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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, 2012 | 001-31604 |
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PPLUS TRUST SERIES GSG-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 FLOOR STRUCTURED CREDIT TRADING NEW YORK, NEW YORK (Address of principal executive offices) |
10036 (Zip Code) |
Registrant’s telephone number, including area code: (646) 855-6745
Securities registered pursuant to Section 12(b) of the Act:
PPLUS Trust Certificates Series GSG-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 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. 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 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 registrant’s most recently completed second
fiscal quarter.
Not Applicable.
Indicate the number of shares outstanding for each of the registrant’s classes
of common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
For information with respect to the underlying
securities held by PPLUS Trust Series GSG-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
SEC’s 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 SEC’s website on the
Internet at http://www.sec.gov, which contains
reports, proxy and information statements and other
information that the underlying securities issuer has
filed electronically with the SEC.
Although we have no reason to believe the information
concerning the underlying securities or the underlying
securities issuer contained in the underlying
securities issuer’s 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 issuer
(including, without limitation, no investigation as to
its financial condition or creditworthiness) or of the
underlying securities has been made. You should obtain
and evaluate the same information concerning the
underlying securities issuer 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. There can be no
assurance that events affecting the underlying
securities or the underlying securities issuer 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 issuer may file in its
Exchange Act reports as referenced in Item 1 above.
IF THE UNDERLYING SECURITIES ARE REDEEMED PRIOR TO
THEIR MATURITY DATE 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 the 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 whole 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 their maturity date.
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.
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.
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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. If the underlying
securities 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, those subsidiary companies conduct
substantially all of the underlying securities
issuer’s business which results in three principal
risks:
| the underlying securities issuer’s right to participate as an equity holder in any distribution of assets of any of its subsidiaries upon the subsidiary’s liquidation or otherwise, and thus the ability of its security holders, including the trust, to benefit from the distribution, is junior to creditors of the subsidiary, except to the extent that any claims the underlying securities issuer may have as a creditor of the subsidiary are recognized, | ||
| dividends, loans and advances to the underlying securities issuer from some of its subsidiaries, including Goldman, Sachs & Co., are restricted by net capital requirements under the Securities Exchange Act of 1934 and under rules of securities exchanges and other regulatory bodies and thus the underlying securities issuer’s access to funds to pay its obligations, including the underlying securities, is restricted, and | ||
| because some of the underlying securities issuer’s subsidiaries are partnerships in which it is a general partner, the underlying securities issuer may be liable for their obligations. The underlying securities issuer also guarantees many of the obligations of its subsidiaries. Any liability the underlying securities issuer may have for its subsidiaries’ obligations could reduce the assets that are available to satisfy its direct creditors, including investors in its securities, including the trust. |
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
ISSUER CEASES FILING EXCHANGE ACT REPORTS
If the underlying securities issuer defaults on its
obligations under the underlying securities or the
underlying securities issuer ceases to file Exchange
Act reports, 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:
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| 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 | ||
| 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. 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 issuer ceases to file Exchange Act reports. |
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
trustee’s 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
The trust certificates represent interests in
obligations of the underlying securities issuer. In
particular, the trust certificates will be subject to
all the risks associated with directly investing in
the underlying securities issuer’s unsecured
unsubordinated debt obligations. Neither the
underlying indenture nor the underlying securities
place a limitation on the amount of indebtedness that
may be incurred by the underlying securities issuer.
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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 debt obligations of the underlying
securities issuer. The underlying securities and the
underlying indenture do not limit the underlying
securities issuer or any of its subsidiaries from
incurring additional debt.
THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE
At the time of issuance, Moody’s 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 initial 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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
The Trust Certificates issued by PPLUS Trust Series
GSG-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. 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
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.
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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.
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 25, 2013, 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 Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012. | ||
99.1. | Trustee’s Annual Compliance Certificate dated February 25, 2013. | ||
99.2. | Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated March 22, 2013, Registrant’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 22, 2013 and PPLUS Minimum Servicing Standards. |
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99.3. | Report of KPMG LLP, Independent Registered Public Accounting Firm, dated February 13, 2013, The Bank of New York Mellon’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated February 13, 2013 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 26, 2013 | By: | /s/ John Marciano | ||
Name: | John Marciano | |||
Title: | Vice President |