UNITED STATES
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: |
| December 31, 2020 |
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001-16669 |
MERRILL LYNCH DEPOSITOR, INC.
(ON BEHALF OF PREFERREDPLUS TRUST SERIES CZN-1)
(Exact name of registrant as specified in its charter)
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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
NEW YORK, NEW YORK
(Address of principal
executive offices) |
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10036
(Zip Code) |
Registrant’s telephone number, including area code: (646) 855-6745
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable.
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 every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o Non-accelerated filer þ
Smaller reporting company o Emerging growth
company o
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the 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
For information with respect to the underlying securities
held by PreferredPLUS Trust Series CZN-1, please refer to Frontier Communications Corporation’s (Commission file number 001-11001)
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, NE, Washington, D.C. 20549. You may obtain copies
of this material for a fee by writing to the Public Reference Section of the SEC at 100 F Street, NE, 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 issuer has filed electronically with the SEC.
Although we have no reason to believe the information
concerning the underlying securities or the underlying securities issuer contained in the underlying securities issuer’s 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 issuer (including,
without limitation, no investigation as to its financial condition or creditworthiness) or of the underlying securities has been made.
You should obtain and evaluate the same information concerning the underlying securities issuer as you would obtain and evaluate if your
investment were directly in the underlying securities or in other securities issued by the underlying securities issuer. There can be
no assurance that events affecting the underlying securities or the underlying securities issuer have not occurred or have not yet been
publicly disclosed which would affect the accuracy or completeness of the publicly available documents described above.
ITEM 1A. RISK FACTORS
THE UNDERLYING SECURITIES ISSUER HAS FILED FOR BANKRUPTCY. NO FURTHER
PAYMENTS WILL BE MADE ON THE TRUST CERTIFICATES.
On April 14, 2020, Frontier Communications Corporation, the issuer
of the Underlying Securities, and certain of its direct and indirect subsidiaries filed a Chapter 11 voluntary petition in the United
States Bankruptcy Court for the Southern District of New York. This filing resulted in an acceleration of the Underlying Securities. As
a result of such event, The Bank of New York Mellon, as Trustee for the Trust was directed under Section 3.04 of the Standard Terms and
the definition of Distribution Election under the Series Supplement to distribute the principal amount of Underlying Securities pro rata
to the Certificateholders. On May 11, 2020, the Trustee began making distributions of the Underlying Securities upon presentation of the
Certificates for cancellation. The Trust will terminate following the distribution of all Underlying Securities. As of this date, the
distributions are still ongoing and the Trust has not yet been terminated. For more information regarding this matter or for how to surrender
your Certificates, please see:
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Current report on Form 8-K filed by the Depositor with the SEC on April 1, 2020 |
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Current report on Form 8-K filed by the Depositor with the SEC on April 17, 2020 |
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Current report on Form 8-K filed by the Depositor with the SEC on May 7, 2020 |
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Notification filed by New York Stock Exchange LLC on Form 25 with the SEC to report the removal of the Trust Certificates from listing
on May 15, 2020 |
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ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. RESERVED
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Trust Certificates issued by PreferredPLUS Trust Series CZN-1
are represented by one or more physical certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
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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.
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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4.1. |
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For
a description of the securities of the PreferredPLUS Trust Series CZN-1, see Prospectus Supplement (To Prospectus dated September 9, 1999)
dated as of August 24, 2001 filed by the Depositor with the SEC on August 28, 2001 and incorporated here by reference. |
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31.1. |
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Certification of the President of Registrant dated March 25, 2021, 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, 2020. |
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99.1. |
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Trustee’s Annual Compliance Certificate dated February 18, 2021. |
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99.2. |
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Report of PricewaterhouseCoopers LLP, Independent Accountants, dated March 15, 2021, Registrant’s Assertion
on Compliance with PPLUS Minimum Servicing Standards dated March 15, 2021 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 March 4, 2021, The Bank
of New York Mellon’s Assertion on Compliance with PPLUS Minimum Servicing Standards dated March 4, 2021 and PPLUS
Minimum Servicing Standards. |
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99.4 |
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Press release issued by The Bank of New York Mellon, as Trustee for the Trust regarding the bankruptcy filing by Frontier Communications
Corporation (the “Underlying Securities Issuer”) and the termination of the Trust, filed by the Depositor with the SEC on
Form 8-K on May 7, 2020 and incorporated here by reference. |
(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, thereunto duly authorized.
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MERRILL LYNCH DEPOSITOR, INC.
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| Date: March 25, 2021 |
By: |
/s/ Matthew J. Nelson |
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Name: |
Matthew J. Nelson |
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Title: |
President |
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