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: Commission file number:
December 31, 2005 001-32247
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PPLUSTRUST 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)
--------------------------
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 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 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]
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 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.
2
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 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 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.
3
ITEM 1A. RISK FACTORS
Your investment in the trust certificates will involve
certain risks. You should carefully consider the
following discussion of risks, and the other
information included or incorporated by reference in
the applicable prospectus supplement and the
accompanying prospectus. You should also carefully
consider any risk factors and other information that
the underlying securities guarantor may file in its
Exchange Act reports as referenced in Item 1 above.
IF THE UNDERLYING SECURITIES ARE REDEEMED PRIOR TO THE
MATURITY DATE OF THE UNDERLYING SECURITIES 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:
o whether an early termination payment is payable by
the trust to the swap counterparty,
o the purchase price of trust certificates,
o when you acquire your trust certificates,
o whether the underlying securities issuer exercises
its option to redeem the underlying securities,
and
o 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 part 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 the maturity date of the underlying
securities.
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.
4
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 redemption of the
underlying securities or the exercise of a call, you
will not be able to realize such excess.
YOU MAY SUFFER LOSSES AS A RESULT OF ANY SWAP EARLY
TERMINATION PAYMENT UPON THE LIQUIDATION OF THE
UNDERLYING SECURITIES
In event the underlying securities are liquidated as a
result of a default by the underlying securities
issuer on its obligations or the underlying securities
issuer ceases to file Exchange Act reports, or upon an
underlying securities bankruptcy event, trust swap
payment default or a trust regulatory event, you will
not receive any distributions payable to you until
after the payment of the early termination payment (if
any is then payable) to the swap counterparty. Unless
the proceeds received from the liquidation of the
underlying securities are sufficient to pay any early
termination payment plus the certificate principal
balance and accrued and unpaid interest then due on
the trust certificates, you will suffer a loss as a
result of such early termination payment and such
liquidation. This loss could be quite substantial in
relation to the total value of your trust
certificates.
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, the underlying
securities guarantee and the swap agreement. If the
underlying securities or payments made under the
underlying securities guarantee and the swap agreement
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 conducts its business
through subsidiaries. Accordingly, its ability to meet
its obligations under the underlying securities is
dependent on the earnings and cash flows of those
subsidiaries and the ability of those subsidiaries to
pay dividends or to advance or repay funds to the
underlying securities issuer. In addition, the rights
that the underlying securities issuer and its
creditors would have to participate in the assets of
any such subsidiary upon the subsidiary's liquidation
or recapitalization will be subject to the prior
claims of the subsidiary's creditors. Certain
subsidiaries of the underlying securities issuer have
incurred substantial amounts of debt in the expansion
of their businesses, and the underlying securities
issuer anticipates that certain of its subsidiaries
will do so in the future.
5
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
GUARANTOR CEASES FILING EXCHANGE ACT REPORTS
If the underlying securities issuer defaults on its
obligations under the underlying securities or the
underlying securities guarantor 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
three factors:
o 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;
o 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; and
o any such distribution of funds will be subject to
the payment by the trust to the swap counterparty
of any early termination payment.
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 or the underlying securities
guarantor. As provided in the applicable trust
agreement, the trust will dispose of the underlying
securities only if:
o there is a payment default on any underlying
securities,
o there is another type of default that accelerates
the maturity of the underlying securities, or
o the underlying securities guarantor 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.
6
THE TRUST CERTIFICATES ARE SUBJECT TO THE
CREDITWORTHINESS OF THE UNDERLYING SECURITIES ISSUER
AND THE UNDERLYING SECURITIES GUARANTOR
The trust certificates represent interests in
obligations of the underlying securities issuer and
the underlying securities guarantor. In particular,
the trust certificates will be subject to all the
risks associated with directly investing in both
underlying securities issuer's and the underlying
securities guarantor's unsecured subordinated debt
obligations. None of the underlying indenture, the
underlying securities or the underlying securities
guarantee places a limitation on the amount of
indebtedness that may be incurred by the underlying
securities issuer or underlying securities guarantor.
THE TRUST'S RIGHT TO DIRECT ACTION AGAINST THE
UNDERLYING SECURITIES GUARANTOR TO ENFORCE THE RIGHTS
OF THE UNDERLYING SECURITIESHOLDERS IS LIMITED
If a debenture event of default occurs and is
continuing, then the holders of the underlying
securities would rely on, and in certain circumstances
could cause, the trustee of the underlying securities
issuer to enforce its rights as a holder of the
underlying securities and the underlying securities
guarantee on behalf of the underlying securities
issuer against the underlying securities guarantor. In
addition, any registered holder of underlying
securities may institute a legal proceeding directly
against the underlying securities guarantor to enforce
its rights against the underlying securities guarantor
without first instituting any legal proceeding against
the underlying securities trustee or any other person
or entity.
THE UNDERLYING SECURITIES GUARANTOR HAS THE ABILITY TO
DEFER INTEREST PAYMENTS ON THE UNDERLYING SECURITIES
The underlying securities guarantor can, on one or
more occasions, defer interest payments on the
underlying securities for up to 10 consecutive
semiannual interest periods, but not beyond the
maturity date of the underlying securities. If the
underlying securities guarantor defers interest
payments on the underlying securities, the underlying
securities issuer will defer distributions on the
underlying securities. If the underlying securities
issuer defers distributions on the underlying
securities, the trust will defer distributions on the
trust certificates during any deferral period. No
additional amounts will accrue on the trust
certificates or be owed to trust certificateholders as
a result of any delay, but any additional amounts owed
and paid by the underlying securities issuer as a
result of the delay will be paid to the trust
certificateholders. Prior to the termination of any
deferral period, the underlying securities guarantor
may further extend the deferment, but the total of all
deferral periods must not exceed 10 consecutive
semiannual interest periods or extend beyond the
maturity date. Upon the termination of any deferral
period and the payment of all amounts then due, the
underlying securities guarantor may commence a new
deferral period, subject to the above requirements.
7
Because the underlying securities guarantor has the
right to defer interest payments, the market price of
the underlying securities (which represent an
undivided beneficial interest in the underlying
securities) may be more volatile than other similar
securities where the issuer does not have the right to
defer interest payments.
IF THE UNDERLYING SECURITIES GUARANTOR EXERCISES ITS
OPTION TO DEFER INTEREST PAYMENTS ON THE UNDERLYING
SECURITIES, THE TRUST CERTIFICATEHOLDERS MAY FACE
ADVERSE TAX CONSEQUENCES
Should the underlying securities guarantor exercise
its right to defer any payment of interest on the
underlying securities, each underlying securities
holder will be required to accrue interest income (as
original issue discount) in respect of the deferred
stated interest allocable to its share of the
underlying securities for United States federal income
tax purposes. As a result, a trust certificateholder,
as a beneficial owner of the underlying securities,
would have to include this amount in gross income for
United States federal income tax purposes prior to the
receipt of any cash distributions. In addition, the
trust certificateholder would not receive cash from
the underlying security issuer related to this income
if the trust certificateholder disposes of the trust
certificates prior to the record date on which
distributions of these amounts are made. To the extent
the selling price is less than the trust
certificateholder's adjusted tax basis (which will
include, in the form of original issue discount all
accrued but unpaid interest), the trust
certificateholder will recognize a capital loss.
Subject to limited exceptions, capital losses cannot
be applied to offset ordinary income for United States
federal income tax purposes.
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 indebtedness of the underlying
securities issuer.
8
IF THE SWAP AGREEMENT IS TERMINATED AS A RESULT OF A
SWAP AGREEMENT TERMINATION EVENT WHICH IS NOT A TRUST
TERMINATION EVENT, THEN THE YIELD ON THE TRUST
CERTIFICATES WILL BE CONVERTED FROM A FLOATING RATE TO
A FIXED RATE AND DISTRIBUTIONS TO YOU WILL BE MADE
SEMIANNUALLY INSTEAD OF QUARTERLY
The ability of the trust to make quarterly payments on
interest rate distributions on the trust certificates
will be dependent on the performance by the swap
counterparty of its payment obligations under the swap
agreement. If the swap agreement were to be terminated
as a result of a swap agreement termination event that
is not also a trust termination event, then (i) the
trust will remain in existence without any rights or
obligations under the swap agreement and (ii) you will
receive a pro rata share of the fixed rate interest
payments received by the trust in respect of the
underlying securities on a semiannual basis, instead
of a pro rata share of the floating rate payments
under the swap agreement received by the trust on a
quarterly basis.
YOU WILL NOT RECEIVE TIMELY DISTRIBUTION ON THE TRUST
CERTIFICATES IF THE TRUST DOES NOT RECEIVE TIMELY
DISTRIBUTION ON THE UNDERLYING SECURITIES
The underlying issuer may defer the payment of interest
on the junior subordinated debentures at any time and
in each case for up to 10 semiannual consecutive
interest periods, provided that (i) no extension period
may extend beyond the stated maturity date of the
junior subordinated debentures; and (ii) The underlying
issuer is not in default under the subordinated debt
indenture governing the junior subordinated debentures.
If there is a deferral, the underlying securities
issuer also will defer distributions on the underlying
securities and the swap counterparty will not be
obligated to make any payments to the trust pursuant to
the swap agreement. Before any extension period ends,
The underlying issuer may elect to extend the period
further. At the end of any extension period and the
payment of all interest then accrued and unpaid, The
underlying issuer may elect to begin a new extension
period. There is no limitation on the number of
extension periods. If the underlying securities issuer
does not pay amounts due under the underlying
securities, as a result of a deferral, the swap
counterparty is not obligated to make payments to the
trust, and the trust will not make any corresponding
payments on the trust certificates.
Should The underlying issuer elected to exercise its
right to defer payments of interest on the junior
subordinated debentures in the future, the market
price of the underlying securities is likely to be
adversely affected. In addition, merely as a result of
the existence of The underlying issuer's right to
defer payments of interest on the junior subordinated
debentures, the market price of the underlying
securities may be more volatile than the market prices
of other securities that are not subject to such
deferrals.
9
DISTRIBUTIONS AND OTHER PAYMENTS WITH RESPECT TO YOUR
TRUST CERTIFICATES AND YOUR EXPECTED INVESTMENT YIELD
MAY BE AFFECTED BY FACTORS SUCH AS THE PERFORMANCE OF
THE TRUST ASSETS, THE REDEMPTION OF THE UNDERLYING
SECURITIES AND THE EARLY TERMINATION OF THE SWAP
AGREEMENT
A number of factors may affect the timing of
distributions with respect to your trust certificates
and the yield that you realize on your trust
certificates, including:
o the purchase price you pay for your trust
certificates;
o the interest rate on the trust certificates, which
will be greater than or equal to 3.00% and will
not exceed 8.00%;
o the performance of the underlying securities;
o whether the underlying securities issuer redeems,
repurchases or repays the underlying securities
before their maturity;
o whether the underlying security guarantor elects
to defer interest payments on the underlying
securities;
o whether the underlying securities issuer defaults
under the underlying securities;
o the possibility that if there is a swap
termination event that is not a trust termination
event a fixed rate of 6.345% per annum will be
payable on the trust certificates, instead of the
floating rate distribution amount payable under
the swap agreement;
o the possibility that the swap agreement may be
terminated early in certain circumstances,
resulting in the termination of the trust prior to
its scheduled termination date; and
o whether the holder of the call options exercises
its call options on your trust certificates.
We can not predict whether or when the call options
will be exercised, whether the underlying securities
will be redeemed, repaid, repurchased or accelerated
or whether interest on the underlying securities will
be deferred. If the trust certificates are prepaid or
if the holder of the call options exercises its call
options prior to the final distribution date, then the
principal of your trust certificates or the call price
will be paid to the extent funds are received on the
underlying securities or the holder of the call
options pays the call price and your investment in the
trust certificates will have a shorter average
maturity.
10
UPON A SWAP TERMINATION EVENT WHEREBY THE SWAP
COUNTERPARTY IS THE DEFAULTING PARTY OR AFFECTED
PARTY, YOU ARE NOT LIKELY TO RECEIVE FROM THE SWAP
COUNTERPARTY ANY INTEREST THAT HAS ACCRUED
Upon a swap termination event that is not a trust
termination event whereby the swap counterparty is the
defaulting party (especially upon the bankruptcy,
insolvency or reorganization of the swap counterparty),
it is unlikely that you will receive from the swap
counterparty any interest that has accrued since the
last quarterly payment of the interest distribution
amount.
IF THE TRUST CERTIFICATES ARE PREPAID WHEN PREVAILING
MARKET INTEREST RATES FOR SECURITIES OF A COMPARABLE
CREDIT RATING ARE LOWER THAN THE YIELD ON YOUR TRUST
CERTIFICATES, YOU MAY BE UNABLE TO REALIZE A
COMPARABLE YIELD WHEN YOU REINVEST THE FUNDS THAT YOU
RECEIVE FROM THE PREPAYMENT OF YOUR TRUST
CERTIFICATES.
If the trust certificates are prepaid when prevailing
market interest rates for securities of a comparable
credit rating are lower than the yield on your trust
certificates, you may be unable to realize a
comparable yield when you reinvest the funds that you
receive from the prepayment of your trust
certificates. The interest rate cap on the trust
certificates may limit your interest payments and may
negatively impact the market value of your trust
certificates.
The interest paid on the trust certificates is based
on a floating rate that will not exceed 8.00%. If
interest rates exceed 8.00%, your trust certificates
will not receive interest based on the higher interest
rate but rather will be capped at 8.00%. Therefore,
the market value of your trust certificates will also
be negatively affected as interest rates rise.
THE INTEREST RATE CAP ON THE TRUST CERTIFICATES MAY
NEGATIVELY IMPACT THE MARKET VALUE OF YOUR TRUST
CERTIFICATES
The interest paid on the trust certificates is based
on a floating rate that will not exceed 8.00%.
Therefore, the market value of your trust certificates
may be negatively affected as interest rates rise.
THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE
At the time of issuance, 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.
11
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 the 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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.
12
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 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.
13
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 27, 2006, 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, 2005.
99.1 Trustee's Annual Compliance Certificate
dated February 21, 2006.
99.2. Report of Deloitte & Touche LLP,
Independent Registered Public Accounting
Firm, dated March 24, 2006, Registrant's
Assertion on Compliance with PPLUS Minimum
Servicing Standards dated March 24, 2006
and PPLUS Minimum Servicing Standards.
99.3. Report of Ernst & Young LLP, Independent
Registered Public Accounting Firm, dated
February 21, 2006, The Bank of New York's
Assertion on Compliance with PPLUS Minimum
Servicing Standards dated February 21,
2006 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.
14
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 27, 2006 By: /s/ Stephan Kuppenheimer
-----------------------------
Name: Stephan Kuppenheimer
Title: President