AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1996
REGISTRATION NO. 33-65135
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MERRILL LYNCH & CO., INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-2740599
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
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)
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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)
COPY TO:
PAUL C. PRINGLE, ESQ.
BROWN & WOOD
555 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104
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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 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.[X]
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THIS POST-EFFECTIVE AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT SHALL
HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933 OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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ITEM 16. LIST OF EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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1(a) --Form of Underwriting Agreement among the Company and the
Underwriter.
1(b) --Form of Registration Agreement among the Company, SunAmerica Inc.,
the Selling Stockholder and the Underwriter.
4(a) --Senior Indenture, dated as of April 1, 1983, as amended and
restated, between the Company and Chemical Bank (successor by merger
to Manufacturers Hanover Trust Company), incorporated herein by
reference to Exhibit 99(c) to Registrant's Registration Statement on
Form 8-A dated July 20, 1992.
4(b) --Form of Ninth Supplemental Indenture to the Senior Indenture between
the Company and Chemical Bank (successor by merger to Manufacturers
Hanover Trust Company).
4(c) --Form of certificate representing the STRYPES.
5 --Opinion of Brown & Wood.
10 --Form of Stock Agreement among the Company, the ML&Co. Subsidiary and
the Selling Stockholder.
23(a) --Consent of Deloitte & Touche LLP.*
23(b) --Consent of Brown & Wood (included in Exhibit 5).
99 --Report of Deloitte & Touche LLP with respect to certain financial
data appearing in the Registration Statement.*
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*Previously filed.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective
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 5th day of June, 1996.
MERRILL LYNCH & CO., INC.
/s/ Joseph T. Willet
By __________________________________
JOSEPH T. WILLET
(Senior Vice President and Chief
Financial Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 5TH DAY OF JUNE, 1996.
SIGNATURE TITLE
/s/ Daniel P. Tully* Chairman of the Board,
- ------------------------------------- Chief Executive Officer
(DANIEL P. TULLY) and Director
/s/ David H. Komansky* President, Chief
- ------------------------------------- Operating Officer and
(DAVID H. KOMANSKY) Director
/s/ Joseph T. Willet* Senior Vice President
- ------------------------------------- and Chief Financial
(JOSEPH T. WILLETT) Officer (Principal
Financial Officer)
/s/ Michael J. Castellano* Senior Vice President
- ------------------------------------- and Controller
(MICHAEL J. CASTELLANO)
/s/ William O. Burke* Director
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WILLIAM O. BURKE
/s/ Worley H. Clark* Director
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(WORLEY H. CLARK)
/s/ Jill K. Conway* Director
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(JILL K. CONWAY)
II-3
SIGNATURE TITLE
/s/ Stephen L. Hammerman* Director
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(STEPHEN L. HAMMERMAN)
/s/ Earle H. Harbison, Jr.* Director
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(EARLE H. HARBISON, JR.)
/s/ George B. Harvey* Director
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(GEORGE B. HARVEY)
/s/ William R. Hoover* Director
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(WILLIAM R. HOOVER)
/s/ Robert P. Luciano* Director
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(ROBERT P. LUCIANO)
/s/ Aulana L. Peters* Director
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(AULANA L. PETERS)
/s/ John J. Phelan, Jr.* Director
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(JOHN J. PHELAN, JR.)
/s/ William L. Weiss* Director
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(WILLIAM L. WEISS)
/s/ Joseph T. Willett
*By: ________________________________
JOSEPH T. WILLETT
(ATTORNEY-IN-FACT)
II-4
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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1(a) --Form of Underwriting Agreement among the Company and
the Underwriter.
1(b) --Form of Registration Agreement among the Company,
SunAmerica Inc., the Selling Stockholder and the
Underwriter.
4(a) --Senior Indenture, dated as of April 1, 1983, as
amended and restated, between the Company and Chemical
Bank (successor by merger to Manufacturers Hanover
Trust Company), incorporated herein by reference to
Exhibit 99(c) to Registrant's Registration Statement
on Form 8-A dated July 20, 1992.
4(b) --Form of Ninth Supplemental Indenture to the Senior
Indenture between the Company and Chemical Bank
(successor by merger to Manufacturers Hanover Trust
Company).
4(c) --Form of certificate representing the STRYPES.
5 --Opinion of Brown & Wood.
10 --Form of Stock Agreement among the Company, the ML&Co.
Subsidiary and the Selling Stockholder.
23(a) --Consent of Deloitte & Touche LLP.*
23(b) --Consent of Brown & Wood (included in Exhibit 5).
99 --Report of Deloitte & Touche LLP with respect to
certain financial data appearing in the Registration
Statement.*
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*Previously filed.