Form: 8-K

Current report filing

November 3, 1994

8-K: Current report filing

Published on November 3, 1994



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): November 3, 1994
----------------


Merrill Lynch & Co., Inc.
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(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
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(Address of principal executive offices) (Zip Code)


Registrant's telephone number including area code: (212) 449-1000
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_________________________________________________________________
(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. 33-52647) filed by Merrill Lynch & Co., Inc. ("ML & Co.")
with the Securities and Exchange Commission covering the Constant Maturity U.S.
Treasury Yield Increase Warrants, Expiring January 25, 1996 (the "Warrants")
issuable under a Warrant Agreement dated as of November 3, 1994 between ML & Co.
and Citibank, N.A. (the "Warrant Agreement"). ML & Co. will issue 2,200,000
Warrants pursuant to the Warrant Agreement. The exhibits consist of the form of
the Warrant Agreement (including a form of the Warrant) and an opinion of
counsel relating to the Warrants.

Item 7. Financial Statements, Pro Forma Financial Information
- --------------------------------------------------------------
and Exhibits
------------

EXHIBITS

(4) Instruments defining the rights of security holders,
including indentures.

Form of Warrant Agreement dated as of November 3, 1994,
including a form of the Warrant certificate.

(5) & (23) Opinion re: legality; consent of counsel.

Opinion of Brown & Wood relating to the Constant
Maturity U.S. Treasury Yield Increase Warrants,
Expiring January 25, 1996 (including consent for
inclusion of such opinion in this report and in Merrill
Lynch & Co., Inc.'s Registration Statement relating to
such Warrants).

2

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/ Theresa Lang
------------------------------
Theresa Lang
Senior Vice President
and Treasurer


Date: November 3, 1994

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



MERRILL LYNCH & CO., INC.



EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED NOVEMBER 3, 1994



Commission File Number 1-7182



Exhibit Index
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Exhibit No. Description Page
- ----------- ----------- ----

(4) Instruments defining the rights of security holders,
including indentures.


Form of Warrant Agreement dated as of November 3, 1994,
including a form of the Warrant certificate.

(5) & (23) Opinion re: legality; consent of counsel.

Opinion of Brown & Wood relating to the Constant Maturity
U.S. Treasury Yield Increase Warrants, Expiring
January 25, 1996 (including consent for inclusion of
such opinion in this report and in Merrill Lynch & Co.,
Inc.'s Registration Statement relating to such Warrants).

2