MERRILL LYNCH GLOBAL HOLDINGS, INC.
SUPPLEMENT DATED AUGUST 11, 1998
TO PROSPECTUS DATED MARCH 5, 1998
The Board of Directors of the Company approved an Agreement and Plan of
Reorganization between the Company and Merrill Lynch Global Growth Fund, Inc.
("Global Growth Fund") pursuant to which the Company would transfer
substantially all of its assets and substantially all of its liabilities to
Global Growth Fund in exchange for newly issued shares of Global Growth Fund,
and thereafter deregister as an investment company under the Investment
Company Act of 1940, as amended, and dissolve in accordance with the laws of
the State of Maryland (the "Reorganization").
The Reorganization is conditioned upon: (i) approval by the Company's
shareholders of the Reorganization, and (ii) the receipt of a favorable
private letter ruling from the Internal Revenue Service concerning the tax
consequences of the Reorganization. A special meeting of shareholders of the
Company will be called to consider and act upon a proposal to approve the
Reorganization. It is currently anticipated that a Notice of the Special
Meeting and a related Proxy Statement and Prospectus will be distributed to
Company shareholders in September, 1998 and that the special meeting will take
place on November 5, 1998. If all of the requisite approvals are obtained, it
is anticipated that the Reorganization will take place as early as possible in
calendar year 1999.
The Company and Global Growth Fund are open-end management investment
companies with similar, though not identical, investment objectives. The
Company seeks to provide shareholders with the highest total investment return
consistent with prudent risk, by investing primarily in an internationally
diversified portfolio of securities. Global Growth Fund seeks to provide
shareholders with long-term growth of capital by investing primarily in a
diversified portfolio of equity securities of issuers located in various
foreign countries and the United States, placing particular emphasis on
companies that have exhibited above-average growth rates in earnings. The
Board of Directors of Global Growth Fund also approved the Reorganization.
If the Reorganization takes place, Company shareholders will receive
shares of that class of shares of Global Growth Fund having the same letter
designation (I.E., Class A, Class B, Class C or Class D) and the same
distribution fees, account maintenance fees, and sales charges (including
contingent deferred sales charges), if any, as the shares of the Company held
by them immediately prior to the Reorganization.
Code# 10244-0398ALL
