8-K: Current report filing
Published on February 1, 2002
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): February 1, 2002
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 JPMorgan Chase Bank (as so
amended, the "Indenture"). The Company will issue $55,275,000 aggregate
principal amount of 9% Callable STock Return Income DEbt Securities/SM/ due
February 2, 2004, payable at maturity with JDS Uniphase Corporation 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
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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 February 2, 2004, payable at
maturity with JDS Uniphase Corporation 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 February
2, 2004, payable at maturity with JDS Uniphase Corporation
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).
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: February 1, 2002
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED FEBRUARY 1, 2002
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 9%
Callable STock Return Income DEbt
Securities/SM/ due February 2, 2004, payable
at maturity with JDS Uniphase Corporation
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 February 2,
2004, payable at maturity with JDS Uniphase
Corporation 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).