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 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
Biotech-Pharmaceutical 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 Biotech-Pharmaceutical Index due February , 2007
to be issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the
Preliminary Prospectus Supplement dated December 31, 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 31, 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.
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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: February 4, 2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED FEBRUARY 4, 2002
INDEX TO EXHIBITS
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Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated
December 31, 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.