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)




ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2009




or




 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




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)





New York
13-7295550(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)





c/o U.S. Bank Trust National Association

100 Wall Street, Suite 1600

New York, New York
10005(Address of principal executive offices)
(Zip Code)





Registrant’s telephone number, including area code:  (212) 270-8211




Securities registered pursuant to Section 12(b) of the Act:




Title of Class
Name of Registered ExchangeTrust Certificates (TRUCs), Series 2001-2, Class A-1
New York Stock Exchange (“NYSE”)













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.


 ̈ 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.


 ̈ 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 whether the registrant has 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 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 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  ̈         Non-accelerated filer ý




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


 ̈ Yes  ý 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.










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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 filedelectronically 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.


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










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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.




(a)
The following documents have been filed as part of this report.




1.
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, 2009 through and including December 31, 2009 have been filed with the Securities and Exchange Commission and are hereby incorporated by reference.  Filing dates are listed below:




Date of Report
Event
Date FiledJune 1, 2009
Distribution Date
June 12, 2009December 1, 2009
Distribution Date
December 15, 2009







2.
None.




3.
Exhibits:




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, 2009, 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 15, 2009, as further described in Item 15(a)(1) above, is incorporated herein by reference.




(b)
See Item 15 (a) above.




(c)
Not Applicable.








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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 2001-2 Trust





By:  /s/ Anthony J. Horan

Name: Anthony J. Horan

Title:   Chief Executive Officer/President

Date:   March 30, 2010








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EXHIBIT INDEX




Reference

Number per

Item 601 of

Regulation SK
Description of Exhibits
Exhibit

Number in this

Form 10-K(31.1)
Rule 13a-14(a)/15d-14(a) (Section 302 Certification).
31.1(99.1)
Annual Compliance Report by Trustee.
99.1(99.2)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2009, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.2(99.3)
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2009, as further described in Item 15(a)(1) above, is incorporated herein by reference.
99.3









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