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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, 1998
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, 1999, 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, 1999, 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 1
Item 6. Selected Financial Data 1
Item 7. Management's Discussion and Analysis of Financial Condition 1
and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 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 2
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.
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.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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, 1998,
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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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
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20.1 Annual Certificateholders Report
20.2 Annual Servicer's Certificate
20.3 Report of Independent Certified Public Accountants
(b) Reports on Form 8-K:
On each of the following dates, the Trust filed a Form 8-K
with the Commission reporting information under Items 5 and 7:
January 14, 1998
February 13, 1998
March 12, 1998
April 15, 1998
May 13, 1998
June 12, 1998
July 14, 1998
August 13, 1998
September 11, 1998
October 13, 1998
November 12, 1998
December 14, 1998
(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: Senior Vice Chairman and
Chief Financial Officer
Date: March 26, 1999
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EXHIBIT INDEX
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Exhibit Page
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20.1 Annual Certificateholders Report 6
20.2 Annual Servicer's Certificate 7
20.3 Report of Independent Certified Public Accountants 8
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Exhibit 20.1
March 26, 1999
ANNUAL REPORT
MELLON BANK, N.A.
MELLON BANK HOME EQUITY LOAN TRUST 1996-1
ANNUAL PERIOD ENDING
DECEMBER 31, 1998
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Reimbursement of Previous Liquidation Loss Amounts for 1998 per Clause (viii) of
Section 5.03:
$ -0-
During the Revolving Period (1/98 and 2/98), Net Principal Allocation for 1998
per Clause (x) of Section 5.03:
(a) Distributed to Seller $ 17,898,948.00
(b) Reinvested in Additional Mortgage Loans $ 38,010,702.00
(c) Deposited in Excess Funding Accounts $ -0-
During the Amortization Period (3/98 through 12/98), the Certificate Principal
Collections per clause (xi) of Section 5.03:
$ 302,740,665.00
During the Amortization Period (3/98 through 12/98), the portion of Principal
Collections distributed to the Seller:
$ 7,985,667.00
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MELLON BANK, N.A., as Servicer
By PATRICK RYAN
--------------------------
Name: Patrick Ryan
Title: Vice President
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Exhibit 20.2
OFFICER'S CERTIFICATE
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 Section 3.09 of 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, N.A. 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, 1998, 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 26th day of March, 1999.
MELLON BANK, N.A., as Servicer
By PATRICK RYAN
-------------------------------
Name: Patrick Ryan
Title: Vice President
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Exhibit 20.3
[Letterhead of KPMG 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, Section 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 year ended December 31, 1998. 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 upon 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 year ended
December 31, 1998 is fairly stated, in all material respects.
KPMG LLP
--------------------------
Pittsburgh, PA
March 26, 1999
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[Letterhead Of Mellon Bank, N.A.]
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
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 year ended December 31,
1998. Based upon this evaluation, management believes that, for the year ended
December 31, 1998, Mellon Bank, N.A., as Servicer, was materially in compliance
with the aforementioned sections of the Agreement.
PATRICK RYAN
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Patrick Ryan
Vice President - Loan Servicing Divis
Retail Bank
VICTOR A. BERTOTY
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Victor A. Bertoty
First Vice President
Retail Bank
PHILIP K. HAMM
- ------------------------------
Philip K. Hamm
Senior Vice President
Group Head - Consumer Lending
March 26, 1999
