8-K: Current report filing

Published on May 23, 2001



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 23, 2001

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.)

Item 5. Other Events
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Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No 333-52822) 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 May 23, 2001, between the
Company and The Chase Manhattan Bank (the "Indenture"). The Company will issue
$4,600,000,000 aggregate principal amount at maturity of Liquid Yield Option
Notes due 2031 under the Indenture. The exhibits consist of the Indenture, the
form of the Securities and an opinion of counsel relating thereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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EXHIBITS

(4) Instruments defining the rights of security holders,
including indentures.

The Indenture with the Form of Merrill Lynch & Co.,
Inc.'s Liquid Yield Option Notes due 2031 attached.

(5) & (23) Opinion re: legality; consent of counsel.

Opinion of Brown & Wood LLP relating to the Liquid
Yield Option Notes due 2031 (including consent for
inclusion of such opinion in this report and in Merrill
Lynch & Co., Inc.'s Registration Statements 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.
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(Registrant)

By: /s/ John C. Stomber
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John C. Stomber
Senior Vice President
and
Treasurer

Date: May 23, 2001

3

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



MERRILL LYNCH & CO., INC.



EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED MAY 23, 2001



Commission File Number 1-7182

Exhibit Index

Exhibit No. Description Page
- ----------- ----------- ----

(4) Instruments defining the rights of security holders,
including indentures.

The Indenture with the Form of Merrill Lynch & Co., Inc.'s
Liquid Yield Option Notes due 2031 attached.

(5) & (23) Opinion re: legality; consent of counsel.

Opinion of Brown & Wood LLP relating to the Liquid Yield
Option Notes due 2031 (including consent for inclusion of
such opinion in this report and in Merrill Lynch & Co.,
Inc.'s Registration Statements relating to such Securities).