Exhibit 99(b)
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC TO MERRILL LYNCH & CO., INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. R-
CUSIP Principal Amount: $
MERRILL LYNCH & CO., INC.
Real Estate Investment Trust Portfolio Total Return
Market Index Target-Term Securities/SM/ due August 31, 2000
("MITTS(R)")
Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
herein referred to), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, an amount calculated as described below (the "Redemption
Amount") on August 31, 2000 (the "Stated Maturity").
Payment of the Redemption Amount at maturity with respect to this Note
shall be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.
This Note is one of the series of Real Estate Investment Trust Portfolio
Total Return Market Index Target-Term Securities due August 31, 2000 (the
"Notes").
Redemption Amount
The Redemption Amount with respect to this Note shall equal the Total
Return Portfolio Value; provided, however, that the amount payable at maturity
will not be less than $9 for each $10
/SM/"Market Index Target-Term Securities" is a service mark of Merrill Lynch &
Co., Inc.
(R)"MITTS" is a registered service mark of Merrill Lynch & Co., Inc.
principal amount of the Securities (the "Minimum Payment"). The principal
amount shall equal the amount so specified on the front page hereof.
The "Total Return Portfolio Value" shall be determined by Merrill Lynch,
Pierce, Fenner & Smith Incorporated or a successor thereto (the "Calculation
Agent"), and shall equal the average (mean) of the Daily Total Return Portfolio
Values determined on each of the first forty-five Calculation Days during the
Calculation Period. If there are fewer than forty-five Calculation Days, then
the Total Return Portfolio Value shall equal the average (mean) of the Daily
Total Return Portfolio Values on such Calculation Days, and if there is only one
Calculation Day, then the Total Return Portfolio Value shall equal the Daily
Total Return Portfolio Value on such Calculation Day. If no Calculation Days
occur during the Calculation Period because of Market Disruption Events, then
the Total Return Portfolio Value shall equal the Daily Total Return Portfolio
Value determined on the last scheduled NYSE Trading Day in the Calculation
Period, regardless of the occurrence of a Market Disruption Event on such day.
The "Calculation Period" shall be the period from and including the ninetieth
scheduled NYSE Trading Day prior to the maturity date to and including the
fourth scheduled NYSE Trading Day prior to the maturity date. "Calculation Day"
with respect to the Portfolio Securities shall be any NYSE Trading Day during
the Calculation Period on which a Market Disruption Event with respect to a
Portfolio Security has not occurred. "NYSE Trading Day" for purposes of
determining the Daily Total Return Portfolio Value shall be a day on which
trading is generally conducted on the New York Stock Exchange and in the over-
the-counter market for equity securities in the United States as determined by
the Calculation Agent.
The "Daily Total Return Portfolio Value" for any Calculation Day will be
determined by Bridge Data Company, or successor thereto (the "Pricing Agent"),
and will equal (i) the Equity Value, plus (ii) the Aggregate Dividend Value for
such Calculation Day.
"Equity Value" for any Calculation Day shall equal the sum of the products
of the Market Prices and the applicable Multipliers for the Portfolio Securities
as defined below.
"Aggregate Dividend Value" for any Calculation Day shall equal the sum of
the Dividend Payments for each Portfolio Security. The "Dividend Payment" with
respect to a Portfolio Security for any Calculation Day shall equal the sum of
the products of (i) each dividend paid by the issuer of such Portfolio Security
on one share of such Portfolio Security during the period from the date of this
Note through such Calculation Day (but not including any reinvestment thereof)
multiplied by (ii) the Multiplier applicable to such Portfolio Security at the
time each such dividend is paid. A dividend shall be considered paid by an
issuer on the day the issuer actually pays such
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dividend and not on the day such dividend is declared or the record date for the
payment of such dividend is fixed.
"Market Price" shall be for a Calculation Day (i) the last reported sale
price, regular way, on such day on the principal United States securities
exchange registered under the Securities Exchange Act of 1934 on which such
Portfolio Security is listed or admitted to trading, or (ii) if not listed or
admitted to trading on any such securities exchange or if such last reported
sale price is not obtainable, the last reported regular way sale price on the
over-the-counter market as reported on the Nasdaq National Market ("NNM") or OTC
Bulletin Board Service ("OTC Bulletin Board") operated by the National
Association of Securities Dealers, Inc. (the "NASD") on such day, or (iii) if
the last reported sale price is not available pursuant to (i) and (ii) above,
the mean of the last reported bid and offer price on the over-the-counter market
as reported on the NNM or OTC Bulletin Board on such day as determined by the
Pricing Agent. If the Portfolio Security is not listed on a national securities
exchange in the United States, is not a NNM security or is not included in the
OTC Bulletin Board operated by the NASD, Market Price shall be the average
(mean) of the last available bid and offer prices in the United States over-the-
counter market of the three dealers which have the highest volume of
transactions in such Portfolio Security in the immediately preceding calendar
month as determined by the Calculation Agent based on information that is
reasonably available to it. The term "NNM security" shall include a security
included in any successor to such system and the term "OTC Bulletin Board" shall
include any successor service thereto. If the Pricing Agent is required to use
the bid and offer price for a Portfolio Security to determine the Market Price
of such Portfolio Security pursuant to the foregoing, the Pricing Agent shall
not use any bid or offer price announced by Merrill Lynch, Pierce, Fenner &
Smith Incorporated or any affiliate of the Company or the Pricing Agent.
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The common stocks of the issuers listed below (the "Portfolio Securities")
shall be used to calculate the Daily Total Return Portfolio Value. The
following table sets forth the issuers of the Portfolio Securities and the
initial Multipliers,
Issuers of the Portfolio Security Initial
- -------------------------------------- Multiplier
----------
Burnham Pacific Properties, Inc.......
Carr Realty Corporation...............
Duke Realty Investments, Inc..........
Excel Realty Trust, Inc...............
Federal Realty Investment Trust.......
Gables Residential Trust..............
General Growth Properties, Inc........
Health and Retirement Property Trust..
Health Care Property Investors, Inc...
JP Realty, Inc........................
Kimco Realty Corporation..............
Nationwide Health Properties, Inc.....
New Plan Realty Trust.................
Simon Property Group, Inc.............
Taubman Centers, Inc..................
TriNet Corporate Realty Trust, Inc....
Urban Shopping Centers, Inc...........
Weingarten Realty Investors...........
Wellsford Residential Property Trust..
Western Investment Real Estate Trust..
The Multiplier with respect to any Portfolio Security and the Portfolio
shall be adjusted as follows:
1. If a Portfolio Security is subject to a stock split or reverse
stock split, then once such split has become effective, the Multiplier
relating to such Portfolio Security shall be adjusted to equal the product
of the number of shares issued with respect to one such share of such
Portfolio Security, and the prior multiplier.
2. If a Portfolio Security is subject to a stock dividend (issuance
of additional shares of the Portfolio Security) that is given equally to
all holders of shares of the issuer of such Portfolio Security, then once
the dividend has become effective and such Portfolio Security is trading
ex-dividend, the Multiplier shall be adjusted so that the new Multiplier
shall equal the former Multiplier plus the product of the number of shares
of such Portfolio Security issued with respect to one such share of
Portfolio Security and the prior multiplier.
3. There shall be no adjustments to the Multipliers to reflect cash
dividends or distributions paid with respect of a Portfolio Security.
4. If the issuer of a Portfolio Security is being liquidated or is
subject to a proceeding under any applicable bankruptcy, insolvency or
other similar law, such Portfolio Security shall continue to be included in
the Portfolio so long as a Market Price for such Portfolio
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Security is available. If a Market Price is no longer available for a
Portfolio Security for whatever reason, including the liquidation of the
issuer of such Portfolio Security or the subjection of the issuer of such
Portfolio Security to a proceeding under any applicable bankruptcy,
insolvency or other similar law, then the value of such Portfolio Security
shall equal zero in connection with calculating the Equity Value and Total
Return Portfolio Value for so long as no Market Price is available, and no
attempt shall be made to find a replacement stock or increase the value of
the Portfolio to compensate for the deletion of such Portfolio Security.
5. If the issuer of a Portfolio Security has been subject to a merger
or consolidation and is not the surviving entity, then a value for such
Portfolio Security shall be determined at the time such issuer is merged or
consolidated and shall equal the last available Market Price for such
Portfolio Security, and such value shall be constant for the remaining term
of the Securities. At such time, no adjustment shall be made to the
Multiplier of such Portfolio Security. The Company may at its sole
discretion increase such last available Market Price to reflect payments or
dividends of securities or other consideration to holders of such Portfolio
Security in connection with such a merger or consolidation which may not be
reflected in such last available Market Price.
6. If the issuer of a Portfolio Security issues to all of its
shareholders equity securities of an issuer other than the issuer of the
Portfolio Security, then such new equity securities shall be added to the
Portfolio as a new Portfolio Security. The Multiplier for such new
Portfolio Security shall equal the product of the original Multiplier with
respect to the Portfolio Security for which the new Portfolio Security is
being issued (the "Original Portfolio Security") and the number of shares
of the new Portfolio Security issued with respect to one share of the
Original Portfolio Security. The Dividend Payment for such new Portfolio
Security shall be determined as described herein, except that the period
during which dividends paid by the issuer of such new Portfolio Security
shall be from the date such new Portfolio Security is issued to holders of
the Original Portfolio Security through the relevant Calculation Date.
No adjustments of any Multiplier of a Portfolio Security shall be required
unless such adjustment would require a change of at least 1% in the Multiplier
then in effect. The Multiplier resulting from any of the adjustments specified
above shall be rounded to the nearest one thousandth with five ten-thousandths
being rounded upward.
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No adjustments to the Multiplier of any Portfolio Security or to the
Portfolio shall be made other than those specified above.
"Market Disruption Event" with respect to a Portfolio Security shall be
either of the following events, as determined by the Calculation Agent:
(i) the suspension or material limitation (provided that
limitations pursuant to New York Stock Exchange Rule 80A (or any
applicable rule or regulation enacted or promulgated by the New York
Stock Exchange, any other self-regulatory organization or the
Securities and Exchange Commission of similar scope as determined by
the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this
definition) in the trading of such Portfolio Security in the over-the-
counter market or on any exchange in the United States for more than
two hours of trading or during the period one-half hour prior to the
time that such Portfolio Security is to be priced, or
(ii) the suspension or material limitation (whether by reason of
movements in price otherwise exceeding levels permitted by the
relevant exchange or otherwise) in option contracts related to a
Portfolio Security traded on any exchange for more than two hours of
trading or during the period one-half hour prior to the time that such
Portfolio Security is to be priced.
For the purposes of this definition, a limitation on the hours in a trading
day and/or number of days of trading shall not constitute a Market Disruption
Event if it results from an announced change in the regular business hours of
the relevant exchange.
All determinations made by the Calculation Agent or Pricing Agent, as the
case may be, shall be at the sole discretion of the Calculation Agent or Pricing
Agent, as the case may be, and, in the absence of a determination of manifest
error, shall be conclusive for all purposes and binding on the Company and
Holders of the Notes. All percentages resulting from any calculation on the
Notes shall 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 such calculation shall be rounded to
the nearest cent with one-half cent being rounded upwards.
This Note is one of a duly authorized issue of Securities of the Company,
issued and to be issued under the Indenture, dated
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as of April 1, 1983, as amended and restated (herein called the "Indenture"),
between the Company and Chemical Bank (successor by merger to Manufacturers
Hanover Trust Company), Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of the
Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered.
The Company hereby covenants for the benefit of the Holders of the Notes,
to the extent permitted by law, not to claim voluntarily the benefits of any
laws concerning usurious rates of interest against a Holder of the Notes.
The Notes are not subject to redemption by the Company or at the option of
the Holder prior to the Stated Maturity.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. In case an Event of
Default with respect to any Notes shall have occurred and be continuing, the
amount payable to a Holder of a Note upon any acceleration permitted by the
Notes shall be equal to an amount payable calculated as if the date of early
repayment were the Stated Maturity. In case of default in payment at the
maturity date of the Notes (whether at the Stated Maturity or upon
acceleration), from and after the maturity date the Notes shall bear interest,
payable upon demand of the Holders thereof, at the rate of 7-1/2% per annum (to
the extent that payment of such interest shall be legally enforceable) on the
unpaid amount due and payable on such date in accordance with the terms of the
Notes to the date payment of such amount has been made or duly provided for.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
each series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
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No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Redemption Amount plus any additional
amount with respect to this Note at the times, places, and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and on the first page hereof, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, shall be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $10 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations set forth therein and on the first
page hereof, the Notes are exchangeable for a like aggregate principal amount of
Notes in authorized denominations, as requested by the Holder surrendering the
same. If (x) Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that this Note shall be exchangeable or (z) an Event of Default has
occurred and is continuing with respect to the Notes, this Note shall be
exchangeable for Notes in definitive form of like tenor and of an equal
aggregate principal amount, in denominations of $10 and integral multiples
thereof. Such definitive Notes shall be registered in such name or names as the
Depository shall instruct the Trustee. If definitive Notes are so delivered,
the Company may make such changes to the form of this Note as are necessary or
appropriate to allow for the issuance of such definitive Notes.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
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All terms used in this Note which are defined in the Indenture but not in
this Note shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
Chemical Bank, the Trustee under the Indenture, or its successor thereunder, by
the manual signature of one of its authorized officers, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
MERRILL LYNCH & CO., INC.
By:___________________________
[SEAL] Treasurer
Attest:___________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
CHEMICAL BANK, as Trustee
By:________________________
Authorized Officer
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