8-K: Current report filing
Published on December 7, 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): December 7, 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 $40,100,000 aggregate
principal amount of PROtected Covered Call EnhancED Income NoteS(SM) Linked to
the Energy Select Sector/Dow Jones-AIG Energy PROCEEDS Index due December 7,
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 Energy Select
Sector/Dow Jones-AIG Energy PROCEEDS Index
due December 7, 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
Energy Select Sector/Dow Jones-AIG Energy
PROCEEDS Index due December 7, 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: December 7, 2005
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED DECEMBER 7, 2010
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 Energy Select
Sector/Dow Jones-AIG Energy PROCEEDS Index
due December 7, 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
Energy Select Sector/Dow Jones-AIG Energy
PROCEEDS Index due December 7, 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