8-K: Current report filing
Published on April 11, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 11, 2002
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Merrill Lynch & Co., Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-7182 13-2740599
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
4 World Financial Center, New York, New York 10080
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On April 8, 2002, an ex parte proceeding under Article 23-A of the General
Business Law of the State of New York was initiated by the New York State
Attorney General against Merrill Lynch & Co., Inc. (the "Corporation") and
certain of its employees in the Supreme Court of the State of New York (New York
County). In an accompanying affidavit, an attorney in the Office of the Attorney
General of New York stated that the N.Y. Attorney General had determined to
commence a proceeding against the Corporation and the named employees
challenging the independence of certain Merrill Lynch research. Without there
having been a finding by the court of any violations or improper practices, an
order was issued (the "April 8th Order") restraining the Corporation and its
subsidiaries from engaging in acts that violate the General Business Law,
Article 23-A and from issuing research reports without including specific
disclosures about prior, current and prospective investment banking
relationships and the distribution of buy, hold and sell recommendations within
industry sectors.
Also on April 8, upon learning of the N.Y. Attorney General's action,
Merrill Lynch sought and obtained a stay of the court's order until 5:00 p.m. on
April 11, 2002. On April 11, 2002, the N.Y. Attorney General and the Corporation
mutually agreed to extend the current stay until April 19, 2002 at 12:00 noon.
The parties have agreed to enter into good faith negotiations during the
period of this extended stay of the terms of an agreement that would provide for
the inclusion of additional disclosure in Merrill Lynch research reports and
that would alleviate certain collateral consequences of the relief requested.
The parties have agreed that if such an agreement is reached, they will jointly
request the Court before the stay expires to vacate the injunctive provisions of
the April 8th Order.
The Corporation believes that the characterization of its research
practices and the allegations made in the application filed by the N.Y. Attorney
General are without merit and objects to the fact that it was not given any
opportunity to contest these allegations in court before they were made public
by the Attorney General at a press conference. It believes that a fair review of
the facts will show that it has conducted its research with independence and
integrity and that it has been a leader in practices to assure the independence
of its highly regarded Research group. The Corporation will continue to
cooperate with various congressional, regulatory and state officials, including
the N.Y. Attorney General, to enhance its research policies and procedures and
disclosures of relationships with the companies covered by its research
analysts.
* * *
Merrill Lynch may make or publish forward-looking statements about
management expectations, strategic objectives, business prospects, anticipated
expense savings and financial results, and other similar matters. A variety of
factors, many of which are beyond Merrill Lynch's control, affect its
operations, performance, business strategy, and results and could cause actual
results and experience to differ materially from the expectations and objectives
expressed in these statements. These factors include, but are not limited to,
actions and initiatives by both current and potential competitors, the effect of
current, pending, and future legislation or regulation both in the U.S. and
throughout the world, and additional factors described in Merrill Lynch's Annual
Report on Form 10-K and subsequent reports on Form 8-K and Form 10-Q, which are
available at the Securities and Exchange Commission's website,
http://www.sec.gov.
Merrill Lynch undertakes no responsibility to update or revise any
forward-looking statements.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MERRILL LYNCH & CO., INC.
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(Registrant)
By: /s/ Andrea L. Dulberg
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Andrea L. Dulberg
Corporate Secretary
Date: April 11, 2002
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