SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Merrill Lynch & Co., Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 13-2740599 | |||
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| 4 World Financial Center | ||||
| New York, New York | 10080 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨ | |||
| Securities Act registration statement file number to which this form relates: 333-122639 | ||||
| Securities to be registered pursuant to Section 12(b) of the Act: | ||||
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |||
| Nikkei 225® Market Index Target Term Securities® due June 5, 2009 | The American Stock Exchange | |||
| Securities to be registered pursuant to Section 12(g) of the Act: | ||||
| (None) | ||||
| Item 1. | Description of Registrant’s Securities to be Registered. |
The description of the general terms and provisions of the Nikkei 225® Market Index Target Term Securities® due June 5, 2009, issued by Merrill Lynch & Co., Inc. (the “Notes”), set forth in the Preliminary Pricing Supplement, dated October 31, 2005, and the Prospectus Supplement and Prospectus, each dated February 25, 2005, attached hereto as Exhibit 99(A), is hereby incorporated by reference and contains certain proposed terms and provisions. The description of the Notes contained in the Pricing Supplement to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under Registration Statement Number 333-122639, which will contain the final terms and provisions of the Notes, including the maturity date of the Notes, is hereby deemed to be incorporated by reference into this Registration Statement and to be a part hereof.
| Item 2. | Exhibits. |
| 99 (A) | Preliminary Pricing Supplement, dated October 31, 2005, and the Prospectus Supplement and Prospectus, each dated February 25, 2005 (incorporated by reference to registrant’s filing pursuant to Rule 424(b)). |
| 99 (B) | Form of Note. |
| 99 (C) | Copy of Indenture between Merrill Lynch & Co., Inc. and JPMorgan Chase Bank, N.A., dated as of April 1, 1983, as amended and restated.* |
Other securities issued by Merrill Lynch & Co., Inc. are listed on the American Stock Exchange.
| * | Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992. |
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| MERRILL LYNCH & CO., INC. | ||
| By: | /s/ Judith A. Witterschein | |
| Judith A. Witterschein | ||
| Secretary | ||
Date: December 1, 2005
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED DECEMBER 1, 2005
INDEX TO EXHIBITS
| Exhibit No. |
||
| 99 (A) | Preliminary Pricing Supplement, dated October 31, 2005, and the Prospectus Supplement and Prospectus, each dated February 25, 2005 (incorporated by reference to registrant’s filing pursuant to Rule 424(b)). | |
| 99 (B) | Form of Note. | |
| 99 (C) | Copy of Indenture between Merrill Lynch & Co., Inc. and JPMorgan Chase Bank, N.A., dated as of April 1, 1983, as amended and restated.* | |
| * | Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992. |