SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 1998 ----------------- Merrill Lynch & Co., Inc. --------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-7182 13-2740599 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) World Financial Center, North Tower, New York, New York 10281-1220 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 449-1000 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-28537) filed by Merrill Lynch & Co., Inc. (the "Company") with the Securities and Exchange Commission covering Senior Debt Securities, Subordinated Debt Securities and Warrants issuable under an indenture dated as of April 1, 1983 and restated as of April 1, 1987, as amended and supplemented as of January 30, 1998 by the Eleventh Supplemental Indenture between the Company and The Chase Manhattan Bank, formerly known as Chemical Bank (successor by merger to Manufacturers Hanover Trust Company) (collectively, the "Indenture"). The Company will offer 2,012,500 of its Structured Yield Product Exchangeable for Stock 7 7/8% STRYPES Due February 1, 2001 Payable with Shares of Common Stock of CIBER, Inc. ("STRYPES"). The exhibits consist of the form of Purchase Agreement, Registration Agreement, Indenture, STRYPES Certificate and Forward Purchase Contract relating thereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits EXHIBITS 1(a) - Purchase Agreement among the Company, Bobby G. Stevenson, individually and as settlor, beneficiary and trustee of the 1998 Bobby G. Stevenson Revocable Trust (the "Contracting Stockholder") and the Underwriter. 1(b) - Registration Agreement among the Company, CIBER, Inc., and the Underwriter. 4(a) - Senior Indenture, dated as of April 1, 1983, as amended and restated, between the Company and Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), incorporated herein by reference to Exhibit 99(c) to Registrant's Registration Statement on Form 8-A dated January 23, 1998. 4(b) - Eleventh Supplemental Indenture to the Senior Indenture between the Company and The Chase Manhattan Bank, formerly Chemical Bank (successor by merger to Manufacturers Hanover Trust Company). 4(c) - Certificate representing the STRYPES. 2 10 - Forward Purchase Contract among the Company, Merrill Lynch Mortgage Capital Inc., the Contracting Stockholder and The Bank of New York relating to shares of CIBER Common Stock. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. MERRILL LYNCH & CO., INC. -------------------------- (Registrant) By: /s/ Gregory T. Russo ---------------------- Gregory T. Russo Secretary Date: January 30, 1998 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED JANUARY 30, 1998 Commission File Number 1-7182 EXHIBIT INDEX Exhibit Number Page - -------- ---- 1(a) - Purchase Agreement among the Company, Bobby G. Stevenson, individually and as settlor, beneficiary and trustee of the 1998 Bobby G. Stevenson Revocable Trust (the "Contracting Stockholder") and the Underwriter. 1(b) - Registration Agreement among the Company, CIBER, Inc., and the Underwriter. 4(a) - Senior Indenture, dated as of April 1, 1983, as amended and restated, between the Company and Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), incorporated herein by reference to Exhibit 99(c) to Registrant's Registration Statement on Form 8-A dated January 23, 1998. 4(b) - Eleventh Supplemental Indenture to the Senior Indenture between the Company and The Chase Manhattan Bank, formerly Chemical Bank (successor by merger to Manufacturers Hanover Trust Company). 4(c) - Certificate representing the STRYPES. 10 - Forward Purchase Contract among the Company, Merrill Lynch Mortgage Capital Inc., the Contracting Stockholder and The Bank of New York relating to shares of CIBER Common Stock.