As filed with the Securities and Exchange Commission on January 14, 1994 Registration No. 33-51829 (Post-Effective Amendment No. 1) Registration No. 33-48846 (Post-Effective Amendment No. 2) - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Form S-8 POST-EFFECTIVE AMENDMENTS to REGISTRATION STATEMENTS under THE SECURITIES ACT OF 1933 ------------------ MERRILL LYNCH & CO., INC. (Exact name of registrant as specified in its charter) DELAWARE MERRILL LYNCH WORLD 13-2740599 (State or other jurisdiction HEADQUARTERS (I.R.S. Employer of incorporation or organization) NORTH TOWER Identification No.) WORLD FINANCIAL CENTER NEW YORK, NEW YORK 10281 (Address of Principal Executive Offices) ----------------- MERRILL LYNCH & CO., INC. 401(k) SAVINGS & INVESTMENT PLAN (Full title of the plan) ----------------- ROSEMARY T. BERKERY, ESQ., Associate General Counsel Merrill Lynch & Co., Inc. Merrill Lynch World Headquarters North Tower, World Financial Center New York, New York 10281-1334 (Name and address of agent for service) Telephone number, including area code, of agent for service: (212) 449-6990
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------- Proposed Maximum Proposed Offering Maximum Amount of Title of Securities Amount to Price Aggregate Registration to be Registered be Registered Per Share Offering Price Fee - ----------------------------------------------------------------------------------------------- Common Stock, par value $1.33 1/3 per share (including Pre- ferred Stock Purchase Rights) (1)..................... 2,000,000 $40.125 $80,250,000 (2) Interests in the Plan............. (3) N/A N/A N/A - -----------------------------------------------------------------------------------------------
(1) Prior to the occurrence of certain events, the Preferred Stock Purchase Rights will not be evidenced separately from the Common Stock; value attributable to such Rights, if any, is reflected in the market price of the Common Stock. (2) No additional fee is being paid herewith because no additional shares are being registered. (3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, these Post-Effective Amendments also cover an indeterminable amount of interests to be offered or sold pursuant to the employee benefit plan described herein. Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus to which these Post-Effective Amendments relate is a combined prospectus and relates to Registration Statement No. 33-48846 filed by the Registrant on Form S-8 on June 25, 1992 and Registration Statement No. 33-51829 filed by the Registrant on Form S-8 on January 6, 1994. These Post-Effective Amendments constitute Post-Effective Amendment No. 2 to Registration Statement No. 33-48846 and Post-Effective Amendment No. 1 to Registration Statement No. 33-51829, and shall become effective upon filing in accordance with Section 8(c) of the Securities Act of 1933 and Rule 464 promulgated thereunder. INTRODUCTORY NOTE These Post-Effective Amendments are being filed to replace the signature pages contained in the Registration Statement (File No. 33-51829) and Post-Effective Amendment No. 1 (File No. 33-48846). SIGNATURES The Registrant. 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-8 and has duly caused this Registration Statement and the Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on the 6th day of January, 1994. MERRILL LYNCH & CO., INC. By: /s/ Daniel P. Tully ----------------------------- Daniel P. Tully (Chairman of the Board) KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel P. Tully, Stephen L. Hammerman and Joseph T. Willett, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to each Registration Statement amended hereby, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT AND THE POST-EFFECTIVE AMENDMENT HAVE BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 6TH DAY OF JANUARY, 1994.
Signature Title --------- ----- /s/ Daniel P. Tully Chairman of the Board and Director ------------------------------- (Chief Executive Officer) (Daniel P. Tully) /s/ Joseph T. Willett Senior Vice President, ------------------------------- Chief Financial Officer and (Joseph T. Willett) Controller
Signature Title --------- ----- /s/ William O. Bourke Director ----------------------------- (William O. Bourke) /s/ Jill K. Conway Director ----------------------------- (Jill K. Conway) /s/ William J. Crowe, Jr. Director ----------------------------- (William J. Crowe, Jr.) /s/ Stephen L. Hammerman Director ----------------------------- (Stephen L. Hammerman) /s/ Robert A. Hanson Director ----------------------------- (Robert A. Hanson) /s/ Earle H. Harbison, Jr. Director ----------------------------- (Earle H. Harbison, Jr.) /s/ George B. Harvey Director ----------------------------- (George B. Harvey) /s/ Robert P. Luciano Director ----------------------------- (Robert P. Luciano) Director ----------------------------- (John J. Phelan, Jr.) /s/ Charles A. Sanders Director ----------------------------- (Charles A. Sanders) /s/ William L. Weiss Director ----------------------------- (William L. Weiss)
The Plan: Pursuant to the requirements of the Securities Act of 1933, -------- the Administrative Committee (the persons who administer the employee benefit plan) has duly caused this Registration Statement and the Post-Effective Amendment to be signed on its behalf by the undersigned thereunto duly authorized, in The City of New York, State of New York, on 6th day of January, 1994. MERRILL LYNCH & CO., INC. 401(k) SAVINGS INVESTMENT PLAN By: /s/ Daniel C. Rowland --------------------------- Daniel C. Rowland Chairman, Administrative Committee SIGNATURES The Registrant. 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-8 and has duly caused these Post-Effective Amendments to Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on the 14th day of January, 1994. MERRILL LYNCH & CO., INC. By: /s/ Joseph T. Willett ----------------------------- Joseph T. Willett Senior Vice President, Chief Financial Officer and Controller PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THESE POST-EFFECTIVE AMENDMENTS TO REGISTRATION STATEMENTS HAVE BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 14TH DAY OF JANUARY, 1994.
Signature Title --------- ----- Daniel P. Tully* Chairman of the Board and Director ------------------------- (Chief Executive Officer) (Daniel P. Tully) /s/ Joseph T. Willett Senior Vice President, ------------------------- Chief Financial Officer and Controller (Joseph T. Willett) William O. Bourke* Director ------------------------- (William O. Bourke) Jill K. Conway* Director ------------------------- (Jill K. Conway) William J. Crowe, Jr.* Director ------------------------- (William J. Crowe, Jr.) Stephen L. Hammerman* Director ------------------------- (Stephen L. Hammerman)
Signature Title --------- ----- Robert A. Hanson* Director -------------------------- (Robert A. Hanson) Earle H. Harbison, Jr.* Director -------------------------- (Earle H. Harbison, Jr.) George B. Harvey* Director -------------------------- (George B. Harvey) Robert P. Luciano* Director -------------------------- (Robert P. Luciano) Director -------------------------- (John J. Phelan, Jr.) Charles A. Sanders* Director -------------------------- (Charles A. Sanders) William L. Weiss* Director -------------------------- (William L. Weiss) * By /s/ Joseph T. Willett --------------------------- Joseph T. Willett (Attorney-in-fact)
The Plan: Pursuant to the requirements of the Securities Act of 1933, -------- the Administrative Committee (the persons who administer the employee benefit plan) has duly caused these Post-Effective Amendments to Registration Statements to be signed on its behalf by the undersigned thereunto duly authorized, in The City of New York, State of New York, on the 14th day of January, 1994. MERRILL LYNCH & CO., INC. 401(k) SAVINGS INVESTMENT PLAN By: /s/ Daniel C. Rowland ----------------------------- Daniel C. Rowland Chairman, Administrative Committee