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 | |
| 100% Principal Protected Conditional Participation Notes Linked to the S&P 500® Index due November 9, 2009 |
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 100% Principal Protected Conditional Participation Notes Linked to the S&P 500® Index due November 9, 2009 issued by Merrill Lynch & Co., Inc. (the “Notes”), set forth in the Preliminary Pricing Supplement, dated October 9, 2008 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 Pricing Supplement 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 Pricing Supplement, dated October 9, 2008 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 Preliminary Pricing Supplement is incorporated by reference from Registrant’s filing pursuant to Rule 424(b) on October 9, 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: November 6, 2008
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED NOVEMBER 6, 2008
INDEX TO EXHIBITS
Exhibit No.
| 99 (A) | Preliminary Pricing Supplement, dated October 9, 2008 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 Preliminary Pricing Supplement is incorporated by reference from Registrant’s filing pursuant to Rule 424(b) on October 9, 2008. |
| * | Exhibit 99 (C) is incorporated by reference from Exhibit (3) to Registrant’s Registration Statement on Form 8-A dated July 20, 1992. |