8-K: Current report filing

Published on November 1, 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): November 1, 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 April 1, 1983, as amended
through the date hereof, between the Company and The Chase Manhattan Bank (as so
amended, the "Indenture"). The Company will issue $ 119,880,000 aggregate
principal amount of 9% Callable STock Return Income DEbt Securities/SM/ due
November 3, 2003, payable at maturity with Sun Microsystems, Inc. common stock,
under the Indenture. The exhibits consist of the form of Securities and an
opinion of counsel relating thereto.

Item 7. 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 9%
Callable STock Return Income DEbt
Securities/SM/ due November 3, 2003,
payable at maturity with Sun Microsystems,
Inc. common stock.

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

Opinion of Sidley Austin Brown & Wood LLP
relating to the 9% Callable STock Return
Income DEbt Securities/SM/ due November 3,
2003, payable at maturity with Sun
Microsystems, Inc. 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).


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 C. Stomber
-----------------------------------
John C. Stomber
Senior Vice President
and
Treasurer

Date: November 1, 2001

3


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

MERRILL LYNCH & CO., INC.

EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED NOVEMBER 1, 2001

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 9% Callable
STock Return Income DEbt Securities/SM/ due
November 3, 2003, payable at maturity with Sun
Microsystems, Inc. common stock.

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

Opinion of Sidley Austin Brown & Wood LLP
relating to the 9% Callable STock Return Income
DEbt Securities/SM/ due November 3, 2003,
payable at maturity with Sun Microsystems, Inc.
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).