SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 1998
MERRILL LYNCH DEPOSITOR, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-29015 13-3891329
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
World Financial Center,
New York, New York 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
INFORMATION TO BE INCLUDED IN REPORT
Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
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Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
Merrill Lynch Depositor, Inc. is filing this report on Form
8-K in order to file the term sheet attached hereto as an exhibit.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
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Item 601(a)
of Regulation S-K
Exhibit No. Description
- ----------- -----------
99.1 Terms Sheet dated March 25, 1998.
Item 8. Change in Fiscal Year
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
MERRILL LYNCH DEPOSITOR, INC.
Date: March __, 1998 By:
-----------------------------
Name:
Title:
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99.1 Terms Sheet dated March 25, 1998.
(R) "STEERS" is a registered service mark of Merrill Lynch & Co., Inc.
PUBLIC STEERS, SERIES MCIC-P1
MCI COMMUNICATIONS CORP.
PROPOSED TERMS
(AS OF MARCH 24, 1998)
Issuer: The Trust, which will be established by Merrill Lynch
Depositor, Inc., solely for the purpose of issuing the Trust
Certificates (the "Certificates")
Certificates
Offered: Public STEERS(R)Trust Certificates, Series 1998 MCIC-P1 (the
"Certificates")
Underlying
Securities: The sole assets of the Trust will be $50 million 7.125%
Debentures due June 15, 2027 (the "Underlying Securities")
issued by MCI Communications Corp. (the "Issuer")
Cusip: 552673AU9
Amount of
Certificates: $50 million
Trade Date: March 25, 1998
Start Date: April 7, 1998
Cut-Off
Date: December 15, 1997
Offering
Price: T.B.D. (UST5Y + 0.85%)
Certificate
Coupon: 7.125%
Certificate
Payment
Dates: Each June 15 and December 15, commencing June 15, 1998.
Modified following business day will apply without adjustment
for period end dates.
Coupon Day
Count: 30/360
Final Scheduled
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Distribution
Date: June 15, 2003. On the Final Scheduled Distribution Date, the
Trust will put the Underlying Securities to the Issuer at par
plus accrued and unpaid interest (the "Exercise Price"), which
it will distribute to the holders of the Certificates, unless
the call on the Underlying Securities has been exercised. If
such call has been exercised, the call holder will pay the
Exercise Price to the Trust which, in turn, will distribute
the Exercise Price to the holders of the Certificates.
Denom-
inations: $1,000 and integral multiples thereof.
Rating: "A2" by Moody's and "A" by S&P
PROPRIETARY AND CONFIDENTIAL
This material is for discussion purposes and we are not soliciting any action
based upon it. This term sheet does not constitute an offer to sell or the
solicitation of an offer to buy securities of the type described above. Actual
offering of securities of a particular issuer will be made, in accordance with
applicable law, by prospectus or other appropriate offering documents. Any
information or descriptions contained herein will be superseded by such
information and descriptions contained in the final prospectus supplement
related to the offering of the Certificates. Although the information and
descriptions set forth above are reflective of the terms, as of the date
specified, under which Merrill Lynch Depositor believes an issuance of
Certificates might be structured, no assurance can be given that such an
issuance could in fact be executed and no obligation is created hereby to issue
such securities. We are acting solely in the capacity of underwriter and as an
affiliate of the Depositor and not in the capacity of your financial advisor or
fiduciary. You are advised to make an independent review and reach your own
conclusion regarding the economic benefits and risks of this transaction, and
the legal, tax and accounting aspects of this transaction as it relates to your
particular circumstances.
