SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Merrill Lynch & Co., Inc. ------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2740599 ------------ ------------ (State of incorporation or organization) (I.R.S. Employer Identification No.) 4 World Financial Center New York, New York 10080 ---------------------------- --------- (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration registration of a class of of a class of securities pursuant to securities pursuant to Section 12(g) of the Exchange Act and Section 12(b) of the Exchange is effective pursuant to General Act and is effective pursuant Instruction A.(d), please check the to General Instruction A.(c), following box. |_| please check the following box. |X| Securities Act registration statement file number to which this form relates: 333-52822 - --------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Medium-Term Notes, Series B 0.25% American Stock Exchange Callable and Exchangeable Stock-Linked Notes due June 27, 2008 (Linked to the performance of the common stock of Marriott International, Inc.) Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------ (Title of class) Item 1. Description of Registrant's Securities to be Registered. The description of the general terms and provisions of the Medium-Term Notes, Series B 0.25% Callable and Exchangeable Stock-Linked Notes due June 27, 2008 (Linked to the performance of the common stock of Marriott International, Inc.) to be issued by Merrill Lynch & Co., Inc. set forth in the Pricing Supplement dated June 20, 2001, the Prospectus Supplement and Prospectus dated January 24, 2001, attached hereto as Exhibit 99(a), are hereby incorporated by reference. Item 2. Exhibits. 99(a) Pricing Supplement dated June 20, 2001, Prospectus Supplement and Prospectus dated January 24, 2001 (incorporated herein by reference to the Registrant's filing pursuant to Rule 424(b)). 99(b) Form of Note for Medium-Term Notes, Series B 0.25% Callable and Exchangeable Stock-Linked Notes due June 27, 2008 (Linked to the performance of the common stock of Marriott International, Inc.). 99(c) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase Manhattan Bank dated as of October 1, 1993, as amended.* * Incorporated herein by reference to the Registrant's Registration Statement on Form S-3 (File No. 333-52822). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. MERRILL LYNCH & CO., INC. By: /s/ Andrea L. Dulberg ------------------------------ Andrea L. Dulberg Secretary Dated: June 25, 2001 INDEX TO EXHIBITS Exhibit No. Page No. - ----------- -------- 99(a) Pricing Supplement dated June 20, 2001, Prospectus Supplement and Prospectus dated January 24, 2001 (incorporated herein by reference to the Registrant's filing pursuant to Rule 424(b)). 99(b) Form of Note for Medium-Term Notes, Series B 0.25% Callable and Exchangeable Stock-Linked Notes due June 27, 2008 (Linked to the performance of the common stock of Marriott International, Inc.). 99(c) Copy of Indenture between Merrill Lynch & Co., Inc. and The Chase Manhattan Bank dated as of October 1, 1993, as amended.* * Incorporated herein by reference to the Registrant's Registration Statement on Form S-3 (File No. 333-52822).