- Current report filing (8-K)
March 09 2010 - 3:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): March 3, 2010
MERRILL LYNCH
DEPOSITOR, INC.
(on behalf of PPLUS TRUST SERIES
SPR-1)
(Exact name of registrant as specified in its
charter)
Delaware
(State or other
jurisdiction of
incorporation)
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001-31912
(Commission
File Number)
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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)
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10080
(Zip Code)
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Registrants telephone
number, including area code: (212) 449-1000
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (
see
General Instruction A.2.):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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INFORMATION TO BE
INCLUDED IN REPORT
Section 1.
Registrants Business and Operations
Not
applicable.
Section 2.
Financial Information
Not
applicable.
Section 3.
Securities and Trading Markets
Not
applicable.
Section 4.
Matters Related to Accountants and Financial Statements
Item 4.01
Changes in Registrants Certifying Accountant.
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(a)
On March 3, 2010, Deloitte & Touche LLP (D&T) informed the Board of
Directors of Merrill Lynch Depositor, Inc. (the Registrant)
that it has declined to stand for reappointment as the
Registrants independent registered public accounting firm in
examining managements assertion that the Registrant has complied with its
minimum servicing standards.
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D&Ts
reports with respect to the examination of managements assertion that
the Registrant has complied with its established minimum
servicing standards with respect to PPLUS Trust Series SPR-1
(the Trust) for the fiscal years ended December 31, 2008 and
December 31, 2007 did not contain an adverse opinion or a disclaimer of
opinion. While the scope of D&Ts examination was limited
to the Registrants compliance with the minimum servicing
standards, there were no further qualifications regarding
audit scope, uncertainty or servicing standards. During the Trusts fiscal
years ended December 31, 2008 and December 31, 2007 and during
the period from January 1, 2009 through March 3, 2010, there were no disagreements with D&T on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of D&T,
would have caused it to make a reference to the subject matter
thereof in its report on managements assertion that the Registrant
has complied with its established minimum servicing standards
for such periods. During the Trusts fiscal years ended
December 31, 2008 and December 31, 2007 and during the period
from January 1, 2009 through March 3, 2010, there were
no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
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The
Registrant has provided D&T with a copy of the foregoing disclosures and
has requested that D&T furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Registrant set forth
above. A copy of D&Ts letter dated March 4, 2010 is filed as
Exhibit 16.1 to this Form 8-K.
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(b)
On March 4, 2010, the Registrant approved the engagement of
PricewaterhouseCoopers LLP (PwC) to replace D&T as the
Registrants independent registered public accounting firm for
examining managements assertion that the Registrant has
complied with its minimum servicing standards.
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During
the Trusts fiscal years ended December 31, 2008 and December 31, 2007
and during the period from January 1, 2009 through March 3, 2010, neither the Registrant, the Trust, nor
anyone on their behalf consulted PwC, on behalf of the
Registrant or the Trust, regarding the application of accounting principles to
a specified transaction (either completed or proposed), the
type of report that might be rendered on managements
assertion that the Registrant has complied with its minimum
servicing standards, or any matter that was either the subject of a
disagreement, as defined in Item 304(a)(1)(iv) of Regulation
S-K and the instructions thereto, or a reportable event, as
defined in Item 304(a)(1)(v) of Regulation S-K.
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Section 5.
Corporate Governance and Management
Not
applicable.
Section 6.
Asset-Backed Securities
Not
applicable.
Section 7.
Regulation FD
Not
applicable.
Section 8.
Other Events
Not
applicable.
Section 9.
Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits
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(a)
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Financial
statements of businesses acquired.
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(b)
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Pro
forma financial information.
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(c)
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Shell
company transactions.
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16.1
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Letter
dated March 4, 2010 from Deloitte & Touche LLP to the Securities and
Exchange Commission confirming the disclosure contained
in Item 4.01 of this report on Form 8-K.
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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.
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MERRILL
LYNCH DEPOSITOR, INC.
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Date:
March 9, 2010
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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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EXHIBIT INDEX
16.1
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Letter
dated March 4, 2010 from Deloitte & Touche LLP to the Securities and Exchange
Commission confirming the disclosure contained in Item 4.01 of this
report on Form 8-K.
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