UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (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)

 

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

 

Depositary Shares, Each Representing a 1/1200th Interest in a Share of 8.625% Non-Cumulative Preferred Stock, Series 8

  

 

The New York Stock Exchange, Inc.

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), 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), check the following box     ¨
Securities Act registration statement file number which this form relates:     333-132911

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 8.625% Non-Cumulative Preferred Stock, Series 8, par value $1.00 per share (the “Preferred Stock”) of Merrill Lynch & Co., Inc. (the “Registrant”) and the description of the Registrant’s Depositary Shares, each representing a 1/1200th interest in a share of Preferred Stock (the “Depositary Shares”), to be registered hereunder is incorporated herein by reference to the descriptions included on the front cover page of the Pricing Supplement dated April 22, 2008, under the captions “Description of the Offered Preferred Stock” and “Description of Depositary Shares” in the Product Supplement No. PS-2 dated April 21, 2008, each supplementing the General Prospectus Supplement and Prospectus dated March 31, 2006 included as part of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-132911) and under the captions “Description of Preferred Stock” and “Description of Depositary Shares” in the General Prospectus Supplement dated March 31, 2006. For purposes of such description, any prospectus supplement relating to the Registration Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which purports to describe the Preferred Stock or the Depositary Shares shall be deemed to be incorporated herein by reference.

 

Item 2. Exhibits

List below all exhibits to be filed as part of the registration statement:

 

1.   Certificate of Designations of the Registrant establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to Preferred Stock (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2008).
2.   Form of Deposit Agreement with respect to the Depositary Shares (including the form of Depositary Receipt to be issued thereunder).
3.   Form of certificate representing the Preferred Stock.
4.   Form of Depositary Receipt (attached as Exhibit A to Exhibit 2 hereto).

 

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

MERRILL LYNCH & CO., INC.
  (Registrant)  
By:        /s/ Mason Reeves          
   

Mason Reeves

Assistant Secretary

  

 

Date: April 29, 2008

      

 

 

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