SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Merrill Lynch & Co., Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-2740599
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
4 World Financial Center
New York, New York 10080
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and securities pursuant to Section
is effective pursuant to General 12(g) of the Exchange Act and
Instruction A.(c), please check the is effective pursuant to
following box. |X| General Instruction A.(d),
please check the following
box. |_|
Securities Act registration statement file number to which this form
relates: 333-122639
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Accelerated Return Notes Linked to the The American Stock Exchange
Nikkei 225(R) Index due November 7, 2006
Securities to be registered pursuant to Section 12(g) of the Act:
(None)
Item 1. Description of Registrant's Securities to be Registered.
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The description of the general terms and provisions of the Accelerated
Return Notes Linked to the Nikkei 225(R) Index due November 7, 2006, issued by
Merrill Lynch & Co., Inc. (the "Notes"), set forth in the Preliminary Pricing
Supplement, dated August 3, 2005, and the Prospectus Supplement and Prospectus,
each dated February 25, 2005, attached hereto as Exhibit 99(A), is hereby
incorporated by reference and contains certain proposed terms and provisions.
The description of the Notes contained in the Pricing Supplement to be filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, under
Registration Statement Number 333-122639, which will contain the final terms and
provisions of the Notes, including the maturity date of the Notes, is hereby
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof.
Item 2. Exhibits.
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99(A) Preliminary Pricing Supplement, dated August 3,
2005, and the Prospectus Supplement and
Prospectus, each dated February 25, 2005
(incorporated by reference to registrant's filing
pursuant to Rule 424(b)).
99(B) Form of Note.
99(C) Copy of Indenture between Merrill Lynch & Co.,
Inc. and JPMorgan Chase Bank, N.A., dated as of
April 1, 1983, as amended and restated.*
Other securities issued by Merrill Lynch & Co., Inc. are listed on
the American Stock Exchange.
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* Exhibit 99 (C) is incorporated by reference from Exhibit (3) to
Registrant's Registration Statement on Form 8-A dated July 20, 1992.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
MERRILL LYNCH & CO., INC.
By: /s/ Judith A. Witterschein
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Judith A. Witterschein
Secretary
Date: September 1, 2005
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS
TO
FORM 8-A DATED SEPTEMBER 1, 2005
INDEX TO EXHIBITS
-----------------
Exhibit No.
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99(A) Preliminary Pricing Supplement, dated August 3, 2005,
and the Prospectus Supplement and Prospectus, each
dated February 25, 2005 (incorporated by reference to
registrant's filing pursuant to Rule 424(b)).
99(B) Form of Note.
99(C) Copy of Indenture between Merrill Lynch & Co., Inc. and
JPMorgan Chase Bank, N.A., dated as of April 1, 1983, as
amended and restated.*
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* Exhibit 99(C) is incorporated by reference from Exhibit (3) to
Registrant's Registration Statement on Form 8-A dated July 20,
1992.
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EXHIBIT 99 (B)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
REGISTERED No.: R-1 CUSIP No.: PRINCIPAL AMOUNT:
MERRILL LYNCH & CO., INC.
Medium-Term Notes, Series C
Accelerated Return Notes(R)
(the "Notes")
ORIGINAL ISSUE DATE: STATED MATURITY: INDEX:
INDEX PUBLISHER: STARTING VALUE: CAPPED VALUE:
CALCULATION AGENT: DENOMINATIONS: SPECIFIED CURRENCY:
Merrill Lynch, Pierce, Integral multiples of $10 United States dollar
Fenner & Smith Incorporated (unless otherwise specified) (unless otherwise specified)
(unless otherwise specified)
DEFAULT RATE:
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter
referred to as the "Company", which term includes any successor corporation
under the Indenture herein referred to), for value received, hereby promises
to pay to CEDE & CO., or its registered assigns, the Redemption Amount (as
defined below) at the Stated Maturity.
Payment or delivery of the Redemption Amount and any interest on any
overdue amount thereof with respect to this Global Note shall be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.
Payment at Stated Maturity
At the Stated Maturity, a Holder shall receive a cash payment equal to
the Redemption Amount. The "Redemption Amount" with respect to each $10
principal amount of this Global Note shall be determined by the Calculation
Agent and shall equal:
(i) If the Ending Value (as defined below) is greater than the
Starting Value:
( (Ending Value - Starting Value))
$10 + ($30x (-----------------------------));
( ( Starting Value ))
provided, however, the Redemption Amount shall not exceed the Capped Value; or
(ii) If the Ending Value is equal to or less than the Starting Value:
( Ending Value )
$10 x ( ------------- )
( Starting Value )
The "Ending Value" shall be determined by the Calculation Agent and
shall equal the average of the closing levels of the Index determined on each of
the first five Calculation Days (as defined below) during the Calculation Period
(as defined below). If there are fewer than five Calculation Days during the
Calculation Period, then the Ending Value shall equal the average of the closing
levels of the Index on those Calculation Days. If there is only one Calculation
Day during the Calculation Period, then the Ending Value shall equal the closing
level of the Index on that Calculation Day. If no Calculation Days occur during
the Calculation Period, then the Ending Value shall equal the closing level of
the Index determined on the last scheduled Index Business Day (as defined below)
in the Calculation Period, regardless of the occurrence of a Market Disruption
Event (as defined below) on that scheduled Index Business Day.
The "Calculation Period" means the period from and including the
seventh scheduled Index Business Day before the Stated Maturity to and including
the second scheduled Index Business Day before the Stated Maturity.
A "Calculation Day" means any Index Business Day during the Calculation
Period on which a Market Disruption Event has not occurred.
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An "Index Business Day" means any day on which the New York Stock
Exchange (the "NYSE"), the American Stock Exchange (the "AMEX") and The Nasdaq
Stock Market (the "Nasdaq") are open for trading and the Index or any Successor
Index (as defined below) is calculated and published.
All determinations made by the Calculation Agent shall be at the sole
discretion of the Calculation Agent and, absent a determination of a manifest
error, shall be conclusive for all purposes and binding on the Company and the
Holders and beneficial owners of this Global Note.
Adjustments to the Index; Market Disruption Events
If at any time the Index Publisher makes a material change in the
formula for or the method of calculating the Index or in any other way
materially modifies the Index so that the Index does not, in the opinion of the
Calculation Agent, fairly represent the level of the Index had those changes or
modifications not been made, then, from and after that time, the Calculation
Agent shall, at the close of business in New York, New York, on each date that
the closing level of the Index is to be calculated, make any adjustments as, in
the good faith judgment of the Calculation Agent, may be necessary in order to
arrive at a calculation of a level of a stock index comparable to the Index as
if those changes or modifications had not been made, and calculate the closing
level with reference to the Index, as so adjusted.
"Market Disruption Event" means either of the following events as
determined by the Calculation Agent:
(A) the suspension of or material limitation on trading for more
than two hours of trading, or during the one-half hour period
preceding the close of trading, on the applicable exchange
(without taking into account any extended or after-hours
trading session), in 20% or more of the stocks which then
comprise the Index or any Successor Index; or
(B) the suspension of or material limitation on trading for more
than two hours of trading, or during the one-half hour period
preceding the close of trading, on the applicable exchange
(without taking into account any extended or after-hours
trading session), whether by reason of movements in price
otherwise exceeding levels permitted by the applicable
exchange or otherwise, in option contracts or futures
contracts related to the Index, or any Successor Index, which
are traded on any major United States exchange.
For the purpose of determining whether a Market Disruption Event has
occurred:
(1) a limitation on the hours in a trading day and/or number of
days of trading shall not constitute a Market Disruption Event
if it results from an announced change in the regular business
hours of the applicable exchange;
(2) a suspension in trading in a futures or option contract on the
Index, or any Successor Index, by a major securities market by
reason of (a) a price change violating limits set by that
securities market, (b) an imbalance of orders relating to
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those contracts or (c) a disparity in bid and ask quotes
relating to those contracts shall constitute a suspension of
or material limitation on trading in futures or option
contracts related to that index;
(3) a suspension of or material limitation on trading on the
applicable exchange shall not include any time when that
exchange is closed for trading under ordinary circumstances;
and
(4) for the purpose of clause (A) above, any limitations on
trading during significant market fluctuations under NYSE Rule
80A, or any applicable rule or regulation enacted or
promulgated by the NYSE or any other self regulatory
organization or the Securities and Exchange Commission of
similar scope as determined by the Calculation Agent, shall be
considered "material".
Discontinuance of the Index
If the Index Publisher discontinues publication of the Index and the
Index Publisher or another entity publishes a successor or substitute index that
the Calculation Agent determines, in its sole discretion, to be comparable to
the Index (a "Successor Index"), then, upon the Calculation Agent's notification
of that determination to the Trustee (as defined below) and the Company, the
Calculation Agent shall substitute such Successor Index as calculated by the
Index Publisher or any other entity for the Index and calculate the Ending Value
as described above under "Payment at Stated Maturity". Upon any selection by the
Calculation Agent of a Successor Index, the Company shall cause notice to be
given to Holders of this Global Note.
In the event that the Index Publisher discontinues publication of the
Index and:
o the Calculation Agent does not select a Successor Index; or
o the Successor Index is not published on any of the Calculation
Days,
the Calculation Agent shall compute a substitute level for the Index in
accordance with the procedures last used to calculate the Index before any
discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a level as a substitute for the Index as described below, the
Successor Index or level shall be used as a substitute for the Index for all
purposes, including the purpose of determining whether a Market Disruption Event
exists.
If the Index Publisher discontinues publication of the Index before the
Calculation Period and the Calculation Agent determines that no Successor Index
is available at that time, then on each Business Day (as defined below) until
the earlier to occur of:
o the determination of the Ending Value; or
o a determination by the Calculation Agent that a Successor Index
is available,
the Calculation Agent shall determine the value that would be used in computing
the Redemption Amount as described in the preceding paragraph as if that day
were a Calculation Day. The Calculation Agent shall cause notice of each value
to be published not less often than once each
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month in The Wall Street Journal or another newspaper of general circulation
and arrange for information with respect to these values to be made available
by telephone.
A "Business Day" means a day on which the NYSE, the AMEX and the Nasdaq
are open for trading.
General
All percentages resulting from any calculation on the Notes shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards. For example, 9.876545% (or
..09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used
in or resulting from any calculation shall be rounded to the nearest cent with
one-half cent being rounded upward.
This Global Note is one of a duly authorized issue of the Company's
Medium-Term Notes, Series C, Due Nine Months or More from Date of Issue and
designated as Accelerated Return Notes which are due at the Stated Maturity. The
Notes are issued and to be issued under an indenture dated as of April 1, 1983,
as amended and restated (the "Indenture"), between the Company and JPMorgan
Chase Bank, N.A. (herein called the "Trustee", which term includes any successor
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee with respect to the Notes under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers,
this Global Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
The Notes are issuable only in registered form without coupons in the
Denominations specified above. As provided in the Indenture and subject to
certain limitations therein set forth, this Global Note is exchangeable for
certificates representing Notes of like tenor and of an equal Principal Amount
as requested by the Holder surrendering the same. If (x) the Depository is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 60 days, (y) the Company
executes and delivers to the Trustee a Company Order to the effect that this
Global Note shall be exchangeable or (z) an Event of Default has occurred and is
continuing with respect to this Global Note, this Global Note shall be
exchangeable for certificates representing the Notes in definitive form of like
tenor and of an equal Principal Amount, in authorized denominations. Such
definitive Notes shall be registered in such name or names as the Depository
shall instruct the Trustee. If definitive Notes are so delivered, the Company
may make such changes to the form of this Global Note as are necessary or
appropriate to allow for the issuance of such definitive Notes.
In case an Event of Default with respect to this Global Note shall have
occurred and be continuing, the amount payable to a Holder of this Global Note
upon any acceleration permitted by the Notes, with respect to the Principal
Amount of this Global Note, shall be equal to the Redemption Amount, calculated
as though the date of acceleration were the Stated Maturity.
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In case of default in payment of this Global Note, whether at the
Stated Maturity or upon acceleration, from and after such date this Global Note
shall bear interest, payable upon demand of the Holders thereof, at the Default
Rate, to the extent that payment of interest shall be legally enforceable on the
unpaid amount due and payable on such date in accordance with the terms of this
Global Note to the date payment of such amount has been made or duly provided
for.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 66 2/3% in aggregate principal amount of
the Securities at the time Outstanding of each series affected thereby. Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
each series, are permitted to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Global Note
shall be conclusive and binding upon such Holder and upon all future Holders of
this Global Note and of any Note issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Global Note.
No reference herein to the Indenture and no provision of this Global
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the Redemption Amount hereof and
interest on this Global Note, if any, at the time, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, the transfer of this Global Note may be
registered on the Security Register of the Company, upon surrender of this
Global Note for registration of transfer at the office or agency of the Company
in the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new certificates representing the Notes of
authorized denominations of like tenor and for the same Principal Amount shall
be issued to the designated transferee or transferees.
Prior to due presentment of this Global Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Global Note is registered as the owner
hereof for all purposes, whether or not this Global Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
6
The Company and each Holder and beneficial owner by acceptance hereof
hereby agree (in the absence of an administrative determination, judicial ruling
or other authoritative guidance to the contrary) to characterize and treat this
Global Note for all tax purposes as a pre-paid cash-settled forward contract
linked to the level of the Index.
The Indenture and this Global Note shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Global Note which are defined in the Indenture
but not in this Global Note shall have the meanings assigned to them in the
Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series
designated therein referred to in the [Copy of Seal]
within-mentioned Indenture.
JPMorgan Chase Bank, N.A., as Trustee By:
-----------------------------------------
Assistant Treasurer
By: Attest:
----------------------------------------- -------------------------------------
Authorized Officer Secretary
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.) ___________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)______________________________________________________________________
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________________ attorney to transfer said
Note on the books of the Company with full power of substitution in the
premises.
Date:
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NOTICE: The signature of the registered
Holder to this assignment must
correspond with the name as written
upon the face of the within instrument
in every particular, without alteration
or enlargement or any change
whatsoever.
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