MERRILL LYNCH DEPOSITOR INC
10-K405, 1999-04-15
ASSET-BACKED SECURITIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                           --------------------------

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934
                            -------------------------

         For the fiscal year ended:                    Commission file number:
               DECEMBER 31, 1998                              333-29015

                          MERRILL LYNCH DEPOSITOR, INC.
            (ON BEHALF OF PUBLIC STEERS(R) SERIES 1998 IBM Z-2 TRUST)
             (Exact name of registrant as specified in its charter)

                       DELAWARE                                   13-3891329
                   (State or other                           (I. R. S. Employer
                   jurisdiction  of                          Identification No.)
                    incorporation)

                WORLD FINANCIAL CENTER,                             10281
                  NEW YORK,  NEW YORK                            (Zip Code)
                 (Address of principal
                  executive offices)
                           --------------------------

               Registrant's telephone number, including area code:
                                 (212) 449-1000

Securities registered pursuant to Section 12(b) of the Act:    NOT APPLICABLE

Securities registered pursuant to Section 12(g) of the Act:   NOT APPLICABLE

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes /X/             No  / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
form 10-K.  /X/
<PAGE>   2
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405, 17 CFR 230.405.)

                                 NOT APPLICABLE

Indicate the number of shares outstanding for each of the registrant's class of
common stock, as of the latest practicable date.

                                 NOT APPLICABLE

                       Documents Incorporated by Reference

                                      NONE

PART I.

ITEM 1.    BUSINESS.

           Not Applicable.

ITEM 2.    PROPERTIES.

           Not Applicable.

ITEM 3.    LEGAL PROCEEDINGS.

           None.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

           None.

PART II.

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS.

           The Trust Certificates issued by Public STEERS(R) Series 1998 IBM Z-2
           Trust are represented by one or more physical certificates registered
           in the name of Cede & Co., the nominee of the Depository Trust
           Company.

           To the best knowledge of registrant, there is no established public
           trading market for the Trust Certificates.

ITEM 6.    SELECTED FINANCIAL DATA.

           Not Applicable.
<PAGE>   3
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS.

           Not Applicable.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

           Not Applicable.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

           Not Applicable.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.

           Not Applicable.

PART III.

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

           Not Applicable.

ITEM 11.   EXECUTIVE COMPENSATION.

           Not Applicable.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

           (a)      None.
           (b)      Not Applicable.
           (c)      Not Applicable.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.

           None.

PART IV.

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS OF FORM 8K.

           Trustee's report in respect of the June 1, 1998 distribution to
           holders of the Public STEERS(R) Series 1998 IBM Z-2 Trust Class A
           Certificates herein by reference as exhibits to Registrant's Current
           Report on Form 8K filed with the Securities and Exchange Commission
           on June 9, 1998.

           Trustee's report in respect of the December 1, 1998 distribution to
           holders of the Public STEERS(R) Series 1998 IBM Z-2 Trust Class A
           Certificates 
<PAGE>   4
           herein by reference as exhibits to Registrant's Current Report on
           Form 8K filed with the Securities and Exchange Commission on December
           28, 1998.

                                   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.
                                            as Depositor for the Trust

         Date:    04/13/99                  By:    /s/ Barry Finkelstein
                                                   ----------------------------
                                            Name:  Barry Finkelstein
                                            Title: President
<PAGE>   5
                                  EXHIBIT INDEX

           Trustee's report in respect of the June 1, 1998 distribution to
           holders of the Public STEERS(R) Series 1998 IBM Z-2 Trust Class A
           Certificates herein by reference as exhibits to Registrant's Current
           Report on Form 8K filed with the Securities and Exchange Commission
           on June 9, 1998.

           Trustee's report in respect of the December 1, 1998 distribution to
           holders of the Public STEERS(R) Series 1998 IBM Z-2 Trust Class A
           Certificates  herein by reference as exhibits to Registrant's
           Current Report on Form 8K filed with the Securities and Exchange
           Commission on December 28, 1998.
        


<PAGE>   1


                       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 1, 1998

                         MERRILL LYNCH DEPOSITOR, INC.
           (ON BEHALF OF PUBLIC STEERS(R) SERIES 1998 IBM Z-2 TRUST)
             (Exact name of registrant as specified in its charter)

        DELAWARE             333-29015            13-3891329
      (State or other       (Commission         (I.R.S. Employer
      jurisdiction of        File Number)       Identification No.)
      incorporation)

  WORLD FINANCIAL CENTER,                        10281
   NEW YORK, NEW YORK                          (Zip Code)
    (Address of principal
     executive offices)

                          ---------------------------

       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 OF DISPOSITION OF ASSETS

                  Not Applicable

ITEM 3.           BANKRUPTCY OR RECEIVERSHIP

                  Not Applicable

ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                  Not Applicable




<PAGE>   2
ITEM 5.           OTHER EVENTS

                  99.1 Distribution to holders of the Public STEERS(R) Series 
                  1998 IBM Z-2 Trust Class A Certificates on June 1, 1998.

ITEM 6.           RESIGNATION OF REGISTRANT'S DIRECTORS

                  Not Applicable

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS

                  (a) Financial statements of business acquired

                      Not applicable

                  (b) Pro forma financial information

                      Not applicable

                  (c) Exhibits

                     99.1 Trustee's report in respect of the June 1, 1998 
                          distribution to holders of the Public STEERS(R)
                          Series 1998 IBM Z-2 Trust Class A Certificates.

ITEM 8.           CHANGE IN FISCAL YEAR

                  Not Applicable

ITEM 9.           SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

                  Not Applicable

                                    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:                    By:

                                       Name:  Frank D. Ronan
                                       Title: President
<PAGE>   3
                                 EXHIBIT INDEX


99.1   Trustee's report in respect of the June 1, 1998 distribution to holders
       of the Public STEERS(R) Series 1998 IBM Z-2 Trust Class A Certificates.
<PAGE>   4
                                  EXHIBIT 99.1

                              DISTRIBUTION REPORT
                                      FOR
                   PUBLIC STEERS(R) SERIES 1998 IBM Z-2 TRUST

                               DISTRIBUTION DATE
                                  JUNE 1, 1998

(i)    the amounts received by the Trustee as of the last such statement in
       respect of principal, interest and premium on the International Business
       Machines Corporation Debentures due 2096 (the "Underlying Securities"):

<TABLE>
<S>                                         <C>
                    Interest:                $3,384,375.00
                    Principal:               0.00
                    Premium:                 0.00
</TABLE>

(ii)   the amounts of compensation received by the Trustee, for the period
       relating to such Distribution Date:

<TABLE>
<S>                                          <C>
                    Paid by the Trust:       $879.05
                    Paid by the Depositor:   $120.95
</TABLE>

(iii)  the amount of distribution on such Distribution Date to Holders allocable
       to principal of and premium, if any, and interest on the Certificates of
       each such Class and the amount of aggregate unpaid interest accrued as of
       such Distribution Date:

<TABLE>
<S>                                          <C>
               Class A:
                    Interest:                $2,456,495.95
                    Principal:                 $927,000.00

               Class B:
                    Interest:                         0.00
                    Principal:                        0.00

                    Unpaid Interest Accrued:          0.00
</TABLE>

(iv)   the aggregate stated principal amount and, if applicable, notional amount
       of the Underlying Securities related to such Series, the current interest
       rate or rates thereon at the close of business on such Distribution Date,
       and the current rating assigned to the Certificates.

<TABLE>
<S>                                         <C>
                    Principal Amount:       $95,000,000
                    Interest Rate:          7.125%
</TABLE>
                    Rating:
                         Moody's Investor Service           A1
                         Standard & Poor's Rating Service   A
<PAGE>   5
(v)  the aggregate Certificate Principal Balance (or Notional Amount, if
     applicable) of each Class of such Series at the close of business on such
     Distribution Date.



     Class A:                             
     Initial Principal Balance:         $76,586,000
     Reduction:                           ($927,000)
                                        -----------
     Principal Balance 6/1/98:          $75,659,000


     Class B:              
     Principal Balance at Maturity:     $95,000,000




<PAGE>   1
                       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): December 1, 1998

                          MERRILL LYNCH DEPOSITOR, INC.
            (ON BEHALF OF PUBLIC STEERS(R) SERIES 1998 IBM Z-2 TRUST)
             (Exact name of registrant as specified in its charter)

           DELAWARE                333-29015                    13-3891329
       (State or other            (Commission               (I. R. S. Employer
       jurisdiction  of           File Number)              Identification No.)
       incorporation)

                WORLD FINANCIAL CENTER,                               10281
                  NEW YORK,  NEW YORK                              (Zip Code)
                 (Address of principal
                  executive offices)
                           --------------------------

       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 OF DISPOSITION OF ASSETS

           Not Applicable

ITEM 3.    BANKRUPTCY OR RECEIVERSHIP

           Not Applicable

ITEM 4.    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

           Not Applicable
<PAGE>   2

ITEM 5.    OTHER EVENTS

           99.1       Distribution to holders of the Public STEERS(R) Series
                      1998 IBM Z-2 Trust Class A Certificates on December 1,
                      1998.

ITEM 6.           RESIGNATION OF REGISTRANT'S DIRECTORS

                  Not Applicable

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

           (a)      Financial statements of business acquired.

                    Not applicable

           (b)      Pro forma financial information.

                    Not applicable.

           (c)      Exhibits.

                    99.1     Trustee's report in respect of the December 1,
                             1998 distribution to holders of the Public
                             STEERS(R) Series 1998 IBM Z-2 Trust Class A
                             Certificates.

ITEM 8.    CHANGE IN FISCAL YEAR

           Not Applicable.

ITEM 9.    SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

           Not Applicable

                                   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:    12/15/98               By:    /s/ Frank D. Ronan
                                                --------------------------------
                                         Name:  Frank D. Ronan
                                         Title: President
<PAGE>   3
                                  EXHIBIT INDEX


                      99.1     Trustee's report in respect of the December 1,
                               1998 distribution to holders of the Public
                               STEERS(R) Series 1998 IBM Z-2 Trust Class A
                               Certificates.
<PAGE>   4
                                  EXHIBIT 99.1

                               DISTRIBUTION REPORT
                                       FOR
                   PUBLIC STEERS(R) SERIES 1998 IBM Z-2 TRUST

                                DISTRIBUTION DATE
                                DECEMBER 1, 1998
                             CUSIP NUMBER 744593AC8

           (i)        the amounts received by the Trustee as of the last such
                      statement in respect of principal, interest and premium on
                      the International Business Machines Corporation Debentures
                      due 2096 (the "Underlying Securities"):

<TABLE>
<S>                                                     <C>
                               Interest:                $3,384,375.00
                               Principal:                        0.00
                               Premium:                          0.00
</TABLE>

           (ii)       the amounts of compensation received by the Trustee, for
                      the period relating to such Distribution Date:
<TABLE>
<S>                                                     <C>
                               Paid by the Trust:
                               Paid by the Depositor:       $1,000.00
</TABLE>

           (iii)      the amount of distribution on such Distribution Date to
                      Holders allocable to principal of and premium, if any, and
                      interest on the Certificates of each such Class and the
                      amount of aggregate unpaid interest accrued as of such
                      Distribution Date:

<TABLE>
<S>                                                     <C>
                      Class A:
                               Interest:                $2,426,762.43
                               Principal:                 $957,000.00

                      Class B:
                               Interest:                         0.00
                               Principal:                        0.00

                      Unpaid Interest Accrued:                   0.00
</TABLE>

           (iv)       the aggregate stated principal amount and, if applicable,
                      notional amount of the Underlying Securities related to
                      such Series, the current interest rate or rates thereon at
                      the close of business on such Distribution Date, and the
                      current rating assigned to the Certificates.

<TABLE>
<S>                                                              <C>
                      Principal Amount:                           $95,000,000
                      Interest Rate:                                   7.125%
                      Rating:
                                       Moody's Investor Service            A1
</TABLE>
<PAGE>   5
                                       Standard & Poor's Rating Service    A

           (v)        the aggregate Certificate Principal Balance (or Notional
                      Amount, if applicable) of each Class of such Series at the
                      close of business on such Distribution Date.

                               Class A:
                               Initial Principal Balance:          $76,586,000
                               Reduction:                          ($1,884,000) 
                                                                   -----------
                               Principal Balance 12/1/98:          $74,702,000

                               Class B:
                               Principal Balance
                               at Maturity:                        $95,000,000


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