SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 16, 2004
MERRILL LYNCH DEPOSITOR, INC.
(on behalf of PPLUS TRUST SERIES GSC-2)
(Exact name of registrant as specified in its charter)
Delaware 333-88166-18 13-3891329
(State or other (Commission (I. R. S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
World Financial Center, 10281
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
INFORMATION TO BE INCLUDED IN REPORT
Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition of Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
On July 16, 2004, PPLUS Trust Series GSC-2, for which Merrill
Lynch Depositor, Inc. (the "Depositor") acted as depositor, issued 1,400,000
Floating Rate Callable Trust Certificates.
In connection therewith, the Depositor entered into a Series
Supplement, dated as of July 16, 2004, by and between the Depositor and The Bank
of New York, as successor to United States Trust Company of New York, as trustee
(the "Trustee") and securities intermediary (the "Securities Intermediary"),
which amends and supplements the Standard Terms for Trust Agreements, dated as
of February 20, 1998, by and between the Depositor and the Trustee and
Securities Intermediary.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
Item 601(a)
of Regulation S-K
Exhibit No. Description
- ----------- -----------
1.2 Terms Agreement between Merrill Lynch Depositor, Inc.
and Merrill Lynch, Pierce, Fenner & Smith,
Incorporated dated July 13, 2004.
4.2 Series Supplement, dated as of July 16, 2004, between
Merrill Lynch Depositor, Inc. and The Bank of New
York, as trustee and as securities intermediary.
10.1 ISDA Master Agreement, including a Schedule thereto
and interest rate swap Confirmation thereunder, dated
as of July 16, 2004, between Merrill Lynch Capital
Services, Inc. and PPlus Trust Series GSC-2.
Item 8. Change in Fiscal Year
None.
Item 9. Regulation FD Disclosure
None.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
None.
Item 11. Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans
Not Applicable.
Item 12. Results of Operations and Financial Condition
Not Applicable.
SIGNATURES
Pursuant to the requirements 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: July 20, 2004 By: /s/ Brian Barrett
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Name: Brian Barrett
Title: President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1.2 Terms Agreement between Merrill Lynch Depositor, Inc.
and Merrill Lynch, Pierce, Fenner & Smith,
Incorporated dated July 13, 2004.
4.2 Series Supplement, dated as of July 16, 2004, between
Merrill Lynch Depositor, Inc. and The Bank of New
York, as trustee and as securities intermediary.
10.1 ISDA Master Agreement, including a Schedule thereto
and interest rate swap Confirmation thereunder, dated
as of July 16, 2004, between Merrill Lynch Capital
Services, Inc. and PPlus Trust Series GSC-2.