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 If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. |X| check the following box. |_|
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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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8% Callable STock Return Income DEbt Securities/SM/ The American Stock Exchange
due January , 2004, payable at maturity with
Xilinx, Inc. common stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
"STock Return Income DEbt Securities" and "STRIDES" are service marks of Merrill
Lynch & Co., Inc.
Item 1. Description of Registrant's Notes to be Registered.
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The description of the general terms and provisions of the 8% Callable
STock Return Income DEbt Securities/SM/ due January , 2004, payable at maturity
with Xilinx, Inc. common stock, to be issued by Merrill Lynch & Co., Inc. (the
"Notes") set forth in the Preliminary Prospectus Supplement dated January 22,
2002, 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 January 22, 2002,
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
American Stock Exchange.
* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to
Registrant's Registration Statement on Form 8-A dated July 20, 1992.
2
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 23, 2002
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED JANUARY 23, 2002
INDEX TO EXHIBITS
Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated January 22, 2002, 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.