<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 333-59997
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 30, 1998)
[LOGO]
$500,000,000
MERRILL LYNCH & CO., INC.
6 3/8% NOTES DUE OCTOBER 15, 2008
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The notes bear interest at the rate of 6 3/8% each year. Interest on the
notes is payable semiannually on April 15 and October 15 of each year,
beginning April 15, 1999. The notes will mature on October 15, 2008. The notes
are not redeemable prior to maturity.
The notes are unsecured and rank equally with all of our other unsecured
senior indebtedness. The notes will be issued only in registered form in
denominations of $1,000.
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<TABLE>
<CAPTION>
PER NOTE TOTAL
-------- ------------
<S> <C> <C>
Public Offering Price(1)............................ 99.843% $499,215,000
Underwriting Discount............................... .6% $ 3,000,000
Proceeds, before expenses, to the Company........... 99.243% $496,215,000
</TABLE>
(1)You will also pay accrued interest, if any, from October 28, 1998.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes 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 notes will be ready for delivery in book-entry form
only through The Depository Trust Company on or about October 28, 1998.
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MERRILL LYNCH & CO.
CHASE SECURITIES INC.
J.P. MORGAN & CO.
NATIONSBANC MONTGOMERY SECURITIES LLC
SALOMON SMITH BARNEY
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The date of this prospectus supplement is October 22, 1998.
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Ratio of Earnings to Fixed Charges......................................... S-3
Description of Notes....................................................... S-3
Underwriting............................................................... S-6
Validity of Notes.......................................................... S-7
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Merrill Lynch & Co., Inc. ................................................. 3
Use of Proceeds............................................................ 3
Description of Debt Securities............................................. 4
Description of Debt Warrants............................................... 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>
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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 underwriters have 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
underwriters are 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 contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus is
accurate as of the date hereof only. Our business, financial condition, results
of operations and prospects may have changed since that date.
S-2
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings to fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
YEAR ENDED LAST FRIDAY SIX MONTHS
IN DECEMBER ENDED
------------------------ JUNE 26,
1993 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 1.2
</TABLE>
The ratio of earnings to fixed charges for the nine-month period ended
September 25, 1998 is not available as of the date of this prospectus
supplement.
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.
DESCRIPTION OF NOTES
GENERAL
The notes are to be issued as a series of Senior Debt Securities under
the 1983 Indenture, which is more fully described in the accompanying
prospectus. The notes will mature on October 15, 2008.
The notes will bear interest from October 28, 1998, payable semiannually
on April 15 and October 15 of each year (each an "Interest Payment Date"),
commencing April 15, 1999, to the persons in whose names the notes are
registered on the preceding April 1 and October 1, respectively.
The notes are not subject to redemption by the Company prior to maturity.
The notes will be issued in denominations of $1,000 and integral
multiples thereof.
DEPOSITORY
Upon issuance, all notes will be represented by one or more fully
registered global securities (the "Global Notes"). Each such Global Note will
be deposited with, or on behalf of, The Depository Trust Company ("DTC"), as
Depository, and registered in the name of Cede & Co. (DTC's partnership
nominee). Unless and until it is exchanged in whole or in part for notes in
definitive form, no Global Note may be transferred except as a whole by the
Depository to a nominee of such Depository or by a nominee of such Depository
to such Depository or another nominee of such Depository or by such Depository
or any such nominee to a successor of such Depository or a nominee of such
successor.
So long as DTC, or its nominee, is a registered owner of a Global Note,
DTC or its nominee, as the case may be, will be considered the sole owner or
Holder of the notes represented by such Global Note for all purposes under the
1983 Indenture. Except as provided below, the actual owners of the notes
represented by a Global Note (the "Beneficial Owners") will not be entitled to
have the notes represented by such Global Notes registered in their names, will
not receive or be entitled to receive physical delivery of the notes in
definitive form, except as described below, and will not be considered the
owners or Holders thereof under the 1983 Indenture, including for purposes of
receiving any reports delivered by the Company or the Trustee pursuant to the
1983 Indenture. Accordingly, each person owning a beneficial interest in a
Global Note must rely on the procedures of DTC and, if such person is not a
participant of DTC (a "Participant"), on the procedures of the Participant
through which such person owns its interest, to exercise any rights of a Holder
under the 1983
S-3
<PAGE>
Indenture. The Company understands that under existing industry practices, in
the event that the Company requests any action of Holders or that an owner of a
beneficial interest in such a Global Note desires to give or take any action
which a Holder is entitled to give or take under the 1983 Indenture, DTC would
authorize the Participants holding the relevant beneficial interests to give or
take such action, and such Participants would authorize Beneficial Owners
owning through such Participants to give or take such action or would otherwise
act upon the instructions of Beneficial Owners. Conveyance of notices and other
communications by DTC to Participants, by Participants to Indirect
Participants, as defined below, and by Participants and Indirect Participants
to Beneficial Owners will be governed by arrangements among them, subject to
any statutory or regulatory requirements as may be in effect from time to time.
If (x) the Depository is at any time unwilling or unable to continue as
Depository and a successor depository is not appointed by the Company within 60
days, (y) the Company executes and delivers to the Trustee a Company Order to
the effect that the Global Notes shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the notes, the Global
Notes will be exchangeable for notes in definitive form of like tenor and of an
equal aggregate principal amount, in denominations of $1,000 and integral
multiples thereof. Such definitive notes shall be registered in such name or
names as the Depository shall instruct the Trustee. It is expected that such
instructions may be based upon directions received by the Depository from
Participants with respect to ownership of beneficial interests in such Global
Notes.
The following is based on information furnished by DTC:
DTC will act as securities depository for the notes. The notes will be
issued as fully registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One or more fully registered Global Notes will be
issued for the notes in the aggregate principal amount of such issue, and will
be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC holds securities that its Participants
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants of DTC ("Direct Participants") include securities brokers
and dealers, banks, trust companies, clearing corporations and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC's system is
also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
Purchases of notes under the DTC's system must be made by or through
Direct Participants, which will receive a credit for the notes on DTC's
records. The ownership interest of each Beneficial Owner is in turn to be
recorded on the records of Direct Participants and Indirect Participants.
Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Direct Participants or Indirect Participants through which
such Beneficial Owner entered into the transaction. Transfers of ownership
interests in the notes are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in notes, except as
provided herein.
S-4
<PAGE>
To facilitate subsequent transfers, all notes deposited with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. The deposit of
notes with DTC and their registration in the name of Cede & Co. effect no
change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the notes; DTC's records reflect only the identity of the Direct
Participants to whose accounts such notes are credited, which may or may not be
the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the
notes. Under its usual procedures, DTC mails an Omnibus Proxy to the Company as
soon as possible after the applicable record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the notes will be made in immediately
available funds to DTC. DTC's practice is to credit Direct Participants'
accounts on the applicable payment date in accordance with their respective
holdings shown on the Depository's records unless DTC has reason to believe
that it will not receive payment on such date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the responsibility of
such Participant and not of DTC, the Trustee or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the Company
or the Trustee, disbursement of such payments to Direct Participants shall be
the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct Participants and Indirect
Participants.
DTC may discontinue providing its services as securities depository with
respect to the notes at any time by giving reasonable notice to the Company or
the Trustee. Under such circumstances, in the event that a successor securities
depository is not obtained, note certificates are required to be printed and
delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
note certificates will be printed and delivered.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the notes will be made by the underwriters in immediately
available funds. All payments of principal and interest on the notes will be
made by the Company in immediately available funds so long as the notes are
maintained in book-entry form.
S-5
<PAGE>
UNDERWRITING
The underwriters named below (the "underwriters") have each severally
agreed, subject to the terms and conditions of the Underwriting Agreement and a
Terms Agreement, to purchase from the Company the principal amount of notes set
forth opposite their respective names. The underwriters are committed to
purchase all of the notes if any of the notes are purchased.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT
------------ ------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ........................................ $400,000,000
Chase Securities Inc.......................................... 25,000,000
J.P. Morgan Securities Inc. .................................. 25,000,000
NationsBanc Montgomery Securities LLC......................... 25,000,000
Salomon Smith Barney Inc. .................................... 25,000,000
------------
Total.................................................... $500,000,000
============
</TABLE>
The underwriters have advised the Company that they propose initially to
offer the notes directly to the public at the offering price set forth on the
cover page of this prospectus supplement and to certain dealers at such price
less a concession not in excess of .35% of the principal amount of the notes.
The underwriters may allow, and such dealers may reallow, a discount not in
excess of .25% of the principal amount of the notes to certain dealers. After
the initial public offering, the public offering price, concession and discount
may be changed. Proceeds to be received by the Company will be net of the
underwriting discount and expenses payable by the Company.
Certain of the underwriters and their affiliates engage in transactions
with, and perform services for, the Company in the ordinary course of business
and have engaged, and may in the future engage, in commercial banking and
investment banking transactions with the Company.
The underwriting of the notes will conform to the requirements set forth
in the applicable sections of Rule 2720 of the Conduct Rules of the National
Association of Securities Dealers, Inc.
In connection with the offering, the underwriters are permitted to engage
in certain transactions that stabilize the market price of the notes. Such
transactions consist of bids or purchases for the purpose of pegging, fixing or
maintaining the market price of the notes. If the underwriters create a short
position in the notes in connection with the offering, i.e., if they sell a
greater aggregate principal amount of notes than is set forth on the cover of
this prospectus supplement, the underwriters may reduce that short position by
purchasing notes 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 any of the underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the notes. In addition,
neither the Company nor any of the underwriters makes any representation that
the underwriters will engage in such transactions or that such transactions,
once commenced, will not be discontinued without notice.
S-6
<PAGE>
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") may use
this prospectus supplement and the accompanying prospectus for offers and sales
related to market-making transactions in the notes. MLPF&S may act as principal
or agent in these transactions, and the sales will be made at prices related to
prevailing market prices at the time of sale.
VALIDITY OF NOTES
The validity of the notes will be passed upon for the Company by Brown &
Wood LLP, New York, New York and for the underwriters by Sullivan & Cromwell,
New York, New York.
S-7
<PAGE>
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[LOGO]
$500,000,000
MERRILL LYNCH & CO., INC.
6 3/8% NOTES DUE OCTOBER 15, 2008
-------------------------
PROSPECTUS SUPPLEMENT
-------------------------
MERRILL LYNCH & CO.
CHASE SECURITIES INC.
J.P. MORGAN & CO.
NATIONSBANC MONTGOMERY SECURITIES LLC
SALOMON SMITH BARNEY
OCTOBER 22, 1998
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