<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 21, 1998
REGISTRATION NO. 333-59263
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
PRE-EFFECTIVE
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 charter)
<TABLE>
<S> <C>
DELAWARE 13-2740599
(State of Incorporation) (I.R.S. employer identification number)
</TABLE>
------------------------
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)
COPIES TO:
NORMAN D. SLONAKER, ESQ.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement. 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, as amended (the "Securities Act"), 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 462(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 statement 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. / /
------------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
[LOGO]
MERRILL LYNCH
9,500,000 SHARES
MERRILL LYNCH & CO., INC.
COMMON STOCK
This Prospectus relates to up to 9,500,000 shares of Common Stock, par value
$1.33 1/3 per share ("ML&Co. Common Stock"), of Merrill Lynch & Co., Inc. (the
"Company") to be delivered in connection with the exchangeable shares (the
"Exchangeable Shares") of its subsidiary Merrill Lynch & Co., Canada Ltd. ("ML
Exchangeco"), a corporation originally incorporated under the Canada Business
Corporations Act and continued under the Business Corporations Act (Ontario),
which Exchangeable Shares are to be issued in connection with the acquisition of
Midland Walwyn Inc. ("Midland Walwyn"). Pursuant to the terms of the
Exchangeable Shares, the redemption price of such shares may be satisfied in
whole or in part by the delivery of shares of ML&Co. Common Stock.
The outstanding shares of ML&Co. Common Stock are, and the shares offered
hereby will be, listed and principally traded on the New York Stock Exchange
("NYSE") under the symbol "MER". On August 19, 1998, the closing price of ML&Co.
Common Stock as reported on the NYSE was $89 1/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is August 21, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information 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, and at the following Regional Offices of
the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and Northeast Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can 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 and information
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 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 26,
1997, Quarterly Reports on Form 10-Q for the periods ended March 27, 1998 and
June 26, 1998, and Current Reports on Form 8-K dated January 20, 1998, January
30, 1998, February 4, 1998, February 12, 1998, February 23, 1998, March 19,
1998, April 13, 1998, April 29, 1998, May 19, 1998, June 2, 1998, June 3, 1998,
June 15, 1998, June 24, 1998, June 26, 1998, July 2, 1998, July 14, 1998, July
15, 1998 and July 29, 1998 filed pursuant to Section 13 of the Exchange Act, are
hereby incorporated by reference into this Prospectus.
All documents filed by the Company pursuant to Section 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 ML&Co. Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a 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 Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, ON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY
(WITHOUT EXHIBITS OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY REFERENCE) OF
ANY OR ALL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. REQUESTS
FOR SUCH COPIES SHOULD BE DIRECTED TO LAWRENCE M. EGAN, JR., CORPORATE
SECRETARY'S OFFICE, 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, advisory,
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; an underwriter of selected insurance products and a distributor of
investment products of the Merrill Lynch Asset Management group. 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. The Company's asset management and investment management activities are
conducted through the Merrill Lynch Asset Management group and Merrill Lynch
Mercury Asset Management, which together constitute one of the largest asset
management organizations in the world. Merrill Lynch Government Securities Inc.
is a primary dealer in obligations issued or guaranteed by the U.S. Government
and its agencies and its government-sponsored entities. 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, currency, and other over-the-counter derivative transactions
as intermediaries and as principals. The Company's operations in insurance
services consist of the underwriting and sale 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 and purchasing secured loans, providing
currency exchange facilities and other related services, and furnishing trust,
employee benefit, and custodial 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
Because the ML&Co. Common Stock will be issued upon exchange of the
Exchangeable Shares, the Company and its consolidated subsidiaries will receive
no net cash proceeds upon such issuance.
3
<PAGE>
MARKET PRICES AND DIVIDEND POLICY
The ML&Co. Common Stock is listed and principally traded on the NYSE under
the symbol "MER". The ML&Co. Common Stock is also listed on certain other United
States and foreign stock exchanges. There were approximately 18,700 registered
stockholders as of August 19, 1998. The table below sets forth the high and low
sales prices of the ML&Co. Common Stock as reported for NYSE Composite
Transactions and the quarterly cash dividends declared per share of ML&Co.
Common Stock during the periods indicated. The ML&Co. Common Stock prices and
dividends reflect the retroactive effect of a two-for-one stock split, effected
in the form of a 100% stock dividend, paid on May 30, 1997.
<TABLE>
<CAPTION>
PRICE RANGE CASH
----------------------- DIVIDENDS
LOW HIGH DECLARED
---------- --------- -----
<S> <C> <C> <C>
1996
First Quarter.............................................................. $24 11/16 $31 1/4 $.130
Second Quarter............................................................. 28 1/8 34 1/16 .150
Third Quarter.............................................................. 27 1/8 33 3/8 .150
Fourth Quarter............................................................. 32 9/16 42 9/16 .150
1997
First Quarter.............................................................. $39 1/4 $52 $.150
Second Quarter............................................................. 42 1/16 63 7/8 .200
Third Quarter.............................................................. 59 1/16 75 1/8 .200
Fourth Quarter............................................................. 61 1/4 78 3/16 .200
1998
First Quarter.............................................................. $60 7/16 $87 1/4 $.200
Second Quarter............................................................. 82 1/4 100 .240
Third Quarter (through August 19, 1998).................................... 83 1/8 109 1/8 .240
</TABLE>
See the cover page for the closing price for the ML&Co. Common Stock on the
NYSE on August 19, 1998.
It is the present intention of the Company's Board of Directors to continue
to pay regular quarterly cash dividends; however, the declaration and payment of
future dividends will be determined by the Board of Directors in its sole
discretion and will depend upon the earnings, financial condition and capital
needs of the Company and other factors which the Board of Directors deems
relevant.
THE EXCHANGEABLE SHARES
The rights of holders of the Exchangeable Shares, including exchange rights,
will be substantially as set forth in the terms of the Plan of Arrangement
involving Midland Walwyn and the Company ("Plan of Arrangement"), which was
approved by the Ontario Court of Justice pursuant to the Canada Business
Corporations Act, R.S.C. 1985, c. C-44, s192 on August 20, 1998.
4
<PAGE>
DESCRIPTION OF ML&CO. COMMON STOCK
The following description sets forth the general terms of ML&Co. Common
Stock and of the Rights attached thereto. The descriptions set forth below does
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, the Restated Certificate of Incorporation and of the
Amended and Restated Rights Agreement, each of which is filed as an exhibit to
the Registration Statement.
GENERAL
The authorized capital stock of ML&Co. consists of 1,000,000,000 shares of
ML&Co. Common Stock and 25,000,000 shares of preferred stock, par value $1.00
per share, issuable in series ("Preferred Stock"). As of July 31, 1998, there
were 348,250,990 shares of ML&Co. Common Stock outstanding. The ML&Co. Common
Stock is traded on the NYSE under the symbol "MER" and also on the Chicago Stock
Exchange, the Pacific Exchange, the Paris Bourse, the London Stock Exchange and
the Tokyo Stock Exchange.
The ML&Co. Common Stock will be, when issued, fully paid and nonassessable.
Holders thereof have no preemptive rights to subscribe for any additional
securities which may be issued by the Company. The rights of holders of ML&Co.
Common Stock will be subject to, and may be adversely affected by, the rights of
holders of any Preferred Stock that has been issued and may be issued in the
future. As of August 19, 1998, 17,000,000 Depositary Shares, each representing a
one-four-hundredth interest in a share of 9% Cumulative Preferred Stock, Series
A, were outstanding. The Board of Directors of the Company may cause additional
shares of ML&Co. Common Stock or Preferred Stock to be issued to obtain
additional financing, in connection with acquisitions, to officers, directors
and employees of the Company and its subsidiaries pursuant to benefit plans or
otherwise and for other proper corporate purposes.
The Company is the principal transfer agent for the ML&Co. Common Stock.
Because the Company is a holding company, its rights and the rights of
holders of its securities, including the holders of ML&Co. Common Stock, to
participate in the distribution of assets of any subsidiary of the Company upon
the latter's liquidation or recapitalization will be subject to the prior claims
of such subsidiary's creditors and preferred stockholders, except to the extent
the Company may itself be a creditor with recognized claims against such
subsidiary or a holder of preferred stock of such subsidiary.
DIVIDENDS
The Company may pay dividends on the ML&Co. Common Stock out of funds
legally available therefor as, if and when declared by the Board of Directors of
the Company (or a duly authorized committee thereof).
As of the date hereof, subsidiaries of the Company have issued $1.725
billion of perpetual Trust Originated Preferred Securities(Service Mark). In
connection with the issuance of such Trust Originated Preferred
Securities(Service Mark), the Company has agreed, among other things, that if
full distributions on such securities have not been paid or set apart for
payment or the Company is in default of certain related guarantee obligations,
the Company, with certain exceptions, will not declare or pay dividends, make
distributions with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to any of its capital stock, including the
ML&Co. Common Stock.
LIQUIDATION RIGHTS
Upon any voluntary or involuntary liquidation, dissolution, or winding up of
the Company, the holders of ML&Co. Common Stock will be entitled to receive,
after payment of all of its debts, liabilities and of all sums to which holders
of any Preferred Stock may be entitled, all of the remaining assets of the
Company.
5
<PAGE>
VOTING RIGHTS
The holders of the ML&Co. Common Stock currently possess exclusive voting
rights in the Company. However, in connection with the Plan of Arrangement, the
Company expects to issue to a trustee for the benefit of the holders of the
Exchangeable Shares a Special Voting Share carrying voting rights equal to the
number of outstanding Exchangeable Shares from time to time not owned by the
Company and its affiliates. The Board of Directors of the Company may also
specify voting power with respect to any Preferred Stock which may be issued in
the future. Each holder of ML&Co. Common Stock is entitled to one vote per share
with respect to all matters. There is no cumulative voting in the election of
directors. Actions requiring approval of stockholders generally require approval
by a majority vote of outstanding shares.
The Board of Directors of the Company is currently comprised of 14
directors, divided into three classes, the precise number of members to be fixed
from time to time by the Board of Directors. The directors of the class elected
at each annual election hold office for a term of three years, with the term of
each class expiring at successive annual meetings of stockholders.
RIGHTS AGREEMENT
On December 2, 1997, the Board of Directors of the Company approved and
adopted the Amended and Restated Rights Agreement, which amends and restates the
plan that had originally been adopted in December 1987 (the "Rights Agreement").
Under the Rights Agreement, preferred purchase rights (the "Rights") were
distributed to holders of ML&Co. Common Stock. The Rights will separate from the
ML&Co. Common Stock ten days following the earlier of: (a) an announcement of an
acquisition by a person or group ("acquiring party") of 15% or more of the
outstanding common shares of the Company; or (b) the commencement of a tender or
exchange offer for 15% or more of the shares of ML&Co. Common Stock outstanding.
The Rights are attached to each outstanding share of ML&Co. Common Stock and
will attach to all subsequently issued shares, including ML&Co. Common Stock
that may be delivered pursuant to this Prospectus. The Rights entitle the holder
to purchase fractions of a share ("Units") of Series A Junior Preferred Stock,
par value $1.00 per share (the "Series A Junior Preferred Stock") at an exercise
price of $300 per Unit, subject to adjustment from time to time as provided in
the Rights Agreement. The Units are nonredeemable and have voting privileges and
certain preferential dividend rights. The exercise price and the number of Units
issuable are subject to adjustment to prevent dilution.
If, after the Rights have separated, (i) the Company is the surviving
corporation in a merger with an acquiring party, (ii) a person becomes the
beneficial owner of 15% or more of the ML&Co. Common Stock, (iii) an acquiring
party engages in one or more "self-dealing" transactions, or (iv) an event
occurs which results in such acquiring party's ownership interest being
increased by more than 1%, then each holder of a Right will have the right to
purchase, upon exercise, Units of Series A Junior Preferred Stock (or, under
certain circumstances, ML&Co. Common Stock, cash, property or other securities
of the Company) having a value equal to two times the exercise price of the
Right and, in addition, Rights held by, or transferred in certain circumstances
by, an acquiring party may immediately become void. In the event that, at any
time, (i) the Company is acquired in a merger or other business combination
transaction and the Company is not the surviving corporation, or (ii) any person
consolidates or merges with the Company and all or part of the ML&Co. Common
Stock is converted or exchanged for securities, cash or property of any other
person or (iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a right shall thereafter have the right to purchase,
upon exercise, common stock of the acquiring party having a value equal to two
times the exercise price of the Right. The Rights expire on December 2, 2007 and
are redeemable at the option of a majority of the Board of Directors of the
Company at $.01 per Right at any time until the tenth day following an
announcement of the acquisition of 15% or more of the ML&Co. Common Stock.
6
<PAGE>
The foregoing provisions of the Rights Agreement may have the effect of
delaying, deferring or preventing a change in control of the Company.
PLAN OF DISTRIBUTION
The ML&Co. Common Stock covered hereby will be issued in exchange for
Exchangeable Shares, and no broker, dealer or underwriter has been engaged in
connection therewith.
RESALES
If set forth in an applicable Prospectus Supplement, this Prospectus may be
used in connection with resales or redistributions of ML&Co. Common Stock by a
selling stockholder. The selling stockholder may be a person or persons deemed
"affiliates" (each such person, or such persons, pledgees, transferees or other
successors in interest, a "Selling Stockholder") of Midland Walwyn under the
Securities Act of 1933, as amended (the "Securities Act") who acquired the
ML&Co. Common Stock from the Company or an affiliate of the Company. Such a
resale or redistribution may be effected directly or indirectly through brokers
or dealers or in a distribution by one or more underwriters on a firm commitment
or best efforts basis, on the NYSE, in the over-the-counter market, on any other
securities exchange on which shares of ML&Co. Common Stock are listed or traded,
in privately negotiated transactions or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Such a resale or redistribution also may be effected through
a block trade (which may involve cross trades) in which the broker or dealer
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; purchases by a
broker or dealer as principal and resale by such broker or dealer for its own
account; exchange distributions and/or secondary distributions in accordance
with the rules of the NYSE; ordinary brokerage transactions and transactions in
which the broker solicits purchasers; an offering at other than a fixed price on
or through the facilities of the NYSE or to or through a market maker otherwise
than on the NYSE; pledges to lenders as collateral to secure loans, credit or
other financing arrangements and any subsequent foreclosure thereunder; and any
other legally available means. In connection with resales or redistributions of
ML&Co. Common Stock or otherwise, a Selling Shareholder may enter into hedging
transactions with brokers, dealers or other financial institutions. In
connection with such transactions, brokers, dealers or other financial
institutions may engage in short sales of the ML&Co. Common Stock in the course
of hedging the positions they assume with the Selling Shareholder. A Selling
Shareholder may also sell the ML&Co. Common Stock short and redeliver shares to
close out such short positions. A Selling Shareholder may also enter into option
or other transactions with brokers, dealers or other financial institutions
which require the delivery to such broker, dealer or other financial institution
of ML&Co. Common Stock covered hereby which ML&Co. Common Stock may be resold by
such broker, dealer or other financial institution pursuant to this Prospectus.
In effecting sales, brokers or dealers engaged by a Selling Stockholder may
arrange for other brokers or dealers to participate. Any public offering price
and any discount or concessions allowed or reallowed or paid to dealers may be
changed from time to time. The broker-dealers participating in such a resale or
redistribution may be deemed "underwriters" within the meaning of the Securities
Act, and any profit on the sale of the shares of ML&Co. Common Stock and any
commissions received by any such broker-dealers may be regarded as underwriting
commissions under the Securities Act. The shares of ML&Co. Common Stock may be
sold from time to time at varying prices determined at the time of sale or at
negotiated prices.
The Company will pay all expenses in connection with the registration of the
ML&Co. Common Stock. The Selling Stockholder will pay any brokerage or
underwriting commissions and taxes of any kind (including, without limitation,
transfer taxes).
In connection with resales and redistributions, the following information
will, to the extent then required, be provided in the applicable Prospectus
Supplement: the number of shares to be sold, the purchase price, the public
offering price, if applicable, the name of any underwriter, agent or broker-
7
<PAGE>
dealer, and any applicable commissions, discounts or other items constituting
compensation to underwriters, agents or broker-dealers with respect to the
particular sale or distribution.
EXPERTS
The consolidated financial statements and related financial statement
schedules of the Company and its subsidiaries included in the Company's 1997
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 26, 1997 included
in the 1997 Annual Report on Form 10-K, and incorporated by reference herein,
has 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 report included in each such Quarterly Report 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 report 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 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 Act.
VALIDITY OF ML&CO. COMMON STOCK
The validity of the ML&Co. Common Stock offered hereby is being passed upon
for the Company by Brown & Wood LLP, New York, New York.
8
<PAGE>
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- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCE CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
Merrill Lynch & Co., Inc. ................................................ 3
Use of Proceeds........................................................... 3
Market Prices and Dividend Policy......................................... 4
The Exchangeable Shares................................................... 4
Description of ML&Co. Common Stock........................................ 5
Plan of Distribution...................................................... 7
Resales................................................................... 7
Experts................................................................... 8
Validity of ML&Co. Common Stock........................................... 8
</TABLE>
[LOGO]
MERRILL LYNCH & CO., INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
AUGUST 21, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION(1)
<TABLE>
<S> <C>
Registration Fee.................................................................. $ 289,183
Fees and Expenses of Counsel...................................................... 30,000
Fees and Expenses of Accountants.................................................. 7,700
Printing and Engraving............................................................ 30,000
Stock Exchange Listing Fees....................................................... 101,600
Miscellaneous..................................................................... 41,517
---------
Total........................................................................... $ 500,000
---------
---------
</TABLE>
- ------------------------
(1) All amounts, other than the registration fee, are estimated and are subject
to future contingencies.
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 such
person is or was a director, officer, employee or agent of the corporation 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 such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
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 full extent authorized
or permitted law.
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 claim 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.
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<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are filed herewith or incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------- -------------------------------------------------------------------------------------------------------
<C> <S>
4.1 Restated Certificate of Incorporation of Registrant, dated April 28, 1998. (1)
4.2 Amended and Restated Bylaws of Registrant, effective as of April 15, 1997. (2)
4.3 Amended and Restated Rights Agreement, dated as of December 2, 1997 between the Registrant and
ChaseMellon Shareholder Services, L.L.C. (3)
4.4 Form of certificate representing Common Stock. (4)
5* Opinion of Brown & Wood LLP as to the legality of the Registrant's Common Stock being registered
hereby.
23.1* Consent of Brown & Wood LLP with respect to the legality of securities being registered (contained in
Exhibit 5).
23.2* Consent of Deloitte & Touche LLP, independent auditors with respect to financial statements of the
Registrant.
24.1* Power of Attorney (included on page II-4)
</TABLE>
- ------------------------
* Previously filed.
(1) Incorporated by reference to Exhibit 3(i) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 27, 1998.
(2) Incorporated by reference to Exhibit 3(i) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 28, 1997.
(3) Incorporated by reference to Exhibit 4 to the Registrant's Current Report on
Form 8-K dated December 2, 1997.
(4) Incorporated by reference to Exhibit 4 (uuuu) to the Registrant's
Registration Statement on Form S-3 (File No. 333-44173).
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(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;
(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; and
(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 the undertakings set forth in paragraphs (1)(i) and (1)(ii)
above do
II-2
<PAGE>
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference into the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 such Act and is,
therefore, unenforceable. In the event that such 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 it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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 21st day of
August, 1998.
MERRILL LYNCH & CO., INC.
BY: /S/ E. STANLEY O'NEAL
-----------------------------------------
E. Stanley O'Neal
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this amendment to the
Registration Statement has been signed below by the following persons in the
capacities indicated on the 21st day of August, 1998.
SIGNATURE TITLE
- ------------------------------ ---------------------------
* Chairman of the Board,
- ------------------------------ Chief Executive Officer
(David H. Komansky) and Director
* President, Chief Operating
- ------------------------------ Officer and Director
(Herbert M. Allison, Jr.)
Executive Vice President
/s/ E. STANLEY O'NEAL and Chief Financial
- ------------------------------ Officer (Principal
(E. Stanley O'Neal) Financial Officer)
* Senior Vice President and
- ------------------------------ Controller (Principal
(Michael J. Castellano) Accounting Officer)
* Director
- ------------------------------
(W.H. Clark)
* Director
- ------------------------------
(Jill K. Conway)
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<PAGE>
SIGNATURE TITLE
- ------------------------------ ---------------------------
* 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)
<TABLE>
<S> <C>
/s/ E. STANLEY O'NEAL
---------------------------------------
E. Stanley O'Neal
*By: (ATTORNEY-IN-FACT)
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------- ------------------------------------------------------------------------------------------------
<C> <S> <C>
4.1 Restated Certificate of Incorporation of Registrant, dated April 28, 1998. (1)
4.2 Amended and Restated Bylaws of Registrant, effective as of April 15, 1997. (2)
4.3 Amended and Restated Preferred Shares Rights Agreement, dated as of December 2, 1997 between the
Registrant and ChaseMellon Shareholder Services, L.L.C. (3)
4.4 Form of certificate representing Common Stock. (4)
5* Opinion of Brown & Wood LLP as to the legality of the Registrant's Common Stock being registered
hereby.
23.1* Consent of Brown & Wood LLP with respect to the legality of securities being registered
(contained in Exhibit 5).
23.2* Consent of Deloitte & Touche LLP, independent auditors with respect to financial statements of
the Registrant.
24.1* Power of Attorney (included on page II-4)
</TABLE>
- ------------------------
* Previously filed.
(1) Incorporated by reference to Exhibit 3(i) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 27, 1998.
(2) Incorporated by reference to Exhibit 3(i) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 28, 1997.
(3) Incorporated by reference to Exhibit 4 to the Registrant's Current Report on
Form 8-K dated December 2, 1997.
(4) Incorporated by reference to Exhibit 4 (uuuu) to the Registrant's
Registration Statement on Form S-3 (File No. 333-44173).
II-6
