PROSPECTUS
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[LOGO]
17,100,602 Shares
Merrill Lynch & Co., Inc.
Common Stock
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o The selling shareholders listed under "Selling Shareholders" in this
prospectus intend to offer and sell from time to time, up to 17,100,602
shares of the common stock of Merrill Lynch & Co. Inc. ("ML&Co."). The
selling shareholders acquired the shares of common stock as consideration
for ML&Co.'s acquisition of Herzog, Heine, Geduld, Inc. ("HHG"). The
acquisition occurred under the terms of a merger agreement pursuant to
which a subsidiary of ML&Co. was merged with HHG, thereby providing
ML&Co. with full ownership of HHG.
o The selling shareholders will offer the shares of common stock from time
to time at market prices prevailing at the time of the sales or at
negotiated prices.
o The shares of our common stock offered under this prospectus may be sold
by the shareholders, their pledgees, donees, transferees and
successors-in-interest, directly or through agents, underwriters or
broker/dealers as designated from time to time, through public or private
transactions, on or off the New York Stock Exchange or through a
combination of methods. To the extent required, the specific number of
shares to be sold, the terms of the offering, including price, the names
of any agent, broker/dealer or underwriter, and any applicable
commission, discount or other compensation with respect to a particular
sale will be set forth in an accompanying prospectus supplement.
o On October 13, 2000, the last reported sale price of our common stock was
$58.13.
o The common stock is listed on the New York Stock Exchange under the
trading symbol "MER" and on the Chicago Stock Exchange, Pacific Exchange,
Paris Bourse, London Stock Exchange and Tokyo Stock Exchange.
o You should read this prospectus carefully before you invest.
Neither the Securities and Exchange Commission (the "Commission") nor any
state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
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The date of this prospectus is October 16, 2000
TABLE OF CONTENTS
Page
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MERRILL LYNCH & CO., INC. ....................................................3
USE OF PROCEEDS ..............................................................4
MARKET PRICES AND DIVIDEND POLICY.............................................4
DESCRIPTION OF COMMON STOCK...................................................5
SELLING SHAREHOLDERS..........................................................8
PLAN OF DISTRIBUTION.........................................................12
WHERE YOU CAN FIND MORE INFORMATION..........................................13
INCORPORATION OF INFORMATION WE FILE WITH THE SEC............................13
VALIDITY OF COMMON STOCK.....................................................14
EXPERTS......................................................................14
MERRILL LYNCH & CO., INC.
We are a holding company that, through our U.S. and non-U.S. subsidiaries
and affiliates such as Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), Merrill Lynch Government Securities Inc., Merrill Lynch Capital
Services, Inc., Merrill Lynch International, Merrill Lynch Capital Markets
Bank Ltd. and Merrill Lynch Investment Managers, L.P. provides investment,
financing, advisory, insurance, and related products on a global basis,
including:
o securities brokerage, trading and underwriting;
o investment banking, strategic services, including mergers and
acquisitions and other corporate finance advisory activities;
o asset management;
o brokerage and related activities in swaps, options, forwards,
futures and other derivatives;
o securities clearance services;
o equity, debt and economic research;
o banking, trust and lending services, including mortgage lending and
related services;
o insurance sales and underwriting services; and
o investment advisory and related recordkeeping services.
We provide these products and services to a wide array of clients,
including individual investors, small businesses, corporations, governments,
governmental agencies and financial institutions.
Our principal executive office is located at 4 World Financial Center,
New York, New York 10080; our telephone number is (212) 449-1000.
If you want more information about us, please see the sections entitled
"Where You Can Find More Information" and "Incorporation of Information We
File with the SEC" in this prospectus.
In this prospectus, "ML&Co.", "we", "us" and "our" refer specifically to
Merrill Lynch & Co., Inc., the holding company.
USE OF PROCEEDS
The selling shareholders will receive all of the proceeds from the sale
of their shares of our common stock and we will not receive any proceeds from
the sale of those shares.
MARKET PRICES AND DIVIDEND POLICY
The common stock is listed and principally traded on the NYSE under the
symbol "MER". The common stock will also be listed on certain other United
States and foreign stock exchanges. There were approximately 16,353 registered
holders of the common stock as of September 12, 2000. The table below sets
forth the high and low sales prices of the common stock as reported for NYSE
Composite Transactions and the quarterly cash dividends declared per share of
the common stock during the periods indicated. The common stock prices and
dividends reflect the retroactive effect of two-for-one stock splits, effected
in the form of a 100% stock dividend, paid on May 30, 1997 and August 31,
2000, respectively. The common stock prices have been rounded to the nearest
one-hundredth and the dividends have been rounded to the nearest
one-thousandth.
Price Range Cash Dividends
Low High Declared
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1995
First Quarter................. $ 8.66 $ 11.25 $.058
Second Quarter................ 10.66 13.31 .065
Third Quarter................. 12.97 15.94 .065
Fourth Quarter................ 12.53 16.19 .065
1996
First Quarter................. $ 12.34 $ 15.63 $.065
Second Quarter................ 14.06 17.03 .075
Third Quarter................. 13.56 16.69 .075
Fourth Quarter................ 16.28 21.28 .075
1997
First Quarter................. $ 19.63 $ 26.00 $.075
Second Quarter................ 21.03 31.94 .100
Third Quarter................. 29.53 37.56 .100
Fourth Quarter................ 30.63 39.09 .100
1998
First Quarter................. $ 30.22 $ 43.75 $.100
Second Quarter................ 41.13 50.00 .120
Third Quarter................. 22.81 54.56 .120
Fourth Quarter................ 17.88 40.00 .120
1999
First Quarter................ $ 32.81 $ 47.25 $.120
Second Quarter............... 33.03 51.25 .135
Third Quarter................ 31.00 40.72 .135
Fourth Quarter .............. 31.19 44.22 .135
2000
First Quarter................ $ 36.31 $ 57.59 $.135
Second Quarter............... 42.25 61.16 .150
Third Quarter ............... 56.81 74.63 .160
Fourth Quarter (through
October 13, 2000) 54.75 69.50
On October 13, 2000, the last sale price per share of the common
stock on the NYSE was $58.13 per share.
DESCRIPTION OF COMMON STOCK
The following description sets forth the general terms of ML&Co. common
stock and of the attached preferred stock purchase rights. The description set
forth below is not complete, is subject to, and is qualified in its entirety
by reference to, ML&Co.'s restated certificate of incorporation which is filed
as an exhibit to the registration statement of which this prospectus is a
part.
Terms of the Common Stock
Under ML&Co.'s restated certificate of incorporation, ML&Co. is
authorized to issue up to 1,000,000,000 shares of common stock, par value
$1.33 1/3 per share. As of September 12, 2000, there were 801,925,001 shares
of common stock and 5,141,878 exchangeable shares (the "Exchangeable Shares")
outstanding. The Exchangeable Shares are exchangeable at any time into common
stock on a one-for-one basis and entitle holders to dividend, voting and other
rights equivalent to common stock. The common stock is traded on the New York
Stock Exchange under the symbol "MER" and also on the Chicago Stock Exchange,
the Pacific Exchange, the Paris Bourse, the London Stock Exchange and the
Tokyo Stock Exchange.
The common stock is fully paid and nonassessable. Holders of the common
stock have no preemptive rights to subscribe for any additional securities
which may be issued by ML&Co. The rights of holders of common stock are
subject to, and may be adversely affected by, the rights of holders of any
preferred stock that has been issued and may be issued in the future. As of
September 12, 2000, 17,000,000 depositary shares, each representing a
one-four-hundredth interest in a share of 9% Preferred Stock (the "9%
Preferred Stock"), and one Special Voting Share (as defined below) were
outstanding. The Board of Directors of ML&Co. may issue additional shares of
preferred stock to obtain additional financing, in connection with
acquisitions, to officers, directors and employees of ML&Co. and its
subsidiaries pursuant to benefit plans or otherwise and for other proper
corporate purposes.
In connection with the acquisition of Midland Walwyn Inc. by ML&Co. in
August 1998, ML&Co. issued a single share of preferred stock with special
voting rights (the "Special Voting Share"), under the terms of a Voting and
Exchange Trust Agreement entered into by Merrill Lynch & Co., Canada Ltd. ("ML
Canada"), ML&Co. and Montreal Trust Company of Canada, as trustee (the "Voting
Trust Agreement"). The Special Voting Share possesses a number of votes equal
to the number of Exchangeable Shares of ML Canada issued and outstanding from
time to time that are not owned by ML&Co. or its affiliates, which votes may
be exercised for the election of directors and on all other matters submitted
to a vote of ML&Co.'s shareholders. The holders of ML&Co.'s common stock and
the holder of the Special Voting Share vote together as a class on all
matters. See "--Voting Rights". The Special Voting Share was issued to the
trustee under the Voting Trust Agreement. The holder of the Special Voting
Share is not entitled to receive dividends, and, in the event of any
liquidation, dissolution or winding up of ML&Co., will receive an amount equal
to the par value of the Special Voting Share. When the Special Voting Share
has no votes attached to it because there are no Exchangeable Shares
outstanding not owned by ML&Co. or any of its affiliates, the Special Voting
Share will cease to have any rights.
ML&Co. is the principal transfer agent for the common stock.
Because ML&Co. is a holding company, its rights, and the rights of
holders of its securities, including the holders of common stock, to
participate in the distribution of assets of any subsidiary of ML&Co. upon the
subsidiary's liquidation or recapitalization will be subject to the prior
claims of the subsidiary's creditors and preferred shareholders, except to the
extent ML&Co. may itself be a creditor with recognized claims against the
subsidiary or a holder of preferred stock of the subsidiary.
Dividends
ML&Co. may pay dividends on the common stock out of funds legally
available for the payment of dividends as, if and when declared by the Board
of Directors of ML&Co. or a duly authorized committee of the Board of
Directors.
As of the date of this prospectus, subsidiaries of ML&Co. have issued
$2.668 billion of perpetual Trust Originated Preferred Securities (SM)
("TOPrS"). In connection with the issuance of the TOPrS, ML&Co. has agreed,
among other things, that if full distributions on the TOPrS have not been paid
or set apart for payment or ML&Co. is in default of its related guarantee
obligations, ML&Co., with certain exceptions, will not declare or pay
dividends, make distributions with respect to, or redeem, purchase or acquire,
or make a liquidation payment with respect to any of its capital stock,
including the common stock.
Liquidation Rights
Upon any voluntary or involuntary liquidation, dissolution, or winding up
of ML&Co., the holders of its common stock will be entitled to receive, after
payment of all of its debts, liabilities and of all sums to which holders of
any preferred stock may be entitled, all of the remaining assets of ML&Co.
Voting Rights
Except as pertaining to preferred stock (including the Special Voting
Shares), the holders of the common stock currently possess exclusive voting
rights in ML&Co. The Board of Directors of ML&Co. may, however, give voting
power to any preferred stock which may be issued in the future. Each holder of
common stock is entitled to one vote per share with respect to all matters.
There is no cumulative voting in the election of directors. Actions requiring
approval of shareholders generally require approval by a majority vote of
outstanding shares.
The Board of Directors of ML&Co. is currently comprised of 11 directors,
divided into three classes, the precise number of members to be fixed from
time to time by the Board of Directors. The directors of the class elected at
each annual election hold office for a term of three years, with the term of
each class expiring at successive annual meetings of shareholders.
Rights to Purchase Series A Junior Preferred Stock
Under the Amended and Restated Rights Agreement, adopted on December 2,
1997 (the "Rights Agreement"), preferred purchase rights were distributed to
holders of common stock. The preferred purchase rights are attached to each
outstanding share of common stock and will attach to all subsequently issued
shares. The preferred purchase rights entitle the holder to purchase fractions
of a share ("Units") of Series A junior preferred stock at an exercise price
of $300 per Unit, subject to adjustment from time to time as provided in the
Rights Agreement. The exercise price and the number of Units issuable are
subject to adjustment to prevent dilution.
The preferred purchase rights will separate from the common stock ten
days following the earlier of:
o an announcement of an acquisition by a person or group of 15% or
more of the outstanding common stock of ML&Co.; or
o the commencement of a tender or exchange offer for 15% or more of
the shares of common stock of ML&Co. outstanding.
If, after the preferred purchase rights have separated from the common
stock,
o ML&Co. is the surviving corporation in a merger with an acquiring
party,
o a person becomes the beneficial owner of 15% or more of the common
stock,
o an acquiring party engages in one or more defined "self-dealing"
transactions, or
o an event occurs which results in the acquiring party's ownership
interest being increased by more than 1%,
then, in each case, each holder of a preferred purchase right will have the
right to purchase Units of Series A junior preferred stock having a value
equal to two times the exercise price of the preferred purchase right. In
addition, preferred purchase rights held by or transferred in certain
circumstances by an acquiring party may immediately become void.
In the event that, at any time,
o ML&Co. is acquired in a merger or other business combination
transaction and ML&Co. is not the surviving corporation,
o any person consolidates or merges with ML&Co. and all or part of
ML&Co.'s common stock is converted or exchanged for securities, cash
or property of any other person, or
o 50% or more of ML&Co.'s assets or earning power is sold or
transferred,
each holder of a right will have the right to purchase common stock of the
acquiring party having a value equal to two times the exercise price of the
preferred purchase right.
The preferred purchase rights expire on December 2, 2007. The preferred
purchase rights are redeemable at the option of a majority of the independent
directors of ML&Co. at $.01 per right at any time until the tenth day
following an announcement of the acquisition of 15% or more of the common
stock.
The foregoing provisions of the Rights Agreement may have the effect of
delaying, deferring or preventing a change in control of ML&Co.
The certificate of designations of the Series A junior preferred stock
provides that the holders of Units of the Series A junior preferred stock will
be entitled to receive quarterly dividends in an amount to be determined in
accordance with the formula set forth in the certificate of designations.
These dividend rights are cumulative. The Series A junior preferred stock rank
junior in right of payment of dividends to the 9% Preferred Stock and to all
other preferred stock issued by ML&Co., unless the terms of any other
preferred stock provide otherwise. The holders of Units of the Series A junior
preferred stock will have one vote per Unit on all matters submitted to the
shareholders of ML&Co., subject to adjustment. If at any time dividends on any
Units of the Series A junior preferred stock are in arrears for a number of
periods, whether or not consecutive, which in the aggregate is equivalent to
six calendar quarters, then during that period of default, the holders of all
Units, voting separately as a class, will have the right to elect two
directors to the Board of Directors of ML&Co. Additionally, whenever quarterly
dividends or other dividends or distributions payable on the Series A junior
preferred stock are in arrears, ML&Co. shall not, among other things, declare
or pay dividends on or make any other distributions on, or redeem or purchase
or otherwise acquire for consideration any shares or capital stock of ML&Co.
which ranks junior in right of payment to the Series A junior preferred stock,
including the common stock. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of ML&Co., the holders of outstanding
Units of the Series A junior preferred stock will be entitled to receive a
distribution in an amount to be determined in accordance with the formula set
forth in the certificate of designations before the payment of any
distribution to the holders of common stock. The Units of Series A junior
preferred stock are not redeemable. As of the date of this prospectus, there
are no shares of Series A junior preferred stock outstanding.
Material Charter Provisions
ML&Co.'s restated certificate of incorporation provides that, except
under specified circumstances, ML&Co. may not merge or consolidate with any
one or more corporations, joint-stock associations or non-stock corporations;
sell, lease or exchange all or substantially all of its property and assets or
dissolve without the affirmative vote of two-thirds of the entire Board of
Directors of ML&Co. and the holders of a majority of the outstanding shares of
common stock entitled to vote. Additionally, ML&Co.'s restated certificate of
incorporation provides that specified business combinations involving ML&Co.
and an interested shareholder or an affiliate or associate of that shareholder
must be approved by 80% of the voting power of the outstanding shares of
capital stock of ML&Co. entitled to vote generally in the election of
directors. The vote of 80% of the voting power of the voting stock referred to
in the immediately preceding sentence is required for amendment of these
provisions. ML&Co.'s restated certificate of incorporation also provides that
only the Board of Directors of ML&Co. has the authority to call special
shareholder meetings.
The foregoing provisions of ML&Co.'s restated certificate of
incorporation may have the effect of delaying, deferring or preventing a
change in control of ML&Co.
SELLING SHAREHOLDERS
All of the selling shareholders are former equity owners of HHG. The
selling shareholders acquired their shares under the terms of an Agreement and
Plan of Merger, dated as of June 6, 2000, pursuant to which ML&Co. acquired
HHG in July 2000. The shares were issued in exchange for HHG shares and in
connection with the termination of the HHG employee benefits plan. The table
below sets forth each selling shareholder's affiliation with ML&Co. and the
aggregate number of shares of common stock owned by each selling shareholder
prior to any offering of shares of our common stock pursuant to this
prospectus.
The selling shareholders may sell any or all of their shares indicated
below on the NYSE, in the over-the-counter market, on any other securities
exchange on which shares of common stock are listed or traded, in privately
negotiated transactions or otherwise. Shares will be sold at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Transferees of these shareholders or other
persons acquiring shares, may also use this prospectus.
The selling shareholders will receive all of the net proceeds from the
sale of shares and will pay any underwriting discounts and selling
commissions. There can be no assurance that the selling shareholders will sell
all or any portion of the shares offered by this prospectus.
Number of
Beneficially Shares
Owned Prior to
Name of Beneficial Owner HHG Office/Position Shelf Offering (1)
Ackerman, Tom Employee 2,836
Adler, Todd Employee 1,481
Alpert, Keith Employee 4,256
Auger, Benjamin Employee 25,536
Areman, Stephen Employee 1,481
Bahl, Miles Employee 1,481
Baker, Andrew Employee 34,050
Barrett, William Employee 19,862
Barry, Peter Employee 2,836
Bartoletta, Neal Employee 2,836
Battaglia, Thomas Employee 5,674
Berger, Adam Employee 4,256
Bloch, Melvyn Employee 40,860
Botfeld, Barry Former Employee 7,092
Bradley, Kenneth Vice President and CFO 10,330
Brady, Dan Employee 1,418
Briscoe, Chris Employee 4,256
Buccarelli, John Employee 2,836
Castellano, Raffelina Employee 11,350
Christofilis, Charles Senior Vice President, 24,118
General Counsel and
Secretary
Connolly, Donna Employee 25,536
Cordilone, Linda Employee 7,092
Corrao, James Jr. Employee 35,468
Critelli, Anthony Employee 5,674
Cullen, Ronald Employee 4,256
Curley, John T. Jr. Employee 12,768
Curley, James G. Employee 25,536
Curley, John Sr. Employee 92,220
DaPonte, Andy Senior Vice President 25,536
De Lauro, Alan Senior Vice President 25,536
Delf, Harry Employee 1,418
Diaz, David Employee 1,418
DiStefano, Jack Employee 14,186
Duddie, Michael Employee 8,512
Duncan, Betty Employee 14,186
Dunchus, Gary Employee 21,444
Everloff, Kathleen Employee 1,418
Fasone, Anthony Employee 63,844
Feder, Arthur B. Employee 11,350
Fenimore, John Senior Vice President 19,862
Ferino, Bill Employee 1,418
Ford, Robert Employee 2,836
Frazzitta, Joseph IRA Senior Vice President 4,256
and CAO
Geduld, Emanuel E. Chairman, President and 4,972,438
CEO
Geduld, Irwin Executive Vice President 1,940,568
Geduld, Steven Employee 11,896
Geraci, Anthony Executive Vice President 124,852
Gilchrist, John Employee 12,768
Gisehaltz, Rebecca Employee 2,836
Goldsmith, Jeff Employee 2,836
Gordon, Howard Employee 2,836
Gottesman, Joseph Employee 39,724
Gottlieb, John Employee 5,674
Graulich, Karl Employee 56,750
Hagan, Edward Employee 8,512
Hammer, Ron Employee 17,024
Hartwyk, Paul Employee 28,374
Herzog, David Employee 440
Herzog, John H. Chairman Emeritus 1,798,902
Herzog, Victoria Employee 400
Hodge, Bob Employee 2,836
Hurvich, Lawrence Employee 7,092
Ingrassia, Mike Employee 1,418
Jaeger, Frank Employee 8,512
Kaplan, Charles Employee 1,418
Keene, Allan Employee 2,836
Keene, Steven Employee 2,836
Kilgallen, Kevin Employee 7,092
Lampach, Jay Employee 8,512
Leahy, William Employee 14,186
Lease, William Vice President 17,024
Leitzes, Martin IRA Employee 14,186
Lentini, Alfonse Employee 4,256
Logan, Jerome Joseph Vice President 168,262
Mahoney, James Employee 7,092
Malespina, James Employee 42,562
Mandel, Danny Employee 8,512
Mayer, Ken Employee 1,418
Mayers, Scott Employee 4,256
McCaffrey, Kevin Employee 1,418
Meselsohn, Gary Employee 11,350
Minkoff, David Employee 2,836
Morano, Gerard Employee 8,512
Morton, Carol S. Employee 2,836
Nelson, Steve Vice President 1,418
Nickas, Angelo Employee 11,350
Niejadik, Kenneth Employee 1,418
Neustein, Charles Employee 1,418
Occhiogrosso, Tom Employee 1,418
Ong Yu, Janet Employee 2,836
Pento, Christopher Employee 1,418
Perlstein, Myron Employee 5,674
Petrik, Gerard Employee 5,674
Reddington, James Employee 5,674
Richman, Jill Employee 2,836
Rothman, Martin Employee 1,418
Russo, John Employee 4,256
Sadtler, Stephen Employee 5,674
Schepp, Craig Employee 2,836
Schupak, Lenny Employee 1,418
Semon, Daniel Employee 18,444
Sheppard, Stuart Employee 31,212
Sparks, Robert Employee 11,350
Stanley, Charles Employee 17,024
Steinmetz, Joyce Employee 1,418
Stewart, Brian Employee 1,418
Tarantino, Joseph Employee 7,094
Tarantino, Joseph IRA Employee 8,512
Tartell, Jodi Employee 11,290
Terrio, Richard Employee 4,256
Tierney, Chris Employee 8,512
Venois, Mary Employee 1,418
Wacht, Harvey Senior Vice President 113,502
Wasserberge, Jacqueline Employee 1,418
Wasserman, Dave Employee 2,836
Weiss, Jeffrey Employee 5,674
Weissman, Robin Employee 4,256
Wenkel, Gerry Employee 1,418
Yager, Elaine Employee 1,418
Zipper, Bradley Employee 152,656
ESOP Common 5,239,232
Jonathan Bloch (Employee) Trust 10,214
John Herzog Family Trust 85,126
Herzog Business Holdings, L.P. 329,154
1997 Irwin Geduld Family Trust 102,718
2000 Irwin Geduld Grantor Retained Annuity Trust I 187,562
2000 Irwin Geduld Grantor Retained Annuity Trust II 187,562
Emanuel E. Geduld 1997 H.H.G. Trust 62,426
Emanuel E. Geduld 2000 GRAT 425,632
(1) The shares offered by this prospectus may be sold by the selling
shareholders from time to time. The number of shares, if any, offered by
each selling shareholder and the corresponding number of shares
beneficially owned by each selling shareholder after each sale will vary
depending upon the terms of the individual sales.
PLAN OF DISTRIBUTION
This prospectus may be used in connection with resales or redistributions
of common stock by a selling shareholder. Such a resale or redistribution may
be effected directly or indirectly through brokers or dealers or in a
distribution by one or more underwriters on a firm commitment or best efforts
basis, on the NYSE, in the over-the-counter market, on any other securities
exchange on which shares of common stock are listed or traded, in privately
negotiated transactions or otherwise, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or at negotiated
prices. Resale or redistribution also may be effected through:
o a block trade, which may involve cross trades, in which the
broker or dealer engaged will attempt to sell the shares as
agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account;
o exchange distributions and/or secondary distributions in
accordance with the rules of the NYSE;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o an offering at other than a fixed price on or through the
facilities of the NYSE or to or through a market maker other
than on the NYSE;
o pledges to lenders as collateral to secure loans, credit or
other financing arrangements and any subsequent foreclosure
thereunder; and
o any other legally available means.
In connection with resales or redistributions of ML&Co. common stock or
otherwise, a selling shareholder may enter into hedging transactions with
brokers, dealers or other financial institutions. In connection with these
transactions, brokers, dealers or other financial institutions may engage in
short sales of the common stock in the course of hedging the positions they
assume with the selling shareholders. A selling shareholder may also enter
into options or other transactions with brokers, dealers or other financial
institutions which require the delivery to that broker, dealer or other
financial institution of common stock which common stock may be resold by such
broker, dealer or other financial institution pursuant to this prospectus. In
effecting sales, brokers or dealers engaged by a selling shareholder may
arrange for other brokers or dealers to participate. Any public offering price
and any discount or concessions allowed or reallowed or paid to dealers may be
changed from time to time. The broker-dealers participating in these resales
or redistributions may be deemed "underwriters" within the meaning of the
Securities Act of 1933, as amended, (the "Securities Act"), and any profit on
the sale of the shares of common stock and any commissions received by these
broker-dealers may be regarded as underwriting commissions under the
Securities Act. The shares of common stock may be sold from time to time at
varying prices determined at the time of sale or at negotiated prices.
ML&Co. will pay all expenses in connection with the registration of the
ML&Co. common stock. The selling shareholders will pay any brokerage or
underwriting commissions and taxes of any kind, including, without limitation,
transfer taxes.
In connection with resales and redistributions, the following information
will, to the extent then required, be provided in the applicable prospectus
supplement: the number of shares to be sold, the purchase price, the public
offering price, if applicable, the name of any underwriter, agent or
broker-dealer, and any applicable commissions, discounts or other items
constituting compensation to underwriters, agents or broker-dealers with
respect to the particular sale or distribution.
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. The address of the SEC's Internet site is provided solely
for the information of prospective investors and is not intended to be an
active link. 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., 20 Broad
Street, New York, New York 10005.
This prospectus summarizes material provisions of contracts and other
documents that we refer you to. Because the prospectus may not contain all the
information that you may find important, you should review the full text of
these documents. We have included copies of these documents as exhibits to our
registration statement of which this prospectus is a part.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file
with them, which means:
o incorporated documents are considered part of the prospectus;
o we can disclose important information to you by referring you to
those documents; and
o information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the documents listed below which were filed
with the SEC under the Exchange Act of 1934 (the "Exchange Act"):
o annual report on Form 10-K for the year ended December 31, 1999;
o quarterly reports on Form 10-Q for the periods ended March 31, 2000
and June 30, 2000; and
o current reports on Form 8-K dated January 25, 2000, March 3, 2000,
March 31, 2000, April 17, 2000, May 3, 2000, May 24, 2000, June 29,
2000, July 18, 2000, August 2, 2000, August 4, 2000, September 13,
2000 and October 6, 2000.
We also incorporate by reference each of the following documents that we
will file with the SEC after the date of this prospectus until this offering
is completed:
o reports filed under Sections 13(a) and (c) of the Exchange Act;
o definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent shareholders'
meeting; and
o any reports filed under Section 15(d) of the Exchange Act.
You should rely only on information contained or incorporated by
reference in this prospectus. We have not, and MLPF&S 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 MLPF&S 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
is accurate as of the date of this prospectus only. Our business, financial
condition and results of operations may have changed since that date.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address: Mr. Lawrence
M. Egan, Jr., Corporate Secretary's Office, Merrill Lynch & Co., Inc., 222
Broadway, 17th Floor, New York, New York 10038, Telephone: (212) 670-0432.
VALIDITY OF COMMON STOCK
The validity of the common stock will be passed upon for ML&Co. by Brown
& Wood LLP, New York, New York.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the Annual Report
on Form 10-K of ML& Co. and subsidiaries for the year ended December 31, 1999
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports (each of which express an unqualified opinion and which report
on the consolidated financial statements includes an explanatory paragraph for
the change in accounting method in 1998 for certain internal-use software
development costs to conform with Statement of Position 98-1), which are
incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein
by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in such Quarterly Reports on Form
10-Q and incorporated by reference herein, they did not audit and they do not
express an opinion on such interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP is not subject to the liability provisions of Section 11 of the
Securities Act for their reports on unaudited interim financial information
because such reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of
Sections 7 and 11 of the Securities Act.
[LOGO
17,100,602 Shares
Merrill Lynch & Co., Inc.
Common Stock
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PROSPECTUS
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October 16, 2000
