PROSPECTUS SUPPLEMENT File No. 333-52822
- --------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus dated January 24, 2001)
Prospectus Supplement Number: 2217
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $156,000,000
Issue Price: 100.00%
CUSIP Number: 59018YML2
Interest Rate: 3.03% per annum
Original Issue Date: March 27, 2002
Stated Maturity Date: April 2, 2003
Interest Payment Dates: At the Stated Maturity Date
Interest Accrual: Interest on the Notes will accrue on the basis of a 360-day year,
and the actual number of days elapsed.
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: JPMorgan Chase Bank
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"),
ABN AMRO Incorporated and HSBC Securities (USA) Inc. (the
"Underwriters"), are acting as principals in this transaction.
MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated March 22, 2002 (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 $149,760,000
Incorporated
ABN AMRO Incorporated $3,120,000
HSBC Securities (USA) Inc. $3,120,000
-----------
$156,000,000
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: March 22, 2002