-----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, AvOMMNMpKNgwuTlFKS7o1cKM7v0dlQamrSLmK6NUKxDqX5G+qdzrc18wbZETG0bm E670uYMsrPdDkjPM1dQWmg== 0000809940-98-000003.txt : 19980327 0000809940-98-000003.hdr.sgml : 19980327 ACCESSION NUMBER: 0000809940-98-000003 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19971226 FILED AS OF DATE: 19980326 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH MORTGAGE INVESTORS INC CENTRAL INDEX KEY: 0000809940 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133416059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-01704 FILM NUMBER: 98574438 BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER N TOWER STREET 2: 250 VESEY ST 17TH FL CITY: NEW YORK STATE: NY ZIP: 10281-1315 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: WORLD FINANCIAL CTR N TOWER STREET 2: 250 VESEY ST 17TH FL CITY: NEW YORK STATE: NY ZIP: 10281 10-K 1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 26, 1997 ------------------ [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ________________ Commission File Numbers: 333-7569, 333-1704 MERRILL LYNCH MORTGAGE INVESTORS, INC. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 13-3416059 - - --------------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation or organization Identification No.) World Financial Center North Tower 250 Vesey Street - 23rd Flr New York, New York 10281-1323 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(212) 449-0336 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: [x] Yes [ ] 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 definite proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [Not Applicable] None of the Registrant's outstanding common stock is owned by non- affiliates. This report on Form 10-K is filed pursuant to the letters dated July 9, 1987, May 14, 1993, and July 31, 1994 to the Registrant from the Office of Chief Counsel, Division of Corporate Finance, Securities and Exchange Commission. TABLE OF CONTENTS PART I Item 1. Business Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions PART IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K Signatures PART I ITEM 1. BUSINESS Not Applicable. ITEM 2. PROPERTIES Commercial Mortgage Pass-Through Certificates: The series of commercial mortgage pass-through certificates (as hereinafter defined in Item 5(b)), do not own any physical property. Title to real estate will only be acquired upon default of the mortgagors under the mortgage loans. ITEM 3. LEGAL PROCEEDINGS There are no material pending legal proceedings that involve any Series of Certificates, the Trustee, the Master Servicer or the Registrant with respect to any Series of Certificates nor is the Registrant aware of any proceedings known to be contemplated by governmental authorities. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There have been no matters submitted to a vote of certificate holders. PART II ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) There is no established public trading market for the Certificates representing interests in conventional mortgage loans, commercial mortgage loans, or manufactured housing contract pools established by the Registrant. (b) At December 26, 1997, the number of holders of record for certificates issued during 1997 was as follows:
Number of Record Holders -------------- Commercial Pass-Through Certificates ------------------------------------ Mortgage Pass-Through Certificates, Series 1997-C1 108 Mortgage Pass-Through Certificates, Series 1997-C2 48
(c) Not Applicable. ITEM 6. SELECTED FINANCIAL DATA Not Applicable. ITEM 7. MANAGEMENT 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 (for each Series issued during 1997)
Original Face Amount of % of Certificates Certificates ------------- ------------ (in $ thousands) MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1 (ALL C/O DTC) ------------------------------------------ CitiBank 272,510 14% Bank of New York 223,198 12% Chase Manhatten/Chemical Bank 219,175 11% Merrill Lynch Pierce,Fenner&Smith 193,500 10% Bear Stearns 192,790 10% Bankers Trust 138,685 7% CS First Boston 128,527 7% Deutsche Morgan Grenfell,Inc. 128,527 7% MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C2 (ALL C/O DTC) ------------------------------------------ Merrill Lynch Pierce,Fenner&Smith 391,363 30% Chase Manhattan/Chemical Bank 317,277 24% Salomon Brothers 178,825 14% Bank of New York 126,055 10% SSB - Custodian 101,765 8% Bankers Trust 81,022 7%
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) Mortgage Pass-Through Certificates C-1 and C-2 Annual Statement of Compliance ("the Certification"): Auditors' Report and Management Assertion are presented in Exhibit 99. (b) Reports on Form 8-K have been filed through December 1997. Form 15 for each Series of Certificates was filed in January 1998. (c) Not Applicable (d) Not Applicable 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. MERRILL LYNCH MORTGAGE INVESTORS, INC. By: /s/ Jeffrey W. Kronthal Name: Jeffrey W. Kronthal Title: Chairman of the Board Dated: March 26, 1998 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. By: /s/ Thomas Layton Name Thomas Layton Title: Treasurer Dated: March 26, 1998 By: /s/ Michael M. McGovern Name: Michael M. McGovern Title: Secretary and Director Dated: March 26, 1998 EXHIBIT INDEX EXHIBIT 27 FINANCIAL DATA SCHEDULE EXHIBIT 99.1 ANNUAL COMPLIANCE STATEMENT-CERTIFICATE SERIES 1997 C-1 EXHIBIT 99.2 AUDITORS' REPORT FOR CERTIFICATE SERIES 1997 C-1 EXHIBIT 99.3 MANAGEMENT ASSERTION FOR CERTIFICATE SERIES 1997 C-1 EXHIBIT 99.4 ANNUAL COMPLIANCE STATEMENT-CERTIFICATE SERIES 1997 C-2 EXHIBIT 99.5 AUDITORS' REPORT FOR CERTIFICATE SERIES 1997 C-2 EXHIBIT 99.6 MANAGEMENT ASSERTION FOR CERTIFICATE SERIES 1997 C-2 EX-27 2
5 YEAR DEC-26-1997 DEC-28-1996 DEC-26-1997 10000 0 0 0 0 10000 0 0 10000 0 0 0 0 10000 0 10000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-99 3 ANNUAL COMPLIANCE STATEMENT - CERTIFICATE SERIES 1997-C1 Exhibit 99.1 Annual Compliance Letter for Certificate Series 1997-C1 March 23, 1998 LaSalle National Bank, as Trustee ABN AMRO Bank N.V., as Fiscal Agent 135 South LaSalle Street, Suite 200 135 South LaSalle Street, Suite 200 Chicago, Illinois 60603 Chicago, Illinois 60603 Attention: Asset Backed Securities Trust Services Fitch Investors Service, Inc., Moody's Investors Service Inc., as Rating Agency., as Rating Agency One State Street Plaza 31st Floor 99 Church Street, 10th Floor New York, NY 10004 New York, NY 10007 Attention: Deborah Sief Attention: Tad Phillips Standard & Poor's Ratings Services, as Rating Agency Financial Institutions/Mortgages Group 25 Broadway New York, NY 10004 Attention: Karen Bailey Re: Annual Statement as to Compliance Mortgage Pass Through Certificates, Series 1997-C1 In accordance with Section 3.13 of the Pooling and Servicing Agreement (the "Agreement") dated June 1, 1997, entered into in connection with the above-referenced Certificates, the undersigned officer of GE Capital Asset Management Corporation, now named GE Capital Loan Services, Inc. (the "Master Servicer") hereby certifies that (i) a review of the activities of the Master Servicer during the period of time commencing June 1, 1997 and continuing through December 31, 1997, and of its performance under the Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Agreement in all material respects throughout such period, and (iii) the Master Servicer has received notice regarding qualification, or challenge to the status, of the Trust Fund as a REMIC from the Internal Revenue Service or any other governmental agency or body . /S/Robert W. Bailey - --------------------------------------------------------------- Robert W. Bailey, Vice President and Treasurer, on behalf of GE Capital Loan Services, Inc., in its capacity as Master Servicer EX-99 4 AUDITORS' REPORT FOR CERTIFICATE SERIES 1997 C-1 EXHIBIT 99.2 Auditors' report for Certificate Series 1997 C-1 INDEPENDENT ACCOUNTANT'S REPORT To the Partners of CRIIMI MAE Services Limited Partnership: We have examined management 'e assertion about CRIIMI MAE Services Limited Partnership'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 that CRIIMI MAE Services Limited Partnership had in effect a fidelity bond and errors and omissions policy in the amount of $20 million as of and for the year ended December 31, 1997 included in the accompanying Management's Assertion. Management is responsible for CRIIMI MEB Services Limited Partnership's compliance with those minimum servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion 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 CRIIMI MAE Services Limited Partnership'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 CRIIMI MAE Services Limited Partnership's compliance with the minimum servicing standards. In our opinion, management's assertion that CRIIMI MAE Services Limited Partnership complied with the aforementioned minimum servicing standards and that CRIIMI MAE Services Limited Partnership had in effect a fidelity bond and errors and omissions policy in the amount of $20 million as of and for the year ended December 31, 1997 is fairly stated, in all material respects. Washington, D.C /S/Arther Andersen LLP. February 27, 1998 EX-99 5 MANAGEMENT ASSERTION FOR CERTIFICATE SERIES 1997 C-1 EXHIBIT 99.3 Management Assertion for Certificste Series C-1 MANAGEMENT ASSERTION As of and for the year ended December 31, 1997, CRIIMI MAE Services Limited Partnership has complied 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, CRIIMI MAE Services Limited Partnership had in effect a fidelity bond and errors and omissions policy in the amount of $20 million. /S/Vicki Speights Vicki Speights Vice President, Mortgage Servicing February' 27, 1998 /s/Brian Hanson Brian Hanson Group Vice President February 27, 1998 /s/Cynthia O. Azzara Cynthia O. Azzara Senior Vice President and Chief Financial Officer /s/Dawn K. Bowman Dawn E. Bowman Vice President/Controller February 27, 1998 EX-99 6 ANNUAL COMPLIANCE LETTER FOR CERTIFICATE SERIES 1997 C-2 EXHIBIT 99.4 Annual Compliance Letter for Certificate Series 1997 C-2 March 23,1998 State Street Bank and Trust Company, Criimi Mae Services Limited as Trustee Partnership, as Special Servicer Corporate Trust Department 11200 Rockville Pike Two International Plaza Rockville,Maryland 20852 Boston, MA 02110 Attention: Steven Hershorn,Legal Attention: Julie Kirby Dept. Merrill Lynch Mortage Investors,Inc Merrill Lynch Series C-2 Mortage Pass-Through Certificates, facsimile number 617 664-5367 Series 1997 C-2 Fitch IBCA, Inc., Moody's Investor Services,Inc., as Rating Agency as Agency Rating Agency One State Street Plaza 99 Church Street, 10th Floor 31th Floor New York,NY 10007 New York, NY 10004 Attention :Deborah Sief Attention: Tad Phillips Standard & Poor's Ratings Services, as Rating Agency Financial Institutions/Mortgages Group 25 Broadway New York, NY 10004 Attention: Karen Bailey Re: Annual Statement as to Compliance Mortgagee Pass-Through Certificates, Series 1997-C2 In accordance with Sections 3.13 of the Pooling and Servicing Agreement (the "Agreement") dated December 1, 1997, entered into in connection with the above-referenced Certificates, the undersigned officer of GE Capital Asset Management Corporation, now named GE Capital Loan Services, Inc. (the "Master Servicer.') hereby certifies that (i) a review of the activities of the Master Servicer during the period of time beginning December 1, 1997 and continuing through December 31, 1997 and of its performance under the Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Agreement in all material respects throughout such period, and (iii) the Master Servicer has received notice regarding qualification, or challenge to the status, of the Trust Fund as a REMIC from the Internal Revenue Service or any over governmental agency or body . /s/Robert W. Bailey Robert W. Bailey, Vice President and Treasurer, on behalf of GE Capital Loan Services, Inc., in its capacity as Master Servicer EX-99 7 AUDITORS' REPORT -CERTIFICATE SERIES 1997 C-2 EXHIBIT 99.5 Auditors' Report for Certificate Series 1997 C-2 INDEPENDENT ACCOUNTANT'S REPORT To the Partners of CRIIMI MAE Services Limited Partnership: We have examined management's assertion about CRIIMI MAE Services Limited Partnership'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 that CRIIMI MAE Services Limited Partnership had in effect a fidelity bond and errors and omissions policy in the amount of $20 million as of and for the year ended December 31, 1997 included in the accompanying Management's Assertion. Management is responsible for CRIIMI MAE Services Limited Partnership's compliance with those minimum servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion 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 CRIIMI MAE Services Limited Partnership'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 CRIIMI MAE Services Limited Partnership's compliance with the minimum servicing standards. In our opinion, management's assertion that CRIIMI MAE Services Limited Partnership complied with the aforementioned minimum servicing standards and that CRIIMI MAE Services Limited Partnership had in effect a fidelity bond and errors and omissions policy in the amount of $20 million as of and for the year ended December 31, 1997 is fairly stated, in all material respects. Washington, D.C. /s/Arthur Andersen LLP February 27, 1998 EX-99 8 MANAGMENT ASSERTION FOR CERTIFICATE SERIES 1997 C-2 EXHIBIT 99.6 Management Assertion for Certificate Series 1997 C-2 MANAGEMENT ASSERTION As of and for the year ended December 31, 1997, CRIIMI MAE Services Limited Partnership has complied 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, CRIIMI MAE Services Limited Partnership had in effect a fidelity bond and errors and omissions policy in the amount of $20 million. /s/Vicki Speights Vicki Speights Vice President, Mortgage Servicing February 27, 1998 /s/Brian Hanson Brian Hanson Group Vice President February 27, 1998 /s/Cynthia O. Azzara Cynthia O. Azzara Senior Vice President and Chief Financial Officer February 27, 1998 /s/Dawn E. Bowman Dawn E. Bowman Vice President/Controller February 27, 1998 -----END PRIVACY-ENHANCED MESSAGE-----