8-K: Current report filing
Published on May 4, 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): May 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. 333-132911) 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 $41,000,000
aggregate original public offering price of 50/150 International Equity Basket
Notes due December 4, 2008 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 50/150 International
Equity Basket Notes due December 4, 2008.
(5)&(23) Opinion re: legality; consent of counsel.
Opinion of Sidley Austin LLP relating to the 50/150
International Equity Basket Notes due December 4, 2008
(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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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 Thurlow
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John Thurlow
Assistant Treasurer
Date: May 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 MAY 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 50/150 International
Equity Basket Notes due December 4, 2008.
(5)&(23) Opinion re: legality; consent of counsel.
Opinion of Sidley Austin LLP relating to the 50/150
International Equity Basket Notes due December 4, 2008
(including consent for inclusion of such opinion in this
report and in Merrill Lynch & Co., Inc.'s Registration
Statement relating to such Securities).
2