<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MELLON BANK, N.A. on behalf of
MELLON BANK HOME EQUITY LOAN TRUST 1996-1
(Issuer in respect of The Revolving Home Equity Loan Asset Backed
Certificates Series 1996-1, Class A Certificates, Class B-1
Certificates and Class B-2 Certificates)
(Exact name of registrant as specified in its charter)
United States 25-0659306
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
One Mellon Bank Center
Pittsburgh, PA 15258-0001
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered:
Not Applicable Not Applicable
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of debt
debt securities and is effective securities and is to become effective
upon filing pursuant to General simultaneously with the effectiveness
Instruction A.(c)(1), please of a concurrent registration statement
check the following box. under the Securities Act of 1933
[ ] pursuant to General Instruction
A.(c)(2), please check the following
box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
The Revolving Home Equity Loan Asset Backed Certificates Series 1996-1,
Class A Certificates;
The Revolving Home Equity Loan Asset Backed Certificates Series
1996-1, Class B-1 Certificates;
and
The Revolving Home Equity Loan Asset Backed Certificates Series
1996-1, Class B-2 Certificates
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to The Revolving Home Equity Loan
Asset Backed Certificates Series 1996-1, Class A Certificates, Class
B-1 Certificates and Class B-2 Certificates (together the
"Certificates"). A description of such Certificates, including
provisions concerning distributions with respect thereto and other
matters, is contained under the caption "Description of the
Certificates" in the Prospectus dated March 29, 1996, included in the
Registrant's Registration Statement on Form S-3 (File No. 333-1478).
Such description is hereby incorporated by reference.
Item 2. Exhibits
1. Specimen Class A Certificate (Filed herewith)
2. Specimen Class B-1 Certificate (Filed herewith)
3. Specimen Class B-2 Certificate (Filed herewith)
4. Pooling and Servicing Agreement between Mellon Bank, N.A., as Seller
and Servicer, and The Bank of New York, as Trustee, dated as of March
1, 1996 (Exhibit 4.1 to Registrant's Current Report on Form 8-K dated
March 29, 1996, incorporated herein by reference)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement 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
Date: June 3, 1996 Name: Steven G. Elliott
Title: Vice Chairman and
Chief Financial Officer
<PAGE> 3
INDEX TO EXHIBITS
Exhibit No. Description Method of Filing
1 Specimen Class A Certificate Filed herewith
2 Specimen Class B-1 Certificate Filed herewith
3 Specimen Class B-2 Certificate Filed herewith
4 Pooling and Servicing Agreement between Incorporated by reference
Mellon Bank, N.A., as Seller and
Servicer, and The Bank of New York as
Trustee, dated as of March 1, 1996
<PAGE> 1
EX-1
SPECIMEN
CLASS A CERTIFICATE
-------------------
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO MELLON BANK,
N.A. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO. $
CUSIP No. 58550YAA5
MELLON BANK HOME EQUITY LOAN TRUST 1996-1
REVOLVING HOME EQUITY LOAN
ASSET BACKED CERTIFICATES, SERIES 1996-1
CLASS A CERTIFICATE
Evidencing an undivided interest in a trust, the corpus of which consists of a
portfolio of Mortgage Loans originated or acquired by Mellon Bank, N.A. and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Mellon Bank, N.A.
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class A Holder") is the registered
owner of an undivided interest in a trust (the "Trust") formed pursuant to a
pooling and servicing agreement (the "Pooling and Servicing Agreement") dated
as of March 1, 1996 among Mellon Bank, N.A., as Seller and Servicer and the
Bank of New York, as Trustee (the "Trustee"). The property of the Trust
consists of a pool of adjustable rate home equity revolving credit line loans
(the "Mortgage Loans") secured by mortgages on residential properties and
certain other properties as more specifically described in the Pooling and
Servicing Agreement. The Trust property will include the unpaid principal
balance of each Mortgage Loan at the close of business on February 29, 1996
(plus any additions thereto as a result of new advances made during the life of
the Trust) and the collections in respect of the Mortgage Loans received after
February 29, 1996. The Certificates are issued in three classes, the Class A
Certificates (of which this certificate is one), the Class B-1 Certificates and
the Class B-2 Certificates. The Class B-1
<PAGE> 2
SPECIMEN
Certificates and the Class B-2 Certificates are subordinated to the Class A
Certificates in certain rights of payment (as described herein and in the
Pooling and Servicing Agreement).
It is the intention of the Seller and the Certificateholders that the
Certificates will be treated as indebtedness of the Seller for federal, state
and local income and franchise tax purposes and for purposes of any other tax
imposed on or measured by income. The Seller, the Trustee and each
Certificateholder (or Certificate Owner) by acceptance of its Certificate (or,
in the case of a Certificate Owner, by virtue of such Certificate Owner's
acquisition of a beneficial interest therein) agrees to treat the Certificates
(or beneficial interest therein), for purposes of federal, state and local
income or franchise taxes and any other tax imposed on or measured by income,
as indebtedness secured by the Mortgage Loans and to report the transactions
contemplated by this Agreement on all applicable tax returns in a manner
consistent with such treatment. Each Certificateholder agrees that it will
cause any Certificate Owner acquiring an interest in a Certificate through it
to comply with this Agreement as to treatment of the Certificates as
indebtedness for federal, state and local income and franchise tax purposes and
for purposes of any other tax imposed on or measured by income. Furthermore,
the Trustee shall treat the Trust as a security device only, and shall not file
tax returns or obtain an employer identification number on behalf of the Trust.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned to them in the Pooling and Servicing Agreement.
This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.
This Class A Certificate represents an interest only in Mellon Bank Home
Equity Loan Trust 1996-1. This Class A Certificate does not represent an
obligation of, or an interest in, Seller or Servicer, and neither the
Certificates nor the Mortgage Loans are insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency. This
Certificate is limited in right of payment to certain collections respecting
the Mortgage Loans all as more specifically set forth hereinabove and in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by or on
behalf of Trustee, by manual signature, this Class A Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement, or be valid
for any purpose.
-2-
<PAGE> 3
SPECIMEN
IN WITNESS WHEREOF, Mellon Bank, N.A. has caused this Class A
Certificate to be duly executed under its official seal.
By: DONALD J. MacLEOD
-----------------------
Authorized Officer
[Seal]
Attested to:
By: CARL KRASIK
------------------------
Assistant Secretary
Date: March 29, 1996
<PAGE> 4
SPECIMEN
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class A Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Trustee
By: PETER A. DiMICELI
-------------------------
Authorized Signatory
PETER A. DiMICELI
Assistant Treasurer
<PAGE> 1
EX-2
SPECIMEN
CLASS B-1 CERTIFICATE
---------------------
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO MELLON
BANK, N.A. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. $
CUSIP No. 58550YAB3
MELLON BANK HOME EQUITY LOAN TRUST 1996-1
REVOLVING HOME EQUITY LOAN
ASSET BACKED CERTIFICATES, SERIES 1996-1
CLASS B-1 CERTIFICATE
Evidencing an undivided interest in a trust, the corpus of which consists of a
portfolio of Mortgage Loans originated or acquired by Mellon Bank, N.A. and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Mellon Bank, N.A.
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B-1 Holder") is the
registered owner of an undivided interest in a trust (the "Trust") formed
pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement") dated as of March 1, 1996 among Mellon Bank, N.A., as Seller and
Servicer and the Bank of New York, as Trustee (the "Trustee"). The property of
the Trust consists of a pool of adjustable rate home equity revolving credit
line loans (the "Mortgage Loans") secured by mortgages on residential
properties and certain other properties as more specifically described in the
Pooling and Servicing Agreement. The Trust property will include the unpaid
principal balance of each Mortgage Loan at the close of business on February
29, 1996 (plus any additions thereto as a result of new advances made during
the life of the Trust) and the collections in respect of the Mortgage Loans
received after February 29, 1996. The Certificates are issued in three classes,
the Class A Certificates, the Class B-1 Certificates (of which this certificate
is one) and the Class B-2 Certificates. The Class B-1 Certificates are
subordinated to the Class A Certificates in certain rights of payment (as
<PAGE> 2
SPECIMEN
described herein and in the Pooling and Servicing Agreement). The Class B-2
Certificates are subordinated to the Class A Certificates and the Class B-1
Certificates in certain rights of payment (as described herein and in the
Pooling and Servicing Agreement).
It is the intention of the Seller and the Certificateholders that
the Certificates will be treated as indebtedness of the Seller for federal,
state and local income and franchise tax purposes and for purposes of any other
tax imposed on or measured by income. The Seller, the Trustee and each
Certificateholder (or Certificate Owner) by acceptance of its Certificate (or,
in the case of a Certificate Owner, by virtue of such Certificate Owner's
acquisition of a beneficial interest therein) agrees to treat the Certificates
(or beneficial interest therein), for purposes of federal, state and local
income or franchise taxes and any other tax imposed on or measured by income,
as indebtedness secured by the Mortgage Loans and to report the transactions
contemplated by this Agreement on all applicable tax returns in a manner
consistent with such treatment. Each Certificateholder agrees that it will
cause any Certificate Owner acquiring an interest in a Certificate through it
to comply with this Agreement as to treatment of the Certificates as
indebtedness for federal, state and local income and franchise tax purposes and
for purposes of any other tax imposed on or measured by income. Furthermore,
the Trustee shall treat the Trust as a security device only, and shall not file
tax returns or obtain an employer identification number on behalf of the Trust.
To the extent not defined herein, capitalized terms used herein have
the respective meanings assigned to them in the Pooling and Servicing Agreement.
This Class B-1 Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class B-1
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B-1 Certificateholder is bound.
This Class B-1 Certificate represents an interest only in Mellon
Bank Home Equity Loan Trust 1996-1. This Class B-1 Certificate does not
represent an obligation of, or an interest in, Seller or Servicer, and neither
the Certificates nor the Mortgage Loans are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Certificate is limited in right of payment to certain collections respecting
the Mortgage Loans all as more specifically set forth hereinabove and in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed by
or on behalf of Trustee, by manual signature, this Class B-1 Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement, or be
valid for any purpose.
-2-
<PAGE> 3
SPECIMEN
IN WITNESS WHEREOF, Mellon Bank, N.A has caused this Class
B-1 Certificate to be duly executed under its official seal.
By: DONALD J. MacLEOD
-----------------------
Authorized Officer
[Seal]
Attested to:
By: CARL KRASIK
------------------------
Assistant Secretary
Date: March 29, 1996
<PAGE> 4
SPECIMEN
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class B-1 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Trustee
By: PETER A. DiMICELI
-------------------------
Authorized Signatory
PETER A. DiMICELI
Assistant Treasurer
<PAGE> 1
EX-3
SPECIMEN
CLASS B-2 CERTIFICATE
---------------------
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO MELLON BANK, N.A. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. $
CUSIP No. 58550YAC1
MELLON BANK HOME EQUITY LOAN TRUST 1996-1
REVOLVING HOME EQUITY LOAN
ASSET BACKED CERTIFICATES, SERIES 1996-1
CLASS B-2 CERTIFICATE
Evidencing an undivided interest in a trust, the corpus of which consists of a
portfolio of Mortgage Loans originated or acquired by Mellon Bank, N.A. and
other assets and interests constituting the Trust under the Pooling and
Servicing Agreement described below.
(Not an interest in or obligation of
Mellon Bank, N.A.
or any Affiliate thereof.)
This certifies that CEDE & CO. (the "Class B-2 Holder") is the
registered owner of an undivided interest in a trust (the "Trust") formed
pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement") dated as of March 1, 1996 among Mellon Bank, N.A., as Seller and
Servicer and the Bank of New York, as Trustee (the "Trustee"). The property of
the Trust consists of a pool of adjustable rate home equity revolving credit
line loans (the "Mortgage Loans") secured by mortgages on residential
properties and certain other properties as more specifically described in the
Pooling and Servicing Agreement. The Trust property will include the unpaid
principal balance of each Mortgage Loan at the close of business on February
29, 1996 (plus any additions thereto as a result of new advances made during
the life of the Trust) and the collections in respect of the Mortgage Loans
received after February 29, 1996. The Certificates are issued in three classes,
the Class A Certificates, the Class B-1 Certificates and the Class B-2
Certificates (of which this certificate is one). The Class
<PAGE> 2
SPECIMEN
B-2 Certificates are subordinated to the Class A Certificates and the Class B-1
Certificates in certain rights of payment (as described herein and in the
Pooling and Servicing Agreement).
It is the intention of the Seller and the Certificateholders that
the Certificates will be treated as indebtedness of the Seller for federal,
state and local income and franchise tax purposes and for purposes of any other
tax imposed on or measured by income. The Seller, the Trustee and each
Certificateholder (or Certificate Owner) by acceptance of its Certificate (or,
in the case of a Certificate Owner, by virtue of such Certificate Owner's
acquisition of a beneficial interest therein) agrees to treat the Certificates
(or beneficial interest therein), for purposes of federal, state and local
income or franchise taxes and any other tax imposed on or measured by income,
as indebtedness secured by the Mortgage Loans and to report the transactions
contemplated by this Agreement on all applicable tax returns in a manner
consistent with such treatment. Each Certificateholder agrees that it will
cause any Certificate Owner acquiring an interest in a Certificate through it to
comply with this Agreement as to treatment of the Certificates as indebtedness
for federal, state and local income and franchise tax purposes and for purposes
of any other tax imposed on or measured by income. Furthermore, the Trustee
shall treat the Trust as a security device only, and shall not file tax returns
or obtain an employer identification number on behalf of the Trust.
To the extent not defined herein, capitalized terms used herein
have the respective meanings assigned to them in the Pooling and Servicing
Agreement. This Class B-2 Certificate is issued under and is subject to the
terms, provisions and conditions of the Pooling and Servicing Agreement, to
which Pooling and Servicing Agreement, as amended from time to time, the Class
B-2 Certificateholder by virtue of the acceptance hereof assents and by which
the Class B-2 Certificateholder is bound.
This Class B-2 Certificate represents an interest only in Mellon
Bank Home: Equity Loan Trust 1996-1. This Class B-2 Certificate does not
represent an obligation of, or an interest in, Seller or Servicer, and neither
the Certificates nor the Mortgage Loans are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency. This
Certificate is limited in right of payment to certain collections respecting
the Mortgage Loans all as more specifically set forth hereinabove and in the
Pooling and Servicing Agreement.
Unless the certificate of authentication hereon has been executed
by or on behalf of Trustee, by manual signature, this Class B-2 Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement,
or be valid for any purpose.
-2-
<PAGE> 3
SPECIMEN
IN WITNESS WHEREOF, Mellon Bank, N.A. has caused this Class
B-2 Certificate to be duly executed under its official seal.
By: DONALD J. MacLEOD
-----------------------
Authorized Officer
[Seal]
Attested to:
By: CARL KRASIK
------------------------
Assistant Secretary
Date: March 29, 1996
<PAGE> 4
SPECIMEN
CERTIFICATE OF AUTHENTICATION
-----------------------------
This is one of the Class B-2 Certificates referred to in the
within-mentioned Pooling and Servicing Agreement.
THE BANK OF NEW YORK,
as Trustee
By: PETER A. DiMICELI
-------------------------
Authorized Signatory
PETER A. DiMICELI
Assistant Treasurer
