SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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For the fiscal year ended: Commission file number:
December 31, 2003 001-16669
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PREFERREDPLUS TRUST SERIES CZN-1)
(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, 10080
New York, New York (Zip Code)
(Address of principal
executive offices)
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Registrant's telephone number, including area code: (212) 449-1000
Securities registered pursuant to Section 12(b) of the Act:
PreferredPLUS Trust Certificates Series CZN-1, listed on The New York Stock
Exchange
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 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.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
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 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 class of
common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Merrill Lynch Depositor, Inc. (on behalf of PreferredPLUS Trust Series CZN-1)
hereby amends its Annual Report for the fiscal year December 31, 2003 in its
entirety as set forth below.
PART I
Item 1. Business
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For information with respect to the underlying securities held by
PreferredPLUS Trust Series CZN-1, please refer to Citizens
Communications Company's (Commission file number 001-11001)
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 1024, 450 Fifth Street, NW, 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 450
Fifth Street, NW, 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.
Item 2. Properties
None.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The Trust Certificates issued by PreferredPLUS Trust Series CZN-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's current reports on Form 8-K filed with the
Securities and Exchange Commission on April 17, 2003 was filed
late. The Registrant's annual report on Form 10-K filed with the
Securities and Exchange Commission on January 26, 2004 for the
fiscal year ended December 31, 2003, and as amended hereby, did
not include as an exhibit (i) a trustee report on compliance with
the Standard Terms for Trust Agreements dated February 20, 1998,
as amended, between the Registrant and the Trustee, (ii) an
independent accountants' report attesting to management's
assertion that the Registrant complied with its PPLUS Minimum
Servicing Standards and (iii) a certification by the chief
executive officer of the Registrant certifying to such compliance
with servicing standards. The Registrant has revised its
procedures so as to provide reasonable assurance that its future
Exchange Act filings will be filed within the applicable time
periods.
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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
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 Party Transactions
None.
Item 14. Principal Accounting Fees and Services
Not Applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(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 Amendment No. 1 on Form 10-K/A to the
Registrant's Annual Report on Form 10-K:
31.1 Certification of President of Registrant dated March
30, 2004, pursuant to Rules 13a-14 and 15d-14 under
the Securities Exchange Act of 1934, as adopted
pursuant to
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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, 2003.
99.1. Trustee's Annual Compliance Certificate dated March
30, 2004.
99.2. Independent Accountants' Report dated March 30, 2004,
Management's Assertion on Compliance with PPLUS Minimum
Servicing Standards dated March 30, 2004 and PPLUS
Minimum Servicing Standards.
(b) Reports on Form 8-K
Trustee's report in respect of the April 1, 2003
distribution to holders of the PreferredPLUS Trust
Certificates Series CZN-1 incorporated herein by reference
as Exhibit 99.1 to Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on April
17, 2003.
Trustee's report in respect of the October 1, 2003
distribution to holders of the PreferredPLUS Trust
Certificates Series CZN-1 incorporated herein by reference
as Exhibit 99.1 to Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on October
3, 2003.
(c) Exhibits
The Registrant hereby files as part of this Amendment No. 1
on Form 10-K/A to its Annual Report on Form 10-K the
exhibits listed in Item 15(a)(3) set forth above.
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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 30, 2004 By: /s/ Michael Frank Connor
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Name: Michael Frank Connor
Title: President