Attached files
file | filename |
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EX-12 - EXHIBIT 12 - MERRILL LYNCH PREFERRED FUNDING III LP | c01030exv12.htm |
EX-31.1 - EXHIBIT 31.1 - MERRILL LYNCH PREFERRED FUNDING III LP | c01030exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - MERRILL LYNCH PREFERRED FUNDING III LP | c01030exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - MERRILL LYNCH PREFERRED FUNDING III LP | c01030exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - MERRILL LYNCH PREFERRED FUNDING III LP | c01030exv31w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NO.: 1-7182-06
MERRILL LYNCH PREFERRED CAPITAL TRUST III
(Exact name of Registrant as specified in its certificate of trust)
Delaware | 13-7139561 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
4 World Financial Center | ||
New York, New York | 10080 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 449-1000
COMMISSION FILE NO.: 1-7182-05
MERRILL LYNCH PREFERRED FUNDING III, L.P.
(Exact name of Registrant as specified in its certificate of limited partnership)
Delaware | 13-3982448 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
4 World Financial Center | ||
New York, New York | 10080 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 449-1000
Indicate by check mark whether the Registrants: (1) have 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
Registrants were required to file such reports), and (2) have been subject to
such requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrants have 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 (232.405)
during the preceding 12 months (or for such shorter period that the registrants
were required to submit and post such files). Yes o No o
Indicate by check mark whether the Registrants are large accelerated filers,
accelerated filers, non-accelerated filers, or smaller reporting companies.
See definition of accelerated filer, large accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
(Check one)
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Indicate by check mark whether the Registrants are shell companies (as defined
in Rule 12b-2 of the Exchange Act). Yes o No þ
As of May 13, 2010, no voting stock of the Registrants was held by
non-affiliates of the Registrants.
The Registrants meet the conditions set forth in General Instruction H 1 (a) and
(b) of Form 10-Q and are therefore filing this form with a reduced disclosure
format.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED BALANCE SHEETS (unaudited)
(dollars in thousands, except per security amounts)
CONDENSED BALANCE SHEETS (unaudited)
(dollars in thousands, except per security amounts)
March 31, 2010 | December 31, 2009 | |||||||
ASSETS |
||||||||
Investment in affiliate partnership preferred securities |
$ | 773,196 | $ | 773,196 | ||||
Total Assets |
$ | 773,196 | $ | 773,196 | ||||
STOCKHOLDERS EQUITY |
||||||||
Preferred securities (7% Trust Originated Preferred
Securities; 30,000,000 authorized, issued, and
outstanding; $25 liquidation amount per security) |
$ | 750,000 | $ | 750,000 | ||||
Common securities (7% Trust Common Securities;
927,840 authorized, issued, and outstanding;
$25 liquidation amount per security) |
23,196 | 23,196 | ||||||
Total Stockholders Equity |
$ | 773,196 | $ | 773,196 | ||||
See Note to Condensed Financial Statements
2
MERRILL LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF EARNINGS (unaudited)
(dollars in thousands)
CONDENSED STATEMENTS OF EARNINGS (unaudited)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2010 | March 31, 2009 | |||||||
EARNINGS |
||||||||
Interest on affiliate partnership preferred securities |
$ | 13,531 | $ | 13,531 | ||||
See Note to Condensed Financial Statements
3
MERRILL
LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(unaudited)
(dollars in thousands)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2010 | March 31, 2009 | |||||||
PREFERRED SECURITIES |
||||||||
Balance, beginning and end of period |
$ | 750,000 | $ | 750,000 | ||||
COMMON SECURITIES |
||||||||
Balance, beginning and end of period |
23,196 | 23,196 | ||||||
UNDISTRIBUTED EARNINGS |
||||||||
Balance, beginning of period |
| | ||||||
Earnings |
13,531 | 13,531 | ||||||
Distributions |
(13,531 | ) | (13,531 | ) | ||||
Balance, end of period |
| | ||||||
Total Stockholders Equity |
$ | 773,196 | $ | 773,196 | ||||
See Note to Condensed Financial Statements
4
MERRILL
LYNCH PREFERRED CAPITAL TRUST III
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2010 | March 31, 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Earnings |
$ | 13,531 | $ | 13,531 | ||||
Cash provided by operating activities |
13,531 | 13,531 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions |
(13,531 | ) | (13,531 | ) | ||||
Cash used for financing activities |
(13,531 | ) | (13,531 | ) | ||||
NET CHANGE IN CASH |
| | ||||||
CASH, BEGINNING OF PERIOD |
| | ||||||
CASH, END OF PERIOD |
$ | | $ | | ||||
See Note to Condensed Financial Statements
5
MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited)
March 31, 2010
NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited)
March 31, 2010
Merrill Lynch Preferred Capital Trust III (the Trust) is a statutory
business trust formed under the Delaware Business Trust Act, as amended.
Merrill Lynch & Co., Inc. (ML&Co.) is the sole owner of the Trust common
securities.
On January 1, 2009, ML&Co. was acquired by Bank of America Corporation
(Bank of America) with ML&Co. continuing as a wholly-owned subsidiary of
Bank of America.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For a complete discussion of significant accounting policies, refer to the
audited financial statements included in the Trusts Annual Report on Form
10-K for the year ended December 31, 2009.
BASIS OF PRESENTATION
These unaudited condensed financial statements should be read in conjunction
with the audited financial statements included in the Annual Report on Form 10-K
of the Trust for the year ended December 31, 2009. The interim condensed
financial statements for the three month periods are unaudited; however,
all adjustments necessary for a fair presentation of the condensed financial
statements have been included.
INVESTMENTS
The Trusts investment in Merrill Lynch Preferred Funding III, L.P. (the
Partnership) Preferred Securities represents a limited partnership interest in
the Partnership and is recorded at cost. Income on the Partnership Preferred
Securities is accrued when earned.
6
MERRILL
LYNCH PREFERRED FUNDING III, L.P.
CONDENSED BALANCE SHEETS
(unaudited)
(dollars in thousands)
(dollars in thousands)
March 31, 2010 | December 31, 2009 | |||||||
ASSETS |
||||||||
Investments: |
||||||||
Affiliate debentures |
$ | 900,547 | $ | 900,547 | ||||
U.S. Government and agencies |
9,097 | 9,105 | ||||||
Total investments |
909,644 | 909,652 | ||||||
Total Assets |
$ | 909,644 | $ | 909,652 | ||||
PARTNERS CAPITAL |
||||||||
Limited partnership interest |
$ | 773,196 | $ | 773,196 | ||||
General partnership interest |
136,448 | 136,456 | ||||||
Total Partners Capital |
$ | 909,644 | $ | 909,652 | ||||
See Note to Condensed Financial Statements
7
MERRILL
LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF EARNINGS
(unaudited)
(dollars in thousands)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2010 | March 31, 2009 | |||||||
EARNINGS |
||||||||
Interest income: |
||||||||
Affiliate debentures |
$ | 15,760 | $ | 15,760 | ||||
U.S. Government and
agencies |
5 | 11 | ||||||
Earnings |
$ | 15,765 | $ | 15,771 | ||||
See Note to Condensed Financial Statements
8
MERRILL LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS CAPITAL (unaudited)
(dollars in thousands)
CONDENSED STATEMENTS OF CHANGES IN PARTNERS CAPITAL (unaudited)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2010 | March 31, 2009 | |||||||
LIMITED PARTNERS CAPITAL |
||||||||
Balance, beginning of period |
$ | 773,196 | $ | 773,196 | ||||
Net income allocated to limited
partner |
13,531 | 13,531 | ||||||
Distributions |
(13,531 | ) | (13,531 | ) | ||||
Balance, end of period |
773,196 | 773,196 | ||||||
GENERAL PARTNERS CAPITAL |
||||||||
Balance, beginning of period |
136,456 | 136,452 | ||||||
Net income allocated to general
partner |
2,234 | 2,240 | ||||||
Distributions |
(2,242 | ) | (2,229 | ) | ||||
Balance, end of period |
136,448 | 136,463 | ||||||
TOTAL PARTNERS CAPITAL |
$ | 909,644 | $ | 909,659 | ||||
See Note to Condensed Financial Statements
9
MERRILL
LYNCH PREFERRED FUNDING III, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2010 | March 31, 2009 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Earnings |
$ | 15,765 | $ | 15,771 | ||||
Accretion of interest on securities issued by
U.S. Government and agencies |
(5 | ) | (11 | ) | ||||
Cash provided by operating activities |
15,760 | 15,760 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of investment securities |
(9,095 | ) | | |||||
Maturities of investment securities |
9,108 | | ||||||
Cash provided by investing activities |
13 | | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions to limited partner |
(13,531 | ) | (13,531 | ) | ||||
Distributions to general partner |
(2,242 | ) | (2,229 | ) | ||||
Cash used for financing activities |
(15,773 | ) | (15,760 | ) | ||||
NET CHANGE IN CASH |
| | ||||||
CASH, BEGINNING OF PERIOD |
| | ||||||
CASH, END OF PERIOD |
$ | | $ | | ||||
See Note to Condensed Financial Statements
10
MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited)
March 31, 2010
NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited)
March 31, 2010
Merrill Lynch Preferred Funding III, L.P. (the Partnership) is a limited
partnership formed under the Delaware Revised Uniform Limited Partnership Act,
as amended. Merrill Lynch & Co., Inc. (ML&Co.) is the sole general partner
of the Partnership.
On January 1, 2009, ML&Co. was acquired by Bank of America Corporation (Bank of
America) with ML&Co. continuing as a wholly-owned subsidiary of Bank of
America.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For a complete discussion of significant accounting policies, refer to the
audited financial statements included in the Partnerships Annual Report on
Form 10-K for the year ended December 31, 2009.
BASIS OF PRESENTATION
These unaudited condensed financial statements should be read in conjunction
with the audited financial statements included in the Annual Report on Form 10-K
of the Partnership for the year ended December 31, 2009. The interim condensed
financial statements for the three month periods are unaudited; however, all
adjustments necessary for a fair presentation of the condensed financial statements
have been included.
INVESTMENTS
The Partnerships investment in affiliate debentures is recorded at cost. Its
investment in U.S. Government and agency securities is recorded at accreted cost
and matures within one year. At March 31, 2010, the estimated fair value of
the investment in affiliate debentures was approximately $811 million. The
fair value of the investment in U.S. Government and agency securities
approximated its carrying value.
11
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
No disclosure is required for this Item pursuant to General Instruction H of
Form 10-Q. There were no material changes in the amount of revenue and expense
items between the most recent calendar year-to-date period presented and the
corresponding year-to-date period in the preceding fiscal year.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
No disclosure is required for this Item pursuant to General Instruction H of
Form 10-Q.
ITEM 4. | CONTROLS AND PROCEDURES |
The persons who function as the equivalent of the chief executive officer and
chief financial officer of the Trust and the Partnership have evaluated the
effectiveness of the Trusts and the Partnerships disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this Report. Based on that
evaluation, the persons who function as the equivalent of the chief executive
officer and chief financial officer of the Trust and the Partnership have
concluded that the Trusts and the Partnerships disclosure controls and
procedures were effective as of the end of the period covered by this Report.
In addition, no change in the Trusts and the Partnerships internal control
over financial reporting (as defined in Rule 13a-15(f) under the Securities
Exchange Act of 1934) occurred during the first quarter of 2010 that
has materially affected, or is reasonably likely to materially affect, the
Trusts or the Partnerships internal control over financial reporting.
12
PART II OTHER INFORMATION
Item 1A. | Risk Factors |
There are
no material changes from the risk factors set forth under
Part I, Item 1A. Risk Factors in the Trusts
and the Partnerships 2009 Annual Report on Form 10-K.
ITEM 6. | EXHIBITS |
12 | Computation of Ratios of Earnings to Combined Fixed Charges and
Preferred Securities Distributions. |
|||
31.1 | Rule 13a - 14(a) Certification. |
|||
31.2 | Rule 13a - 14(a) Certification. |
|||
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|||
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
MERRILL LYNCH PREFERRED
CAPITAL TRUST III* |
||||
By: | /s/ MARLENE DEBEL | |||
Name: | Marlene Debel | |||
Title: | Regular Trustee | |||
MERRILL LYNCH PREFERRED FUNDING III, L.P.* |
||||
By: | MERRILL LYNCH & CO., INC., as General Partner | |||
By: | /s/ THOMAS W. PERRY | |||
Name: | Thomas W. Perry | |||
Title: | Chief Accounting Officer and Controller Merrill Lynch & Co., Inc. |
Date: May 13, 2010
* | There is no principal executive officer(s), principal financial officer, controller, principal accounting officer or board of directors of the Registrants. The Trustees of the Trust (which include the Regular Trustees, the Property Trustee and the Delaware Trustee) together exercise all powers and perform all functions with respect to the Trust. |
14
INDEX TO EXHIBITS
EXHIBITS
12 | * | Computation of Ratios of Earnings to Combined Fixed Charges and
Preferred Securities Distributions. |
||
31.1 | * | Rule 13a - 14(a) Certification. |
||
31.2 | * | Rule 13a - 14(a) Certification. |
||
32.1 | * | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
||
32.2 | * | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Filed herewith |
15