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
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For the fiscal year ended:
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Commission file number:
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December 31, 2011
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001-32142
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MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PPLUS TRUST SERIES CMT-1)
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other
jurisdiction of
incorporation)
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13-3891329
(I. R. S. Employer
Identification No.)
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ONE BRYANT
PARK, 4th FL
STRUCTURED CREDIT TRADING
NEW YORK, NEW YORK
(Address of principal
executive offices)
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10036
(Zip Code)
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Registrant’s telephone number, including area code: (646) 855-6745
Securities registered pursuant to Section 12(b) of the Act:
PPLUS Trust Certificates Series CMT-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
o
No
þ
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
o
No
þ
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
þ
No
o
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).
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.
o
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 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
o
No
þ
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.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
ITEM 1. BUSINESS
For information with respect to the underlying securities held
by PPLUS Trust Series CMT-1, please refer to Comcast
Corporation’s (Commission file number 001-32871) 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 guarantors and the underlying securities
issuer have filed electronically with the SEC.
Although we have no reason to believe the information
concerning the underlying guarantees and underlying securities
or the underlying securities guarantors and the underlying
securities issuer contained in the underlying securities
guarantors’ 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 guarantors and underlying
securities issuer (including, without limitation, no
investigation as to their respective financial condition or
creditworthiness) or of the underlying securities and
underlying guarantees has been made. You should obtain and
evaluate the same information concerning the underlying
securities issuer and the underlying securities guarantors as
you would obtain and evaluate if your investment were directly
in the underlying securities and the underlying guarantees or
in other securities issued by the underlying securities issuer
or the underlying securities guarantors. There can be no
assurance that events affecting the underlying securities and
underlying guarantees or the underlying securities issuer and
underlying securities guarantors have not occurred or have not
yet been publicly disclosed which would affect the accuracy or
completeness of the publicly available documents described
above.
2
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 guarantors and the underlying securities issuer may
file in their Exchange Act reports as referenced in Item 1
above.
IF THE UNDERLYING SECURITIES ARE REDEEMED PRIOR TO THEIR
MATURITY DATE 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:
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the purchase price of the trust certificates,
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when you acquire your trust certificates,
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whether the underlying securities issuer exercises its
option to redeem the underlying securities, and
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whether the call warrant holders exercise their optional
rights to purchase outstanding trust certificates.
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The underlying securities issuer has the right to redeem the
underlying securities in whole or in part at its option.
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 their maturity date.
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.
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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 a redemption of the underlying securities or the exercise
of a call, you will not be able to realize such excess.
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 and the underlying guarantees. If the
underlying securities and the underlying guarantees is
insufficient to make payments or distributions on the trust
certificates, no other assets will be available for payment of
the deficiency.
YOU MAY NOT RECOVER THE WHOLE OF THE PRESENT VALUE 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 ISSUER AND UNDERLYING
SECURITIES GUARANTORS CEASE FILING EXCHANGE ACT REPORTS
If the underlying securities issuer defaults on its obligations
under the underlying securities or the underlying securities
issuer and underlying securities guarantors cease 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 two factors:
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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 stated
amount, or present value (if applicable) of the trust
certificates; and
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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 stated amount, or present
value (if applicable) of your trust certificates.
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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 guarantors. As provided in the applicable
trust agreement, the trust will dispose of the underlying
securities only if:
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there is a payment default on any underlying securities,
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there is another type of default that accelerates the
maturity of the underlying securities, or
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the underlying securities issuer and underlying securities
guarantors cease to file Exchange Act reports.
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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.
THE TRUST CERTIFICATES ARE SUBJECT TO THE CREDITWORTHINESS OF
THE UNDERLYING SECURITIES ISSUER
The trust certificates represent interests in obligations of
the underlying securities issuer. In particular, the trust
certificates will be subject to all the risks associated with
directly investing in the underlying securities issuer’s
unsecured unsubordinated debt obligations. Neither the
underlying indenture nor the underlying securities place a
limitation on the amount of indebtedness that may be incurred
by the underlying securities issuer.
THE TRUST CERTIFICATES ARE SUBJECT TO THE CREDITWORTHINESS OF
THE UNDERLYING SECURITIES GUARANTORS
The trust certificates represent interests in obligations of
the underlying securities guarantors. In particular, the trust
certificates will be subject to all the risks associated with
directly investing in the underlying securities guarantors’
unsecured debt obligations. The maximum aggregate amount of the
underlying guarantees by the underlying securities guarantors
shall not exceed the maximum amount that can be guaranteed by
each, respectively, without rendering such guarantee voidable
under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of
creditors generally.
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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.
THE RATINGS OF THE TRUST CERTIFICATES MAY CHANGE
At the time of issuance, Moody’s and/or 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.
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 these 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.
MINE SAFETY DISCLOSURES
Not Applicable.
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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 CMT-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 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, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Not Applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
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(a)
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Securities Authorized For Issuance Under Equity
Compensation Plans: None.
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(b)
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Security Ownership Of Certain Beneficial Owners: None.
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(c)
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Security Ownership Of Management: Not Applicable.
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(d)
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Changes In Control: None.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
None.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not Applicable.
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:
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31.1.
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Certification of the Vice President of Registrant dated March
9, 2012, 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, 2011.
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99.1.
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Trustee’s Annual Compliance Certificate dated March 5, 2012.
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99.2.
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Report of
PricewaterhouseCoopers LLP
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Independent Registered Public Accounting Firm, dated March 6,
2012, Registrant’s Assertion on Compliance with PPLUS Minimum Servicing
Standards dated March 6, 2012 and PPLUS Minimum Servicing Standards.
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99.3.
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Report of KPMG LLP, Independent Registered Public Accounting Firm,
dated February 24, 2012, The Bank of New York Mellon’s Assertion
on Compliance with PPLUS Minimum Servicing Standards dated February 24,
2012 and PPLUS Minimum Servicing Standards.
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(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.
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MERRILL LYNCH DEPOSITOR, INC.
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Date: March 9, 2012
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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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