As Filed with the Securities and Exchange Commission on September 15, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------------
MERRILL LYNCH & CO., INC. DELAWARE 13-2740599
(Exact name of registrant as specified in (State of incorporation) (I.R.S. employer identification
charter) number)
4 World Financial Center
New York, New York 10080
(212)449-1000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------------
MARK B. GOLDFUS, ESQ.
General Counsel
Corporate Law
Merrill Lynch & Co., Inc.
222 Broadway
New York, New York 10038
(212)670-0180
(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 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, 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. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class Amount to be maximum Maximum aggregate Amount of
of securities to be registered(1) Registered aggregate offering price registration
price per unit fee(2)
- ------------------------------------------------- -------------- -------------- ---------------- ------------
Common stock, par value $1.33 1/3 per share
(including preferred share purchase
rights) (1).............. 17,100,602 shares $68.94 $1,178,915,501 $311,233
-----------
(1) Prior to the occurrence of certain events, the preferred share
purchase rights will not be evidenced separately from the common
stock. The value attributed to these rights, if any, is reflected in
the market price of the common stock.
(2) Calculated in accordance with Rule 457(c) based upon the
average of the high and low prices of the common stock reported in
the consolidated reporting system on September 13, 2000.
-----------
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 this Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
Subject to Completion
Preliminary Prospectus dated September 15, 2000
PROSPECTUS
[LOGO]
17,100,602 Shares
Merrill Lynch & Co., Inc.
Common Stock
The information in this prospectus is not complete and may be changed. The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer and sale is not
permitted.
o The selling shareholders listed under "Selling Shareholders" in this
prospectus intend to offer and sell from time to time, up to
17,100,602 shares of the common stock of Merrill Lynch & Co. Inc.
("ML&Co."). The selling shareholders acquired the shares of common
stock as consideration for ML&Co.'s acquisition of Herzog, Heine,
Geduld, Inc. ("HHG"). The acquisition occurred under the terms of a
merger agreement pursuant to which a subsidiary of ML&Co. was merged
with HHG, thereby providing ML&Co. with full ownership of HHG.
o The selling shareholders will offer the shares of common stock from
time to time at market prices prevailing at the time of the sales or
at negotiated prices.
o The shares of our common stock offered under this prospectus may be
sold by the shareholders, their pledgees, donees, transferees and
successors-in-interest, directly or through agents, underwriters or
broker/dealers as designated from time to time, through public or
private transactions, on or off the New York Stock Exchange or
through a combination of methods. To the extent required, the
specific number of shares to be sold, the terms of the offering,
including price, the names of any agent, broker/dealer or
underwriter, and any applicable commission, discount or other
compensation with respect to a particular sale will be set forth in
an accompanying prospectus supplement.
o On September 14, 2000, the last reported sale price of our common
stock was $71 11/16.
o The common stock is listed on the New York Stock Exchange under the
trading symbol "MER" and on the Chicago Stock Exchange, Pacific
Exchange, Paris Bourse, London Stock Exchange and Tokyo Stock
Exchange.
o You should read this prospectus carefully before you invest.
Neither the Securities and Exchange Commission (the "Commission") nor
any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is , 2000.
TABLE OF CONTENTS
Page
----
Merrill Lynch & Co., Inc. .......................................... 3
USE OF PROCEEDS .................................................... 4
MARKET PRICES AND DIVIDEND POLICY................................... 4
DESCRIPTION OF COMMON STOCK......................................... 5
SELLING SHAREHOLDERS................................................ 8
PLAN OF DISTRIBUTION................................................ 12
WHERE YOU CAN FIND MORE INFORMATION................................. 13
INCORPORATION OF INFORMATION WE FILE WITH THE SEC................... 13
VALIDITY OF COMMON STOCK............................................ 14
EXPERTS............................................................. 14
Merrill Lynch & Co., Inc.
We are a holding company that, through our U.S. and non-U.S. subsidiaries
and affiliates such as Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), Merrill Lynch Government Securities Inc., Merrill Lynch Capital
Services, Inc., Merrill Lynch International, Merrill Lynch Capital Markets
Bank Ltd. and Merrill Lynch Investment Managers, L.P. provides investment,
financing, advisory, insurance, and related products on a global basis,
including:
o securities brokerage, trading and underwriting;
o investment banking, strategic services, including mergers and
acquisitions and other corporate finance advisory activities;
o asset management;
o brokerage and related activities in swaps, options, forwards, futures
and other derivatives;
o securities clearance services;
o equity, debt and economic research;
o banking, trust and lending services, including mortgage lending and
related services;
o insurance sales and underwriting services; and
o investment advisory and related recordkeeping services.
We provide these products and services to a wide array of clients,
including individual investors, small businesses, corporations, governments,
governmental agencies and financial institutions.
Our principal executive office is located at 4 World Financial
Center, New York, New York 10080; our telephone number is (212) 449-1000.
If you want more information about us, please see the sections
entitled "Where You Can Find More Information" and "Incorporation of
Information We File with the SEC" in this prospectus.
In this prospectus, "ML&Co.", "we", "us" and "our" refer specifically to
Merrill Lynch & Co., Inc., the holding company.
USE OF PROCEEDS
The selling shareholders will receive all of the proceeds from the
sale of their shares of our common stock and we will not receive any proceeds
from the sale of those shares.
MARKET PRICES AND DIVIDEND POLICY
The common stock is listed and principally traded on the NYSE under
the symbol "MER". The common stock will also be listed on certain other United
States and foreign stock exchanges. There were approximately 16,353 registered
holders of the common stock as of September 12, 2000. The table below sets
forth the high and low sales prices of the common stock as reported for NYSE
Composite Transactions and the quarterly cash dividends declared per share of
the common stock during the periods indicated. The common stock prices and
dividends reflect the retroactive effect of two-for-one stock splits, effected
in the form of a 100% stock dividend, paid on May 30, 1997 and August 31,
2000, respectively. The common stock prices have been rounded to the nearest
one-hundredth and the dividends have been rounded to the nearest
one-thousandth.
Price Range Cash Dividends
---------------------------
Low High Declared
----------- ---------- --------------
1995
First Quarter............................. $ 8.66 $ 11.25 $.058
Second Quarter............................ 10.66 13.31 .065
Third Quarter............................. 12.97 15.94 .065
Fourth Quarter............................ 12.53 16.19 .065
1996
First Quarter............................. $ 12.34 $ 15.63 $.065
Second Quarter............................ 14.06 17.03 .075
Third Quarter............................. 13.56 16.69 .075
Fourth Quarter............................ 16.28 21.28 .075
1997
First Quarter............................. $ 19.63 $ 26.00 $.075
Second Quarter............................ 21.03 31.94 .100
Third Quarter............................. 29.53 37.56 .100
Fourth Quarter............................ 30.63 39.09 .100
1998
First Quarter............................. $ 30.22 $ 43.75 $.100
Second Quarter............................ 41.13 50.00 .120
Third Quarter............................. 22.81 54.56 .120
Fourth Quarter............................ 17.88 40.00 .120
1999
First Quarter............................. $ 32.81 $ 47.25 $.120
Second Quarter............................ 33.03 51.25 .135
Third Quarter............................. 31.00 40.72 .135
Fourth Quarter ........................... 31.19 44.22 .135
2000
First Quarter............................. $ 36.31 $ 57.59 $.135
Second Quarter............................ 42.25 61.16 .150
Third Quarter (through September 14, 2000) 56.81 74.63 .160
On September 14, 2000, the last sale price per share of the common
stock on the NYSE was $71 11/16 per share.
DESCRIPTION OF COMMON STOCK
The following description sets forth the general terms of ML&Co.
common stock and of the attached preferred stock purchase rights. The
description set forth below is not complete, is subject to, and is qualified
in its entirety by reference to, ML&Co.'s restated certificate of
incorporation which is filed as an exhibit to the registration statement of
which this prospectus is a part.
Terms of the Common Stock
Under ML&Co.'s restated certificate of incorporation, ML&Co. is
authorized to issue up to 1,000,000,000 shares of common stock, par value
$1.33 1/3 per share. As of September 12, 2000, there were 801,925,001 shares of
common stock and 5,141,878 exchangeable shares (the "Exchangeable Shares")
outstanding. The Exchangeable Shares are exchangeable at any time into common
stock on a one-for-one basis and entitle holders to dividend, voting and other
rights equivalent to common stock. The common stock is traded on the New York
Stock Exchange 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 common stock is fully paid and nonassessable. Holders of the
common stock have no preemptive rights to subscribe for any additional
securities which may be issued by ML&Co. The rights of holders of common stock
are 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
September 12, 2000, 17,000,000 depositary shares, each representing a
one-four-hundredth interest in a share of 9% Preferred Stock (the "9%
Preferred Stock"), and one Special Voting Share (as defined below) were
outstanding. The Board of Directors of ML&Co. may issue additional shares of
preferred stock to obtain additional financing, in connection with
acquisitions, to officers, directors and employees of ML&Co. and its
subsidiaries pursuant to benefit plans or otherwise and for other proper
corporate purposes.
In connection with the acquisition of Midland Walwyn Inc. by ML&Co.
in August 1998, ML&Co. issued a single share of preferred stock with special
voting rights (the "Special Voting Share"), under the terms of a Voting and
Exchange Trust Agreement entered into by Merrill Lynch & Co., Canada Ltd. ("ML
Canada"), ML&Co. and Montreal Trust Company of Canada, as trustee (the "Voting
Trust Agreement"). The Special Voting Share possesses a number of votes equal
to the number of Exchangeable Shares of ML Canada issued and outstanding from
time to time that are not owned by ML&Co. or its affiliates, which votes may
be exercised for the election of directors and on all other matters submitted
to a vote of ML&Co.'s shareholders. The holders of ML&Co.'s common stock and
the holder of the Special Voting Share vote together as a class on all
matters. See "--Voting Rights". The Special Voting Share was issued to the
trustee under the Voting Trust Agreement. The holder of the Special Voting
Share is not entitled to receive dividends, and, in the event of any
liquidation, dissolution or winding up of ML&Co., will receive an amount equal
to the par value of the Special Voting Share. When the Special Voting Share
has no votes attached to it because there are no Exchangeable Shares
outstanding not owned by ML&Co. or any of its affiliates, the Special Voting
Share will cease to have any rights.
ML&Co. is the principal transfer agent for the common stock.
Because ML&Co. is a holding company, its rights, and the rights of
holders of its securities, including the holders of common stock, to
participate in the distribution of assets of any subsidiary of ML&Co. upon the
subsidiary's liquidation or recapitalization will be subject to the prior
claims of the subsidiary's creditors and preferred shareholders, except to the
extent ML&Co. may itself be a creditor with recognized claims against the
subsidiary or a holder of preferred stock of the subsidiary.
Dividends
ML&Co. may pay dividends on the common stock out of funds legally
available for the payment of dividends as, if and when declared by the Board
of Directors of ML&Co. or a duly authorized committee of the Board of
Directors.
As of the date of this prospectus, subsidiaries of ML&Co. have issued
$2.668 billion of perpetual Trust Originated Preferred Securities (SM)
("TOPrS"). In connection with the issuance of the TOPrS, ML&Co. has agreed,
among other things, that if full distributions on the TOPrS have not been paid
or set apart for payment or ML&Co. is in default of its related guarantee
obligations, ML&Co., 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 common stock.
Liquidation Rights
Upon any voluntary or involuntary liquidation, dissolution, or
winding up of ML&Co., the holders of its 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 ML&Co.
Voting Rights
Except as pertaining to preferred stock (including the Special Voting
Shares), the holders of the common stock currently possess exclusive voting
rights in ML&Co. The Board of Directors of ML&Co. may, however, give voting
power to any preferred stock which may be issued in the future. Each holder of
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 shareholders generally require approval by a majority vote of
outstanding shares.
The Board of Directors of ML&Co. is currently comprised of 11
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 shareholders.
Rights to Purchase Series A Junior Preferred Stock
Under the Amended and Restated Rights Agreement, adopted on December
2, 1997 (the "Rights Agreement"), preferred purchase rights were distributed
to holders of common stock. The preferred purchase rights are attached to each
outstanding share of common stock and will attach to all subsequently issued
shares. The preferred purchase rights entitle the holder to purchase fractions
of a share ("Units") of 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 exercise price and the number of Units issuable are
subject to adjustment to prevent dilution.
The preferred purchase rights will separate from the common stock ten
days following the earlier of:
o an announcement of an acquisition by a person or group of 15% or more
of the outstanding common stock of ML & Co.; or
o the commencement of a tender or exchange offer for 15% or more of the
shares of common stock of ML&Co. outstanding.
If, after the preferred purchase rights have separated from the common
stock,
o ML&Co. is the surviving corporation in a merger with an acquiring
party,
o a person becomes the beneficial owner of 15% or more of the common
stock,
o an acquiring party engages in one or more defined "self-dealing"
transactions, or
o an event occurs which results in the acquiring party's ownership
interest being increased by more than 1%,
then, in each case, each holder of a preferred purchase right will have the
right to purchase Units of Series A junior preferred stock having a value
equal to two times the exercise price of the preferred purchase right. In
addition, preferred purchase rights held by or transferred in certain
circumstances by an acquiring party may immediately become void.
In the event that, at any time,
o ML&Co. is acquired in a merger or other business combination
transaction and ML&Co. is not the surviving corporation,
o any person consolidates or merges with ML&Co. and all or part of
ML&Co.'s common stock is converted or exchanged for securities, cash
or property of any other person, or
o 50% or more of ML&Co.'s assets or earning power is sold or
transferred,
each holder of a right will have the right to purchase common stock of the
acquiring party having a value equal to two times the exercise price of the
preferred purchase right.
The preferred purchase rights expire on December 2, 2007. The
preferred purchase rights are redeemable at the option of a majority of the
independent directors of ML&Co. at $.01 per right at any time until the tenth
day following an announcement of the acquisition of 15% or more of the common
stock.
The foregoing provisions of the Rights Agreement may have the effect
of delaying, deferring or preventing a change in control of ML&Co.
The certificate of designations of the Series A junior preferred
stock provides that the holders of Units of the Series A junior preferred
stock will be entitled to receive quarterly dividends in an amount to be
determined in accordance with the formula set forth in the certificate of
designations. These dividend rights are cumulative. The Series A junior
preferred stock rank junior in right of payment of dividends to the 9%
Preferred Stock and to all other preferred stock issued by ML&Co., unless the
terms of any other preferred stock provide otherwise. The holders of Units of
the Series A junior preferred stock will have one vote per Unit on all matters
submitted to the shareholders of ML&Co., subject to adjustment. If at any time
dividends on any Units of the Series A junior preferred stock are in arrears
for a number of periods, whether or not consecutive, which in the aggregate is
equivalent to six calendar quarters, then during that period of default, the
holders of all Units, voting separately as a class, will have the right to
elect two directors to the Board of Directors of ML&Co. Additionally, whenever
quarterly dividends or other dividends or distributions payable on the Series
A junior preferred stock are in arrears, ML&Co. shall not, among other things,
declare or pay dividends on or make any other distributions on, or redeem or
purchase or otherwise acquire for consideration any shares or capital stock of
ML&Co. which ranks junior in right of payment to the Series A junior preferred
stock, including the common stock. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of ML&Co., the holders of
outstanding Units of the Series A junior preferred stock will be entitled to
receive a distribution in an amount to be determined in accordance with the
formula set forth in the certificate of designations before the payment of any
distribution to the holders of common stock. The Units of Series A junior
preferred stock are not redeemable. As of the date of this prospectus, there
are no shares of Series A junior preferred stock outstanding.
Material Charter Provisions
ML&Co.'s restated certificate of incorporation provides that, except
under specified circumstances, ML&Co. may not merge or consolidate with any
one or more corporations, joint-stock associations or non-stock corporations;
sell, lease or exchange all or substantially all of its property and assets or
dissolve without the affirmative vote of two-thirds of the entire Board of
Directors of ML&Co. and the holders of a majority of the outstanding shares of
common stock entitled to vote. Additionally, ML&Co.'s restated certificate of
incorporation provides that specified business combinations involving ML&Co.
and an interested shareholder or an affiliate or associate of that shareholder
must be approved by 80% of the voting power of the outstanding shares of
capital stock of ML&Co. entitled to vote generally in the election of
directors. The vote of 80% of the voting power of the voting stock referred to
in the immediately preceding sentence is required for amendment of these
provisions. ML&Co.'s restated certificate of incorporation also provides that
only the Board of Directors of ML&Co. has the authority to call special
shareholder meetings.
The foregoing provisions of ML&Co.'s restated certificate of
incorporation may have the effect of delaying, deferring or preventing a
change in control of ML&Co.
SELLING SHAREHOLDERS
All of the selling shareholders are former equity owners of HHG. The
selling shareholders acquired their shares under the terms of an Agreement and
Plan of Merger, dated as of June 6, 2000, pursuant to which ML&Co. acquired
HHG in July 2000. The shares were issued in exchange for HHG shares and in
connection with the termination of the HHG employee benefits plan. The table
below sets forth each selling shareholder's affiliation with ML&Co. and the
aggregate number of shares of common stock owned by each selling shareholder
prior to any offering of shares of our common stock pursuant to this
prospectus.
The selling shareholders may sell any or all of their shares
indicated below on the NYSE, in the over-the-counter market, on any other
securities exchange on which shares of common stock are listed or traded, in
privately negotiated transactions or otherwise. Shares will be sold at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. Transferees of these shareholders or
other persons acquiring shares, may also use this prospectus.
The selling shareholders will receive all of the net proceeds from
the sale of shares and will pay any underwriting discounts and selling
commissions. There can be no assurance that the selling shareholders will sell
all or any portion of the shares offered by this prospectus.
Number of Shares
Beneficially Owned
Prior to Shelf
Name of Beneficial Owner HHG Office/Position Offering(1)
- ------------------------ ------------------- -------------------
Ackerman, Tom Employee 2,836
Adler, Todd Employee 1,481
Alpert, Keith Employee 4,256
Auger, Benjamin Employee 25,536
Areman, Stephen Employee 1,481
Bahl, Miles Employee 1,481
Baker, Andrew Employee 34,050
Barrett, William Employee 19,862
Barry, Peter Employee 2,836
Bartoletta, Neal Employee 2,836
Battaglia, Thomas Employee 5,674
Berger, Adam Employee 4,256
Bloch, Melvyn Employee 40,860
Botfeld, Barry Former Employee 7,092
Bradley, Kenneth Vice President and CFO 10,330
Brady, Dan Employee 1,418
Briscoe, Chris Employee 4,256
Buccarelli, John Employee 2,836
Castellano, Raffelina Employee 11,350
Christofilis, Charles Senior Vice President, 24,118
General Counsel and Secretary
Connolly, Donna Employee 25,536
Cordilone, Linda Employee 7,092
Corrao, James Jr. Employee 35,468
Critelli, Anthony Employee 5,674
Cullen, Ronald Employee 4,256
Curley, John T. Jr. Employee 12,768
Curley, James G. Employee 25,536
Curley, John Sr. Employee 92,220
DaPonte, Andy Senior Vice President 25,536
De Lauro, Alan Senior Vice President 25,536
Delf, Harry Employee 1,418
Diaz, David Employee 1,418
DiStefano, Jack Employee 14,186
Duddie, Michael Employee 8,512
Duncan, Betty Employee 14,186
Dunchus, Gary Employee 21,444
Everloff, Kathleen Employee 1,418
Fasone, Anthony Employee 63,844
Feder, Arthur B. Employee 11,350
Fenimore, John Senior Vice President 19,862
Ferino, Bill Employee 1,418
Ford, Robert Employee 2,836
Frazzitta, Joseph IRA Senior Vice President and CAO 4,256
Geduld, Irwin Executive Vice President 1,940,568
Geduld, Emanuel E. Chairman, President and CEO 4,972,438
Geduld, Steven Employee 11,896
Geraci, Anthony Executive Vice President 124,852
Gilchrist, John Employee 12,768
Gisehaltz, Rebecca Employee 2,836
Goldsmith, Jeff Employee 2,836
Gordon, Howard Employee 2,836
Gottesman, Joseph Employee 39,724
Gottlieb, John Employee 5,674
Graulich, Karl Employee 56,750
Hagan, Edward Employee 8,512
Hammer, Ron Employee 17,024
Hartwyk, Paul Employee 28,374
Herzog, John H. Chairman Emeritus 1,798,902
Herzog, David Employee 440
Herzog, Victoria Employee 400
Hodge, Bob Employee 2,836
Hurvich, Lawrence Employee 7,092
Ingrassia, Mike Employee 1,418
Jaeger, Frank Employee 8,512
Kaplan, Charles Employee 1,418
Keene, Allan Employee 2,836
Keene, Steven Employee 2,836
Kilgallen, Kevin Employee 7,092
Lampach, Jay Employee 8,512
Leahy, William Employee 14,186
Lease, William Vice President 17,024
Leitzes, Martin IRA Employee 14,186
Lentini, Alfonse Employee 4,256
Logan, Jerome Joseph Vice President 168,262
Mahoney, James Employee 7,092
Malespina, James Employee 42,562
Mandel, Danny Employee 8,512
Mayer, Ken Employee 1,418
Mayers, Scott Employee 4,256
McCaffrey, Kevin Employee 1,418
Meselsohn, Gary Employee 11,350
Minkoff, David Employee 2,836
Morano, Gerard Employee 8,512
Morton, Carol S. Employee 2,836
Nelson, Steve Vice President 1,418
Nickas, Angelo Employee 11,350
Niejadik, Kenneth Employee 1,418
Neustein, Charles Employee 1,418
Occhiogrosso, Tom Employee 1,418
Ong Yu, Janet Employee 2,836
Pento, Christopher Employee 1,418
Perlstein, Myron Employee 5,674
Petrik, Gerard Employee 5,674
Reddington, James Employee 5,674
Richman, Jill Employee 2,836
Rothman, Martin Employee 1,418
Russo, John Employee 4,256
Sadtler, Stephen Employee 5,674
Schepp, Craig Employee 2,836
Schupak, Lenny Employee 1,418
Semon, Daniel Employee 18,444
Sheppard, Stuart Employee 31,212
Sparks, Robert Employee 11,350
Stanley, Charles Employee 17,024
Steinmetz, Joyce Employee 1,418
Stewart, Brian Employee 1,418
Tarantino, Joseph IRA Employee 8,512
Tarantino, Joseph Employee 7,094
Tartell, Jodi Employee 11,290
Terrio, Richard Employee 4,256
Tierney, Chris Employee 8,512
Venois, Mary Employee 1,418
Wacht, Harvey Senior Vice President 113,502
Wasserberge, Jacqueline Employee 1,418
Wasserman, Dave Employee 2,836
Weiss, Jeffrey Employee 5,674
Weissman, Robin Employee 4,256
Wenkel, Gerry Employee 1,418
Yager, Elaine Employee 1,418
Zipper, Bradley Employee 152,656
ESOP - Common 5,239,232
Jonathan Bloch (Employee) Trust 10,214
John Herzog Family Trust 85,126
Herzog Business Holdings, L.P. 329,154
1997 Irwin Geduld Family Trust 102,718
2000 Irwin Geduld Grantor Retained Annuity Trust I 187,562
2000 Irwin Geduld Grantor Retained Annuity Trust II 187,562
Emanuel E. Geduld 1997 H.H.G. Trust 62,426
Emanuel E. Geduld 2000 GRAT 425,632
(1) The shares offered by this prospectus may be sold by the selling
shareholders from time to time. The number of shares, if any, offered by
each selling shareholder and the corresponding number of shares
beneficially owned by each selling shareholder after each sale will vary
depending upon the terms of the individual sales.
PLAN OF DISTRIBUTION
This prospectus may be used in connection with resales or
redistributions of common stock by a selling shareholder. 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 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. Resale or redistribution also may be effected
through:
o 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;
o purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account;
o exchange distributions and/or secondary distributions in accordance
with the rules of the NYSE;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o an offering at other than a fixed price on or through the facilities
of the NYSE or to or through a market maker other than on the NYSE;
o pledges to lenders as collateral to secure loans, credit or other
financing arrangements and any subsequent foreclosure thereunder; and
o 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 these
transactions, brokers, dealers or other financial institutions may engage in
short sales of the common stock in the course of hedging the positions they
assume with the selling shareholders. A selling shareholder may also enter
into options or other transactions with brokers, dealers or other financial
institutions which require the delivery to that broker, dealer or other
financial institution of common stock which 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 shareholder 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 these resales
or redistributions may be deemed "underwriters" within the meaning of the
Securities Act of 1933, as amended, (the "Securities Act"), and any profit on
the sale of the shares of common stock and any commissions received by these
broker-dealers may be regarded as underwriting commissions under the
Securities Act. The shares of common stock may be sold from time to time at
varying prices determined at the time of sale or at negotiated prices.
ML&Co. will pay all expenses in connection with the registration of the
ML&Co. common stock. The selling shareholders 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-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.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC.
Our SEC filings are also available over the Internet at the SEC's web site at
http://www.sec.gov. The address of the SEC's Internet site is provided solely
for the information of prospective investors and is not intended to be an
active link. You may also read and copy any document we file by visiting the
SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. You may also inspect our SEC
reports and other information at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
This prospectus summarizes material provisions of contracts and other
documents that we refer you to. Because the prospectus may not contain all the
information that you may find important, you should review the full text of
these documents. We have included copies of these documents as exhibits to our
registration statement of which this prospectus is a part.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file
with them, which means:
o incorporated documents are considered part of the prospectus;
o we can disclose important information to you by referring you to
those documents; and
o information that we file with the SEC will automatically update and
supersede this incorporated information.
We incorporate by reference the documents listed below which were
filed with the SEC under the Exchange Act of 1934 (the "Exchange Act"):
o annual report on Form 10-K for the year ended December 31, 1999;
o quarterly reports on Form 10-Q for the periods ended March 31, 2000
and June 30, 2000; and
o current reports on Form 8-K dated January 25, 2000, March 3, 2000,
March 31, 2000, April 17, 2000, May 3, 2000, May 24, 2000, June 29,
2000, July 18, 2000, August 2, 2000, August 4, 2000 and September 13,
2000.
We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this prospectus until this
offering is completed or after the date of this initial registration statement
and before the effectiveness of this registration statement:
o reports filed under Sections 13(a) and (c) of the Exchange Act;
o definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent shareholders'
meeting; and
o any reports filed under Section 15(d) of the Exchange Act.
You should rely only on information contained or incorporated by
reference in this prospectus. We have not, and MLPF&S has not, authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are
not, and MLPF&S is not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus
is accurate as of the date of this prospectus only. Our business, financial
condition and results of operations may have changed since that date.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address: Mr. Lawrence
M. Egan, Jr., Corporate Secretary's Office, Merrill Lynch & Co., Inc., 222
Broadway, 17th Floor, New York, New York 10038, Telephone: (212) 670-0432.
VALIDITY OF COMMON STOCK
The validity of the common stock will be passed upon for ML&Co. by Brown
& Wood LLP, New York, New York.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from the
Annual Report on Form 10-K of ML& Co. and subsidiaries for the year ended
December 31, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports (each of which express an unqualified
opinion and which report on the consolidated financial statements includes an
explanatory paragraph for the change in accounting method in 1998 for certain
internal-use software development costs to conform with Statement of Position
98-1), which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm 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 is not subject to the liability provisions of Section 11 of the
Securities Act for their reports on unaudited interim financial
information because such reports are not "reports" 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.
[LOGO]
17,100,602 Shares
Merrill Lynch & Co., Inc.
Common Stock
--------------
PROSPECTUS
--------------
, 2000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Distribution.
The following table sets forth all expenses in connection
with the distribution of the securities being registered. All the
amounts shown are estimates, except the registration fee.
Registration fee............................................ $311,233
Fees and expenses of accountants............................ $6,000
Fees and expenses of counsel................................ $25,000
Printing expenses........................................... $30,000
Miscellaneous............................................... $40,000
Total............................................... $412,233
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, has no reasonable cause to believe such person's
conduct was unlawful.
Article XIII, Section 2 of the Restated Certificate of
Incorporation of ML&Co. provides in effect that, subject to certain
limited exceptions, ML&Co. 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 ML&Co. are insured under
policies of insurance maintained by ML&Co., 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, ML&Co. has entered into contracts with all of
its directors providing for indemnification of such persons by ML&Co.
to the full extent authorized or permitted by law, subject to certain
limited exceptions.
Item 16. List of Exhibits
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are filed herewith or incorporated
herein by reference.
EXHIBIT
NUMBER DESCRIPTION
4.1 Restated Certificate of Incorporation of Registrant, dated
April 28, 1998. (1)
4.2 Amended and Restated By-Laws of Registrant, effective as of
July 26, 1999. (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 the common stock. (4)
4.5 Certificate of Designation dated August 20, 1998 for Special Voting
Stock, relating to the Registrant's Restated Certificate of
Incorporation effective as of April 28, 1998. (5)
4.6 Certificate of Designation dated December 17, 1987 relating to the
Registrant's Series A Junior Preferred Stocks. (6)
4.7 Certificate of Designation of the Registrant establishing the rights,
preferences, privileges, qualifications, restrictions, and limitations
relating to the Registrant's 9% Preferred Stock. (7)
5 Opinion of Brown & Wood LLP as to the legality of
the Registrant's common stock being registered hereby (filed
herewith).
15 Letter re: Unaudited Interim Financial Information. (8)
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).
- --------
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
September 24, 1999.
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).
5 Incorporated by reference to Exhibit 3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 25, 1998.
6 Incorporated by reference to Exhibit 3(f) to the Registrant's
Registration Statement on Form S-3 (File No. 333-19975).
7 Incorporated by reference to Exhibit 3(i) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended March 27, 1998.
8 Incorporated by reference to Exhibit 15 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000.
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 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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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 paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if 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 purpose of determining any liability
under the Securities Act of 1933, each filing of such 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 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 of 1933 may be permitted to
directors, officers and controlling persons of such registrant
pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, such registrant has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by such registrant of
expenses incurred or paid by a director, officer or controlling
person of such 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, such 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 the
Act and will be governed by the final adjudication of such issue.
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
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 15th day of September, 2000.
MERRILL LYNCH & CO., INC.
By: /s/ David H. Komansky
---------------------------
David H. Komansky
(Chairman of the Board, Chief
Executive Officer and Director)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David H. Komansky, Thomas H.
Patrick 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 or her and in his name or her name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the 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 or she 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 15th day of September, 2000.
Signature Title
--------- -----
/s/ David H. Komansky Chairman of the Board, Chief Executive Officer and Director
- ----------------------------
(David H. Komansky)
/s/ Thomas H. Patrick Executive Vice President and Chief Financial Officer (Principal Financial Officer)
- ----------------------------
(Thomas H. Patrick)
/s/ Ahmass L. Fakahany Senior Vice President and Controller (Principal Accounting Officer)
- ----------------------------
(Ahmass L. Fakahany)
/s/ W. H. Clark Director
- ----------------------------
(W. H. Clark)
Signature Title
--------- -----
/s/ Jill K. Conway Director
- ----------------------------
(Jill K. Conway)
/s/ Stephen L. Hammerman Director
- ------------------------
(Stephen L. Hammerman)
/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)