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 2 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. 3 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 4 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. 5 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 6 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. 7 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. 8 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 9