MERRILL LYNCH DEPOSITOR INC
8-K, 1998-04-20
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): April 16, 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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                                        2


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.


<PAGE>


                                        3

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


  99.1                                         Terms Sheet dated April 16, 1998.


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, thereto duly authorized.

                                                  MERRILL LYNCH DEPOSITOR, INC.


Date: April 20, 1998                              By:    BARRY N. FINKELSTEIN
                                                     ------------------------
                                                  Name:  Barry N. Finkelstein
                                                  Title: Secretary


                                INDEX TO EXHIBITS


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

   99.1                                      Terms Sheet dated April 16, 1998.


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


                    Public STEERS, Series IBM-Z2 Classes A & B
                      International Business Machines Corp.


Issuer:                                The Trust(s), which will be established
                                       by Merrill Lynch Depositor Inc., solely
                                       for the purpose of issuing the Trust
                                       Certificates (the "Certificates").

Certificates Offered:                  Public STEERS Trust Certificates, Series
                                       1998 IBM-Z2 (the "Certificates")

Underlying Securities:                 The sole assets of the Trust will be $95
                                       million 7.125% Debentures due December 1,
                                       2096 (the "Underlying Securities") issued
                                       by IBM Corp. (the "Issuer"). Cusip:
                                       459200AP6

Initial Issue Date:                    February 20, 1998

Trade Date:                            April 17, 1998

Cut-Off Date:                          December 1, 1997

Settlement Date:                       May 1, 1998

Class A Certificates
- --------------------

Par Amount:                            Approximately $76,586,000, bonds amortize
                                       on a level yield basis

Class A Distributions:                 The Class A Certificates are entitled to
                                       receive each coupon payment on the
                                       Underlying Securities until and including
                                       the Final Distribution Date.

Certificate Coupon:                    6.415%

Certificate Coupon                     Each June 1 and December 1 commencing
Payment Dates:                         June 1, 1998. Modified following business
                                       day will apply without adjustment for
                                       period end dates.

Coupon Day Count:                      30/360

Final Scheduled                        June 1, 2018
Distribution Date:


<PAGE>



Class B Certificates
- --------------------

Par Amount:                                          
$95,000,000

Class B Distributions:                 Class B investors are entitled to receive
                                       the Underlying Bonds on the Final
                                       Distribution Date.

Coupon:                                7.125%

Coupon Payment Dates:                  Each June 1 and December 1 commencing
                                       December 1, 2018. Modified following
                                       business day will apply without
                                       adjustment for periods end dates.

Coupon Day Count:                      30/360

Maturity:                              December 1, 2018

Bond Default/Issuer Tax                In the event of an occurrence of default,
Call/ Acceleration of                  tax call or acceleration of the maturity
Maturity:                              with respect to the Underlying Securities
                                       prior to their stated maturity date, the
                                       trustee, if applicable, will sell the
                                       Underlying Securities and allocate
                                       proceeds or other property received to
                                       the holders of the Certificates then
                                       outstanding and unpaid, in proportion to
                                       the Accreted Value of each outstanding
                                       Class, and within each Class pro rata by
                                       face amount.

Accreted Value                         Accreted Value will mean the present
Calculation:                           value (calculated at the respective 
                                       Offering Yield for each Class) of the
                                       future payments on the Underlying Bonds
                                       due an investor in a Debt Unit.

Denominations:                         Minimum of $1,000 and integral multiples
                                       of $1,000 in excess thereof.

Certificate Ratings:                   A1 by Moody's and A+ by S&P


                          PROPRIETARY AND CONFIDENTIAL

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based upon it. We are acting solely in the capacity of arm's-length contractual
counterparty and not in the capacity of your financial advisor or fiduciary.
Generally, all over-the-counter ("OTC") derivative transactions involve the risk
of adverse or unanticipated market developments, risk of counterparty default,
risk of illiquidity and similar risks. In certain transactions, counterparties


<PAGE>


may lose their entire investment or incur an unlimited loss. Prior to
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with your professional tax, legal, accounting or other advisor(s), as
appropriate, how such particular trade(s) may affect you. We or our affiliates
may from time to time have long or short positions in and may make a market in
or otherwise buy or sell instruments identical or economically related to any
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instrument underlying an OTC derivative transaction entered into with you. THIS
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OF ENTERING INTO OTC DERIVATIVE TRANSACTIONS.



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