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 a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please 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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6% Callable STock Return Income DEbt Securities/SM/ The American Stock Exchange
due February , 2004, payable at maturity with
Bed Bath & Beyond 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 6%
Callable STock Return Income DEbt Securities/SM/ due February , 2004, payable at
maturity with Bed Bath & Beyond Inc. common stock, to be issued by Merrill Lynch
& Co., Inc. (the "Notes") set forth in the Preliminary Prospectus Supplement
dated February 4, 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 February 4, 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.
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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 5, 2002
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED FEBRUARY 5, 2002
INDEX TO EXHIBITS
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Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated
February 4, 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.