As filed with the Securities and Exchange Commission on February 12, 1996
REGISTRATION NO. 33-_______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENTS
UNDER
THE SECURITIES ACT OF 1933
------------
MERRILL LYNCH & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2740599
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281-1334
(212) 449-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S 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.
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281-1334
(212) 449-6990
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
- ---------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
PER UNIT PRICE FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.33-1/3 per
share, (including
Preferred Stock
Purchase Rights) (1)..... 2,000,000 $ $ $ (2)
Interests in the Plan.... (3) N/A N/A N/A
===================================================================================================
</TABLE>
(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 be
delivered pursuant to this Registration Statement will be a combined prospectus
relating also to (i) the shares registered hereunder, (ii) to the remaining
unsold shares and Plan interests registered under Registration Statement
No. 33-51829, and (iii) to the remaining unsold shares and plan interests
registered under Registration Statement No. 33-54572 pertaining to the Merrill
Lynch & Co., Inc. 401(k) Savings & Investment Plan (Puerto Rico), which has
been merged with the Plan effective December 1, 1995. This Registration
Statement also constitutes Post-Effective Amendment No. 2 to Registration
Statement 33-51829, which originally became effective on January 6, 1994, and
Post-Effective Amendment No. 1 to Registration Statement 33-54572, which
originally became effective on November 16, 1992. The Post-Effective Amendments
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. Such documents and the documents
incorporated by reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
2
<PAGE>
PART II
INFORMATION 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 30, 1994, Quarterly Reports on Form 10-Q for
the periods ended March 31, 1995 and June 30, 1995, and Quarterly Report on Form
10-Q for the period ended September 29, 1995, as amended by Form 10-Q/A
(Amendment No. 1), and Current Reports on Form 8-K dated January 12, 1995,
January 23, 1995, February 8, 1995, February 9, 1995, March 3, 1995, March 9,
1995, April 18, 1995, May 2, 1995, May 23, 1995, July 18, 1995, July 21, 1995,
August 1, 1995, August 2, 1995, September 19, 1995, October 17, 1995, November
2, 1995, November 27, 1995, January 17, 1996, January 22, 1996, and
February 7, 1996 filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act"), are incorporated by reference herein.
The Annual Reports of the Merrill Lynch & Co., Inc. 401(k) Savings &
Investment Plan (the "Plan") and the Merrill Lynch & Co., Inc. 401(k) Savings &
Investment Plan (Puerto Rico) (which plan has been merged with and into the Plan
effective December 1, 1995), each on Form 11-K for the fiscal year ended
December 30, 1994, filed pursuant to Section 15(d) of the Exchange Act, are
incorporated by reference herein.
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 hereunder
shall be deemed to be incorporated by reference herein 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 hereof 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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.
3
<PAGE>
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 of the Company, as amended April
24, 1987 (incorporated by reference to Exhibit 3(i) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 25, 1992
("1992 10-K") (File No. 1-7182)).
4(b) Certificate of Amendment, dated April 29, 1993, of the Certificate of
Incorporation of the Company (incorporated by reference to Exhibit 3(i)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
March 26, 1993 ("First Quarter 1993 10-Q") (File No. 1-7182)).
4(c) By-Laws of the Company, effective as of October 25, 1993 (incorporated
by reference to Exhibit 3(i) to the Company's Quarterly Report on
Form-10-Q for the quarter ended September 24, 1993 (File No. 1-7182)).
4(d) Form of Rights Agreement, dated as of December 16, 1987, between the
Company and Chemical Bank (successor by merger to Manufacturers Hanover
Trust Company) (incorporated by reference to Exhibit 3(iv) to the 1992
10-K).
4(e) Certificate of Designation of the Company establishing the rights,
preferences, privileges, qualifications, restrictions and limitations
relating to the Company's 9% Cumulative Preferred Stock, Series A
(incorporated by reference to Exhibit 4(iii) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1994
(File No. 1-7182)).
4(f) Certificate of Designation of the Company establishing the rights,
preferences, privileges, qualifications, restrictions and limitations
relating to the Company's Remarketed Preferred Stock, Series C
(incorporated by reference to Exhibit 3(ii) to the First Quarter
1993 10-Q).
4(g) Certificate of Designation of the Company establishing the rights,
preferences, privileges, qualifications, restrictions and limitations
relating to the Company's Series A Junior Preferred Stock (incorporated
by reference to Exhibit 3(f) to the Company's Registration Statement on
Form S-3 (File No. 33-19975)).
5(a) Opinion of Brown & Wood.
5(b) Internal Revenue Service determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code.
5(c) Internal Revenue Service determination letter that the Merrill
Lynch & Co., Inc. 401(k) Savings & Investment Plan (Puerto Rico)
is qualified under Section 401 of the Internal Revenue Code.
15 Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.
23(a) Consent of Brown & Wood (included as part of Exhibit 5(a)).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on page 6).
4
<PAGE>
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;
(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 Company'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.
5
<PAGE>
SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act of 1933,
the Company 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York and State of New York on the 12th day
of February, 1996.
MERRILL LYNCH & CO., INC.
By /s/Daniel P. Tully
----------------------------
DANIEL P. TULLY
(Chairman of the Board and
Chief Executive Officer)
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel P. Tully, Joseph T. Willett and Stephen L.
Hammerman, 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 HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 12TH DAY OF FEBRUARY, 1996.
Signature Title
--------- -----
/s/ Daniel P. Tully Chairman of the Board, Chief
- ------------------------------ Executive Officer and Director
(DANIEL P. TULLY)
/s/ David H. Komansky President, Chief Operating
- ------------------------------ Officer and Director
(DAVID H. KOMANSKY)
/s/ Joseph T. Willett Senior Vice President and Chief
- ------------------------------ Financial Officer (Principal Financial
(JOSEPH T. WILLETT) Officer)
/s/ Michael J. Castellano Senior Vice President and Controller
- ------------------------------
(MICHAEL J. CASTELLANO)
6
<PAGE>
Signature Title
--------- -----
/s/ William O. Bourke Director
- ------------------------------
(WILLIAM O. BOURKE)
/s/ Worley H. Clark Director
- ------------------------------
(WORLEY H. CLARK)
/s/ Jill K. Conway Director
- ------------------------------
(JILL K. CONWAY)
/s/ Stephen L. Hammerman Director
- ------------------------------
(STEPHEN L. HAMMERMAN)
/s/ Earle H. Harbison, Jr. Director
- ------------------------------
(EARLE H. HARBISON, JR.)
/s/ George B. Harvey Director
- ------------------------------
(GEORGE B. HARVEY)
- ------------------------------ Director
(WILLIAM R. HOOVER)
/s/ Robert P. Luciano Director
- ------------------------------
(ROBERT P. LUCIANO)
/s/ Aulana L. Peters Director
- ------------------------------
(AULANA L. PETERS)
/s/ John J. Phelan, Jr. Director
- ------------------------------
(JOHN J. PHELAN, JR.)
/s/ William L. Weiss Director
- ------------------------------
(WILLIAM L. WEISS)
7
<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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York and State of New
York, on the 12th day of February, 1996.
MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
By /s/ Daniel C. Rowland
-------------------------------
DANIEL C. ROWLAND
(Chairman, Administrative Committee)
8
<PAGE>
EXHIBIT INDEX
<TABLE><CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
4(a) Restated Certificate of Incorporation of the Company, as
amended April 24, 1987 (incorporated by reference to Exhibit
3(i) to the Company's Annual Report on Form 10-K for the fiscal
year ended December 25, 1992 ("1992 10-K") (File No. 1-7182)).
4(b) Certificate of Amendment, dated April 29, 1993, of the
Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3(i) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 26, 1993 ("First Quarter
1993 10-Q") (File No. 1-7182)).
4(c) By-Laws of the Company, effective as of October 25, 1993
(incorporated by reference to Exhibit 3(i) to the Company's
Quarterly Report on Form-10-Q for the quarter ended September
24, 1993 (File No. 1-7182)).
4(d) Form of Rights Agreement, dated as of December 16, 1987, between
the Company and Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company) (incorporated by
reference to Exhibit 3(iv) to the 1992 10-K).
4(e) Certificate of Designation of the Company establishing the
rights, preferences, privileges, qualifications, restrictions
and limitations relating to the Company's 9% Cumulative
Preferred Stock, Series A (incorporated by reference to
Exhibit 4(iii) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994 (File No. 1-7182)).
4(f) Certificate of Designation of the Company establishing the
rights, preferences, privileges, qualifications, restrictions
and limitations relating to the Company's Remarketed Preferred
Stock, Series C (incorporated by reference to Exhibit 3(ii) to
the First Quarter 1993 10-Q).
4(g) Certificate of Designation of the Company establishing the
rights, preferences, privileges, qualifications, restrictions
and limitations relating to the Company's Series A Junior
Preferred Stock (incorporated by reference to Exhibit 3(f) to
the Company's Registration Statement on Form S-3
(File No. 33-19975)).
5(a) Opinion of Brown & Wood. 10
5(b) Internal Revenue Service determination letter that the Plan is 11
qualified under Section 401 of the Internal Revenue Code.
5(c) Internal Revenue Service determination letter that the 13
Merrill Lynch & Co., Inc. 401(k) Savings & Investment
Plan (Puerto Rico) is qualified under Section 401 of
the Internal Revenue Code.
15 Letter of Deloitte & Touche LLP regarding unaudited 17
interim financial information.
23(a) Consent of Brown & Wood (included as part of Exhibit 5(a)).
23(b) Consent of Deloitte & Touche LLP. 18
24 Power of Attorney (included on page 6).
9
</TABLE>
Exhibit 5(a)
[LETTERHEAD OF BROWN & WOOD]
February 12, 1996
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 (the "Company"), in connection with the proposed filing with
the Securities and Exchange Commission expected to be made on or about
February 12, 1996 under the Securities Act of 1933, as amended, of a
Registration Statement 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 indeterminable
amount of 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 the Company, the
Plan, and such other documents of the Company 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.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in
the Registration Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood
Exhibit 5(b)
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: JUL 13 1995 13-2740599
File Folder Number:
133003684
MERRILL LYNCH & CO., INC. Person to Contact:
C/O MICHAEL P. SJOGREN, ESQ. MARC TESLER
250 VESEY STREET-34TH FLOOR Contact Telephone Number:
NEW YORK, NY 10281-1334 (718) 488-2254
Plan Name:
MERRILL LYNCH & CO., INC.
401 (K) SAVINGS & INVESTMENT PLAN
Plan Number: 008
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information
on the reporting requirements for your plan. It also describes some events
that automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated Dec. 30, 1994. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This determination is also subject to your adoption of the proposed
amendments submitted in your letter(s) dated June 7, 1995. These proposed
amendments should also be adopted on or before the date prescribed by the
regulations under Code Section 401(b).
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability require-
ments of section 1.401(a)(4)-4(b) of the regulations with respect to those
benefits, rights, and features that are currently available to all
employees
<PAGE>
-2-
MERRILL LYNCH & CO., INC.
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b)
of the regulations with respect to the specific benefits, rights, or
features for which you have provided information.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Exhibit 5(c)
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR DEPARTMENT OF THE TREASURY
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: April 24, 1995 13-2740599
File Folder Number:
133003684
MERRILL LYNCH & CO., INC. Person to Contact:
C/O MICHAEL P. SJOGREN, ESQ. ROSE DESROCHER
250 VESEY STREET-34TH FLOOR Contact Telephone Number:
NEW YORK, NY 10281-1334 (203) 258-2024
Plan Name:
401 (K) SAVINGS & INVESTMENT
Plan (PUERTO RICO)
Plan Number: 011
Dear Applicant:
We have made a favorable determination on your plan, identified
above, based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated December 30, 1994. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code Section 401(b).
This determination letter is applicable for the plan adopted on
October 26, 1992.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
require-
<PAGE>
-2-
MERRILL LYNCH & CO., INC.
ments of section 1.401(a)(4)-4(b) of the regulations with respect to those
benefits, rights, and features that are currently available to all employees
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE>
COMMONWEALTH OF PUERTO RICO
[LOGO] DEPARTMENT OF THE
TREASURY
P.O. Box 3-4515 SAN JUAN PUERTO RICO 00905
BUREAU OF INCOME TAX
Pietrantoni, Mendez & Alvarez
Banco Popular Center-Suite 1420
209 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
Name of Employer : Merrill Lynch & Co., Inc.
Account Number : 13-2740599
Effective Date : January 1, 1993
Name of Plan : Merrill Lynch & Co., Inc.
401(k) Savings & Investment
Plan (Puerto Rico)
Gentlemen:
It is the opinion of this Bureau, based upon the evidence submitted
with your request for ruling, that the plan referred to above meets the
requirements of Section 165(a) of our Income Tax Act of 1954, as amended,
(the "Act") and that the trust established thereunder will be entitled to
exemption from local income taxes. According to Article 165-1(a)(4) of the
Regulations issued under the Act "The law is concerned not so much with the
form of any plan as it is with its effect in operation".
The trust, being exempt under Section 165(a) of our Act, is subject to
the provisions of Section 404, relating to tax on unrelated business
income, as defined in Section 404A, of said Act. It is also required to
file an annual return, on the enclosed Form 480.70, stating specifically
the items of gross income, receipts and disbursements connected thereto,
and any other pertinent information.
<PAGE>
Pietrantoni, Mendez & Alvarez -2-
The contributions to be made by the employer, pursuant to the terms of
the plan, will be subject to the conditions and limitations of Section
23(p)(1) of the Act. The deductibility of such contributions will be
verified upon examination of the employer's return.
The information required by Article 23(p)-2 of the Regulations under
our Act must be submitted annually with the employer's and trust's return.
However, if in a particular taxable year said information has been filed by
the employer and he so notifies the trustee, the trustee, in lieu of the
information required under Article 23(p)-2, may file with the Secretary of
the Treasury the following information: (1) the names and addresses of the
parties to the trust agreement and the date thereof; (2) the taxable year
involved; (3) a copy of the notification from the employer with respect to
the filing of such information; and (4) a request for exemption of the
trust under Section 165(a).
Any amendment to the plan must be notified immediately to this office
so that their tax effect may be determined. Moreover, this office must be
notified immediately in the event of suspension or discontinuance of
contributions by the employer, or termination of the plan (or trust).
No opinion is expressed as to the tax treatment of the above
transactions under any other provision of the Act (and the regulations
thereunder) that may also be applicable thereto, or to the tax treatment of
any condition existing at the time of the transactions, or any effect
resulting therefrom, that is not specifically covered by this ruling. The
opinion expressed herein shall be valid only upon the continued existence
of the facts as submitted for our consideration.
Cordially,
/s/ Dalia M. Velez Irizarry
Dalia M. Velez Irizarry, Acting Chief
Pension Plan Section
HACIENDA AT YOUR SERVICE
Exhibit 15
February 12, 1996
Merrill Lynch & Co., Inc.
World Financial Center
North Tower, 31st Floor
New York, NY 10281
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
consolidated financial information of Merrill Lynch & Co., Inc. and subsidiaries
as of September 29, 1995 and for the nine-month periods ended September 29, 1995
and September 30, 1994 as indicated in our report dated November 10, 1995;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that such report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended September 29, 1995,
as amended by Form 10-Q/A (Amendment No. 1), is incorporated by reference in
this Registration Statement.
We are also aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
New York, New York
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Registration Statement
of Merrill Lynch & Co., Inc. (the "Company") on Form S-8 of our reports dated
February 27, 1995, appearing in and incorporated by reference in the Annual
Report on Form 10-K of the Company for the year ended December 30, 1994 and to
the reference to us under the heading "Experts" in the Prospectus, which is a
part of this Registration Statement. We also consent to the incorporation by
reference in this Registration Statement of our report dated February 27, 1995,
appearing as Exhibit 99(a) in the Company's Current Report on Form 8-K dated
March 9, 1995, relating to the Selected Financial Data under the captions
"Operating Results", "Financial Position" and "Common Share Data" for each of
the five years in the period ended December 30, 1994 included in the 1994 Annual
Report to Stockholders of the Company.
/s/ Deloitte & Touche LLP
New York, New York
February 12, 1996
