================================================================================ UNITED STATES 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): February 4, 2004 MERCK & CO., INC. (Exact name of registrant as specified in its charter) New Jersey 1-3305 22-1109110 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One Merck Drive P.O. Box 100, Whitehouse Station, NJ 08889-0100 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (908) 423-1000 Not Applicable (Former name or former address, if changed since last report) ================================================================================ Item 5. Other Events On February 4, 2004, Merck & Co., Inc. entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, for the sale of $350,000,000 2.50% Notes due March 30, 2007. The Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K. Item 7. Financial Statements, Pro Forma Financial Statements, and Exhibits (c) Exhibits 1.1 Underwriting Agreement, dated February 4, 2004, between Merck & Co., Inc. and Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated. SIGNATURES 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 hereunto duly authorized. MERCK & CO., INC. (Registrant) February 10, 2004 /s/ Debra A. Bollwage --------------------- DEBRA A. BOLLWAGE Assistant Secretary EXHIBIT INDEX ------------- Exhibit Number Description ------- ------------ 1.1 Underwriting Agreement, dated February 4, 2004, between Merck & Co. Inc. and Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated.