<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 333-29015-01
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PUBLIC STEERS(R) SERIES 1998 H-Z3 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
H-Z3 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 August 3, 1998 distribution
to holders of the Public STEERS(R) Series 1998 H-Z3 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 August 13, 1998.
<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.
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 August 3, 1998 distribution
to holders of the Public STEERS(R) Series 1998 H-Z3 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 August 13, 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) : February 1, 1999
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PUBLIC STEERS(R) SERIES 1998 H-Z3 TRUST)
(Exact name of registrant as specified in its charter)
DELAWARE 333-29015-01 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 H-Z3 Trust Class A Certificates on
February 1, 1999.
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 February
1, 1999 distribution to holders of the
Public STEERS(R) Series 1998 H-Z3 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: February 19, 1999 By: \ s \ Frank D. Ronan
Name: Frank D. Ronan
Title: President
<PAGE> 3
EXHIBIT INDEX
99.1 Trustee's report in respect of the February 1, 1999
distribution to holders of the Public STEERS(R) Series 1998
H-Z3 Trust Class A Certificates.
<PAGE> 4
EXHIBIT 99.1
DISTRIBUTION REPORT
FOR
PUBLIC STEERS(R) SERIES 1998 H-Z3 TRUST
DISTRIBUTION DATE
FEBRUARY 1, 1999
CUSIP NUMBER 744593AF1
(i) the amounts received by the Trustee as of the last such
statement in respect of principal, interest and premium on the
Harcourt General, Inc. 7.30% Debentures due August 1, 2097
(the "Underlying Securities"):
Interest: $985,500.00
Principal: 0.00
Premium: 0.00
(ii) the amounts of compensation received by the Trustee, for the
period relating to such Distribution Date:
Paid by the Trust: $ 0.00
Paid by the Depositor: $1,000.00
(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:
Class A:
Interest: $731,838.10
Principal: $253,000.00
Unpaid Interest Accrued: $ 0.00
(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.
Principal Amount: $27,000,000
Interest Rate: 7.30%
Rating:
Moody's Investor Service Baa2
Standard & Poor's Rating Service BBB
