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 28, 2003

 

 

Merrill Lynch & Co., Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

   

1-7182

   

13-2740599

(State or other

jurisdiction of

incorporation)

   

(Commission

File Number)

   

(I.R.S. Employer

Identification No.)

 

 

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. 333-97937) 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 $317,000,000 aggregate original public offering price of Market Recovery NotesSM Linked to the S&P 500® Index due May 28, 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 Market Recovery NotesSM Linked to the S&P 500® Index due May 28, 2004.

(5) & (23)

        

Opinion re: legality; consent of counsel.

         

Opinion of Sidley Austin Brown & Wood LLP relating to the Market Recovery NotesSM Linked to the S&P 500® Index due May 28, 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 28, 2003

 

 

 

3

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

 

MERRILL LYNCH & CO., INC.

 

 

 

 

EXHIBITS TO CURRENT REPORT ON

FORM 8-K DATED MARCH 28, 2003

 

 

 

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 Market Recovery NotesSM Linked to the S&P 500® Index due May 28, 2004.

     

(5) & (23)

        

Opinion re: legality; consent of counsel.

     
         

Opinion of Sidley Austin Brown & Wood LLP relating to the Market Recovery NotesSM Linked to the S&P 500® Index due May 28, 2004 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Securities).