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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, 1999
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 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, 2000, 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, 2000, 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
and Results of Operations 1
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 $508,625,000 of Class A
Certificates, $60,125,000 of Class B-1 Certificates and $81,250,000 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, 1999, 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
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 13, 1999
February 16, 1999
March 15, 1999
April 14, 1999
May 13, 1999
June 11, 1999
July 14, 1999
August 12, 1999
September 13, 1999
October 13, 1999
November 10, 1999
December 14, 1999
(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 /s/ Steven G. Elliott
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Name: Steven G. Elliott
Title: Senior Vice Chairman and
Chief Financial Officer
Date: March 27, 2000
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EXHIBIT INDEX
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 1, 2000
ANNUAL REPORT
MELLON BANK, N.A.
MELLON BANK HOME EQUITY LOAN TRUST 1996-1
ANNUAL PERIOD ENDING
DECEMBER 31, 1999
Reimbursement of Previous Liquidation Loss Amounts for 1999 per Clause (viii) of
Section 5.03:
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$ -0-
Principal Collections for 1999 per clause (xi) of Section 5.03:
(a) Distributed to Seller $ 6,687,030.00
(b) Certificate Principal Collections $253,508,699.00
(c) Total Principal Collections $260,195,729.00
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MELLON BANK, N.A., as Servicer
By /s/ Patrick Ryan
-----------------------------
Name: Patrick Ryan
Title: First 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 First 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, 1999, 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 1st day of March, 2000.
MELLON BANK, N.A., as Servicer
By /s/ Patrick Ryan
------------------------------------------
Name: Patrick Ryan
Title: First Vice President
Loan Servicing & Collections Division
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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, 1999. 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, 1999 is fairly stated, in all material respects.
/s/ KPMG LLP
------------------------------
Pittsburgh, Pennsylvania
March 1, 2000
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[Letterhead Of Mellon Bank, N.A.]
March 1, 2000
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,
1999. Based upon this evaluation, management believes that, for the year ended
December 31, 1999, Mellon Bank, N.A., as Servicer, was materially in compliance
with the aforementioned sections of the Agreement.
/s/ Patrick Ryan
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Patrick Ryan
First Vice President
Loan Servicing & Collections Division
/s/ Victor A. Bertoty
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Victor A. Bertoty
First Vice President
Consumer Loan Center/Portfolio Mgmt. & Dev. Division
/s/ Philip K. Hamm
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Philip K. Hamm
Senior Vice President
Consumer Lending Group
/s/ Daniel J. Tuccillo
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Daniel J. Tuccillo
Senior Vice President
Consumer Financial Services
