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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 333-11961
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
(Exact name of registrant as specified in its charter)
NEW YORK 13-5647901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No. of
servicer of registrant)
10 Hanover Street
New York, NY 10004
(Address of principal executive offices (Zip Code)
of servicer of registrant)
Telephone number of servicer of registrant, including area code: 212-612-3500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
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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This Annual Report on Form 10-K is filed by AFCO Credit
Corporation ("AFCO Credit"), as Servicer of the Mellon Bank Premium Finance
Loan Master Trust (the "Trust"), on behalf of the Trust, pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended. This Annual Report on
Form 10-K is prepared in the manner proposed in the letter dated March 5, 1997,
submitted on behalf of the Trust to the Office of Chief Counsel, Division of
Corporation Finance and, accordingly, omits responses or responds in a modified
fashion to certain Items required by Form 10-K.
The Trust was formed pursuant to a Pooling and Servicing
Agreement dated as of December 1, 1996 among Mellon Bank, N.A. ("Mellon Bank"),
as transferor, AFCO Credit and AFCO Acceptance Corporation ("AFCO Acceptance"),
as servicer, Premium Financing Specialists, Inc. and Premium Financing
Specialists of California, Inc. as back-up servicer, and The First National
Bank of Chicago, as trustee. The Trust was formed for the purpose of acquiring
certain trust assets and issuing 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 premium finance
agreements originated by either AFCO Credit or AFCO Acceptance to finance the
payment of premiums and related sums on insurance policies. The receivables are
transferred by AFCO Credit or AFCO Acceptance to Mellon Bank, and by Mellon
Bank to the Trust.
On December 19, 1996, the Trust issued $440,000,000 of Class A
Floating Rate Asset Backed Certificates, Series 1996-1 and $25,000,000 of
Class B Floating Rate Asset Backed Certificates, Series 1996-1 (together, the
"Certificates").
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 either 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
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28.1 Annual Certificateholders Report -- not filed
because no distributions made during 1996
28.2 Annual Servicer's Certificate
(b) Reports on Form 8-K:
On December 19, 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, AFCO Credit Corporation, on behalf of the
Trust, has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
By: AFCO CREDIT CORPORATION
By: FREDERICK B. OLLETT, III
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Name: Frederick B. Ollett, III
Title: Vice President and
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 -- not filed because no distributions made in 1996
28.2 Annual Servicer's Certificate 8
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Exhibit 28.2
SERVICER'S CERTIFICATE
(Pursuant to Section 3.5
of the Pooling and Servicing Agreement referred to below)
AFCO CREDIT CORPORATION
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
The undersigned, a duly authorized representative of AFCO
Credit Corporation ("AFCO"), as Servicer, pursuant to the Pooling and Servicing
Agreement dated as of December 1, 1996 (as may be amended and supplemented from
time to time, the "Agreement"), among Mellon Bank, NA, as Transferor, AFCO
Credit Corporation, as Servicer, AFCO Acceptance Corporation, as Servicer,
Premium Financing Specialists, Inc., as Bank-up Servicer, Premium Financing
Specialists of California, Inc., as Back-up Servicer and The First National
Bank of Chicago, as Trustee, does hereby certify that:
1. AFCO 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 a Servicing Officer who is duly authorized
pursuant to the Agreement 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,
performed in all material respects its 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.
AFCO CREDIT CORPORATION,
Servicer
By FREDERICK B. OLLETT, III
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Name: Frederick B. Ollett, III
Title: Vice President & Chief
Financial Officer
