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
Floating Rate Notes
Principal Amount: $600,000,000
Commission: 0.2500%
Issue Price: 100.00%
Proceeds: $598,500,000 Original Issue Date: May 21, 2001
CUSIP Number: 59018Y JN2 Stated Maturity Date: May 21, 2004
Interest Calculation: Day Count Convention:
- --------------------- ---------------------
/x/ Regular Floating Rate Note /x/ Actual/360
/_/ Inverse Floating Rate Note /_/ 30/360
(Fixed Interest Rate): /_/ Actual/Actual
Interest Rate Basis:
- --------------------
/x/ LIBOR /_/ Commercial Paper Rate
/_/ CMT Rate /_/ Eleventh District Cost of Funds Rate
/_/ Prime Rate /_/ CD Rate
/_/ Federal Funds Rate /_/ Other (see attached)
/_/ Treasury Rate
Designated CMT Page: Designated LIBOR Page:
CMT Telerate Page: LIBOR Telerate Page:
CMT Reuters Page: LIBOR Reuters Page:
Index Maturity: Three Months Minimum Interest Rate: Not Applicable
Spread: +0.30% Maximum Interest Rate: Not Applicable
Initial Interest Rate: TBD Spread Multiplier: Not Applicable
Interest Reset Dates: Quarterly, on the 21st of February, May, August and November commencing
August 21, 2001 until maturity, subject to the modified following business day convention
Interest Payment Dates: Quarterly, on the 21st of February, May, August and November commencing
August 21, 2001 until maturity, subject to the modified 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"), ABN AMRO Incorporated and
First Union Securities, Inc. (the "Underwriters"), are acting as principals in this transaction. MLPF&S
is acting as the Lead Underwriter.
Pursuant to an agreement, dated May 15, 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 $ 594,000,000
Incorporated
ABN AMRO Incorporated $ 3,000,000
First Union Securities, Inc. $ 3,000,000
------------------
Total $ 600,000,000
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: May 15, 2001