Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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APPROVAL
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OMB
Number: 3235-0145
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UNITED
STATES
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Expires:
February 28, 2009
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| SECURITIES AND EXCHANGE COMMISSION |
Estimated
average burden
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Washington,
D.C. 20549
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hours
per response...
10.4
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SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No.)
Van
Kampen High Income Trust II
(Name of
Issuer)
Auction
Rate Preferred Stock
(Title of Class of Securities)
920913308
(CUSIP
Number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
x Rule
13d-1(b)
¨ Rule
13d-1(c)
¨ Rule
13d-1(d)
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*
|
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.
|
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13G
CUSIP No.
920913308
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1.
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NAME
OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
MERRILL
LYNCH & CO., INC. (MERRILL LYNCH)
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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(a) ¨
(b) ¨
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3.
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SEC
USE ONLY
|
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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||
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NUMBER
OF
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5.
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SOLE
VOTING POWER
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SHARES
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Disclaimed
(See #9 below)
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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|
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Disclaimed
(See #9 below)
|
|
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EACH
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7.
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SOLE
DISPOSITIVE POWER
|
|
REPORTING
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Disclaimed
(See #9 below)
|
|
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PERSON
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8.
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SHARED
DISPOSITIVE POWER
|
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WITH
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Disclaimed
(See #9
below)
|
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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Merrill
Lynch & Co., Inc. disclaims beneficial ownership in all Shares of Van
Kampen High Income Trust II, held by Merrill Lynch, Pierce Fenner and
Smith, Inc.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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¨
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
|
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Disclaimed
(See #9 above)
|
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12.
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TYPE
OF REPORTING PERSON*
|
|
|
HC,
CO
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SCHEDULE
13G
CUSIP No.
920913308
|
1.
|
NAME
OF REPORTING PERSONS
|
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
MERRILL
LYNCH, PIERCE FENNER & SMITH, INCORPORATED
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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(a) ¨
(b) ¨
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3.
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SEC
USE ONLY
|
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
Delaware
|
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NUMBER
OF
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5.
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SOLE
VOTING POWER
|
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SHARES
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201
|
|
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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OWNED
BY
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0
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|
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EACH
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7.
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SOLE
DISPOSITIVE POWER
|
|
REPORTING
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201
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|
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PERSON
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8.
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SHARED
DISPOSITIVE POWER
|
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WITH
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0
|
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
|
201
|
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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¨
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
|
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13.9%
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12.
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TYPE
OF REPORTING PERSON*
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BD,
IA
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SCHEDULE
13G
CUSIP NO.
920913308
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Item
1(a).
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Name
of Issuer:
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Van
Kampen High Income Trust II
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Item
1(b).
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Address
of Issue
r's Principal Executive
Offices:
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VAN
KAMPEN INVESTMENTS INC.
522 FIFTH
AVENUE
NEW YORK
NY 10036
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Item
2(a).
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Name
of Person Filing:
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MERRILL
LYNCH & CO., INC. (ML&CO)
MERRILL
LYNCH, PIERCE FENNER & SMITH, INCORPORATED (MLPFS)
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Item
2(b).
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Address
of Principal Business Office, or if None,
Residence:
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The
principal business office for Merrill Lynch & Co., Inc. and Merrill Lynch,
Pierce Fenner & Smith, Incorporated is 4 World Financial Center, 250 Vesey
Street, New York, NY 10080.
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Item
2(c).
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Citizenship:
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SEE ITEM
4 OF COVER PAGES
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Item
2(d).
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Title
of Class of Securities:
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AUCTION
RATE PREFERRED STOCK
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Item
2(e).
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CUSIP
Numbers:
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920913308,
920913407
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is
a:
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(a)
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x
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Broker
or dealer registered under Section 15 of the Exchange
Act.
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(b)
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¨
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Bank
as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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¨
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Insurance
company as defined in Section 3(a)19) of the Exchange
Act.
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(d)
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¨
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Investment
company registered under Section 8 of the Investment Company
Act.
|
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(e)
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x
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
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(f)
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¨
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
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(g)
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¨
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
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(h)
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¨
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act
|
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(i)
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¨
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act
|
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(j)
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¨
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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SCHEDULE
13G
CUSIP No.
920913308
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Item
4.
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Ownership.
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
The
number of shares reported herein represents combined holdings in multiple series
of auction rate preferred securities of the issuer, which are treated herein as
one class of securities in accordance with the Securities and Exchange
Commission’s Auction Rate Securities Global Exemptive Relief no action letter
issued on September 22, 2008.
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(a)
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Amount
beneficially owned:
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201
Shares Auction Rate Preferred Stock
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(b)
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Percent
of class:
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13.9%
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(c)
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Number
of shares as to which such person
has:
|
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(i)
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Sole
power to vote or to direct the
vote:
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SEE ITEM
5 OF COVER PAGES
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(ii)
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Shared
power to vote or to direct the
vote:
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SEE ITEM
6 OF COVER PAGES
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(iii)
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Sole
power to dispose or to direct the disposition
of:
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SEE ITEM
7 OF COVER PAGES
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(iv)
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Shared
power to dispose or to direct the disposition
of
|
SEE ITEM
8 OF COVER PAGE
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following ¨
|
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another
Person.
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NOT
APPLICABLE
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
Merrill
Lynch, Pierce, Fenner & Smith, Incorporated is a wholly owned subsidiary of
Merrill Lynch & Co., Inc.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
NOT
APPLICABLE
|
Item
9.
|
Notice
of Dissolution of Group.
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NOT
APPLICABLE
SCHEDULE
13G
CUSIP No.
920913308
|
Item
10.
|
Certifications.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After
reasonable 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.
January
12, 2009
| MERRILL LYNCH & CO., INC. | MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED |
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By:
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/s/ Pia Thompson
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By:
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/s/ Pia Thompson
|
|
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Name:
|
Pia
Thompson
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Name:
|
Pia
Thompson
|
|
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Title:
|
Assistant
Secretary
|
Title:
|
Assistant
Secretary
|
|
*
Executed pursuant to a Power of Attorney, dated November 17, 1995, a copy of
which is attached hereto as Exhibit A.
Schedule
13G
Exhibit
A
Power of
Attorney
The undersigned, Merrill Lynch &
Co., Inc. (the "Corporation"), a corporation duly organized under the laws of
Delaware, with its principal place of business at World Financial Center, North
Tower, 250 Vesey Street, New York, New York 10281 does hereby make, constitute
and appoint Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T.
Russo, or any individual from time to time elected or appointed as secretary or
an assistant secretary of the Corporation, acting severally, each of whose
address is Merrill Lynch & Co., Inc., World Financial Center, North Tower,
250 Vesey Street, New York, New York 10281, as its true and lawful attorneys-
in-fact, for it and in its name, place and stead (i) to execute on behalf of the
Corporation and cause to be filed and/or delivered, as required under Section
13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations
thereunder, any number, as appropriate, of original, copies, or electronic
filings of the Securities and Exchange Commission Schedule 13D or Schedule 13G
Beneficial Ownership Reports (together with any amendments and joint filing
agreements under Rule 13d-1(f)(1) of the Act, as may be required thereto) to be
filed and/or delivered with respect to any equity security (as defined in Rule
13d-1(d) under the Act) beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) to execute on behalf of the Corporation and cause
to be filed and/or delivered, any number, as appropriate, of original, copies or
electronic filings of any forms (including without limitation), Securities and
Exchange Commission Forms 3, 4 and 5) required to be filed pursuant to Section
16(a) of the Act and the regulations thereunder, and (iii) generally to take
such other actions and perform such other things necessary to effectuate the
foregoing as fully in a all respects as if the undersigned could do if
personally present.
This Power of Attorney shall remain in
effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney, this 17th day of November 1995.
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MERRILL
LYNCH & CO., INC.
|
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|
By:
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/s/ David H. Komansky
|
|
|
Name:
|
David
H. Komansky
|
|
|
Title:
|
President
and Chief Operating
Officer
|
|