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 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.    ¨

  

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.    þ

 

 

Securities Act registration statement file number to which this form relates:    333-97937

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

(None)

 

 

Securities to be registered pursuant to Section 12(g) 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 SecuritiesSM

due April     , 2005, payable at maturity with Comcast

Corporation Class A common stock

  

The Nasdaq National Market

 

 

 

“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 SecuritiesSM due April     , 2005, payable at maturity with Comcast Corporation Class A common stock, to be issued by Merrill Lynch & Co., Inc. (the “Notes”), set forth in the Preliminary Prospectus Supplement dated March 27, 2003, and the Prospectus dated September 25, 2002, attached hereto as Exhibit 99(A), is hereby incorporated by reference and contains 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 333-97937, 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 27,

2003, and Prospectus dated September 25, 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 Nasdaq National Market.

 

 

*   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

   

Judith A. Witterschein                            

   

Secretary                                

 

Date: April 1, 2003

 

 

3

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

MERRILL LYNCH & CO., INC.

 

 

 

EXHIBITS

TO

FORM 8-A DATED APRIL 1, 2003

INDEX TO EXHIBITS

 

Exhibit No.

 

99 (A)

   

Preliminary Prospectus Supplement dated March 27, 2003,

and Prospectus dated September 25, 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.