UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to the Current Report on Form 8-K, dated April 15, 2009
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 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
Explanatory Note: Merrill Lynch & Co., Inc., filed a Current Report on 8-K dated April 15, 2009,
including an Exhibit 16.1. Merrill Lynch is filing an amendment to the April 15 8-K to include an
updated letter from Deloitte & Touche LLP, Merrill Lynch’s former independent accountant that, in
addition to the statements made in the prior letter, also addresses the date of the independent
accountant’s dismissal. The updated version of Exhibit 16.1 attached hereto supersedes the Exhibit
16.1 filed with the April 15 8-K in its entirety.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On April 15, 2009, the Audit Committee of the board of directors of Bank of America Corporation
(“Bank of America”), the parent corporation of Merrill Lynch & Co., Inc. (the “Company”), approved
the engagement of PricewaterhouseCoopers LLP, as the Company’s principal independent accountant to
audit the Company’s consolidated financial statements. PricewaterhouseCoopers LLP currently serves
as Bank of America’s principal independent accountant. This action effectively dismissed Deloitte &
Touche LLP on this date as the Company’s principal independent accountants.
The audit reports of Deloitte & Touche LLP on the Company’s consolidated financial statements,
as of and for the fiscal years ended December 26, 2008 and December 28, 2007, did not contain any
adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles, except as follows:
Deloitte & Touche LLP’s report on the consolidated financial statements of Merrill Lynch &
Co., Inc. and subsidiaries as of and for the years ended December 26, 2008 and December 28, 2007
contained two separate paragraphs stating that, “As discussed in Notes 1 and 3 to the consolidated
financial statements, in 2007 Merrill Lynch adopted Statement of Financial Accounting Standards No.
157, “Fair Value Measurements,” Statement of Financial Accounting Standards No. 159, “The Fair
Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB
Statement No. 115,” and FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109.” and “As discussed in Note 1, Merrill Lynch became a
wholly-owned subsidiary of Bank of America Corporation on January 1, 2009.”
The audit report of Deloitte & Touche LLP on management’s assessment of the effectiveness of
internal control over financial reporting and the effectiveness of internal control over financial
reporting as of December 26, 2008 expressed an adverse opinion on the Company’s internal control
over financial reporting because of material weaknesses. The audit report of Deloitte & Touche LLP
on the effectiveness of internal control over financial reporting as of December 28, 2007, did not
contain an adverse opinion. Both audit reports did not contain a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 26, 2008 and December 28, 2007: (1) there were no
disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to
make reference in connection with their opinion to the subject matter of the disagreement; and (2)
there have been no “reportable events” (as defined in Regulation S-K Item 304(a)(1)(v)).
During the fiscal years ended December 26, 2008 and December 28, 2007, the Company did not
consult with PricewaterhouseCoopers LLP regarding the application of accounting principles to a
specific transaction, either proposed or completed, or the type of audit opinion that might be
rendered on the Company’s financial statements, or any other matter or reportable event set forth
in Item 304(a)(2)(i) or (ii) of Regulation
S-K.
The Company provided Deloitte & Touche LLP with a copy of this Current Report on Form 8-K
prior to its filing with the Securities and Exchange Commission. Deloitte & Touche LLP has provided
the Company with a letter to the SEC which is filed as Exhibit 16.1 hereto.