- Current report filing (8-K)
January 05 2009 - 3:10PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1, 2009
Merrill
Lynch & Co., Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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1-7182
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13-2740599
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4 World Financial Center, New York, New York 10080
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(212) 449-1000
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03
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Material Modifications to Rights of Security Holders
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On January 1, 2009, Merrill Lynch & Co., Inc. (the Company) amended the terms of its Exchange Liquid Yield Option Notes due 2032 (Zero CouponFloating RateSenior) (the Securities) and
the related Indenture, dated as of December 14, 2004, (the Original Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of March 6, 2008 (the First Supplemental Indenture and
together with the Original Indenture, the Indenture), between the Company and The Bank of New York Mellon (formerly known as The Bank of New York, as successor in interest to JPMorgan Chase Bank, N.A.), as trustee (the
Trustee), by a Second Supplemental Indenture, among the Company, Bank of America Corporation (Bank of America) and the Trustee (the Second Supplemental Indenture).
The Second Supplemental Indenture amends the terms of the Securities and the Indenture by giving a holder of the Securities the right to convert the
Securities into Bank of America common stock, by providing that the conversion rate as of January 1, 2009 is 14.4850 shares of Bank of America common stock per $1,000 original principal amount of Securities and by providing for other related
adjustments.
Under the terms of the Indenture, the Second Supplemental Indenture was required to amend the terms of the Securities and the
Indenture due to the merger of MER Merger Corporation, a wholly-owned subsidiary of Bank of America, with and into the Company on January 1, 2009 (the Merger). In accordance with the terms of the Merger, holders of the
Companys common stock received 0.8595 of a share of Bank of America common stock for each share of the Companys common stock held immediately prior to the Merger.
The foregoing description of the Second Supplemental Indenture is qualified in its entirety by reference to the complete text of the Second Supplemental
Indenture, a copy of which is attached as Exhibit 4 to this Current Report on Form 8-K and incorporated by reference herein.
The Second Supplemental Indenture
is filed herewith in connection with the Companys amendment of the Securities and the Indenture.
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Item 9.01.
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Financial Statements, Pro Forma Financial Information and Exhibits
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EXHIBITS
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4
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Second Supplemental Indenture, dated as of January 1, 2009, among the Company, Bank of America and the Trustee.
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2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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MERRILL LYNCH & CO., INC.
(Registrant)
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By:
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/s/ John Thurlow
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John Thurlow
Assistant Treasurer
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Date: January 1, 2009
3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED JANUARY 1, 2009
Commission File Number 1-7182
Exhibit Index
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Exhibit No.
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Description
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4
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Second Supplemental Indenture, dated as of January 1, 2009, among the Company, Bank of America and the Trustee.
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