SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MERRILL LYNCH & CO., INC.
(Name of Subject Company (Issuer))
MERRILL LYNCH & CO., INC. (ISSUER)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
LIQUID YIELD OPTION™ NOTES DUE 2031
(Title of Class of Securities)
590188 A6 5
(CUSIP Number of Class of Securities)
RICHARD ALSOP, ESQ.
GENERAL COUNSEL
CORPORATE LAW
MERRILL LYNCH & CO., INC.
4 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10080
TELEPHONE: (212) 449-1000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
COPY TO:
NORMAN D. SLONAKER, ESQ.
SIDLEY AUSTIN BROWN & WOOD LLP
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 839-5300
CALCULATION OF FILING FEE
| TRANSACTION VALUATION1 | AMOUNT OF FILING FEE2 | |
| $1,979,208,000 | $250,765.65 |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: |
Filing Party: | |
| Form of Registration No.: |
Date Filed: | |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the appropriate boxes below to designate any transactions to which the statement relates: |
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
| Check | the following box if the filing is a final amendment reporting the results of the tender offer: ¨ |
| ™ | Trademark of Merrill Lynch & Co., Inc. |
| 1 | The transaction value is based upon the original principal amount of the securities to be received by the acquiring person computed as of the latest practicable date prior to the date of filing. |
| 2 | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $126.70 per $1,000,000 of the value of the transaction. |
This Tender Offer Statement on Schedule TO relates to the notice by Merrill Lynch & Co., Inc., a Delaware corporation (the “Company”), of an amendment to the Company’s Liquid Yield Option Notes due 2031 (Zero Coupon—Senior) (the “LYONs”) and the related indenture to add December 10, 2004 as an additional date on which holders of the LYONs may require the Company to repurchase all or a portion of their LYONs for cash. The holder’s right to require the Company to repurchase their LYONs will be subject to the conditions set forth in the Notice of Amendment dated November 9, 2004. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended.
The information in the Notice of Amendment, a copy of which is filed with this Schedule TO as an Exhibit (a)(1) hereto is incorporated herein by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO, except as otherwise set forth below.
Item 3. Identity and Background of Filing Person
| (A) | Name and address. |
This is an issuer tender offer. The filing person and subject company is Merrill Lynch & Co., Inc., a Delaware corporation, with its principal executive offices located at 4 World Financial Center, New York, New York 10080; telephone number (212) 449-1000.
Pursuant to General Instruction C to Schedule TO, the following persons are the executive officers and directors of the Company:
| Name |
Position | |
| E. Stanley O’Neal |
Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer | |
| Rosemary T. Berkery |
Executive Vice President, General Counsel | |
| Robert C. Doll |
Senior Vice President | |
| Ahmass L. Fakahany |
Executive Vice President, Chief Financial Officer | |
| Gregory J. Fleming |
Executive Vice President | |
| James P. Gorman |
Executive Vice President | |
| Do Woo Kim |
Executive Vice President | |
| Robert J. McCann |
Executive Vice President | |
| Worley H. Clark |
Director | |
| Jill K. Conway |
Director | |
| Alberto Cribiore |
Director | |
| John D. Finnegan |
Director | |
| Heinz-Joachim Neubürger |
Director | |
| David K. Newbigging |
Director | |
| Aulana L. Peters |
Director | |
| Joseph W. Prueher |
Director | |
| Ann N. Reese |
Director | |
| Charles O. Rossotti |
Director | |
The business address and telephone number of each of the above executive officers and directors of the Company is 4 World Financial Center, New York, New York 10080; telephone number is (212) 449-1000.
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Item 12. Exhibits.
| (a)(1) | Notice of Amendment, dated November 9, 2004. | |
| (a)(5) | Press Release, dated November 9, 2004, Merrill Lynch & Co., Inc. Announces Amendment of the LYONs and Additional Purchase Date. | |
Item 13. Information Required by Schedule 13e-3.
Not applicable.
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: November 9, 2004 |
MERRILL LYNCH & CO., INC. | |||||||
| By: | /S/ JOHN LAWS | |||||||
| Name: John Laws Title: Assistant Treasurer | ||||||||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| (a)(1) | Notice of Amendment, dated November 9, 2004. | |
| (a)(5) | Press Release, dated November 9, 2004, Merrill Lynch & Co., Inc. Announces Amendment of the LYONs and Additional Purchase Date. | |
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