Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 25, 2009.
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
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Commission file number 001-13716
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MERRILL LYNCH MUNICIPAL ABS, INC.
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(Exact Name of registrant as specified in charter)
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NEW YORK
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13-369-8229
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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World Financial Center
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North Tower
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250 Vesey Street – 9th Flr.
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North Tower
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New York, New York
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10080-1323
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(Address of principal executive offices)
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(Zip Code)
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| Registrant's telephone number, including area code (212) 449-9938 | ||
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Securities registered pursuant to Section 12 (b) of the Act:
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TITLE OF EACH CLASS
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NAME OF EACH EXCHANGE ON WHICH REGISTERED
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PREREFUNDED MUNICIPAL CERTIFICATES, SERIES 2, DUE OCTOBER 1, 2012
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NEW YORK STOCK EXCHANGE
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PREREFUNDED MUNICIPAL CERTIFICATES, SERIES 3, DUE OCTOBER 1, 2012
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NEW YORK STOCK EXCHANGE
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Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No |
X
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
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No |
X
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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 whether the registrant has submitted electronically and posted on its corporate Website, 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).
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Yes
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X
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No |
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[Rule 405 of Regulation S-T is not applicable.]
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 the Form 10-K or any amendment to this Form 10-K.
[Item 405 of Regulation S-K is not applicable.]
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 Exchange Act. (check one)
Large accelerated filer ___ accelerated filer ___ non-accelerated filer X
Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Act).
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Yes
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X
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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.
ALL THE VOTING STOCK IS HELD BY AFFILIATES OF THE REGISTRANT.
(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes / / No / /
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
AS OF DECEMBER 25, 2009, THERE ARE 100 SHARES OF COMMON STOCK.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security-holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security-holders for fiscal year ended December 24, 1980).
PART I
Item 1. BUSINESS.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 1A. RISK FACTORS
NOT APPLICABLE
Item 1B. UNRESOLVED STAFF COMMENTS
NOT APPLICABLE
Item 2. PROPERTIES.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
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 STOCKHOLDERS
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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(a)
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Number of holders of record of each Series of Certificates as of December 26, 2008:
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SERIES 2: [17] HOLDERS*;
SERIES 3: [17] HOLDERS*.
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(b)
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Principal market in which registrant's Certificates are being traded:
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SERIES 2. NEW YORK STOCK EXCHANGE
SERIES 3. NEW YORK STOCK EXCHANGE
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(c) Report of Dividends:
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EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 6. SELECTED FINANCIAL DATA.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
NONE
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
NONE.
Item 9A CONTROLS AND PROCEDURES.
NOT APPLICABLE
Item 9B OTHER INFORMATION.
NONE.
* Number of Holders per Series equals the number of Direct Participants holding Certificates through The Depository Trust Company plus the number of accounts held at Merrill Lynch for the benefit of Certificateholders.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 11. EXECUTIVE COMPENSATION.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
EXEMPT PER NO-ACTION LETTER PUBLICLY AVAILABLE MAY 30, 1996.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
NOT APPLICABLE
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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(a) (1)
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Financial Statements
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NONE
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(2)
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Financial Statement Schedule
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NONE
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(3)
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Exhibits
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| 31.1 | RULE 13A-14 CERTIFICATION | ||
| 99.1 | INDEPENDANT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES | ||
| 99.2 | NOTICE OF SUBSTITUTION OF DEFEASANCE OBLIGATIONS | ||
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99.3
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STATEMENTS TO HOLDERS OF MERRILL LYNCH MUNICIPAL ABS, INC. PREREFUNDED MUNICIPAL CERTIFICATES, SERIES 2 AND SERIES 3 RELATING TO THE DISTRIBUTION DATES OF APRIL 1, 2009 AND OCTOBER 1, 2009. | ||
| 99.4 | TRUSTEE’S CERTIFICATION | ||
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(b)
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Reports on Form 8-K
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NONE.
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(c)
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Not Applicable
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(d)
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Not Applicable
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SIGNATURES
Pursuant to the requirements of the 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, thereunto duly authorized.
MERRILL LYNCH MUNICIPAL ABS, INC.
By: /s/ Edward J. Sisk
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Name: Edward J. Sisk
Title: President
(senior officer in charge of securitization function of the Depositor)
Date: March 26, 2010
EXHIBIT INDEX
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EXHIBIT
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31.1 Rule 14a-14 Certification
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99.1 Independant Accountants' Report on Applying Agreed-Upon Procedures
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99.2 Notice of Substitution of Defeasance Obligations
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99.3 Statements to holders of Merrill Lynch Municipal ABS, Inc. Prerefunded Municipal Certificates, Series 2 and Series 3, relating to the Distribution Dates of April 1, 2009 and October 1, 2009.
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99.4 Trustee’s Certification
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