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 of If this form relates to the registration of
a class of securities pursuant to a class of securities pursuant to
Section 12(b) of the Exchange Act and Section 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] 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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Strategic Return Notes(SM) Linked to the
Industrial 15 Index due February , 2007 American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Item 1. Description of Registrant's Notes to be Registered.
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The description of the general terms and provisions of the
Strategic Return Notes(SM) Linked to the Industrial 15 Index due February , 2007
to be issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the
Preliminary Prospectus Supplement dated December 27, 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
27, 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 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 29, 2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED JANUARY 29, 2002
INDEX TO EXHIBITS
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Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated
December 27, 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.