OMB APPROVAL
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OMB
Number: 3235-0145
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UNITED STATES
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Expires:
February 28, 2009
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SECURITIES AND EXCHANGE COMMISSION
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Estimated
average burden
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Washington, D.C. 20549
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hours
per response...
10.4
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Under
the Securities Exchange Act of 1934
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(Amendment
No. )
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(Name
of Issuer)
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Auction
Rate Preferred Stock
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(Title
of Class of Securities)
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55266X209
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(CUSIP
Number)
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December
31, 2008
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(Date
of Event Which Requires Filing of this
Statement)
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x Rule
13d-1(b)
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o Rule
13d-1(c)
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o Rule
13d-1(d)
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*
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The
remainder of this cover page shall be filled out for a reporting
person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter the disclosures provided in a prior cover
page.
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1.
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NAME
OF REPORTING PERSONS
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF
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5.
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SOLE
VOTING POWER
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SHARES
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Disclaimed
(See #9 below)
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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OWNED
BY
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Disclaimed
(See #9 below)
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EACH
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7.
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SOLE
DISPOSITIVE POWER
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REPORTING
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Disclaimed
(See #9 below)
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PERSON
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8.
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SHARED
DISPOSITIVE POWER
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WITH
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Disclaimed
(See #9
below)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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12.
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TYPE
OF REPORTING PERSON*
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1.
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NAME
OF REPORTING PERSONS
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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5.
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SOLE
VOTING POWER
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SHARES
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774
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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OWNED
BY
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0
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EACH
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7.
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SOLE
DISPOSITIVE POWER
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REPORTING
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774
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PERSON
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8.
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SHARED
DISPOSITIVE POWER
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||
WITH
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0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
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12.
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TYPE
OF REPORTING PERSON*
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Item
1(a).
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Name
of Issuer:
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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Item
2(a).
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Name
of Person Filing:
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Item
2(b).
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Address
of Principal Business Office, or if None,
Residence:
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Item
2(c).
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Citizenship:
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Item
2(d).
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Title
of Class of Securities:
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Item
2(e).
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CUSIP
Numbers:
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)or
(c), Check Whether the Person Filing is
a:
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(a)
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x
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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(b)
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¨
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Bank
as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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¨
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Insurance
company as defined in Section 3(a)19) of the Exchange
Act.
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(d)
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¨
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Investment
company registered under Section 8 of the Investment Company
Act.
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(e)
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x
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
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(g)
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¨
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
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(h)
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¨
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act
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(i)
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¨
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act
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(j)
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¨
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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(a)
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Amount
beneficially owned:
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(b)
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Percent
of class:
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(c)
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Number
of shares as to which such person
has:
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding
Company.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Item
9.
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Notice
of Dissolution of Group.
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MERRILL
LYNCH & CO., INC.
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MERRILL
LYNCH, PIERCE FENNER & SMITH
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INCORPORATED
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By: /s/ Pia
Thompson
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By: /s/ Pia
Thompson
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Name:
Pia Thompson
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Name:
Pia Thompson
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Title:
Assistant Secretary
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Title:
Assistant Secretary
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By: /s/ David H.
Komansky
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Title: President
and Chief Operating
Officer
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