PRICING SUPPLEMENT File No. 333-109802
- ------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated November 26, 2003)
Pricing Supplement Number: 2396
MERRILL LYNCH & CO., INC.
MEDIUM - TERM NOTES, SERIES C
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $1,000,000,000
Issue Price: 99.665%
CUSIP Number: 59018YUH25
ISIN: US59018YUH25
Interest Rate: 4.125% per annum
Original Issue Date: September 10, 2004
Stated Maturity Date: September 10, 2009
Interest Payment Dates: Each March 10th and September 10th, commencing on March 10, 2005
subject to the 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 will be issued in fully registered book-entry form. As described in
the accompanying prospectus supplement, upon issuance, all of the Notes will
be represented by one or more fully registered global Notes. Each global Note
will be deposited with, or on behalf of, The Depository Trust Company,
otherwise known as DTC, or any successor to it (the "depository"), as
depositary, and registered in the name of Cede & Co., DTC's partnership
nominee. Unless and until it is exchanged in whole or in part for Notes in
definitive form, no global Note may be transferred except in whole by the
depository to a nominee of the depositary or by a nominee of the depositary
to the depository or another nominee of the depository or by the depository
or any nominee to a successor of the depository or a nominee of its
successor. Investors may elect to hold interests in the global Notes through
either the depository, in the United States, or Clearstream Banking, societe
anonyme ("Clearstream, Luxembourg"), or Euroclear Bank S.A./N.V., as operator
of the Euroclear System ("Euroclear"), if they are participants in these
systems, or indirectly through organizations which are participants in these
systems.
Clearstream, Luxembourg and Euroclear will hold interests on behalf of their
participants through customers' securities accounts in Clearstream,
Luxembourg's and Euroclear's names on the books of their respective
depositaries, which in turn will hold interests in customers' securities
accounts in the depositaries' names on the books of the depository. At the
present time, Citibank, N.A. acts as U.S. depositary for Clearstream,
Luxembourg and JPMorgan Chase Bank acts as U.S. depositary for Euroclear (the
"U.S. Depositaries"). Beneficial interests in the global securities will be
held in denominations of $1,000 and integral multiples thereof. Except as set
forth below or in the accompanying prospectus supplement, the global
securities may be transferred, in whole but not in part, only to another
nominee of the depositary or to a successor of the depository or its nominee.
Clearstream, Luxembourg advises that it is incorporated under the laws of
Luxembourg as a professional depositary. Clearstream, Luxembourg holds
securities for its participating organizations ("Clearstream, Luxembourg
Participants") and facilitates the clearance and settlement of securities
transactions between Clearstream, Luxembourg Participants through electronic
book-entry changes in accounts of Clearstream, Luxembourg Participants,
thereby eliminating the need for physical movement of certificates.
Clearstream, Luxembourg provides to Clearstream, Luxembourg Participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities
lending and borrowing. Clearstream, Luxembourg interfaces with domestic
markets in several countries. As a professional depositary, Clearstream,
Luxembourg is subject to regulation by the Luxembourg Monetary Institute.
Clearstream, Luxembourg Participants are recognized financial institutions
around the world, including underwriters, securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations
and may include the underwriters. Indirect access to Clearstream, Luxembourg
is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Clearstream, Luxembourg Participant either directly or indirectly.
Distributions with respect to the Notes held beneficially through
Clearstream, Luxembourg will be credited to cash accounts of Clearstream,
Luxembourg Participants in accordance with its rules and procedures, to the
extent received by the U.S. Depositary for Clearstream, Luxembourg.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous
transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic
markets in several countries. Euroclear is operated by Euorclear Bank
S.A./N.V., as operator of the Euorclear System (the "Euroclear Operator"),
under contract with Euroclear Clearance Systems S.C., a Belgian cooperative
corporation (the "Cooperative").
The Euroclear Operator conducts all operations, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not the Cooperative. The Cooperative establishes policies
for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks (including central banks), securities brokers and dealers and
other professional financial intermediaries and may include the underwriters.
Indirect access to Euroclear is also available to other firms that clear
through or maintain a custodial relationship with a Euroclear Participant,
either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions
govern transfers of securities and cash within Euroclear, withdrawals of
securities and cash from Euroclear, and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear Participants, and has no record of or
relationship with persons holding through Euroclear Participants.
Distributions with respect to notes held beneficially through Euroclear will
be credited to the cash accounts of Euroclear Participants in accordance with
the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear.
Secondary market trading between depository participants will occur in the
ordinary way in accordance with the depository's rules. Secondary market
trading between Clearstream, Luxembourg Participants and Euroclear
Participants will occur in the ordinary way in accordance with the applicable
rules and operating procedures of Clearstream, Luxembourg and Euroclear and
will be settled using the procedures applicable to conventional eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or indirectly through
the depository on the one hand, and directly or indirectly through
Clearstream, Luxembourg or Euroclear Participants, on the other, will be
effected within the depository in accordance with the depository's rules on
behalf of the relevant European international clearing system by its U.S.
Depositary; however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. Depositary to take action to
effect final settlement on its behalf by delivering or receiving notes in the
depository, and making or receiving payment in accordance with normal
procedures. Clearstream, Luxembourg Participants and Euroclear Participants
may not deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of notes received in Clearstream,
Luxembourg or Euroclear as a result of a transaction with a depository
participant will be made during subsequent securities settlement processing
and dated the business day following the depository settlement date. Such
credits, or any transactions in the notes settled during such processing,
will be reported to the relevant Euroclear Participants or Clearstream,
Luxembourg Participants on that business day. Cash received in Clearstream,
Luxembourg or Euroclear as a result of sales of notes by or through a
Clearstream, Luxembourg Participant or a Euroclear Participant to a
depository participant will be received with value on the business day of
settlement in the depository but will be available in the relevant
Clearstream, Luxembourg or Euroclear cash account only as of the business day
following settlement in the depository.
Although the depository, Clearstream, Luxembourg and Euroclear have agreed to
the foregoing procedures in order to facilitate transfers of securities among
participants of the depository, Clearstream, Luxembourg and Euroclear, they
are under no obligation to perform or continue to perform such procedures and
they may discontinue the procedures at any time.
All information in this pricing supplement on Clearstream, Luxembourg and
Euroclear is derived from Clearstream, Luxembourg or Euroclear, as the case
may be, and reflects the policies of these organizations; and these policies
are subject to change without notice.
Trustee: JPMorgan Chase Bank
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Morgan Keegan &
Company, Inc. 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 September 7, 2004 (the "Agreement"), between
Merrill Lynch & Co., Inc. (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 $980,000,000
Incorporated
Morgan Keegan & Company, Inc. $10,000,000
HSBC Securities (USA) Inc. $10,000,000
-------------
$1,000,000,000
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.
Underwriting Discount: 0.35%
Dated: September 7, 2004