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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 |
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
| Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
Exhibit (a)(1)(iii)
Merrill Lynch & Co., Inc.
Offer to Exchange
any and all of its
Liquid Yield Option™ Notes due 2032
(Zero Coupon-Floating Rate-Senior)
(“Old LYONs”)
CUSIP No. 590188 A7 3
for
Exchange Liquid Yield Option Notes due 2032
(Zero Coupon-Floating Rate-Senior)
(“New LYONs”)
CUSIP No. 590188 W4 6
The exchange offer and withdrawal rights will expire at 5:00 P.M., New York City time, on December 9, 2004, unless extended by Merrill Lynch & Co., Inc.
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Enclosed for your consideration is the exchange circular, dated November 9, 2004 (as it may be amended or supplemented, the “exchange circular”) and a form of letter of transmittal (as it may be amended or supplemented, the “letter of transmittal”) relating to the exchange offer (the “exchange offer”) made by Merrill Lynch & Co., Inc. (the “Company”) to holders of Old LYONs to tender for exchange any Old LYONs for New LYONs.
The Company is inviting holders of Old LYONs to tender for exchange Old LYONs for New LYONs upon the terms and subject to the conditions set forth in the exchange circular. The exchange offer is not conditioned on any minimum number of Old LYONs being tendered but is subject to certain other conditions. See “The Exchange Offer—Conditions to the Exchange Offer” in the exchange circular.
Defined terms used herein and not defined herein shall have the meanings ascribed to them in the exchange circular.
The terms of the New LYONs and of the Old LYONs are more fully described in the exchange circular. The terms of the New LYONs are similar to the terms of the Old LYONs, but will differ in the following material ways:
| Ÿ | the yield will not exceed 5.5% per annum after March 13, 2007 for the Old LYONs or after March 13, 2008 for the New LYONs; |
| Ÿ | the Company may redeem all or a portion of the Old LYONs at any time on or after March 13, 2007, however the Company may redeem all or a portion of the New LYONs at any time on or after March 13, 2008; |
| Ÿ | holders may require the Company to repurchase all or a portion of either the Old LYONs or the New LYONs on March 13, 2005, 2007, 2012, 2017, 2022 and 2027, but additionally holders may require the Company to repurchase all or a portion of the New LYONs on March 13, 2006 and 2008; |
| ™ | Trademark of Merrill Lynch & Co., Inc. |
| Ÿ | holders of Old LYONs surrendered for conversion will receive 13.8213 shares of the Company’s common stock (subject to adjustment), while holders of New LYONs surrendered for conversion will receive the value (calculated as described in the exchange circular) of 13.8213 shares of our common stock (subject to adjustment). This value will be paid in cash in an amount equal to the contingent principal amount of the New LYON on the conversion date and the remainder, at our election, in cash, common stock or a combination thereof; |
| Ÿ | the Company will pay contingent interest, if any, to holders commencing June 1, 2007 for the Old LYONs and commencing June 1, 2008 for the New LYONs; |
| Ÿ | during any period when contingent interest is payable, the contingent interest payable each quarter per New LYON will equal an annualized rate of 0.88% of the contingent principal amount (the per bond equivalent of our quarterly current annualized dividend rate of $0.16 per share of common stock multiplied by the conversion rate of 13.8213) of a New LYON on the immediately preceding quarterly yield reset date. This rate will not change in the event we vary our dividend rate or the conversion rate is adjusted. Contingent interest on the Old LYONs, if payable, is variable and based upon dividends that the Company pays on our common stock; and |
| Ÿ | the conversion rate adjustments applicable to the New LYONs will generally be identical to the conversion rate adjustments applicable to the Old LYONs; however, until March 13, 2008 rather than adjusting for “extraordinary cash dividends”, as is provided in the Old LYONs, the conversion rate of the New LYONs will be adjusted upon the issuance of a cash dividend to all the holders of our common stock to the extent such dividend exceeds $0.16 per share per quarter. |
The original terms of the Old LYONs provided that, in the event of an early repayment of the Old LYONs at the option of holders, the Company could repay such Old LYONs by delivering, at its option, cash, its common stock or a combination thereof. On November 1, 2004, the Company amended the terms of the Old LYONs to provide that the Company will repay any Old LYONs surrendered for early repurchase at the option of a holder only in cash. This amended term of the Old LYONs will also be a term of the New LYONs.
For your information and for forwarding to your clients for whom you hold Old LYONs registered on the books of The Depository Trust Company (“DTC”) in your name or in the name of your nominee, we are enclosing the following documents:
| 1. | Exchange circular dated November 9, 2004. |
| 2. | A letter of transmittal for the Old LYONs for your use and for the information of your clients, including an Internal Revenue Service Form W-9, a Certificate of Awaiting Taxpayer Identification Number and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. |
| 3. | A printed form of letter, including the letter of instructions, which may be sent to your clients for whose accounts you hold Old LYONs registered on the books of DTC in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer. This form will enable you, on behalf of your clients, to tender all Old LYONs owned by your clients that are held by you on their behalf. |
DTC participants will be able to execute tenders through the DTC Automated Tender Offer Program (“ATOP”).
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE IN ORDER TO OBTAIN THEIR INSTRUCTIONS.
2
Any inquiries you may have with respect to the exchange offer should be addressed to: Global Bondholder Services Corporation, the information agent, or to Merrill Lynch, Pierce, Fenner & Smith Incorporated, the financial advisor, at their respective addresses and telephone numbers set forth on the back cover of the exchange circular. Additional copies of the enclosed materials may be obtained from the information agent. The financial advisor, the exchange agent and the information agent will answer questions with respect to the exchange offer solely by reference to the terms of the exchange circular.
Very truly yours,
MERRILL LYNCH & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT OF THE COMPANY, THE FINANCIAL ADVISOR, THE INFORMATION AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
3
| This ‘SC TO-I’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/13/27 | ||||
| 3/13/22 | ||||
| 3/13/17 | ||||
| 3/13/12 | ||||
| 6/1/08 | 4 | |||
| 3/13/08 | 4, 8-K | |||
| 6/1/07 | 424B2, 424B3, 8-A12B, 8-K, FWP | |||
| 3/13/07 | 4, 424B2, 424B3, 8-K | |||
| 3/13/06 | 424B3 | |||
| 3/13/05 | ||||
| 12/9/04 | ||||
| Filed on: | 11/9/04 | 8-K, SC TO-I, T-3 | ||
| 11/1/04 | 10-Q, 4, 424B3, 424B5, 8-K | |||
| List all Filings | ||||