UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 16,
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
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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 Other Events.
On January 16, 2009, Merrill Lynch & Co., Inc. (“Merrill Lynch”) was notified that the Ohio State
Teachers’ Retirement System (“STRS”), the lead plaintiff in a class action captioned, In re Merrill
Lynch & Co., Inc. Securities, Derivative and ERISA Litigation, Master File No. 07cv9633 (JSR)(DFE),
agreed to a proposed settlement of a class action brought on behalf of persons who purchased
Merrill Lynch stock and certain Merrill Lynch preferred shares between October 17, 2006, and
December 31, 2008. Under the terms of the proposed settlement, which is subject to court approval
and other customary conditions, Merrill Lynch will pay $475 million in cash, and the claims will be
dismissed. In addition, Merrill Lynch has entered into a proposed settlement in connection with a
class action brought on behalf of Merrill Lynch employees who invested in or held Merrill Lynch
stock in certain retirement plans during the period September 30, 2006 through December 31, 2008.
Under the terms of this proposed settlement, which is also subject to court approval and other
customary conditions, Merrill Lynch will pay $75 million in cash, and the claims will be dismissed.
This case has also been filed under the caption, In re Merrill Lynch & Co., Inc. Securities,
Derivative and ERISA Litigation, Master File No. 07cv9633 (JSR)(DFE). The claims in both cases
focused primarily on Merrill Lynch’s subprime-related losses and related disclosures during the
class periods. The proposed settlements do not involve any admission of wrongdoing or liability,
and there has been no adjudication of the merits of the underlying claims. There can be no
assurance in either action that the parties will ultimately enter into final settlement agreements
or that the court will approve the settlement agreements that the parties execute. The proposed
settlements do not cover the shareholder derivative actions and the claims brought principally by
bondholders in actions filed under the same caption. Merrill Lynch is defending itself against the
claims in both the derivative actions and the bondholder case.
The information furnished under this Item 8.01 shall be considered “filed” for purposes of the
Securities Exchange Act of 1934, as amended.
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