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UNITED STATES DISTRICT COURT Merrill Lynch Internet

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UNITED STATES DISTRICT COURT Merrill Lynch Internet 04/20/2002 03:12 AM EST UNITED STATES DISTRICT COURT Merrill Lynch Internet Infrastructure HOLDRS SOUTHERN DISTRICT OF NEW YORK X IN RE INITIAL PUBLIC OFFERING SECURITIES : LITIGATION Master File No. 21 MC 92 (SAS) : : : X X 01 Civ. 7654 (SAS) IN RE INTERNET INFRASTRUCTURE HOLDRS : INITIAL PUBLIC OFFERING SECURITIES : LITIGATION : CONSOLIDATED AMENDED : CLASS ACTION COMPLAINT : FOR VIOLATIONS OF THE : FEDERAL SECURITIES LAWS : X Plaintiffs, by their undersigned attorneys, individually and on behalf of the Class described below, upon information and belief, based upon, inter alia, the investigation of counsel, which includes a review of public announcements made by Defendants, interviews with individuals with knowledge of the acts and practices described herein, Securities and Exchange Commission ("SEC") filings made by Defendants, press releases, and media reports, except as to Paragraph 11 applicable to the named Plaintiffs which is alleged upon personal knowledge, bring this Consolidated Amended Complaint (the "Complaint") against the Defendants named herein, and allege as follows: NATURE OF THE ACTION 1. This is a securities class action alleging violations of the federal securities laws in connection with the initial public offering conducted beginning on or about February 24, 2000 and proceeding on a continuous basis thereafter (the "IPO" or the "Offering") of Depository Receipts 04/20/2002 03:12 AM EST issued by Internet Infrastructure HOLDRS Trust, and referred to as Internet Infrastructure HOLDRS depositary receipts ("Internet Infrastructure HOLDRS"), and the trading of Internet Infrastructure HOLDRS in the aftermarket through December 6, 2000, inclusive (the "Class Period"). 2. The Internet Infrastructure HOLDRS are "basket securities." Each round lot of 100 Internet Infrastructure HOLDRS represents an undivided beneficial ownership interest in 20 specified "Internet Infrastructure" companies (the "Underlying Securities"). The initial offering price of the Internet Infrastructure HOLDRS was calculated based on the price of the Underlying Securities at the close of trading the day before the IPO, and thereafter the Internet Infrastructure HOLDRS price moved in response to changes in the prices of the Underlying Securities. Merrill, Lynch, Pierce, Fenner & Smith, Incorporated ("Merrill Lynch") created the issuer, Internet Infrastructure HOLDRS Trust. Merrill Lynch and its corporate parent, Merrill Lynch & Co., Inc. ("ML & Co.") also underwrote and distributed Internet Infrastructure HOLDRS, selling 4,900,000 Internet Infrastructure HOLDRS in the initial distribution. 3. The Complaint alleges that the Registration Statement/Prospectus (defined below) was materially false and misleading because it failed to disclose that the aftermarket prices for a material proportion of the stocks making up the Internet Infrastructure HOLDRS' initial portfolio were inflated by manipulation of the type alleged in these coordinated actions. 4. In this regard, Merrill Lynch acted as co-manager of the initial public offerings of two of the Underlying Securities, and a syndicate member of a third. As alleged with respect to these offerings, Merrill Lynch, along with other underwriters named as Defendants in these coordinated actions, created artificial demand for those stocks by conditioning share allocations - 2 - 04/20/2002 03:12 AM EST upon the requirement that customers agree to purchase shares of those stocks in the aftermarket and, in some instances, to make those purchases at pre-arranged, escalating prices ("Tie-in Agreements"). 5. In connection with the IPO, Merrill Lynch filed with the SEC a registration statement ("Registration Statement") and a prospectus ("Prospectus"). The Registration Statement and Prospectus will, at varying times, be collectively referred to hereinafter as the "Registration Statement/Prospectus." The Registration Statement/Prospectus was declared effective by the SEC on or about February 24, 2000. 6. The Registration Statement/Prospectus was materially false and misleading in that it failed to disclose, among other things further described herein, that the market price of Internet Infrastructure HOLDRS was inflated by virtue of the fact that a material proportion of the Underlying Securities had been manipulated. 7. As part and parcel of the scheme alleged herein, Merrill Lynch also improperly utilized its analysts, who were compromised by conflicts of interest, to artificially inflate or maintain the price of certain of the Underlying Securities by issuing favorable recommendations in connection therewith, as set forth in the "Use of Analysts" section of the Master Allegations. JURISDICTION 8. This Court has jurisdiction over the subject matter of this action pursuant to Section 22 of the Securities Act of 1933 (the "Securities Act") (15 U.S.C. § 77v) and Section 27 of the Securities Exchange Act of 1934 (the "Exchange Act") (15 U.S.C. § 78aa) and 28 U.S.C. § 1331. - 3 - 04/20/2002 03:12 AM EST 9. Plaintiffs bring this action pursuant to Sections 11 and 15 of the Securities Act (15 U.S.C. § 77k and §77o) and Sections 10(b) and 20(a) of the Exchange Act as amended (15 U.S.C. § 78j(b) and § 78t(a)), and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5). Venue is proper in this District as Merrill Lynch and ML & Co. have offices in the Southern District of New York, conduct business in the Southern District of New York and many of the wrongful acts engaged in by all Defendants and alleged herein took place or originated in the Southern District of New York. 10. In connection with the acts alleged in the Complaint, Defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the mails, interstate telephone communications and the facilities of the national securities markets. PARTIES PLAINTIFFS 11. Plaintiffs Jack Cobb and David Trost ("Plaintiffs") purchased or otherwise acquired Internet Infrastructure HOLDRS traceable to the IPO, in the open market or otherwise during the Class Period, at prices that were artificially inflated by Defendants’ misconduct and were damaged thereby. DEFENDANTS 12. Defendant ML & Co. is a holding company headquartered in New York that provides, through its subsidiaries and affiliates, investment banking, insurance and related services. - 4 - 04/20/2002 03:12 AM EST 13. Defendant Merrill Lynch is the principal subsidiary of ML & Co., a licensed broker/ dealer in the United States, does business worldwide, and is controlled by ML & Co. through stock ownership, contracts, related officers and directors, and dictated or influenced the activities of Merrill Lynch, its direct and indirect subsidiaries, affiliates and employees. According to the Report on Form 10-K405 filed by ML & Co. with the SEC for the year ended December 31, 2000, Merrill Lynch sometimes does business as "Merrill Lynch & Co." 14. Defendant Ahmass L. Fakahany ("Fakahany") was, all relevant times herein, Chief Financial Officer and Controller of Merrill Lynch. Fakahany signed the Registration Statement. 15. Defendant John L. Steffens ("Steffens") was, at all relevant times herein, Chief Executive Officer and Chairman of the Board of Merrill Lynch. Steffens signed the Registration Statement. 16. Fakahany and Steffens will be, at varying times, collectively referred to herein as the "Individual Defendants." CLASS ACTION ALLEGATIONS 17. Plaintiffs bring this action as a class action pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure on behalf of a class consisting of all persons and entities who purchased or otherwise acquired the Internet Infrastructure HOLDRS Depository Receipts during the Class Period and were damaged thereby (the "Class"). 18. Members of the Class are so numerous that joinder of all members is impracticable. Specifically: (a) There were 4,900,000 Internet Infrastructure HOLDRS sold in the initial distribution pursuant to the Registration Statement Prospectus; and - 5 - 04/20/2002 03:12 AM EST (b) While the exact number of Class members is unknown to the Plaintiffs at this time and can only be ascertained through appropriate discovery, Plaintiffs believe that there are hundreds, if not thousands of Class members who purchased or otherwise acquired Internet Infrastructure HOLDRS during the Class Period. 19. Plaintiffs' claims are typical of the claims of the other members of the Class. Plaintiffs and the other members of the Class have sustained damages because of Defendants' unlawful activities alleged herein. Plaintiffs have retained counsel competent and experienced in class and securities litigation and intend to prosecute this action vigorously. The interests of the Class will be fairly and adequately protected by Plaintiffs. Plaintiffs have no interests which are contrary to or in conflict with those of the Class which Plaintiffs seek to represent. 20. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy. Plaintiffs know of no difficulty to be encountered in the management of this action that would preclude its maintenance as a class action. Furthermore, since the damages suffered by individual members of the Class may be relatively small, the expense and burden of individual litigation make it economically impracticable for the members of the Class to seek redress individually for the wrongs they have suffered. 21. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting
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