<PAGE>
As filed with the Securities and Exchange Commission on January 6, 1994
Registration No. 33-_______
Registration No. 33-33336
(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)
<TABLE>
<S> <C> <C>
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)
</TABLE>
--------------------
MERRILL LYNCH & CO., INC. LONG-TERM INCENTIVE COMPENSATION 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
- ------------------------------------------------------------------------------------------------------
<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)...............40,000,000 $40.125 $1,605,000,000 $553,404.00 (2)
- ------------------------------------------------------------------------------------------------------
</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.
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. 33-33336 filed by the Registrant on Form S-8 on
February 7, 1990. The Post-Effective Amendment constitutes Post-Effective
Amendment No. 1 to Registration Statement No. 33-33336 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.
All documents filed by the Company 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.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
<PAGE>
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, 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)
* Not separately filed herewith.
<PAGE>
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 Opinion of Brown & Wood re: legality
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 registrant hereby undertakes:
(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;
(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.
---- ----
<PAGE>
(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,
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 registrant pursuant to the provisions referred
to in Item 6 of this registration statement, or otherwise, the registrant
has 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
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant 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
registrant will, unless in the opinion of its counsel the matter has been
settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it 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.
/s/ Daniel P. Tully
By: ________________________
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
__________________________________ ____________________
(George B. Harvey) Director
/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
___________________________________ ____________________
(William L. Weiss) Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
5 Opinion of Brown & Wood re: legality
23 Consents of Brown & Wood and Deloitte & Touche
<PAGE>
EXHIBIT 5
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 proposed filing with the Securities and
Exchange Commission expected to be 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 40,000,000 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., to be issued pursuant to the Merrill Lynch & Co., Inc. Long
Term Incentive Compensation Plan (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, the
shares of Common Stock issued under the Plan will be legally issued, fully paid
and nonassessable.
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. Long Term Incentive Compensation 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 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
