MERRILL LYNCH DEPOSITOR INC
8-K, 1998-06-18
ASSET-BACKED SECURITIES
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                       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): June 11, 1998

                          MERRILL LYNCH DEPOSITOR, INC.
            (on behalf of Public STEERS(R) Series 1998 MCIC-P1 Trust)
             (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.



<PAGE>


                                        2


Item 4.           Changes in Registrant's Certifying Accountant

                  Not Applicable.

Item 5.           Other Events

                  On June 11, 1998, Merrill Lynch Depositor, Inc. and United
States Trust Company of New York, as trustee and as securities intermediary,
entered into Amendment No. 1 to the Public STEERS(R) Series 1998 MCIC-P1
Supplement.

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.



<PAGE>


                                        3

Item 601(a)
of Regulation S-K
Exhibit No.                             Description
- -----------                             -----------


4.2               Amendment No. 1 to the Public STEERS(R) Series 1998 MCIC-P1
                  Supplement, dated as of June 11, 1998, between Merrill Lynch
                  Depositor, Inc. and United States Trust Company of New York,
                  as trustee and as securities intermediary.



Item 8.           Change in Fiscal Year

                  Not Applicable.

Item 9.           Sales of Equity Securities Pursuant to Regulation S

                  Not Applicable.





<PAGE>


                                        4

                                   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 hereunto duly authorized.

                                             MERRILL LYNCH DEPOSITOR, INC.


Date: June 11, 1998                          By:    /S/ BARRY N. FINKELSTEIN
                                                 ------------------------------
                                             Name:   Barry N. Finkelstein
                                             Title:  Secretary


                                INDEX TO EXHIBITS


Exhibit No.                               Description
- -----------                               -----------

4.2               Amendment No. 1 to the Public STEERS(R) Series 1998 MCIC-P1
                  Supplement, dated as of June 11, 1998, between Merrill Lynch
                  Depositor, Inc. and United States Trust Company of New York,
                  as trustee and as securities intermediary.


(R)  "STEERS" is a registered service mark of Merrill Lynch & Co., Inc.









                   PUBLIC STEERS(R) SERIES 1998 MCIC-P1 TRUST





                             AMENDMENT NO. 1 TO THE
                                SERIES SUPPLEMENT

                                     between

                         MERRILL LYNCH DEPOSITOR, INC.,

                                  as Depositor,

                                       and

                    UNITED STATES TRUST COMPANY OF NEW YORK,

                    as Trustee and as Securities Intermediary











                            Dated as of June 11, 1998




<PAGE>



                  AMENDMENT NO. 1 dated as of June 11, 1998 by and between
MERRILL LYNCH DEPOSITOR, INC. (the "Depositor") and THE UNITED STATES TRUST
COMPANY OF NEW YORK, as trustee (the "Trustee") and as securities intermediary
(the "Securities Intermediary") of the PUBLIC STEERS(R) SERIES 1998 MCIC-P1
TRUST (the "Trust"), pursuant to which the Depositor and the Trustee and
Securities Intermediary agree to amend the terms of the Trust Agreement,
consisting of the Standard Terms for Trust Agreements dated as of February 20,
1998 by and between the Depositor and the Trustee and Securities Intermediary
(the "Standard Terms"), as amended and supplemented by the Series Supplement
dated as of April 8, 1998 by and between the Depositor and the Trustee and
Securities Intermediary (the "Series Supplement" and, together with the Standard
Terms, the "Trust Agreement"). In accordance with Section 11.01 of the Standard
Terms and Section 15 of the Series Supplement, the Depositor and the Trustee and
Securities Intermediary hereby amend the terms of the Trust Agreement as
follows:

         1)       The definition of "Collection Period" in Section 2 of the
         Series Supplement is hereby deleted in its entirety and replaced to
         read as follows:

                  "Collection Period": (i) With respect to each June 15
                  Distribution Date, the period beginning on the day after the
                  December 15 Distribution Date of the previous year and ending
                  on such June 15 Distribution Date, inclusive, except for the
                  June 15, 1998 Distribution Date, as to which the Collection
                  Period shall be the period beginning on the day after the
                  Cut-off Date and ending on such June 15, 1998 Distribution
                  Date, inclusive, and (ii) with respect to each December 15
                  Distribution Date, the period beginning on the day after the
                  June 15 Distribution Date of that year and ending on such
                  December 15 Distribution Date, inclusive; provided, however,
                  that clauses (i) and (ii) shall be subject to Section 9(c)
                  hereof.




<PAGE>


                                        2

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed by their respective authorized officers as
of the date first written above.

                                        Merrill Lynch Depositor, Inc.,
                                         as Depositor


                                        By:      /S/ BARRY N. FINKELSTEIN
                                           -------------------------------------
                                            Name:       Barry N. Finkelstein
                                            Title:      Secretary


                                        United States Trust Company of New York,
                                         as Trustee


                                        By:      /S/ ANDRES E. SERRANO
                                           -------------------------------------
                                            Name:       Andres E. Serrano
                                            Title:      Vice President


                                        United States Trust Company of New York,
                                          as Securities Intermediary


                                        By:      /S/ ANDRES E. SERRANO
                                           -------------------------------------
                                            Name:       Andres E. Serrano
                                            Title:      Vice President




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