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): December 6, 2000 ---------------- 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) 4 World Financial Center, New York, New York 10080 (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. 333-38792) filed by Merrill Lynch & Co., Inc. ("ML&Co.") with the Securities and Exchange Commission covering Senior Debt Securities issuable under the Warrant Agreement dated as of December 6, 2000 between ML&Co. and Citibank, N.A. as Warrant Agent (the "Warrant Agreement"). ML&Co. will issue 1,600,000 Euro Currency Warrants, Expiring February 28, 2002, under the Warrant Agreement. The exhibits consist of the form of the Warrant Agreement (including a form of Warrant) and an opinion of counsel relating thereto. 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 December 6, 2000, including a form of the Warrant. (5) & (23) Opinion re: legality; consent of counsel. Opinion of Brown & Wood LLP relating to the Euro Currency Warrants, Expiring February 28, 2002 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statement relating to such Warrants). 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/ John C. Stomber ---------------------------------- John C. Stomber Senior Vice President and Treasurer Date: December 6, 2000 EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED DECEMBER 6, 2000 Commission File Number 1-7182 Exhibit Index Exhibit No. Description Page (4) Instruments defining the rights of security holders, including indentures. Form of Warrant Agreement dated as of December 6, 2000, including a form of the Warrant. (5) & (23) Opinion re: legality; consent of counsel. Opinion of Brown & Wood LLP relating to the Euro Currency Warrants, Expiring February 28, 2002 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statement relating to such Warrant