SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- 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. ------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2740599 ------------ ---------- (State of incorporation or organization) (I.R.S. Employer Identification No.) 4 World Financial Center New York, New York 10080 -------------------------- ------- (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 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 - --------- 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 - ------------------- ------------------------------ 8% Callable STock Return Income DEbt Securities/SM/ The American Stock Exchange due March , 2004, payable at maturity with The Gap, Inc. common stock
Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (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. --------------------------------------------------- The description of the general terms and provisions of the 8% Callable STock Return Income DEbt Securities/SM/ due March , 2004, payable at maturity with The Gap, Inc. common stock, to be issued by Merrill Lynch & Co., Inc. (the "Notes") set forth in the Preliminary Prospectus Supplement dated March 14, 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. -------- 99(A) Preliminary Prospectus Supplement dated March 14, 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 ---------------------- Andrea L. Dulberg Secretary Date: March 14, 2002 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO FORM 8-A DATED MARCH 14, 2002 INDEX TO EXHIBITS ----------------- Exhibit No. ----------- 99 (A) Preliminary Prospectus Supplement dated March 14, 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 dated July 20, 1992.