8-K: Current report filing

Published on March 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): March 1, 2002

Merrill Lynch & Co., Inc.
-------------------------
(Exact name of Registrant as specified in its charter)


Delaware 1-7182 13-2740599
- --------------------------------------------------------------------------------
(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
------------

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 $25,000,000 aggregate original
public offering price of Enhanced Return Notes/SM/ Linked to the Nasdaq-100
Index(R) due March 1, 2004 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 Enhanced
Return Notes/SM/ Linked to the Nasdaq-100
Index(R) due March 1, 2004

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

Opinion of Sidley Austin Brown &
Wood LLP relating to the Enhanced
Return Notes/SM/ Linked to the
Nasdaq-100 Index(R) due March 1,
2004 (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.
-------------------------
(Registrant)


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

Date: March 1, 2002


3



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549







MERRILL LYNCH & CO., INC.








EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED MARCH 1, 2002



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 Enhanced
Return Notes/SM/ Linked to the Nasdaq-100
Index(R)due March 1, 2004.

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

Opinion of Sidley Austin Brown & Wood LLP
relating to the Enhanced Return Notes/SM/
Linked to the Nasdaq-100 Index(R) due March
1, 2004 (including consent for inclusion of
such opinion in this report and in Merrill
Lynch & Co., Inc.'s Registration Statement
relating to such Securities).