SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
MERRILL LYNCH & CO., INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Exchange Liquid Yield Option Notes due 2032 (Zero CouponFloating RateSenior)
(Title of Class of Securities)
(CUSIP Numbers of Class of Securities)
Merrill Lynch & Co., Inc.
222 Broadway, 17th Floor
New York, NY 10038
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With a Copy to:
Boyd C. Campbell, Jr.
201 N. Tryon Street
Charlotte, NC 28202
CALCULATION OF FILING FEE
Amount of Filing Fee**
|*||Calculated solely for purposes of determining the filing fee. The amount represents the maximum aggregate purchase price payable for the Exchange Liquid Yield Option Notes due 2032 (Zero CouponFloating RateSenior).|
|**||The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $39.30 for each $1,000,000 of the value of the transaction.|
|x||Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.|
Amount Previously Paid: $68,860.26
|Filing Party: Merrill Lynch & Co., Inc.|
Form or Registration No.: Schedule TO
|Date Filed: January 22, 2009|
|¨||Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.|
Check the appropriate boxes below to designate any transactions to which this statement relates:
|¨||third-party tender offer subject to Rule 14d-1|
|x||issuer tender offer subject to Rule 13e-4|
|¨||going-private transaction subject to Rule 13e-3.|
|¨||amendment to Schedule 13D under Rule 13d-2.|
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|¨||Rule 13e-4(i) (Cross-Border Issuer Tender Offer)|
|¨||Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)|
Trademark of Merrill Lynch & Co., Inc.
This Amendment No. 1 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Merrill Lynch & Co., Inc. (ML&Co.), a corporation existing under the laws of Delaware, with the Securities and Exchange Commission on January 22, 2009 (the Schedule TO), relating to ML&Co.s offer to purchase its Exchange Liquid Yield Option Notes due 2032 (Zero CouponFloating RateSenior) (the Securities), on the terms and subject to the conditions set forth in the Notice of Change in Control and Offer to Purchase, dated January 22, 2009 (as it may be supplemented or amended from time to time, Offer to Purchase), and the related offer materials, filed as exhibits to the Schedule TO. This Amendment is intended to satisfy the disclosure requirements of Rules 13e-4(c)(3) and 13e-4(d)(2) under the Securities Exchange Act of 1934, as amended. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule TO.
The information in the Offer to Purchase is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. You should read this Amendment together with the Schedule TO, the Offer to Purchase and the related offer materials field with the Schedule TO. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
Items 1 through 9.
|(A)||The Offer to Purchase is hereby amended as follows:|
|(1)||The first paragraph of Paragraph 12, which paragraph begins with the words To ensure , is deleted in its entirety.|
|(2)||Annex A is hereby deleted in its entirety and the following is inserted in lieu thereof:|
Information About the Directors and Executive Officers of ML&Co. and BAC
The following table sets forth the names of each of the members of ML&Co.s board of directors and each of ML&Co.s executive officers as of February 5, 2009. The business address for each of the individuals listed below is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, NY 10080, and the telephone number there is (212) 449-1000.
|Kenneth D. Lewis||Chairman|
|Amy Woods Brinkley||Director|
|Joe L. Price||Director|
|Brian T. Moynihan||Chief Executive Officer|
|Gregory L. Curl||President|
|Neil A. Cotty||Chief Financial Officer|
The following table sets forth the names of each of the members of BACs board of directors and each of BACs executive officers as of the date of this Offer to Purchase.
The business address for each of the individuals listed below is c/o Bank of America Corporation, 100 N. Tryon Street Charlotte, North Carolina 28255, and the telephone number there is (704) 386-5681.
|Kenneth D. Lewis||Chairman|
|William Barnet, III||Director|
|Frank P. Bramble, Sr.||Director|
|Virgis W. Colbert||Director|
|John T. Collins||Director|
|Gary L. Countryman||Director|
|Tommy R. Franks||Director|
|Charles K. Gifford||Director|
|Monica C. Lozano||Director|
|Walter E. Massey||Director|
|Thomas J. May||Director|
|Patricia E. Mitchell||Director|
|Joseph W. Prueher||Director|
|Charles O. Rossotti||Director|
|Thomas M. Ryan||Director|
|O. Temple Sloan, Jr.||Director|
|Meredith R. Spangler||Director|
|Robert L. Tillman||Director|
|Jackie M. Ward||Director|
|Kenneth D. Lewis||Chairman, Chief Executive Officer and President|
|Joe L. Price||Chief Financial Officer|
|Amy Woods Brinkley||Chief Risk Officer|
|Barbara J. Desoer||President, Consumer Real Estate Operations of Countrywide Financial Corporation|
|Liam E. McGee||President, Consumer and Small Business Bank|
|Brian T. Moynihan||President, Global Banking and Global Wealth and Investment Management|
|Richard K. Struthers||President, Global Card Services|
(B) The Change in Control Purchase Notice filed as an exhibit to the Schedule TO is hereby amended as follows: the first paragraph in the section entitled Important Tax Information, which paragraph begins with the words To ensure , is deleted in its entirety.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|MERRILL LYNCH & CO., INC.|
|By:||/s/ JOHN THURLOW|
Dated: February 5, 2009