PROSPECTUS SUPPLEMENT File No. 333-52822 - ---------------------- Rule 424(b)(3) (To Prospectus Supplement and Prospectus dated January 24, 2001) MERRILL LYNCH & CO., INC. MEDIUM TERM NOTES, SERIES B DUE NINE MONTHS OR MORE FROM DATE OF ISSUE FIXED RATE NOTES Principal Amount: $150,000,000 Commission: 0.175% Issue Price: 100.00% Proceeds: $149,737,500.00 Cusip Number: 590 18YHP9 Interest Rate: 4.93000% Original Issue Date: April 27, 2001 Stated Maturity Date: April 25, 2003 Interest Payment Dates: Each April 25th and October 25th, commencing on October 25, 2001, subject to Following Business Day Convention. Repayment at the Option of the Holder: The Notes cannot be repaid prior to the Stated Maturity Date. Redemption at the Option of the Company: The Notes cannot be redeemed prior to the Stated Maturity Date. Form: The Notes are being issued in fully registered book-entry form. Trustee: The Chase Manhattan Bank Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), HSBC Securities (USA) Inc. and Wachovia Securities, Inc. (the "Underwriters"), are acting as principals in this transaction. MLPF&S is acting as the Lead Underwriter. Pursuant to an agreement, dated April 24, 2001 (the "Agreement"), between the Company and the Underwriters, the Company has agreed to sell to each of the Underwriters and each of the Underwriters has severally and not jointly agreed to purchase the principal amount of Notes set forth opposite its name below: Underwriters Principal Amount of the Notes ------------ ----------------------------- Merrill Lynch, Pierce, Fenner & Smith $135,000,000 Incorporated HSBC Securities (USA) Inc. $7,500,000 Wachovia Securities, Inc. $7,500,000 ---------- Total $150,000,000 Pursuant to the Agreement, the obligations of the Underwriters are subject to certain conditions and the Underwriters are committed to take and pay for all of the Notes, if any are taken. The Underwriters have advised the Company that they propose initially to offer all or part of the Notes directly to the public at the Issue Price listed above. After the initial public offering, the Issue Price may be changed. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Dated: April 24, 2001