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
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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, 2007
or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from ________ to ________
Commission
File
Number: 333-58504-02
Bear
Stearns Depositor Inc.,
on behalf
of:
Trust
Certificates (TRUCs), Series 2001-2 Trust
(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)-272-9422
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 2001-2, 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.
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Yes
ý
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.
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Yes
ý
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
ý
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.
ý
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
¨
Accelerated
filer
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Non-accelerated
filer
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Smaller
Reporting Company
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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).
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Yes
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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
2001-2 Trust and do not represent obligations of or interests in the
depositor. The Underlying Securities for the trust are $29,000,000
principal amount of International Business Machines Corporation 7.125%
Debentures due December 1, 2096. 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.
International
Business Machines Corporation (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, 1-2360. 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
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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.
None
PART
II
Item 5. Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.
The Trust
Certificates (TRUCs), Series 2001-2, 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.
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.
Not
Applicable
Item 9B. Other
Information.
None
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.
None
Item 13. Certain
Relationships and Related Transactions.
None
Item
14. Principal Accounting Fees and Services.
None
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 distributions
from the Trust Certificates (TRUCs), Series 2001-2 Trust to the
certificateholders for the period from January 1, 2007 through and
including December 31, 2007 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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June
1, 2007
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Distribution
Date
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June
12, 2007
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December
1, 2007
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Distribution
Date
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December
11, 2007
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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 Exchange
Commission on June 12, 2007, as further described in Item 15(a)(1) above, is
incorporated herein by reference.
99.3 -
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 11, 2007, as further described in Item 15(a)(1) above, is
incorporated 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.
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Bear
Stearns Depositor Inc., acting on behalf of Trust
Certificates
(TRUCs), Series 2001-2 Trust
By:
/s/ Craig
Overlander
Name: Craig
Overlander
Title:
Chief Executive Officer/President
Date: March
28, 2008
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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 June 12, 2007, 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 11, 2007, as further described in Item 15(a)(1)
above, is incorporated herein by reference.
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99.3
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