UNITED STATES
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:
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Commission file number: |
December 31, 2014
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001-31754 |
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PPLUS TRUST SERIES GSG-2)
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other
jurisdiction of
incorporation)
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13-3891329
(I. R. S. Employer
Identification No.) |
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ONE BRYANT PARK, 4th FL
NEW YORK, NEW YORK
(Address of principal
executive offices) |
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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-2, 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
For information with respect to the underlying
securities held by PPLUS Trust Series GSG-2, 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.
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:
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the purchase price of the trust certificates, |
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when you acquire your trust certificates, |
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whether the underlying securities issuer exercises
its option to redeem the underlying securities,
and |
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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:
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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, |
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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 |
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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 |
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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. As provided in the applicable
trust agreement, the trust will dispose of the
underlying securities only if:
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there is a payment default on any underlying
securities, |
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there is another type of default that accelerates
the maturity of the underlying securities, or |
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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.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
The Trust Certificates issued by PPLUS Trust Series
GSG-2 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.
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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.
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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(a) |
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Securities Authorized For Issuance Under Equity
Compensation Plans: None. |
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(b) |
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Security Ownership Of Certain Beneficial Owners:
None. |
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Security Ownership Of Management: Not Applicable. |
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(d) |
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Changes In Control: None. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY 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:
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31.1. |
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Certification of the President of Registrant dated March 13,
2015, 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, 2014. |
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99.1. |
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Trustee’s Annual Compliance Certificate dated February 23,
2015. |
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99.2. |
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Report of PricewaterhouseCoopers LLP, Independent Accountants, dated March 11, 2015, Registrant’s
Assertion on Compliance with PPLUS Minimum Servicing Standards dated
March 11, 2015 and PPLUS Minimum Servicing Standards. |
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99.3. |
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Report of KPMG LLP, Independent Registered Public Accounting Firm,
dated February 20, 2015, The Bank of New York Mellon’s
Assertion on Compliance with PPLUS Minimum Servicing Standards dated
February 20, 2015 and PPLUS Minimum Servicing Standards. |
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(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.
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MERRILL LYNCH DEPOSITOR, INC.
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Date: March 13, 2015 |
By: |
/s/ Dylan Lohonen |
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Name: |
Dylan Lohonen |
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Title: |
President |
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