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): August 25, 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.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the the following provisions (see General Instruction A.2. below):

 

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 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 (i) 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”) and (ii) Warrants issuable under the Warrant Agreement dated as of August 25, 2004, between the Company and JPMorgan Chase Bank, as Warrant Agent (the “Warrant Agreement”). The Company has issued (i) Cdn. $2,021,800 of its Global Equity Performance Weighted Notes, Series 1 due August 25, 2011 (the “Notes”), under the Indenture and (ii) and Cdn. $1,136,000 of its Global Equity Performance Weighted Warrants, Series 1 exercisable August 25, 2011 (the “Warrants”), under the Warrant Agreement. The exhibits consist of the form of Agency Agreement, form of Note, form of Warrant Agreement (including a form of Warrant) and an opinion of counsel relating thereto.

 

 

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

 

     EXHIBITS
(1)    Underwriting Agreement.
     Agency Agreement, dated August 20, 2004, among Merrill Lynch & Co., Inc., Merrill Lynch Canada Inc. and National Bank Financial Inc.
(4)    Instruments defining the rights of security holders, including indentures.
     (a) Form of Merrill Lynch & Co., Inc.’s Global Equity Performance Weighted Notes, Series 1 due August 25, 2011.
     (b) Form of Warrant Agreement, dated as of August 25, 2004, including a form of the Global Equity Performance Weighted Warrants, Series 1 exercisable August 25, 2011.
(5) & (23)    Opinion re: legality; consent of counsel.
     Opinion of Sidley Austin Brown & Wood LLP relating to (i) the Global Equity Performance Weighted Notes, Series 1 due August 25, 2011 and (ii) the Global Equity Performance Weighted Warrants, Series 1 exercisable August 25, 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: August 25, 2004

 

 

3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

 

 

 

 

 

 

 

MERRILL LYNCH & CO., INC.

 

 

 

 

 

 

 

 

 

 

EXHIBITS TO CURRENT REPORT ON

FORM 8-K DATED AUGUST 25, 2004

 

 

 

 

 

 

 

 

 

 

Commission File Number 1-7182

Exhibit Index

 

Exhibit No.
   

Description

    Page
(1)    Underwriting Agreement.     
    

Agency Agreement, dated August 20, 2004, among Merrill Lynch & Co., Inc., Merrill Lynch Canada Inc. and National Bank Financial Inc.

     
(4)    Instruments defining the rights of security holders, including indentures.     
    

(a) Form of Merrill Lynch & Co., Inc.’s Global Equity Performance Weighted Notes, Series 1 due August 25, 2011.

     
    

(b) Form of Warrant Agreement, dated as of August 25, 2004, including a form of the Global Equity Performance Weighted Warrants, Series 1 exercisable August 25, 2011.

     
(5) & (23)    Opinion re: legality; consent of counsel.     
    

Opinion of Sidley Austin Brown & Wood LLP relating to (i) the Global Equity Performance Weighted Notes, Series 1 due August 25, 2011 and (ii) the Global Equity Performance Weighted Warrants, Series 1 exercisable August 25, 2011 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Securities).