<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 27, 1996
REGISTRATION NO. 333-
-----------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
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 IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281
(212) 449-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------
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)
--------
MERRILL LYNCH & CO., INC. LONG-TERM INCENTIVE COMPENSATION PLAN
FOR MANAGERS AND PRODUCERS
(FULL TITLE OF THE PLAN)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE OFFERING PRICE(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.33-1/3 per share,
(including Preferred Stock
Purchase Rights) (1) 20,000,000 $82.625 $1,652,500,000 $500,757.58
</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) Calculated in accordance with Rule 457(c), based on the average of the
high and low prices of the Common Stock reported in the consolidated
reporting system on December 23, 1996.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 directors 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.
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 29, 1995, Quarterly Reports on Form 10-Q
for the quarters ended March 29, 1996, June 28, 1996 and September 27, 1996 and
Current Reports on Form 8-K dated January 17, 1996, January 22, 1996,
February 7, 1996, February 29, 1996, March 1, 1996, March 12, 1996, March 18,
1996, April 1, 1996, April 15, 1996, May 1, 1996, May 13, 1996, May 15, 1996,
May 28, 1996 (as amended by Form 8-K/A filed June 7, 1996), July 9, 1996,
July 16, 1996, July 31, 1996, August 12, 1996, October 15, 1996, and
October 30, 1996 filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference
into this 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 shall be deemed to be incorporated by reference into
this 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 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.
The authorized capital stock of the Company consists of 500,000,000
shares of Common Stock, par value $1.33-1/3 per share, and 25,000,000 shares of
preferred stock, par value $1.00 per share, issuable in series ("Preferred
Stock"). The holders of shares of Common Stock are entitled to one vote for
each share held and each share of Common Stock is entitled to participate
equally in dividends out of funds legally available therefor, as and when
declared by the Board of Directors, and in the distribution of assets in the
event of liquidation. The shares of Common Stock have no preemptive or
conversion rights, redemption provisions or sinking fund provisions. The
outstanding shares of Common Stock are, and the shares offered hereby will be,
duly and validly issued, fully paid and nonassessable. Each share is eligible
to participate under the Rights Agreement referenced below and, to the extent
specified therein, to purchase certain securities upon the occurrence of
certain events specified in the Rights Agreement.
The Board of Directors of the Company, without further action by
stockholders, has the authority to issue shares of Preferred Stock from time to
time in one or more series and to fix the powers (including voting power),
designations, preferences as to dividends and liquidation, and relative,
participating, optional, or other special rights and the qualifications,
limitations, or restrictions thereof. As of December 27, 1996, there were
17,000,000 Depositary Shares issued each representing a one-four hundredth
interest in a share of the Company's 9% Cumulative Preferred Stock, Series A
(the "9% Preferred Stock"). The 9% Preferred Stock is a single series
consisting of 42,500 shares with an aggregate liquidation preference of
$425,000,000. As of December 27, 1996, there were 42,500 shares of 9%
Preferred Stock outstanding. As of December 27, 1996, there were 3,000 shares
of the Company's Remarketed Preferred StockSM, Series C (the "RP-Registered
Trademark-Stock") issued, of which 1,938 were outstanding. From time to time,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") may occasionally
acquire a temporary position in the Depositary Shares and
2
<PAGE>
shares of RP Stock. As of December 27, 1996, the Depositary Shares and shares
of RP Stock held by MLPF&S for the purpose of resale was not material. The 9%
Preferred Stock and RP Stock have dividend and liquidation preference over the
Common Stock and over the Series A Junior Preferred Stock issuable pursuant to
a Rights Agreement dated as of December 16, 1987 between ML & Co. and The Chase
Manhattan Bank (successor by merger to Manufacturers Hanover Trust Company).
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 or she 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 or
her in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she 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 or her 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 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 July 22, 1996 (incorporated
by reference to Exhibit 3(i) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 28, 1996 (File No. 1-7182)).
4(d) Form of Rights Agreement, dated as of December 16, 1987, between the
Company and The Chase Manhattan 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).
3
<PAGE>
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 Opinion of Brown & Wood LLP.
15 Letter re: unaudited interim financial information.
23(a) Consent of Brown & Wood LLP (included as part of Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on page 5).
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.
(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 registrant'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 herein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering hereof.
(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.
4
<PAGE>
SIGNATURES
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
27th day of December, 1996.
MERRILL LYNCH & CO., INC.
By: /s/ Daniel P. Tully
---------------------------
Daniel P. Tully
(CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel P. Tully, David H. Komansky,
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 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 r 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 27th DAY OF DECEMBER, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Daniel P. Tully
- ----------------------------------- Chairman of the Board,
(Daniel P. Tully) Chief Executive Officer and
Director
/s/ David H. Komansky
- ----------------------------------- President, Chief Operating
(David H. Komansky) Officer and Director
/s/ Joseph T. Willett
- ----------------------------------- Senior Vice President and
(Joseph T. Willett) Chief Financial Officer
(Principal Financial Officer)
/s/ Michael J. Castellano
- ----------------------------------- Senior Vice President and
(Michael J. Castellano) Controller (Principal
Accounting Officer)
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S>
<C>
/s/ William O. Bourke
- ------------------------- Director
(William O. Bourke)
/s/ W.H. Clark
- ------------------------- Director
(W.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)
/s/ William R. Hoover
- ------------------------------ Director
(William R. Hoover)
/s/ Robert P. Luciano
- ------------------------------- Director
(Robert P. Luciano)
/s/ David K. Newbigging
- -------------------------------- Director
(David K. Newbigging)
- -------------------------------- Director
(Aulana L. Peters)
- -------------------------------- Director
(John J. Phelan, Jr.)
/s/ William L. Weiss
- -------------------------------- Director
(William L. Weiss)
</TABLE>
6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
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 July 22, 1996
(incorporated by reference to Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 28,
1996 (File No. 1-7182)).
4(d) Form of Rights Agreement, dated as of December 16, 1987,
between the Company and The Chase Manhattan 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 Opinion of Brown & Wood LLP.
15 Letter re: unaudited interim financial information.
23(a) Consent of Brown & Wood LLP (included as part of Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on page 5).
7
<PAGE>
[LETTERHEAD] EXHIBIT 5
December 26, 1996
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281
Dear Ladies and Gentlemen:
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 December
26, 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 20,000,000 shares of Common Stock, par value $1.33 1/3 per share
(including Preferred Stock Purchase Rights) (the "Common Stock") which may be
issued under the Merrill Lynch & Co., Inc. Long-Term Incentive Compensation
Plan for Managers and Producers (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, the shares
of Common Stock issued under the Plan will be legally issued, fully paid and
nonassessable.
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,
Brown & Wood LLP
<PAGE>
Exhibit 15
December 27, 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 for the periods ended March 29, 1996 and March 31, 1995, June
28, 1996 and June 30, 1995 and September 27, 1996 and September 29, 1995, as
indicated in our reports dated May 10, 1996, August 9, 1996 and November 8,
1996; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that such reports referred to above, which are included in your
Quarterly Reports on Forms 10-Q for the quarters ended March 29, 1996, June
28, 1996 and September 27, 1996, are 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.
Deloitte & Touche LLP
New York, New York
<PAGE>
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 26, 1996, appearing in and incorporated by reference in the Annual
Report on Form 10-K of the Company for the year ended December 29, 1995 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 26, 1996, appearing as Exhibit 99(ii) in the Company's Current
Report on Form 8-K dated March 12, 1996, 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 29, 1995
included in the 1995 Annual Report to Stockholders of the Company.
December 27, 1996
Deloitte & Touche LLP
New York, New York
