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.
<PAGE>
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
This material is for discussion purposes and we are not soliciting any action
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
undertaking any OTC derivative transaction, you should understand, and discuss
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
OTC derivative transaction entered into with you, or may have an investment bank
or other commercial relationship with the issuer of any security or financial
instrument underlying an OTC derivative transaction entered into with you. THIS
BRIEF STATEMENT DOES NOT DISCLOSE ALL OF THE RISKS AND OTHER SIGNIFICANT ASPECTS
OF ENTERING INTO OTC DERIVATIVE TRANSACTIONS.