10-K 1 surf03bc3_10k.txt 12-31-2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2003 [ ] 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 333-106175-01 MERRILL LYNCH MORTGAGE INVESTORS, INC. (Exact name of registrant as specified in its charter) Delaware 13-3416059 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) World Financial Center North Tower 250 Vesy Street, 10th Floor New York, New York 10281-1310 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code :(212)449-1000 MERRILL LYNCH MORTGAGE INVESTORS, INC. SPECIALTY UNDERWRITING AND RESIDENTIAL FINANCE TRUST MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-BC3 (Title of each class of securities covered by this Form) 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. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes No [X] Documents incorporated by reference: None MERRILL LYNCH MORTGAGE INVESTORS, INC. SPECIALTY UNDERWRITING AND RESIDENTIAL FINANCE TRUST MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-BC3 -------------------------------------------------------- PART I Item 1. Business Omitted. Item 2. Properties Omitted. Item 3. Legal Proceedings The Registrant is not aware of any material legal proceeding with respect to, the Company, the Master Servicer, the Servicers, the Trust Administrator or the Trustee, in each case if applicable, as related to the Trust. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote or consent of Holders of the Offered Certificates during the fiscal year covered by this report. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The Trust does not issue stock. There is currently no established secondary market for the Certificates. As of December 31, 2003, the number of holders of each Class of Offered Certificates was 34. 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 There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure. -2- 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 Omitted. Item 13. Certain Relationships and Related Transactions No reportable transactions have occurred. Item 14. Principal Accounting Fees and Services Not applicable. PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Not applicable. (b) Reports on Form 8-K: The following Current Reports on Form 8-K were filed by the Registrant during the last quarter of 2003. Current Reports on Form 8-K, dated October 27, 2003, November 25, 2003, and December 26, 2003, were filed for the purpose of filing the Monthly Statement sent to the Holders of the Offered Certificates for payments made on the same dates. The items reported in such Current Report were Item 5 and Item 7. (c) Exhibits to this report. Annual Servicer's Statement of Compliance, filed as Exhibit 99.1, hereto. Report of Management as to Compliance with Minimum Servicing Standards, filed as Exhibit 99.2 hereto. Annual Statement of Independent Accountants Report for the Servicer, filed as Exhibit 99.3 hereto. (d) Not applicable. -3- Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2003 MERRILL LYNCH MORTGAGE INVESTORS, INC. SPECIALTY UNDERWRITING AND RESIDENTIAL FINANCE TRUST MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-BC3 -------------------------------------------------------- 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. MERRILL LYNCH MORTGAGE INVESTORS, INC. Date: March 30, 2004 By: /s/ Matthew Whalen ----------------------------- Name: Matthew Whalen Title: President -4- CERTIFICATION Re: Merrill Lynch Mortgage Investors, Inc. Specialty Underwriting and Residential Finance Trust Mortgage Loan Asset-Backed Certificates, Series 2003-BC3 I, Matthew Whalen, certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution and servicing reports filed in respect of periods included in the year covered by this annual report, of Mortgage Loan Asset-Backed Certificates, Series 2003-BC3 (the "Trust"); 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution information required to be prepared by the Trustee based upon the servicing information required to be provided by each Servicer under the Pooling and Servicing Agreement is included in these reports; 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and 5. The reports disclose all significant deficiencies relating to each Servicer's compliance with the minimum servicing standards based, in each case, upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing Agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Litton Loan Servicing L.P., as servicer, and JPMorgan Chase Bank, as trustee. Dated: March 30, 2004 By: /s/ Matthew Whalen ------------------------------------- Name: Matthew Whalen Title: President -5- 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. The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form. -6- EXHIBIT INDEX Exhibit Description 99.1 Servicer's Annual Statement of Compliance 99.2 Report of Management as to Compliance with Minimum Servicing Standards 99.3 Servicer's Annual Independent Accountant's Report -7- EXHIBIT 99.1 - Servicer's Annual Statement of Compliance -8- LITTON LOAN SERVICING, LP an affiliate of C-BASS 4828 Loop Central Drive Telephone 713.960.9676 Houston, Texas 77081 Fax 713.966.8830 ------------------------------------------------------------------------------- February 20, 2004 Diane Wallace JPMorgan Chase Bank 4 New York Plaza, 6th Floor New York, NY 10004-2477 RE: SURF 2003-BC3, Specialty Underwriting and Residential Finance Trust, Mortgage Loan Asset-Backed Certificates To Whom It May Concern: The undersigned officer of Litton Loan Servicing LP provides the Annual Statement as to Compliance as required by the Pooling and Servicing Agreement for the above referenced security and certifies that (i) a review of the activities of the Servicer during such preceding fiscal year (or such shorter period in the case of the first such report) and of performance under this Agreement has been made under my supervision, and (ii) to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for 2003. Sincerely, /s/ Janice McClure /s/ Ann Kelley ----------------------------------------- -------------------------------- Janice McClure Ann Kelley Senior Vice President Secretary -9- EXHIBIT 99.2 - Report of Management as to Compliance with Minimum Servicing Standards -10- LITTON LOAN SERVICING, LP an affiliate of C-BASS 4828 Loop Central Drive Telephone 713.960.9676 Houston, Texas 77081 Fax 713.966.8830 ------------------------------------------------------------------------------- February 20, 2004 Deloitte & Touche 333 Clay, Suite 2300 Houston, Texas 77002 As of and for the period ended December 31, 2003, Litton Loan Servicing LP (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. As of and for this same period, Litton Loan Servicing LP had in effect a fidelity bond in the amount of $20,000,000 and an errors and omissions policy in the amount of $20,000,000. /s/ Larry B. Litton, Sr. ----------------------------------------- Larry B. Litton, Sr., President & CEO /s/ Janice McClure ------------------------------------------ Janice McClure, Senior Vice President -11- EXHIBIT 99.3 - Servicer's Annual Independent Accountant's Report -12- Deloitte & Touche LLP Suite 2300 333 Clay Street Houston, Texas 77002-4196 USA Tel +1 713 982 2000 Fax +1 713 982 2001 www.deloitte.com ------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT Partners of Litton Loan Servicing LP We have examined management's assertion about Litton Loan Servicing LP's (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 2003, included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company'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 the Company's compliance with 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 of the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2003 is fairly stated, in all material respects. /s/ Deloitte & Touche LLP --------------------------------------------- February 20, 2004 -13-