-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Or2tMVpyEz3/01sJb4vOjKZbXC02MbKspCCjdwcJG6vN0k4XMJvDbdyS3auQIoMa mn65q03KIRpk70IFnPjLaQ== 0000905148-06-003145.txt : 20060406 0000905148-06-003145.hdr.sgml : 20060406 20060405191235 ACCESSION NUMBER: 0000905148-06-003145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060405 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132740599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07182 FILM NUMBER: 06743485 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 8-K 1 efc6-1243_5858762form8k.txt 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): April 5, 2006 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 -------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 449-1000 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events ------------ Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-122639) 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, N.A. (the "Indenture"). The Company shall issue $25,025,000 aggregate original public offering price of 7% Callable STock Return Income DEbt Securities (SM) due April 5, 2007, payable on the maturity date with Intel Company common stock, under the Indenture. The exhibits consist of the form of Securities and an opinion of counsel relating thereto. Item 9.01. 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 7% Callable STock Return Income DEbt SecuritiesSM due April 5, 2007 payable on the maturity date with Intel Company common stock.* (5) & (23) Opinion re: legality; consent of counsel. Opinion of Sidley Austin LLP relating to the 7% Callable STock Return Income DEbt Securities (SM) due April 5, 2007 payable on the maturity date with Intel Company 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). - ------------------------ * Previously filed as Exhibit 99(B) to Registrant's Registration Statement on Form 8-A dated March 30, 2006. 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 Laws --------------------- John Laws Assistant Treasurer Date: April 5, 2006 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MERRILL LYNCH & CO., INC. EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED APRIL 5, 2006 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 7% Callable STock Return Income DEbt Securities (SM) due April 5, 2007 payable on the maturity date with Intel Company common stock.* (5) & (23) Opinion re: legality; consent of counsel. Opinion of Sidley Austin LLP relating to the 7% Callable STock Return Income DEbt Securities (SM) due April 5, 2007 payable on the maturity date with Intel Company 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). - ------------------------ * Previously filed as Exhibit 99(B) to Registrant's Registration Statement on Form 8-A dated March 30, 2006. 2 EX-5 2 efc6-1243_5858762ex523.txt EXHIBIT (5) & (23) April 5, 2006 Merrill Lynch & Co., Inc. 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: As your counsel, we have examined a copy of the Restated Certificate of Incorporation, as amended, of Merrill Lynch & Co., Inc. (the "Company"), certified by the Secretary of State of the State of Delaware. We are familiar with the corporate proceedings had in connection with the proposed issuance and sale by the Company to Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), pursuant to a Distribution Agreement dated December 15, 2004 (the "Distribution Agreement") between the Company and MLPF&S, of the Company's 7% Callable STock Return Income DEbt Securities (SM) due April 5, 2007 payable on the maturity date with Intel Company common stock (the "Securities") in an amount equal to $25,025,000 aggregate original public offering price of the Securities. We have also examined a copy of the Indenture between the Company and JPMorgan Chase Bank, N.A. as Trustee, dated as of April 1, 1983, as amended (the "Indenture"), and the Company's Registration Statement on Form S-3 (File No. 333-122639) relating to the Securities (the "Registration Statement"). Based upon the foregoing and upon such further investigation as we deemed relevant in the premises, we are of the opinion that: 1. The Company has been duly incorporated under the laws of the State of Delaware. 2. The Securities have been duly and validly authorized by the Company and, when the Securities have been duly executed and authenticated in accordance with the terms of the Indenture and delivered against payment therefor as set forth in the Distribution Agreement, the Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, moratorium, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and except as enforcement thereof is subject to general principles at equity (regardless of whether enforcement is considered in a proceeding in equity or at law). We consent to the filing of this opinion as an exhibit to the Registration Statement and as an exhibit to the Current Report of the Company on Form 8-K dated April 5, 2006. We also consent to the use of our name under the caption "United States Federal Income Taxation" in the pricing supplement related to the offering of the Securities. Very truly yours, /s/ Sidley Austin LLP -----END PRIVACY-ENHANCED MESSAGE-----