Pricing Supplement No. 8
Dated November 16, 2001
(to Prospectus dated August 3,
2000 and Prospectus Supplement
dated September 7, 2000)
Merck & Co., Inc.
Medium-Term Notes, Series D
Floating Rate Notes
| Principal Amount: | $30,000,000 |
|
| Trade Date: | November 16, 2001 |
|
| Settlement Date (Original Issue Date): |
November 28, 2001 |
|
| Stated Maturity: | November 28, 2041 |
|
| Interest Rate Basis: | 3-month LIBOR |
|
| Spread: | Minus 45 basis points |
|
| Initial Interest Rate: | 3-month LIBOR, determined as if the original issue date were an interest reset
date, minus the spread |
|
| Interest Reset Dates: | On the 28th day of November, February, May and August of
each year |
|
| Interest Payment Dates: | The 28th day of November, February, May and August of
each year, commencing February 28, 2002 |
|
| Issue Price: | 100.00% of the principal amount |
|
| Underwriter's Discount: | 1.00% of the principal amount |
|
| Net Proceeds to Merck: | 99.00% of the principal amount |
|
| Calculation Agent: | U.S. Bank Trust National Association |
|
| CUSIP: | 58933NAU3 |
| Optional Repayment Dates: |
The notes will be repaid at the option of the holder on at least 30 days notice on the following optional repayment dates and at the following repayment prices: |
| Optional Repayment Date | Repayment Price |
|
| November 28, 2011 | 99.00% |
|
| November 28, 2014 | 99.25% |
|
| November 28, 2017 | 99.50% |
|
| November 28, 2020 | 99.75% |
|
| November 28, 2023 and November 28 of each third year thereafter until maturity |
100.00% |
| Underwriter: | Merrill Lynch & Co. |
Notes Used as Qualified Replacement Property:
Prospective investors
seeking to treat the notes as “qualified replacement property” for
purposes of Section 1042 of the Internal Revenue Code of 1986, as amended (the
“Code”), should be aware that Section 1042 requires the issuer to meet
certain requirements in order for the notes to constitute qualified replacement
property. In general, qualified replacement property is a security issued by a
domestic “operating corporation” that did not, for the taxable year
preceding the taxable year in which such security was purchased, have
“passive investment income” in excess of 25 percent of the gross
receipts of such corporation for such preceding taxable year (the “Passive
Income Test”). A corporation will be considered an “operating
corporation” if at the time the securities are purchased or before the end
of the replacement period, as defined in Section 1042 of the Code, more than 50
percent of its assets are used in the active conduct of a trade or business. For
these purposes, where the issuing corporation is in control of one or more
corporations or such issuing corporation is controlled by one or more other
corporations, all such corporations are treated as one corporation (the
“Affiliated Group”) for the purposes of computing the amount of
passive investment income for purposes of Section 1042. Merck believes that it
is an “operating corporation” and that less than 25 percent of its
Affiliated Group’s gross receipts is passive investment income for the
taxable year ending December 31, 2000. In making this determination, Merck has
made certain assumptions and used procedures which it believes are reasonable.
However, the calculation and characterization of certain types of income (as
active or passive investment income) in certain of the Affiliated Group’s
finance and insurance companies is not entirely clear as there are no Treasury
regulations or rulings promulgated by the Internal Revenue Service (the
“IRS”) that explain the calculation and characterization of such
income in circumstances similar to those of Merck’s Affiliated Group. Even
if such categories of income were treated as passive investment income, Merck
believes that the
Affiliated Group’s passive investment income did not exceed more than 25 percent of the Affiliated Group’s gross receipts for the taxable year ending December 31, 2000. No assurance can be given as to whether Merck will continue to meet the Passive Income Test. It is, in addition, possible that the IRS may disagree with the manner in which Merck has calculated the Affiliated Group’s gross receipts (incuding the characterization thereof) and passive investment income and the conclusions reached herein. Investors that treat the notes as “qualified replacement property” are subject to special rules regarding their basis and holding period in the notes. Investors should consult their own tax advisors about the operation of the rules relating to qualified replacement property in their particular circumstances.
MERRILL LYNCH & CO.