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): June 29, 2005

 

 

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 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. 333-122639) 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 and restated through the date hereof, between the Company and JPMorgan Chase Bank, N.A. (the “Indenture”). The Company has issued Cdn. $10,000,000 of its Inflation-Linked Notes Linked to the Performance of the Consumer Price Index due June 29, 2015 (the “Notes”), under the Indenture. The exhibits consist of the form of Agency Agreement, form of Note 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 June 28, 2005, among Merrill Lynch & Co., Inc., Merrill Lynch Canada Inc. and First Leaside Securities Inc.

(4 )  

Instruments defining the rights of security holders, including indentures.

 

Form of Merrill Lynch & Co., Inc.’s Inflation-Linked Notes Linked to the Performance of the Consumer Price Index due June 29, 2015.

(5 ) & (23)  

Opinion re: legality; consent of counsel.

 

Opinion of Sidley Austin Brown & Wood LLP relating to the Inflation-Linked Notes Linked to the Performance of the Consumer Price Index due June 29, 2015 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Notes).

 

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/ Allen G. Braithwaite III

   

Allen G. Braithwaite III

Assistant Treasurer

 

Date: June 29, 2005

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

MERRILL LYNCH & CO., INC.

 

EXHIBITS TO CURRENT REPORT ON

FORM 8-K DATED JUNE 29, 2005

 

Commission File Number 1-7182

 

 

Exhibit Index

 

Exhibit No.
  

Description

    Page
(1)  

Underwriting Agreement.

 

Agency Agreement, dated June 28, 2005, among Merrill Lynch & Co., Inc., Merrill Lynch Canada Inc. and First Leaside Securities Inc.

     
(4)  

Instruments defining the rights of security holders, including indentures.

 

Form of Merrill Lynch & Co., Inc.’s Inflation-Linked Notes Linked to the Performance of the Consumer Price Index due June 29, 2015.

     
(5) & (23)  

Opinion re: legality; consent of counsel.

 

Opinion of Sidley Austin Brown & Wood LLP relating to the Inflation-Linked Notes Linked to the Performance of the Consumer Price Index due June 29, 2015 (including consent for inclusion of such opinion in this report and in Merrill Lynch & Co., Inc.’s Registration Statement relating to such Notes).