<PAGE>
As filed with the Securities and Exchange Commission on January 6, 1994
Registration No. 33-_______
Registration No. 33-48846
(Post-Effective Amendment No. 1)
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Form S-8
REGISTRATION STATEMENT
and
POST-EFFECTIVE AMENDMENT NO. 1
to
REGISTRATION STATEMENT
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
- ------------------------------------- ------------- ----------- -------------- ------------
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 $27,670.20
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) In accordance with Rule 457(h), the filing fee is based on the
maximum number of the registrant's securities issuable under the
plan that are covered by this Registration Statement.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers 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 this Registration Statement and Post-Effective
Amendment to Registration Statement 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. The Post-Effective Amendment constitutes
Post-Effective Amendment No. 1 to Registration Statement No. 33-48846 and
shall become effective upon filing in accordance with Section 8(c) of the
Securities Act of 1933 and Rule 464 promulgated thereunder.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended. These
documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report of Merrill Lynch & Co., Inc. (the "Company") on
Form 10-K for the year ended December 25, 1992, Quarterly Reports on Form
10-Q for the quarters ended March 26, 1993, June 25, 1993 and September
24, 1993, Form 8-A/A dated October 11, 1993 and Current Reports on Form
8- K dated January 25, 1993, January 26, 1993, January 28, 1993, February
1, 1993, February 22, 1993, March 1, 1993, March 19, 1993, April 13,
1993, April 15, 1993, April 22, 1993, April 27, 1993, April 29, 1993,
June 24, 1993, June 28, 1993, July 7, 1993, July 13, 1993, July 27, 1993,
September 8, 1993, September 13, 1993, September 23, 1993, October 7,
1993, October 11, 1993, October 15, 1993, October 27, 1993, December 17,
1993, December 22, 1993, December 27, 1993 and December 30, 1993 filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act"), are hereby incorporated by reference into this
Registration Statement and Post-Effective Amendment to Registration
Statement.
The Annual Report of the Merrill Lynch & Co., Inc. 401(k) Savings &
Investment Plan (the "Plan") on Form 11-K for the fiscal year ended
December 31, 1992, filed pursuant to Section 15(d) of the Exchange Act,
is hereby incorporated by reference into this Registration Statement and
Post-Effective Amendment to Registration Statement.
All documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date hereof and prior to the termination of the offering of the
securities registered pursuant to this Registration Statement and Post-
Effective Amendment to Registration Statement shall be deemed to be
incorporated by reference into this Registration Statement and Post-
Effective Amendment to Registration Statement and to be part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement and Post-Effective Amendment to Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement and Post-Effective Amendment to Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
<PAGE>
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware, as amended, provides that under certain circumstances a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director,
officer, employee or agent of the Company or is or was serving at its
request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Article XIII, Section 2 of the Restated Certificate of
Incorporation of the Company provides in effect that, subject to certain
limited exceptions, the Company shall indemnify its directors and
officers to the extent authorized or permitted by the General Corporation
Law of the State of Delaware. The directors and officers of the Company
are insured under policies of insurance maintained by the Company,
subject to the limits of the policies, against certain losses arising
from any claims made against them by reason of being or having been such
directors or officers. Like indemnification and insurance is also
provided to those employees of the Company who serve as administrators of
the Plan. In addition, the Company has entered into contracts with all
of its directors providing for indemnification of such persons by the
Company to the full extent authorized or permitted by law, subject to
certain limited exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4(a)* Restated Certificate of Incorporation effective April 24, 1987, as
amended April 29, 1993 (incorporated by reference as an exhibit
hereto from Exhibit 3 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 27,
____________
* Not separately filed herewith.
<PAGE>
1987 and from Exhibit 3 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 26, 1993 (File No. 1-7182))
4(b)* By-Laws effective October 25, 1993 (incorporated by reference as
an exhibit hereto from Exhibit 3(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 24, 1993)
4(c)* Form of Common Stock Certificate (incorporated by reference as an
exhibit hereto from Exhibit 4(c) to Registration Statement on Form
S-8 No. 33-41942)
4(d)* Certificate of Designation dated December 17, 1987 regarding
Series A Junior Preferred Stock (incorporated by reference as an
exhibit from Exhibit 3(f) to Registration Statement on Form S-3 No.
33-19975)
4(e)* Certificate of Designation dated March 30, 1988 (incorporated by
reference as an exhibit hereto from Exhibit 3 to ML & Co., Current
Report on Form 8-K dated March 30, 1988 (File No. 1-7182))
4(f)* Rights Agreement, including form of Preferred Stock Purchase
Rights, dated as of December 16, 1987 (incorporated by reference as
an exhibit hereto from Exhibit 1 to ML & Co.'s Current Report on
Form 8-K dated December 16, 1987 (File No. 1-7182))
5(a) Opinion of Brown & Wood re: legality
5(b)* Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code
(incorporated by reference as an exhibit hereto from Exhibit 5 to
Registration Statement on Form S-8 No. 33-48846)
15 * Letter re: unaudited interim financial information (incorporated
by reference as an exhibit hereto from Exhibit 15 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 24,
1993)
23 Consents of Brown & Wood and Deloitte & Touche
24 Power of Attorney (included on page 8)
ITEM 9. UNDERTAKINGS
The undersigned registrants hereby undertake:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
_____________
* Not separately filed herewith
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrants pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
---- ----
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the ML & Co.'s annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, (and, with respect to the Plan, each filing of the Plan's Annual
Report pursuant to Section 15(d) of the Securities Exchange Act of 1934),
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
---- ----
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrants pursuant to the provisions
referred to in Item 6 of this registration statement, or otherwise, the
registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director,
officer or controlling person of the registrants in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel
the matter has been settled by a controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by
them is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<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 DAY
OF DECEMBER, 1993.
Signature Title
--------- -----
/s/ Daniel P. Tully
________________________ Chairman of the Board and Director
(Daniel P. Tully) (Chief Executive Officer)
/s/ Joseph T. Willett
________________________ Senior Vice President,
(Joseph T. Willett) Chief Financial Officer and Controller
<PAGE>
Signature Title
--------- -----
/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)
/s/ John J. Phelan, Jr.
________________________ Director
(John J. Phelan, Jr.)
/s/ Charles A. Sanders
________________________ Director
(Charles A. Sanders)
/s/ William L. Weiss
________________________ Director
(William L. Weiss)
<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
January 6, 1994.
MERRILL LYNCH & CO., INC.
401(k) SAVINGS INVESTMENT PLAN
By: /s/ Daniel C. Rowland
-----------------------
Daniel C. Rowland
Chairman, Administrative Committee
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
5(a) Opinion of Brown & Wood
re: legality
23 Consents of Brown & Wood and Deloitte & Touche
<PAGE>
EXHIBIT 5 (a)
LETTERHEAD OF BROWN & WOOD
January 6, 1994
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281
Dear Sirs:
We have acted as counsel for Merrill Lynch & Co., Inc., a Delaware
corporation, in connection with the filing with the Securities and Exchange
Commission made on or about January 6, 1994 under the Securities Act of 1933,
as amended, of a Registration Statement and Post Effective Amendment on Form S-8
(the "Registration Statement") for the purpose of registering 2,000,000 shares
of Common Stock, par value $1.33 1/3 per share (including Preferred Stock
Purchase Rights (the "Common Stock"), of Merrill Lynch & Co., Inc., together
with such presently indeterminable interests (the "Interests") in the Merrill
Lynch & Co., Inc. 401(k) Savings & Investment Plan (the "Plan"), as may be
purchased with contributions under the Plan. In such capacity, we have
examined the Restated Certificate of Incorporation and By-Laws of Merrill Lynch
& Co., Inc. and such other documents of such corporation as we have deemed
necessary or appropriate for the purposes of the opinion expressed herein.
Based upon the foregoing, we advise you that, in our opinion, (i) the
shares of Common Stock purchased with contributions under the Plan will be
legally issued, fully paid and nonassessable and (ii) the interests, to the
extent such Interests vest to the benefit of the participants in the Plan, will
have been duly and validly authorized and will be valid Interests.
Very truly yours,
/s/ Brown & Wood
<PAGE>
EXHIBIT 23
CONSENT OF COUNSEL
The undersigned hereby consent to the use of their name in the Prospectus
contained in the Registration Statement of Merrill Lynch & Co., Inc. relating to
the Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan.
/s/ Brown & Wood
Brown & Wood
New York, New York
January 6, 1994
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Merrill Lynch & Co., Inc. on Form S-8 of our reports dated February 22, 1993,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Merrill Lynch & Co., Inc. for the year ended December 25, 1992, our report
dated June 11, 1993 appearing in the Annual Report on Form 11-K of the Merrill
Lynch & Co., Inc. 401(k) Savings and Investment Plan, and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
DELOITTE & TOUCHE
New York, New York
January 6, 1994
