8-K: Current report filing
Published on April 12, 2005
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): April 12, 2005
Merrill Lynch & Co., Inc.
(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. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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. 333-122639) filed by Merrill Lynch & Co., Inc.
(the "Company") with the Securities and Exchange Commission covering 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,
N.A. (as so amended, the "Indenture"). The Company will issue $275,060,000
aggregate principal amount of 6.75% Mandatorily Exchangeable Securities due
October 15, 2007, Mandatorily Exchangeable for Shares of Class A Common Stock
of Nuveen Investments, Inc., under the Indenture. The exhibits consist of the
Merrill Lynch Mandatorily Exchangeable Indemnity Agreement, form of Securities
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
Merrill Lynch Mandatorily Exchangeable
Indemnity Agreement, dated April 6, 2005,
among the Company, Nuveen Investments, Inc.,
The St. Paul Travelers Companies, Inc.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co.
Incorporated and Merrill Lynch International.
(4) Instruments defining the rights of security
holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s 6.75%
Mandatorily Exchangeable Securities due
October 15, 2007, Mandatorily Exchangeable
for Shares of Class A Common Stock of Nuveen
Investments, Inc.
(5) & (23) Opinion re: legality; consent of experts and
counsel.
Opinion of Sidley Austin Brown & Wood LLP
relating to the 6.75% Mandatorily Exchangeable
Securities due October 15, 2007, Mandatorily
Exchangeable for Shares of Class A Common
Stock of Nuveen Investments, Inc. (including
consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such
Securities).
2
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.
(Registrant)
By: /s/ John Laws
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John Laws
Assistant Treasurer
Date: April 12, 2005
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED APRIL 12, 2005
Commission File Number 1-7182
Exhibit Index
Exhibit No. Description
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(1) Underwriting agreement
Merrill Lynch Mandatorily Exchangeable
Indemnity Agreement, dated April 6, 2005,
among the Company, Nuveen Investments, Inc.,
The St. Paul Travelers Companies, Inc.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co.
Incorporated and Merrill Lynch International.
(4) Instruments defining the rights of security holders,
including indentures.
Form of Merrill Lynch & Co., Inc.'s 6.75%
Mandatorily Exchangeable Securities due
October 15, 2007, Mandatorily Exchangeable
for Shares of Class A Common Stock of Nuveen
Investments, Inc.
(5) & (23) Opinion re: legality; consent of experts and counsel.
Opinion of Sidley Austin Brown & Wood LLP
relating to the 6.75% Mandatorily Exchangeable
Securities due October 15, 2007, Mandatorily
Exchangeable for Shares of Class A Common
Stock of Nuveen Investments, Inc. (including
consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such
Securities).
2