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Rule 424(b)(3)
Registration No. 33-52647
PROSPECTUS SUPPLEMENT
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(TO PROSPECTUS SUPPLEMENT DATED MARCH 29, 1994 AND PROSPECTUS DATED MARCH 24,
1994)
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTES, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
CONSTANT MATURITY TREASURY RATE INDEXED NOTES
Principal Amount: $100 million Interest Reset Dates: Each Interest
Original Issue Date: April 7, 1994 Payment Date
Maturity Date: April 7, 1997 up to and including
Redemption Date: Not Applicable January 7, 1997
Optional Repayment Interest Rate Basis: Constant Maturity
Dates: Not Applicable Treasury Rate
Interest Payment Index Maturity: Two-year
Dates: Each January 7, Spread: -.35%
April 7, July 7
and October 7
commencing
July 7, 1994
DESCRIPTION OF THE NOTES
GENERAL
The Medium-Term Notes, Series B of Merrill Lynch & Co., Inc. (the
"Company"), offered hereby are "Constant Maturity Treasury Rate Indexed Notes"
and are referred to in this Prospectus Supplement as the "Notes". The Notes are
Regular Floating Rate Notes and certain provisions of the Notes are more fully
described in the accompanying Prospectus and Prospectus Supplement.
This Prospectus Supplement relates to $100,000,000 aggregate principal
amount of Notes which the Company has agreed to sell to Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Underwriter"), and which the Underwriter has
agreed to purchase from the Company, at a price of 99.675% of the principal
amount thereof. The Underwriter has advised the Company that it proposes
initially to offer the Notes to the public at a public offering price equal to
100% of the principal amount thereof. After the initial public offering, such
public offering price may be changed.
The Notes will not be subject to redemption by the Company in whole or in
part prior to the Maturity Date.
INTEREST
The Notes will bear interest from and including April 7, 1994 to but
excluding the Maturity Date. Interest will be payable on the Interest Payment
Dates specified above. The interest rate will be reset on each Interest Reset
Date specified above to a per annum rate equal to the Constant Maturity Treasury
Rate (as defined herein) minus .35%, as determined by Merrill Lynch Capital
Services, Inc. (the "Calculation Agent"), a subsidiary of the Company; provided,
however, that the per annum rate of interest payable on the Notes for the period
from and including April 7, 1994 to but excluding July 7, 1994 will equal a per
annum rate equal to the Constant Maturity Treasury Rate minus .35%, as
determined by the Calculation Agent using April 5, 1994 as the relevant Interest
Determination Date. The "Interest Determination Date" pertaining to an Interest
Reset Date will be the second Business Day preceding such Interest Reset Date.
Accrued interest on the Notes will be calculated by multiplying the face
amount of each Note by an accrued interest factor. Such accrued interest factor
will be computed by adding the interest factor calculated for each day for which
interest is being calculated. The interest factor for each such day will be
computed by dividing the interest rate applicable to such day by the actual
number of days during the applicable year.
The date of this Prospectus Supplement is April 5, 1994.
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"Constant Maturity Treasury Rate" means for any Interest Determination
Date:
(i) The Constant Maturity Treasury Rate will equal the rate which
appears on Telerate Page 7052, "WEEKLY AVG YIELDS ON TREASURY CONSTANT
MATURITIES", under the column corresponding to the Index Maturity specified
above and in the row opposite the date of the last Business Day of the week
prior to the Interest Determination Date appearing in the column entitled
"WEEK END", which appears as of 5:00 P.M., New York City time, on the
applicable Interest Determination Date. "Telerate Page 7052" means the
display designated as page 7052 on the Dow Jones Telerate Service (or such
page as may replace page 7052 on that service). The rate which appears on
Telerate Page 7052 under the column corresponding to the Index Maturity is
the rate described in paragraph (ii) below published in the most recent
H.15(519) (as defined below).
(ii) If the Constant Maturity Treasury Rate as described in clause
(i) is not available by 5:00 P.M., New York City time, on the applicable
Interest Determination Date, the Constant Maturity Treasury Rate will equal
the one-week average yield on United States Treasury securities at
"constant maturity", as published in the most recent H.15(519) in the
column entitled "Week Ending" for the date of the last Business Day of the
week prior to the Interest Determination Date and opposite the heading
"Treasury constant maturities" for the Index Maturity specified above.
(iii) If the most recent date appearing on Telerate Page 7052 under
the column entitled "WEEK END" described in clause (i) above is a date
other than the date of the last Business Day of the week prior to the
Interest Determination Date and if the most recent H.15(519) available on
the applicable Interest Determination Date as described in clause (ii)
above does not contain a heading for the date of the last Business Day of
the week prior to the Interest Determination Date under the column entitled
"Week Ending", the Constant Maturity Treasury Rate will be such United
States Treasury constant maturity rate (or other United States Treasury
rate) for the Index Maturity specified above for such Interest
Determination Date (a) as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of
Treasury, and (b) that the Calculation Agent determines to be comparable to
the rate formerly published in H.15(519).
(iv) If the Constant Maturity Treasury Rate as described in clause
(iii) is not published on the Interest Determination Date, the Constant
Maturity Treasury Rate will be a yield to maturity for direct noncallable
fixed rate obligations of the United States ("Treasury Notes") most
recently issued with an original maturity of approximately the Index
Maturity specified above and an original issue date within the immediately
preceding year based on the yield (which yield is based on asked prices)
for such issue of Treasury Notes for such Interest Determination Date, as
published by the Federal Reserve Bank of New York in its daily statistical
release entitled "Composite 3:30 P.M. Quotations for U.S. Government
Securities" (or any successor or similar publication selected by the
Calculation Agent published by the Board of Governors of the Federal
Reserve System, the Federal Reserve Bank of New York or any other Federal
Reserve Bank or affiliated entity).
(v) If the Constant Maturity Treasury Rate as described in clause (iv) is
not published on the Interest Determination Date, the Constant Maturity
Treasury Rate will be calculated by the Calculation Agent and will be a
yield to maturity (expressed as a bond equivalent and as a decimal
rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point with five one-millionths of a percentage point rounded up,
on the basis of a year of 365 or 366 days, as applicable, and applied on a
daily basis) based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 P.M., New York City time, on such Interest
Determination Date of three primary United States government securities
dealers in The City of New York selected by the Calculation Agent (from
five such dealers and eliminating the highest quotation (or, in the event
of equality, one of the highest) and the lowest quotation (or, in the event
of equality, one of the lowest)) for Treasury Notes with an original
maturity of approximately the Index Maturity specified above and an
original issue date within the immediately preceding year. If three or
four
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(and not five) of such dealers are quoting as described in this clause (v),
then the Constant Maturity Treasury Rate will be based on the arithmetic
mean of the bid prices obtained and neither the highest nor the lowest of
such quotations will be eliminated.
(vi) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (v), the Constant Maturity Treasury Rate
will be calculated by the Calculation Agent and will be a yield to maturity
(expressed as a bond equivalent and as a decimal rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point with five one-
millionths of a percentage point rounded up, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30
P.M., New York City time, on the applicable Interest Determination Date of
three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (from five such dealers
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)) for Treasury Notes with an original maturity of approximately
ten years and a remaining term to maturity closest to the Index Maturity
specified above. If three or four (and not five) of such dealers are
quoting as described in this clause (vi), then the Constant Maturity
Treasury Rate will be based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of such quotations will be
eliminated.
(vii) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (vi), the Constant Maturity Treasury Rate
will be the Constant Maturity Treasury Rate in effect on the preceding
Interest Reset Date (or, in the case of the initial Interest Determination
Date, the one-week average yield on United States Treasury securities at
"constant maturity" for the Index Maturity specified above, as published in
the most recent H.15(519)).
In the case of clause (vi), if two Treasury Notes with an original
maturity of approximately ten years have remaining terms to maturity
equally close to the Index Maturity specified above, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"H.15(519)" means the weekly statistical release designated as such,
published by the Board of Governors of the Federal Reserve System.
All other capitalized terms used but not defined herein will have the
meanings assigned to such terms in the accompanying Prospectus and Prospectus
Supplement.
CONSTANT MATURITY TREASURY RATE
U.S. Treasury securities, including those used to calculate the Constant
Maturity Treasury Rate, are direct obligations of the United States government
and carry the full faith and credit of the United States of America. The Notes,
however, are solely the obligation of the Company and are not backed by the full
faith and credit of the United States. If the Constant Maturity Treasury Rate
is determined using yields published in H.15(519) or as reported by the Federal
Reserve Bank of New York, the Constant Maturity Treasury Rate will be a one-week
average yield on 2-year United States Treasury securities at "constant maturity"
(the "Weekly Constant Maturity Treasury Rate"). Yields on Treasury securities
at "constant maturity" used to calculate the Weekly Constant Maturity Treasury
Rate are interpolated from the daily yield curve. This curve, which relates the
yield on a security to its time to maturity, is based upon the market yields on
actively traded Treasury securities in the over-the-counter market. The
constant maturity yield values are derived from the yield curve at fixed
maturities. This method permits estimation of the yield for a two year
maturity, even if no outstanding security has exactly two years remaining to
maturity. If the Weekly Constant Maturity Treasury Rate cannot be calculated,
the Constant Maturity Treasury Rate will be determined based on the yield to
maturity of certain Treasury securities on the Interest Determination Date based
on secondary market offer prices of certain dealers as more fully described
above. The
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value of the Constant Maturity Treasury Rate during the term of the Notes will
likely not be calculated based on one specific Treasury security.
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