SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
July 24, 2006
Merrill Lynch & Co., Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-7182 |
13-2740599 |
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(State or Other
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(I.R.S. Employer
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Jurisdiction of
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File Number) |
Identification No.)
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Incorporation)
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4 World
Financial Center, New York, New
York
10080
(Address of Principal
Executive Offices)
(Zip
Code)
Registrant’s
telephone number, including area code:
(212) 449-1000
(Former Name or Former Address, if Changed Siince Last Report.)
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
Effective July 24, 2006, the
Board of Directors of Merrill Lynch & Co., Inc.
(“Merrill Lynch”) approved an amendment to Article VI,
Sections 1 and 2 of Merrill Lynch’s By-Laws. Prior to
the amendment, Merrill Lynch’s By-Laws provided that the capital stock of Merrill Lynch was
required to be represented by certificates. The amendment provides that the capital stock
of Merrill Lynch may be represented in uncertificated form at the discretion of the Board of Directors of Merrill Lynch.
The amended Sections 1 and 2 of Article VI of
the By-Laws read in their entirety as follows:
ARTICLE
VI
STOCK AND TRANSFERS OF STOCK
Section 1.Stock Certificates. The
capital stock of the Corporation shall be represented by certificates provided that the Board of
Directors may provide by resolution or resolutions that some
or all or any or all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Corporation. Within a reasonable
time after the issuance or transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written
notice containing the information required by law to be set
forth or stated on certificates representing shares of such class or series or a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and
rights of such class or series and the qualifications, limitations or restrictions of such preferences and/or rights. Except
as otherwise provided by law, the rights and obligations
of the holders of uncertificated shares and the
rights and obligations of the holders of
certificates representing shares of stock of the same class and series shall be identical.
Every holder of stock
represented by certificate shall be entitled to have a certificate signed by,
or in the name of the Corporation by, the Chairman of the Board,
the President or a Vice Chairman of the Board, and by the Secretary or an
Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any or
all signatures on the certificate may be a facsimile. In case
any such officer, Transfer Agent or Registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, Transfer Agent or Registrar
before such certificate is issued by the Corporation, it may
nevertheless be issued by the Corporation with the same
effect as if such officer, Transfer Agent or Registrar had not ceased to be such at the date of its issue.
Section
2. Transfers of Stock. Transfers of stock shall be made
only upon the books of the Corporation kept at an office of the
Corporation or by transfer agents designated to transfer shares of the stock of the Corporation.
* * *
A
copy of Merrill Lynch’s By-Laws will be filed as an
Exhibit to Merrill Lynch’s Quarterly Report on Form 10-Q
for the period ending June 30, 2006. The amended
By-Laws are available on the Merrill Lynch Corporate Governance website at www.ir.ml.com.
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