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In the United States District Court for the Southern IN THE UNITED STATES DISTRICTCOURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN RE MERRILL LYNCH & CO., INC. >laster File So.: 02 >lDL 1484 RESEARCH REPORTS SECURITIES LITIGATION Civil Action No. 02-CV-4242 (MP) COSSOLIDATED ARIESDED This document This relates to: COhlPLAIXT IN RE MERRILLLYS’CH & CO., INC. *,,/ *,,/ INTERNETINFRASTRUCTURE HOLDRs .JURY TRIAL DEAlASDED SECURITIES LITIGATION Plaintiffs allege the followingupon personal knowledge as to themselves andtheir acts and, as to all other matters, upon information and belief based upon,iuter afiu,the investigation made by and through their attorneys, including a review of the public filings of Defendants Merri11 Lynch Pierce Fenner & Smith (“MLPFS”, and together with Menill Lynch &: Co.. Inc.. “Merrill Lynch”), Merrill Lynch & Co., Inc., and Merrill Lynch Internet Infrastructure Holdrs/SM Trust (“IIH” or the “Trust”) with the Securities and Exchange Commission (“SEC“). public filings of the New York State Attorney General concerning Merrill Lynch, pleadinss. news articles, and other papers: NATURE OF THE ACTION 1. This is a securities class action brought on behalf of Plaintiffs and all other persons or entities, except for Defendants, who purchased Internet Infrastructure HOLDRSSM depository receipts (“Internet Infrastructure HOLDRS”) during the period February 24, 2000 through April 8, 2002, inclusive (the “Class”and the “Class Period”). 2. This action, which asserts liability under $1 1 of the Securities Act of 1933 (“Securities Act”), arises out of a series of false and misleading statements, and omissions of material fact, within a Registration Statement and Prospectus (together, the “Prospectus”) filed with the SEC on February 24, 2000, for the issuance and initial public offering (the “Offering”) of one billion Internet Infrastructure HOLDRS. 3. Beginning in 1999,Merrill Lynch created multiple trusts that werecomposed of underlying securities of companiesin the technology sector. The Internet Infrastructure HOLDRS are “basket securities.”Each Internet Infrastructure HOLDRS represents an undivided beneficial ownership in 20 specific companies in the Internet infrastructure sector of the technology industry (the “underlying securities”). The price of the Internet Infrastructure HOLDRS was directly related to, and shifted with, the price of the underlying securities. A Merrill Lynch corporate entity was both the issuerand underwriter of the Internet Infrastructure HOLDRS. 4. Throughoutthe Class Period, Merrill Lynch issued amendments to theProspectus January 26, 2001 and March 12, 2002 (the “Amendments”). The Prospectusand the Amendments are referred to herein as the “Prospectuses.” 5. TheProspectuses were materially false and misleading because, irlter- alicl, Merrill Lynch made material misrepresentationsand omissions regarding the IIH Trust, the underlqing securities and the risks associated with an investment in the IIH Trust and failed to disclose inter- alia that there were material systemic conflicts of interest which pervaded the research department at Merrill Lynch. 2 JURISDICTION AND VENUE 6. This action arises under sections 1 I, 12(a)(2),and 15 of the Securities Act, 15 U.S.C. $5 77k, 771(a)(2), and 770. 7. The jurisdiction of this Court is based on section 22 of the Securities Act, 15 U.S.C. fj 77v; and on sections 1331 and 1337(a) of the Judicial Code, 28 U.S.C. $5 1331, 1337(a). Venue is proper in this District under section 27 of the Securities Act, 15 U.S.C. 6 78(aa), and section 1391 (b) of the Judicial Code,28 U.S.C. $ 139l(b). Theprincipal offices of Defendants Merrill Lynch & Co., Inc. and MLPFS are located in this District; a significant amount of the conduct and transactions givingrise to the claims alleged herein; and the preparation and disseminationto the investing public of this false information, occurredin this District. 8. In connectionwith the acts and conductalleged herein, Defendants directly and indirectly used the means and instrumentalities of interstate commerce, including thefacilities of the national securities exchangesand United States mails. THE PARTIES 9. As set forth on the attached certification, Lead Plaintiff Quentin Kapke purchased Internet Infrastructure HOLDRS and was damaged thereby. 10. As set forth on the attached certification, Plaintiff Leonard E. Jacobs purchased Internet Infrastructure HOLDRS and was damaged thereby. 11. Defendant Merrill Lynch & Co., Inc., a Delaware corporation, is a holding company that, through its subsidiaries andaffiliates, engages in retail and institutional sales to its customers, provides investment-banking servicesto businesses, and publishes research reports and ratings on stocks. Defendant MerrillLynch & Co.’s principal place of businessis located at 3 250 Vesey Street, New York, New York 10281. Defendant Merrill Lynch & Co. was the underwriter of Internet Infrastructure HOLDRS. 12. DefendantMerrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), a wholly owned subsidiary of MerrillLynch & Co., Inc., is a licensed brokerldealer in the United States, does business worldwide, andis controlled by Merrill Lynch & Co., Inc. through contracts, stock ownership, and related officersand directors. MLPFS, a Delaware corporation, has its principal place of business in New York, New York. MLPFS engages in retail and institutional sales to its customers, provides investment-banking servicesto businesses, and publishes research reports and ratingson stocks. Defendant MLPFS \vas the registrant of IIH, the issuer of Internet Infrastructure HOLDRSand an underwriter of the Offering. 13. Defendant IIH is a trust fornled by Defendant Merrill Lynch & Co. under a depository trust agreement dated as of February18, 2000. The Trust, along with Defendant MLPFS issued the Internet Infrastructure HOLDRS, which trades under the symbol “IIH”on the American Stock Exchange (“AMEX”). The Trust’s stated purpose was to pernit shareholders “to diversify [their] investment in the Internet infrastructure segment of theInternet industry through a single, exchange-listed instrument representing [their] undivided beneficial onmership of the underlying securities.” 14. Defendant John L. Steffens was, at all times relevant hereto, Vice Chairman of the Board of Directors of Merrill Lynch; and Chief Executive Officer, Chairman ofBoard the and President of MLPFS. Defendant Steffens signed the Prospectus. 15. Defendant E. Stanley O’Neal was, at all times relevant hereto, Executive Vice President and Director of MLPFS. Defendant O’Neal signed the Prospectus. 4 16. Defendant George A. Schieren was, at all times relevant hereto, General Counsel, Senior Vice President, and a Director of MLPFS. Defendant Schieren signed the Prospectus. 17. Defendant Ahmass L. Fakahany was, at all times relevant hereto, Senior Vice President, Chief Financial Officerand Controller of MLPFS. Defendant Fakahany signed the Prospectus. 18. Defendant Henry Blodget (“Blodget”) was, at all relevant times, a First Vice President of Merrill Lynch and was Merrill Lynch’s primary analystfor companies in the Internet sector. As discussed below, Blodget was retained by Merrill Lynch to bring investment banking business to Merrill Lynch, and earned many millions of dollars as Merrill Lynch’s premier analyst of Internet stocks, the majorityof which was based on the amountof investment banking business that he generated. Merrill Lynch reportedly paid him in excess of S5 million in 2000 and approximately $12 million in 2001 -- with some estimates as high as S20 million per year -- in addition to a $2 million buy-out when Blodget left Merrill Lynch in November 2001. Blodget issued analyst reports relatingto companies in IIH, including, Infospace, Openwnve, Inktomi, Exvdus and Real Networks. 19. The individuals named as defendants in paragraphs 14- 17 are collectively referred to herein as the “Director Defendants.” CLASS ACTION ALLEGATIONS 20. Plaintiffs bring this action as a class action pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3) on behalf of the Class, consistingof all persons who purchased or otherwise acquired Internet Infrastructure HOLDRS from February 24, 2000, throughApril 8, 2002, inclusive (the “Class” and the “Class Period”). Excluded from the Class are Defendants; members of the immediate families of the Director Defendants; any entityin which any 5 Defendant has or hada controlling interest; and legal representatives, heirs, successors, or assigns of any Defendant. 2 1. As of March 6, 2002, there were 6.548 million outstanding Internet Infrastructure HOLDRS. The Internet Infrastructure HOLDRS are traded on theAMEX under the symbol “IIH.” The members of the Class areso numerous that joinder of all members is impracticable. While the exact number of Class membersis unknown to Plaintiffs, and can only be ascertained through appropriate discovery, Plaintiffs believe that there are thousands of Class members. Record owners and members of the Class may be identifiedfrom records maintained by IIH or its transfer agent, and may be notified of the pendency of this action by mail,using the form of notice similar to that generally used in securities class actions. 22. Plaintiffs’ claim are typical of the claims of the members of the Class in that Plaintiffs and each Class member purchased Internet Infrastructure HOLDRS duringthe Class Period and suffered injury as a result. 23. Plaintiffs will fairly and adequately protect the interests of the members of the Class and have retained counsel competentand experienced in securities and class
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