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Merrill Lynch & Co., Inc. – ‘SC TO-I’ on 11/9/04 re: Merrill Lynch & Co., Inc.

On:  Tuesday, 11/9/04, at 5:05pm ET   ·   Accession #:  1193125-4-191453   ·   File #:  5-34312

Previous ‘SC TO-I’:  ‘SC TO-I’ on 11/9/04   ·   Next:  ‘SC TO-I/A’ on 11/17/04   ·   Latest:  ‘SC TO-I/A’ on 2/24/09

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/09/04  Merrill Lynch & Co., Inc.         SC TO-I                6:840K Merrill Lynch & Co., Inc.         RR Donnelley/FA

Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I     Schedule to                                         HTML     35K 
 2: EX-99.(A)(1)(I)  Exchange Circular, Dated November 9, 2004      HTML    546K 
 3: EX-99.(A)(1)(II)  Letter of Transmittal                         HTML     96K 
 4: EX-99.(A)(1)(III)  Letter to Brokers, Dealers, Commercial       HTML     23K 
                          Banks, Trust Companies and Other                       
                          Nominees                                               
 5: EX-99.(A)(1)(IV)  Letter to Clients                             HTML     33K 
 6: EX-99.(A)(5)(I)  Press Release, Dated November 9, 2004          HTML     17K 


SC TO-I   —   Schedule to


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Schedule TO  

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

SCHEDULE TO

(RULE 14d-100)

 

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

MERRILL LYNCH & CO., INC.

(Name of Subject Company (Issuer))

 

MERRILL LYNCH & CO., INC. (ISSUER)

(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

 

LIQUID YIELD OPTION NOTES DUE 2032

(Title of Class of Securities)

 

590188 A7 3

(CUSIP Number of Class of Securities)

 

RICHARD ALSOP, ESQ.

GENERAL COUNSEL

CORPORATE LAW

MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER

NEW YORK, NEW YORK 10080

TELEPHONE: (212) 449-1000

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

 

COPY TO:

 

NORMAN D. SLONAKER, ESQ.

SIDLEY AUSTIN BROWN & WOOD LLP

787 SEVENTH AVENUE

NEW YORK, NEW YORK 10019

TELEPHONE: (212) 839-5300

 


 

CALCULATION OF FILING FEE

 

TRANSACTION VALUATION1   AMOUNT OF FILING FEE2
$2,300,000,000   $291,410

 

¨   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:                                                           

  Filing Party:                                                                                    

Form of Registration No.:                                                         

  Date Filed:                                                                                      

 

¨   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

¨   Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨   third-party tender offer subject to Rule 14d-1.

 

x   issuer tender offer subject to Rule 13e-4.

 

¨   going-private transaction subject to Rule 13e-3.

 

¨   amendment to Schedule 13D under Rule 13d-2.

 

Check   the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 


  Trademark of Merrill Lynch & Co., Inc.
1   The transaction value is based upon the original principal amount of the securities to be received by the acquiring person computed as of the latest practicable date prior to the date of filing.
2   The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $126.70 per $1,000,000 of the value of the transaction.

 



SCHEDULE TO

 

This Tender Offer Statement on Schedule TO relates to the offer by Merrill Lynch & Co., Inc., a Delaware corporation (the “Company”), to exchange (the “Exchange Offer”) an aggregate original principal amount of up to $2,300,000,000 of the Company’s Exchange Liquid Yield Option Notes due 2032 (Zero Coupon–Floating Rate–Senior) (the “New LYONs”) for a like original principal amount of the Company’s issued and outstanding Liquid Yield Option Notes due 2032 (Zero Coupon–Floating Rate–Senior) (the “Old LYONs”). The Company’s Exchange Offer is being made upon the terms and subject to the conditions set forth in the Exchange Circular dated November 9, 2004 and in the related Letter of Transmittal, which are filed as exhibits to this Schedule TO. This Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The Exchange Offer is being made by the Company pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

 

The information in the Exchange Circular and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated herein by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO, except as otherwise set forth below.

 

Item 3. Identity and Background of Filing Person

 

(A)   Name and address.

 

This is an issuer tender offer. The filing person and subject company is Merrill Lynch & Co., Inc., a Delaware corporation, with its principal executive offices located at 4 World Financial Center, New York, New York 10080; telephone number (212) 449-1000.

 

Pursuant to General Instruction C to Schedule TO, the following persons are the executive officers and directors of the Company:

 

Name


  

Position


E. Stanley O’Neal

   Chairman of the Board, Chief Executive Officer, President and Chief Operating Officer

Rosemary T. Berkery

   Executive Vice President, General Counsel

Robert C. Doll

   Senior Vice President

Ahmass L. Fakahany

   Executive Vice President, Chief Financial Officer

Gregory J. Fleming

   Executive Vice President

James P. Gorman

   Executive Vice President

Do Woo Kim

   Executive Vice President

Robert J. McCann

   Executive Vice President

Worley H. Clark

   Director

Jill K. Conway

   Director

Alberto Cribiore

   Director

John D. Finnegan

   Director

Heinz-Joachim Neubürger

   Director

David K. Newbigging

   Director

Aulana L. Peters

   Director

Joseph W. Prueher

   Director

Ann N. Reese

   Director

Charles O. Rossotti

   Director

 

2


The business address and telephone number of each of the above executive officers and directors of the Company is 4 World Financial Center, New York, New York 10080; telephone number is (212) 449-1000.

 

Item 12. Exhibits.

 

(a)(1)(i)    Exchange Circular, dated November 9, 2004.
(a)(1)(ii)    Letter of Transmittal.
(a)(1)(iii)    Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)    Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(i)    Press Release, dated November 9, 2004, Merrill Lynch & Co., Inc. Announces Commencement of Its Offer to Exchange.

 

Item 13. Information Required by Schedule 13E-3.

 

Not applicable.

 

3


SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 9, 2004

     

MERRILL LYNCH & CO., INC.

            By:  

/S/  JOHN LAWS


               

Name: John Laws

Title:   Assistant Treasurer

 

4


EXHIBIT INDEX

 

Exhibit
Number


  

Description


(a)(1)(i)   

Exchange Circular, dated November 9, 2004.

(a)(1)(ii)   

Letter of Transmittal.

(a)(1)(iii)   

Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(1)(iv)   

Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(5)(i)   

Press Release, dated November 9, 2004, Merrill Lynch & Co., Announces Commencement of Its Offer to Exchange.

 

5


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-I’ Filing    Date    Other Filings
Filed on:11/9/048-K,  SC TO-I,  T-3
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