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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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
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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.)
Massachusetts
Health & Education Tax-Exempt Trust
(Name of
Issuer)
Auction
Rate Preferred Stock
(Title
of Class of Securities)
575672209
(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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*
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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.
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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.
575672209
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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)
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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) ¨
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(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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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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OWNED
BY
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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
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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
Massachusetts Health & Education Tax-Exempt Trust, 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*
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HC,
CO
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SCHEDULE
13g
CUSIP No.
575672209
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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)
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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) ¨
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(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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NUMBER OF
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5.
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SOLE
VOTING POWER
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SHARES
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155
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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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EACH
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7.
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SOLE
DISPOSITIVE POWER
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REPORTING
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155
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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
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| 155 | ||
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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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40.3%
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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.
575672209
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Item
1(a).
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Name
of Issuer:
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Massachusetts
Health & Education Tax-Exempt Trust
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Item
1(b).
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Address
of Issuer's Principal Executive
Offices:
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100
BELLEVUE PARKWAY
WILMINGTON
DE 19809
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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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575672209,
575672308
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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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(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.
575672209
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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.
(a) Amount
beneficially owned:
155
Shares Auction Rate Preferred Stock
(b) Percent
of class:
40.3%
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
SEE ITEM
5 OF COVER PAGES
(ii) Shared
power to vote or to direct the vote:
SEE ITEM
6 OF COVER PAGES
(iii) Sole
power to dispose or to direct the disposition of:
SEE ITEM
7 OF COVER PAGES
(iv) 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.
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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 ¨
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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NOT
APPLICABLE
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
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Merrill
Lynch, Pierce, Fenner & Smith, Incorporated is a wholly owned subsidiary of
Merrill Lynch & Co., Inc.
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Item
8.
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Identification
and Classification of Members of the
Group.
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NOT
APPLICABLE
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Item
9.
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Notice
of Dissolution of Group.
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NOT
APPLICABLE
SCHEDULE
13G
CUSIP No.
575672209
Item
10. Certifications.
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
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MERRILL
LYNCH & CO., INC.
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MERRILL
LYNCH, PIERCE FENNER & SMITH
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INCORPORATED | |||
| By: /s/ Pia Thompson | By: /s/ Pia Thompson | |||
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Name:
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Pia
Thompson
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Name:
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Pia
Thompson
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Title:
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Assistant
Secretary
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Title:
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Assistant
Secretary
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*
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 Merr
ill 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: /s/
David H. Komansky
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Name: David
H. Komansky
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Title: President
and Chief Operating
Officer
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