SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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, 2004 001-32247
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PPLUS TRUST SERIES GSC-2)
(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:
PPLUS Trust Certificates Series GSC-2 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.
PART I
ITEM 1. BUSINESS
For information with respect to the underlying
securities held by PPLUS Trust Series GSC-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 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 guarantor
and the underlying securities issuer have filed
electronically with the SEC.
Although we have no reason to believe the information
concerning the underlying securities and the junior
subordinated debentures or the underlying securities
guarantor and the underlying securities issuer
contained in the underlying securities guarantor'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 guarantor and underlying
securities issuer (including, without limitation, no
investigation as to their respective financial
condition or creditworthiness) or of the underlying
securities and the junior subordinated debentures has
been made. You should obtain and evaluate the same
information concerning the underlying securities
issuer and the underlying securities guarantor 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
or the underlying securities guarantor. There can be
no assurance that events affecting the underlying
securities and the junior subordinated debentures or
the underlying securities issuer and underlying
securities guarantor have not occurred or have not
yet been publicly disclosed which would affect the
accuracy or completeness of the publicly available
documents described above.
PPLUS Trust Series GSC-2 was established on July 16,
2004 pursuant to the PPLUS Trust Certificates Series
GSC-2 Series Supplement dated July 16, 2004 as
attached as an exhibit to the Registrant's current
report on Form 8-K filed with the Securities and
Exchange Commission on July 20, 2004
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, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
The Trust Certificates issued by PPLUS Trust Series
GSC-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.
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.
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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 TRANSACTIONS
None.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not Applicable.
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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 President of
Registrant dated March 29, 2005,
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, 2004.
99.1 Trustee's Annual Compliance
Certificate dated March 24, 2005.
99.2 Report of Deloitte & Touche LLP,
Independent Registered Public
Accounting Firm dated March 25,
2005, Registrant's Assertion on
Compliance with PPLUS Minimum
Servicing Standards dated March 25,
2005 and PPLUS Minimum Servicing
Standards.
99.3 Report of Ernst & Young LLP,
Independent Registered Public
Accounting Firm dated March 14,
2005, The Bank of New York's
Assertion on Compliance with PPLUS
Minimum Servicing Standards dated
March 14, 2005 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 29, 2005 By: /s/ Stephan Kuppenheimer
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Name: Stephan Kuppenheimer
Title: President