-----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, QZdMR8i1iwa8paZ9SgNl7vjZHgRXz7tFHvUlTG/GY/nQ8mrTSMaYCVi0iHlQNV2z ejul8eFjRm8Fu7P6tS1xIw== 0000905148-98-000581.txt : 19980331 0000905148-98-000581.hdr.sgml : 19980331 ACCESSION NUMBER: 0000905148-98-000581 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980327 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MLCC MORT INV INC MORT LOAN ASST BK PASS THRU CERT SE 1997-A CENTRAL INDEX KEY: 0001036298 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 593247986 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-14253-01 FILM NUMBER: 98578689 BUSINESS ADDRESS: STREET 1: 4802 DEER LAKE DR E CITY: JACKSONVILLE STATE: FL ZIP: 32246-6484 BUSINESS PHONE: 9049286000 MAIL ADDRESS: STREET 1: 4802 DEER LAKE DRIVE EAST STREET 2: C/O MERRILL LYNCH CREDIT CORP CITY: JACKSONVILLE STATE: FL ZIP: 32246-6484 10-K 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 Commission file number December 27, 1997 333-14253 - ------------------------- ----------- Mortgage Loan Asset Backed Pass-Through Certificates Trust 1997-A - ------------------------------------------------------------------------------ (Name of Trust Fund issuing Mortgage Loan Asset Backed Pass-Through Certificates, Series 1997-A, Class A) MLCC Mortgage Investors, Inc. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware 59-3247986 - --------------------------------- ------------------- (State or other jurisdiction (IRS employer of incorporation or organization) identification no.) 4802 Deer Lake Drive East Jacksonville, Florida 32246-6484 - --------------------------------- ------------------ (Address of principal (Zip code) executive offices) Registrant's telephone number, including area code: (904) 928-6000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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. ( ) Aggregate market value of the voting stock held by non-affiliates of the Registrant: None. Number of shares of common stock of the Registrant outstanding as of December 27, 1997: Not applicable. DOCUMENTS INCORPORATED BY REFERENCE Documents in Part IV incorporated herein by reference are as follows: A. Monthly statement sent to Certificateholders with the April 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 1997. 2. Monthly statement sent to Certificateholders with the May 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 1997. 3. Monthly statement sent to Certificateholders with the June 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 1997. 4. Monthly statement sent to Certificateholders with the July 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 1997. 5. Monthly statement sent to Certificateholders with the August 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 1997. 6. Monthly statement sent to Certificateholders with the September 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 1997. 7. Monthly statement sent to Certificateholders with the October 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 1997. 8. Monthly statement sent to Certificateholders with the November 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 1997. 9. Monthly statement sent to Certificateholders with the December 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 1997. 10. AMBAC Assurance Corporation ("AMBAC") and Subsidiaries' audited consolidated financial statements as of December 31, 1997 and 1996 and for each of the years in the three-year period ended December 31, 1997, incorporated herein by reference as an exhibit to AMBAC's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 1998. PART I ITEM 1. BUSINESS Not applicable. ITEM 2. PROPERTIES Not applicable. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings with respect to Merrill Lynch Credit Corporation (the "Master Servicer") or the Registrant, or to the best of our knowledge, the Trust Fund or Bankers Trust Company of California, N.A. (the "Trustee"), with respect to the Trust Fund, other than ordinary routine litigation, if any, incidental to the duties of the Trust Fund or of the Trustee, the Master Servicer or the Registrant under the Pooling and Servicing Agreement relating to the Certificates. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) There is no established public trading market for the Certificates representing undivided interests in the pool established by the Registrant of high balance, adjustable rate, one- to four-family mortgage loans. (b) At December 27, 1997, the number of holders of record of the Certificates were as follows: Number of Record Holders -------------- Mortgage Loan Asset Backed Pass-Through Certificates, Series 1997-A, Class A 9 (c) Not applicable. ITEM 6. SELECTED FINANCIAL DATA Not applicable. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. 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 (a) Not applicable. (b) Not applicable. (c) Not applicable. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (a) Not applicable. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) Not applicable. (2) Not applicable. (3) The required exhibits are as follows: Pooling and Servicing Agreement (Filed on April 3, 1997 as part of the Registrant's current report on Form 8-K). Monthly statement sent to Certificateholders with the April 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 1997. Monthly statement sent to Certificateholders with the May 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 1997. Monthly statement sent to Certificateholders with the June 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 1997. Monthly statement sent to Certificateholders with the July 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 1997. Monthly statement sent to Certificateholders with the August 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 1997. Monthly statement sent to Certificateholders with theSeptember 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 1997. Monthly statement sent to Certificateholders with the October 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 15, 1997. Monthly statement sent to Certificateholders with the November 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 1997. Monthly statement sent to Certificateholders with the December 1997 distribution incorporated herein by reference as an exhibit to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 1997. Independent Accountants' Report on Management's Assertion About Compliance with Uniform Single Attestation Program Requirements for the year ended December 27, 1997. AMBAC Assurance Corporation ("AMBAC") and Subsidiaries' audited consolidated financial statements as of December 31, 1997 and 1996 and for each of the years in the three- year period ended December 31, 1997 (the "AMBAC Financial Statements") incorporated herein by reference as an exhibit to AMBAC's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 1998. Consent of KPMG Peat Marwick LLP to incorporation by reference in this Form 10-K of their report dated January 29, 1998 on the AMBAC Financial Statements. Officer's Certificate regarding Annual Statement as to Compliance of Merrill Lynch Credit Corporation is not currently available and will be subsequently filed as an exhibit to Form 8-K as soon as such certificate becomes available. (b) The following reports on Form 8-K were filed during the last quarter of the period covered by this report: Date Filed Event Reported ---------- -------------- October 15, 1997. Monthly statement sent to Certificateholders with the October 1997 distribution. November 18, 1997. Monthly statement sent to Certificateholders with the November 1997 distribution. December 23, 1997. Monthly statement sent to Certificateholders with the December 1997 distribution. (c) Exhibits required to be filed by the Registrant pursuant to Item 601 of Regulation S-K are listed in the Exhibit Index immediately following the signature page hereof. (d) Not applicable. SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT No annual report, proxy statement, form of proxy or other soliciting material has been sent to Certificateholders. 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, thereunto duly authorized on March 27, 1998. MLCC MORTGAGE INVESTORS, INC., as Registrant and on behalf of the Trust Fund /s/ ROBERT J. SMITH __________________________________________ By: Robert J. Smith Senior Vice President and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature Title Date /s/ MICHAEL A. JOHNSTON President, Chief Executive March 27, 1998 Officer and Chairman of the Board of Directors /s/ KEVIN O'HANLON Senior Vice President and March 27, 1998 Director /s/ FRANCIS X. ERVIN, JR. Senior Vice President and March 27, 1998 Treasurer (principal financial officer and principal accounting officer) /s/ STEVEN T. HARDY Vice President and Controller March 27, 1998 /s/ THOMAS O. MCCONNELL Director March 27, 1998 /s/ EARLE C. TRAYNHAM Director March 27, 1998 EXHIBIT INDEX Exhibit No. Page - ----------- --- 4 Pooling and Servicing Agreement (Filed on April 3, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . * 19.1 Report Furnished to Security-Holders (Filed on April 21, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 19.2 Report Furnished to Security-Holders (Filed on May 15, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 19.3 Report Furnished to Security-Holders (Filed on June 17, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 19.4 Report Furnished to Security-Holders (Filed on July 17, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 19.5 Report Furnished to Security-Holders (Filed on August 21, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 19.6 Report Furnished to Security-Holders (Filed on September 15, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 19.7 Report Furnished to Security-Holders (Filed on October 15, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 19.8 Report Furnished to Security-Holders (Filed on November 18, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 19.9 Report Furnished to Security-Holders (Filed on December 23, 1997 as part of the Registrant's current report on Form 8-K) . . . . . . . . . . . . . . . . . . . . . . * 99.1 Independent Accountants' Report on Management's Assertion About Compliance with Uniform Single Attestation Program Requirements for the year ended December 27, 1997 . . . . . . . . . . . . . . . . . 11 99.2 AMBAC Financial Statements (Filed on March 27, 1998 as part of AMBAC's current report on Form 8-K) . . . . . . . . . . . . . * 99.3 Consent of KPMG Peat Marwick LLP to incorporation by reference in this Form 10-K of their report dated January 29, 1998 on the AMBAC Financial Statements . . . . . . . . . . . . . 17 Exhibit 99.1 ------------ INDEPENDENT ACCOUNTANT'S REPORT ON MANAGEMENT'S ASSERTION ABOUT COMPLIANCE WITH UNIFORM SINGLE ATTESTATION PROGRAM REQUIREMENTS Merrill Lynch Credit Corporation and subsidiaries: We have examined management's assertion about Merrill Lynch Credit Corporation's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single -------------- Attestation Program for Mortgage Bankers (USAP) and maintenance of - ---------------------------------------- adequate hazard insurance as required by investors as of and for the fiscal year ended December 26, 1997, included in the accompanying management assertion. Management is responsible for Merrill Lynch Credit Corporation's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity'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 Merrill Lynch Credit Corporation's compliance with the minimum servicing standards 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 Merrill Lynch Credit Corporation's compliance with the minimum servicing standards. All loans serviced by Merrill Lynch Credit Corporation under pooling and servicing agreements relating to mortgage pass-through certificates listed in Exhibit I attached, were included in the total population which was subject to selection for testing in our examination. In our opinion, management's assertion that Merrill Lynch Credit Corporation complied with the aforementioned minimum servicing standards and maintenance of adequate hazard insurance as required by investors as of and for the fiscal year ended December 26, 1997 is fairly stated, in all material respects. This report is intended for the information and use of the Board of Directors and management of Merrill Lynch Credit Corporation and subsidiaries, and the Trustees for the mortgage pass-through certificates listed in Exhibit I. February 23, 1998 EXHIBIT I MERRILL LYNCH CREDIT CORPORATION DETAIL OF MORTGAGE PASS-THROUGH CERTIFICATES UNDER POOLING AND SERVICING AGREEMENTS DECEMBER 26, 1997 - -------------------------------------------------------------------------- MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1991F, Class A-1 and A-2 MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1992A, Class A-1 and A-2 MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1992A, Class B MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1992C, Class A-1 and A-2 MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1992C, Class B MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1992F, Class A-1, A-2 and A-3 MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1992F, Class B ML Home Equity Loan Asset Backed Certificates, Series 1992-1, Class A and B ML Home Equity Loan Asset Backed Certificates, Series 1993-1, Class A and B MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1993B, Class A-1, A-2 and A-3 MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1993B, Class B MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate Pass-Through Certificates, Series 1993C, Class A-1, A-2, A-3 and A-4 MLCC Senior/Subordinate Mortgage Pass-Through Certificates, Series 1993E, Class A-1, A-2, A-3, A-4, A-5 and A-6 MLCC Senior/Subordinate Mortgage Pass-Through Certificates, Series 1993F, Class A-1, A-2, A-3, A-4, A-5 and A-6 MLCC Senior/Subordinate Mortgage Pass-Through Certificates, Series 1993I, Class A-1, A-2, A-3, A-4, A-5 and A-6 MLCC Subordinate Mortgage Backed Certificates, Series 1994A, Class A-1 and A-2 MLCC Senior/Subordinate Mortgage Pass-Through Certificates, Series 1994A, Class A-1, A-2, A-3, A-4 and A-5 MLCC Senior/Subordinate Mortgage Pass-Through Certificates, Series 1994F, Class A-1, A-2, A-3, M, A-4 and A-5 ML Home Equity Loan Asset Backed Certificates, Series 1994-1, Class A-1 and A-2 MLCC Senior/Subordinate Mortgage Pass-Through Certificates, Series 1994H, Class A-1, A-2, A-3, M, A-4 and A-5 MLCC Mortgage Investors, Inc., Senior/Subordinate Mortgage Pass-Through Certificates, Series 1994A, Class A-1, A-2, A-3 M-1, A-4 and M-2 ML Home Equity Loan Pass-Through Certificates, Series 1994-2, Class A MLCC Mortgage Investors, Inc., Senior/Subordinate Mortgage Pass-Through Certificates, Series 1994B, Class A-1, A-2, A-3 and A-4 ML Home Equity Loan Pass-Through Certificates, Series 1995-1, Class A-1 and A-2 MLCC Mortgage Investors, Inc., Senior/Subordinate Mortgage Pass-Through Certificates, Series 1995A, Class A-1, A-2, A-3, A-4, A-5 and A-6 ML Home Equity Loan Pass-Through Certificates, Series 1995-2, Class A MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through Certificates, Series 1995B, Class A MLCC Mortgage Investors, Inc., Subordinate Mortgage Backed Certificates, Series 1995-S1 MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through Certificates, Series 1996A, Class A MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through Certificates, Series 1996B, Class A MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through Certificates, Series 1996C, Class A MLCC Mortgage Investors, Inc., ML Revolving Home Equity Loan Asset Backed Certificates, Series 1996-1 MLCC Mortgage Investors, Inc., ML Revolving Home Equity Loan Asset Backed Certificates, Series 1996-2 MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through Certificates, Series 1996D, Class A MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through Certificates, Series 1997A, Class A MLCC Mortgage Investors, Inc., ML Revolving Home Equity Loan Asset Backed Certificates, Series 1997-1 MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through Certificates, Series 1997B, Class A Merrill Lynch Credit Corporation Private Client Group 4802 Deer Lake Drive East Jacksonville, Florida 32246-6484 800 452 3881 February 23, 1998 Deloitte & Touche LLP 2801 Independent Drive Jacksonville, FL 32202 Ladies and Gentlemen: As of and for the year ended December 26, 1997, Merrill Lynch Credit Corporation and subsidiaries (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for -------------------------------------- Mortgage Bankers and has maintained adequate hazard insurance as required - ---------------- by investors. As of and for the same period, the Company had in effect fidelity bond and errors and omissions insurance coverage in the amounts of $325,000,000 and $11,000,000 respectively. /s/ Michael A. Johnston ------------------------------ Michael A. Johnston Chairman/Chief Executive Officer /s/ Kevin M. O'Hanlon ------------------------------ Kevin M. O'Hanlon President/Chief Operating Officer /s/ Francis X. Ervin, Jr. ------------------------------ Francis X. Ervin, Jr. Senior Vice President/Chief Financial Officer /s/ Steven T. Hardy ------------------------- Steven T. Hardy Vice President/Controller Exhibit 99.3 ------------ INDEPENDENT AUDITORS' CONSENT The Board of Directors Ambac Assurance Corporation: We consent to the incorporation by reference in the Form 10-K of MLCC Mortgage Investors, Inc. Series 1997-A (the "Registrant"), of our report dated January 29, 1998 on the consolidated financial statements of Ambac Assurance Corporation as of December 31, 1997 and 1996, and for each of the years in the three-year period ended December 31, 1997, which report appears in the Form 8-K of Ambac Financial Group, Inc., dated March 27, 1998. New York, New York March 27, 1998
-----END PRIVACY-ENHANCED MESSAGE-----