UNITED STATES
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): September 14, 2008
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
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10080 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 449-1000
(Former Name or Former Address, if Changed Since 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:
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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)) |
TABLE OF CONTENTS
Item 8.01. Entry Into a Material Definitive Agreement.
On September 14, 2008, Merrill Lynch & Co., Inc. (“Merrill Lynch”) entered into an Agreement and
Plan of Merger, dated as of September 14, 2008, with Bank of America Corporation (“Bank of
America”). Under terms of the transaction, Bank of America would exchange .8595 shares of Bank of
America common stock for each share of Merrill Lynch common stock. The transaction has been
approved by directors of both companies and is subject to shareholder votes at both companies and
standard regulatory approvals. The transaction is expected to close in the first quarter of 2009.
Under the agreement, three directors of Merrill Lynch will join the Bank of America Board of
Directors.
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