<PAGE>
As filed with the Securities and Exchange Commission on January 14, 1994
Registration No. 33-51829
(Post-Effective Amendment No. 1)
Registration No. 33-48846
(Post-Effective Amendment No. 2)
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Form S-8
POST-EFFECTIVE AMENDMENTS
to
REGISTRATION STATEMENTS
under
THE SECURITIES ACT OF 1933
------------------
MERRILL LYNCH & CO., INC.
(Exact name of registrant as specified in its charter)
DELAWARE MERRILL LYNCH WORLD 13-2740599
(State or other jurisdiction HEADQUARTERS (I.R.S. Employer
of incorporation or organization) NORTH TOWER Identification No.)
WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10281
(Address of Principal Executive Offices)
-----------------
MERRILL LYNCH & CO., INC. 401(k) SAVINGS & INVESTMENT PLAN
(Full title of the plan)
-----------------
ROSEMARY T. BERKERY, ESQ., Associate General Counsel
Merrill Lynch & Co., Inc.
Merrill Lynch World Headquarters
North Tower, World Financial Center
New York, New York 10281-1334
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (212) 449-6990
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Proposed
Maximum Proposed
Offering Maximum Amount of
Title of Securities Amount to Price Aggregate Registration
to be Registered be Registered Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.33 1/3 per
share (including Pre-
ferred Stock Purchase
Rights) (1)..................... 2,000,000 $40.125 $80,250,000 (2)
Interests in the Plan............. (3) N/A N/A N/A
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(1) Prior to the occurrence of certain events, the Preferred Stock
Purchase Rights will not be evidenced separately from the Common
Stock; value attributable to such Rights, if any, is reflected in
the market price of the Common Stock.
(2) No additional fee is being paid herewith because no additional
shares are being registered.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, these Post-Effective Amendments also cover an indeterminable
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus to which these Post-Effective Amendments relate is a combined
prospectus and relates to Registration Statement No. 33-48846 filed by
the Registrant on Form S-8 on June 25, 1992 and Registration Statement
No. 33-51829 filed by the Registrant on Form S-8 on January 6, 1994.
These Post-Effective Amendments constitute Post-Effective Amendment No. 2
to Registration Statement No. 33-48846 and Post-Effective Amendment No. 1
to Registration Statement No. 33-51829, and shall become effective upon
filing in accordance with Section 8(c) of the Securities Act of 1933 and
Rule 464 promulgated thereunder.
<PAGE>
INTRODUCTORY NOTE
These Post-Effective Amendments are being filed to replace the signature
pages contained in the Registration Statement (File No. 33-51829) and
Post-Effective Amendment No. 1 (File No. 33-48846).
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
--------------
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement and the Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on the 6th day of
January, 1994.
MERRILL LYNCH & CO., INC.
By: /s/ Daniel P. Tully
-----------------------------
Daniel P. Tully
(Chairman of the Board)
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel P. Tully, Stephen L.
Hammerman and Joseph T. Willett, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to each Registration
Statement amended hereby, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT AND THE POST-EFFECTIVE AMENDMENT HAVE BEEN SIGNED
BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 6TH DAY
OF JANUARY, 1994.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Daniel P. Tully Chairman of the Board and Director
------------------------------- (Chief Executive Officer)
(Daniel P. Tully)
/s/ Joseph T. Willett Senior Vice President,
------------------------------- Chief Financial Officer and
(Joseph T. Willett) Controller
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ William O. Bourke Director
-----------------------------
(William O. Bourke)
/s/ Jill K. Conway Director
-----------------------------
(Jill K. Conway)
/s/ William J. Crowe, Jr. Director
-----------------------------
(William J. Crowe, Jr.)
/s/ Stephen L. Hammerman Director
-----------------------------
(Stephen L. Hammerman)
/s/ Robert A. Hanson Director
-----------------------------
(Robert A. Hanson)
/s/ Earle H. Harbison, Jr. Director
-----------------------------
(Earle H. Harbison, Jr.)
/s/ George B. Harvey Director
-----------------------------
(George B. Harvey)
/s/ Robert P. Luciano Director
-----------------------------
(Robert P. Luciano)
Director
-----------------------------
(John J. Phelan, Jr.)
/s/ Charles A. Sanders Director
-----------------------------
(Charles A. Sanders)
/s/ William L. Weiss Director
-----------------------------
(William L. Weiss)
</TABLE>
<PAGE>
The Plan: Pursuant to the requirements of the Securities Act of 1933,
--------
the Administrative Committee (the persons who administer the employee
benefit plan) has duly caused this Registration Statement and the
Post-Effective Amendment to be signed on its behalf by the undersigned
thereunto duly authorized, in The City of New York, State of New York, on
6th day of January, 1994.
MERRILL LYNCH & CO., INC.
401(k) SAVINGS INVESTMENT PLAN
By: /s/ Daniel C. Rowland
---------------------------
Daniel C. Rowland
Chairman, Administrative Committee
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
--------------
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused these Post-Effective Amendments to Registration
Statements to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on the 14th day
of January, 1994.
MERRILL LYNCH & CO., INC.
By: /s/ Joseph T. Willett
-----------------------------
Joseph T. Willett
Senior Vice President,
Chief Financial Officer and
Controller
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THESE
POST-EFFECTIVE AMENDMENTS TO REGISTRATION STATEMENTS HAVE BEEN SIGNED
BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 14TH
DAY OF JANUARY, 1994.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Daniel P. Tully* Chairman of the Board and Director
------------------------- (Chief Executive Officer)
(Daniel P. Tully)
/s/ Joseph T. Willett Senior Vice President,
------------------------- Chief Financial Officer and Controller
(Joseph T. Willett)
William O. Bourke* Director
-------------------------
(William O. Bourke)
Jill K. Conway* Director
-------------------------
(Jill K. Conway)
William J. Crowe, Jr.* Director
-------------------------
(William J. Crowe, Jr.)
Stephen L. Hammerman* Director
-------------------------
(Stephen L. Hammerman)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Robert A. Hanson* Director
--------------------------
(Robert A. Hanson)
Earle H. Harbison, Jr.* Director
--------------------------
(Earle H. Harbison, Jr.)
George B. Harvey* Director
--------------------------
(George B. Harvey)
Robert P. Luciano* Director
--------------------------
(Robert P. Luciano)
Director
--------------------------
(John J. Phelan, Jr.)
Charles A. Sanders* Director
--------------------------
(Charles A. Sanders)
William L. Weiss* Director
--------------------------
(William L. Weiss)
* By /s/ Joseph T. Willett
---------------------------
Joseph T. Willett
(Attorney-in-fact)
</TABLE>
<PAGE>
The Plan: Pursuant to the requirements of the Securities Act of 1933,
--------
the Administrative Committee (the persons who administer the employee
benefit plan) has duly caused these Post-Effective Amendments to
Registration Statements to be signed on its behalf by the undersigned
thereunto duly authorized, in The City of New York, State of New York, on
the 14th day of January, 1994.
MERRILL LYNCH & CO., INC.
401(k) SAVINGS INVESTMENT PLAN
By: /s/ Daniel C. Rowland
-----------------------------
Daniel C. Rowland
Chairman, Administrative Committee
