SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
ANNUAL REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 2007
001-32824
(Commission file number of issuing entity)
PPLUS TRUST SERIES RRD-1
(Exact name of issuing entity)
333-116208
(Commission file number of depositor)
MERRILL LYNCH DEPOSITOR, INC.
(Exact name of depositor as specified in its charter)
MERRILL LYNCH DEPOSITOR, INC.
(Exact name of sponsor as specified in its charter)
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New York
(State or other jurisdiction of
incorporation or organization of the issuing entity)
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13-3891329
(I. R. S. Employer Identification No.)
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World Financial Center,
New York, New York
(Address of principal executive offices of the
issuing entity)
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10080
(Zip Code)
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Registrants telephone number, including area code: (212) 449-1000
Securities registered pursuant to Section 12(b) of the Act:
PPLUS Trust Certificates Series RRD-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 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 registrants 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,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Act. (Check one):
Large
accelerated filer
o
Accelerated filer
o
Non-accelerated filer
þ
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 registrants most recently
completed second fiscal quarter.
Not Applicable.
Indicate the number of shares outstanding for each of the registrants classes of common stock, as
of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Item 1114(B)(2) of Regulation AB. Credit Enhancement and Other Support Except for Certain
Derivatives Instruments (Information Regarding Significant Enhancement Providers)
Not
applicable.
Item 1115(B) of Regulation AB. Certain Derivative Instruments (Financial Information)
Not
applicable.
Item 1117 of Regulation AB. Legal Proceedings
None.
PART II
The following items have been omitted in accordance with general instruction J to Form 10-K:
(A)
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Item 5, Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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(B)
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Item 6, Selected Financial Data.
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(C)
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Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations.
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(D)
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Item 8, Financial Statements and Supplementary Data.
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(E)
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Item 9, Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
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(F)
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Item 9A, Controls and Procedures.
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Item 9B Other Information
None
PART III
The following items have been omitted in accordance with general instruction J to Form 10-K:
(A)
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Item 10, Directors and Executive Officers of the Registrant.
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(B)
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Item 11, Executive Compensation.
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(C)
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Item 12, Security of Ownership of Certain Beneficial Owners and Management.
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(D)
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Item 13, Certain Relationships and Related Transactions.
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(E)
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Item 14, Principal Accounting Fees and Services.
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Substitute information provided in accordance with general instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
None.
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Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria
The Bank of New York (in its role as trustee) has been identified by the registrant as
participating in the servicing function with respect to the asset pool held by the PPLUS Trust
Series RRD-1 (the
Servicing Party
). The Servicing Party has completed a report on assessment of
compliance with the servicing criteria applicable to it (a
Servicing Report
), which Servicing
Report is attached as exhibit 33.1 to this Form 10-K. The Servicing Party has provided an
attestation report (an
Attestation Report
) by KPMG LLP, Independent Registered Public
Accounting Firm, which report is attached as exhibit 34.1 to this Form 10-K. Each of the Servicing Report and the Attestation Report identified material instances of noncompliance with
servicing criteria 1122(d)(2)(i) as described therein.
While Regulation AB does not contemplate identifying noncompliance on an individual transaction basis,
the Servicing Party has confirmed to the Registrant that no instances of noncompliance with Regulation AB
were discovered with respect to the PPLUS trust series that were part of the statistical sample used in
preparing the Servicing Report. The Servicing Party has informed the Registrant that the Servicing Party
cannot provide any assurances that had an analysis been done of each and every transaction included in the
platform (including all PPLUS trust series forming part of the platform), that additional instances of noncompliance
would not have been discovered. However, the Servicing Party has informed the Registrant that it has no reason, based
on the sampling and analysis done, to believe that there are any instances of noncompliance with those PPLUS trust
series that were not part of the sampling procedures.
Item 1123 of Regulation AB. Servicer Compliance Statement
The Bank of New York has been identified by the registrant as the servicer with respect to the
asset pool held by the Trust. The Bank of New York has completed a statement of compliance with
applicable servicing criteria (a
Compliance Statement
), signed by an authorized officer of the
Bank of New York. The Compliance Statement is attached as an exhibit to this Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1)
Financial Statements:
Not Applicable.
(2)
Financial Statement Schedules:
Not Applicable.
(3)
List of Exhibits
The following exhibits are filed as part of, and incorporated by reference into, this Annual
Report on Form 10-K:
3.1. Amended and Restated Certificate of Incorporation of Merrill Lynch Depositor,
Inc. (The
Depositor
) is set forth as Exhibit 3.1 to the Depositors Registration
Statement on Form S-3 (Registration No. 333-29015, dated September 17, 1997) (the
Registration Statement
) and is incorporated herein by reference.
3.2. By-laws of the Depositor are set forth as Exhibit 3.2 to the
Registration Statement and are incorporated herein by reference.
4.1. Standard Terms for Trust Agreements dated November 5, 2004 (the
Standard
Terms
) are set forth as Exhibit 4 to the Form 8-A (No. 001-32364) filed by the
Depositor with the SEC on November 24, 2004 and is incorporated herein by
reference.
4.2. Series Supplement between Merrill Lynch Depositor, Inc., as Depositor, and The
Bank of New York, as Trustee and Securities Intermediary, dated as of March 2,
2006, is set forth as Exhibit 4.2 to the Form 8-K filed by the registrant with the
SEC on March 3, 2006 and is incorporated herein by reference.
31.1.
Certification of Vice President of Registrant dated March 24, 2008, 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 Registrants
Annual Report on Form 10-K for the year ended December 31, 2007.
33.1. Report on Assessment of Compliance with Servicing Criteria of The Bank of New
York dated February 29, 2008.
34.1. Attestation Report on Assessment of Compliance with Servicing Criteria of
KPMG LLP, on behalf of The Bank of New York dated February 29, 2008.
35.1.
Servicer Compliance Statement of the Bank of New York dated
March 5, 2008.
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)
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Financial Statement Schedules
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Not applicable.
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