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, 2004

 

 

    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. 333-109802) 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 $42,000,000 aggregate principal amount of 97% Protected Notes Linked to the Performance of the Dow Jones Industrial AverageSM due March 28, 2011 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 97% Protected Notes Linked to the Performance of the Dow Jones Industrial AverageSM due March 28, 2011.
(5 ) & (23)   Opinion re: legality; consent of counsel.
      Opinion of Sidley Austin Brown & Wood LLP relating to the 97% Protected Notes Linked to the Performance of the Dow Jones Industrial AverageSM due March 28, 2011 (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/    Russell L. Stein

    Russell L. Stein
    Treasurer

 

Date: March 1, 2004

 

 

3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

 

 

 

 

 

 

 

MERRILL LYNCH & CO., INC.

 

 

 

 

 

 

 

 

 

 

EXHIBITS TO CURRENT REPORT ON

FORM 8-K DATED MARCH 1, 2004

 

 

 

 

 

 

 

 

 

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 97% Protected Notes Linked to the Performance of the Dow Jones Industrial AverageSM due March 28, 2011.

     
(5) & (23)  

Opinion re: legality; consent of counsel.

     
   

Opinion of Sidley Austin Brown & Wood LLP relating to the 97% Protected Notes Linked to the Performance of the Dow Jones Industrial AverageSM due March 28, 2011 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Securities).