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FILE NO. 333-13649
RULE 424(B)(3)
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PROSPECTUS SUPPLEMENT
(TO PROSPECTUS AND PROSPECTUS SUPPLEMENT EACH DATED JANUARY 6, 1997)
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(
MERRILL LYNCH & CO., INC.
MEDIUM-TERM NOTES, SERIES B
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
CALLABLE ZERO COUPON NOTES DUE FEBRUARY 25, 2027
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Aggregate Principal Amount: $315,589,000
Price to Public: Varying prices, as described herein
Original Issue Date: February 25, 1997
Maturity Date: February 25, 2027
Interest Rate: 0% per annum
Interest Payment Dates: Accrued Original Issue Discount will be paid upon maturity or at the earlier
redemption of the Notes at the option of the Company or upon the occurrence of an
Event of Default, as described below.
Initial Redemption Date: February 25, 2006
Optional Redemption Dates: Set forth below
Other Provisions: Notwithstanding any other provision contained in the Notes offered hereby, if an Event
of Default (as defined in the 1993 Indenture) with respect to the Notes shall occur
and be continuing and the principal of all the Notes is declared due and payable in
the manner and with the effect provided in the Indenture, "principal" with respect to
the Notes in determining any amount then declared due and payable shall mean the Issue
Price of this Note plus that portion of the accrued Original Issue Discount
attributable to the period from the Original Issued Date to the date of acceleration
(calculated on a semi-annual bond equivalent basis using a year composed of twelve
30-day months). Issue Price shall equal $30,000,000 and Original Issue Discount shall
equal $285,589,000.
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DESCRIPTION OF NOTES
The Medium-Term Notes, Series B of Merrill Lynch & Co., Inc. (the
"Company") offered hereby are "Callable Zero Coupon Notes due February 25, 2027"
and are referred to in this Prospectus Supplement as the "Notes". The Notes are
Fixed Rate Notes as described in the accompanying Prospectus Supplement dated
January 6, 1997. Notwithstanding the provisions contained in the Prospectus
Supplement dated January 6, 1997, attached hereto, the Company may redeem the
Notes only on the Optional Redemption Dates set forth below, upon notice given
not more than 60 nor less than 30 days prior to the applicable Optional
Redemption Date. On any Optional Redemption Date, the Company may exercise an
option to redeem the Notes in whole, but not in part, at a redemption price
equal to the Principal Amount of the Notes multiplied by the Call Percentage
relating to such Optional Redemption Date, as set forth below:
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Optional Redemption Date Call Percentage Optional Redemption Date Call Percentage
February 25, 2006 19.2575% February 25, 2016 42.1956%
February 25, 2007 20.8289% February 25, 2017 45.6387%
February 25, 2008 22.5286% February 25, 2018 49.3628%
February 25, 2009 24.3669% February 25, 2019 53.3908%
February 25, 2010 26.3552% February 25, 2020 57.7475%
February 25, 2011 28.5058% February 25, 2021 62.4597%
February 25, 2012 30.8319% February 25, 2022 67.5564%
February 25, 2013 33.3478% February 25, 2023 73.0690%
February 25, 2014 36.0690% February 25, 2024 79.0315%
February 25, 2015 39.0122% February 25, 2025 85.4804%
February 25, 2026 92.4556%
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The date of this Prospectus Supplement is February 12, 1997
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In addition to the risks described in "Risk Factors" in the accompanying
Prospectus Supplement dated January 6, 1997, an investor should consider that
the prices at which zero-coupon instruments, such as the Notes, trade in the
secondary market tend to fluctuate more in relation to general changes in
interest rates than do such prices for conventional interest-bearing securities
with comparable maturities. Generally, the longer the remaining term of such
instruments, the greater the price volatility as compared with that for
conventional interest-bearing securities with comparable maturities. Although
the Notes do not provide for current payments of interest, beneficial owners of
the Notes will be required to include original issue discount into income over
the term of the Notes. See "Certain United States Federal Income Tax
Considerations" in the accompanying Prospectus Supplement dated January 6, 1997
for a discussion of the tax consequences of investing in the Notes.
This Prospectus Supplement relates to $315,589,000 aggregate principal
amount of Notes which the Company has agreed to sell to Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Underwriter"), as principal, and which the
Underwriter has agreed to purchase from the Company at a price of 9.506% of the
principal amount thereof less an underwriting commission of .215% of the
principal amount thereof. The Underwriter has advised the Company that it
proposes to resell the Notes to investors and other purchasers at varying prices
relating to prevailing market prices at the time of resale as determined by the
Underwriter. The Underwriter may sell Notes to certain dealers less a selling
concession not in excess of .18% of the principal amount of Notes. The
Underwriter may allow and such dealers may reallow a discount not in excess of
.15% of the principal amount of the Notes to certain other dealers. After the
initial public offering, the concession and discount may be changed.
