SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2002 Merrill Lynch & Co., Inc. ------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-7182 13-2740599 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 4 World Financial Center, New York, New York 10080 - ---------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 449-1000 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events ------------ Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-52822) filed by Merrill Lynch & Co., Inc. (the "Company") with the Securities and Exchange Commission covering Senior Debt Securities issuable under an indenture dated as of April 1, 1983, as amended through the date hereof, between the Company and JPMorgan Chase Bank (as so amended, the "Indenture"). The Company will issue $25,000,000 aggregate original public offering price of Enhanced Return Notes/SM/ Linked to the Nasdaq-100 Index(R) due March 1, 2004 under the Indenture. The exhibits consist of the form of Securities and an opinion of counsel relating thereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ EXHIBITS (4) Instruments defining the rights of security holders, including indentures. Form of Merrill Lynch & Co., Inc.'s Enhanced Return Notes/SM/ Linked to the Nasdaq-100 Index(R) due March 1, 2004 (5) & (23) Opinion re: legality; consent of counsel. Opinion of Sidley Austin Brown & Wood LLP relating to the Enhanced Return Notes/SM/ Linked to the Nasdaq-100 Index(R) due March 1, 2004 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statement relating to such Securities). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. MERRILL LYNCH & CO., INC. ------------------------- (Registrant) By: /s/ John C. Stomber --------------------------------------- John C. Stomber Senior Vice President and Treasurer Date: March 1, 2002 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED MARCH 1, 2002 Commission File Number 1-7182 Exhibit Index Exhibit No. Description Page - ----------- ----------- ---- (4) Instruments defining the rights of security holders, including indentures. Form of Merrill Lynch & Co., Inc.'s Enhanced Return Notes/SM/ Linked to the Nasdaq-100 Index(R)due March 1, 2004. (5) & (23) Opinion re: legality; consent of counsel. Opinion of Sidley Austin Brown & Wood LLP relating to the Enhanced Return Notes/SM/ Linked to the Nasdaq-100 Index(R) due March 1, 2004 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.'s Registration Statement relating to such Securities).