10-K/A 1 f10ka_022104msd-1.txt AMENDMENT NO. 1 PREFERREDPLUS MSD-1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------------------------- FORM 10-K/A AMENDMENT NO.1 ANNUAL REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ---------------------------------- For the fiscal year ended: Commission file number: December 31, 2002 MERRILL LYNCH DEPOSITOR, INC. (ON BEHALF OF PREFERREDPLUS TRUST SERIES MSD-1) (Exact name of registrant as specified in its charter) Delaware 13-3891329 (State or other (I. R. S. Employer jurisdiction of Identification No.) incorporation) World Financial Center, 10080 New York, New York (Zip Code) (Address of principal executive offices) ---------------------------------- Registrant's telephone number, including area code: (212) 449-1000 Securities registered pursuant to Section 12(b) of the Act: PreferredPlus Trust Certificates, Series MSD-1, Listed On The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Not Applicable. 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 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 this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices 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 class of common stock, as of the latest practicable date. Not Applicable. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE Merrill Lynch Depositor, Inc. (on behalf of PreferredPLUS Trust Series MSD-1) hereby amends its Annual Report for the fiscal year ended December 31, 2002 in its entirety as set forth below. PART I Item 1. Business For information with respect to the underlying securities held by PreferredPLUS Trust Series MSD-1, please refer to Morgan Stanley Dean 2 Witter & Co.'s (Commission file number 001-11758) 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 1024, 450 Fifth Street, NW, Washington, D.C. 20549. You may obtain copies of this material for a fee by writing to the SEC's Public Reference Section of the SEC at 450 Fifth Street, NW, 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 2. Properties None. Item 3. Legal Proceedings None. Item 4. Submission Of Matters To A Vote Of Security Holders None. PART II 3 Item 5. Market For Registrant's Common Equity And Related Stockholder Matters The Trust Certificates issued by PreferredPlus Trust Series MSD-1 are represented by one or more physical certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company. The Trust Certificates are listed on the New York Stock Exchange. Item 6. Selected Financial Data Not Applicable. 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's current report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2002 had been filed late and the principal balance and the notional principal amount of the Class A and Class B trust certificates, respectively, as set forth in the distribution report attached thereto as Exhibit 99.1 were incorrect, therefore such Form 8-K which contained the incorrect principal balance and notional principal amount was subsequently amended on Form 8-K/A and filed with the Securities and Exchange Commission on March 31, 2003 in order to rectify such errors. The Registrant has revised its procedures so as to provide reasonable assurance that its future Exchange Act filings will be filed within the applicable time periods. 4 PART III Item 10. Directors And Executive Officers Of The Registrant Not Applicable. Item 11. Executive Compensation Not Applicable. Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters (a) Securities Authorized For Issuance Under Equity Compensation Plans: None. (b) Security Ownership Of Certain Beneficial Owners: None. (c) Security Ownership Of Management: Not Applicable. (d) Changes In Control: None. Item 13. Certain Relationships And Related Party Transactions None. Item 14. Principal Accounting Fees and Services Not Applicable. PART IV Item 15. Exhibits, Financial Statement Schedules And Reports On Form 8-K Attached hereto as Exhibit No. 99.1 is a copy of the Trustee's Annual Compliance Certificate dated March 28, 2003. Trustee's report in respect of the October 1, 2002 distribution to holders of the PreferredPlus Trust Series MSD-1 Class A Certificates incorporated herein by reference as exhibit no. 99.1 to Registrant's Current Report on Form 8K filed with the Securities and Exchange Commission on November 8, 2002 as amended on Form 8-K/A filed with the Securities and Exchange Commission on March 31, 2003. 5 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, hereunto duly authorized. MERRILL LYNCH DEPOSITOR, INC. Date: February 23, 2004 By: /s/ Michael Frank Connor --------------------------- Name: Michael Frank Connor Title: President I, Michael Frank Connor, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Merrill Lynch Depositor, Inc., on behalf of PreferredPLUS Trust Series MSD-1; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the depositor by the trustee under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; and 4. I am responsible for reviewing the activities performed by the depositor and the trustee under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the depositor and trustee have each fulfilled its obligations under that agreement. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York and its officers and agents. Date: February 23, 2004 /s/ Michael Frank Connor ------------------------ Michael Frank Connor Chief Executive Officer 7