UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 1, 2009
FIRST REPUBLIC PREFERRED CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Nevada | | 000-33461 | | 91-1971389 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
111 Pine Street, San Francisco, CA | | 94111 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (415) 392-1400
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.01 | Changes in Control of Registrant |
On September 15, 2008, Merrill Lynch & Co., Inc. (“Merrill Lynch”) entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 dated as of October 21, 2008, the “Merger Agreement”) with Bank of America Corporation (“Bank of America”). Pursuant to the Merger Agreement, on January 1, 2009, a wholly-owned subsidiary of Bank of America merged with and into Merrill Lynch, with Merrill Lynch continuing as the surviving corporation and a subsidiary of Bank of America (the “Merger”). As a result of the Merger, among other things, all of the direct and indirect subsidiaries of Merrill Lynch, including First Republic Preferred Capital Corporation (the “Registrant”), have become indirect subsidiaries of Bank of America.
In connection with the consummation of the Merger, each outstanding share of Merrill Lynch’s common stock, par value $1.33 1/3 per share (the “Common Stock”), except for specified shares of Common Stock held by Merrill Lynch and Bank of America and their respective subsidiaries, was converted into the right to receive 0.8595 of a share of Bank of America common stock for each share of Common Stock held immediately prior to the Merger.
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SIGNATURES
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.
| | | | | | | | |
| | | | FIRST REPUBLIC PREFERRED CAPITAL CORPORATION |
| | | | (Registrant) |
| | | |
| Date: January 5, 2009 | | | | By: | | /s/ Willis H. Newton, Jr. |
| | | | | | | | Willis H. Newton, Jr. |
| | | | | | | | Vice President, |
| | | | | | | | Chief Financial Officer, |
| | | | | | | | Treasurer and Director |
| | | | | | | | (Principal Financial Officer) |
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