Attached files
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
The Securities Exchange Act of 1934
For the fiscal year ended: | Commission file number: | |
December 31, 2011 | 001-32153 |
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PPLUS TRUST SERIES GSC-1)
(Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation) |
13-3891329 (I. R. S. Employer Identification No.) |
ONE BRYANT PARK, 4th FL STRUCTURED CREDIT TRADING NEW YORK, NEW YORK (Address of principal executive offices) |
10036 (Zip Code) |
Registrants telephone number, including area code: (646) 855-6745
Securities registered pursuant to Section 12(b) of the Act:
PPLUS Trust Certificates Series GSC-1 listed on The New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act:
Not Applicable.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See definitions
of large accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting filer o
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes o No þ
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrants most recently completed second fiscal
quarter.
Not Applicable.
Indicate the number of shares outstanding for each of the registrants classes
of common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. BUSINESS
For information with respect to the underlying
securities held by PPLUS Trust Series GSC-1, please
refer to The Goldman Sachs Group, Inc.s (Commission
file number 001-14965) periodic reports, including
annual reports on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K, and other
information on file with the Securities and Exchange
Commission (the SEC). You can read and copy these
reports and other information at the public reference
facilities maintained by the SEC at Room 1580, 100 F
Street, N.E., Washington, D.C. 20549. You may obtain
copies of this material for a fee by writing to the
SECs Public Reference Section of the SEC at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain
information about the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
You can also access some of this information
electronically by means of the SECs website on the
Internet at http://www.sec.gov, which contains
reports, proxy and information statements and other
information that the underlying securities guarantor
and the underlying securities issuer have filed
electronically with the SEC.
Although we have no reason to believe the information
concerning the underlying securities and the junior
subordinated debentures or the underlying securities
guarantor and the underlying securities issuer
contained in the underlying securities guarantors
Exchange Act reports is not reliable, neither the
depositor nor the trustee participated in the
preparation of such documents or made any due
diligence inquiry with respect to the information
provided therein. No investigation with respect to
the underlying securities guarantor and underlying
securities issuer (including, without limitation, no
investigation as to its financial condition or
creditworthiness) or of the underlying securities and
the junior subordinated debentures has been made. You
should obtain and evaluate the same information
concerning the underlying securities issuer and the
underlying securities guarantor as you would obtain
and evaluate if your investment were directly in the
underlying securities or in other securities issued
by the underlying securities issuer or the underlying
securities guarantor. There can be no assurance that
events affecting the underlying securities and the
junior subordinated debentures or the underlying securities issuer
and underlying securities guarantor
have not occurred or have not yet been publicly
disclosed which would affect the accuracy or
completeness of the publicly available documents
described above.
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ITEM 1A. RISK FACTORS
Your investment in the trust certificates will
involve certain risks. You should carefully consider
the following discussion of risks, and the other
information included or incorporated by reference in
the applicable prospectus supplement and the
accompanying prospectus. You should also carefully
consider any risk factors and other information that
the underlying securities guarantor may file in its
Exchange Act reports as referenced in Item 1 above.
IF THE UNDERLYING SECURITIES ARE REDEEMED PRIOR TO
THE MATURITY DATE OF THE UNDERLYING SECURITIES OR IF
ANY CALL WARRANTS ARE EXERCISED PRIOR TO THE STATED
MATURITY DATE, YOU MAY NOT BE ABLE TO REINVEST YOUR
REDEMPTION OR CALL PROCEEDS AT A YIELD COMPARABLE TO
THE YIELD YOU WOULD HAVE RECEIVED ON YOUR TRUST
CERTIFICATES
The yield you will realize on your trust certificates
depends upon several factors, including:
| the purchase price of trust certificates, | ||
| when you acquire your trust certificates, | ||
| whether the underlying securities issuer exercises its option to redeem the underlying securities, and | ||
| whether the call warrant holders exercise their optional rights to purchase outstanding trust certificates. |
The underlying securities issuer has the right to
redeem the underlying securities in whole or in part
at its option or in part if it becomes obligated to
pay additional amounts. Because the underlying
securities issuer has the right to redeem the
underlying securities early, we cannot assure you
that the trust will be able to hold the underlying
securities until the maturity date of the underlying
securities.
Although the call warrant holders are not obligated
to exercise the call warrants, the yield you will
realize on your trust certificates depends on whether
the call warrant holders exercise their call warrants
to purchase the trust certificates.
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Prevailing interest rates at the time of an early
redemption or a call exercise may be lower than the
yield on your trust certificates. Therefore, you may
be unable to realize a comparable yield upon
reinvesting the funds you receive from an early
redemption or exercise of any call warrants. In
addition, if the prevailing market value of the trust
certificates exceeds the redemption price or call
exercise price paid to you upon a redemption of the
underlying securities or the exercise of a call, you
will not be able to realize such excess.
YOU MAY NOT BE PAID IF THE ASSETS OF THE TRUST ARE
INSUFFICIENT
Currently, the trust has no significant assets other
than the underlying securities and the underlying
securities guarantee. If the underlying securities
and the underlying securities guarantee are
insufficient to make payments or distributions on the
trust certificates, no other assets will be available
for payment of the deficiency. The underlying
securities issuer is organized as a holding company
that owns subsidiary companies. According to the
underlying securities prospectus, the underlying
securities issuer derives its operating income and
cash flow primarily from its subsidiaries and
investments, which poses two principal risks:
| the underlying securities issuers right to participate as an equity holder in any distribution of assets of any of its subsidiaries upon the subsidiarys liquidation or otherwise, and thus the ability of its security holders, including the trust, to benefit from the distribution, will be subject to prior claims of the subsidiarys creditors, except to the extent that any claims the underlying securities issuer may have as a creditor of the subsidiary are recognized, and | ||
| the underlying securities issuers ability to service its indebtedness and other obligations in dependent primarily upon the earnings and cash flow of its subsidiaries and the distribution or other payment to it of such earnings and cash flow. |
YOU MAY NOT RECOVER THE WHOLE OF THE PRESENT VALUE OR
STATED AMOUNT (IF APPLICABLE) OF YOUR TRUST
CERTIFICATES IF THE TRUST DISPOSES OF THE UNDERLYING
SECURITIES ON A DEFAULT BY THE UNDERLYING SECURITIES
ISSUER OR IN THE EVENT THE UNDERLYING SECURITIES
GUARANTOR CEASES FILING EXCHANGE ACT REPORTS
If the underlying securities issuer defaults on its
obligations under the underlying securities or the
underlying securities guarantor ceases to file
Exchange Act reports or ceases to satisfy the
requirements of Rule 3-10 of Regulation S-X under the
Securities Act, then the trust will either distribute
the underlying securities to the trust
certificateholders or dispose of them and distribute
the proceeds to the trust certificateholders. Your
recovery in either of those events may be limited by
two factors:
| if a default occurs, the market value of the underlying securities may be adversely affected and the proceeds of their disposition may be lower than the aggregate present value or stated amount (if applicable) of the trust certificates; and |
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| in either event, any distribution of funds or underlying securities by the trust to the trust certificateholders will be done in accordance with the allocation ratio as described in the applicable prospectus supplement relating to the trust certificates. The funds or aggregate principal amount of underlying securities you receive on that distribution may be less than the present value or stated amount (if applicable) of your trust certificates. |
THE TRUSTEE WILL NOT MANAGE THE UNDERLYING SECURITIES
Except as described below, the trust will not dispose
of any underlying securities, even if an event occurs
that adversely affects the value of the underlying
securities or that adversely affects the underlying
securities issuer or the underlying securities
guarantor. As provided in the applicable trust
agreement, the trust will dispose of the underlying
securities only if:
| there is a payment default on any underlying securities, | ||
| there is another type of default that accelerates the maturity of the underlying securities, or | ||
| the underlying securities guarantor ceases to file Exchange Act reports or ceases to satisfy the requirements of Rule 3-10 of Regulation S-X under the Securities Act. |
Under the first circumstance listed above, the
trustee must sell the underlying securities on behalf
of the trust, even if adverse market conditions
exist. The trustee has no discretion to do otherwise.
If adverse market conditions do exist at the time of
the trustees sale of the underlying securities, you
may incur greater losses than if the trust continued
to hold the underlying securities.
THE TRUST CERTIFICATES ARE SUBJECT TO THE
CREDITWORTHINESS OF THE UNDERLYING SECURITIES ISSUER
AND THE UNDERLYING SECURITIES GUARANTOR
The trust certificates represent interests in
obligations of the underlying securities issuer and
the underlying securities guarantor. In particular,
the trust certificates will be subject to all the
risks associated with directly investing in both
underlying securities issuers and the underlying
securities guarantors unsecured subordinated debt
obligations. None of the underlying indenture, the
underlying securities or the underlying securities
guarantee places a limitation on the amount of
indebtedness that may be incurred by the underlying
securities issuer or underlying securities guarantor.
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THE TRUSTS RIGHT TO DIRECT ACTION AGAINST THE
UNDERLYING SECURITIES GUARANTOR TO ENFORCE THE RIGHTS
OF THE UNDERLYING SECURITIESHOLDERS IS LIMITED
If a debenture event of default occurs and is
continuing, then the holders of the underlying
securities would rely on, and in certain
circumstances could cause, the trustee of the
underlying securities issuer to enforce its rights as
a holder of the underlying securities and the
underlying securities guarantee on behalf of the
underlying securities issuer against the underlying
securities guarantor. In addition, any registered
holder of underlying securities may institute a legal
proceeding directly against the underlying securities
guarantor to enforce its rights against the
underlying securities guarantor without first
instituting any legal proceeding against the
underlying securities trustee or any other person or
entity.
THE UNDERLYING SECURITIES GUARANTOR HAS THE ABILITY
TO DEFER INTEREST PAYMENTS ON THE UNDERLYING
SECURITIES
The underlying securities guarantor can, on one or
more occasions, defer interest payments on the
underlying securities for up to 10 consecutive
semiannual interest periods, but not beyond the
maturity date of the underlying securities. If the
underlying securities guarantor defers interest
payments on the underlying securities, the underlying
securities issuer will defer distributions on the
underlying securities. If the underlying securities
issuer defers distributions on the underlying
securities, the trust will defer distributions on the
trust certificates during any deferral period. No
additional amounts will accrue on the trust
certificates or be owed to trust certificateholders
as a result of any delay, but any additional amounts
owed and paid by the underlying securities issuer as
a result of the delay will be paid to the trust
certificateholders. Prior to the termination of any
deferral period, the underlying securities guarantor
may further extend the deferment, but the total of
all deferral periods must not exceed 10 consecutive
semiannual interest periods or extend beyond the
maturity date. Upon the termination of any deferral
period and the payment of all amounts then due, the
underlying securities guarantor may commence a new
deferral period, subject to the above requirements.
Because the underlying securities guarantor has the
right to defer interest payments, the market price of
the underlying securities (which represent an
undivided beneficial interest in the underlying
securities) may be more volatile than other similar
securities where the issuer does not have the right
to defer interest payments.
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IF THE UNDERLYING SECURITIES GUARANTOR EXERCISES ITS
OPTION TO DEFER INTEREST PAYMENTS ON THE UNDERLYING
SECURITIES, THE TRUST CERTIFICATEHOLDERS MAY FACE
ADVERSE TAX CONSEQUENCES
Should the underlying securities guarantor exercise
its right to defer any payment of interest on the
underlying securities, each underlying securities
holder will be required to accrue interest income (as
original issue discount) in respect of the deferred
stated interest allocable to its share of the
underlying securities for United States federal
income tax purposes. As a result, a trust
certificateholder, as a beneficial owner of the
underlying securities, would have to include this
amount in gross income for United States federal
income tax purposes prior to the receipt of any cash
distributions. In addition, the trust
certificateholder would not receive cash from the
underlying security issuer related to this income if
the trust certificateholder disposes of the trust
certificates prior to the record date on which
distributions of these amounts are made. To the
extent the selling price is less than the trust
certificateholders adjusted tax basis (which will
include, in the form of original issue discount, all
accrued but unpaid interest), the trust
certificateholder will recognize a capital loss.
Subject to limited exceptions, capital losses cannot
be applied to offset ordinary income for United
States federal income tax purposes.
THE PAYMENTS OWED TO THE TRUST CERTIFICATEHOLDERS ARE
UNSECURED OBLIGATIONS
In a liquidation, holders of the underlying
securities, including the trust, will be paid only
after holders of secured obligations of the
underlying securities issuer. According to the
underlying securities prospectus, the underlying
securities are unsecured and rank equally with all
other unsecured and unsubordinated indebtedness of
the underlying securities issuer.
THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE
At the time of issuance, Moodys and S&P assigned
ratings to the trust certificates equivalent to the
ratings of the underlying securities, as of the date
of the applicable prospectus supplement.
Any rating issued with respect to the trust
certificates is not a recommendation to purchase,
sell or hold a security. Ratings do not comment on
the market price of the trust certificates or their
suitability for a particular investor. We cannot
assure you that these ratings will remain for any
given period of time or that a ratings agency would
not revise or withdraw entirely the ratings if, in
its judgment, circumstances (including, without
limitation, the rating of the underlying securities)
merit. A revision or withdrawal of a rating may
adversely affect the market price of the trust
certificates.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
The Trust Certificates issued by PPLUS Trust Series
GSC-1 are represented by one or more physical
certificates registered in the name of Cede & Co.,
the nominee of the Depository Trust Company. The
Trust Certificates are listed on the New York Stock
Exchange.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENTS 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.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The Registrant has procedures so as to provide
reasonable assurance that its future Exchange Act
filings will be filed within the applicable time
periods.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Not Applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
(a) | Securities Authorized For Issuance Under Equity Compensation Plans: None. | ||
(b) | Security Ownership Of Certain Beneficial Owners: None. | ||
(c) | Security Ownership Of Management: Not Applicable. | ||
(d) | Changes In Control: None. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
None.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not Applicable.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements: Not Applicable.
(a)(2) Financial Statement Schedules: Not Applicable.
(a)(3) List of Exhibits
The following exhibits are filed as part of, and
incorporated by reference into, this Annual Report on
Form 10-K:
31.1. | Certification of the Vice President of Registrant dated March 9, 2012, pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Registrants Annual Report on Form 10-K for the year ended December 31, 2011. | ||
99.1. | Trustees Annual Compliance Certificate dated March 5, 2012. | ||
99.2. | Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated March 6, 2012, Registrants Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 6, 2012 and PPLUS Minimum Servicing Standards. | ||
99.3. | Report of KPMG LLP, Independent Registered Public Accounting Firm, dated February 24, 2012, The Bank of New York Mellons Assertion on Compliance with PPLUS Minimum Servicing Standards dated February 24, 2012 and PPLUS Minimum Servicing Standards. |
(b) Exhibits
The Registrant hereby files as part of this
Annual Report on Form 10-K the exhibits listed in
Item 15(a)(3) set forth above.
(c) Financial Statement Schedules
Not Applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 9, 2012 | By: | /s/ John Marciano | ||
Name: | John Marciano | |||
Title: | Vice President |
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