RULE NO. 424(b)(5)
REGISTRATION NO. 333-68747
P R O S P E C T U S
- -------------------
MERRILL LYNCH & CO., INC.
SENIOR DEBT SECURITIES
This prospectus is to be used by Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, our wholly-owned subsidiary, when making
offers and sales related to market-making transactions in our outstanding senior
debt securities listed below and the senior debt securities that we will issue
in the future.
Redeemable Notes
----------------
$1,650,000,000 of 6% Notes due February 12, 2003; $125,000,000 of 6 3/8% Notes due September 8, 2006;
$150,000,000 of 7.05% Notes due April 15, 2003; $700,000,000 6 1/2% Notes due July 15, 2018;
$750,000,000 Floating Rate Notes due June 24, 2003; $1,000,000,000 6 7/8% Notes due November 15, 2018; and
$500,000,000 6% Notes due November 15, 2004; $33,015,000 of 8.40% Notes due November 1, 2019.
$500,000,000 6% Notes due July 15, 2005;
Non-Redeemable Notes
--------------------
$300,000,000 of 8 1/4% Notes due November 15, 1999; $500,000,000 of 6.55% Notes due August 1, 2004;
$150,000,000 of 8 3/8% Notes due February 9, 2000; $200,000,000 of 6 1/4% Notes due January 15, 2006;
$150,000,000 of 6.70% Notes due August 1, 2000; $200,000,000 of 7% Notes due March 15, 2006;
$500,000,000 of 6% Notes due January 15, 2001; $350,000,000 of 7 3/8% Notes due May 15, 2006;
$250,000,000 of 6% Notes due March 1, 2001; $500,000,000 of 7% Notes due January 15, 2007;
$300,000,000 of 6 1/2% Notes due April 1, 2001; $150,000,000 of 8% Notes due June 1, 2007;
$225,000,000 of 8% Notes due February 1, 2002; $250,000,000 of 6.56% Notes due December 16, 2007;
$150,000,000 of 7 3/8% Notes due August 17, 2002; $250,000,000 of 7% Notes due April 27, 2008;
$250,000,000 of 6.64% Notes due September 19, 2002; $150,000,000 of 6 1/4% Notes due October 15, 2008;
$300,000,000 of Floating Rate Notes due February 4, 2003; $500,000,000 of 6 3/8% Notes due October 15, 2008;
$200,000,000 of 6 7/8% Notes due March 1, 2003; $250,000,000 of 6 3/4% Notes due June 1, 2028; and
$2,000,000,000 of 6% Notes due February 17, 2009.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The sale price of the MITTS Securities will be the prevailing market
price at the time of sale.
--------------------
MERRILL LYNCH & CO.
--------------------
The date of this prospectus is June 24, 1999.
TABLE OF CONTENTS
MERRILL LYNCH & CO., INC...................................................3
RATIO OF EARNINGS TO FIXED CHARGES.........................................4
DESCRIPTION OF SENIOR DEBT SECURITIES......................................5
OTHER TERMS...............................................................18
WHERE YOU CAN FIND MORE INFORMATION.......................................21
INCORPORATION OF INFORMATION WE FILE WITH THE SEC.........................21
PLAN OF DISTRIBUTION......................................................22
EXPERTS...................................................................22
MERRILL LYNCH & CO., INC.
We are a holding company that, through our U.S. and non-U.S.
subsidiaries and affiliates such as Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Merrill Lynch Government Securities Inc., Merrill Lynch Capital
Services, Inc., Merrill Lynch International, Merrill Lynch Capital Markets Bank
Ltd., Merrill Lynch Asset Management L.P. and Merrill Lynch Mercury Asset
Management, provides investment, financing, advisory, insurance, and related
products on a global basis, including:
o securities brokerage, trading and underwriting;
o investment banking, strategic services, including mergers and
acquisitions and other corporate finance advisory activities;
o asset management and other investment advisory and recordkeeping
services;
o trading and brokerage of swaps, options, forwards, futures and
other derivatives;
o securities clearance services;
o equity, debt and economic research;
o banking, trust and lending services, including mortgage lending
and related services; and
o insurance sales and underwriting services.
We provide these products and services to a wide array of
clients, including individual investors, small businesses, corporations,
governments, governmental agencies and financial institutions.
Our principal executive office is located at World Financial Center,
North Tower, 250 Vesey Street, New York, New York 10281; our telephone number is
(212) 449-1000.
If you want to find more information about us, please see the sections
entitled "Where You Can Find More Information" and "Incorporation of Information
We File with the SEC" in this prospectus.
In this prospectus, "ML&Co.", "we", "us" and "our" refer specifically
to Merrill Lynch & Co., Inc., the holding company. ML&Co. is the issuer of the
senior debt securities described in this prospectus.
RATIO OF EARNINGS TO FIXED CHARGES
In 1998, we acquired the outstanding shares of Midland Walwyn Inc., in
a transaction accounted for as a pooling-of-interests. The following information
for the fiscal years 1994 through 1997 has been restated as if the two entities
had always been combined.
The following table sets forth our historical ratios of earnings to
fixed charges for the periods indicated:
FOR THE THREE
YEAR ENDED LAST FRIDAY IN DECEMBER MONTHS ENDED
1994 1995 1996 1997 1998 MARCH 26, 1999
---- ---- ---- ---- ---- --------------
Ratio of earnings to fixed charges(a)......... 1.2 1.2 1.2 1.2 1.1 1.3
- ----------
(a) The effect of combining Midland Walwyn did not change the ratios reported
for the fiscal years 1994 through 1997.
For the purpose of calculating the ratio of earnings to fixed
charges, "earnings" consist of earnings from continuing operations before
income taxes and fixed charges, excluding capitalized interest and preferred
security dividend requirements of subsidiaries. "Fixed charges" consist of
interest costs, the interest factor in rentals, amortization of debt issuance
costs, preferred security dividend requirements of subsidiaries, and
capitalized interest.
DESCRIPTION OF SENIOR DEBT SECURITIES
The senior debt securities were issued as a series of senior debt
securities under the 1983 Indenture, dated as of April 1, 1983, as amended and
restated, between ML&Co. and The Chase Manhattan Bank, as trustee. A copy of the
1983 Indenture is filed as an exhibit to the registration statement relating to
the senior debt securities of which this prospectus is a part. The following
summaries of certain provisions of the 1983 Indenture are not complete and are
subject to, and qualified in their entirety by reference to, all provisions of
the 1983 Indenture, including the definitions of terms in the 1983 Indenture.
Series of senior debt securities may from time to time be issued under
the 1983 Indenture, without limitation as to aggregate principal amount, in one
or more series and upon terms as ML&Co. may establish under the provisions of
the 1983 Indenture.
The 1983 Indenture and each series of the senior debt securities are
governed by and construed in accordance with the laws of the State of New York.
Under present New York law the maximum rate of interest is 25% per
annum on a simple interest basis. This limit may not apply to senior debt
securities in which $2,500,000 or more has been invested. While ML&Co. believes
that New York law would be given effect by a state or Federal court sitting
outside of New York, state laws frequently regulate the amount of interest that
may be charged to and paid by a borrower, including, in some cases, corporate
borrowers. ML&Co. agrees for the benefit of the holders of its senior debt
securities, to the extent permitted by law, not to claim voluntarily the
benefits of any laws concerning usurious rates of interest against a holder of
senior debt securities.
Outstanding senior debt securities are issuable only in fully
registered form without coupons, in denominations of $1,000 and integral
multiples of $1,000, unless otherwise indicated. No service charge will be made
for any registration of transfer or exchange of senior debt securities, but
ML&Co. may require payment of a sum sufficient to cover any tax or other
governmental charges that may be imposed in connection with any registration,
transfer or exchange.
ML&Co. may issue senior debt securities with terms different from those
of senior debt securities previously issued, and issue additional senior debt
securities of a previously issued series of senior debt securities.
The senior debt securities are unsecured and rank equally with all
other unsecured and unsubordinated indebtedness of ML&Co. However, because
ML&Co. is a holding company, the rights of ML&Co. and its creditors, including
the holders of senior debt securities, to participate in any distribution of the
assets of any subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of ML&Co. itself as a creditor of the subsidiary may
be recognized. In addition, dividends, loans and advances from certain
subsidiaries, including MLPF&S, to ML&Co. are restricted by net capital
requirements under the Exchange Act, and under rules of exchanges and other
regulatory bodies.
Principal, premium and interest on the senior debt securities will be
payable at the office of the trustee in New York City so designated, provided
that, unless otherwise set forth below, payment of interest may be made at the
option of ML&Co. by check mailed to the address of the person entitled to that
payment as shown on the security register. In addition, the transfer of the
senior debt securities is and will be registrable, and senior debt securities
are and will be exchangeable at the trustee's designated office.
Unless otherwise specified with respect to a particular series of
senior debt securities, the senior debt securities are not subject to any
sinking fund and are not redeemable before maturity.
BOOK-ENTRY SECURITIES
Specified series of the senior debt securities have been issued in
global form and are considered book-entry securities. Beneficial owners of these
senior debt securities will not receive physical delivery of these securities
nor may they be entitled to have these securities registered in their name.
These book-entry securities are represented by one or more fully registered
global securities. Each global security has been deposited with, or on behalf
of, The Depository Trust Company, also known as DTC, as depositary, registered
in the name of DTC or its nominee. Unless and until it is exchanged in whole or
in part for senior debt securities in definitive form, no global security may be
transferred except as a whole by the depositary to a nominee of the depositary
or by a nominee of the depositary to the depositary or another nominee of the
depositary or by the depositary or any nominee to a successor of the depositary
or a nominee of that successor.
In some cases, investors of outstanding senior debt securities have
elected to hold interests in the global notes through either the depositary in
the United States or Cedelbank, societe anonyme, and Morgan Guaranty Trust
Company of New York, Brussels Office, as operator of the Euroclear System, if
they are participants in these systems, or indirectly through organizations
which are participants in these systems. Cedelbank and Euroclear hold interests
on behalf of their participants through customers' securities accounts in
Cedelbank's and Euroclear's names on the books of their respective depositaries,
which in turn will hold these interests in customers' securities accounts in the
depositaries' names on the books of the depositary. Citibank, N.A. acts as
depositary for Cedelbank and The Chase Manhattan Bank acts as depositary for
Euroclear.
DTC PROCEDURES
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants deposit with DTC. DTC also facilitates
the settlement among participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry
changes in participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct participants of DTC include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. DTC is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange Inc. and the National Association of Securities Dealers, Inc. Access to
DTC's system is also available to others such as securities brokers and dealers,
banks and trust companies that clear through or maintain a custodial
relationship with a direct participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.
Purchases of securities under DTC's system must be made by or through
direct participants, which will receive a credit for the securities on DTC's
records. The ownership interest of each beneficial owner is in turn to be
recorded on the records of direct and indirect participants. Beneficial owners
will not receive written confirmation from DTC of their purchase, but beneficial
owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the direct
participants or indirect participants through which the beneficial owner entered
into the transaction. Transfers of ownership interests in the securities are to
be accomplished by entries made on the books of participants acting on behalf of
beneficial owners.
To facilitate subsequent transfers, all securities deposited with DTC
are registered in the name of DTC's partnership nominee, Cede & Co. The deposit
of securities with DTC and their registration in the name of Cede & Co. effect
no change in beneficial ownership. DTC has no knowledge of the actual beneficial
owners of the securities; DTC's records reflect only the identity of the direct
participants to whose accounts the securities are credited, which may or may not
be the beneficial owners. The participants are responsible for keeping account
of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct and
indirect participants to beneficial owners are governed by arrangements among
them, subject to any statutory or regulatory requirements as may be in effect
from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the
securities. Under its usual procedures, DTC mails an omnibus proxy to ML&Co. as
soon as possible after the applicable record date. The omnibus proxy assigns
Cede & Co.'s consenting or voting rights to those direct participants identified
in a listing attached to the omnibus proxy to whose accounts the securities are
credited on the record date.
Principal, premium, if any, and/or interest, if any, payments on the
senior debt securities will be made in immediately available funds to DTC. DTC's
practice is to credit direct participants' accounts on the applicable payment
date in accordance with their respective holdings shown on the Depositary's
records unless DTC has reason to believe that it will not receive payment on
that date. Payments by participants to beneficial owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street
name", and will be the responsibility of that participant and not of DTC, the
trustee or ML&Co., subject to any statutory or regulatory requirements as may be
in effect from time to time. Payment of principal, premium, if any, and/or
interest, if any, to DTC is the responsibility of ML&Co. or the trustee,
disbursement of these payments to direct participants is the responsibility of
DTC, and disbursement of these payments to the beneficial owners is the
responsibility of direct and indirect participants.
EXCHANGE FOR CERTIFICATED SECURITIES
If the depositary is at any time unwilling or unable to continue as
depositary and
(a) a successor depositary is not appointed by ML&Co. within 60
days,
(b) ML&Co. executes and delivers to the trustee a company order to
the effect that the global notes shall be exchangeable, and
(c) an Event of Default under the 1983 Indenture has occurred and
is continuing with respect to the senior debt securities,
the global notes will be exchangeable for senior debt securities in definitive
form of like tenor and of an equal aggregate principal amount, in denominations
of $1,000 and integral multiples of $1,000. The definitive securities will be
registered in the name or names as the depositary shall instruct the trustee. It
is expected that these instructions may be based upon directions received by the
depositary from participants with respect to ownership of beneficial interests
in the global notes.
In addition, ML&Co. may decide to discontinue use of the system of
book-entry transfers through the depositary. In that event, senior debt
securities in definitive form will be printed and delivered.
The information in this section concerning DTC and DTC's system has
been obtained from sources that ML&Co. believes to be reliable, but ML&Co. takes
no responsibility for its accuracy.
CEDELBANK
Cedelbank has advised ML&Co. that it is incorporated under the laws of
Luxembourg as a professional depositary. Cedelbank holds securities for its
participating organizations and facilities the clearance and settlement of
securities transactions between Cedelbank participants through electronic
book-entry changes in accounts of Cedelbank participants, thereby eliminating
the need for physical movement of certificates. Cedelbank provides to its
participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Cedelbank interfaces with domestic markets in several
countries. As a professional depositary, Cedelbank is subject to regulation by
the Luxembourg Monetary Institute. Cedelbank participants are recognized
financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations. Indirect access to Cedelbank is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Cedelbank participant either directly
or indirectly.
Distributions with respect to the book-entry securities held
beneficially through Cedelbank are credited to cash accounts of Cedelbank
participants in accordance with its rules and procedures, to the extent received
by the U.S. depositary for Cedelbank.
EUROCLEAR
Euroclear has advised ML&Co. that it was created in 1968 to hold
securities for participants of Euroclear 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 the Brussels, Belgium office of Morgan Guaranty Trust
Company of New York (the "Euroclear Operator"), under contract with Euro-clear
Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative").
All operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the
Euroclear Operator, not the Cooperative. The Cooperative establishes policy for
Euroclear on behalf of Euroclear participants. Euroclear participants include
banks, central banks, securities brokers and dealers and other professional
financial intermediaries. 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.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board of Governors of the Federal Reserve System
and the New York State Banking Department, as well as the Belgian Banking
Commission.
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
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 book-entry securities held beneficially
through Euroclear are 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.
CLEARANCE AND SETTLEMENT PROCEDURES
Secondary market trading between DTC participants will occur in the
ordinary way in accordance with the depositary's rules and will be settled in
immediately available funds using the depositary's Same-Day Funds Settlement
System. Secondary market trading between Cedelbank participants and/or Euroclear
participants will occur in the ordinary way in accordance with the applicable
rules and operating procedures of Cedelbank 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 depositary on the one hand, and directly or indirectly through
Cedelbank or Euroclear participants, on the other, will be effected in the
depositary in accordance with the depositary's rules on behalf of the relevant
European international clearing system by its U.S. depositary; however, any
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in that system in
accordance with its rules and procedures and within its established deadlines.
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 book-entry securities in the depositary, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to the depositary. Cedelbank and Euroclear participants may not
deliver instructions directly to the depositary.
Because of time-zone differences, credits of book-entry securities
received in Cedelbank or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and
will be credited on the business day following the depositary settlement date.
Any credits or transactions in book-entry securities settled during processing
will be reported to the relevant Euroclear or Cedelbank participants on that
business day. Cash received in Cedelbank or Euroclear as a result of sales of
securities by or through a Cedelbank participant or a Euroclear participant to a
DTC participant will be received with value on the depositary settlement date
but will be available in the relevant Cedelbank or Euroclear cash account only
as of the business day following settlement in the depositary.
Although the depositary, Cedelbank and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of book-entry securities
among participants of the depositary, Cedelbank and Euroclear, they are under no
obligation to perform or continue to perform these procedures and these
procedures may be discontinued at any time.
NOTICES
Notices to holders of outstanding senior debt securities will be sent
by mail to the registered holders and will be published, whether the securities
are in global or definitive form, and so long as the securities are listed on
the Luxembourg Stock Exchange, in a daily newspaper of general circulation in
Luxembourg. It is expected that publication will be made in Luxembourg in the
Luxembourg Wort. Any notice shall be deemed to have been given on the date of
publication or, if published more than once, on the date of the first
publication. So long as senior debt securities are listed on the Luxembourg
Stock Exchange, any change in the Luxembourg Paying Agent and Transfer Agent
will be published in Luxembourg in the manner set forth above.
FURTHER ISSUES
ML&Co. may from time to time, without notice to or the consent of the
registered holders of any series of outstanding senior debt securities, create
and issue additional senior debt securities ranking equally with the original
series of senior debt securities in all respects other than the payment of
interest accruing before the originally issue date of the additional senior debt
securities. The new issue of senior debt securities may be consolidated and form
a single series with the original issue of the securities of that series and
have the same terms as to status, redemption or otherwise as the senior debt
securities of the original series.
PAYMENT OF ADDITIONAL AMOUNTS
Unless otherwise stated, ML&Co. will, subject to the exceptions and
limitations set forth below, pay as additional interest on the senior debt
securities, additional amounts in order for the net payment of the principal of
and interest on the senior debt securities to a holder who is a non-United
States person, after deduction for any present or future tax, assessment or
other governmental charge of the United States of a political subdivision or
taxing authority in or of any United States political subdivision, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the senior debt securities to be then due and payable; provided,
however, that the foregoing obligation to pay additional amounts shall not
apply:
(1) to any tax, assessment, or other governmental charge that is
imposed or withheld solely by reason of the holder, or a
fiduciary, settlor, beneficiary, member or shareholder of the holder if
the holder is an estate, trust, partnership or corporation, or a person
holding a power over an estate or trust administered by a fiduciary
holder, being considered as:
(a) being or having been present or engaged in a trade or business
in the United States or having had a permanent establishment
in the United States;
(b) having a current or former relationship with the Untied
States, including a relationship as a citizen or resident of
the United States;
(c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled
foreign corporation with respect to the United States or a
corporation that has accumulated earnings to avoid United
States federal income tax;
(d) being or having been present a "10-percent shareholder" of
ML&Co. as defined in section 871 (h)(3) of the United States
Internal Revenue Code or any successor provisions; or
(e) being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into in the ordinary
course of its trade or business.
(2) to any holder that is not the sole beneficial owner of the securities,
or any portion of the securities, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or settlor with
respect to the fiduciary, a beneficial owner or member of the
partnership would not have been entitled to the payment of an
additional amount had the beneficiary, settlor, beneficial owner or
member received directly its beneficial or distributive share of the
payment;
(3) to any tax, assessment, or other governmental charge that is imposed or
withheld solely by reason of the failure of the holder or any other
person to comply with certification, identification or information
reporting requirements concerning the nationality, residence, identity
or connection with the United States of the holder or beneficial owner
of the security, if compliance is required by statute, by regulation of
the United States Treasury Department or by an applicable income tax
treaty to which the United States is a party as a precondition to
exemption from tax, assessment or other governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed
otherwise than by withholding by ML&Co. or a paying agent from the
payment;
(5) to any tax, assessment or other governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more
than 15 days after the payment becomes due or is duly provided for,
whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth or
personal property tax or similar tax, assessment or other governmental
charge;
(7) to any tax, assessment or other governmental charge required to be
withheld by any payment agent from any payment of principal of or
interest on any senior debt security, if that payment can be made
without any withholding by any other payment agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5), (6)
and (7).
Some of the outstanding senior debt securities are subject in all cases
to any tax, fiscal or other law or regulation or administrative or judicial
interpretation applicable to the payments due and payable. Except as
specifically provided under this heading "--Payment of Additional Amounts" and
under the heading "--Redemption for Tax Reasons", ML&Co. will not be required to
make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or a political subdivision or taxing authority.
As used under this heading "--Payment of Additional Amounts" and
"--Redemption for Tax Reasons", the term "United States" means the United States
of America, including the States and the District of Columbia, and its
territories, its possessions and other areas subject to its jurisdiction.
"United States person" means any individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States, any state of the
United States or the District of Columbia, other than a partnership that is not
treated as a United States person under any applicable Treasury regulations, any
estate the income of which is subject to United States federal income taxation
regardless of its source, or any trust if a court within the United States is
able to exercise primary supervision over the administration of the trust and
one or more United States persons have the authority to control all substantial
decision of the trust. Notwithstanding the preceding sentence, to the extent
provided in the Treasury regulations, certain trusts in existence on August 20,
1996, and treated as United States persons before that date that elect to
continue to be treated as United States persons will also be a United States
person.
"Non-United States person" means a person who is not a United States
person.
REDEMPTION FOR TAX REASONS
As designated, some of the outstanding senior debt securities provide
that, if, as a result of any change in, or amendment to, the laws, or any
regulations or rulings promulgated under those laws, of the United States or any
political subdivision or taxing authority in or of the United States, or any
change in, or amendments to, an official position regarding the applicable or
interpretation of those laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after the date the applicable series of
senior debt securities were initially issued, ML&Co. becomes or, based upon a
written opinion of independent counsel selected by ML&Co., will become obligated
to pay additional amounts as described in this prospectus under the heading
"--Payment of Additional Amounts" with respect to those securities, then ML&Co.
may, at its option redeem, as a whole, but not in part, the securities on not
less than 30 nor more than 60 days prior notice, at a redemption price equal to
100% of their principal amount, together with interest accrued but unpaid to the
date fixed for redemption.
TAX CONSIDERATIONS
It is suggested that you should reach an investment decision regarding
the senior debt securities only after carefully considering the suitability of
the senior debt securities in the light of your particular circumstances.
You should also consider the tax consequences, if any, of investing in
the Securities and should consult your tax advisor.
REDEEMABLE NOTES
TERMS AND PROVISIONS APPLICABLE TO EACH SERIES OF REDEEMABLE NOTES
The specific terms and provisions applicable to each series of
redeemable notes of ML&Co. are described below. The title of each series of the
redeemable notes designates the interest rate and maturity date of that series
of notes.
Each series of redeemable notes bears interest at a specified rate
payable through their stated maturity date to the persons in whose names the
notes are registered on the record date preceding each interest payment date as
indicated below. If any interest payment date or the stated maturity date falls
on a day that is not a Business Day, as defined below, the related payment of
principal or interest will be made on the next succeeding Business Day as if
made on the date the payment was due, and no interest will accrue on the amount
so payable for the period from and after that interest payment date or stated
maturity date, as the case may be. Unless otherwise stated below, "Business Day"
with respect to any place of payment means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in that
place of payment are authorized or obligated by law to close.
The redeemable notes are subject to redemption by ML&Co. or repayment
at the option of their holders before their stated maturity dates as indicated
below. Beneficial interests in any redeemable notes that are book-entry
securities may be acquired, or subsequently transferred, only in denominations
of $1,000 and integral multiples of $1,000.
TERMS AND PROVISIONS OF 6% NOTES DUE FEBRUARY 12, 2003
The stated maturity date for the 6% Notes due February 12, 2003 is
February 12, 2003.
These notes of this series bear interest from February 12, 1998 and are
payable semiannually on February 12 and August 12 of each year and at maturity,
to the persons in whose names the notes are registered on the preceding July 29
and January 29, respectively.
The notes of this series are not subject to redemption by ML&Co. before
maturity unless the events described under the section entitled "--Redemption
for Tax Reasons" occur.
In the event definitive notes are issued, the holders of these notes
will be able to receive payments on the notes and effect transfers of the notes
at the offices of Chase Manhattan Bank Luxembourg S.A. or its successor as
paying agent in Luxembourg.
ML&Co. has appointed Chase Manhattan Bank Luxembourg S.A. as a paying
agent in Luxembourg with respect to this series of notes, and as long as these
notes are listed on the Luxembourg Stock Exchange, ML&Co. will maintain a paying
agent in Luxembourg and any change in the Luxembourg paying agent and transfer
agent will be published in Luxembourg. See "--Notices".
TERMS AND PROVISIONS OF 7.05% NOTES DUE APRIL 15, 2003
The 7.05% Notes due April 15, 2003 will mature on April 15, 2003 unless
redeemed earlier as provided below.
The note of this series bear interest and are payable semiannually on
each October 15 and April 15 to the persons in whose names the notes are
registered on the next preceding October 1 and April 1, respectively.
The notes are subject to redemption at the option of ML&Co. on or after
April 15, 1998, in whole or in part in increments of $1,000, at a redemption
price of 100% of the principal amount of the notes to be redeemed plus accrued
interest to but excluding the date of redemption. Notice of redemption will be
given not less than 30 or more than 60 days before the date of redemption to
each holder of notes to be redeemed.
TERMS AND PROVISIONS OF FLOATING RATE NOTES DUE JUNE 24, 2003
The Floating Rate Notes due June 24, 2003 will mature on June 24, 2003.
The notes of this series are not subject to redemption by ML&Co. before
maturity unless the events described in the section entitled "--Redemption for
Tax Reasons" occur.
In the event definitive notes are issued, the holders of these notes
will be able to receive payments on the notes and effect transfers of the notes
at the offices of Chase Manhattan Bank Luxembourg S.A. or its successor as
paying agent in Luxembourg.
ML&Co. has appointed Chase Manhattan Bank Luxembourg S.A. as a paying
agent in Luxembourg with respect to notes, and as long as the notes are listed
on the Luxembourg Stock Exchange, ML&Co. will maintain a paying agent in
Luxembourg and any change in the Luxembourg paying agent and transfer agent will
be published in Luxembourg. See "--Notices".
This series of notes bear interest from June 24, 1998 until their
maturity, payable in arrears on March 24, June 24, September 24 and December 24
of each year and at maturity, to the persons in whose names the Notes are
registered on the preceding March 9, June 9, September 9 and December 9,
respectively; provided, however, that interest payable at maturity will be
payable to the person to whom principal shall be payable. Interest payable on
each interest payment date will include interest accrued from and including the
first day of the interest period relating to that interest payment date to and
including the last day of that interest period. Each interest period comprises
the period beginning on and including June 24, 1998 and ending on and including
the day preceding the first interest payment date, and, thereafter, each
successive period beginning on and including each interest payment date and
ending on and including the day preceding the next succeeding interest payment
date.
With respect to this series of notes, "Business Day", with respect to
any place of payment, means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions in that place of
payment are authorized or required by law, regulation or executive order to
close, and which day is also a London Business Day.
"London Business Day" means any day, other than a Saturday or a Sunday,
on which commercial banks and foreign exchange markets settle payments in
London, England.
The per annum rate of interest with respect to this series of notes
will be reset on each interest reset date and will be LIBOR plus 0.15%. Each
interest payment date will be an interest reset date.
The interest rate applicable to each interest period will be the rate
determined on the interest determination date applicable to that interest
period. The interest determination date applicable to any interest reset date
will be the second London Business Day preceding that interest reset date.
With respect to each interest reset date, "LIBOR" will be determined by
MLPF&S as the calculation agent for an interest determination date and will be
the rate for deposits in United States dollars having a maturity of three months
beginning on the second London Business Day immediately following that interest
determination date that appears on Telerate Page 3750 as of 11:00 A.M., London
time, on that interest determination date.
If fewer than two offered rates appear, or no rate appears, as
applicable, the calculation agent will request the principal London offices of
each of four major reference banks in the London interbank market, as selected
by the calculation agent, to provide the Calculation Agent with its offered
quotation for deposits in United States dollars having a maturity of three
months beginning on the second London Business Day immediately following that
interest determination date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on that interest determination date and
in a principal amount that is representative for a single transaction in United
States dollars in that market at that time. If at least two quotations are
provided, LIBOR determined on that interest determination date will be the
arithmetic mean of those quotations. If fewer than two quotations are provided,
LIBOR determined on that interest determination date will be the arithmetic mean
of the rates quoted at approximately 11:00 A.M., in The City of New York, on
that interest determination date by three major banks in The City of New York
selected by the calculation agent for loans in United States dollars to leading
European banks, having a maturity of three months and in a principal amount that
is representative for a single transaction in United States dollars in that
market at that time; provided, however, that if the banks so selected by the
calculation agent are not quoting as mentioned in this sentence, LIBOR
determined on that interest determination date will be LIBOR in effect on that
interest determination date.
"Telerate Page 3750" means page 3750 on the Bridge Telerate, or any
other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
United States dollars, for the purpose of displaying the London interbank rates
of major banks for United States dollars.
Interest on this series of notes will be computed and paid on the basis
of the actual number of days for which interest accrues in each interest period
divided by 360.
All percentages resulting from any calculation on the notes will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545)) would be rounded to 9.87655% (or .0987655), and all dollar amounts
used in or resulting from any calculation on the notes will be rounded to the
nearest cent, with one-half cent being rounded upward.
ML&Co. will notify the Luxembourg Stock Exchange or will cause the
Luxembourg Stock Exchange to be notified of the interest rate, the interest
amount that will accrue, and commencement and ending dates for each interest
period as soon as practicable after the determination is made.
TERMS AND PROVISIONS OF 6% NOTES DUE NOVEMBER 15, 2004
The 6% Notes due November 15, 2004 will mature on November 15, 2004.
The notes of this series bear interest and are payable semiannually on
May 15 and November 15 of each year and at maturity, to the persons in whose
names the notes are registered on the preceding May 1 and November 1,
respectively.
The notes of this series are not subject to redemption by ML&Co. before
maturity unless the events described in the section entitled "--Redemption for
Tax Reasons" occur.
In the event definitive notes are issued, the holders will be able to
receive payments on the notes and effect transfers of the notes at the offices
of Chase Manhattan Bank Luxembourg S.A. or its successor as paying agent in
Luxembourg with respect to the notes.
ML&Co. has appointed Chase Manhattan Bank Luxembourg S.A. as a paying
agent in Luxembourg with respect to the notes, and as long as the notes are
listed on the Luxembourg Stock Exchange, ML&Co. will maintain a paying agent in
Luxembourg and any change in the Luxembourg paying agent and transfer agent will
be published in Luxembourg. See "--Notices".
TERMS AND PROVISIONS OF 6% NOTES DUE JULY 15, 2005
The 6% Notes due July 15, 2005 will mature at par on July 15, 2005.
The notes of this series bear interest and are payable semiannually on
January 15 and July 15 of each year and at maturity, to the persons in whose
names the notes are registered on the preceding December 31 and June 30,
respectively.
The notes of this series are not subject to redemption by ML&Co. before
maturity unless the events described in the section entitled "--Redemption for
Tax Reasons" occur.
In the event definitive notes are issued, the holders will be able to
receive payments on the notes and effect transfers of the notes at the offices
of Chase Manhattan Bank Luxembourg S.A. or its successor as paying agent in
Luxembourg with respect to the notes.
ML&Co. has appointed Chase Manhattan Bank Luxembourg S.A. as a paying
agent in Luxembourg with respect to the notes, and as long as the notes are
listed on the Luxembourg Stock Exchange, ML&Co. will maintain a paying agent in
Luxembourg and any change in the Luxembourg paying agent and transfer agent will
be published in Luxembourg. See "--Notices".
TERMS AND PROVISIONS OF 6 3/8% NOTES DUE SEPTEMBER 8, 2006
The 6 3/8% Notes due September 8, 2006 will mature on September 8, 2006
unless redeemed earlier as provided below.
The notes of this series bear interest and are payable semiannually on
each March 8 and September 8 to the persons in whose names the notes are
registered on the preceding February 23 and August 23, respectively.
The notes are subject to redemption at the option of ML&Co. on or after
September 8, 2003, in whole or in part in increments of $1,000, at a redemption
price of 100% of the principal amount of the notes to be redeemed plus accrued
interest to but excluding the date of redemption. Notice of redemption of the
notes shall be given not less than 30 or more than 60 days before the date of
redemption to each holder of the notes to be redeemed.
TERMS AND PROVISIONS OF 6 1/2% NOTES DUE JULY 15, 2018
The 6 1/2% Notes due July 15, 2018 will mature on July 15, 2018.
The notes of this series bear interest and are payable semiannually on
January 15 and July 15 of each year and at maturity, to the persons in whose
names the notes are registered on the preceding December 31 and June 30,
respectively.
The notes of this series are not subject to redemption by ML&Co. before
maturity unless the events described in the section entitled "--Redemption for
Tax Reasons" occur.
In the event definitive notes are issued, the holders will be able to
receive payments on the notes and effect transfers of the notes at the offices
of Chase Manhattan Bank Luxembourg S.A. or its successor as paying agent in
Luxembourg with respect to the notes.
ML&Co. has appointed Chase Manhattan Bank Luxembourg S.A. as a paying
agent in Luxembourg with respect to the notes, and as long as the notes are
listed on the Luxembourg Stock Exchange, ML&Co. will maintain a paying agent in
Luxembourg and any change in the Luxembourg paying agent and transfer agent will
be published in Luxembourg. See "--Notices".
TERMS AND PROVISIONS OF 6 7/8% NOTES DUE NOVEMBER 15, 2018
The 6 7/8% Notes due November 15, 2018 will mature on November 15,
2018.
The notes of this series bear interest and are payable semiannually on
May 15 and November 15 of each year and at maturity, to the persons in whose
names the notes are registered on the preceding May 1 and November 1,
respectively.
The notes of this series are not subject to redemption by ML&Co. before
maturity unless the events described in the section entitled "--Redemption for
Tax Reasons" occur.
In the event definitive notes are issued, the holders will be able to
receive payments on the notes and effect transfers of the notes at the offices
of Chase Manhattan Bank Luxembourg S.A. or its successor as paying agent in
Luxembourg with respect to the notes.
ML&Co. has appointed Chase Manhattan Bank Luxembourg S.A. as a paying
agent in Luxembourg with respect to the notes, and as long as the notes are
listed on the Luxembourg Stock Exchange, ML&Co. will maintain a paying agent in
Luxembourg and any change in the Luxembourg paying agent and transfer agent will
be published in Luxembourg. See "--Notices".
TERMS AND PROVISIONS OF 8.40% NOTES DUE NOVEMBER 1, 2019
The 8.40% Notes due November 1, 2019 will mature on November 1, 2019.
The notes of this series bear interest and are payable semiannually on
each May 1 and November 1 to the persons in whose names the notes are registered
on the preceding April 15 and October 15, respectively.
The notes are not redeemable by ML&Co. before maturity unless
$20,000,000 or less of aggregate principal amount of the notes are outstanding,
in which case the notes are redeemable at any time on or after November 1, 1994,
in whole but not in part, on at least 15 days and not more than 60 days prior
notice at a redemption price of 100% of principal amount of the notes plus
accrued interest to the date of redemption.
NON-REDEEMABLE NOTES
Each series of Non-Redeemable Notes bears interest at a specified rate
payable semiannually through maturity to the persons in whose names the notes
are registered on the regular record date preceding each interest payment date.
The Non-Redeemable Notes are not subject to redemption by ML&Co. or repayment at
the option of their holders before their stated maturity dates, and are issuable
and transferable in denominations of $1,000 and any integral multiple of $1,000.
Beneficial interests in Non-Redeemable Notes that are book-entry securities may
be acquired, or subsequently transferred, only in denominations of $1,000 and
integral multiples of $1,000. The title of each series of Non-Redeemable Notes
designates the interest rate or interest rate basis and maturity date of that
series of notes.
NON-REDEEMABLE FIXED RATE NOTES
Series Interest Payment Dates Regular Record Dates
------ ---------------------- --------------------
8 1/4% Notes due November 15, 1999 May 15 and November 15 May 1 and November 1
8 3/8% Notes due February 9, 2000* February 9 and August 9 January 25 and July 25
6.70% Notes due August 1, 2000* February 1 and August 1 January 15 and July 15
6% Notes due January 15, 2001* January 15 and July 15 January 1 and July 1
6% Notes due March 1, 2001* March 1 and September 1 February 15 and August 15
6 1/2% Notes due April 1, 2001* April 1 and October 1 March 15 and September 15
8% Notes due February 1, 2002 February 1 and August 1 January 15 and July 15
7 3/8% Notes due August 17, 2002* February 17 and August 17 February 2 and August 2
6.64% Notes due September 19, 2002* March 19 and September 19 March 4 and September 4
8.30% Notes due November 1, 2002 May 1 and November 1 April 15 and October 15
6% Notes due February 12, 2003* February 12 and August 12 January 29 and July 29
6 7/8% Notes due March 1, 2003* March 1 and September 1 February 15 and August 15
6.55% Notes due August 1, 2004* February 1 and August 1 January 15 and July 15
6 1/4% Notes due January 15, 2006* January 15 and July 15 January 1 and July 1
7% Notes due March 15, 2006* March 15 and September 15 March 1 and September 1
7 3/8% Notes due May 15, 2006* May 15 and November 15 May 1 and November 1
7% Notes due January 15, 2007* January 15 and July 15 January 1 and July 1
8% Notes due June 1, 2007 June 1 and December 1 May 15 and November 15
6.56% Notes due December 16, 2007* June 16 and December 16 June 1 and December 1
7% Notes due April 27, 2008* April 27 and October 27 April 12 and October 12
6 1/4% Notes due October 15, 2008* April 15 and October 15 March 31 and September 30
6 3/8% Notes due October 15, 2008* April 15 and October 15 April 1 and October 1
6 3/4% Notes due June 1, 2028* June 1 and December 1 May 15 and November 15
6% Notes due February 17, 2009* February 1 and August 1 February 17 and August 17
- ------------------
*Book-Entry Securities
NON-REDEEMABLE FLOATING RATE NOTES DUE FEBRUARY 4, 2003
The Floating Rate Notes due February 4, 2003 will mature on February 4,
2003.
The notes of this series are not subject to redemption by ML&Co. before
their maturity.
The notes bear interest payable in arrears on February 4, May 4, August
4 and November 4 of each year until maturity. Interest payable on each interest
payment date will include interest accrued from and including the first day of
the interest period relating to that interest payment date to and including the
last day of that interest period. Each interest period comprises the period
beginning on and including the original issue date of the notes and ending on
and including the day preceding the first interest payment date, and,
thereafter, each successive period beginning on and including each interest
payment date and ending on and including the day preceding the next succeeding
interest payment date.
With respect to this series of notes, "Business Day", with respect to
any place of payment, means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions in that place of
payment are authorized or required by law, regulation or executive order to
close, and which day is also a London Business Day.
"London Business Day" means any day, other than a Saturday or a Sunday,
on which commercial banks and foreign exchange markets settle payments in
London, England.
The per annum rate of interest with respect to this series of notes
will be reset on each interest reset date and will be LIBOR plus 0.2%. Each
interest payment date will be an interest reset date.
The interest rate applicable to each interest period will be the rate
determined on the interest determination date applicable to that interest
period. The interest determination date applicable to any interest reset date
will be the second London Business Day preceding that interest reset date.
With respect to each interest reset date, "LIBOR" will be determined by
MLPF&S as the calculation agent for an interest determination date and will be
the rate for deposits in United States dollars having a maturity of three months
beginning on the second London Business Day immediately following that interest
determination date that appears on Telerate Page 3750 as of 11:00 A.M., London
time, on that interest determination date.
If fewer than two offered rates appear, or no rate appears, as
applicable, the calculation agent will request the principal London offices of
each of four major reference banks in the London interbank market, as selected
by the calculation agent, to provide the Calculation Agent with its offered
quotation for deposits in United States dollars having a maturity of three
months beginning on the second London Business Day immediately following that
interest determination date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on that interest determination date and
in a principal amount that is representative for a single transaction in United
States dollars in that market at that time. If at least two quotations are
provided, LIBOR determined on that interest determination date will be the
arithmetic mean of those quotations. If fewer than two quotations are provided,
LIBOR determined on that interest determination date will be the arithmetic mean
of the rates quoted at approximately 11:00 A.M., in The City of New York, on
that interest determination date by three major banks in The City of New York
selected by the calculation agent for loans in United States dollars to leading
European banks, having a maturity of three months and in a principal amount that
is representative for a single transaction in United States dollars in that
market at that time; provided, however, that if the banks so selected by the
calculation agent are not quoting as mentioned in this sentence, LIBOR
determined on that interest determination date will be LIBOR in effect on that
interest determination date.
"Telerate Page 3750" means page 3750 on the Bridge Telerate, or any
other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
United States dollars, for the purpose of displaying the London interbank rates
of major banks for United States dollars.
Interest on this series of notes will be computed and paid on the basis
of the actual number of days for which interest accrues in each interest period
divided by the actual number of days in the relevant year.
All percentages resulting from any calculation on the notes will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545)) would be rounded to 9.87655% (or .0987655), and all dollar amounts
used in or resulting from any calculation on the notes will be rounded to the
nearest cent, with one-half cent being rounded upward.
OTHER TERMS
LIMITATIONS UPON LIENS
ML&Co. may not, and may not permit any majority-owned subsidiary to,
create, assume, incur or permit to exist any indebtedness for borrowed money
secured by a pledge, lien or other encumbrance, other than those liens
specifically permitted by the 1983 Indenture, on the Voting Stock owned directly
or indirectly by ML&Co. of any majority-owned subsidiary, other than a
majority-owned subsidiary which, at the time of the incurrence of the secured
indebtedness, has a net worth of less than $3,000,000, unless the outstanding
senior debt securities are secured equally and ratably with the secured
indebtedness.
"Voting Stock" is defined in the 1983 Indenture as the stock of the
class or classes having general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers or trustees of a
corporation provided that, for the purposes of the 1983 Indenture, stock that
carries only the right to vote conditionally on the occurrence of an event is
not considered voting stock whether or not the event has happened.
LIMITATION ON DISPOSITION OF VOTING STOCK OF, AND MERGER AND SALE OF ASSETS
BY, MLPF&S
ML&Co. may not sell, transfer or otherwise dispose of any Voting Stock
of MLPF&S or permit MLPF&S to issue, sell or otherwise dispose of any of its
Voting Stock, unless, after giving effect to any transaction, MLPF&S remains a
Controlled Subsidiary.
"Controlled Subsidiary" is defined in the 1983 Indenture to mean a
corporation more than 80% of the outstanding shares of Voting Stock of which are
owned directly or indirectly by ML&Co.
In addition, ML&Co. may not permit MLPF&S to:
o merge or consolidate, unless the surviving company is a
Controlled Subsidiary, or
o convey or transfer its properties and assets substantially as an
entirety, except to one or more Controlled Subsidiaries.
MERGER AND CONSOLIDATION
ML&Co. may consolidate or merge with or into any other corporation and
ML&Co. may sell, lease or convey all or substantially all of its assets to any
corporation, provided that:
o the resulting corporation, if other than ML&Co., is a corporation
organized and existing under the laws of the United States of
America or any U.S. state and assumes all of ML&Co.'s obligations
to:
o pay any amounts due and payable or deliverable with respect
to all the senior debt securities; and
o perform and observe of all of ML&Co.'s obligations under the
1983 Indenture, and
o ML&Co. or the successor corporation, as the case may be, is not,
immediately after any consolidation or merger, in default under
the 1983 Indenture.
MODIFICATION AND WAIVER
ML&Co. and the trustee may modify and amend the 1983 Indenture with the
consent of holders of at least 66 2/3% in principal amount of each outstanding
series of senior debt securities affected. However, without the consent of each
holder of any outstanding senior debt security affected, no amendment or
modification to the 1983 Indenture may:
o change the stated maturity date of the principal of, or any
installment of interest or Additional Amounts payable on, any
senior debt security or any premium payable on redemption, or
change the redemption price;
o reduce the principal amount of, or the interest or Additional
Amounts payable on, any senior debt security or reduce the amount
of principal which could be declared due and payable before the
stated maturity date;
o change the place or currency of any payment of principal or any
premium, interest or Additional Amounts payable on any senior debt
security;
o impair the right to institute suit for the enforcement of any
payment on or with respect to any senior debt security;
o reduce the percentage in principal amount of the outstanding
senior debt securities of any series, the consent of whose holders
is required to modify or amend the 1983 Indenture; or
o modify the foregoing requirements or reduce the percentage of
outstanding senior debt securities necessary to waive any past
default to less than a majority.
No modification or amendment of ML&Co.'s Subordinated Indenture or any
Subsequent Indenture for subordinated debt securities may adversely affect the
rights of any holder of ML&Co.'s senior indebtedness without the consent of each
holder affected. The holders of at least a majority in principal amount of
outstanding senior debt securities of any series may, with respect to that
series, waive past defaults under the 1983 Indenture and waive compliance by
ML&Co. with provisions in the 1983 Indenture, except as described under
"--Events of Default".
EVENTS OF DEFAULT
Each of the following will be Events of Default with respect to senior
debt securities of any series:
o default in the payment of any interest or Additional Amounts payable
when due and continuing for 30 days;
o default in the payment of any principal or premium when due;
o default in the deposit of any sinking fund payment, when due;
o default in the performance of any other obligation of ML&Co.
contained in the 1983 Indenture for the benefit of that series or
in the senior debt securities of that series, continuing for 60
days after written notice as provided in the 1983 Indenture;
o specified events in bankruptcy, insolvency or reorganization of ML&Co.;
and
o any other Event of Default provided with respect to senior debt
securities of that series which are not inconsistent with the 1983
Indenture.
If an Event of Default occurs and is continuing for any series of
senior debt securities, other than as a result of the bankruptcy, insolvency or
reorganization of ML&Co., the trustee or the holders of at least 25% in
principal amount of the outstanding senior debt securities of that series may
declare all amounts, or any lesser amount provided for in the senior debt
securities, due and payable or deliverable immediately. At any time after a
declaration of acceleration has been made with respect to senior debt securities
of any series but before the trustee has obtained a judgment or decree for
payment of money, the holders of a majority in principal amount of the
outstanding senior debt securities of that series may rescind any declaration of
acceleration and its consequences, if all payments due, other than those due as
a result of acceleration, have been made and all Events of Default have been
remedied or waived.
Any Event of Default with respect to any series of debt securities may
be waived by the holders of a majority in principal amount or aggregate issue
price of the outstanding senior debt securities of that series, except a
default:
o in the payment of any amounts due and payable or deliverable under the
debt securities of that series; or
o in respect of an obligation or provision of the 1983 Indenture
which cannot be modified under the terms of that Indenture without
the consent of each holder of each outstanding security of each
series of senior debt securities affected.
The holders of a majority in principal amount of the outstanding senior
debt securities of a series may direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee with respect to those senior debt securities,
provided that any direction shall not be in conflict with any rule of law or the
1983 Indenture. Before proceeding to exercise any right or power under the 1983
Indenture at the direction of the holders, the trustee shall be entitled to
receive from the holders reasonable security or indemnification against the
costs, expenses and liabilities which might be incurred by it in complying with
any direction.
The senior debt securities issued under the 1983 Indenture do not have
the benefit of any cross-default provisions with other indebtedness of ML&Co.
ML&Co. is required to furnish to the trustee annually a statement as to
the fulfillment by ML&Co. of all of its obligations under the 1983 Indenture.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC.
Our SEC filings are also available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file by visiting
the SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
about the public reference rooms. You may also inspect our SEC reports and other
information at the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
We have filed a registration statement on Form S-3 with the SEC
covering the senior debt securities. For further information on ML&Co. and the
senior debt securities, you should refer to our registration statement and its
exhibits. This prospectus summarizes material provisions of contracts and other
documents that we refer you to. Because the prospectus may not contain all the
information that you may find important, you should review the full text of
these documents. We have included copies of these documents as exhibits to our
registration statement of which this prospectus is a part.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file
with them, which means:
o incorporated documents are considered part of the prospectus;
o we can disclose important information to you by referring you to
those documents; and
o information that we file with the SEC will automatically update
and supersede this incorporated information.
We incorporate by reference the documents listed below which were filed
with the SEC under the Exchange Act:
o annual report on Form 10-K for the year ended December 25, 1998;
and
o quarterly report on Form 10-Q for the period ended March 26, 1999;
and
o current reports on Form 8-K dated December 28, 1998, January 19,
1999, February 17, 1999, February 18, 1999, February 22, 1999,
February 23, 1999, March 26, 1999, April 13, 1999, April 19, 1999,
May 26, 1999, May 28, 1999 and June 1, 1999.
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this prospectus until this offering
is completed:
o reports filed under Sections 13(a) and (c) of the Exchange Act;
o definitive proxy or information statements filed under Section 14
of the Exchange Act in connection with any subsequent
stockholders' meeting; and
o any reports filed under Section 15(d) of the Exchange Act.
You should rely only on information contained or incorporated by
reference in this prospectus. We have not, and MLPF&S has not, authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are
not, and MLPF&S is not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus is
accurate as of the date of this prospectus only. Our business, financial
condition and results of operations may have changed since that date.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address: Mr. Lawrence
M. Egan, Jr., Corporate Secretary's Office, Merrill Lynch & Co., Inc., 100
Church Street, New York, New York 10080-6512, Telephone: (212) 602-8435.
PLAN OF DISTRIBUTION
This prospectus has been prepared in connection with secondary sales of
the senior debt securities and is to be used by MLPF&S when making offers and
sales related to market-making transactions in the senior debt securities.
MLPF&S may act as principal or agent in these market-making
transactions.
The distribution of the senior debt securities will conform to the
requirements set forth in the applicable sections of Rule 2720 of the Conduct
Rules of the NASD.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from the Annual
Report on Form 10-K of Merrill Lynch & Co., Inc. and subsidiaries have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports (which express an unqualified opinion and which report on the
consolidated financial statements includes an explanatory paragraph for the
change in accounting method for certain internal-use software development
costs), which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein by
reference, Deloitte & Touche LLP have applied limited procedures in accordance
with professional standards for a review of such information. However, as stated
in their reports included in such Quarterly Reports on Form 10-Q and
incorporated by reference herein, they did not audit and they do not express an
opinion on such interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. Deloitte & Touche LLP is
not subject to the liability provisions of Section 11 of the Securities Act for
any such report on unaudited interim financial information because any such
report is not a "report" or a "part" of the Registration Statement prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the
Securities Act.