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: December 31, 2009
001-33538
(Commission
file number of issuing entity)
PPLUS TRUST SERIES EQ-1
(Exact name of issuing entity)
333-116208
(Commission
file number of depositor)
MERRILL LYNCH
DEPOSITOR, INC.
(Exact name of depositor as specified in its charter)
MERRILL LYNCH
DEPOSITOR, INC.
(Exact name of sponsor as specified in its charter)
New
York
(State
or other jurisdiction of
incorporation or
organization of the issuing entity)
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13-3891329
(I.R.S. Employer Identification No.)
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One Bryant Park
New York, NY
(Address of principal executive offices of the
issuing entity)
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10036
(Zip Code)
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Registrants
telephone number, including area code: (212) 449-1000
Securities registered pursuant to
Section 12(b) of the Act:
PPLUS Trust Certificates Series
EQ-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 [ ] No [X]
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 [ ] No [X]
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 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 [ ] 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 registrants 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. [ ]
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 the 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[ ] No [X]
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
PART I
The following items
have been omitted in accordance with general instruction J to Form 10-K:
(B)
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Item
lA, Risk Factors
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(D)
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Item
3, Legal Proceedings
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(E)
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Item
4, (Removed and Reserved)
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Item IB. Unresolved Staff Comments
None.
Substitute information
provided in accordance with general instruction J to Form 10-K:
Item 1112(B) of
Regulation AB. Significant Obligors of Pool Assets (Financial Information)
The underlying securities issued by
Embarq Corporation (the
underlying securities issuer
or the
significant
obligor
) constitute the only pool assets held by PPLUS Trust Series EQ-1.
Pursuant to Item 1100(c)(2) of Regulation AB, financial information relating to the
significant obligor is not included in or incorporated by reference into this annual
report on Form 10-K. For information with respect to the underlying securities held by
PPLUS Trust Series EQ-1, please refer to Embarq Corporations (Commission file
number 001-32732) 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, NE, 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, NE, 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 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 issuers 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.
Item 1114(B)(2) of
Regulation AB. Credit Enhancement and Other Support Except for Certain Derivatives
Instruments (Information Regarding Significant Enhancement Providers)
Not Applicable.
Item 1115(B) of
Regulation AB. Certain Derivative Instruments (Financial Information)
Not Applicable.
Item 1117 of
Regulation AB. Legal Proceedings
None.
PART II
The following items
have been omitted in accordance with general instruction J to Form 10-K:
(A)
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Item
5, Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
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(B)
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Item
6, Selected Financial Data.
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(C)
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Item
7, Managements Discussion and Analysis of Financial Condition and Results of
Operations.
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(D)
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Item 7A, Quantitative and Qualitative Disclosures About Market Risk.
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(E)
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Item
8, Financial Statements and Supplementary Data.
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(F)
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Item
9, Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
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(G)
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Item
9A, Controls and Procedures.
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Item 9B. Other
Information
None.
PART III
The following items
have been omitted in accordance with general instruction J to Form 10-K:
(A)
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Item
10, Directors, Executive Officers and Corporate Governance.
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(B)
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Item
11, Executive Compensation.
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(C)
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Item
12, Security of Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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(D)
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Item
13, Certain Relationships and Related Transactions, and Director Independence.
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(E)
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Item
14, Principal Accounting Fees and Services.
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Substitute information
provided in accordance with general instruction J to Form 10-K:
Item 1119 of
Regulation AB. Affiliations and Certain Relationships and Related Transactions.
None.
Item 1122 of
Regulation AB. Compliance with Applicable Servicing Criteria
The Bank of New York Mellon (in its role as
trustee) has been identified by the registrant as participating in the servicing function
with respect to the asset pool held by the PPLUS Trust Series EQ-1 (the
Servicing
Party
). The Servicing Party has completed a report on assessment of compliance with
the servicing criteria applicable to it (a
Servicing Report
), which Servicing
Report is attached as exhibit 33.1 to this Form 10-K. The Servicing Party has provided an
attestation report (an
Attestation Report
) by KPMG LLP, Independent
Registered Public Accounting Firm, which report is attached as exhibit 34.1 to this
Form 10-K.
Each of the Servicing Report and the Attestation Report identified material instances of noncompliance with servicing criteria 1122(d)(2)(i) as described therein.
While Regulation AB does not
contemplate identifying noncompliance on an individual transaction basis, the Servicing
Party has confirmed to the Registrant that no instances of noncompliance with Regulation
AB were discovered with respect to the PPLUS trust series that were part of the
statistical sample used in preparing the Servicing Report. The Servicing Party has
informed the Registrant that the Servicing Party cannot provide any assurances that had
an analysis been done of each and every transaction included in the platform (including
all PPLUS trust series forming part of the platform), that additional instances of
noncompliance would not have been discovered. However, the Servicing Party has informed
the Registrant that it has no reason, based on the sampling and analysis done, to believe
that there are any instances of noncompliance with those PPLUS trust series that were not
part of the sampling procedures.
Item 1123 of
Regulation AB. Servicer Compliance Statement
The Bank of New York Mellon has been
identified by the registrant as the servicer with respect to the asset pool held by the
Trust. The Bank of New York Mellon has completed a statement of compliance with applicable
servicing criteria (a
Compliance Statement
), signed by an authorized officer
of The Bank of New York Mellon. The Compliance Statement is attached as an exhibit to this Form
10-K.
PART IV
Item 15. Exhibits,
Financial Statement Schedules
(a)(1)
Financial Statements:
Not
Applicable.
(2)
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Financial Statement Schedules:
Not Applicable.
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The
following exhibits are filed as part of, and incorporated by reference into, this Annual
Report on Form 10-K:
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3.1. Amended
and Restated Certificate of Incorporation of Merrill Lynch Depositor, Inc.
(the
Depositor
) is set forth as Exhibit 3.1
to the Depositors Registration Statement on Form S-3 (Registration
No. 333-29015, dated September 17, 1997) (the
Registration
Statement
) and is incorporated herein by reference.
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3.2.
By-laws of the Depositor are set forth as Exhibit 3.2 to the Registration Statement
and are incorporated herein by reference.
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4.1. Standard
Terms for Trust Agreements dated May 29, 2007 (the
Standard
Terms
) are set forth as Exhibit 4 to the Form 8-A (No. 001-33538)
filed by the Depositor with the SEC on June 13, 2007 and is incorporated
herein by reference.
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4.2.
Series Supplement between Merrill Lynch Depositor, Inc., as Depositor, and The Bank
of New York Mellon, as Trustee and Securities Intermediary, dated as of June 14, 2007, is set
forth as Exhibit 4.1 to the Form 8-K filed by the registrant with the SEC on June 18,
2007 and is incorporated herein by reference.
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31.1. Certification
of the Vice President of Registrant dated March 22, 2010, 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, 2009.
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33.1.
Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Mellon dated February 25,
2010.
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34.1.
Attestation Report on Assessment of Compliance with Servicing Criteria of KPMG LLP, on
behalf of The Bank of New York Mellon dated February 25, 2010.
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35.1.
Servicer Compliance Statement of The Bank of New York Mellon dated March 3, 2010.
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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
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Not Applicable.
SIGNATURES
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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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MERRIILL
LYNCH DEPOSITOR, INC.
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Date: March
22, 2010
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By:
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/s/ John Marciano
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Name:
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John Marciano
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Title:
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Vice President
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Merrill Lynch Depositor Pplus Class A 7.1% Callable Trust Certificates Series Eq-1 (Issued BY Embarq Corp.) (NYSE:FJA)
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Merrill Lynch Depositor Pplus Class A 7.1% Callable Trust Certificates Series Eq-1 (Issued BY Embarq Corp.) (NYSE:FJA)
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