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:
333-83374
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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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Market Index Target-Term Securities(R)
based upon the Dow Jones Industrial Average/SM/
due August , 2009 The American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
"Market Index Target-Term Securities" and "MITTS" are registered service marks
owned by Merrill Lynch & Co., Inc.
"Dow Jones", "Dow Jones Industrial Average/SM/" and "DJIA/SM/" are service
marks of Dow Jones & Company, Inc. and have been licensed for use for certain
purposes by Merrill Lynch, Pierce, Fenner & Smith Incorporated. The MITTS
Securities are not sponsored, endorsed, sold or promoted by Dow Jones.
Item 1. Description of Registrant's Notes to be Registered.
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The description of the general terms and provisions of the
Market Index Target-Term Securities ("MITTS(R)") based upon the Dow Jones
Industrial Average/SM/ due August , 2009 to be issued by Merrill Lynch & Co.,
Inc. (the "Notes") set forth in the Preliminary Prospectus Supplement dated July
23, 2002, and the Prospectus dated April 1, 2002, 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 333-83374 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 July 23,
2002, and Prospectus dated April 1, 2002,
(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/ Judith A. Witterschein
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Judith A. Witterschein
Secretary
Date: August 1, 2002
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED AUGUST 1, 2002
INDEX TO EXHIBITS
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Exhibit No.
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99 (A) Preliminary Prospectus Supplement dated
July 23, 2002, and Prospectus dated
April 1, 2002 (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.