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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
MERRILL LYNCH & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 13-2740599
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
</TABLE>
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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)
------------------------------
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)
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, IN CONNECTION
WITH THE EXERCISE OF THE STOCK OPTIONS DESCRIBED HEREIN.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 426(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
- ---------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock, par value
$1.33 1/3 per share,
(including Preferred Stock
Purchase Rights) (1)............................ 1,000,000 $61.875(2) $61,875,000(2) $21,337(2)
</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) Previously paid with Registration Statement No. 333-02275 on Form S-3. No
additional shares are being registered hereby. Pursuant to Rule 429 under
the Securities Act of 1933, this Registration Statement is filed solely to
include an additional plan pursuant to which shares may be issued, and the
Prospectus included herein is a combined Prospectus relating also to
Registration No. 333-02275.
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<PAGE>
PROSPECTUS
1,000,000 SHARES
MERRILL LYNCH & CO., INC.
COMMON STOCK
------------------
This Prospectus relates to up to 1,000,000 shares of Common Stock, par value
$1.33 1/3 per share, including preferred stock purchase rights ("Common Stock"),
of Merrill Lynch & Co., Inc. (the "Company"), which may be offered and sold to
immediate family members of certain Participants in the Merrill Lynch & Co.,
Inc. Long-Term Incentive Compensation Plan ("LTICP") or the Merrill Lynch & Co.,
Inc. Long-Term Incentive Compensation Plan for Managers and Producers ("LTICPMP"
and, together with LTICP, the "Plans"), pursuant to nonqualified stock options
("Stock Options") granted to such Participants under the Plans, some or all of
which may be transferred by Participants to immediate family members in
accordance with the Plans and the grant documents specifying the terms and
conditions of such Stock Options. This prospectus also relates to the offer and
sale of Common Stock pursuant to such Stock Options to the beneficiaries of such
immediate family members, or the executors, administrators or beneficiaries of
their estates, or other persons duly authorized by law to administer the estate
or assets of such persons.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
------------------------
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
------------------------
The date of this Prospectus is April , 1997.
<PAGE>
TABLE OF CONTENTS
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PAGE
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Available Information.................................................................. 2
Incorporation of Certain Documents by Reference........................................ 2
Merrill Lynch & Co., Inc............................................................... 3
Use of Proceeds........................................................................ 3
Description of Common Stock............................................................ 3
Description of the Plans and the Stock Options......................................... 4
Federal Income Tax Consequences........................................................ 8
Experts................................................................................ 9
Legal Opinion.......................................................................... 9
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the following Regional Offices of the Commission: Midwest
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2551 and Northeast Regional Office, Seven World Trade Center, New York,
New York 10048. Copies of such material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Reports, proxy statements, and other information
concerning the Company may also be inspected at the offices of the New York
Stock Exchange, the American Stock Exchange, the Chicago Stock Exchange, and the
Pacific Stock Exchange. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 27,
1996 and Current Reports on Form 8-K dated January 13, 1997, January 27, 1997,
February 25, 1997, and March 14, 1997 filed pursuant to Section 13 of the
Exchange Act, are incorporated by reference herein.
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 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.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON
(WITHOUT EXHIBITS OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY REFERENCE) OF
ANY OR ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
REQUESTS FOR SUCH COPIES MAY BE DIRECTED TO MR. GREGORY T. RUSSO, SECRETARY,
MERRILL LYNCH & CO., INC., 100 CHURCH STREET, 12TH FLOOR, NEW YORK, NEW YORK
10080-6512 (TELEPHONE NUMBER: (212) 602-8435).
2
<PAGE>
MERRILL LYNCH & CO., INC.
Merrill Lynch & Co., Inc. is a holding company that, through its
subsidiaries and affiliates, provides investment, financing, insurance, and
related services on a global basis. Its principal subsidiary, Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("MLPF&S"), one of the largest securities
firms in the world, is a leading broker in securities, options contracts and
commodity and financial futures contracts; a leading dealer in options and in
corporate and municipal securities; a leading investment banking firm that
provides advice to, and raises capital for, its clients; and an underwriter of
selected insurance products. Other subsidiaries provide financial services on a
global basis similar to those of MLPF&S and are engaged in such other activities
as international banking, lending, and providing other investment and financing
services. Merrill Lynch International Incorporated, through subsidiaries and
affiliates, provides investment, financing, and related services outside the
United States and Canada. Merrill Lynch Asset Management, LP and Fund Asset
Management, LP together constitute one of the largest mutual fund managers in
the world and provide investment advisory services. Merrill Lynch Government
Securities Inc. is a primary dealer in obligations issued or guaranteed by the
U.S. Government and its agencies. Merrill Lynch Capital Services, Inc., Merrill
Lynch Derivative Products AG, and Merrill Lynch Capital Markets PLC are the
Company's primary derivative product dealers and enter into interest rate and
currency swaps and other derivative transactions as intermediaries and as
principals. The Company's insurance underwriting operations consist of the
underwriting of life insurance and annuity products. Banking, trust, and
mortgage lending operations conducted through subsidiaries of the Company
include issuing certificates of deposit, offering money market deposit accounts,
making secured loans, and providing foreign exchange trading facilities and
other related services.
The principal executive office of the Company is located at World Financial
Center, North Tower, 250 Vesey Street, New York, New York 10281; its telephone
number is (212) 449-1000.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Common
Stock offered hereby for general corporate purposes.
DESCRIPTION OF COMMON STOCK
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 March 21, 1997, 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
March 21, 1997, there were 42,500 shares of 9% Preferred Stock outstanding. From
time to time, MLPF&S may occasionally acquire a temporary position in the
Depositary Shares. As of March 21, 1997, the Depositary Shares held by MLPF&S
for the purpose of resale was not material. The 9% Preferred Stock has 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).
3
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DESCRIPTION OF THE PLANS AND THE STOCK OPTIONS
THE PLANS
Copies of the Plans are filed as exhibits to the Registration Statement of
which this Prospectus forms a part. The following summary of certain provisions
of the Plans does not purport to be complete and is subject to, and qualified in
its entirety by reference to, all of the provisions of the Plans, including the
definitions therein of certain terms.
The purposes of the Plans are to enhance the growth and profitability of the
Company and its subsidiaries by providing the incentive of long-term rewards to
key employees, to attract and retain employees of outstanding competence and
ability, to encourage long-term stock ownership by employees, and to further
align the interests of such employees with those of stockholders by providing
them with the incentive of long-term rewards through an opportunity for capital
accumulation in the form of a proprietary interest in the Company. The Plans are
not pension, profit-sharing, or stock bonus plans designed to qualify under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or
employee benefit plans subject to any of the provisions of the Employee
Retirement Income Security Act of 1974 (other than a one-time reporting
requirement).
LTICP was adopted by the Board of Directors of the Company on February 27,
1989 and was approved by the stockholders of the Company on April 28, 1989. On
April 22, 1991, the stockholders of the Company approved an increase, to
40,000,000, in the number of shares authorized to be distributed under LTICP. On
January 27, 1992, the Board of Directors of the Company amended LTICP to limit
to 40,000,000 the total number of units payable in cash under LTICP. On October
11, 1993, the Board of Directors of the Company declared a two-for-one stock
split, effected in the form of a 100% stock dividend, payable on November 24,
1993 to the holders of record of shares of Common Stock at the close of business
on October 22, 1993. Therefore, total authorization pursuant to LTICP is
80,000,000 shares of Common Stock and 80,000,000 units payable in cash. As of
December 27, 1996, 10,945,605 shares were available for distribution under LTICP
(net of shares subject to issuance upon the exercise of outstanding Stock
Options), and unexercised Stock Options to purchase 31,906,328 shares of Common
Stock were outstanding under LTICP.
LTICPMP was adopted by the Board of Directors of the Company on December 2,
1996. The total number of shares of Common Stock authorized pursuant to LTICPMP
is 20,000,000. Shares of Common Stock distributed under LTICPMP must be treasury
shares. As of December 27, 1996, 20,000,000 shares were available for
distribution under LTICPMP.
The Plans provide for grants of "Performance Shares," "Performance Units,"
"Restricted Shares," "Restricted Units," "Stock Options," "Stock Appreciation
Rights," and "Other ML & Co. Securities" to eligible employees as the Management
Development and Compensation Committee of the Board of Directors of the Company
(the "Committee") may determine. The Committee determines, after receiving the
recommendations of the management, the employees to whom grants will be made,
when such grants will be made, the size of such grants, and other terms of
grants.
The Plans are administered by the Committee, which is constituted to meet
the requirements of Rule 16b-3 promulgated under the Exchange Act. The Committee
members serve at the pleasure of the Company's Board of Directors. They
presently are Jill K. Conway, who chairs the Committee, Earle H. Harbison, Jr.,
Robert P. Luciano, John J. Phelan, Jr., and William L. Weiss, none of whom is
employed by the Company. The Committee's address is c/o Corporate Secretary,
Merrill Lynch & Co., Inc., 100 Church Street, 12th Floor, New York, New York
10080-6512. In addition to the powers mentioned above, the Committee has the
power to interpret the Plans and to prescribe rules and regulations relating
thereto. Copies of the Plans and additional information about the Plans and the
administrators may be obtained from Linda Teufel, Executive Compensation,
Merrill Lynch & Co., Inc., North Tower, World Financial Center, New York, New
York 10281-1331 (telephone no.: (212) 449-7031).
4
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The Company's Board of Directors or the Committee may modify, amend, or
terminate the Plans at any time, except that, to the extent then required by
applicable law, rule, or regulation, approval of the holders of a majority of
the shares of Common Stock represented in person or by proxy at a meeting of
stockholders will be required to increase the maximum number of shares of Common
Stock available for distribution under LTICP (other than increases due to an
adjustment in accordance with LTICP). No amendment, modification or termination
shall adversely affect the rights of a Participant or Stock Option Transferee
(as defined below) under a grant previously made to him or her without his or
her consent.
THE STOCK OPTIONS
GENERAL
As stated above, the Plans provide for the grant of Nonqualified Stock
Options to purchase shares of Common Stock. At the time of grant, the Committee
establishes the exercise price (which may not be less than 50% of the Fair
Market Value of the underlying Common Stock on the date of grant), the
expiration date (which may not be more than 10 years from the date of grant),
and the times and installments in which the Stock Options may be exercised.
As of the date of this Prospectus, all Stock Options granted under the Plans
have had expiration dates ten years from the date of grant with an exercise
price equal to the Fair Market Value of the Common Stock on the date of grant.
All such grants have provided that the Stock Options become exercisable in equal
annual installments over the four- or five-year period following the date of
grant.
If any change shall occur in or affect shares of Common Stock or Stock
Options on account of a merger, reorganization, stock dividend, stock split or
similar changes, the Committee shall make adjustments in, among other things,
(i) the maximum number of shares of Common Stock available for distribution
under the Plans; (ii) the number of shares reserved for outstanding Stock Option
grants; and (iii) any other terms or provisions of outstanding grants, in order
to preserve the full benefits of such grants.
TRANSFERABILITY
The Plans provide that Stock Options are generally not transferable by a
Participant except by will or the laws of descent and distribution and are
exercisable during the Participant's lifetime only by the Participant.
Notwithstanding the foregoing, under certain circumstances, the Committee may
grant (or sanction by amending an existing grant) Stock Options that may be
transferred by the Participant during his or her lifetime to any member of his
or her immediate family or a trust established for the exclusive benefit of one
or more members of his or her immediate family in order to permit Participants
who receive transferable grants to make a gift of Stock Options to such persons
for estate planning purposes. The term "immediate family" is defined for such
purpose as children, stepchildren and grandchildren, including relationships
arising from legal adoption.
This Prospectus relates to up to 1,000,000 shares of Common Stock of the
Company which may be offered and sold to immediate family members of
Participants in the Plans pursuant to Stock Options that may be transferred to
such immediate family members as described in the immediately preceding
paragraph. This Prospectus also relates to the offer and sale of Common Stock
pursuant to such Stock Options to the beneficiaries of such immediate family
members, or the executors, administrators or beneficiaries of their estates, or
other persons duly authorized by law to administer the estate or assets of such
persons. As used herein, "Stock Option Transferee" refers to an immediate family
member of a Plan Participant (or such person's beneficiary, estate or other
legal representative), or a trust for the benefit of one or more immediate
family members, that has received Stock Options in a valid transfer, and
"Participant Transferor" refers to the Plan Participant who transferred Stock
Options held by a particular Stock Option Transferee.
5
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Upon transfer to a Stock Option Transferee, a Stock Option continues to be
governed by and subject to the terms and limitations of the relevant Plan and
the relevant grant, and the Stock Option Transferee is entitled to the same
rights as the Participant Transferor thereunder, as if no transfer had taken
place. Accordingly, the rights of the Stock Option Transferee are subject to the
terms and limitations of the original grant to the Participant Transferor,
including provisions relating to expiration date, exercisability, exercise price
and forfeiture. For information regarding the terms of a particular Stock Option
grant, Stock Option Transferees may contact Linda Teufel, Executive
Compensation, Merrill Lynch & Co., Inc., North Tower, World Financial Center,
New York, New York 10281-1331 (telephone no.: (212) 449-7031).
Once a Stock Option has been transferred to a Stock Option Transferee, it
may not be subsequently transferred by the Stock Option Transferee except by
will or the laws of descent and distribution. A Stock Option Transferee may
designate in writing to the Company before his or her death one or more
beneficiaries to receive, in the event of his or her death, any rights to which
the Stock Option Transferee would be entitled under the relevant Plan. A Stock
Option Transferee may also designate an alternate beneficiary to receive
payments if the primary beneficiary predeceases the Stock Option Transferee. A
beneficiary designation may be changed or revoked in writing by the Stock Option
Transferee at any time. Changes in beneficiary designation should be sent
(return receipt requested) to the attention of the Secretary, Merrill Lynch &
Co., Inc., 100 Church Street, 12th Floor, New York, New York 10080-6512.
EXERCISE OF STOCK OPTIONS BY STOCK OPTION TRANSFEREES
A Stock Option may be exercised by a Stock Option Transferee at any time
from the time first set by the Committee in the original grant to the
Participant Transferor until the close of business on the expiration date of the
Stock Option. Stock Options generally become exercisable in equal annual
installments over the four- or five-year period following the date of grant.
NOTWITHSTANDING THE FOREGOING, THE STOCK OPTION TRANSFEREE MAY NOT EXERCISE A
STOCK OPTION DURING THE 12-MONTH PERIOD FOLLOWING A HARDSHIP WITHDRAWAL BY THE
PARTICIPANT TRANSFEROR OF ELECTIVE 401(K) DEFERRALS AS DEFINED IN THE MERRILL
LYNCH & CO., INC. 401(K) SAVINGS & INVESTMENT PLAN.
The purchase price of the shares as to which Stock Options are exercised
shall be paid to the Company at the time of exercise (i) in cash, (ii) by
delivering freely transferable shares of Common Stock already owned by the Stock
Option Transferee having a total Fair Market Value on the day prior to the date
of exercise at least equal to the purchase price, (iii) a combination of cash
and shares of Common Stock equal in value to the purchase price, or (iv) by such
other means as the Committee may from time to time determine.
Upon exercise of a Stock Option by a Stock Option Transferee, any federal,
state or local withholding taxes arising from the exercise are the obligation of
the Participant Transferor. The exercise will not be given effect and the Stock
Option Transferee will not be able to sell the underlying shares until the
Company receives confirmation that the Participant Transferor's withholding
obligations, where applicable, have been satisfied. ACCORDINGLY, THE EXERCISE OF
A STOCK OPTION BY A STOCK OPTION TRANSFEREE IS NOT ENTIRELY WITHIN HIS OR HER
CONTROL.
A Stock Option will be deemed exercised on the date the Merrill Lynch
Corporate Secretary's office has received a copy of the Stock Option Exercise
Form (by mail or facsimile transmission), completed in all respects and signed
by the Stock Option Transferee (accompanied by a check and/or shares of Common
Stock, where applicable). The Stock Option shares will generally be transferred
to the Stock Option Transferee as of the day following the date that (i) the
above conditions have been met, (ii) the funds and/ or shares of Common Stock
paid by the Stock Option Transferee in satisfaction of the exercise price have
been received by the Company free and clear of all restrictions, and (iii) the
Company has received confirmation that the Participant Transferor's withholding
obligations have been satisfied.
Once the exercise is completed as described above, stock certificates for
the appropriate number of shares will be delivered to the Stock Option
Transferee or his or her estate or beneficiaries, or such shares
6
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shall be credited to an MLPF&S brokerage account or otherwise delivered in such
manner as the person(s) entitled thereto may direct.
EFFECT OF TERMINATION OF EMPLOYMENT
Because Stock Options transferred to Stock Option Transferees continue to be
governed by the terms of the relevant Plan and the original grant, their
exercisability continues to be affected by the Participant Transferor's
employment status.
If a Participant Transferor terminates employment with the Company for any
reason other than death, all outstanding unexercised Stock Options granted to
such Participant Transferor, including those held by a Stock Option Transferee,
expire on the date of termination of employment, unless the Committee determines
that an extended exercise period is warranted.
Notwithstanding the foregoing, the Disability or Retirement (as such terms
are defined in the Plans) of a Participant Transferor shall not constitute
termination of employment for the purposes of the preceding paragraph, and
accordingly shall not result in the early expiration of outstanding Stock
Options, unless the Committee shall at any time determine that the Participant
Transferor is engaging in or assisting any business that the Committee
determines to be in competition with a business engaged in by the Company, in
which case the Participant Transferor shall be deemed to have terminated
employment.
If a Participant Transferor dies, all unexercised and unexpired Stock
Options granted to such Participant Transferor, including those held by a Stock
Option Transferee, shall become immediately exercisable at any time and from
time to time, but in no event after the expiration dates of such Stock Options.
CHANGE IN CONTROL PROVISIONS
The Plans provide that, in the event of a Change in Control of the Company
(as defined below) and a subsequent termination of the Participant Transferor's
employment without "Cause" or termination of employment by the Participant
Transferor for "Good Reason" as such terms are defined in the Plans, including a
change in responsibilities or a reduction in salary or benefits, payment will be
made for all unexpired Stock Options granted to that Participant Transferor,
including those held by a Stock Option Transferee, as if all conditions of
exercisability had been met. Payment will consist of a cash amount equal to, for
each underlying share of Common Stock, the excess of the Fair Market Value of
Common Stock on the day the Participant Transferor's employment is terminated,
or, if higher, the highest Fair Market Value during the 90-day period preceding
the Change in Control, over the exercise price for the relevant Stock Option.
A "Change in Control" of the Company means: (i) any change in control of a
nature required to be reported under the Commission's proxy rules; (ii) the
acquisition by any person of the beneficial ownership of securities representing
30 percent or more of the combined voting power of the Company's then
outstanding voting securities; (iii) a change in the composition of the Board of
Directors such that, within a period of 2 consecutive years, individuals who at
the beginning of such 2-year period constituted the Board of Directors and any
new directors elected or nominated by at least three-fourths of the directors
who were either directors at the beginning of the 2-year period or were so
elected or nominated, cease for any reason to constitute at least a majority of
the Board of Directors; or (iv) the liquidation of all or substantially all of
the assets of the Company. In addition, if the Company enters into an agreement,
the consummation of which would result in a Change in Control, then a Change in
Control shall be deemed to have occurred with respect to any Participant's
termination without "Cause" or for "Good Reason" occurring after the execution
of such agreement and, if such agreement expires or is terminated prior to
consummation of the Change in Control, before such expiration or termination.
7
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FEDERAL INCOME TAX CONSEQUENCES
Prior to making a transfer of a Nonqualified Stock Option ("NSO"), a
Participant should consult with his or her personal tax advisors concerning the
possible Federal and state gift, estate, inheritance, and generation skipping
tax consequences of such a transfer, as well as state and local income tax
consequences which are not addressed herein. The discussion of Federal income
tax consequences for the Participant and the Stock Option Transferee set forth
below assumes that the transfer of an NSO during a Participant's lifetime is
made by way of gift and no consideration is received therefor.
INCOME TAX CONSEQUENCES FOR PARTICIPANT TRANSFERORS
The Company has been advised by its tax counsel that a Participant who
transfers an NSO by way of gift to an immediate family member will not recognize
income at the time of the transfer. Instead, the Participant will recognize
ordinary compensation income in an amount equal to the excess of the fair market
value of the shares purchased (which will not necessarily be equal to the price
at which such shares are sold, even if sold on the same day as exercise) over
the exercise price at the time the Stock Option Transferee exercises the NSO.
(Special rules may apply to Participants subject to potential liability under
Section 16(b) of the Exchange Act, which may defer the recognition of
compensation income.) Moreover, such income will be subject to payment and
withholding of income and FICA taxes. Normally, Participants will have all
withholding amounts deducted from a margin account maintained by the Participant
with the Company's affiliate, MLPF&S; alternatively, Participants may satisfy
the withholding obligation by writing a check to the Company or by another
method permitted by the Company. Subject to certain limitations, the Company
will generally be entitled to claim a Federal income tax deduction at such time
and in the same amount that the Participant realizes ordinary income. In the
event the Stock Option Transferee exercises the NSO after the death of the
Participant, any such ordinary income will be recognized by the Stock Option
Transferee.
INCOME TAX CONSEQUENCES FOR STOCK OPTION TRANSFEREES
Tax counsel has also advised that a Stock Option Transferee will not
recognize income at the time of the transfer of the NSO since a gift is
specifically excluded from gross income. As described in the preceding
paragraph, the Participant and not the Stock Option Transferee will recognize
ordinary compensation income at the time the Stock Option Transferee exercises
the NSO if the Participant is alive at the date the NSO is exercised. In the
event that the Stock Option Transferee exercises the NSO after the death of the
Participant, any such ordinary income will be recognized by the Stock Option
Transferee. Such income will not be subject to withholding of income tax but
will be subject to withholding of FICA tax unless such income is recognized
after the calendar year of the Participant's death. A Stock Option Transferee
who chooses to exercise an NSO in whole or in part by delivery of other Common
Stock already owned by the Stock Option Transferee should consult with tax
counsel concerning the tax consequences of such a transaction.
INCOME TAX CONSEQUENCES ON SUBSEQUENT SALE OF STOCK
If shares acquired upon exercise of an NSO are later sold or exchanged, then
the difference between the sales price and the Stock Option Transferee's tax
basis for the shares will generally be taxable as long-term or short-term
capital gain or loss (if the stock is a capital asset of the taxpayer) depending
upon whether the stock has been held for more than one year after the exercise
date. If the NSO is exercised by the Stock Option Transferee for cash while the
Participant is alive, the tax basis for the shares in the hands of the Stock
Option Transferee would be the exercise price for the NSO plus the amount of the
income recognized by the Participant Transferor at the time of exercise. If the
NSO is exercised for cash by the Stock Option Transferee after the Participant's
death, the tax basis for the Shares would be the exercise price for the NSO plus
the amount of income recognized upon exercise by the Stock Option Transferee.
8
<PAGE>
Different basis rules will apply if the Stock Option Transferee delivered Common
Stock in payment of all or a portion of the exercise price of the NSO.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included or incorporated by
reference in the Company's 1996 Annual Report on Form 10-K, and incorporated by
reference in this Prospectus, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports incorporated by reference
herein. 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 27, 1996 included in the 1996 Annual Report to
Stockholders of the Company, and incorporated by reference herein, have been
derived from consolidated financial statements audited by Deloitte & Touche LLP,
as set forth in their reports incorporated by reference herein. Such
consolidated financial statements and related financial statement schedules, and
such Selected Financial Data incorporated by reference in this Prospectus and
the Registration Statement of which this Prospectus is a part, have been
incorporated herein by reference in reliance upon such reports of Deloitte &
Touche LLP given upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information for the periods
included in the Quarterly Reports on Form 10-Q which are incorporated herein by
reference, Deloitte & Touche LLP have applied limited procedures in accordance
with professional standards for a review of such information. However, as stated
in their reports included in such Quarterly Reports on Form 10-Q and
incorporated by reference herein, they did not audit and they do not express an
opinion on such interim financial information. Accordingly, the degree of
reliance on their reports on such information should be restricted in light of
the limited nature of the review procedures applied. Deloitte & Touche LLP are
not subject to the liability provisions of Section 11 of the Securities Act of
1933, as amended (the "Securities Act") for any such report on unaudited interim
financial information because any such report is not a "report" or a "part" of
the registration statement prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Securities Act.
LEGAL OPINION
The legality of the shares of Common Stock offered hereby has been passed
upon by Brown & Wood LLP, One World Trade Center, New York, New York 10048,
counsel for the Company. In addition, Brown & Wood LLP has advised the Company
concerning certain Federal income tax consequences related to Stock Options
under the Plans and the transfer and exercise thereof.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the issuance
and distribution of the securities being registered. All the amounts shown are
estimates, except the registration fee.
<TABLE>
<S> <C>
Registration fee.................................................... $ 21,337*
Fees and expenses of accountants.................................... 3,000
Fees and expenses of counsel........................................ 2,500
Blue Sky fees and expenses.......................................... 7,500
Printing expenses................................................... 1,000
Miscellaneous....................................................... 1,000
---------
Total......................................................... $ 36,337
---------
---------
</TABLE>
* Previously paid.
ITEM 15. 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. 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.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
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 (File No. 1-7182)).
4(c) By-Laws of the Company, effective as of December 28, 1996 (incorporated by reference
to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 27, 1996 ("1996 10-K") (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
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 as to legality and tax matters.
+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 II-4).
99(a) Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan, as amended through
October 21, 1996 (incorporated by reference to Exhibit 10(i) to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 27, 1996 (File No.
1-7182)).
99(b) Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan for Managers and
Producers (incorporated by reference to Exhibit 10(xxx) to the Company's 1996 10-K).
</TABLE>
- ------------------------
+ Filed herewith.
ITEM 17. 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
II-2
<PAGE>
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-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant 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 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 15 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 controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by the registrant is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
II-3
<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-3 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 10th day of
April, 1997.
MERRILL LYNCH & CO. , INC.
BY: /S/ DANIEL P. TULLY
-----------------------------------------
Daniel P. Tully
(CHAIRMAN OF THE BOARD AND DIRECTOR)
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 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 10TH DAY OF APRIL, 1997.
SIGNATURE TITLE
- ------------------------------ ---------------------------
/s/ DANIEL P. TULLY Chairman of the Board and
- ------------------------------ Director
(Daniel P. Tully)
/s/ DAVID H. KOMANSKY Chief Executive Officer,
- ------------------------------ President, Chief
(David H. Komansky) Operating Officer and
Director
/s/ JOSEPH T. WILLETT Senior Vice President and
- ------------------------------ Chief Financial Officer
(Joseph T. Willett) (Principal Financial
Officer)
/s/ MICHAEL J. CASTELLANO Senior Vice President and
- ------------------------------ Controller (Principal
(Michael J. Castellano) Accounting Officer)
/s/ HERBERT M. ALLISON, JR. Director
- ------------------------------
(Herbert M. Allison, Jr.)
II-4
<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)
/s/ AULANA L. PETERS Director
- ------------------------------
(Aulana L. Peters)
/s/ JOHN J. PHELAN, JR. Director
- ------------------------------
(John J. Phelan, Jr.)
/s/ JOHN L. STEFFENS Director
- ------------------------------
(John L. Steffens)
/s/ WILLIAM L. WEISS Director
- ------------------------------
(William L. Weiss)
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ------------------------------------------------------------------------------------------------ -----
<C> <S> <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 (File No. 1-7182)).
4(c) By-Laws of the Company, effective as of December 28, 1996 (incorporated by reference to Exhibit
3(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 1996
("1996 10-K") (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 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 as to legality and tax matters.
+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 II-4).
99(a) Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan, as amended through October 21,
1996 (incorporated by reference to Exhibit 10(i) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 27, 1996 (File No. 1-7182)).
99(b) Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan for Managers and Producers
(incorporated by reference to Exhibit 10(xxx) to the Company's 1996 10-K).
</TABLE>
- ------------------------
+ Filed herewith.
<PAGE>
Exhibit 5
[BROWN & WOOD LLP LETTERHEAD]
April 10, 1997
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 April 10,
1997 under the Securities Act of 1933, as amended, of a Registration Statement
on Form S-3 (the "Registration Statement") for the purpose of registering
1,000,000 shares of Common Stock, par value $1.33 1/3 per share (including
Preferred Stock Purchase Rights) (the "Common Stock") of the Company that may be
purchased in accordance with the terms of the Merrill Lynch & Co., Inc.
Long-Term Incentive Compensation Plan and the Merrill Lynch & Co., Inc.
Long-Term Incentive Compensation Plan for Managers and Producers (the "Plans").
In such capacity, we have examined the Restated Certificate of Incorporation and
By-Laws of the Company, the Plans, 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 when issued in accordance with the provisions of the Plans will be
legally issued, fully paid and nonassessable.
It is also our opinion that, under current law, the discussion set forth
under the heading "Federal Income Tax Consequences" in the prospectus, although
general in nature, is an accurate summary of the material federal income tax
consequences related to stock options under the Plans and the transfer and
exercise thereof.
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 LLP
<PAGE>
Exhibit 23(b)
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Registration Statement of
Merrill Lynch & Co., Inc. (the "Company") on Form S-3 of our reports dated
February 24, 1997, appearing in and incorporated by reference in the Annual
Report on Form 10-K of the Company for the year ended December 27, 1996 (the
"Annual Report") and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement. We also consent to
the incorporation by reference in this Registration Statement of our report
dated February 24, 1997, appearing as Exhibit 99 (ii) in the Company's Current
Report on Form 8-K dated March 14, 1997, 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 27, 1996 included
in the 1996 Annual Report to Stockholders of the Company.
/s/ Deloitte & Touche LLP
April 10, 1997
