PRIVATE OFFERING NOTICE
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Merrill Lynch & Co., Inc.
Nikkei 225 Warrants
Expiring January , 2007
(the "Warrants")
$4.25 - $5.00 original public offering price per Warrant
Private Offering Notice
Summary Terms
The Warrants: Exercise and payment upon exercise:
o Unsecured contractual obligations of Merrill Lynch & Co., o The Warrants will be automatically exercised on the fifth
Inc. scheduled business day prior to the expiration date unless
early exercise occurs because of certain events as described
o The original public offering price is expected to be between in the prospectus supplement.
$4.25 and $5.00 per Warrant.
o Investors must have an options-approved account in order to o Investors do not have the right to exercise their Warrants.
purchase the Warrants.
o Upon automatic exercise, each Warrant will be entitled to
o Linked to the value of the Nikkei 225 Index. an amount equal to the greater of (i) zero or (ii) the
product of $25 and the percentage change in the value of the
o Expected settlement date: September , 2003. Nikkei 225 Index, as described in the prospectus supplement.
The Warrants, the subject of the attached offering document (the "Offering
Document"), have not been approved for public sale in any jurisdiction outside
of the United States. As such, the Warrants are made available to investors
outside of the United States only in accordance with applicable private
offering rules. The Offering Document may not be copied or otherwise made
available to any other person by any recipient without the express written
consent of the Company.
The discussion contained in the Offering Document relating to the tax
implications of investing in the Warrants is not based upon, and does not
reflect, the tax laws of any jurisdiction outside of the U.S. Accordingly,
investors should consult their local tax advisor before making an investment
in the Warrants.
This Notice and the Offering Document have been issued by Merrill Lynch & Co.,
Inc. (the "Company") for information only. Prospective investors should not
treat the contents of this Notice as advice relating to legal, taxation or
investment matters and are advised to consult their own professional advisors
concerning the purchase, holding or disposal of the Warrants. Attention is
drawn in particular to risk factors on pages S-6 to S-10 of the Offering
Document. Subject to this Notice, the Offering Document has been approved for
issue in the United Kingdom by Merrill Lynch International Bank Limited
("MLIB"), which is regulated by the Financial Services Authority, with
registered office at Merrill Lynch Financial Center, 2 King Edward Street,
London EC1A 1HQ, United Kingdom. This Notice is issued in Hong Kong by Merrill
Lynch (Asia Pacific) Limited.
PRIVATE OFFERING NOTICE
Investors in the United Kingdom should be aware that Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("MLPF&S"), which is handling the sale of the
Warrants, has no place of business in the UK and is not regulated by the
Financial Services Authority. Therefore, with respect to anything done by
MLPF&S, the regulatory regime governing an investor's rights will be different
than that of investors' rights in the UK, and the UK rules for the protection
of private investors and the UK Financial Compensation Scheme will not apply
to any business MLPF&S conducts with or for UK investors.
Investors should also note the following:
(a) The Warrants are denominated in United States dollars.
Investors that purchase securities with a currency other than dollars should
note that changes in rates of exchange may have an adverse effect on the
value, price or income of their investment.
(b) The price and value of the Warrants and the income from
them can fluctuate and may fall against the investor's interest and an
investor may get back less than he invested.
(c) Investment in the Warrants may not be suitable for all
investors. Investors should seek advice from their investment advisor for
information concerning the Company, the Warrants and the suitability of
purchasing the Warrants in the context of their individual circumstances. Past
performance is not necessarily a guide to future performance, and no
projection, representation or warranty is made regarding future performance.
(d) Save as disclosed herein and in the Offering Document, no
commissions, discounts, brokerages or other special terms have been granted or
are payable by the Company in connection with the issue or sale of any the
Warrants.
(e) MLPF&S or one of its affiliates may be the only market
maker, if any, in the Warrants.
(f) Information relating to taxation is based on information
currently available. The levels and bases of, and reliefs from, taxation in
relevant jurisdictions can change. The value of any reliefs depends upon the
circumstances of the investor. See additional comments about taxation above.
The date of this Notice is September 16, 2003.
This Notice supplements the Preliminary Prospectus Supplement, dated
September 16, 2003, and the Prospectus, dated June 3, 2003.