SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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(Exact name of registrant as specified in its charter)
Delaware 13-2740599
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
4 World Financial Center
New York, New York 10080
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), please check the following box. |_| A.(d), please check the following box. |X|
Securities Act registration statement file number to which this form relates:
333-52822
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Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Market Index Target-Term Securities(R)
based upon the Dow Jones Industrial Average/SM/
due January , 2009 The Nasdaq National Market
"Market Index Target-Term Securities" and "MITTS" are registered service marks
owned by Merrill Lynch & Co., Inc.
"Dow Jones", "Dow Jones Industrial Average/SM/" and "DJIA/SM/" are service marks
of Dow Jones & Company, Inc. and have been licensed for use for certain purposes
by Merrill Lynch, Pierce, Fenner & Smith Incorporated. The MITTS Securities are
not sponsored, endorsed, sold or promoted by Dow Jones.
Item 1. Description of Registrant's Notes to be Registered.
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The description of the general terms and provisions of the Market Index
Target-Term Securities based upon the Dow Jones Industrial Average/SM/
("MITTS(R)") due January , 2009 to be issued by Merrill Lynch & Co., Inc. (the
"Notes") set forth in the Preliminary Prospectus Supplement dated December 6,
2001, and the Prospectus dated January 24, 2001, attached hereto as Exhibit
99(A) are hereby incorporated by reference and contain certain proposed terms
and provisions. The description of the Notes contained in the Prospectus
Supplement to be filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, under Registration Statement Number 333-52822 which will contain the
final terms and provisions of the Notes, including the maturity date of the
Notes, is hereby deemed to be incorporated by reference into this Registration
Statement and to be a part hereof.
Item 2. Exhibits.
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99 (A) Preliminary Prospectus Supplement dated December 6, 2001,
and Prospectus dated January 24, 2001, (incorporated by
reference to registrant's filing pursuant to Rule 424 (b)).
99 (B) Form of Note.
99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and
JPMorgan Chase Bank, formerly Chemical Bank (successor by
merger to Manufacturers Hanover Trust Company), dated as of
April 1, 1983, as amended and restated.*
Other securities issued by Merrill Lynch & Co., Inc. are listed on The
Nasdaq National Market.
* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to
Registrant's Registration Statement on Form 8-A dated July 20, 1992.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has 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
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Andrea L. Dulberg
Secretary
Date: January 10, 2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED JANUARY 10, 2002
INDEX TO EXHIBITS
Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated December 6, 2001, and
Prospectus dated January 24, 2001 (incorporated by reference
to registrant's filing pursuant to Rule 424 (b)).
99 (B) Form of Note.
99 (C) Copy of Indenture between Merrill Lynch & Co., Inc. and
JPMorgan Chase Bank, formerly Chemical Bank (successor by
merger to Manufacturers Hanover Trust Company), dated as of
April 1, 1983, as amended and restated.*
* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's
Registration Statement on Form 8-A dated July 20, 1992.