UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____
FORM
10-K
FOR
ANNUAL AND TRANSITION REPORTS
PURSUANT
TO SECTIONS 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark
One)
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x
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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 December 31, 2008
or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI
TIES
EXCHANGE ACT OF 1934
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For the
transition period from ________ to ________
Commission
File
Number: 333-58504-05
Bear
Stearns Depositor Inc.,
on
behalf of:
Trust
Certificates (TRUCs), Series 2002-1 Trust
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(Exact
name of registrant as specified in its
charter)
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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c/o
U.S. Bank Trust National Association
100
Wall Street, Suite 1600
New
York, New York
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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)-623-0069
Securities
registered pursuant to Section 12(b) of the Act:
Title of
Class
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Name
of Registered Exchange
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Trust
Certificates (TRUCs), Series 2002-1, Class A-1
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New
York Stock Exchange
(“NYSE”)
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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.
o
Yes
x
No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
o
Yes
x
No
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 file requirements for the
past 90 days.
Yes
x
No
o
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.
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated
filer
o
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Accelerated
filer
o
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Non-accelerated
filer
x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
o
Yes
x
No
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.
The
Registrant has no voting stock or class of common stock outstanding as of the
date of this report.
DOCUMENTS
INCORPORATED BY REFERENCE
The following documents are
incorporated by reference into Part IV of this Annual Report: The distribution
reports to security holders filed on Form 8-K during the fiscal year, in lieu of
reports on Form 10-Q, which include the reports filed on Form 8-K listed in Item
15(a) hereto.
Introductory
Note
The registrant is the depositor under
the trust agreement for the TRUCs Certificates referenced above which are listed
on the New York Stock Exchange. The certificates represent interests
only in the Trust Certificates (TRUCs), Series 2002-1 Trust and do not represent
obligations of or interests in the depositor. The Underlying Securities for the
trust are $32,130,000 principal amount of Ford Motor Company 7.70% Debentures
due 2097. Pursuant to staff administrative positions established in Corporate
Asset Backed Corporation (available August 9, 1995), registrant is not required
to respond to various items of Form 10-K. Such items are designated herein as
“Not Applicable.” Distribution reports detailing receipts and
distributions by the trust are filed after each distribution date on Form 8-K in
lieu of reports on Form 10-Q.
Ford Motor Company (the “Underlying
Securities Issuer”) is subject to the information reporting requirements of the
Securities Exchange Act of 1934 (the “Exchange Act”). For information on the
Underlying Securities Issuer, refer to the current and periodic reports required
to be filed pursuant to the Exchange Act by the Underlying Securities Issuer
under its Exchange Act file number, 1-3950. The Securities and Exchange
Commission (the “Commission”) maintains a site on the World Wide Web at
“http://www.sec.gov” at which users can view and
download
copies of reports, proxy and information statements and other information filed
electronically through the Electronic Data Gathering, Analysis and Retrieval
(EDGAR) system. Periodic and current reports and other information required
to be filed pursuant to the Exchange Act by the Underlying Securities Issuer may
be accessed on this site. Neither Bear Stearns Depositor Inc. nor the Trustee
has participated in the preparation of such reporting documents, or made any due
diligence investigation with respect to the information provided therein.
Neither Bear Stearns Depositor Inc. nor the Trustee has verified the accuracy or
completeness of such documents or reports. There can be no assurance that events
affecting the Underlying Securities Issuer or the Underlying Securities have not
occurred or have not yet been publicly disclosed which would affect the accuracy
or completeness of the publicly available documents described
above.
PART
I
Item 1.
Business.
Not Applicable
Item 1A. Risk
Factors
.
Not
Applicable
Item 1B. Unresolved Staff
Comments
.
None
Item
2. Properties.
Not Applicable
Item 3. Legal
Proceedings.
None
Item
4. Submission of Matters to a Vote of Security
Holders.
PART
II
Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
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The
Trust Certificates (TRUCs), Series 2002-1, Class A-1 certificates are
represented by one or more physical certificates registered in the name of
“Cede & Co.”, the nominee of The Depository Trust Company. The
certificates are listed on the New York Stock
Exchange.
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Item 6. Selected
Financial Data.
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Item 7A. Quantitative and
Qualitative Disclosures About Market Risk.
Item 8. Financial
Statements and Supplementary Data.
Item 9. Changes
in and Disagreements With Accountants on Accounting and Financial
Disclosure.
Item 9A. Controls
and Procedures.
Item 9B. Other
Information.
PART
III
Item
10. Directors and Executive Officers of the
Registrant.
Item
11. Executive Compensation.
Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Item 13. Certain
Relationships and Related Transactions.
Item
14. Principal Accounting Fees and Services.
PART
IV
Item
15. Exhibits, Financial Statement
Schedules.
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(a)
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The
following documents have been filed as part of this
report.
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1.
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Trustee’s
Distribution Statements documented on Form 8-K regarding the
distributionsfrom the Trust Certificates (TRUCs), Series 2002-1 Trust to
the certificateholders for theperiod from January 1, 2008 through and
including December 31, 2008 have been filed with the Securities and
Exchange Commission and are hereby incorporated by
reference. Filing dates are listed
below:
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Date
of Report
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Event
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Date
Filed
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May
15, 2008
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Distribution
Date
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May
22, 2008
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November
17, 2008
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Distribution
Date
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December
1, 2008
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31.1 –
Rule 13a-14(a)/15d-14(a) (Section 302 Certification).
99.1 -
Annual Compliance Report by Trustee.
99.2 -
Registrant’s Current Report on Form 8-K filed with the Securities and
ExchangeCommission on May 22, 2008, as further described in Item 15(a)(i) above,
is incorporated herein by reference.
99.3 -
Registrant’s Current Report on Form 8-K filed with the Securities and
ExchangeCommission on December 1, 2008, as further described in Item 15(a)(i)
above, isincorporated herein by reference.
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(b)
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See
Item 15 (a) above.
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SIGNATURE
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.
Bear
Stearns Depositor Inc., acting on behalf of Trust
Certificates
(TRUCs), Series 2002-1 Trust
By: /s/ Anthony J.
Horan
Title:
Chief Executive Officer/President
EXHIBIT
INDEX
Reference
Number per Item 601 of Regulation SK
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Description
of Exhibits
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Exhibit
Number in this Form 10-K
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(31.1)
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Rule
13a-14(a)/15d-14(a) (Section 302 Certification)
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31.1
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(99.1)
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Annual
Compliance Report by Trustee.
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99.1
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(99.2)
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Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 22, 2008, as further described in Item 15(a)(1) above,
is incorporated herein by reference.
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99.2
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(99.3)
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Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 1, 2008, as further described in Item 15(a)(1)
above, is incorporated herein by reference.
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99.3
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