<PAGE>
PRICING SUPPLEMENT
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-13649
(TO PROSPECTUS AND PROSPECTUS SUPPLEMENT,
EACH DATED JANUARY 6, 1997)
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$200,000,000
MERRILL LYNCH & CO., INC.
NOTES DUE MARCH 25, 2002
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The $200,000,000 aggregate principal amount of Notes due March 25, 2002 (the
"Notes") are being issued as a series of Medium-Term Notes, Series B of Merrill
Lynch & Co., Inc. (the "Company") described in the accompanying Prospectus and
Prospectus Supplement. The Notes will be Fixed Rate Notes and will bear interest
at the rate of 7.26% per annum. On March 25, 1999 (the "Optional Conversion
Date"), the Company may exercise an option to convert in whole, but not in part,
the entire principal amount of the Notes to Regular Floating Rate Notes, all as
more fully described below. If the Company exercises this option, the Notes will
not bear interest at the rate of 7.26% per annum, but will be Regular Floating
Rate Notes as described below. The Notes will mature on March 25, 2002
("Maturity"). The Notes will be issued in book-entry form through the facilities
of The Depository Trust Company in minimum denominations of $1,000 and integral
multiples thereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT THE COMPANY(1)(2)
<S> <C> <C> <C>
Per Note.......................... 100% .35% 99.65%
Total............................. $200,000,000 $700,000 $199,300,000
</TABLE>
(1) Plus accrued interest, if any, from March 25, 1997.
(2) Before deduction of expenses payable by the Company.
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The Notes are offered by the Underwriter, subject to prior sale, when, as
and if issued by the Company and accepted by the Underwriter and subject to
certain other conditions. The Underwriter reserves the right to reject orders in
whole or in part. It is expected that delivery of the Notes will be made through
the book-entry facilities of The Depository Trust Company on or about March 25,
1997.
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MERRILL LYNCH & CO.
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The date of this Pricing Supplement is March 19, 1997.
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Certain persons participating in this offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the Notes. For a
description of these activities, see "Supplemental Plan of Distribution" herein
and "Plan of Distribution" in the accompanying Prospectus and Prospectus
Supplement.
DESCRIPTION OF THE NOTES
GENERAL
The Medium-Term Notes, Series B of the Company offered hereby are "Notes due
March 25, 2002" and are referred to in this Pricing Supplement as the "Notes".
On the Optional Conversion Date, the Company may exercise an option to convert
in whole, but not in part, the entire principal amount of the Notes from Fixed
Rate Notes to Regular Floating Rate Notes (the "LIBOR Conversion Option"), on
notice given to the Holders of the Notes as provided in the Indenture not more
than 20 nor less than 10 scheduled Business Days prior to such Optional
Conversion Date. If the Optional Conversion Date would fall on a day that is not
a Business Day (as that term is defined for purposes of Fixed Rate Notes), such
Optional Conversion Date shall be postponed to the following day that is a
Business Day. Except as provided below, the terms of the Notes will be as
described in the accompanying Prospectus and Prospectus Supplement.
PRIOR TO EXERCISE OF THE LIBOR CONVERSION OPTION
Prior to exercise by the Company of the LIBOR Conversion Option, the Notes
will be Fixed Rate Notes except as described below. Certain provisions of the
Fixed Rate Notes are more fully described in the accompanying Prospectus and
Prospectus Supplement. The Notes will bear interest at the rate of 7.26% per
annum until the earlier of (i) the principal amount thereof is paid or made
available for payment and (ii) the LIBOR Conversion Option is exercised.
Interest payments on the Notes will equal the amount of interest accrued from
and including the immediately preceding Interest Payment Date in respect of
which interest has been paid (or from and including March 25, 1997 (the
"Original Issue Date"), if no interest has been paid with respect to the Notes),
to, but excluding, the related Interest Payment Date, Maturity or Optional
Conversion Date, as the case may be. Interest on the Notes will be computed on
the basis of a 360-day year of twelve 30-day months. Interest on the Notes will
be payable semiannually on March 25 and September 25 of each year, commencing
September 25, 1997, and at Maturity if the LIBOR Conversion Option is not
exercised.
SUBSEQUENT TO EXERCISE OF THE LIBOR CONVERSION OPTION
On and after the date on which the LIBOR Conversion Option is exercised, if
at all, the Notes will be Regular Floating Rate Notes. Certain provisions of the
Regular Floating Rate Notes are more fully described in the accompanying
Prospectus and Prospectus Supplement. The Interest Rate Basis will be LIBOR; the
Index Currency will be U.S. Dollars; the Index Maturity will be 3 Months; the
Designated LIBOR Page will be Telerate Page 3750; the Spread will be +0.20%. The
Interest Reset Dates will be March 25, June 25, September 25 and December 25 of
each year commencing on the date the LIBOR Conversion Option is exercised. The
Interest Payment Dates will be March 25, June 25, September 25 and December 25
of each year commencing on June 25, 1999. Interest payments on the Notes will
equal the amount of interest accrued from and including the immediately
preceding Interest Payment Date in respect of which interest has been paid (or
from the date on which the LIBOR Conversion Option is exercised, for the initial
payment as a Regular Floating Rate Note), to but excluding the related Interest
Payment Date or Maturity. Interest on the Notes will be computed on the basis of
the actual number of days during the period for which payment is being made,
divided by 360. Interest on the Notes will be computed and payable as a Regular
Floating Rate Note as described in the accompanying Prospectus and Prospectus
Supplement.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion supplements the discussion contained in the
accompanying Prospectus Supplement under the heading "Certain United States
Federal Income Tax Considerations--U.S. Holders--Original Issue Discount". The
following discussion assumes that the "issue price" of the Notes, as determined
for United States Federal income tax purposes, will equal the principal amount.
The OID Regulations do not specifically address the proper United States
Federal income tax treatment of a debt instrument which provides the issuer with
an option to convert the interest rate from a fixed rate to a floating rate,
such as the LIBOR Conversion Option applicable to the Notes. It is also unclear
whether the tax treatment of the Notes is properly governed by the OID
Regulations or whether alternatively the Notes constitute contingent payment
debt obligations. Accordingly, the proper United States Federal income tax
treatment of the Notes is uncertain.
Due to the lack of authority directly addressing the proper United States
Federal income tax treatment of the Notes, since the OID Regulations contain an
analogous set of rules which apply to debt
PS-2
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instruments which provide for alternative payment schedules upon the occurrence
of certain contingencies or the exercise of certain options, although not
expressly applicable to the Notes, the Company intends to apply similar rules
for purposes of calculating the amount and accrual of original issue discount
and interest on the Notes. Based upon such an approach, the Company intends to
assume that the Company will not exercise the LIBOR Conversion Option and that
the Notes will accrue interest at the 7.26% per annum fixed rate until the
Maturity. Accordingly, under this approach, the Notes will be treated as
providing for stated interest throughout the entire term thereof at a rate equal
to the 7.26% per annum fixed rate. As a result of the foregoing, under this
approach, all interest on the Notes payable at the 7.26% per annum fixed rate
will constitute "qualified stated interest" and will be taxed accordingly. Thus,
under this approach, the Notes will not be treated as having been issued with
original issue discount for United States Federal income tax purposes. Moreover,
under this approach, if the Company in fact exercises the LIBOR Conversion
Option, solely for purposes of determining the accrual of original issue
discount and interest on the Notes, the Notes will be deemed to be reissued for
an issue price equal to the principal amount, and the floating interest rate of
the LIBOR rate plus 0.20% will constitute qualified stated interest and will be
taxed accordingly. Where required, the Company intends to file information
returns with the IRS in accordance with the foregoing treatment, in the absence
of any change or clarification in the law, by regulation or otherwise, requiring
another treatment of the Notes for United States Federal income tax purposes.
There can be no assurance, however, that the IRS will agree with the foregoing
treatment, and it is possible that the IRS could assert another treatment of the
Notes.
Prospective investors in the Notes are urged to consult their own tax
advisors regarding the proper United States Federal income tax treatment of the
Notes.
SUPPLEMENTAL PLAN OF DISTRIBUTION
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") has
agreed to purchase from the Company $200,000,000 aggregate principal amount of
the Notes.
The Underwriter has advised the Company that it proposes initially to offer
all or part of the Notes directly to the public at the offering price set forth
on the cover page of this Pricing Supplement. After the initial public offering,
the public offering price may be changed.
The Underwriter is permitted to engage in certain transactions that
stabilize the price of the Notes. Such transactions consist of bids or purchases
for the purpose of pegging, fixing or maintaining the price of the Notes.
In general, purchases of a security for the purpose of stabilization could
cause the price of the security to be higher than it might be in the absence of
such purchases.
Neither the Company nor the Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Notes. In addition, neither the
Company nor the Underwriter makes any representation that the Underwriter will
engage in such transactions or that such transaction, once commenced, will not
be discontinued without notice. See "Plan of Distribution" in the accompanying
Prospectus and Prospectus Supplement.
PS-3
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PRICING SUPPLEMENT, THE PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PRICING SUPPLEMENT,
THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR BY THE AGENT. NEITHER THE DELIVERY OF THIS PRICING SUPPLEMENT,
THE PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER AND
THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PRICING
SUPPLEMENT, THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
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PAGE
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PRICING SUPPLEMENT
Description of the Notes....................... PS-2
Certain United States Federal Income Tax
Considerations............................... PS-3
Supplemental Plan of Distribution.............. PS-3
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PROSPECTUS SUPPLEMENT
<S> <C>
Risk Factors................................... S-2
Description of Notes........................... S-4
Certain United States Federal Income Tax
Considerations............................... S-22
Plan of Distribution........................... S-28
Legal Opinion.................................. S-29
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PROSPECTUS
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
Merrill Lynch & Co., Inc....................... 3
Use of Proceeds................................ 3
Summary Financial Information.................. 4
Description of Debt Securities................. 10
Description of Debt Warrants................... 15
Description of Currency Warrants............... 16
Description of Index Warrants.................. 17
Plan of Distribution........................... 22
Experts........................................ 23
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$200,000,000
MERRILL LYNCH & CO., INC.
NOTES DUE MARCH 25, 2002
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PRICING SUPPLEMENT
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MERRILL LYNCH & CO.
MARCH 19, 1997
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