<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 333-59997
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 30, 1998) [LOGO] MERRILL LYNCH
PROTECTED GROWTH/SM/ INVESTING
"Pursuit of Growth, Protection of Principal"
7,000,000 UNITS
MERRILL LYNCH & CO., INC.
NIKKEI 225 MARKET INDEX TARGET-TERM SECURITIES(R)
DUE SEPTEMBER 21, 2005
"MITTS(R) SECURITIES"
($10 PRINCIPAL AMOUNT PER UNIT)
----------------
GENERAL: . 100% principal protection at maturity
. No payments prior to the stated maturity date
. Senior unsecured debt securities of Merrill Lynch & Co.,
Inc. ("we" or the "Company")
. The MITTS Securities have been approved for listing on
the American Stock Exchange (the "AMEX") under the symbol
"MLN".
PAYMENT AT Principal Amount + Supplemental Redemption Amount
MATURITY:
The Supplemental Redemption Amount will be based on the
percentage increase, if any, in the Nikkei 225 Index. The
Supplemental Redemption Amount may be ZERO, but will not be
less than zero.
BEFORE YOU DECIDE TO INVEST IN THE MITTS(R) SECURITIES, CAREFULLY READ
THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS, INCLUDING THE RISK FACTORS BEGINNING
ON PAGE S-8.
----------------
<TABLE>
<CAPTION>
PROCEEDS,
BEFORE
PUBLIC UNDERWRITING EXPENSES, TO
OFFERING PRICE(1) DISCOUNT(1) COMPANY
----------------- ------------ ------------
<S> <C> <C> <C>
Per Unit......................... $10.00 $.30 $9.70
Total............................ $70,000,000 $2,100,000 $67,900,000
</TABLE>
(1) The Public Offering Price and Underwriting Discount for any single
transaction to purchase (a) between 500,000 Units and 999,999
Units will be $9.90 per Unit and $.20 per Unit, respectively and
(b) 1,000,000 Units or more will be $9.80 per Unit and $.10 per
Unit, respectively.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
We expect that the MITTS Securities will be ready for delivery in book-
entry form only through The Depository Trust Company on or about December 28,
1998.
----------------
MERRILL LYNCH & CO.
----------------
The date of this prospectus supplement is December 21, 1998.
"MITTS" and "Market Index Target-Term Securities" are registered service marks
owned by Merrill Lynch & Co., Inc.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
PAGE
----
SUMMARY INFORMATION--Q&A.................................................. S-4
What are the MITTS Securities? ......................................... S-4
What will I receive at the stated maturity date of the MITTS
Securities?............................................................ S-4
Who publishes the Index and what does the Index measure?................ S-5
How has the Index performed historically?............................... S-5
What about taxes?....................................................... S-5
Will the MITTS Securities be listed on a stock exchange?................ S-6
What is the role of our subsidiary, MLPF&S?............................. S-6
Can you tell me more about the Company?................................. S-6
Are there any risks associated with my investment?...................... S-6
WHERE YOU CAN FIND MORE INFORMATION....................................... S-7
RATIO OF EARNINGS TO FIXED CHARGES........................................ S-7
RISK FACTORS.............................................................. S-8
The Supplemental Redemption Amount...................................... S-8
Your yield may be lower than the yield on a standard debt security of
comparable maturity.................................................... S-8
Your return will not reflect the return of owning the stocks underlying
the Index.............................................................. S-8
Currency exchange rate.................................................. S-8
Uncertain trading market................................................ S-8
Factors affecting trading value of the MITTS Securities................. S-8
State law limits on interest paid....................................... S-10
The Japanese securities markets......................................... S-10
Purchases and sales by Merrill Lynch.................................... S-10
Potential conflicts..................................................... S-11
DESCRIPTION OF THE MITTS SECURITIES....................................... S-11
General................................................................. S-11
Payment at Maturity..................................................... S-11
Hypothetical Returns.................................................... S-13
Adjustments to the Index; Market Disruption Events...................... S-13
Discontinuance of the Index............................................. S-14
Events of Default and Acceleration...................................... S-15
Depositary.............................................................. S-15
Same-Day Settlement and Payment......................................... S-18
THE INDEX................................................................. S-18
General................................................................. S-18
The Tokyo Stock Exchange................................................ S-19
Historical Data on the Index............................................ S-20
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS................... S-22
General................................................................. S-22
U.S. Holders............................................................ S-23
Non-U.S. Holders........................................................ S-25
Backup Withholding ..................................................... S-25
New Withholding Regulations............................................. S-25
USE OF PROCEEDS........................................................... S-26
UNDERWRITING.............................................................. S-26
VALIDITY OF THE MITTS SECURITIES.......................................... S-26
INDEX OF DEFINED TERMS.................................................... S-27
</TABLE>
S-2
<PAGE>
PROSPECTUS
<TABLE>
<S> <C>
PAGE
----
AVAILABLE INFORMATION.................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.......................... 2
MERRILL LYNCH & CO., INC................................................. 3
USE OF PROCEEDS.......................................................... 3
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS............................. 4
DESCRIPTION OF DEBT SECURITIES........................................... 4
DESCRIPTION OF DEBT WARRANTS............................................. 9
DESCRIPTION OF CURRENCY WARRANTS......................................... 11
DESCRIPTION OF INDEX WARRANTS............................................ 12
DESCRIPTION OF PREFERRED STOCK........................................... 17
DESCRIPTION OF DEPOSITARY SHARES......................................... 21
DESCRIPTION OF PREFERRED STOCK WARRANTS.................................. 25
DESCRIPTION OF COMMON STOCK.............................................. 27
DESCRIPTION OF COMMON STOCK WARRANTS..................................... 30
PLAN OF DISTRIBUTION..................................................... 32
EXPERTS.................................................................. 33
</TABLE>
----------------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not, and the underwriter has not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriter is not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus
supplement and the accompanying prospectus is accurate as of the date on the
front cover of this prospectus supplement only. Our business, financial
condition, results of operations and prospects may have changed since that
date.
S-3
<PAGE>
SUMMARY INFORMATION--Q&A
This summary includes questions and answers that highlight selected
information from the Prospectus and Prospectus Supplement to help you
understand the Nikkei 225 Market Index Target-Term Securities(R) due September
21, 2005 (the "MITTS Securities"). You should carefully read the Prospectus
and Prospectus Supplement to fully understand the terms of the MITTS
Securities, the Nikkei Stock Average (the "Nikkei 225 Index" or the "Index"),
and the tax and other considerations that are important to you in making a
decision about whether to invest in the MITTS Securities. You should carefully
review the "Risk Factors" section, which highlights certain risks associated
with an investment in the MITTS Securities, to determine whether an investment
in the MITTS Securities is appropriate for you.
WHAT ARE THE MITTS SECURITIES?
The MITTS Securities are a series of senior debt securities issued by the
Company and are not secured by collateral. The MITTS Securities will rank
equally with all other unsecured and unsubordinated debt of the Company. The
MITTS Securities will mature on September 21, 2005 and do not provide for
earlier redemption. We will make no payments on the MITTS Securities until
maturity.
Each "Unit" of MITTS Securities represents $10 principal amount of MITTS
Securities. You may transfer the MITTS Securities only in whole Units. You
will not have the right to receive physical certificates evidencing your
ownership except under limited circumstances. Instead, we will issue the MITTS
Securities in the form of a global certificate, which will be held by The
Depository Trust Company ("DTC"), or its nominee. Direct and indirect
participants in DTC will record beneficial ownership of the MITTS Securities
by individual investors. You should refer to the section "Description of the
MITTS Securities--Depositary" in this Prospectus Supplement.
WHAT WILL I RECEIVE AT THE STATED MATURITY DATE OF THE MITTS SECURITIES?
We have designed the MITTS Securities for investors who want to protect
their investment by receiving at least the principal amount of their
investment at maturity and who also want to participate in possible increases
in the Index. At the stated maturity date, you will receive a payment on the
MITTS Securities equal to the sum of two amounts: the "Principal Amount" and
the "Supplemental Redemption Amount".
"Principal Amount"
The Principal Amount per Unit is $10.
"Supplemental Redemption Amount"
The Supplemental Redemption Amount per Unit will equal:
(Ending Value - Starting Value)
$10 X -----------------------------
( Starting Value )
but will not be less than zero.
"ENDING VALUE" means the average of the values of the Index at the close
of the market on five business days before the maturity of the MITTS
Securities. We may calculate the Ending Value by reference to fewer than five
or even by reference to a single day's closing value if, during the period
prior to the stated maturity date of the MITTS Securities, there is a
disruption in the trading of the component stocks comprising the Index or
certain futures or options relating to the Index.
"STARTING VALUE" equals 14,152.95, the closing value of the Index on
December 21, 1998 (the "Pricing Date").
For more specific information about the Supplemental Redemption Amount,
please see the section "Description of the MITTS Securities" in this
Prospectus Supplement.
We will pay you a Supplemental Redemption Amount only if the Ending Value
is greater than the Starting Value. IF THE ENDING VALUE IS LESS THAN, OR EQUAL
TO, THE STARTING VALUE, THE SUPPLEMENTAL REDEMPTION AMOUNT WILL BE ZERO. We
will pay you the Principal Amount of the MITTS Securities regardless of
whether any Supplemental Redemption Amount is payable.
S-4
<PAGE>
"Examples"
Here are two examples of Supplemental Redemption Amount calculations:
EXAMPLE 1--The Index is below the Starting Value at maturity:
Starting Value: 14,152.95
Hypothetical Ending Value: 8,491.77
<TABLE>
<S> <C> <C>
(Supplemental
(8,491.77 - 14,152.95) Redemption
Supplemental Redemption Amount (per Unit) = $10 X -------------------- = $0.00 Amount cannot
( 14,152.95 ) be less than
zero)
</TABLE>
TOTAL PAYMENT AT MATURITY (PER UNIT) = $10 + $0 = $10
EXAMPLE 2--The Index is above the Starting Value at maturity:
Starting Value: 14,152.95
Hypothetical Ending Value: 19,814.13
<TABLE>
<S> <C> <C>
(19,814.13 - 14,152.95)
Supplemental Redemption Amount (per Unit) = $10 X ---------------------- = $4.00
( 14,152.95 )
</TABLE>
TOTAL PAYMENT AT MATURITY (PER UNIT) = $10 + $4.00 = $14.00
WHO PUBLISHES THE INDEX AND WHAT DOES THE INDEX MEASURE?
The Nikkei 225 Index is a stock index published by Nihon Keizai Shimbun,
Inc. ("NKS") that measures the composite price performance of selected Japanese
stocks. The Nikkei 225 Index is currently based on 225 common stocks traded on
the Tokyo Stock Exchange (the "TSE") and represents a broad cross section of
Japanese industry. All 225 underlying stocks (the "Underlying Stocks") are
stocks listed in the First Section of the TSE and are, therefore, among the
most actively traded stocks on the TSE. The Nikkei 225 Index is a modified,
price-weighted index, which means an underlying stock's weight in the index is
based on its price per share rather than the total market capitalization of the
issuer.
Please note that an investment in the MITTS Securities does not entitle
you to any ownership interest in the stocks of the companies included in the
Index.
HOW HAS THE INDEX PERFORMED HISTORICALLY?
Tables showing the closing values of the Index on the last business day
of each year from 1967 to 1997 and the last business day of each month from
January 1992 to November 1998 are provided in the section headed "The Index--
Historical Data on the Index" in this Prospectus Supplement. We have provided
this historical information to help you evaluate the behavior of the Index in
various economic environments; however, past performance of the Index is not
necessarily indicative of how the Index will perform in the future.
WHAT ABOUT TAXES?
Each year, you will be required to pay taxes on ordinary income from the
MITTS Securities over their term based upon an estimated yield for the MITTS
Securities, even though you will not receive any payments from us until
maturity. We have determined this estimated yield, in accordance with
regulations issued by the Treasury Department, solely in order for you to
figure the amount of taxes
S-5
<PAGE>
that you will owe each year as a result of owning a MITTS Security. This
estimated yield is neither a prediction nor a guarantee of what the actual
Supplemental Redemption Amount will be, or that the actual Supplemental
Redemption Amount will even exceed zero. We have determined that this estimated
yield will equal 6.01% per annum (compounded semiannually).
Based upon this estimated yield, if you pay your taxes on a calendar year
basis and if you buy a MITTS Security for $10 and hold the MITTS Security until
maturity, you will be required to pay taxes on the following amounts of
ordinary income from the MITTS Securities each year: $0.0065 in 1998, $0.6078
in 1999, $0.6485 in 2000, $0.6870 in 2001, $0.7290 in 2002, $0.7723 in 2003,
$0.8218 in 2004 and $0.6209 in 2005. However, in 2005, the amount of ordinary
income that you will be required to pay taxes on from owning such MITTS
Security may be greater or less than $0.6209, depending upon the Supplemental
Redemption Amount, if any, you receive. Also, if the Supplemental Redemption
Amount is less than $4.8938, you may have a loss which you could deduct against
other income you may have in 2005, but under current tax regulations, you would
neither be required nor allowed to amend your tax returns for prior years. For
further information, see "Certain United States Federal Income Tax
Considerations" in this Prospectus Supplement.
WILL THE MITTS SECURITIES BE LISTED ON A STOCK EXCHANGE?
The MITTS Securities have been approved for listing on the AMEX under the
symbol "MLN". You should be aware that the listing of the MITTS Securities on
the AMEX will not necessarily ensure that a liquid trading market will be
available for the MITTS Securities. You should review "Risk Factors--Uncertain
trading market".
WHAT IS THE ROLE OF OUR SUBSIDIARY, MLPF&S?
Our subsidiary, Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), is the underwriter for the offering and sale of the MITTS
Securities. After the initial offering, MLPF&S intends to buy and sell MITTS
Securities to create a secondary market for holders of the MITTS Securities,
and may stabilize or maintain the market price of the MITTS Securities during
the initial distribution of the MITTS Securities. However, MLPF&S will not be
obligated to engage in any of these market activities or continue them once it
has started.
MLPF&S will also be our agent (the "Calculation Agent") for purposes of
calculating the Ending Value and the Supplemental Redemption Amount. Under
certain circumstances, these duties could result in a conflict of interest
between MLPF&S's status as a subsidiary of the Company and its responsibilities
as Calculation Agent.
CAN YOU TELL ME MORE ABOUT THE COMPANY?
Merrill Lynch & Co., Inc. is a holding company with various subsidiary
and affiliated companies that provide investment, financing, insurance and
related services on a global basis. For information about the Company see the
section "Merrill Lynch & Co., Inc." in the Prospectus. You should also read the
other documents the Company has filed with the Securities and Exchange
Commission ("SEC"), which you can find by referring to the section "Where You
Can Find More Information" in this Prospectus Supplement.
ARE THERE ANY RISKS ASSOCIATED WITH MY INVESTMENT?
Yes, the MITTS Securities are subject to certain risks. Please refer to
the section "Risk Factors" in this Prospectus Supplement.
S-6
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC. Our
SEC filings are also available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file by visiting
the SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. You may also inspect our SEC
reports and other information at the New York Stock Exchange, Inc. ("NYSE"), 20
Broad Street, New York, New York 10005.
We will send you copies of our SEC filings, excluding exhibits, at no
cost upon request. Please address your request to Lawrence M. Egan, Jr.,
Corporate Secretary's Office, Merrill Lynch & Co., Inc., 100 Church Street,
12th Floor, New York, New York 10080-6512; telephone number (212) 602-8439.
RATIO OF EARNINGS TO FIXED CHARGES
In 1998, the Company acquired the outstanding shares of Midland Walwyn
Inc. ("Midland"), in a transaction accounted for as a pooling-of-interests. The
following information has been restated, except as noted in note (a) below, as
if the Company and Midland had always been combined.
The following table sets forth the historical ratios of earnings to fixed
charges of the Company for the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED LAST FRIDAY IN DECEMBER ENDED
-------------------------------------------- SEPTEMBER 25,
1993(A) 1994 1995 1996 1997 1998
--------- ------- ------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges.......... 1.4 1.2 1.2 1.2 1.2 1.1
</TABLE>
(a) 1993 information has not been restated for the Midland merger. The effect
of combining Midland on this ratio would not be material.
For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consist of earnings from continuing operations before income taxes
and fixed charges. "Fixed charges" consist 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.
S-7
<PAGE>
RISK FACTORS
Your investment in the MITTS Securities will involve certain risks. For
example, there is the risk that you might not earn a return on your investment,
and the risk that you will be unable to sell your MITTS Securities prior to the
stated maturity date. You should carefully consider the following discussion of
risks before deciding whether an investment in the MITTS Securities is suitable
for you.
THE SUPPLEMENTAL REDEMPTION AMOUNT
You should be aware that if the Ending Value does not exceed the Starting
Value at the stated maturity, the Supplemental Redemption Amount will be "zero."
This will be true even if the value of the Index was higher than the Starting
Value at some time during the life of the MITTS Securities but later falls
below the Starting Value. If the Supplemental Redemption Amount is zero, we
will pay you only the Principal Amount of your MITTS Securities.
YOUR YIELD MAY BE LOWER THAN THE YIELD ON A STANDARD DEBT SECURITY OF
COMPARABLE MATURITY
The amount we pay you at maturity may be less than the return you could
earn on other investments. Your yield may be less than the yield you would earn
if you bought a standard senior non-callable debt security of the Company with
the same maturity date. Your investment may not reflect the full opportunity
cost to you when you take into account factors that affect the time value of
money.
YOUR RETURN WILL NOT REFLECT THE RETURN OF OWNING THE STOCKS UNDERLYING THE
INDEX
Your return will not reflect the return you would realize if you actually
owned the stocks underlying the Index and received the dividends paid on those
stocks because NKS calculates the Index by reference to the prices of the
common stocks comprising the Index without taking into consideration the value
of dividends paid on those stocks.
CURRENCY EXCHANGE RATE
Although the stocks comprising the Index are traded in Japanese yen and
the MITTS Securities are denominated in U.S. dollars, we will not adjust the
Supplemental Redemption Amount for the currency exchange rate in effect at the
maturity of the MITTS Securities. The Supplemental Redemption Amount is based
solely upon the percentage increase in the Index. Changes in the exchange rate,
however, may reflect changes in the Japanese economy which may affect the value
of the Index and the MITTS Securities.
UNCERTAIN TRADING MARKET
The MITTS Securities have been approved for listing on the AMEX under the
symbol "MLN". While there have been a number of issuances of Market Index
Target-Term Securities, trading volumes have varied historically from one
transaction to another and it is therefore impossible to predict how the MITTS
Securities will trade. You cannot assume that a trading market will develop for
the MITTS Securities. If such a trading market does develop, there can be no
assurance that there will be liquidity in the trading market. The development
of a trading market for the MITTS Securities will depend on the financial
performance of the Company, and other factors such as the appreciation, if any,
of the value of the Index.
If the trading market for the MITTS Securities is limited, there may be a
limited number of buyers if you do not wish to hold your investment until
maturity. This may affect the price you receive.
FACTORS AFFECTING TRADING VALUE OF THE MITTS SECURITIES
We believe that the market value of the MITTS Securities will be affected
by the value of the Index and by a number of other factors. Some of these
factors are interrelated in complex ways; as a result, the effect
S-8
<PAGE>
of any one factor may be offset or magnified by the effect of another factor.
The following paragraphs describe the expected impact on the market value of
the MITTS Securities given a change in a specific factor, assuming all other
conditions remain constant.
.INDEX VALUE. We expect that the market value of the MITTS Securities will
depend substantially on the amount by which the Index exceeds or does not
exceed the Starting Value. If you choose to sell your MITTS Securities
when the value of the Index exceeds the Starting Value, you may receive
substantially less than the amount that would be payable at maturity
based on such value because of the expectation that the Index will
continue to fluctuate until the Ending Value is determined. If you choose
to sell your MITTS Securities when the value of the Index is below, or
not sufficiently above, the Starting Value, you may receive less than the
$10 Principal Amount per Unit of MITTS Securities. In general, rising
Japanese dividend rates (i.e., dividends per share) may increase the
value of the Index while falling Japanese dividend rates may decrease the
value of the Index. Political, economic and other developments that
affect the stocks underlying the Index may also affect the value of the
Index and the value of the MITTS Securities.
.INTEREST RATES. Because the MITTS Securities repay, at a minimum, the
Principal Amount at maturity, we expect that the trading value of the
MITTS Securities will be affected by changes in interest rates. In
general, if U.S. interest rates increase, we expect that the trading
value of the MITTS Securities will decrease and, conversely, if U.S.
interest rates decrease, we expect the trading value of the MITTS
Securities will increase. In general, if interest rates in Japan
increase, we expect that the trading value of the MITTS Securities will
increase and, conversely, if interest rates in Japan decrease, we expect
the trading value of the MITTS Securities will decrease. However,
interest rates in Japan may also affect the Japanese economy and, in
turn, the value of the Index. Rising interest rates in Japan may lower
the value of the Index and, as a result, may decrease the value of the
MITTS Securities. Falling interest rates in Japan may increase the value
of the Index and, as a result, may increase the value of the MITTS
Securities.
.VOLATILITY OF THE JAPANESE YEN/U.S. DOLLAR EXCHANGE RATE. The Japanese
yen/U.S. dollar rate is a foreign exchange spot rate that measures the
relative values of two currencies, the Japanese yen and the U.S. dollar
(the "JPY/USD Rate"). The JPY/USD Rate increases when the U.S. dollar
appreciates relative to the Japanese yen. The JPY/USD Rate is expressed
as a rate that reflects the amount of Japanese yen that can be purchased
for one U.S. dollar. Volatility is the term used to describe the size and
frequency of market fluctuations. In general, if the volatility of the
JPY/USD Rate increases, we expect that the trading value of the MITTS
Securities will increase and, conversely, if the volatility of the
JPY/USD Rate decreases, we expect that the trading value of the MITTS
Securities will decrease.
.CORRELATION BETWEEN THE JPY/USD RATE AND THE INDEX. Correlation is the
term used to describe the relationship between the percentage changes in
the JPY/USD Rate and the percentage changes in the Index. In general, if
the correlation between the JPY/USD Rate and the Index increases, we
expect that the trading value of the MITTS Securities will increase and,
conversely, if the correlation between the JPY/USD Rate and the Index
decreases, we expect that the trading value of the MITTS Securities will
decrease.
.VOLATILITY OF THE INDEX. Generally, if the volatility of the Index
increases, we expect that the trading value of the MITTS Securities will
increase and, conversely, if the volatility of the Index decreases, we
expect that the trading value of the MITTS Securities will decrease.
.TIME REMAINING TO MATURITY. We anticipate that prior to their stated
maturity, the MITTS Securities may trade at a value above that which
would be expected based on the level of interest rates and the Index.
This difference would reflect a "time premium" due to expectations
concerning the value of the Index during the period prior to the stated
maturity of the MITTS Securities. However, as the time remaining to the
stated maturity of the MITTS Securities decreases, we expect that this
time premium will decrease, lowering the trading value of the MITTS
Securities.
S-9
<PAGE>
.DIVIDEND YIELDS. Generally, if dividend yields on the stocks comprising
the Index increase, we expect that the value of the MITTS Securities will
decrease and, conversely, if dividend yields on the stock comprising the
Index decrease, we expect that the value of the MITTS Securities will
increase.
.COMPANY CREDIT RATINGS. Real or anticipated changes in the Company's
credit ratings may affect the market value of the MITTS Securities.
It is important for you to understand that the impact of one of the
factors specified above, such as an increase in interest rates, may offset some
or all of any increase in the trading value of the MITTS Securities
attributable to another factor, such as an increase in the Index value.
In general, assuming all relevant factors are held constant, we expect
that the effect on the trading value of the MITTS Securities of a given change
in most of the factors listed above will be less if it occurs later in the term
of the MITTS Securities than if it occurs earlier in the term of the MITTS
Securities, except that we expect that the effect on the trading value of the
MITTS Securities of a given increase or decrease in the value of the Index will
be greater if it occurs later in the term of the MITTS Securities than if it
occurs earlier in the term of the MITTS Securities.
STATE LAW LIMITS ON INTEREST PAID
New York State law governs the 1983 Indenture, as defined herein. New
York has certain usury laws that limit the amount of interest that can be
charged and paid on loans, which includes debt securities like the MITTS
Securities. Under present New York law, the maximum rate of interest is 25% per
annum on a simple interest basis. This limit may not apply to debt securities
in which $2,500,000 or more has been invested.
While we believe that New York law would be given effect by a state or
Federal court sitting outside of New York, many other states also have laws
that regulate the amount of interest that may be charged to and paid by a
borrower. We will promise, for the benefit of the holders of the MITTS
Securities, to the extent permitted by law, not to voluntarily claim the
benefits of any laws concerning usurious rates of interest.
THE JAPANESE SECURITIES MARKETS
The underlying stocks that constitute the Index have been issued by
Japanese companies. You should be aware that investments in securities indexed
to the value of Japanese equity securities involve certain risks. The Japanese
securities markets may be more volatile than U.S. or other securities markets
and may be affected by market developments in different ways than U.S. or other
securities markets. Direct or indirect government intervention to stabilize the
Japanese securities markets and cross-shareholdings in Japanese companies on
such markets may affect prices and volume of trading on those markets. Also,
there is generally less publicly available information about Japanese companies
than about those U.S. companies that are subject to the reporting requirements
of the U.S. Securities and Exchange Commission, and Japanese companies are
subject to accounting, auditing and financial reporting standards and
requirements that differ from those applicable to U.S. reporting companies.
Securities prices in Japan are subject to political, economic, financial
and social factors that apply in Japan. These factors (including the
possibility that recent or future changes in the Japanese government's economic
and fiscal policies, the possible imposition of, or changes in, currency
exchange laws or other Japanese laws or restrictions applicable to Japanese
companies or investments in Japanese equity securities and the possibility of
fluctuations in the rate of exchange between currencies) could negatively
affect the Japanese securities markets. Moreover, the Japanese economy may
differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross national product, rate of inflation, capital reinvestment,
resources and self-sufficiency.
PURCHASES AND SALES BY MERRILL LYNCH
The Company, MLPF&S and other affiliates of the Company may from time to
time buy or sell the stocks underlying the Index for their own accounts, for
business reasons or in connection with hedging the
S-10
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Company's obligations under the MITTS Securities. These transactions could
affect the price of such stocks and the value of the Index in a manner that
would be adverse to investors in the MITTS Securities.
POTENTIAL CONFLICTS
The Calculation Agent is a subsidiary of the Company, the issuer of the
MITTS Securities. Under certain circumstances, MLPF&S's role as a subsidiary of
the Company and its responsibilities as Calculation Agent for the MITTS
Securities could give rise to conflicts of interests. Such conflicts could
occur, for instance, in connection with the Calculation Agent's determination
as to whether a Market Disruption Event has occurred, or in connection with
judgments that the Calculation Agent would be required to make in the event of
a discontinuance of the Index. See "Description of the MITTS Securities--
Adjustments to the Index; Market Disruption Events" and "--Discontinuance of
the Index" in this Prospectus Supplement. MLPF&S is required to carry out its
duties as Calculation Agent in good faith and using its reasonable judgment.
However, you should be aware that because the Calculation Agent is controlled
by the Company, potential conflicts of interest could arise.
The Company has entered into an arrangement with a subsidiary of the
Company to hedge the market risks associated with the Company's obligation to
pay the Supplemental Redemption Amount. Such subsidiary expects to make a
profit in connection with such arrangement. The Company did not seek
competitive bids for such an arrangement from unaffiliated parties.
DESCRIPTION OF THE MITTS SECURITIES
GENERAL
The Nikkei 225 Market Index Target-Term Securities(R) due September 21,
2005, which are referred to herein as the "MITTS Securities" are to be issued
as a series of Senior Debt Securities under the Senior Indenture, referred to
as the "1983 Indenture", which is more fully described in the accompanying
Prospectus. The MITTS Securities will mature on September 21, 2005.
While at maturity a beneficial owner of a MITTS Security will receive the
Principal Amount of such MITTS Security plus the Supplemental Redemption
Amount, if any, there will be no other payment of interest, periodic or
otherwise. See "Payment at Maturity" below.
The MITTS Securities are not subject to redemption by the Company or at
the option of any beneficial owner prior to maturity. Upon the occurrence of an
Event of Default with respect to the MITTS Securities, beneficial owners of the
MITTS Securities may accelerate the maturity of the MITTS Securities, as
described under "Description of the MITTS Securities--Events of Default and
Acceleration" in this Prospectus Supplement and "Description of Debt
Securities--General" and "--Events of Default" in the accompanying Prospectus.
The MITTS Securities are to be issued in denominations of whole Units.
PAYMENT AT MATURITY
"General"
At the stated maturity date, a beneficial owner of a MITTS Security will
be entitled to receive the Principal Amount thereof plus the Supplemental
Redemption Amount, if any, all as provided below. If the Ending Value does not
exceed the Starting Value, a beneficial owner of a MITTS Security will be
entitled to receive only the Principal Amount thereof.
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"Determination of the Supplemental Redemption Amount"
The Supplemental Redemption Amount for a MITTS Security will be
determined by the Calculation Agent and will equal:
<TABLE>
<S> <C>
(Ending Value - Starting Value)
Principal Amount of such MITTS Security ($10 per Unit) X -----------------------------
( Starting Value )
</TABLE>
"provided," "however," that in no event will the Supplemental Redemption
Amount be less than zero.
The Starting Value equals 14,152.95.
The Ending Value will be determined by the Calculation Agent and will
equal the average (arithmetic mean) of the closing values of the Index
determined on each of the first five Calculation Days during the Calculation
Period. If there are fewer than five Calculation Days, then the Ending Value
will equal the average (arithmetic mean) of the closing values of the Index on
such Calculation Days, and if there is only one Calculation Day, then the
Ending Value will equal the closing value of the Index on such Calculation
Day. If no Calculation Days occur during the Calculation Period, then the
Ending Value will equal the closing value of the Index determined on the last
scheduled Index Business Day in the Calculation Period, regardless of the
occurrence of a Market Disruption Event on such day.
The "Calculation Period" means the period from and including the seventh
scheduled Index Business Day prior to the maturity date to and including the
second scheduled Index Business Day prior to the maturity date.
"Calculation Day" means any Index Business Day during the Calculation
Period on which a Market Disruption Event has not occurred.
For purposes of determining the Ending Value, an "Index Business Day" is
a day on which the NYSE and the AMEX are open for trading and the Index or any
Successor Index, as defined below, is calculated and published. All
determinations made by the Calculation Agent shall be at the sole discretion
of the Calculation Agent and, absent a determination by the Calculation Agent
of a manifest error, shall be conclusive for all purposes and binding on the
Company and beneficial owners of the MITTS Securities.
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HYPOTHETICAL RETURNS
The following table illustrates, for a range of hypothetical Ending
Values, (i) the percentage change from the Starting Value to the Ending Value;
(ii) the total amount payable per Unit of MITTS Securities; (iii) the total
rate of return on the MITTS Securities; (iv) the pretax annualized rate of
return on the MITTS Securities; and (v) the pretax annualized rate of return of
the stocks underlying the Index (which includes an assumed aggregate dividend
yield of 1.04% per annum, as more fully described below).
<TABLE>
<CAPTION>
ENDING TOTAL AMOUNT PRETAX ANNUALIZED PRETAX ANNUALIZED
VALUE PERCENTAGE PAYABLE AT MATURITY TOTAL RATE OF RATE OF RATE OF RETURN OF
HYPOTHETICAL ENDING CHANGE OVER THE PER UNIT OF RETURN ON THE RETURN ON THE STOCKS UNDERLYING
VALUE STARTING VALUE MITTS SECURITIES MITTS SECURITIES MITTS SECURITIES(1) THE INDEX(1)(2)
- ------------------- ---------------- ------------------- ---------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C>
7,076.48 -50.00% $10.00 0.00% 0.00% -9.00%
8,491.77 -40.00% $10.00 0.00% 0.00% -6.41%
9,907.07 -30.00% $10.00 0.00% 0.00% -4.20%
11,322.36 -20.00% $10.00 0.00% 0.00% -2.25%
12,737.66 -10.00% $10.00 0.00% 0.00% -0.52%
14,152.95(3) 0.00% $10.00 0.00% 0.00% 1.04%
15,568.25 10.00% $11.00 10.00% 1.42% 2.47%
16,983.54 20.00% $12.00 20.00% 2.72% 3.79%
18,398.84 30.00% $13.00 30.00% 3.93% 5.00%
19,814.13 40.00% $14.00 40.00% 5.06% 6.14%
21,229.43 50.00% $15.00 50.00% 6.11% 7.20%
22,644.72 60.00% $16.00 60.00% 7.10% 8.20%
24,060.02 70.00% $17.00 70.00% 8.03% 9.15%
25,475.31 80.00% $18.00 80.00% 8.92% 10.04%
26,890.61 90.00% $19.00 90.00% 9.76% 10.89%
28,305.90 100.00% $20.00 100.00% 10.56% 11.70%
29,721.20 110.00% $21.00 110.00% 11.32% 12.48%
31,136.49 120.00% $22.00 120.00% 12.05% 13.22%
32,551.79 130.00% $23.00 130.00% 12.75% 13.93%
33,967.08 140.00% $24.00 140.00% 13.43% 14.61%
35,382.38 150.00% $25.00 150.00% 14.07% 15.27%
</TABLE>
- --------
(1) The annualized rates of return specified in the preceding table are
calculated on a semiannual bond equivalent basis.
(2) This rate of return assumes (i) a constant dividend yield of 1.04% per
annum, paid quarterly from the date of initial delivery of MITTS
Securities, applied to the value of the Index at the end of each such
quarter assuming such value increases or decreases linearly from the
Starting Value to the hypothetical Ending Value; (ii) no transaction fees
or expenses; (iii) the term of the MITTS Securities is from December 28,
1998 to September 21, 2005; and (iv) a final Index value equal to the
hypothetical Ending Value.
(3) The Starting Value of the Index.
The figures on the previous page are for purposes of illustration only.
The actual investment term, Supplemental Redemption Amount received by
investors, and the total and pretax annualized rate of return resulting
therefrom will depend entirely on the Starting Value and the actual Ending
Value determined by the Calculation Agent as provided herein. Historical data
regarding the Index is included in this Prospectus Supplement under "The
Index--Historical Data on the Index".
ADJUSTMENTS TO THE INDEX; MARKET DISRUPTION EVENTS
If at any time the method of calculating the Index, or the value thereof,
is changed in any material respect, or if the Index is in any other way
modified so that such Index does not, in the opinion of the Calculation Agent,
fairly represent the value of the Index had such changes or modifications not
been made, then, from and after such time, the Calculation Agent shall, at the
close of business in New York, New York,
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on each date that the closing value with respect to the Ending Value is to be
calculated, make such adjustments as, in the good faith judgment of the
Calculation Agent, may be necessary in order to arrive at a calculation of a
value of a stock index comparable to the Index as if such changes or
modifications had not been made, and calculate such closing value with
reference to the Index, as adjusted. Accordingly, if the method of calculating
the Index is modified so that the value of such Index is a fraction or a
multiple of what it would have been if it had not been modified (e.g., due to a
split in the Index), then the Calculation Agent shall adjust such Index in
order to arrive at a value of the Index as if it had not been modified (e.g.,
as if such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
(a) a suspension, material limitation or absence of trading on the TSE
of 20% or more of the Underlying Stocks which then comprise the
Index or a Successor Index during the one-half hour period preceding
the close of trading on the applicable exchange; or
(b) the suspension or material limitation on the Singapore International
Monetary Exchange, Ltd. (the "SIMEX"), the Osaka Securities Exchange
(the "OSE") or any other major futures or securities market from
trading in futures or options contracts related to the Index or a
Successor Index during the one-half hour period preceding the close
of trading on the applicable exchange.
For the purposes of determining whether a Market Disruption Event has
occurred: (i) a limitation on the hours or number of days of trading will not
constitute a Market Disruption Event if it results from an announced change in
the regular business hours of the relevant exchange, (ii) a decision to
permanently discontinue trading in the relevant futures or options contract
will not constitute a Market Disruption Event, (iii) a suspension in trading in
a futures or options contract on the Index by a major securities market by
reason of (a) a price change violating limits set by such securities market,
(b) an imbalance of orders relating to such contracts or (c) a disparity in bid
and ask quotes relating to such contracts will constitute a suspension or
material limitation of trading in futures or options contracts related to the
Index, and (iv) an absence of trading on the TSE will not include any time when
the TSE is closed for trading under ordinary circumstances. Under certain
circumstances, the duties of MLPF&S as Calculation Agent in determining the
existence of Market Disruption Events could conflict with the interests of
MLPF&S as an affiliate of the Company.
Based on the information currently available to the Company, the opening
of trading on the OSE was delayed on January 17, 1995 because of the earthquake
in Kobe. If such delay had occurred during the one-half hour period preceding
the close of trading on the OSE, it would have constituted a Market Disruption
Event. In addition, because of movements in the price for futures contracts for
the Index, the OSE imposed price limits on such futures contracts on January
23, 1995 that were in effect during the one-half hour period preceding the
close of trading on the OSE and that would have constituted a Market Disruption
Event. On January 31 and February 1 of 1994, prices for futures contracts for
the Nikkei Stock Index 225 reached price limits imposed by the OSE, which would
have been a Market Disruption Event. Other than the foregoing events, to the
Company's knowledge no circumstances have arisen since the inception of the
Index that could have constituted a Market Disruption Event. The existence or
nonexistence of such circumstances, however, is not necessarily indicative of
the likelihood of such circumstances arising or not arising in the future.
DISCONTINUANCE OF THE INDEX
If NKS discontinues publication of the Index and NKS or another entity
publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to such Index (any such
index being referred to herein as a "Successor Index"), then, upon the
Calculation Agent's notification of such determination to the Trustee and the
Company, the Calculation Agent will substitute the Successor Index as
calculated by NKS or such other entity for the Index and calculate the Ending
Value as described above under "Payment at Maturity". Upon any selection by the
Calculation Agent of a Successor Index, the Company shall cause notice thereof
to be given to holders of the MITTS Securities.
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<PAGE>
If NKS discontinues publication of the Index and a Successor Index is not
selected by the Calculation Agent or is no longer published on any of the
Calculation Days, the value to be substituted for the Index for any such
Calculation Day used to calculate the Supplemental Redemption Amount at
maturity will be a value computed by the Calculation Agent for each Calculation
Day in accordance with the procedures last used to calculate the Index prior to
such discontinuance. If a Successor Index is selected or the Calculation Agent
calculates a value as a substitute for the Index as described below, such
Successor Index or value shall be substituted for the Index for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
If the Calculation Agent calculates a value as a substitute for the Index,
"Index Calculation Day" shall mean any day on which the Calculation Agent is
able to calculate such value.
If NKS discontinues publication of the Index prior to the period during
which the Supplemental Redemption Amount is to be determined and the
Calculation Agent determines that no Successor Index is available at such time,
then on each Business Day until the earlier to occur of (a) the determination
of the Ending Value and (b) a determination by the Calculation Agent that a
Successor Index is available, the Calculation Agent shall determine the value
that would be used in computing the Supplemental Redemption Amount as described
in the preceding paragraph as if such day were a Calculation Day. The
Calculation Agent will cause notice of each such value to be published not less
often than once each month in "The Wall Street Journal" (or another newspaper of
general circulation), and arrange for information with respect to such values
to be made available by telephone. Notwithstanding these alternative
arrangements, discontinuance of the publication of the Index may adversely
affect trading in the MITTS Securities.
EVENTS OF DEFAULT AND ACCELERATION
In case an Event of Default with respect to any MITTS Securities shall
have occurred and be continuing, the amount payable to a beneficial owner of a
MITTS Security upon any acceleration permitted by the MITTS Securities, with
respect to each $10 principal amount thereof, will be equal to the Principal
Amount and the Supplemental Redemption Amount, if any, calculated as though the
date of early repayment were the stated maturity date of the MITTS Securities.
See "Description of the MITTS Securities--Payment at Maturity" in this
Prospectus Supplement. If a bankruptcy proceeding is commenced in respect of
the Company, the claim of the beneficial owner of a MITTS Security may be
limited, under Section 502(b)(2) of Title 11 of the United States Code, to the
Principal Amount of the MITTS Security plus an additional amount of contingent
interest calculated as though the date of the commencement of the proceeding
were the maturity date of the MITTS Securities.
In case of default in payment of the MITTS Securities (whether at the
stated maturity or upon acceleration), from and after the maturity date the
MITTS Securities shall bear interest, payable upon demand of the beneficial
owners thereof, at the rate of 6.01% 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 MITTS Securities to
the date payment of such amount has been made or duly provided for.
DEPOSITARY
Upon issuance, all MITTS Securities will be represented by one or more
fully registered global securities (the "Global Securities"). Each such Global
Security will be deposited with, or on behalf of, The Depository Trust Company
("DTC"; DTC, together with any successor thereto, being a "Depositary"), as
Depositary, registered in the name of Cede & Co. (DTC's partnership nominee).
Unless and until it is exchanged in whole or in part for MITTS Securities in
definitive form, no Global Security may be transferred except as a whole by the
Depositary to a nominee of such Depositary or by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by such Depositary
or any such nominee to a successor of such Depositary or a nominee of such
successor.
So long as DTC, or its nominee, is a registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
owner or Holder of the MITTS Securities represented by such
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<PAGE>
Global Security for all purposes under the 1983 Indenture. Except as provided
below, the beneficial owners of the MITTS Securities represented by a Global
Security (the "Beneficial Owners") will not be entitled to have the MITTS
Securities represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of the MITTS Securities
in definitive form 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 Security 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 Security 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 Depositary is at any time unwilling or unable to continue as
Depositary and a successor depositary 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 Securities shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the MITTS Securities,
the Global Securities will be exchangeable for MITTS Securities in definitive
form of like tenor and of an equal aggregate principal amount, in denominations
of $ and integral multiples thereof. Such definitive MITTS Securities will be
registered in such name or names as the Depositary shall instruct the Trustee.
It is expected that such instructions may be based upon directions received by
the Depositary from Participants with respect to ownership of beneficial
interests in such Global Securities.
The following is based on information furnished by DTC:
DTC will act as securities depositary for the MITTS Securities. The MITTS
Securities will be issued as fully registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One or more fully registered Global
Securities will be issued for the MITTS Securities 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 SEC.
Purchases of MITTS Securities under DTC's system must be made by or
through Direct Participants, which will receive a credit for the MITTS
Securities on DTC's records. The ownership interest of each
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<PAGE>
Beneficial Owner is in turn to be recorded on the records of Direct
Participants and Indirect Participants. Beneficial Owners will 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 MITTS Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners.
To facilitate subsequent transfers, all MITTS Securities deposited with
DTC are registered in the name of DTC's partnership nominee, Cede & Co. The
deposit of MITTS Securities 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 MITTS Securities; DTC's records reflect only
the identity of the Direct Participants to whose accounts such MITTS Securities
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 MITTS
Securities. 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 MITTS Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Principal, premium, if any, and/or interest, if any, payments on the
MITTS Securities 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 Depositary'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, premium, if any,
and/or interest, if any, 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 has advised the Company that management of DTC is aware that some
computer applications, systems, and the like for processing data ("Systems")
that are dependent upon calendar dates, including dates before, on, and after
January 1, 2000, may encounter "Year 2000 problems". DTC has informed its
Direct and Indirect Participants and other members of the financial community
(the "Industry") that it has developed and is implementing a program so that
its Systems, as the same relate to the timely payment of distributions
(including principal and interest payments) to securityholders, book-entry
deliveries, and settlement of trades within DTC ("Depositary Services"),
continue to function appropriately. This program includes a technical
assessment and a remediation plan, each of which is complete. Additionally,
DTC's plan includes a testing phase, which is expected to be completed within
appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including, but not limited to, issuers and their agents, as
well as DTC's Direct Participants and Indirect Participants, third party
vendors from whom DTC licenses software and hardware, and third party vendors
on whom DTC relies for information or the provision of services, including
telecommunication and electrical utility service providers, among other. DTC
has informed the Industry that it is contacting (and will continue to contact)
third party vendors from whom DTC acquires services to: (i) impress upon them
the importance of
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<PAGE>
such services being Year 2000 compliant; and (ii) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, DTC is in the process of developing such contingency
plans as it deems appropriate.
According to DTC, the information in the preceding two paragraphs with
respect to DTC has been provided to the Industry for informational purposes
only and is not intended to serve as a representation, warranty, or contract
modification of any kind.
DTC may discontinue providing its services as securities depositary with
respect to the MITTS Securities at any time by giving reasonable notice to the
Company or the Trustee. Under such circumstances, in the event that a successor
securities depositary is not obtained, MITTS Security 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 depositary). In that event,
MITTS Security certificates will be printed and delivered.
The information in this section concerning DTC and DTC's system has been
obtained from sources that the Company believes to be reliable, but the Company
takes no responsibility for the accuracy thereof.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the MITTS Securities will be made by the Underwriter in
immediately available funds. All payments of principal and the Supplemental
Redemption Amount, if any, will be made by the Company in immediately available
funds so long as the MITTS Securities are maintained in book-entry form.
THE INDEX
All disclosure contained in this Prospectus Supplement regarding the
Index, including, without limitation, its make-up, method of calculation and
changes in its components, is derived from publicly available information
prepared by NKS.
GENERAL
Unless otherwise stated, all information herein relating to the Nikkei
225 Index has been derived from the Stock Market Indices Data Book published by
NKS and other publicly-available sources. Such information reflects the
policies of NKS as stated in such sources; such policies are subject to change
at the discretion of NKS.
The Nikkei 225 Index is a stock index calculated, published and
disseminated by NKS that measures the composite price performance of selected
Japanese stocks. The Nikkei 225 Index is currently based on 225 Underlying
Stocks trading on the TSE and represents a broad cross-section of Japanese
industry. All 225 Underlying Stocks are stocks listed in the First Section of
the TSE. Stocks listed in the First Section are among the most actively traded
stocks on the TSE. Futures and options contracts on the Nikkei 225 Index are
traded on the SIMEX, the OSE and the Chicago Mercantile Exchange.
The Nikkei 225 Index is a modified, price-weighted index (i.e., an
Underlying Stock's weight in the index is based on its price per share rather
than the total market capitalization of the issuer) which is calculated by (i)
multiplying the per share price of each Underlying Stock by the corresponding
weighting factor for such Underlying Stock (a "Weight Factor"), (ii)
calculating the sum of all these products and (iii) dividing such sum by a
divisor. The divisor, initially set in 1949 at 225, was 10.052 as of December
21, 1998, and is subject to periodic adjustments as set forth below. Each
Weight Factor is computed by dividing (Yen)50 by the par value of the relevant
Underlying Stock, so that the share price of each Underlying Stock when
multiplied by its Weight Factor corresponds to a share price based on a uniform
par value of (Yen)50. Each Weight Factor represents the
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number of shares of the related Underlying Stock which are included in one
trading unit of the Nikkei 225 Index. The stock prices used in the calculation
of the Nikkei 225 Index are those reported by a primary market for the
Underlying Stocks (currently the TSE). The level of the Nikkei 225 Index is
calculated once per minute during TSE trading hours.
In order to maintain continuity in the level of the Nikkei 225 Index in
the event of certain changes due to non-market factors affecting the Underlying
Stocks, such as the addition or deletion of stocks, substitution of stocks,
stock dividends, stock splits or distributions of assets to stockholders, the
divisor used in calculating the Nikkei 225 Index is adjusted in a manner
designed to prevent any instantaneous change or discontinuity in the level of
the Nikkei 225 Index. Thereafter, the divisor remains at the new value until a
further adjustment is necessary as the result of another change. As a result of
each such change affecting any Underlying Stock, the divisor is adjusted in
such a way that the sum of all share prices immediately after such change
multiplied by the applicable Weight Factor and divided by the new divisor
(i.e., the level of the Nikkei 225 Index immediately after such change) will
equal the level of the Nikkei 225 Index immediately prior to the change.
Underlying Stocks may be deleted or added by NKS. However, to maintain
continuity in the Nikkei 225 Index, the policy of NKS is generally not to alter
the composition of the Underlying Stocks except when an Underlying Stock is
deleted in accordance with the following criteria. Any stock becoming
ineligible for listing in the First Section of the TSE due to any of the
following reasons will be deleted from the Underlying Stocks: bankruptcy of the
issuer; merger of the issuer into, or acquisition of the issuer by, another
company; delisting of such stock or transfer of such stock to the "Seiri-Post"
because of excess debt of the issuer or because of any other reason; or
transfer of such stock to the Second Section of the TSE. Upon deletion of a
stock from the Underlying Stocks, NKS will select, in accordance with certain
criteria established by it, a replacement for such deleted Underlying Stock. In
an exceptional case, a newly listed stock in the First Section of the TSE that
is recognized by NKS to be representative of a market may be added to the
Underlying Stocks. In such case, an existing Underlying Stock with low trading
volume and not representative of a market will be deleted.
NKS is under no obligation to continue the calculation and dissemination
of the Nikkei 225 Index. The MITTS Securities are not sponsored, endorsed, sold
or promoted by NKS. No inference should be drawn from the information contained
in this Prospectus Supplement that NKS makes any representation or warranty,
implied or express, to the Company, the holder of the MITTS Securities or any
member of the public regarding the advisability of investing in securities
generally or in the MITTS Securities in particular or the ability of the Nikkei
225 Index to track general stock market performance. NKS has no obligation to
take the needs of the Company or the holder of the MITTS Securities into
consideration in determining, composing or calculating the Nikkei 225 Index.
NKS is not responsible for, and has not participated in the determination of
the timing of, prices for, or quantities of, the MITTS Securities to be issued
or in the determination or calculation of the equation by which the MITTS
Securities are to be settled in cash. NKS has no obligation or liability in
connection with the administration or marketing of the MITTS Securities.
The use of and reference to the Nikkei 225 Index in connection with the
MITTS Securities have been consented to by NKS, the publisher of the Nikkei 225
Index.
None of the Company, the Calculation Agent and MLPF&S accepts any
responsibility for the calculation, maintenance or publication of the Nikkei
225 Index or any Successor Index. NKS disclaims all responsibility for any
errors or omissions in the calculation and dissemination of the Nikkei 225
Index or the manner in which such Index is applied in determining any Starting
Values or Ending Values or any Supplemental Redemption Amount upon maturity of
the MITTS Securities.
THE TOKYO STOCK EXCHANGE
The TSE is one of the world's largest securities exchanges in terms of
market capitalization. Trading hours are currently from 9:00 A.M. to 11:00 A.M.
and from 12:30 P.M. to 3:00 P.M., Tokyo time, Monday through Friday.
S-19
<PAGE>
Due to the time zone difference, on any normal trading day the TSE will
close prior to the opening of business in New York City on the same calendar
day. Therefore, the closing level of the Nikkei 225 Index on such trading day
will generally be available in the United States by the opening of business on
the same calendar day.
The TSE has adopted certain measures, including daily price floors and
ceilings on individual stocks, intended to prevent any extreme short-term price
fluctuations resulting from order imbalances. In general, any stock listed on
the TSE cannot be traded at a price lower than the applicable price floor or
higher than the applicable price ceiling. Such price floors and ceilings are
expressed in absolute Japanese yen, rather than percentage, limits based on the
closing price of the stock on the previous trading day. In addition, when there
is a major order imbalance in a listed stock, the TSE posts a "special bid
quote" or a "special asked quote" for that stock at a specified higher or lower
price level than the stock's last sale price in order to solicit counter-orders
and balance supply and demand for the stock. Prospective investors should also
be aware that the TSE may suspend the trading of individual stocks in certain
limited and extraordinary circumstances, including, for example, unusual
trading activity in that stock. As a result, changes in the Nikkei 225 Index
may be limited by price limitations or special quotes, or by suspension of
trading, on individual stocks which comprise the Nikkei 225 Index, which
limitations may, in turn, adversely affect the value of the MITTS Securities.
HISTORICAL DATA ON THE INDEX
The following table sets forth the closing values of the Index on the
last business day of each year from 1967 through 1997. The historical
experience of the Index should not be taken as an indication of future
performance and no assurance can be given that the value of the Index will not
decline and thereby reduce the Supplemental Redemption Amount which may be
payable to the beneficial owner of the MITTS Securities at maturity or
otherwise.
YEAR END VALUE OF THE INDEX
<TABLE>
<CAPTION>
CLOSING
YEAR VALUE
- ---- -------
<S> <C>
1967.................... 1,281
1968.................... 1,715
1969.................... 2,359
1970.................... 1,987
1971.................... 2,714
1972.................... 5,208
1973.................... 4,307
1974.................... 3,817
1975.................... 4,359
1976.................... 4,991
1977.................... 4,866
1978.................... 6,002
1979.................... 6,569
1980.................... 7,116
1981.................... 7,682
1982.................... 8,017
</TABLE>
<TABLE>
<CAPTION>
CLOSING
YEAR VALUE
---- -------
<S> <C>
1983................... 9,894
1984................... 11,543
1985................... 13,113
1986................... 18,701
1987................... 21,564
1988................... 30,159
1989................... 38,916
1990................... 23,849
1991................... 22,984
1992................... 16,925
1993................... 17,417
1994................... 19,723
1995................... 19,868
1996................... 19,361
1997................... 15,259
</TABLE>
S-20
<PAGE>
The following table sets forth the level of the Index at the end of each
month, in the period from January 1992 through November 1998. These historical
data on the Index are not necessarily indicative of the future performance of
the Index or what the value of the MITTS Securities may be. Any historical
upward or downward trend in the level of the Index during any period set forth
below is not an indication that the Index is more or less likely to increase or
decrease at any time during the term of the MITTS Securities.
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997 1998
------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
January.................. 22,023 17,024 20,229 18,650 20,813 18,330 16,628
February................. 21,339 16,953 19,997 17,053 20,125 18,557 16,832
March.................... 19,346 18,591 19,112 16,140 21,407 18,003 16,527
April.................... 17,391 20,919 19,725 16,807 22,041 19,151 15,641
May...................... 18,348 20,552 20,974 15,437 21,956 20,069 15,671
June..................... 15,952 19,590 20,644 14,517 22,531 20,605 15,830
July..................... 15,910 20,380 20,449 16,678 20,693 20,331 16,379
August................... 18,061 21,027 20,629 18,117 20,167 18,229 14,108
September................ 17,399 20,106 19,564 17,913 21,556 17,888 13,406
October.................. 16,767 19,703 19,990 17,655 20,467 16,459 13,565
November................. 17,684 16,407 19,076 18,744 21,020 16,636 14,884
December................. 16,925 17,417 19,723 19,868 19,361 15,259 --
</TABLE>
The following graph sets forth the historical performance of the Index at
the end of each year from 1967 through 1997. Past movements of the Index are
not necessarily indicative of the future Index values. On December 21, 1998 the
closing value of the Index was 14,152.95.
LINE GRAPH
[The graph sets forth the performance of the Index from 1967 through 1997. The
vertical axis has a range of numbers from 0 to 40,000 in increments of 5,000.
The horizontal axis has a range of years from 1967 to 1997 in increments of one
year.]
This graph is for historical information only and should not be used or
interpreted as a forecast or indication of future stock market performance,
interest rate levels, or variable returns applicable to the MITTS Securities.
S-21
<PAGE>
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
Set forth in full below is the opinion of Brown & Wood LLP, counsel to
the Company, as to certain United States Federal income tax consequences of the
purchase, ownership and disposition of the MITTS Securities. Such opinion is
based upon laws, regulations, rulings and decisions now in effect, all of which
are subject to change (including retroactive changes in effective dates) or
possible differing interpretations. The discussion below deals only with MITTS
Securities held as capital assets and does not purport to deal with persons in
special tax situations, such as financial institutions, insurance companies,
regulated investment companies, dealers in securities or currencies, tax-exempt
entities, persons holding MITTS Securities in a tax-deferred or tax-advantaged
account, or persons holding MITTS Securities as a hedge against currency risks,
as a position in a "straddle" or as part of a "hedging" or "conversion"
transaction for tax purposes. It also does not deal with holders other than
original purchasers (except where otherwise specifically noted herein). The
following discussion also assumes that the issue price of the MITTS Securities,
as determined for United States Federal income tax purposes, equals the
principal amount thereof. Persons considering the purchase of the MITTS
Securities should consult their own tax advisors concerning the application of
the United States Federal income tax laws to their particular situations as
well as any consequences of the purchase, ownership and disposition of the
MITTS Securities arising under the laws of any other taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a
MITTS Security that is for United States Federal income tax purposes (a) a
citizen or resident of the United States, (b) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
of any political subdivision thereof (other than a partnership that is not
treated as a United States person under any applicable Treasury regulations),
(c) an estate the income of which is subject to United States Federal income
taxation regardless of its source, (d) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust, or (e) any other person whose income or
gain in respect of a MITTS Security is effectively connected with the conduct
of a United States trade or business. Notwithstanding the preceding sentence,
to the extent provided in Treasury regulations, certain trusts in existence on
August 20, 1996, and treated as United States persons prior to such date that
elect to continue to be treated as United States persons will also be a U.S.
Holder. As used herein, the term "non-U.S. Holder" means a beneficial owner of
a MITTS Security that is not a U.S. Holder.
GENERAL
There are no statutory provisions, regulations, published rulings or
judicial decisions addressing or involving the characterization, for United
States Federal income tax purposes, of the MITTS Securities or securities with
terms substantially the same as the MITTS Securities. However, although the
matter is not free from doubt, under current law, each MITTS Security should be
treated as a debt instrument of the Company for United States Federal income
tax purposes. The Company currently intends to treat each MITTS Security as a
debt instrument of the Company for United States Federal income tax purposes
and, where required, intends to file information returns with the Internal
Revenue Service ("IRS") in accordance with such treatment, in the absence of
any change or clarification in the law, by regulation or otherwise, requiring a
different characterization of the MITTS Securities. Prospective investors in
the MITTS Securities should be aware, however, that the IRS is not bound by the
Company's characterization of the MITTS Securities as indebtedness, and the IRS
could possibly take a different position as to the proper characterization of
the MITTS Securities for United States Federal income tax purposes. The
following discussion of the principal United States Federal income tax
consequences of the purchase, ownership and disposition of the MITTS Securities
is based upon the assumption that each MITTS Security will be treated as a debt
instrument of the Company for United States Federal income tax purposes. If the
MITTS Securities are not in fact treated as debt instruments of the Company for
United States Federal income tax purposes, then the United States Federal
income tax treatment of the purchase, ownership and disposition of the MITTS
Securities could differ from the treatment discussed below with the result that
the timing and character of income, gain or loss recognized in
S-22
<PAGE>
respect of a MITTS Security could differ from the timing and character of
income, gain or loss recognized in respect of a MITTS Security had the MITTS
Securities in fact been treated as debt instruments of the Company for United
States Federal income tax purposes.
U.S. HOLDERS
On June 11, 1996, the Treasury Department issued final regulations (the
"Final Regulations") concerning the proper United States Federal income tax
treatment of contingent payment debt instruments such as the MITTS Securities,
which apply to debt instruments issued on or after August 13, 1996 and,
accordingly, will apply to the MITTS Securities. In general, the Final
Regulations cause the timing and character of income, gain or loss reported on
a contingent payment debt instrument to substantially differ from the timing
and character of income, gain or loss reported on a contingent payment debt
instrument under general principles of prior United States Federal income tax
law. Specifically, the Final Regulations generally require a U.S. Holder of
such an instrument to include future contingent and noncontingent interest
payments in income as such interest accrues based upon a projected payment
schedule. Moreover, in general, under the Final Regulations, any gain
recognized by a U.S. Holder on the sale, exchange, or retirement of a
contingent payment debt instrument is treated as ordinary income, and all or a
portion of any loss realized could be treated as ordinary loss as opposed to
capital loss (depending upon the circumstances). The Final Regulations provide
no definitive guidance as to whether or not an instrument is properly
characterized as a debt instrument for United States Federal income tax
purposes.
In particular, solely for purposes of applying the Final Regulations to
the MITTS Securities, the Company has determined that the projected payment
schedule for the MITTS Securities will consist of payment on the maturity date
of the principal amount thereof and a projected Supplemental Redemption Amount
equal to $4.8938 per Unit (the "Projected Supplemental Redemption Amount").
This represents an estimated yield on the MITTS Securities equal to 6.01% per
annum (compounded semiannually). Accordingly, during the term of the MITTS
Securities, a U.S. Holder of a MITTS Security will be required to include in
income the sum of the daily portions of interest on the MITTS Security that are
deemed to accrue at this estimated yield for each day during the taxable year
(or portion of the taxable year) on which the U.S. Holder holds such MITTS
Security. The amount of interest that will be deemed to accrue in any accrual
period (i.e., generally each six-month period during which the MITTS Securities
are outstanding) will equal the product of this estimated yield (properly
adjusted for the length of the accrual period) and the MITTS Security's
adjusted issue price (as defined below) at the beginning of the accrual period.
The daily portions of interest will be determined by allocating to each day in
the accrual period the ratable portion of the interest that is deemed to accrue
during the accrual period. In general, for these purposes a MITTS Security's
adjusted issue price will equal the MITTS Security's issue price (i.e., $10),
increased by the interest previously accrued on the MITTS Security. At maturity
of a MITTS Security, in the event that the actual Supplemental Redemption
Amount, if any, exceeds $4.8938 per Unit (i.e., the Projected Supplemental
Redemption Amount), a U.S. Holder will be required to include the excess of the
actual Supplemental Redemption Amount over $4.8938 per Unit (i.e., the
Projected Supplemental Redemption Amount) in income as ordinary interest on the
maturity date. Alternatively, in the event that the actual Supplemental
Redemption Amount, if any, is less than $4.8938 per Unit (i.e., the Projected
Supplemental Redemption Amount), the excess of $4.8938 per Unit (i.e., the
Projected Supplemental Redemption Amount) over the actual Supplemental
Redemption Amount will be treated first as an offset to any interest otherwise
includible in income by the U.S. Holder with respect to the MITTS Security for
the taxable year in which the maturity date occurs to the extent of the amount
of such includible interest. A U.S. Holder will be permitted to recognize and
deduct, as an ordinary loss that is not subject to the limitations applicable
to miscellaneous itemized deductions, any remaining portion of the excess of
$4.8938 per Unit (i.e., the Projected Supplemental Redemption Amount) over the
actual Supplemental Redemption Amount that is not treated as an interest offset
pursuant to the foregoing rules. U.S. Holders purchasing a MITTS Security at a
price that differs from the adjusted issue price of the MITTS Security as of
the purchase date (e.g., subsequent purchasers) will be subject to special
rules providing for certain adjustments to the foregoing rules, and such U.S.
Holders should consult their own tax advisors concerning these rules.
S-23
<PAGE>
Upon the sale or exchange of a MITTS Security prior to the maturity date,
a U.S. Holder will be required to recognize taxable gain or loss in an amount
equal to the difference, if any, between the amount realized by the U.S. Holder
upon such sale or exchange and the U.S. Holder's adjusted tax basis in the
MITTS Security as of the date of disposition. A U.S. Holder's adjusted tax
basis in a MITTS Security generally will equal such U.S. Holder's initial
investment in the MITTS Security increased by any interest previously included
in income with respect to the MITTS Security by the U.S. Holder. Any such
taxable gain will be treated as ordinary income. Any such taxable loss will be
treated as ordinary loss to the extent of the U.S. Holder's total interest
inclusions on the MITTS Security. Any remaining loss generally will be treated
as long-term or short-term capital loss (depending upon the U.S. Holder's
holding period for the MITTS Security). All amounts includible in income by a
U.S. Holder as ordinary interest pursuant to the Final Regulations will be
treated as original issue discount.
Prospective investors in the MITTS Securities should consult their own
tax advisors concerning the application of the Final Regulations to their
investment in the MITTS Securities. Investors in the MITTS Securities may also
obtain the projected payment schedule, as determined by the Company for
purposes of the application of the Final Regulations to the MITTS Securities,
by submitting a written request for such information to Merrill Lynch & Co.,
Inc., Attn: Darryl W. Colletti, Corporate Secretary's Office, 100 Church
Street, 12th Floor, New York, New York 10080-6512.
The projected payment schedule (including both the Projected Supplemental
Redemption Amount and the estimated yield on the MITTS Securities) has been
determined solely for United States Federal income tax purposes (i.e., for
purposes of applying the Final Regulations to the MITTS Securities), and is
neither a prediction nor a guarantee of what the actual Supplemental Redemption
Amount will be, or that the actual Supplemental Redemption Amount will even
exceed zero.
The following table sets forth the amount of interest that will be deemed
to have accrued with respect to each Unit of the MITTS Securities during each
accrual period over the term of the MITTS Securities based upon the projected
payment schedule for the MITTS Securities (including both the Projected
Supplemental Redemption Amount and the estimated yield equal to 6.01% per annum
(compounded semiannually)) as determined by the Company for purposes of
applying the Final Regulations to the MITTS Securities:
<TABLE>
<CAPTION>
TOTAL INTEREST
DEEMED TO
HAVE ACCRUED
ON THE MITTS
INTEREST DEEMED TO SECURITIES
ACCRUE DURING AS OF END OF
ACCRUAL PERIOD ACCRUAL PERIOD
ACCRUAL PERIOD (PER UNIT) (PER UNIT)
-------------- ------------------ --------------
<S> <C> <C>
December 28, 1998 through March 21, 1999..... $0.1356 $0.1356
March 22, 1999 through September 21, 1999.... $0.3045 $0.4401
September 22, 1999 through March 21, 2000.... $0.3138 $0.7539
March 22, 2000 through September 21, 2000.... $0.3231 $1.0770
September 22, 2000 through March 21, 2001.... $0.3329 $1.4099
March 22, 2001 through September 21, 2001.... $0.3428 $1.7527
September 22, 2001 through March 21, 2002.... $0.3532 $2.1059
March 22, 2002 through September 21, 2002.... $0.3638 $2.4697
September 22, 2002 through March 21, 2003.... $0.3747 $2.8444
March 22, 2003 through September 21, 2003.... $0.3860 $3.2304
September 22, 2003 through March 21, 2004.... $0.3976 $3.6280
March 22, 2004 through September 21, 2004.... $0.4095 $4.0375
September 22, 2004 through March 21, 2005.... $0.4218 $4.4593
March 22, 2005 through September 21, 2005.... $0.4345 $4.8938
</TABLE>
- --------
Projected Supplemental Redemption Amount = $ 4.8938 per Unit.
S-24
<PAGE>
NON-U.S. HOLDERS
A non-U.S. Holder will not be subject to United States Federal income
taxes on payments of principal, premium (if any) or interest (including
original issue discount, if any) on a MITTS Security, unless such non-U.S.
Holder is a direct or indirect 10% or greater shareholder of the Company, a
controlled foreign corporation related to the Company or a bank receiving
interest described in section 881(c)(3)(A) of the Internal Revenue Code of
1986, as amended. However, income allocable to non-U.S. Holders will generally
be subject to annual tax reporting on IRS Form 1042S. For a non-U.S. Holder to
qualify for the exemption from taxation, the last United States payor in the
chain of payment prior to payment to a non-U.S. Holder (the "Withholding
Agent") must have received in the year in which a payment of interest or
principal occurs, or in either of the two preceding calendar years, a statement
that (a) is signed by the beneficial owner of the MITTS Security under
penalties of perjury, (b) certifies that such owner is not a U.S. Holder and
(c) provides the name and address of the beneficial owner. The statement may be
made on an IRS Form W-8 or a substantially similar form, and the beneficial
owner must inform the Withholding Agent of any change in the information on the
statement within 30 days of such change. If a MITTS Security is held through a
securities clearing organization or certain other financial institutions, the
organization or institution may provide a signed statement to the Withholding
Agent. However, in such case, the signed statement must be accompanied by a
copy of the IRS Form W-8 or the substitute form provided by the beneficial
owner to the organization or institution.
Under current law, a MITTS Security will not be includible in the estate
of a non-U.S. Holder unless the individual is a direct or indirect 10% or
greater shareholder of the Company or, at the time of such individual's death,
payments in respect of such MITTS Security would have been effectively
connected with the conduct by such individual of a trade or business in the
United States.
BACKUP WITHHOLDING
Backup withholding of United States Federal income tax at a rate of 31%
may apply to payments made in respect of the MITTS Securities to registered
owners who are not "exempt recipients" and who fail to provide certain
identifying information (such as the registered owner's taxpayer identification
number) in the required manner. Generally, individuals are not exempt
recipients, whereas corporations and certain other entities generally are
exempt recipients. Payments made in respect of the MITTS Securities to a U.S.
Holder must be reported to the IRS, unless the U.S. Holder is an exempt
recipient or establishes an exemption. Compliance with the identification
procedures described in the preceding section would establish an exemption from
backup withholding for those non-U.S. Holders who are not exempt recipients.
In addition, upon the sale of a MITTS Security to (or through) a broker,
the broker must withhold 31% of the entire purchase price, unless either (a)
the broker determines that the seller is a corporation or other exempt
recipient or (b) the seller provides, in the required manner, certain
identifying information and, in the case of a non-U.S. Holder, certifies that
such seller is a non-U.S. Holder (and certain other conditions are met). Such a
sale must also be reported by the broker to the IRS, unless either (a) the
broker determines that the seller is an exempt recipient or (b) the seller
certifies its non-U.S. status (and certain other conditions are met).
Certification of the registered owner's non-U.S. status would be made normally
on an IRS Form W-8 under penalties of perjury, although in certain cases it may
be possible to submit other documentary evidence.
Any amounts withheld under the backup withholding rules from a payment to
a beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.
NEW WITHHOLDING REGULATIONS
On October 6, 1997, the Treasury Department issued new regulations (the
"New Regulations") which make certain modifications to the backup withholding
and information reporting rules described above. The New Regulations will
generally be effective for payments made after December 31, 1999, subject to
certain transition rules. Prospective investors are urged to consult their own
tax advisors regarding the New Regulations.
S-25
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the MITTS Securities will be used as
described under "Use of Proceeds" in the attached Prospectus and to hedge
market risks of the Company associated with its obligation to pay the Principal
Amount and the Supplemental Redemption Amount.
UNDERWRITING
MLPF&S (the "underwriter") has agreed, subject to the terms and
conditions of the Underwriting Agreement and a Terms Agreement, to purchase
from the Company $70,000,000 aggregate principal amount of MITTS Securities.
The Underwriting Agreement provides that the obligations of the underwriter are
subject to certain conditions precedent and that the underwriter will be
obligated to purchase all of the MITTS Securities if any are purchased.
The underwriter has advised the Company that it proposes initially to
offer all or part of the MITTS Securities directly to the public at the
offering prices set forth on the cover page of this prospectus supplement.
After the initial public offering, the public offering price may be changed.
The underwriter is offering the MITTS Securities subject to receipt and
acceptance and subject to the underwriter's right to reject any order in whole
or in part.
The underwriter will pay a commission of $.025 per Unit on each of the
first five anniversary dates of the issuance of the MITTS Securities to brokers
whose clients purchased the Units in the initial distribution and who continue
to hold their MITTS Securities.
The underwriting of the MITTS Securities 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.
In connection with the offering, the underwriter is permitted to engage
in certain transactions that stabilize the market price of the MITTS
Securities. Such transactions consist of bids or purchases for the purpose of
pegging, fixing or maintaining the market price of the MITTS Securities.
If the underwriter creates a short position in the MITTS Securities in
connection with the offering, i.e., if it sells more Units of the MITTS
Securities than are set forth on the cover page of this prospectus supplement,
the underwriter may reduce that short position by purchasing Units of the MITTS
Securities in the open market. In general, purchases of a security for the
purpose of stabilization or to reduce a short position could cause the market
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 market price of the MITTS Securities. In
addition, neither the Company nor the underwriter makes any representation that
the underwriter will engage in such transactions or that such transactions,
once commenced, will not be discontinued without notice.
The underwriter may use this prospectus supplement and the accompanying
prospectus for offers and sales related to market-making transactions in the
MITTS Securities. The underwriter 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 THE MITTS SECURITIES
The validity of the MITTS Securities will be passed upon for the Company
and for the Underwriter by Brown & Wood LLP, New York, New York.
S-26
<PAGE>
INDEX OF DEFINED TERMS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AMEX....................................................................... S-1
Beneficial Owners.......................................................... S-16
Calculation Agent.......................................................... S-6
Calculation Day............................................................ S-12
Calculation Period......................................................... S-12
Company.................................................................... S-1
Depositary................................................................. S-15
Depositary Services........................................................ S-17
Direct Participants........................................................ S-16
DTC........................................................................ S-4
Ending Value............................................................... S-4
Final Regulations.......................................................... S-23
Global Securities.......................................................... S-15
Index...................................................................... S-4
Index Business Day......................................................... S-12
Index Calculation Day...................................................... S-15
Indirect Participants...................................................... S-16
Industry................................................................... S-17
IRS........................................................................ S-22
JPY/USD Rate............................................................... S-9
Market Disruption Event.................................................... S-14
Midland.................................................................... S-7
MITTS Securities........................................................... S-4
MLPF&S..................................................................... S-6
New Regulations............................................................ S-25
Nikkei 225 Index........................................................... S-4
1983 Indenture............................................................. S-11
NKS........................................................................ S-5
Non-U.S. Holder............................................................ S-22
NYSE....................................................................... S-7
OSE........................................................................ S-14
Participant................................................................ S-16
Pricing Date............................................................... S-4
Principal Amount........................................................... S-4
Projected Supplemental Redemption Amount................................... S-23
SEC........................................................................ S-6
SIMEX...................................................................... S-14
Starting Value............................................................. S-4
Successor Index............................................................ S-14
Supplemental Redemption Amount............................................. S-4
Systems.................................................................... S-17
TSE........................................................................ S-5
U.S. Holder................................................................ S-22
Underlying Stocks.......................................................... S-5
Underwriter................................................................ S-26
Unit....................................................................... S-4
Weight Factor.............................................................. S-18
Withholding Agent.......................................................... S-25
</TABLE>
S-27
<PAGE>
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[LOGO]
7,000,000 UNITS
MERRILL LYNCH & CO., INC.
NIKKEI 225 MARKET INDEX TARGET-TERM SECURITIES(R)
DUE SEPTEMBER 21, 2005
"MITTS(R) SECURITIES"
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
DECEMBER 21, 1998
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