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:    333-132911
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

Capped Leveraged Index Return Notes® Linked to

the S&P 500® Index due April 5, 2010

   NYSE Arca, Inc.    
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 Capped Leveraged Index Return Notes® Linked to the S&P 500® Index due April 5, 2010 issued by Merrill Lynch & Co., Inc. (the “Notes”), set forth in the Preliminary Term Sheet, dated September 19, 2008, the Product Supplement LIRN-4, dated March 27, 2008, the Index Supplement I-1, dated June 6, 2007 and the MTN Prospectus Supplement, General Prospectus Supplement and Prospectus, each dated March 31, 2006, 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 Term Sheet to be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under Registration Statement Number 333-132911, 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 Term Sheet, dated September 19, 2008, the Product Supplement LIRN-4, dated March 27, 2008, the Index Supplement I-1, dated June 6, 2007 and the MTN Prospectus Supplement, General Prospectus Supplement and Prospectus, each dated March 31, 2006.†
99 (B)    Form of Note.
99 (C)    Copy of Indenture between Merrill Lynch & Co., Inc. and The Bank of New York Mellon, as successor trustee, dated as of April 1, 1983, as amended and restated.*

Other securities issued by Merrill Lynch & Co., Inc. are listed on NYSE Arca, Inc.

 

 

 

† The MTN Prospectus Supplement, General Prospectus Supplement and Prospectus included as part of Exhibit 99(A) are incorporated by reference from Registrant’s Registration Statement on Form S-3 dated March 31, 2006 and Registrant’s filings pursuant to Rule 424(b) on April 3, 2006. The Product Supplement LIRN-4 is incorporated by reference from Registrant’s filings pursuant to Rule 424(b) on March 27, 2008 and the Index Supplement I-1 is incorporated by reference from Registrant’s filings pursuant to Rule 424(b) on June 6, 2007. The Preliminary Term Sheet is incorporated by reference from Registrant’s filing pursuant to Rule 433 on September 19, 2008.
* 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:  September 25, 2008

 

3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

MERRILL LYNCH & CO., INC.

EXHIBITS

TO

FORM 8-A DATED SEPTEMBER 25, 2008

 

 

 

INDEX TO EXHIBITS

Exhibit No.

 

99 (A)    Preliminary Term Sheet, dated September 19, 2008, the Product Supplement LIRN-4, dated March 27, 2008, the Index Supplement I-1, dated June 6, 2007 and the MTN Prospectus Supplement, General Prospectus Supplement and Prospectus, each dated March 31, 2006.†
99 (B)    Form of Note.
99 (C)    Copy of Indenture between Merrill Lynch & Co., Inc. and The Bank of New York Mellon, as successor trustee, dated as of April 1, 1983, as amended and restated.*

 

 

 

† The MTN Prospectus Supplement, General Prospectus Supplement and Prospectus included as part of Exhibit 99 (A) are incorporated by reference from Registrant’s Registration Statement on Form S-3 dated March 31, 2006 and Registrant’s filings pursuant to Rule 424(b) on April 3, 2006. The Product Supplement LIRN-4 is incorporated by reference from Registrant’s filings pursuant to Rule 424(b) on March 27, 2008 and the Index Supplement I-1 is incorporated by reference from Registrant’s filings pursuant to Rule 424(b) on June 6, 2007. The Preliminary Term Sheet is incorporated by reference from Registrant’s filing pursuant to Rule 433 on September 19, 2008.
* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant's Registration Statement on Form 8-A dated July 20, 1992.