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
Public STEERS(R) Trust New York Stock Exchange
Certificates, Series 1998 TRV-C1
(the "Certificates")
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. [x]
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. [ ]
Securities Act registration file number to which this form relates:
333-29015
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The description of the Certificates to be registered hereunder is set
forth under the captions entitled: "Description of the Trust
Certificates"; "Description of the Underlying Securities"; and
"Federal Income Tax Consequences" in the registrant's preliminary
prospectus supplement dated March 9, 1998 (the "Preliminary 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 and Prospectus Supplement with the
Securities and Exchange Commission (the "SEC") on March 11, 1998
pursuant to Rule 424(b)(5) under the Securities Act of 1933.
Item 2. Exhibits
3.1 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.
3.2 By-laws of the registrant are set forth as Exhibit 3.2 to the
Registration Statement and are incorporated herein by
reference.
4.1 Standard Terms for Trust Agreements dated February 20, 1998
(the "Standard Terms") 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.
4.2 Form of Series 1998 TRV-C1 Supplement (the "Series Supplement")
to the Standard Terms.
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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
------------------------------
Name: Barry N. Finkelstein
Title: Secretary and Treasurer
(R) "STEERS" is a registered service mark of Merrill Lynch & Co., Inc.
-3-
Exhibit 4.2 Form of Series Supplement.
PUBLIC STEERS(R) SERIES 1998 TRV-C1 TRUST
SERIES SUPPLEMENT
among
MERRILL LYNCH DEPOSITOR, INC.,
as Depositor,
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee,
and
UNITED STATES TRUST COMPANY OF NEW YORK,
as Securities Intermediary
Dated as of March __, 1998
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1
SERIES 1998 TRV-C1 SUPPLEMENT, dated as of March __, 1998 (the
"Supplement"), by and between MERRILL LYNCH DEPOSITOR, INC., a Delaware
corporation, as Depositor, UNITED STATES TRUST COMPANY OF NEW YORK, a New York
corporation, as Trustee and as Securities Intermediary.
W I T N E S S E T H:
WHEREAS, the Depositor desires to create the Trust designated
herein (the "Trust") by executing and delivering this Supplement, which shall
incorporate the terms of the Standard Terms for Trust Agreements, dated as of
February 20, 1998 (the "Standard Terms" and, together with this Supplement, the
"Trust Agreement"), by and among the Depositor, the Trustee and the Securities
Intermediary, as modified by this Supplement;
WHEREAS, the Depositor desires to deposit the Underlying
Securities set forth on Schedule I attached hereto into the Trust;
WHEREAS, in connection with the creation of the Trust and the
deposit therein of the Underlying Securities, it is desired to provide for the
issuance of the Certificates evidencing undivided interests in the Trust; and
WHEREAS, the Trustee has joined in the execution of the
Standard Terms and this Supplement to evidence the acceptance by the Trustee of
the Trust;
WHEREAS, the Securities Intermediary has joined in the
execution of the Standard Terms and this Supplement to evidence the acceptance
by the Securities Intermediary of its obligations thereunder and hereunder;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants expressed herein, it is hereby agreed by and among the
Depositor, the Trustee and the Securities Intermediary as follows:
Section 1. Incorporation of Standard Terms. (a) All of the
provisions of the Standard Terms, a copy of which is attached hereto as Exhibit
A, are hereby incorporated herein by reference in their entirety and this
Supplement and the Standard Terms shall form a single agreement among the
parties. In the event of any inconsistency between the provisions of this
Supplement and the provisions of the Standard Terms, the provisions of this
Supplement will control with respect to the transactions described herein.
Section 2. Definitions. Except as otherwise specified herein
or as the context may otherwise require, the following terms shall have the
respective meanings set forth below for all purposes under this Supplement
(Section 2(b) hereof sets forth terms listed in the Standard
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2
Terms that are not applicable to this Series). Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Standard Terms.
"Business Day": Any day that is not a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies in the
City of New York are authorized or obligated by law, regulation or executive
order to close and that also is specified as a Business Day with respect to the
Underlying Securities.
"Certificates": The Certificates issued in a stated amount of
$10 each, entitled to receive on each Distribution Date until the Final
Scheduled Distribution Date, distributions at a rate of 7.75% per annum on the
stated amount of such Certificates.
"Closing Date": March __, 1998.
"Collection Period": (i) With respect to each June 1
Distribution Date, the period beginning on the day after the December 1
Distribution Date of the previous year and ending on such June 1 Distribution
Date, inclusive, except for the June 1, 1998 Distribution Date, as to which the
Collection Period shall be the period beginning on the Cut-off Date and ending
on such June 1, 1998 Distribution Date, inclusive and (ii) with respect to each
December 1 Distribution Date, the period beginning on the day after the June 1
Distribution Date of that year and ending on such December 1 Distribution Date,
inclusive; provided, however, that clauses (i) and (ii) shall be subject to
Section 9(c) hereof.
"Corporate Trust Office": The office of the Trustee located at
114 West 47th Street, 25th Floor, New York, New York 10036, Attention: Corporate
Trust Department; provided, however, that the office at which certificated
securities are delivered for registration of transfer, cancellation or exchange
shall be the office of the Trustee, located at 111 Broadway, Lower Level, New
York, New York 10006.
"Cut-off Date": ________ __, 1998.
"Depository": The Depository Trust Company, its nominees and
their respective successors.
"Distribution Date": June 1 and December 1 of each year (or if
such date is not a Business Day, the next succeeding Business Day), commencing
on June 1, 1998 and ending on the Final Scheduled Distribution Date.
"Distribution Election": Upon notice of the events set forth
in Section 3.04 of the Standard Terms, the Trustee shall exercise the remedy set
forth in clause (i) of such Section.
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3
"Eligible Investments": As defined in the Standard Terms;
provided, however, that (i) the minimum required rating for long-term
instruments will be equal to the lower of the rating of the Underlying
Securities or the Trust Certificates, and (ii) the rating of any short-term
instruments will be [A-1+] by S&P and [P1] by Moody's; and provided, further,
that any such investment matures no later than the Business Day prior to the
next succeeding Distribution Date.
"Event of Default": (i) A default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any applicable grace period), (ii) a default in the payment of the
principal of or any installment of principal of any Underlying Security when the
same becomes due and payable and (iii) any other event specified as an event of
default in the Underlying Securities Indenture. For a summary of certain events
of default in the Underlying Securities Indenture, please refer to the
Prospectus Supplement.
"Final Scheduled Distribution Date": December 1, 2036.
"Fixed Pass-Through Rate": 7.75% per annum.
"Optional Exchange Date": Any Distribution Date.
"Ordinary Expenses": The compensation due to the Trustee for
Ordinary Expenses as defined in the Standard Terms, which, with respect to
Ordinary Expenses other than those referred to in clause (iii) of such
definition and other than the costs of converting to EDGAR format the periodic
reports required for the Trust under the Exchange Act, shall be fixed at
[$2,000] per annum (payable in semi-annual installments of [$1,000]).
"Pass-Through Rate": The Fixed Pass-Through Rate.
"Prepaid Ordinary Expenses": Zero (0).
"Prospectus Supplement": The Prospectus Supplement, dated
March __, 1998, relating to the Certificates.
"Rating Agency": Moody's and S&P.
"Record Date": The day immediately preceding each Distribution
Date.
"Series": Public STEERS(R) Trust Certificates, Series 1998
TRV-C1.
"Underlying Securities": The 25,000 7 3/4% Trust Preferred
Securities (liquidation value $1,000 per Trust Preferred Security) issued by the
Underlying Securities Issuer, as described in Schedule I hereto.
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4
"Underlying Securities Guarantor": Travelers Group Inc., a
Delaware corporation.
"Underlying Securities Issuer": Travelers Capital II, a
Delaware statutory business trust.
(b) The terms listed below are not applicable to this Series.
"Accounting Date"
"Administration Account"
"Administrative Agent"
"Administration Agreement"
"Administrative Agent Termination Event"
"Advance"
"Allocation Ratio"
"Calculation Agent"
"Credit Support"
"Credit Support Instrument"
"Credit Support Provider"
"Eligible Expense"
"Exchange Rate Agent"
"Floating Pass-Through Rate"
"Letter of Credit"
"Limited Guarantor"
"Limited Guaranty"
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5
"Notional Amount"
"Related Assets"
"Reserve Account"
"Requisite Reserve Amount"
"Retained Interest"
"Surety Bond"
"Swap Agreement"
"Swap Counterparty"
"Swap Distribution Amount"
"Swap Guarantee"
"Swap Guarantor"
"Swap Receipt Amount"
"Swap Termination Payment"
Section 3. Designation of Trust and Certificates. (a) The
Trust created hereby shall be known as the "Public STEERS(R) Series 1998 TRV-C1
Trust". The Certificates evidencing certain undivided ownership interests
therein shall be known as the "Public STEERS(R) Trust Certificates, Series 1998
TRV-C1".
(b) The Certificates shall be held through the Depository in
book-entry form and shall be substantially in the form attached hereto as
Exhibit B. The Certificates shall be issued in authorized denominations of $10
(the "Authorized Denomination") and integral multiples thereof. Except as
provided in the Standard Terms, the Trust shall not issue additional
Certificates or incur any indebtedness.
(c) On each Distribution Date, commencing on June 1, 1998 and
ending on the Final Scheduled Distribution Date (or such earlier date if the
maturity of the Underlying Securities is advanced), the Certificates will be
entitled to receive distributions at a rate of 7.75% per annum on the stated
amount of the Certificates.
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6
(d) On the Final Scheduled Distribution Date, the Certificates
will be entitled to a distribution of the stated amount of such Certificates.
(e) Any reference to the principal amount of the Certificates
shall be construed as a reference to the stated amount of the Certificates,
unless otherwise indicated.
Section 4. Satisfaction of Conditions to Initial Execution and
Delivery of Trust Certificates. The Trustee hereby acknowledges receipt, on or
prior to the Closing Date, of:
(i) the Underlying Securities set forth on Schedule I hereto;
and
(ii) all documents set forth in Section 5.12 of the Standard
Terms except that clauses (v), (vi) and (vii) of Section 5.12(a) shall
not apply to this Series.
Section 5. Distributions. On each Distribution Date, the
Trustee shall apply solely to the extent of Available Funds in the Certificate
Account as follows:
(i) first, to the Trustee, reimbursement for any approved
Extraordinary Trust Expenses incurred by the Trustee in accordance
with Section 6(b) hereof and approved by not less than 100% of the
Certificateholders;
(ii) second, to the Certificateholders, distributions accrued
during the related Collection Period at the rate of 7.75% per annum on
the stated amount of such Certificates and distributable on such
Certificates on such Distribution Date;
(iii) third, to the Certificateholders, if available, any
additional distribution owed and paid by the Underlying Securities
Issuer as a result of a delay in the receipt by the Trustee of any
payment on the Underlying Securities;
(iv) fourth, to the Certificateholders, on the Final Scheduled
Distribution Date only, a distribution of the stated amount of the
Certificates;
(v) fifth, to the Trustee, the Ordinary Expenses; and
(vi) sixth, to the extent there remain Available Funds in the
Certificate Account, to any creditors of the Trust in satisfaction of
liabilities thereto.
Subject to Section 9(f) hereof, to the extent Available Funds are insufficient
to make any required distributions due to the Certificates on any Distribution
Date, any shortfall will be carried over and will be distributed on the next
Distribution Date on which sufficient funds are available on the Available Funds
to pay such shortfall.
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7
Section 6. Trustee's Fees. (a) Payment to the Trustee of
Ordinary Expenses shall be as set forth in a separate agreement between the
Trustee and the Depositor. The Trustee agrees that in the event Ordinary
Expenses are not paid in accordance with such agreement, it shall (i) not have
any claim or recourse against the Trust or the property of the Trust with
respect thereto and (ii) continue to perform all of its services as set forth
herein unless it elects to resign as Trustee in accordance with Section 7.08 of
the Standard Terms.
(b) Extraordinary Trust Expenses shall not be paid out of the
Deposited Assets unless (i) the Trustee is satisfied that it will have adequate
security or indemnity in respect of such costs, expenses and liabilities, and
(ii) all the Certificateholders of Certificates then outstanding have voted to
require the Trustee to incur such Extraordinary Trust Expenses. If Extraordinary
Trust Expenses are not approved unanimously as set forth in clause (ii), such
Extraordinary Trust Expenses shall not be an obligation of the Trust, and the
Trustee shall not file any claim against the Trust therefor notwithstanding
failure of Certificateholders to reimburse the Trustee. In addition, if the
conditions in (i) and (ii) are not both satisfied, the Trustee shall not be
obligated to incur any Extraordinary Trust Expense.
Section 7. Optional Exchange. [Intentionally Omitted]
Section 8. Events of Default. Within 30 days of its receipt of
notice of the occurrence of an Event of Default, the Trustee will give notice to
the Certificateholders, transmitted by mail, of all such uncured or unwaived
Events of Default actually known to it. However, unless there is an Event of
Default relating to the payment of principal of or interest on any of the
Underlying Securities, the Trustee will be protected in withholding such notice
if in good faith it determines that the withholding of such notice is in the
interest of the Certificateholders.
Section 9. Miscellaneous. (a) The provisions of Section 4.04,
Advances, of the Standard Terms shall not apply to the Certificates.
(b) The Certificateholders shall not be entitled to terminate
the Trust or cause the sale or other disposition of the Underlying Securities.
(c) If the Trustee has not received payment with respect to a
Collection Period on the Underlying Securities on or prior to the related
Distribution Date, such distribution will be made promptly upon receipt of such
payment. No additional amounts shall accrue on the Certificates or be owed to
Certificateholders as a result of such delay; provided, however, that any
additional interest owed and paid by the Underlying Securities Issuer as a
result of such delay shall be paid to the Certificateholders, proportionately to
the ratio of their respective entitlements to interest payments.
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8
(d) The outstanding principal balance of the Certificates
shall not be reduced by the amount of any Realized Loss.
(e) The Trust may not engage in any business or activities
other than in connection with, or relating to, the holding, protecting and
preserving of the Deposited Assets and the issuance of the Certificates, and
other than those required or authorized by the Trust Agreement or incidental and
necessary to accomplish such activities. The Trust may not issue or sell any
certificates or other obligations other than the Certificates or otherwise
incur, assume or guarantee any indebtedness for money borrowed.
(f) Notwithstanding anything in the Trust Agreement to the
contrary, the Trustee may be removed upon 60 days prior written notice delivered
by the Holders of Certificates representing the Required Percentage--Removal.
(g) Merrill Lynch & Co. shall act as the Market Agent and
shall serve in such capacity in accordance with the terms of the Market Agent
Agreement attached hereto as Exhibit C.
Section 10. Notices. All directions, demands and notices
hereunder or under the Standard Terms shall be in writing and shall be delivered
as set forth below (unless written notice is otherwise provided to the Trustee).
If to the Depositor, to:
Merrill Lynch Depositor, Inc.
c/o Merrill Lynch & Co.
World Financial Center
New York, NY 10281
Attention: Frank D. Ronan
Telephone: (212) 449-6177
Facsimile: (212) 449-9054
If to the Trustee, to:
United States Trust Company of New York
114 West 47th Street
25th Floor
New York, New York 10036
Attention: Corporate Trust Department
-- Public STEERS(R), Series 1998 TRV-C1
Telephone: (212) 852-1667
Facsimile: (212) 852-1625
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If to the Securities Intermediary, to:
United States Trust Company of New York
114 West 47th Street
25th Floor
New York, New York 10036
Attention: Corporate Trust Department
-- Public STEERS(R), Series 1998 TRV-C1
Telephone: (212) 852-1667
Facsimile: (212) 852-1625
If to the Rating Agencies, to:
Moody's Investors Service, Inc.
99 Church Street 21W
New York, New York 10007
Attention: CBO/CLO Monitoring Department
Telephone: (212) 553-1494
Facsimile: (212) 553-0355
and to:
Standard & Poor's
26 Broadway
New York, New York 10004
Attention: Structured Finance Surveillance Group
Telephone: (212) 208-1191
Facsimile: (212) 208-0030
Section 11. Governing Law. This Supplement and the
transactions described herein shall be construed in accordance with and governed
by the law of the State of New York.
Section 12. Counterparts. This Supplement may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.
Section 13. Termination of the Trust. The Trust shall
terminate upon the earlier of (i) the payment in full at maturity or sale by the
Trust after a payment default on or an acceleration or other early payment of
the Underlying Securities and the distribution in full of all amounts due to the
Certificateholders and (ii) the Final Scheduled Distribution Date. To the extent
that the provisions of this Section 13 conflict with Section 9.01 of the
Standard Terms, the latter shall control.
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10
Section 14. Sale of Underlying Securities, Tax Event, Optional
Redemption.
(a) In the case of Extraordinary Trust Expenses approved by
100% of the Certificateholders of a given Class, pursuant to Section 6(b)
hereof, the Trustee may sell the Underlying Securities to pay such Extraordinary
Trust Expenses.
(b) If the Underlying Securities Guarantor exercises its right
to an Optional Redemption of the Underlying Securities in whole or in part on or
after December 1, 2006, or at any time upon the occurrence a Tax Event, the Call
Terms are as follows:
(i) the Certificates of each Holder shall be subject to the
Call Right to the extent of the ratio of (A) the principal amount of
the Underlying Securities subject to the Optional Redemption over (B)
the aggregate Certificate Principal Balance of the Certificates
Outstanding;
(ii) the Call Date shall be the earliest practicable date
following notice to the Trustee of an Optional Redemption by the
Underlying Securities Guarantor or the Underlying Securities trustee;
and
(iii) the Call Price for any exercise of the Call Right in
connection with an Optional Redemption shall be the redemption price
paid by the Underlying Securities Guarantor in accordance with the
terms of the Underlying Securities Indenture.
Section 15. Amendments. Notwithstanding anything in the Trust
Agreement to the contrary, in addition to the other restrictions on modification
and amendment contained herein, the Trustee shall not enter into any amendment
or modification of the Trust Agreement that would adversely affect in any
material respect the interests of the Certificateholders without the consent of
100% of such Certificateholders; provided, however, that no such amendment or
modification will be permitted if the Trustee has been advised by the Depositor
that such amendment or modification would alter the status of the Trust as a
"grantor trust" for federal income tax purposes. Further, no amendment shall be
permitted that would adversely affect in any material respect the interests of
the Certificateholders without confirmation by each Rating Agency that such
amendment will not result in a downgrading or withdrawal of its rating of the
Certificates. The Trustee may consult with counsel and shall be entitled to rely
upon an Opinion of Counsel for purposes of determining compliance with the
provisions of this Section 15.
Section 16. Voting of Underlying Securities, Modification of
Indenture. The Trustee, as holder of the Underlying Securities, has the right to
vote and give consents and waivers in respect of the Underlying Securities as
permitted by the Depository and except as otherwise limited by the Trust
Agreement. In the event that the Trustee receives a request from the Depository,
the Underlying Securities trustee or the Underlying Securities Issuer
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11
for its consent to any amendment, modification or waiver of the Underlying
Securities, the Underlying Securities Indenture or any other document thereunder
or relating thereto, or receives any other solicitation for any action with
respect to the Underlying Securities, the Trustee shall mail a notice of such
proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of such date. The Trustee shall request
instructions from the Certificateholders as to whether or not to consent to or
vote to accept such amendment, modification, waiver or solicitation. The Trustee
shall consent or vote, or refrain from consenting or voting, in the same
proportion (based on the relative outstanding principal balances of the
Certificates) as the Certificates of the Trust were actually voted or not voted
by the Certificateholders thereof as of a date determined by the Trustee prior
to the date on which such consent or vote is required; provided, however, that,
notwithstanding anything in the Trust Agreement to the contrary, the Trustee
shall at no time vote on or consent to any matter (i) unless such vote or
consent would not (based on an Opinion of Counsel) alter the status of the Trust
as a "grantor trust" for federal income tax purposes or result in the imposition
of tax upon the Certificateholders, (ii) that would alter the timing or amount
of any payment on the Underlying Securities, including, without limitation, any
demand to accelerate the Underlying Securities, except in the event of a default
under the Underlying Securities or an event that with the passage of time would
become an event of default under the Underlying Securities and with the
unanimous consent of all outstanding Certificateholders, or (iii) that would
result in the exchange or substitution of any of the outstanding Underlying
Securities pursuant to a plan for the refunding or refinancing of such
Underlying Securities except in the event of a default under the Underlying
Securities Indenture and only with the consent of 100% of the
Certificateholders. The Trustee shall have no liability for any failure to act
resulting from Certificateholders' late return of, or failure to return,
directions requested by the Trustee from the Certificateholders.
If an offer is made by the Underlying Securities Issuer to
issue new obligations in exchange and substitution for any of the Underlying
Securities, pursuant to a plan for the refunding or refinancing of the
outstanding Underlying Securities or any other offer is made for the Underlying
Securities, the Trustee shall notify the Certificateholders and the Rating
Agencies of such offer promptly. The Trustee must reject any such offer unless
the Trustee is directed by the affirmative vote of the Certificateholders to
accept such offer and the Trustee has received the tax opinion described above.
If an event of default under the Underlying Securities
Indenture occurs and is continuing, and if directed by all of the outstanding
Certificateholders, the Trustee shall vote the Underlying Securities in favor of
directing, or take such other action as may be appropriate to direct, the
Underlying Securities trustee to declare the unpaid principal amount of the
Underlying Securities and any accrued and unpaid interest thereon to be due and
payable.
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12
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed by their respective authorized officers as of the
date first written above.
Merrill Lynch Depositor, Inc.,
as Depositor
By: _______________________________
Name:
Title:
United States Trust Company of New York,
as Trustee
By: _______________________________
Name:
Title:
United States Trust Company of New York,
as Securities Intermediary
By: _______________________________
Name:
Title:
<PAGE>
I-1
SCHEDULE I
PUBLIC STEERS(R) TRUST CERTIFICATES, SERIES 1998 TRV-C1
UNDERLYING SECURITIES SCHEDULE
Underlying Securities: 7 3/4% Trust Preferred Securities.
Underlying Securities [Indenture]: The declaration of trust dated as of
September 19, 1996, executed by the
Underlying Securities Guarantor and the
trustees of the Underlying Securities
Issuer.
Underlying Securities Issuer: Travelers Capital II, a Delaware
statutory business trust.
Underlying Securities Guarantor: Travelers Group Inc., a Delaware
corporation.
Underlying Securities Trustees: The Underlying Securities Guarantor and
the trustees of the Underlying
Securities Issuer.
Underlying Securities
CUSIP Number: 893937AA0.
Underlying Securities
Original Issue Date: November 27, 1996.
Underlying Securities
Original Issue Price: $1,000.
Underlying Securities
Original Amount Issued: 400,000 Trust Preferred Securities
(liquidation amount $1,000 per Trust
Preferred Security)
Underlying Securities
Listing: Listed on the New York Stock Exchange,
Inc. under the symbol "TRV".
Underlying Securities
Registration: 333-12439.
Amount of Underlying Securities
not Granted to the Trust: 375,000.
Underlying Securities
Maturity Date: December 1, 2036.
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I-2
Underlying Securities
Principal Payment Date: December 1, 2036.
Underlying Securities
Distribution Rate: 7 3/4% per annum.
Underlying Securities
Distribution Dates: June 1 and December 1, commencing June
1, 1997.
Underlying Securities
Record Dates: One business day prior to the relevant
payment dates.
Optional Redemption: On or after December 1, 2006 or at any
time in certain circumstances upon the
occurrence of a Tax Event (as defined in
the Underlying Securities Prospectus),
the Underlying Securities Guarantor may
redeem the Underlying Securities in
whole or in part, from time to time,
on not less than 30 or more than 60
days' prior notice mailed to holders of
the Underlying Securities at the
redemption price set out in the
Underlying Securities Prospectus.
Underlying Securities
Ranking and Guarantee: The Underlying Securities are guaranteed
by the Underlying Securities Guarantor,
but are subordinate and junior in right
of payment to all present and future
Senior Indebtedness (as defined in the
Underlying Securities Prospectus) of the
Underlying Securities Guarantor.
Underlying Securities
Collateral: None.
Underlying Securities
Amortization: None.
Underlying Securities
Accrual Periods: Semi-annual.
Underlying Securities
Authorized Denomination
and Specified Currency: $1,000
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I-3
Underlying Securities
Rating as of Closing: ["Aa3"] by Moody's and ["A+"] by S&P.
Underlying Securities Form: Book-entry security with DTC.
<PAGE>
EXHIBIT A
Standard Terms for Trust Agreements
(begins on next page)
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EXHIBIT B
Form of Certificate
(begins on next page)
<PAGE>
XXXXXXXXXXXX
TRUST CERTIFICATE
No. ________ $[ ] CUSIP NO. [_______]
SEE REVERSE FOR CERTAIN DEFINITIONS
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS CERTIFICATE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO CEDE & CO. OR BY CEDE & CO. TO DTC OR TO
ANOTHER NOMINEE OF DTC OR BY DTC OR CEDE & CO. TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN
THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT
GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE DEPOSITED ASSETS ARE INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON.
THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO RIGHT TO
PRINCIPAL PAYMENTS IN RESPECT OF THE UNDERLYING SECURITIES. THE REGISTERED
HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL LOOK SOLELY TO THE
DEPOSITED ASSETS (TO THE EXTENT OF ITS RIGHTS THEREIN) FOR DISTRIBUTIONS
HEREUNDER.
PUBLIC STEERS(R) SERIES 1998 TRV-C1 TRUST
PUBLIC STEERS(R) TRUST CERTIFICATES,
<PAGE>
2
SERIES 1998 TRV-C1
[ ] TRUST CERTIFICATES
evidencing a fractional undivided beneficial ownership interest in the Trust, as
defined below, the property of which consists principally of 25,000 7 3/4% Trust
Preferred Securities (the "Underlying Securities") of Travelers Capital II, a
statutory business trust formed under Delaware law (the "Underlying Securities
Issuer"), and all payments received thereon, deposited in trust by Merrill Lynch
Depositor, Inc. (the "Depositor").
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
nonassessable, fully-paid, fractional undivided interest in the Public STEERS(R)
Series 1998 TRV-C1 Trust formed by the Depositor. Under the Trust Agreement, the
Certificates are entitled to receive on each Distribution Date until December 1,
2036, the distributions, if any, received on the Underlying Securities, which
will represent distributions at a rate of 7 3/4% per annum on the stated amount
of the Certificates.
The Trust was created pursuant to a Standard Terms for Trust
Agreements, dated as of February 20, 1998 (the "Standard Terms"), among the
Depositor, United States Trust Company of New York, a New York corporation, not
in its individual capacity but solely as Trustee (the "Trustee"), and United
States Trust Company of New York, a New York corporation, not in its individual
capacity but solely as securities intermediary (the "Securities Intermediary"),
as supplemented by the Public STEERS(R) Series 1998 TRV-C1 Supplement, dated as
of March [__], 1998 (the "Supplement" and, together with the Standard Terms, the
"Trust Agreement"), among the Depositor, the Trustee and the Securities
Intermediary. This Certificate does not purport to summarize the Trust Agreement
and reference is hereby made to the Trust Agreement for information with respect
to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and obligations of the Trustee with respect
hereto. A copy of the Trust Agreement may be obtained from the Trustee by
written request sent to the Corporate Trust Office. Capitalized terms used but
not defined herein have the meanings assigned to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates
designated as the "Public STEERS(R) Trust Certificates, Series 1998 TRV-C1,
Trust Certificates" (herein called the "Certificates"). This Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound. The property of
the Trust consists of the Underlying Securities, all payments received or
receivable on the Underlying Securities accrued on or after the Cut-off Date,
and the other Deposited Assets, all as more fully specified in the Trust
Agreement.
<PAGE>
3
Subject to the terms and conditions of the Trust Agreement
(including the availability of funds for distributions) and until the obligation
created by the Trust Agreement shall have terminated in accordance therewith,
distributions will be made on each Distribution Date to the Person in whose name
this Certificate is registered on the applicable Record Date, in an amount equal
to such Certificateholder's fractional undivided interest in the amount required
to be distributed to the Holders of the Certificates on such Distribution Date.
The Record Date applicable to any Distribution Date is the close of business on
the day immediately preceding such Distribution Date.
Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that such Certificateholder will not at any time institute
against the Trust, or join in any institution against the Trust of, any
bankruptcy proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates or
the Trust Agreement.
Distributions made on this Certificate will be made as
provided in the Trust Agreement by the Trustee by check mailed to the
Certificateholder of record in the Certificate Register or by wire transfer to
an account designated by such Holder without the presentation or surrender of
this Certificate or the making of any notation hereon of, except that with
respect to Certificates registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee shall be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Except as otherwise provided in the Trust Agreement
and notwithstanding the above, the final distribution on this Certificate will
be made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the Corporate Trust
Office or such other location as may be specified in such notice.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
The Trustee does not assume responsibility for the accuracy of
the statements in the Certificate (and the reverse hereof).
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, this Certificate shall not entitle the
Holder hereof to any benefit under the Trust Agreement or be valid for any
purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
<PAGE>
4
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed as of the date set forth below.
UNITED STATES TRUST COMPANY
OF NEW YORK, not in its individual
capacity but solely as Trustee
By: _________________________
Authorized Signatory
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the Trust
Agreement referred to herein.
UNITED STATES TRUST COMPANY
OF NEW YORK, not in its individual
capacity but solely as Trustee
Dated: By: _________________________
Authorized Signatory
<PAGE>
5
(REVERSE OF CERTIFICATE)
The Certificates are limited in right of distribution to
certain payments and collections respecting the Underlying Securities, all as
more specifically set forth herein and in the Trust Agreement. The registered
Holder hereof, by its acceptance hereof, agrees that it will look solely to the
Deposited Assets (to the extent of its rights therein) for distributions
hereunder.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the Trustee and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor and
the Trustee with the consent of the Holders of Certificates evidencing greater
than 662/3% of the aggregate Voting Rights of the Certificates subject to
certain provisions set forth in the Trust Agreement. Any such consent by the
Holder of this Certificate (or any predecessor Certificate) shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
The Certificates are issuable in fully registered form only in
minimum original stated amounts of $10 and integral multiples thereof.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies of the Certificate Registrar maintained
by the Trustee in the Borough of Manhattan, The City of New York, duly endorsed
by, or accompanied by an assignment in the form below and by such other
documents as required by the Trust Agreement signed by, the Holder hereof, and
thereupon one or more new Certificates of the same class in Authorized
Denominations evidencing the same principal amount will be issued to the
designated transferee or transferees. The initial Certificate Registrar
appointed under the Trust Agreement is United States Trust Company of New York.
No service charge will be made for any registration of
transfer or exchange, but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Certificates.
The Depositor, the Trustee and the Securities Intermediary and
any agent of the Depositor, the Trustee of the Securities Intermediary may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and neither the Depositor,
<PAGE>
6
the Trustee, or the Securities Intermediary nor any such agent shall be affected
by any notice to the contrary.
It is the intention of the parties to the Trust Agreement that
the Trust created thereunder shall constitute a fixed investment trust for
federal income tax purposes under Treasury Regulation Section 301.7701-4, and
the Certificateholder, by its acceptance of this Certificate, agrees to treat
the Certificates, the distributions from the Trust and its beneficial interest
in the Trust consistently with such characterization.
The Trust may not engage in any business or activities other
than in connection with, or relating to, the holding, protecting and preserving
of the Deposited Assets and the issuance of the Certificates, and other than
those required or authorized by the Trust Agreement or incidental and necessary
to accomplish such activities. The Trust may not issue or sell any certificates
or other obligations other than the Certificates or otherwise incur, assume or
guarantee any indebtedness for money borrowed.
The Trust and the obligations of the Depositor, the Trustee
and the Securities Intermediary created by the Trust Agreement with respect to
the Certificates shall terminate upon the earlier of (i) the payment in full at
maturity or sale by the Trust after a payment default on or an acceleration or
other early payment of the Underlying Securities and the distribution in full of
all amounts due in respect of the Certificates and (ii) December 1, 2036.
If an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), including an individual
retirement account or Keogh plan (each, a "Plan"), purchases Certificates,
certain aspects of such investment, including the operation of the Trust, might
be subject to the prohibited transaction provisions under ERISA and the Internal
Revenue Code of 1986, as amended (the "Code"), unless certain exemptions apply.
A Plan should consult its advisors concerning the ability of such Plan to
purchase Certificates under ERISA or the Code.
<PAGE>
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR
TAXPAYER IDENTIFICATION OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)
________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
__________________________________________ Attorney to transfer said Certificate
on the books of the Certificate Registrar, with full power of substitution in
the premises.
Dated:
_____________________________*
Signature Guaranteed:
_____________________________*
* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a brokerage firm or financial institution that is a member of a
Securities Approved Medallion Program such as Securities Transfer Agents
Medallion Program (STAMP), Stock Exchange Medallion Program (SEMP) or New York
Stock Exchange Inc. Medallion Signature Program (MSP).
<PAGE>
8
OPTION TO ELECT EXCHANGE
If you wish to have this Certificate, or a portion thereof, exchanged
by the Trustee pursuant to Section 4.07 of the Standard Terms, check the Box: _
If you wish to have less than all of this Certificate exchanged, state
the amount:
$____________________.
Date: _______________
Your Signature: _________________________
(Sign exactly as your name appears on the other side of this
Certificate)
Signature Guarantee: ______________________________
<PAGE>
EXHIBIT C
Market Agent Agreement
(begins on next page)
<PAGE>
MARKET AGENT AGREEMENT
MARKET AGENT AGREEMENT, dated as of March __, 1998 (the
"Agreement"), by and between Merrill Lynch & Co. ("Merrill Lynch & Co.") and the
Public STEERS(R) Series 1998 TRV-C1 Trust (the "Trust"), a New York trust
created under the Standard Terms for Trust Agreements, dated as of the date
hereof (the "Standard Terms"), among Merrill Lynch Depositor, Inc., as depositor
(the "Depositor"), the United States Trust Company of New York, as trustee (the
"Trustee"), and the United States Trust Company of New York, as securities
intermediary (the "Securities Intermediary"), as amended and supplemented by the
Series Supplement, dated as of the date hereof, among the Depositor, the Trustee
and the Securities Intermediary (the Standard Terms, together with the Series
Supplement, the "Trust Agreement"). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Trust Agreement. This
Agreement shall constitute the "Market Agent Agreement" as defined in the Trust
Agreement.
W I T N E S S E T H:
WHEREAS, the Trust desires to retain Merrill Lynch & Co. to
render certain services to the Trust in the manner and on the terms hereinafter
set forth;
WHEREAS, Merrill Lynch & Co. is a recognized broker dealer
meeting the qualifications for a Market Agent set forth in the Trust Agreement
and desires to provide such services to the Trust on the terms and conditions
hereinafter set forth; and
WHEREAS, the Trustee has been directed to enter into and
execute this Market Agent Agreement with Merrill Lynch & Co. as the initial
Market Agent pursuant to Section 8.01 of the Standard Terms;
NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, Merrill Lynch & Co. and the Trust hereby agree
as follows:
Section 1. Duties of the Market Agent. The Trust hereby
employs Merrill Lynch & Co. to act as the Market Agent for the Trust and to
furnish to the Trust all of the services of the Market Agent set forth herein
and in the Trust Agreement, including but not limited to acting on behalf of the
Trust in connection with the sale and purchase of Underlying Securities as
provided in the Trust Agreement. The Market Agent may solicit and accept bids
from Certificateholders for the Underlying Securities. Merrill Lynch & Co.
hereby accepts such employment and agrees during the term of the Certificates to
render such services and to
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<PAGE>
assume the obligations of the Market Agent under the Trust Agreement under the
terms and conditions herein set forth.
Section 2. Compensation of Merrill Lynch & Co. The Depositor
shall pay Merrill Lynch & Co. a fee as shall be separately agreed between the
Depositor and Merrill Lynch & Co. It shall be the sole responsibility of the
Depositor to pay such fee and the Trust shall have no obligation to compensate
Merrill Lynch & Co. for the services it renders pursuant to the terms of this
Market Agent Agreement, except that the Trust shall pay Merrill Lynch & Co. a
fee for any sale of the Underlying Securities in an amount that is customary for
such a sale at the time of such sale.
Section 3. Limitation of Liability of the Market Agent. The
Market Agent shall not be liable in contract, tort or otherwise to the Trust for
any losses, costs or damages arising out of its performance of its obligations
and duties hereunder except for willful misconduct or negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties hereunder.
Section 4. Term of this Agreement. This Agreement, which shall
be a binding agreement as of the date hereof and shall inure to the benefit of
the respective successors and permitted assigns of the parties hereto, shall
terminate upon the earlier to occur of (a) the termination of the Trust
Agreement, (b) the removal of the Market Agent by the Trustee in accordance with
the Trust Agreement or (c) 30 days after written notice of Merrill Lynch & Co.'s
resignation as Market Agent is delivered to the Trustee.
Section 5. Amendments. No amendment or waiver of any provision
of this Agreement nor consent to any departure herefrom by any party hereto
shall in any event be effective unless the same shall be in writing and signed
by the party against which enforcement of such amendment or waiver or consent is
sought, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it is given.
Section 6. Notice Addresses. Except as otherwise expressly
provided herein, all notices and other communications provided for hereunder
shall be deemed to have been duly given if sent by facsimile transmission (a) if
to the Market Agent, as set forth below and (b) if to the Trustee, as set forth
in the Trust Agreement;
If to Merrill Lynch & Co.: Merrill Lynch & Co.
World Financial Center
New York, New York 10281
Attention: Frank D. Ronan
Facsimile: (212) 449-9054
Telephone confirmation no.: (212) 449-6177
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<PAGE>
Section 7. Assignment. Except as provided in this Section 7,
this Agreement may not be assigned by the Market Agent without the prior consent
of the Trustee in accordance with the Trust Agreement.
The Market Agent shall have the right to transfer and assign
all of its rights, duties, obligations and liabilities under this Agreement to
an Affiliate of the Market Agent; provided, however, that such transfer and
assignment shall be on the condition that the due and punctual performance and
observance of all the terms and conditions of this Agreement to be performed by
the Market Agent shall, by an agreement supplemental hereto, be assumed by such
Affiliate just as fully and effectually as if such Affiliate had been the
original party of the first part to this Agreement.
Section 8. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in such state (without reference to choice of law doctrine).
Section 9. Entire Agreement. This Agreement embodies the
entire agreement and understanding between Merrill Lynch & Co. and the Trust and
supersedes any and all prior agreements and understandings between Merrill Lynch
& Co. and the Trust relating to the subject matter hereof.
Section 10. Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
Section 11. Severability of Provisions. If one or more of the
provisions of this Agreement shall be for any reason whatsoever held invalid or
unenforceable, such provisions shall be deemed severable from the remaining
covenants, agreements and provisions of this Agreement and such invalidity or
unenforceability shall in no way affect the validity or enforceability of such
remaining provisions or the rights of any parties thereunder. To the extent
permitted by law, the parties hereto hereby waive any provision of law that
renders any provision of this Agreement invalid or unenforceable in any respect.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Market Agent Agreement as of the day and year first above
written.
MERRILL LYNCH & CO.
By:
-------------------------------------
Name:
Title:
UNITED STATES TRUST COMPANY OF
NEW YORK, not in its individual capacity
but as Trustee
By:
-------------------------------------
Name:
Title:
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