UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 27, 1998
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Commission File Number 333-29015
MERRILL LYNCH DEPOSITOR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3891329
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(State or other jurisdiction (IRS Employer
of incorporation or organization Identification No.)
World Financial Center
New York, New York 10281-1323
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 449-1000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: [x] Yes [ ] No.
The Registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
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MERRILL LYNCH DEPOSITOR, INC.
TABLE OF CONTENTS
Page No.
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PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Balance Sheet as of March 27, 1998 3
Statements of Operations and Retained
Earnings for the three month period
ended March 27, 1998. 4
Statements of Cash Flows for the three
month period ended March 27, 1998. 5
Notes to Financial Statements 6-7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 1 Legal Proceedings 8
Item 2 Changes in Securities 8
Item 3 Defaults upon Senior Securities 8
Item 4 Submission of Matters to a Vote of
Security Holders 8
Item 5 Other Information 8
Item 6 Exhibits and Reports on Form 8-K 8
Signatures 9
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MERRILL LYNCH DEPOSITOR, INC.
BALANCE SHEET
AS OF MARCH 27, 1998
1998
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ASSET
Cash 0
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STOCKHOLDER'S EQUITY
Common Stock 0
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The accompanying notes are an integral part of these financial statements.
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MERRILL LYNCH DEPOSITOR, INC.
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE THREE MONTH PERIOD ENDED
MARCH 27, 1998
1998
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Revenues - Interest Income $ -
Expenses - Interest Expense -
Earnings Before Taxes -
Provision For Income Taxes -
Net Earnings -
Retained earnings, beginning of year -
Retained earnings, end of year $ -
The accompanying notes are an integral part of these financial statements.
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MERRILL LYNCH DEPOSITOR, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH PERIOD ENDED
MARCH 27, 1998
1998
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CASH FLOW FROM OPERATING ACTIVITIES:
Net earnings $ -
CASH FLOWS FROM FINANCING ACTIVITIES -
CASH FLOWS FROM INVESTING ACTIVITIES -
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CHANGE IN CASH -
CASH, BEGINNING OF YEAR -
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CASH, END OF YEAR $ -
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SUPPLEMENTAL INFORMATION:
Cash payments for interest and taxes $ -
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The accompanying notes are an integral part of these financial statements.
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MERRILL LYNCH DEPOSITOR, INC
NOTES TO FINANCIAL STATEMENTS
Note 1. Description of Business
Merrill Lynch Depositor, Inc.(the "Company"),was incorporated in the
state of Delaware on August 13, 1993 under the name Merrill Lynch Asset Backed
Securities, Inc. and changed its name to the present one on June 3, 1997. The
company is a wholly-owned, limited purpose subsidiary of Merrill Lynch Mortgage
Capital Inc., which is an indirect, wholly-owned subsidiary of Merrill Lynch &
Co.("ML&Co").
The Company has been established for the sole purpose of engaging in
the following activities: (a) acquiring, owning, holding, transferring,
pledging, selling, delivering, investing in or otherwise purchasing or disposing
of (and entering into agreements in connection with)(i) bonds, notes or other
evidences of indebtedness ("Debt Obligations"), debt or equity securities,
obligations, trust certificates ("Certificates") and other securities and
instruments (collectively, "Securities"), (ii) trade receivables
("Receivables"), (iii) loan agreements, promissory notes or other evidences of
indebtedness ("Loans") secured by Receivables or participation interests in
pools of receivables ("Participation Interests"), and (iv) Participation
Interests, in each case together with any related insurance contracts and
agreements with dealers, originators and servicers of such Receivables; (b)
acting as settlor or depositor of trusts formed under trust agreements or other
agreements (each an "Agreement") to issue series (which may be divided into
classes) of Certificates representing undivided interests in Securities,
Receivables, Loans, Participation Interests, Subordinated Interests (as defined
below), and to enter into any other agreement in connection with the
authorization, purchase, issuance, sale and delivery of Certificates;(c)
arranging or otherwise providing for credit support or other enhancement for any
series of Certificates,such as insurance policies, letters of credit, puts,
calls, interest rate swaps, currency swaps, floors, caps, collars and other
forms of hedging contracts; (d) using proceeds from the Certificates as provided
in the Agreements and loaning, investing or otherwise applying proceeds and any
other income as determined by the Company's Board of Directors; (e) holding,
pledging, transferring or otherwise dealing with Certificates, Debt Obligations
and any Certificates or Debt Obligations representing a subordinated undivided
in Receivables, Loans and/or Participation Interests ("Subordinated Interests")
or a residual interest in Receivables ("Residual Interests'); (f) authorizing,
issuing, selling and delivering subordinated indebtedness; and (g) exercising
all powers permitted to corporations under the laws of the State of Delaware
that are necessary or convenient to accomplish the foregoing.
Each series of the Company's Certificates will be secured by, or
represent ownership of, a separate and identifiable pool of Debt Obligations
purchased in connection with the issuance of such Certificates.
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The Debt Obligations for each series of Certificates will be the
Trustee under each Agreement on behalf of the holders of the Certificates of
that series, and will not be available for the Certificates of any other series.
At March 27, 1998, the Company had one registration statement on Form
S-3 with the Securities and Exchange Commission for the issuance of
approximately $502 million of securities.
Note 2. Accounting Policies
The Company may borrow funds from an affiliate, as needed. Interest
expense is allocated to the Company based on the rate of the asset financed. All
other operating expenses are charged directly to the Parent.
Note 3. Income Taxes
The results of operations of the Company are included in the
consolidated Federal income tax return of ML&Co. ML&Co. allocates the income
taxes to its subsidiaries in a manner that approximates the separate company
method.
The Company uses the asset and liability method in providing income
taxes on all transactions that have been recognized in the financial statements.
The asset and liability method requires that deferred taxes be adjusted to
reflect the tax rates at which future taxable amounts will be settled or
realized. The effects of tax rate changes on future deferred tax liabilities and
deferred tax assets, as well as other changes in income tax laws, are recognized
in net earnings in the period such changes are enacted.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceedings, nor is
the Company aware of any proceedings contemplated by governmental
authorities.
Item 2. Changes in Securities
Omitted pursuant to general instruction H(1) (a) and (b) of the
Form 10-Q.
Item 3. Defaults upon Senior Securities
Omitted pursuant to general instruction H(1) (a) and (b) of the
Form 10-Q.
Item 4. Submission of Matters to a Vote of Security Holders
Omitted pursuant to general instruction H(1) (a) and (b) of the
Form 10-Q.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K:
There are no exhibits required to be filed
with this report.
(b) Reports for the Trust prepared by the
Master Servicer are filed on Form 8-K.
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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, thereunto duly authorized.
By:\s\Frank D. Ronan
Name: Frank D. Ronan
Title: President / EVP
Dated: May 15, 1998
By:\s\Barry N. Finkelstein
Name: Barry N. Finkelstein
Title: Senior VP / Secretary / Treasurer
Dated: May 15, 1998
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