FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MERRILL LYNCH DEPOSITOR, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3891329
(State of incorporation or organization) (I.R.S. Employer Identification No.)
World Financial Center,
New York, New York 10281
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Not applicable Not applicable
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [x]
Securities Act registration file number to which this form relates:
333-29015
Securities to be registered pursuant to Section 12(g) of the Act:
$40,303,000 Initial Principal Amount Public STEERS(R) Trust Certificates,
Series 1998 IBM-Z2, Class A Trust Certificates
(the "Class A Certificates")
$50,000,000 Principal Amount At Maturity Public STEERS(R) Trust Certificates,
Series 1998 IBM-Z2, Class B Trust Certificates
(the "Class B Certificates")
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Certificates and Class B Certificates
to be registered hereunder is set forth under the captions entitled:
"Description of the Trust Certificates" in the registrant's prospectus
supplement dated February 9, 1998 (the "Prospectus Supplement"), and
"Description of the Trust Certificates" in the registrant's prospectus dated
September 18, 1997 (the "Prospectus"), which descriptions are incorporated
herein by reference. The registrant filed the Prospectus Supplement and
Prospectus with the Securities and Exchange Commission (the "SEC") on February
11, 1998 pursuant to Rule 424(b)(5) under the Securities Act of 1933.
Item 2. Exhibits
1. Amended and Restated Certificate of Incorporation of the
registrant is set forth as Exhibit 3.1 to the registrant's
Registration Statement on Form S-3 (Registration No. 333-29015)
(the "Registration Statement") and is incorporated herein by
reference.
2. By-laws of the registrant are set forth as Exhibit 3.2 to the
Registration Statement and are incorporated herein by reference.
3. Standard Terms for Trust Agreements are set forth as Exhibit 4.1
to the Form 8-K dated February 20, 1998 and filed by the
registrant with the SEC on February 27, 1998 and are incorporated
herein by reference.
4. Series 1998 IBM-Z2 Supplement (the "Series Supplement") to the
Standard Terms for Trust Agreements is set forth as Exhibit 99.1
to the Form 8-K dated February 20, 1998 and filed by the
registrant with the SEC on February 27, 1998 and is incorporated
herein by reference.
5. Form of the Class A Certificates is set forth as Exhibit B to the
Series Supplement and is incorporated herein by reference.
6. Form of the Class B Certificates is set forth as Exhibit C to the
Series Supplement and is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
MERRILL LYNCH DEPOSITOR, INC.
Date: March 12, 1998 By: /S/ BARRY N. FINKELSTEIN
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Name: Barry N. Finkelstein
Title: Secretary and Treasurer
(R) "STEERS" is a registered service mark of Merrill Lynch & Co., Inc.
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