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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.
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TABLE OF CONTENTS
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PART I Page
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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
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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.
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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.
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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.
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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
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EXHIBIT INDEX
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Exhibit Page
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28.1 Annual Certificateholders Report 8
28.2 Annual Servicer's Certificate 9
28.3 Report of Independent Certified Public Accountants 10
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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
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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
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Clause (xi) -- Not Applicable (applies only during the amortization period)
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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
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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
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[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
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Martin G. McGuinn Philip K. Hamm
Vice Chairman Senior Vice President
Retail Financial Services Group Head - Consumer Lending
VICTOR A. BERTOTY PATRICK RYAN
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Victor A. Bertoty Patrick Ryan
First Vice President Vice President-Loan Servicing
Retail Bank Division
Retail Bank
