<PAGE>
Filed Pursuant to Rule 424(B)(3)
Registration No. 333-7593
MERRILL LYNCH INVESTMENT PARTNERS INC.
[LOGO]
ML Principal
Protection L.P.
Monthly Statement February 1998
-------------------------------
[LOGO] Merrill Lynch
<PAGE>
ML Principal Protection L.P.
The Net Asset Value ("NAV") of ML Principal Protection L.P. (the "Fund")
decreased during February. Please see the accompanying summary financial
information for the NAV of your series of Units.
--------------------------
John W. Henry & Company, Inc. ("JWH"), one of the Fund's trading advisors, has
notified the Fund of the following personnel changes:
Mr. Christopher E. Deakins is the director of investor services of JWH. Mr.
Deakins is responsible for general business development and oversees the
investor services function. Prior to joining JWH in August 1995, he was a vice
president, national sales, and a member of the Management Team for RXR Capital
Management, Inc. His responsibilities consisted of business development,
institutional sales, and broker-dealer support. Prior to joining RXR in August
1986, he was engaged as an account executive for Prudential-Bache Securities
starting in February 1985. Prior to that, Mr. Deakins was an account executive
for Merrill Lynch. He received a B.A. in Economics from Hartwick College.
Ms. Florence Y. Sofer is director of marketing of JWH. She is responsible for
the development and implementation of strategic marketing and communications
programs. Ms. Sofer joined JWH as a marketing manager in June 1997 from GAM
Funds, Inc. where she was a marketing manager from June 1994 to May 1997. From
October 1993 to June 1994, Ms. Sofer relocated from Washington D.C. to New York,
New York. Prior to that she was a senior marketing analyst with MCI
Telecommunications, Inc. from May 1992 to October 1993. She received her B.A. in
Economics and International Relations from The American University and an M.B.A.
with an emphasis in marketing from George Washington University.
Mr. David R. Bailin is no longer an executive vice president or principal of JWH
effective February 5, 1998.
Mr. Michael D. Gould is no longer director of investor services or principal of
JWH effective February 5, 1998.
Mr. Chris J. Lautenslager is no longer a vice president or principal of JWH
effective February 5, 1998.
Mr. William B. Kelley is a vice president of JWH effective February 9, 1998.
<PAGE>
Mr. Robert B. Lendrim is a vice president of JWH effective February 9,
1998.
1998 Year-to-Date
Gross Total Trading Results*
Through February 28
<TABLE>
<CAPTION>
Agriculture $ 411,555
<S> <C>
Currencies (1,622,343)
Energy 275,920
Financial Instruments 780,937
Metals 271,147
Stock Indices (300,775)
Total $ (183,559)
</TABLE>
*Before deduction of any fees and charges
FOR THE EXCLUSIVE USE OF INVESTORS IN ML PRINCIPAL PROTECTION L.P. THIS MONTHLY
REPORT IS NOT AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES. AN OFFER CAN ONLY BE MADE BY A CURRENT PROSPECTUS, AS SUPPLEMENTED,
TOGETHER WITH SUMMARY FINANCIAL INFORMATION FOR THE FUND CURRENT WITHIN 60 DAYS.
THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT RISK FACTORS, PERFORMANCE
AND OTHER ASPECTS OF THE FUND AND MUST BE READ CAREFULLY BEFORE INVESTING.
FUTURES TRADING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
THIS MONTHLY REPORT MUST NOT BE REPRODUCED OR DISTRIBUTED IN ANY MANNER.
<PAGE>
ML Principal Protection L.P.
February 28, 1998
Statement of Changes
in Net Asset Value
<TABLE>
<CAPTION>
<S> <C>
Net Asset Value (1,004,776.37 Units) at
January 31, 1998 $107,071,311
Net Income/(Loss) for February 1998 (603,272)
Redemptions of 30,392.80 Units (3,263,944)
------------
Net Asset Value (974,383.57 Units) at
February 28, 1998 $103,204,095
============
Net Asset Value at February 28, 1998
Series A Units $ 113.25*
============
Series B Units $ 108.70*
============
Series C Units $ 107.70*
============
Series D Units $ 109.48*
============
Series E Units $ 108.94*
============
Series F Units $ 103.85*
============
Series G Units $ 106.08*
============
Series H Units $ 106.17*
============
Series K Units $ 104.23
============
Series L Units $ 101.51
============
Series M Units $ 103.05
============
Series N Units $ 99.37
============
</TABLE>
* The Net Asset Value per Unit does not include the annual
distributions paid to Unitholders.
================================================================================
Statement of Income/(Loss)
<TABLE>
<CAPTION>
<S> <C>
February
-------------
Revenues:
Realized Profit/(Loss) $ 925,961
Change in Unrealized Profit/(Loss) (1,317,078)
-------------
Total Trading Results (391,117)
Interest Income 475,440
-------------
Total Revenues 84,323
Expenses:
Brokerage Commissions 522,475
Administrative Fees 14,928
Allocation of New Profit Share 158,310
-------------
Total Expenses 695,713
-------------
Net Income/(Loss) Before Minority Interest (611,390)
-------------
Minority Interest 8,118
-------------
Net Income/(Loss) $ (603,272)
=============
</TABLE>
<PAGE>
To the best of the knowledge and belief of the undersigned the information
contained in this report is accurate and complete.
/s/ Michael A. Karmelin
-----------------------
Michael A. Karmelin
Chief Financial Officer
Merrill Lynch Investment Partners Inc.
<PAGE>
Please notify the following of any address changes:
Merrill Lynch Investment Partners Inc.
Merrill Lynch World Headquarters
South Tower
World Financial Center
New York, New York 10080-6106
1-800-765-0995
