<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 333-28537
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 7, 1997)
[LOGO]
$250,000,000
MERRILL LYNCH & CO., INC.
6.56% NOTES DUE DECEMBER 16, 2007
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Interest on the Notes is payable semiannually on June 16 and December 16 of
each year (each an "Interest Payment Date"), commencing June 16, 1998. The
Notes are not subject to redemption by Merrill Lynch & Co., Inc. (the
"Company") prior to maturity.
Ownership of the Notes will be maintained in book-entry form by or through
the Depository (as hereinafter defined). Interests in the Notes will be shown
on, and transfers thereof will be effected only through, records maintained by
the Depository and its participants. Beneficial owners of the Notes will not
have the right to receive physical certificates evidencing their ownership
except under the limited circumstances described herein. Settlement for the
Notes will be made in immediately available funds. The Notes will trade in the
Depository's Same-Day Funds Settlement System, and secondary market trading
activity for the Notes will therefore settle in immediately available funds.
All payments of principal and interest on the Notes will be made by the Company
in immediately available funds so long as the Notes are maintained in book-
entry form. Beneficial interests in the Notes may be acquired, or subsequently
transferred, only in 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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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT THE COMPANY(1)(2)
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<S> <C> <C> <C>
Per Note........................... 100% .6% 99.4%
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Total.............................. $250,000,000 $1,500,000 $248,500,000
</TABLE>
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(1) Plus accrued interest, if any, from December 16, 1997.
(2) Before deduction of expenses payable by the Company.
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The Notes are offered by the Underwriters, subject to prior sale, when, as
and if issued by the Company and accepted by the Underwriters and subject to
certain other conditions. The Underwriters reserve 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 on or about December 16,
1997.
----------------
MERRILL LYNCH & CO.
NATIONSBANC MONTGOMERY SECURITIES, INC.
ABN AMRO CHICAGO CORPORATION
SBC WARBURG DILLON READ INC.
----------------
The date of this Prospectus Supplement is December 11, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES. SUCH
TRANSACTIONS MAY INCLUDE STABILIZING, PURCHASING NOTES TO COVER SYNDICATE SHORT
POSITIONS AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING".
The Commissioner of Insurance of the State of North Carolina has not approved
or disapproved this offering nor has the Commissioner passed upon the accuracy
or adequacy of this Prospectus Supplement or Prospectus.
S-2
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED LAST FRIDAY NINE MONTHS
IN DECEMBER ENDED
------------------------ SEPTEMBER 26,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges....... 1.3 1.4 1.2 1.2 1.2 1.2
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consists of interest costs, amortization of
debt expense, preferred stock dividend requirements of majority-owned
subsidiaries, and that portion of rentals estimated to be representative of the
interest factor.
RECENT DEVELOPMENTS
On November 19, 1997, the Company and Mercury Asset Management Group plc
("MAM") announced the terms of a recommended offer (the "Offer") to be made for
all the issued share capital of MAM. In the proposed transaction, ML Invest
PLC, an indirect, wholly-owned subsidiary of the Company, has offered to
acquire all outstanding shares of MAM for a price of (Pounds)17 per share. The
aggregate offer value for the outstanding shares is approximately (Pounds)3.1
billion.
The directors of MAM have unanimously recommended to MAM shareholders the
acceptance of the Offer and have entered into irrevocable agreements to accept
the Offer in respect of their shareholdings. The transaction is conditioned on,
among other things, the receipt of all required regulatory approvals.
DESCRIPTION OF NOTES
GENERAL
The Notes are to be issued as a series of Senior Debt Securities under the
1983 Indenture, which is more fully described in the accompanying Prospectus.
The Notes will mature on December 16, 2007.
The Notes will bear interest from December 16, 1997, payable semiannually on
June 16 and December 16 of each year (each an "Interest Payment Date"),
commencing June 16, 1998, to the persons in whose names the Notes are
registered on the preceding June 1 and December 1, respectively.
The Notes are not subject to redemption by the Company prior to maturity.
The Notes will be issued in denominations of $1,000 and integral multiples
thereof.
DEPOSITORY
Upon issuance, all Notes will be represented by one or more fully registered
global securities (the "Global Notes"). Each such Global Note will be deposited
with, or on behalf of, The Depository Trust Company ("DTC"), as Depository, and
registered in the name of Cede & Co. (DTC's partnership nominee). Unless and
until it is exchanged in whole or in part for Notes in definitive form, no
Global Note may be transferred except as a whole by the Depository to a nominee
of such Depository or by a nominee of such Depository to such Depository or
another nominee of such Depository or by such Depository or any such nominee to
a successor of such Depository or a nominee of such successor.
So long as DTC, or its nominee, is a registered owner of a Global Note, DTC
or its nominee, as the case may be, will be considered the sole owner or Holder
of the Notes represented by such Global Note for all purposes under the 1983
Indenture. Except as provided below, the actual owner of the Notes represented
by
S-3
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a Global Note (the "Beneficial Owner") will not be entitled to have the Notes
represented by such Global Notes registered in their names, will not receive or
be entitled to receive physical delivery of the Notes in definitive form,
except as described below, and will not be considered the owners or Holders
thereof under the 1983 Indenture, including for purposes of receiving any
reports delivered by the Company or the Trustee pursuant to the 1983 Indenture.
Accordingly, each person owning a beneficial interest in a Global Note must
rely on the procedures of DTC and, if such person is not a participant of DTC
(a "Participant"), on the procedures of the Participant through which such
person owns its interest, to exercise any rights of a Holder under the 1983
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of Holders or that an owner of a
beneficial interest in such a Global Note desires to give or take any action
which a Holder is entitled to give or take under the 1983 Indenture, DTC would
authorize the Participants holding the relevant beneficial interests to give or
take such action, and such Participants would authorize Beneficial Owners
owning through such Participants to give or take such action or would otherwise
act upon the instructions of Beneficial Owners. Conveyance of notices and other
communications by DTC to Participants, by Participants to Indirect
Participants, as defined below, and by Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to
any statutory or regulatory requirements as may be in effect from time to time.
If (x) the 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 the Global Notes shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Notes, the Global
Notes will be exchangeable for Notes in definitive form of like tenor and of an
equal aggregate principal amount, in denominations of $1,000 and integral
multiples thereof. Such definitive Notes shall be registered in such name or
names as the Depository shall instruct the Trustee. It is expected that such
instructions may be based upon directions received by the Depository from
Participants with respect to ownership of beneficial interests in such Global
Notes.
The following is based on information furnished by DTC:
DTC will act as securities depository for the Notes. The Notes will be issued
as fully registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One or more fully registered Global Notes will be issued
for the Notes in the aggregate principal amount of such issue, and will be
deposited with DTC.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC holds securities that its Participants deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants of DTC ("Direct Participants") include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC's system is
also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
Purchases of Notes under the DTC's system must be made by or through Direct
Participants, which will receive a credit for the Notes on the DTC's records.
The ownership interest of each Beneficial Owner is in turn to be recorded on
the records of Direct Participants and Indirect Participants. Beneficial Owners
will
S-4
<PAGE>
not receive written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
Participants or Indirect Participants through which such Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Notes are
to be accomplished by entries made on the books of Participants acting on
behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Notes, except as provided above.
To facilitate subsequent transfers, all Notes deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of
Notes with DTC and their registration in the name of Cede & Co. effect no
change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Notes; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Notes are credited, which may or may not be
the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by Direct Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Notes.
Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon
as possible after the applicable record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Notes will be made in immediately
available funds to DTC. DTC's practice is to credit Direct Participants'
accounts on the applicable payment date in accordance with their respective
holdings shown on the Depository's records unless DTC has reason to believe
that it will not receive payment on such date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the responsibility of
such Participant and not of DTC, the Trustee or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the Company
or the Trustee, disbursement of such payments to Direct Participants shall be
the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct Participants and Indirect
Participants.
DTC may discontinue providing its services as securities depository with
respect to the Notes at any time by giving reasonable notice to the Company or
the Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, Note certificates are required to be printed and
delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Note certificates will be printed and delivered.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest on the Notes will be
made by the Company in immediately available funds so long as the Notes are
maintained in book-entry form.
S-5
<PAGE>
UNDERWRITING
The Underwriters named below (the "Underwriters") have each severally agreed,
subject to the terms and conditions of the Underwriting Agreement and a Terms
Agreement, to purchase from the Company the principal amount of Notes set forth
opposite their respective names. The Underwriters are committed to purchase all
of the Notes if any of the Notes are purchased.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
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<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S")................................. $175,000,000
NationsBanc Montgomery Securities, Inc. ..................... 25,000,000
ABN AMRO Chicago Corporation................................. 25,000,000
SBC Warburg Dillon Read Inc. ................................ 25,000,000
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Total................................................... $250,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose initially to
offer the Notes directly to the public at the offering price set forth on the
cover page of this Prospectus Supplement and to certain dealers at such price
less a concession not in excess of .35% of the principal amount of the Notes.
The Underwriters may allow and such dealers may reallow a discount not in
excess of .25% of the principal amount of the Notes to certain other dealers.
After the initial public offering, the public offering price, concession and
discount may be changed.
Certain of the Underwriters and their affiliates engage in transactions with,
and perform services for, the Company in the ordinary course of business and
have engaged, and may in the future engage, in commercial banking and
investment banking transactions with the Company.
The underwriting of the Notes will conform to the requirements set forth in
the applicable sections of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc.
The Underwriters are 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.
If the Underwriters create a short position in the Notes in connection with
the offering, i.e., if they sell more Notes than are set forth on the cover
page of this Prospectus Supplement, the Underwriters may reduce that short
position by purchasing Notes in the open market.
The Underwriters may also impose a penalty bid on certain Underwriters and
selling group members. This means that if the Underwriters purchase Notes in
the open market to reduce the Underwriters' short position or to stabilize the
price of the Notes, they may reclaim the amount of the selling concession from
the Underwriters and selling group members who sold those Notes as part of the
offering.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.
Neither the Company nor any of the Underwriters 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 any of the Underwriters makes any representation that the
Underwriters will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.
S-6
<PAGE>
MLPF&S may use this Prospectus Supplement and the accompanying Prospectus for
offers and sales related to market-making transactions in the Notes. MLPF&S may
act as principal or agent in these transactions, and the sales will be made at
prices related to prevailing market prices at the time of sale.
VALIDITY OF NOTES
The validity of the Notes will be passed upon for the Company by Brown & Wood
LLP, New York, New York and for the Underwriters by Sullivan & Cromwell, New
York, New York.
S-7
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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 PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS 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
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND 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 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
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Ratio of Earnings to Fixed Charges......................................... S-3
Recent Developments........................................................ S-3
Description of Notes....................................................... S-3
Underwriting............................................................... S-6
Validity of Notes.......................................................... S-7
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Merrill Lynch & Co., Inc. ................................................. 3
Use of Proceeds............................................................ 3
Description of Debt Securities............................................. 4
Description of Debt Warrants............................................... 8
Description of Currency Warrants........................................... 9
Description of Index Warrants.............................................. 10
Plan of Distribution....................................................... 14
Experts.................................................................... 15
</TABLE>
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[LOGO]
$250,000,000
MERRILL LYNCH & CO., INC.
6.56% NOTES DUE
DECEMBER 16, 2007
----------------
PROSPECTUS SUPPLEMENT
----------------
MERRILL LYNCH & CO.
NATIONSBANC MONTGOMERY SECURITIES, INC.
ABN AMRO CHICAGO CORPORATION
SBC WARBURG DILLON READ INC.
DECEMBER 11, 1997
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