8-K: Current report filing
Published on April 5, 2006
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 4, 2006
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. 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. (the "Indenture"). The Company shall issue $28,000,000 aggregate original
public offering price of 8% Callable STock Return Income DEbt Securities(SM)
due April 4, 2007, payable on the maturity date with Halliburton Company
common stock, 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
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EXHIBITS
(4) Instruments defining the rights of security
holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s 8% Callable
STock Return Income DEbt Securities(SM) due
April 4, 2007 payable on the maturity date with
Halliburton Company common stock.*
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Sidley Austin LLP relating to the 8%
Callable STock Return Income DEbt Securities(SM)
due April 4, 2007 payable on the maturity date
with Halliburton Company common stock (including
consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s
Registration Statement relating to such
Securities).
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* Previously filed as Exhibit 99(B) to Registrant's Registration Statement on
Form 8-A dated March 29, 2006.
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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: April 4, 2006
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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 4, 2006
Commission File Number 1-7182
Exhibit Index
Exhibit No. Description Page
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(4) Instruments defining the rights of security
holders, including indentures.
Form of Merrill Lynch & Co., Inc.'s 8%
Callable STock Return Income DEbt
Securities(SM) due April 4, 2007 payable on
the maturity date with Halliburton Company
common stock.*
(5) & (23) Opinion re: legality; consent of counsel.
Opinion of Sidley Austin LLP relating to the
8% Callable STock Return Income DEbt
Securities(SM) due April 4, 2007 payable on
the maturity date with Halliburton Company
common stock (including consent for
inclusion of such opinion in this report and
in Merrill Lynch & Co., Inc.'s Registration
Statement relating to such Securities).
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* Previously filed as Exhibit 99(B) to Registrant's Registration Statement on
Form 8-A dated March 29, 2006.
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