As filed with the Securities and Exchange Commission on November 20, 1997
Registration No. 333-36651
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 1 to
FORM S-3
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 (I.R.S. Employer Identification No.)
jurisdiction of
incorporation or
organization)
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)
------------
MARK B. GOLDFUS, ESQ.
Associate General Counsel
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281-1334
(212) 449-2827
(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 resales of common stock 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
<TABLE>
<CAPTION>
====================================================================================================================================
Title of securities Amount to Proposed maximum Proposed maximum aggregate Amount of
to be registered be registered offering price per share offering price registration fee(2)
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value
$1.33-1/3 per share,
(including Preferred Stock
Purchase Rights)
(1)............ 4,600,000 shares $71.3125(2) $328,037,500(2) $99,405.30(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.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PROSPECTUS
133,089 Shares
MERRILL LYNCH & CO., INC.
Common Stock
-------------
This Prospectus relates to the resale of up to 133,089 shares (the "Shares")
of Common Stock, par value $1.33-1/3 per share ("Common Stock"), of Merrill
Lynch & Co., Inc. (the "Company"), by the former owners of Hotchkis and Wiley
L.P. ("Selling Shareholders"). See "Selling Shareholders", "Plan of
Distribution", and "Use of Proceeds".
The Shares will not be offered through an underwriter. The Selling Shareholders
have advised the Company that they intend to sell their Shares by means of
ordinary broker's transactions or block trades on the New York Stock Exchange or
any other exchange on which the Common Stock of the Company is listed from time
to time, in the over-the-counter market or in private sales, at market prices
prevailing at the time of such sales or negotiated prices and that selling
brokers will be paid usual and customary commissions. All expenses relating to
the registration and listing of the Shares are being borne by the Company, but
the brokerage commissions and other expenses of sale incurred by a Selling
Shareholder will be borne by such Selling Shareholder.
-------------
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.
-------------
The date of this Prospectus is November __, 1997.
<PAGE>
TABLE OF CONTENTS
Page
----
Available Information........................................................2
Incorporation of Certain Documents by Reference..............................2
Merrill Lynch & Co., Inc. ...................................................3
Use of Proceeds..............................................................3
Selling Shareholders.........................................................3
Plan of Distribution.........................................................4
Description of Common Stock..................................................4
Experts......................................................................5
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, Quarterly Reports on Form 10-Q for the quarters ended March 28, 1997, June
27, 1997, and September 26, 1997, and Current Reports on Form 8-K dated January
13, 1997, January 27, 1997, February 25, 1997, March 14, 1997, April 15, 1997,
May 2, 1997, May 30, 1997, June 3, 1997, July 16, 1997, July 30, 1997, August 1,
1997, September 24, 1997, September 29, 1997, October 15, 1997, October 29,
1997, and November 20, 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 Lawrence M. Egan, Jr., Assistant
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 International 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 net proceeds to the Selling Shareholders from the sale of the Shares
will be the proceeds of sale less any brokerage commissions paid by the Selling
Shareholders. The Company will receive no part of the proceeds from the sale of
the Shares offered hereby.
SELLING SHAREHOLDERS
All of the Selling Shareholders are former equity owners of Hotchkis and
Wiley L.P. or related parties. The table below sets forth each Selling
Shareholder's affiliation with the Company, the aggregate number of shares of
Common Stock owned by each Selling Shareholder prior to this offering and the
aggregate number of shares that may be offered by each Selling Shareholder under
this prospectus.
3
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Selling Number of shares beneficially
Shareholder Affiliation with Company owned prior to this offering(1) Number of shares offered hereby
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Special Assistant to the
Company's Capital Management
George Wiley(2) Group ("CMG") 12,070 12,070
- --------------------------------------------------------------------------------------------------------------------------
Chairman of the Hotchkis and
John F. Hotchkis Wiley Division of CMG 32,709 31,999
- --------------------------------------------------------------------------------------------------------------------------
Gail Bardin Managing Director - CMG 18,040 17,804
- --------------------------------------------------------------------------------------------------------------------------
Michael F. Baxter Managing Director - CMG 22,541 22,255
- --------------------------------------------------------------------------------------------------------------------------
George Davis Managing Director - CMG 22,491 22,255
- --------------------------------------------------------------------------------------------------------------------------
Roger DeBard Managing Director - CMG 27,021 26,706
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Consists of (i) the Shares offered hereby, which were issued on November
12, 1997, under the terms of the purchase agreement, dated June 19, 1996
(the "Purchase Agreement"), pursuant to which Merrill Lynch acquired
Hotchkis and Wiley in November 1996, and (ii) other shares beneficially
owned as of September 1, 1997.
(2) Reference to, and information concerning, George Wiley includes the
following related parties: George Wiley Inc., a California corporation,
and Marilyn M. Wiley, his spouse, as trustee for various testamentary
trusts.
Assuming all of the shares are sold pursuant to this offering and no
additional shares are acquired by the Selling Shareholders, then each Selling
Shareholder will own the number of shares indicated parenthetically next to
his/her name: George Wiley (0); John F. Hotchkis (710); Gail Bardin (236);
Michael F. Baxter (286); George Davis (236); Roger DeBard (315). It is not
expected that any Selling Shareholder will own 1% or more of the Company's
Common Stock after completion of the offering.
PLAN OF DISTRIBUTION
The Shares will not be offered through an underwriter. The Selling
Shareholders have advised the Company that they intend to sell their Shares by
means of ordinary broker's transactions or block trades on the New York Stock
Exchange or any other exchange on which the Common Stock is listed from time to
time, in the over-the-counter market or in private sales, at market prices
prevailing at the time of such sales or negotiated prices and that selling
brokers will be paid usual and customary commissions. All expenses relating to
the registration and listing of the Shares are being borne by the Company, but
the brokerage commissions and other expenses of sale incurred by a Selling
Shareholder will be borne by such Selling Shareholder.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 500,000,000 shares
of Common Stock 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 September 26, 1997, there were
17,000,000 Depositary Shares issued, each representing a one four-hundredth
interest in a share of the Company's 9%
4
<PAGE>
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 September 26, 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
September 26, 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).
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.
5
<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 of which are
payable by the Company. All the amounts shown are estimates, except the
registration fee.
Registration fee $99,405*
Fees and expenses of accountants 3,000
Fees and expenses of counsel 2,500
Printing expenses 1,000
Miscellaneous 3,000
------------
Total $108,905
============
*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-I
<PAGE>
Item 16. 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 (File No. 1-7182)).
4(c) By-Laws of the Company, effective as of April 15, 1997 (incorporated
by reference to Exhibit 3(ii) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 28, 1997 (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 Counsel.
*15 Letter re: unaudited interim financial information.
*23(a) Consent of Counsel (included as part of Exhibit 5).
+23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on Page II-4).
* Previously filed.
+ 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 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.
II-2
<PAGE>
(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 amendment to the
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 20th day
of November, 1997.
MERRILL LYNCH & CO., INC.
By: /s/ Joseph T. Willett
-------------------------------------------
Joseph T. Willett
Senior Vice President
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities indicated on the 20th day of November, 1997.
Signature Title
--------- -----
* Chairman of the Board, Chief
- --------------------------------------- Executive Officer and Director
(David H. Komansky)
* President, Chief Operating
- --------------------------------------- Officer and Director
(Herbert M. Allison, Jr.)
* Senior Vice President
- --------------------------------------- Chief Financial Officer (Principal
(Joseph T. Willett) Financial Officer)
* Senior Vice President and Controller
- --------------------------------------- (Principal Accounting Officer)
(Michael J. Castellano)
*
- --------------------------------------- Director
(William O. Bourke)
*
- --------------------------------------- Director
(W.H. Clark)
II-4
<PAGE>
Signature Title
--------- -----
*
- --------------------------------------- Director
(Jill K. Conway)
*
- --------------------------------------- Director
(Stephen L. Hammerman)
*
- --------------------------------------- Director
(Earle H. Harbison, Jr.)
*
- --------------------------------------- Director
(George B. Harvey)
*
- --------------------------------------- Director
(William R. Hoover)
*
- --------------------------------------- Director
(Robert P. Luciano)
*
- --------------------------------------- Director
(David K. Newbigging)
*
- --------------------------------------- Director
(Aulana L. Peters)
*
- --------------------------------------- Director
(John J. Phelan, Jr.)
*
- --------------------------------------- Director
(John L. Steffens)
*
- --------------------------------------- Director
(William L. Weiss)
* By: /s/ Joseph T. Willett
---------------------------------------
Joseph T. Willett
Attorney-in-fact
II-5
<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 (File No. 1-7182)).
4(c) By-Laws of the Company, effective as of April 15, 1997 (incorporated
by reference to Exhibit 3(ii) to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 28, 1997 (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 Counsel.
* 15 Letter re: unaudited interim financial information.
*23(a) Consent of Counsel (included as part of Exhibit 5).
+23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on Page II-4).
* Previously filed.
+ Filed herewith.
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-3 of our reports dated
February 24, 1997, appearing in or incorporated by reference in the Annual
Report on Form 10-K of the Company for the year ended December 27, 1996 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 the Stockholders of the Company.
Deloitte & Touche LLP
November 20, 1997
New York, New York
