8-K: Current report filing
Published on October 27, 2004
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): October 27, 2004
Merrill Lynch & Co., Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 1-7182 13-2740599
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(State or other (Commission (I.R.S.
jurisdiction of File Number) Employer
incorporation) Identification No.)
4 World Financial Center, New York, New York 10080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
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(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
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Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 333-109802) filed by Merrill Lynch & Co., Inc. (the
"Company") with the Securities and Exchange Commission covering (i) Senior
Debt Securities issuable under an indenture, dated as of April 1, 1983, as
amended through the date hereof, between the Company and JPMorgan Chase Bank
(as so amended, the "Indenture") and (ii) Warrants issuable under the Warrant
Agreement dated as of October 27, 2004, between the Company and JPMorgan Chase
Bank, as Warrant Agent (the "Warrant Agreement"). The Company has issued (i)
Cdn. $1,750,600 of its Global Equity Performance Weighted Notes, Series 2 due
October 27, 2011 (the "Notes"), under the Indenture and (ii) and Cdn.
$3,103,000 of its Global Equity Performance Weighted Warrants, Series 2
exercisable October 27, 2011 (the "Warrants"), under the Warrant Agreement.
The exhibits consist of the form of Agency Agreement, form of Note, form of
Warrant Agreement (including a form of Warrant) and an opinion of counsel
relating thereto.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
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EXHIBITS
(1) Underwriting Agreement.
Agency Agreement, dated October 25, 2004, among
Merrill Lynch & Co., Inc., Merrill Lynch Canada
Inc. and National Bank Financial Inc.
(4) Instruments defining the rights of security
holders, including indentures.
(a) Form of Merrill Lynch & Co., Inc.'s Global
Equity Performance Weighted Notes, Series 2 due
October 27, 2011.
(b) Form of Warrant Agreement, dated as of October
27, 2004, including a form of the Global Equity
Performance Weighted Warrants, Series 2
exercisable October 27, 2011.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Sidley Austin Brown & Wood LLP relating
to (i) the Global Equity Performance Weighted
Notes, Series 2 due October 27, 2011 and (ii) the
Global Equity Performance Weighted Warrants,
Series 2 exercisable October 27, 2011 (including
consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such
Securities).
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.
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(Registrant)
By: /s/ John Laws
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John Laws
Assistant Treasurer
Date: October 27, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED OCTOBER 27, 2004
Commission File Number 1-7182
Exhibit Index
Exhibit No. Description Page
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(1) Underwriting Agreement.
Agency Agreement, dated October 25, 2004, among Merrill Lynch
& Co., Inc., Merrill Lynch Canada Inc. and National Bank
Financial Inc.
(4) Instruments defining the rights of security holders,
including indentures.
(a) Form of Merrill Lynch & Co., Inc.'s Global Equity
Performance Weighted Notes, Series 2 due October 27,
2011.
(b) Form of Warrant Agreement, dated as of October
27, 2004, including a form of the Global Equity
Performance Weighted Warrants, Series 2 exercisable
October 27, 2011.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Sidley Austin Brown & Wood LLP relating to
(i) the Global Equity Performance Weighted Notes,
Series 2 due October 27, 2011 and (ii) the Global
Equity Performance Weighted Warrants, Series 2
exercisable October 27, 2011 (including consent for
inclusion of such opinion in this report and in
Merrill Lynch & Co., Inc.'s Registration Statement
relating to such Securities).