8-K: Current report filing
Published on May 9, 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): May 5, 2005
Merrill Lynch & Co., Inc.
-------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-7182 13-2740599
- -------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4 World Financial Center, New York, New York 10080
- --------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
--------------
- -------------------------------------------------------------------------------
(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
------------
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 shall issue $21,878,000
aggregate principal amount of PROtected Covered Call EnhancED Income NoteS(SM)
Linked to the Income Select 10 PROCEEDS Index due May 12, 2010 under the
Indenture. The exhibits consist of the form of Securities and an opinion of
counsel relating thereto.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
EXHIBITS
(4) Instruments defining the rights of
security holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s
PROtected Covered Call EnhancED Income
NoteS(SM) Linked to the Income Select 10
PROCEEDS Index due May 12, 2010.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Sidley Austin Brown & Wood LLP
relating to the PROtected Covered Call
EnhancED Income NoteS(SM) Linked to the
Income Select 10 PROCEEDS Index due May
12, 2010 (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
-------------------------------
John Laws
Assistant Treasurer
Date: May 5, 2005
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED MAY 5, 2005
Commission File Number 1-7182
Exhibit Index
Exhibit No. Description Page
- ----------- ----------- ----
(4) Instruments defining the rights of security
holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s
PROtected Covered Call EnhancED
Income NoteS(SM) Linked to the Income
Select 10 PROCEEDS Index due May 12,
2010.
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Sidley Austin Brown &
Wood LLP relating to the PROtected
Covered Call EnhancED Income NoteS(SM)
Linked to the Income Select 10
PROCEEDS Index due May 12, 2010
(including consent for inclusion of
such opinion in this report and in
Merrill Lynch & Co., Inc.'s
Registration Statement relating to
such Securities).
2