-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rhw86Bh/PmThUkxGVWVEFF5fVmPErChDsU55xfY2ifN/92GEk5ylw/8WBaBZLYgE MBtTjaaxvJIS67U1QS7Kcg== 0000950128-97-000674.txt : 19970401 0000950128-97-000674.hdr.sgml : 19970401 ACCESSION NUMBER: 0000950128-97-000674 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK NA MELLON BANK HOME EQUITY LOAN TRUST 1996-1 CENTRAL INDEX KEY: 0001012770 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 250659306 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20817 FILM NUMBER: 97569698 BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CENTER CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 MAIL ADDRESS: STREET 1: 500 GRANT ST STREET 2: ROOM 1910 CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 10-K405 1 MELLON BANK HOME EQUITY LOAN TRUST 1 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 For the fiscal year ended December 31, 1996 Commission file number 0-20817 MELLON BANK HOME EQUITY LOAN TRUST 1996-1 (Exact name of registrant as specified in its charter) NEW YORK 25-0659306 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No. of servicer of registrant) One Mellon Bank Center, Pittsburgh, Pennsylvania 15258-0001 (Address of principal executive offices (Zip Code) of servicer of registrant) Telephone number of servicer of registrant, including area code: 412-234-5000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Revolving Home Equity Loan Asset Backed Certificates, Series 1996-1 Class A, Class B-1 and Class B-2 Indicate by a 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. X --- The Registrant estimates that as of March 1, 1997, the aggregate market value of shares of the Registrant's Common Stock held by non-affiliates of the Registrant was $0. As of March 1, 1997, the Registrant had outstanding -0- shares of its Common Stock, par value $ ___ per share. --- No documents have been incorporated by reference in this Form 10-K. 2 TABLE OF CONTENTS
PART I Page Item 1. Business 1 Item 2. Properties 1 Item 3. Legal Proceedings 1 Item 4. Submission of Matters to a Vote of Security Holders 1 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 2 Item 6. Selected Financial Data 2 Item 7. Management's Discussion and Analysis of Financial Condition 2 and Results of Operations 2 Item 8. Financial Statements and Supplementary Data 2 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 2 PART III Item 10. Directors and Executive Officers of the Registrant 2 Item 11. Executive Compensation 2 Item 12. Security Ownership of Certain Beneficial Owners and Management 2 Item 13. Certain Relationships and Related Transactions 3 PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K 3
3 The Mellon Bank Home Equity Loan Trust 1996-1 (the "Trust") was formed pursuant to a Pooling and Servicing Agreement dated as of March 1, 1996 between Mellon Bank, N.A., as seller and servicer and The Bank of New York, as trustee. The Trust was formed for the purpose of acquiring certain trust assets and issuing mortgage-backed certificates under the Pooling and Servicing Agreement and one or more supplements thereto. The property of the Trust includes a portfolio of receivables arising under selected home equity revolving credit line agreements transferred to the Trust by Mellon Bank, N.A. On March 29, 1996, the Trust issued $528,625,000 of Class A Certificates, $60,125,000 of Class B-1 Certificates and $87,250,000 of Class B-2 Certificates, (together, the "Certificates"). On June 5, 1996, such Certificates were registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. PART I ITEM 1. BUSINESS Omitted. ITEM 2. PROPERTIES Omitted. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 4 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is one holder of record of each class of Certificates. To the knowledge of the Trust, there is an over the counter public trading market for the Certificates, although the frequency of transactions varies substantially over time. ITEM 6. SELECTED FINANCIAL DATA Omitted. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Omitted. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Omitted. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Omitted. ITEM 11. EXECUTIVE COMPENSATION Omitted. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT A nominee of The Depository Trust Company is the sole record owner of each Class of Certificates. As of December 3l, 1996, based on a review of public filings with the Securities and Exchange Commission, no person was known to be the beneficial owner of more than 5% of the total principal amount of any Class of Certificates outstanding on that date. -2- 5 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K (a) Listed below are the documents filed as a part of this report: Exhibit Number -------------- 28.1 Annual Certificateholders Report 28.2 Annual Servicer's Certificate 28.3 Report of Independent Certified Public Accountants (b) Reports on Form 8-K: On October 10, 1996, the Trust filed a Form 8-K with the Commission reporting information under Items 5 and 7 thereof. On November 12, 1996, the Trust filed a Form 8-K with the Commission reporting information under Items 5 and 7 thereof. On December 11, 1996, the Trust filed a Form 8-K with the Commission reporting information under Items 5 and 7 thereof. (c) Omitted. (d) Omitted. -3- 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Mellon Bank, N.A., on behalf of the Trust, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MELLON BANK HOME EQUITY LOAN TRUST 1996-1 By: MELLON BANK, N.A. By: STEVEN G. ELLIOTT -------------------------------- Name: Steven G. Elliott Title: Vice Chairman & Chief Financial Officer Date: March 31, 1997 -4- 7 EXHIBIT INDEX
Exhibit Page - ------- 28.1 Annual Certificateholders Report 8 28.2 Annual Servicer's Certificate 9 28.3 Report of Independent Certified Public Accountants 10
-5- EX-28.1 2 MELLON BANK HOME EQUITY LOAN TRUST 1 Exhibit 28.1 March 26, 1997 Annual Report per Section 5.03 of Pooling and Servicing Agreement MELLON BANK, N.A. MELLON HOME EQUITY LOAN TRUST 1996-1 Reimbursement of Previous Liquidation Loss Amounts for 1996 per Clause (viii): $ 666.92 Net Principal Allocation for 1996 per Clause (x): (a) Distributed to Seller $ 0.00 (b) Reinvested in Additional Mortgage Loans $ 204,938,813.08 (c) Deposited in Excess Funding Accounts $ 0.00
Clause (xi) -- Not Applicable (applies only during the amortization period) EX-28.2 3 MELLON BANK HOME EQUITY LOAN TRUST 1 Exhibit 28.2 OFFICER'S CERTIFICATE (Pursuant to Section 3.09 of the Pooling and Servicing Agreement referred to below) MELLON BANK, N.A. MELLON BANK HOME EQUITY LOAN TRUST 1996-1 The undersigned, a Vice President of Mellon Bank, N.A., as Servicer ("Mellon Bank N.A."), pursuant to the Pooling and Servicing Agreement dated as of March 1, 1996 (as may be amended and supplemented from time to time, the "Agreement"), among Mellon Bank, N.A., as Transferor and Servicer, and The Bank of New York, as Trustee, does hereby certify that: 1. Mellon Bank, N.A. is, as of the date hereof, Servicer under the Agreement. Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. 2. The undersigned is an officer of Mellon Bank who is duly authorized to execute and deliver this Certificate to Trustee. 3. A review of the activities of Servicer during the fiscal year ended December 31, 1996, and of its performance under the Agreement was conducted under my supervision. 4. Based on such review, Servicer has, to the best of my knowledge, fulfilled all its material obligations under the Agreement throughout such year and no default in the performance of such obligations has occurred or is continuing. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 27th day of March , 1997. MELLON BANK, N.A., Servicer By: PATRICK RYAN ---------------------------- Name: Patrick Ryan Title: Vice President EX-28.3 4 MELLON BANK HOME EQUITY LOAN TRUST 1 Exhibit 28.3 [Letterhead of KPMG Peat Marwick LLP] Independent Accountants' Report Mellon Bank Home Equity Loan Trust 1996-1 c/o The Bank of New York, as Trustee Mellon Bank, N.A. as Servicer We have examined the accompanying assertion made by management on Mellon Bank, N.A.'s compliance, as servicer, with Article III, Sections 3.02(b) and (c), 3.03, 3.04, 3.05, 3.08 and 3.12 of the Pooling and Servicing Agreement for the Mellon Bank Home Equity Loan Trust 1996-1 dated as of March 1, 1996 (the "Agreement"), for the period March 29, 1996 through December 31, 1996. Management is responsible for Mellon Bank, N.A.'s compliance with the aforementioned sections of the Agreement. Our responsibility is to express an opinion on management's assertion about Mellon Bank, N.A.'s compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Mellon Bank, N.A.'s compliance with the aforementioned sections of the Agreement and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Mellon Bank, N.A.'s compliance with those sections. In our opinion, management's assertion that Mellon Bank, N.A. was materially in compliance with the aforementioned sections of the Agreement for the period March 29, 1996 through December 31, 1996 is fairly stated, in all material respects. KPMG PEAT MARWICK LLP March 28, 1997 2 [LETTERHEAD OF MELLON BANK, N.A.] March 19, 1997 Management report on Mellon Bank, N.A.'s Compliance, as Servicer, with the Servicing Requirements of the Pooling and Servicing Agreement Management of Mellon Bank, N.A., as servicer, is responsible for compliance with the servicing requirements in Article III, Sections 3.02(b) and (c), 3.03, 3.04, 3.05, 3.08 and 3.12 of the Pooling and Servicing Agreement for the Mellon Bank Home Equity Loan Trust 1996-1, dated as of March 1, 1996 (the "Agreement"). Management has performed an evaluation of Mellon Bank, N.A.'s compliance with the aforementioned sections of the Agreement for the period March 29, 1996, through December 31, 1996. Based upon this evaluation, management believes that, for the period March 29, 1996, through December 31, 1996, Mellon Bank, N.A., as servicer, was materially in compliance with the aforementioned sections of the Agreement. MARTIN G. MCGUINN PHILIP K. HAMM - ---------------------------- -------------------------------- Martin G. McGuinn Philip K. Hamm Vice Chairman Senior Vice President Retail Financial Services Group Head - Consumer Lending VICTOR A. BERTOTY PATRICK RYAN - ---------------------------- -------------------------------- Victor A. Bertoty Patrick Ryan First Vice President Vice President-Loan Servicing Retail Bank Division Retail Bank -----END PRIVACY-ENHANCED MESSAGE-----