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 2032
(Title of Class of Securities)
590188 A7 3
(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 | |
| $2,300,000,000 | $291,410 |
| ¨ | 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. |
SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the offer by Merrill Lynch & Co., Inc., a Delaware corporation (the “Company”), to exchange (the “Exchange Offer”) an aggregate original principal amount of up to $2,300,000,000 of the Company’s Exchange Liquid Yield Option Notes due 2032 (Zero Coupon–Floating Rate–Senior) (the “New LYONs”) for a like original principal amount of the Company’s issued and outstanding Liquid Yield Option Notes due 2032 (Zero Coupon–Floating Rate–Senior) (the “Old LYONs”). The Company’s Exchange Offer is being made upon the terms and subject to the conditions set forth in the Exchange Circular dated November 9, 2004 and in the related Letter of Transmittal, which are filed as exhibits to this Schedule TO. This Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The Exchange Offer is being made by the Company pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.
The information in the Exchange Circular and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, 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 |
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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.
Item 12. Exhibits.
| (a)(1)(i) | Exchange Circular, dated November 9, 2004. | |
| (a)(1)(ii) | Letter of Transmittal. | |
| (a)(1)(iii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(iv) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(5)(i) | Press Release, dated November 9, 2004, Merrill Lynch & Co., Inc. Announces Commencement of Its Offer to Exchange. | |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURE
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)(i) | Exchange Circular, dated November 9, 2004. | |
| (a)(1)(ii) | Letter of Transmittal. | |
| (a)(1)(iii) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(iv) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(5)(i) | Press Release, dated November 9, 2004, Merrill Lynch & Co., Announces Commencement of Its Offer to Exchange. | |
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