<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
April 30, 1999
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
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(Exact name of registrant as specified in charter)
New York 333-11961 25-0659306
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
One Mellon Bank Center, Pittsburgh, Pennsylvania 15258-0001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 234-5000
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Not Applicable
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(Former name or former address, if changed since last report.)
<PAGE> 2
Item 5. Other Events
The tables attached hereto as Exhibit 19.1 (the "Updated Tables")
update the tables contained on pages 37 through 41 (the "Original Tables") of
the Mellon Bank Premium Finance Loan Master Trust Prospectus, dated December 12,
1996 (the "Prospectus"), which forms a part of the Registration Statement on
Form S-3, No. 333-11961. The "Geographic Concentration" table appearing on pages
38 and 39 of the Prospectus has been updated to reflect the fact that additional
states became Permitted States and that address changes for insureds have
occurred. The table under the caption "Loan Loss Experience" has been updated to
set forth loss experience for the Identified Portfolio for the four month
periods ended April 30, 1999 and 1998, respectively, and the years ended
December 31, 1998 and 1997, respectively. The table under the caption "Loan
Delinquency Experience Following Cancellation" has been updated to add a new
table to show delinquency experience for the Identified Portfolio for the four
month periods ended April 30, 1999 and 1998, respectively, and the years ended
December 31, 1998 and 1997, respectively. The table under the caption
"Originators' Portfolio Yield" has been updated to add a new table to show
portfolio yield information for the Identified Portfolio for the four month
periods ended April 30, 1999 and 1998, respectively, and the years ended
December 31, 1998 and 1997, respectively. Capitalized but undefined terms used
herein have the meanings set forth in the Prospectus.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Annualized Portfolio Yield for the four month period ended April
30, 1999 was 9.89% as compared to 11.60% for the four month period ended April
30, 1998, and was 11.30% and 11.29% for the years ended December 31, 1998 and
1997, respectively. There are two primary reasons for the decrease between the
comparative four month periods. First, the cost of the Servicer's funds has
declined over the past twelve months, and the Servicer has passed its lower
costs on to its customers. Second, the Servicer's increased marketing focus on
larger loans, together with increased competition from insurance companies in
extending financing terms for small and medium loans, have resulted in a greater
concentration of larger loans, generally at comparatively lower rates, in the
portfolio.
Net charge offs, as an annualized percentage of the average outstanding
principal balance of loans in the Identified Portfolio, increased to 0.41% for
the year ended December 31, 1998 from 0.16% for the year ended December 31,
1997. This increase resulted from two factors.
First, the Servicer's policy is generally to charge off loans if
uncollected 270 days after cancellation of the related insurance policy. As a
result, in any period the annualized percentage of charge-offs is affected by
the delinquency profile of loans in the pool at the beginning of the period. A
beginning of period pool characterized by delinquencies which are relatively low
in number and/or of relatively short duration will tend to have, all other
things being equal, a relatively lower annualized percentage of charge-offs in
the period. The Identified Portfolio was initially constituted in December, 1996
with a bulk transfer of loans to the Trust. One of the requirements for the
loans to be transferred was that the loans could not at the time of transfer
have been delinquent for more than thirty days. Consequently, the Identified
Portfolio at the beginning of the year ended December 31, 1997 (approximately
two weeks after the initial transfer of loans to the Trust), contained a
relatively low proportion of loans delinquent for more than thirty days. By
comparison, the delinquency profile of the loans in the Identified Portfolio at
the beginning of the year ended December 31, 1998 was not so affected by a bulk
transfer of non-delinquent loans shortly prior to the beginning of the period.
As a consequence, the annualized net charge-off percentage for the latter period
increased.
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<PAGE> 3
The increase in the annualized net charge-off percentage also resulted
from lower originations of new loans which, when compared to charge-offs
resulting in part from higher originations in the prior period, yielded a higher
charge-off percentage; economic pressures affecting the insurance industry,
which have resulted in insurance companies being more assertive in resisting
making unearned premium refunds; the utilization of new insurance agents and
increased extended payment terms, which have resulted in increased risk of
nonpayment; and higher levels of borrower bankruptcies, which have contributed
to increased charge-offs.
In the accompanying table "Originators' Portfolio Yield/Identified
Portfolio", the Average Month Outstanding Principal Balance Receivables for the
four month periods ended April 30, 1999 and 1998, respectively, and the year
ended December 31, 1998 do not include amounts held on deposit during such
periods in the Excess Funding Account, and the Interest and Fee Income does not
include earnings on amounts so held on deposit. Funds were deposited in the
Excess Funding Account in January, March, April, May, June, September and
December 1998 and in January, February, March and April 1999 for the purpose of
maintaining the required Minimum Transferor Interest under the Pooling and
Servicing Agreement. If the amounts so held on deposit and the earnings on such
amounts had been included in the table, the Average Revenue Yield for (1) the
four month period ended April 30, 1999 would have been 9.68% as compared to
9.89%, (2) the four month period ended April 30, 1998 would have been 11.48% as
compared to 11.60% and (3) the year ended December 31, 1998 would have been
11.20% as compared to 11.30% set forth in the accompanying "Originators'
Portfolio Yield/Identified Portfolio" table.
The Average Month Outstanding Principal Balance Receivables for the
four month period ended April 30, 1999 was $519,811,000 as compared to
$533,478,000 for the four month period ended April 30, 1998, and $536,913,000
and $562,229,000 for the years ended December 31, 1998 and 1997, respectively.
The decrease has resulted primarily from a reduction in the overall market for
premium finance loans as insurance companies have begun to extend financing
terms to insureds. At April 30, 1999, the outstanding principal balance of
Receivables was $515,364,049.37. At such date, the aggregate of $25,000,000.00
was held in the Excess Funding Account.
As of June 30, 1998, the Pooling and Servicing Agreement was amended so
as to permit the transfer to the Trust of Receivables represented by Premium
Finance Agreements financing insurance policies which included policies written
by Lloyds of London, subject to other limitations contained in the Pooling and
Servicing Agreement. The amendment also confirms the prohibition of the transfer
to the Trust of Receivables relating to any insurance carrier known to any of
the Originators or the Transferor to be subject of any insolvency, receivership
or other similar proceedings. The additional Receivables permitted by this
amendment began to be transferred to the Trust on July 1, 1998.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
Exhibit No.
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19.1 Updated Tables
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<PAGE> 5
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
---------------------------------------------
(Registrant)
By: AFCO Credit Corporation, on behalf of
Mellon Bank Premium Finance Loan
Master Trust
By: /s/ C. LEONARD O'CONNELL
-------------------------------------
Name: C. Leonard O'Connell
Title: Senior Vice President, Treasurer
and Chief Financial Officer
Date: June 8, 1999
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<PAGE> 6
EXHIBIT INDEX
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Exhibit Number Description
- -------------- -----------
19.1 Updated Tables
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<PAGE> 1
Exhibit 19.1
AFCO AGGREGATE RECEIVABLES BALANCE BY AMOUNT - IDENTIFIED PORTFOLIO
AS OF 4/30/99
<TABLE>
<CAPTION>
PERCENT OF
PERCENT OF AGGREGATE AGGREGATE
NUMBER OF RECEIVABLES RECEIVABLES
AGGREGATE RECEIVABLES BALANCE NUMBER OF ACCTS ACCTS BALANCE BALANCE
- ----------------------------- --------------- ----- ------- -------
<S> <C> <C> <C> <C>
1. 5,000 or less 24,644 67.07% $40,941,330.38 7.72%
2. 5,000 - 10,000 4,747 12.92% 33,712,017.71 6.36%
3. 10,000 - 25,000 4,053 11.03% 63,170,869.37 11.91%
4. 25,000 - 50,000 1,651 4.49% 57,264,779.77 10.80%
5. 50,000 - 75,000 555 1.51% 33,826,354.43 6.38%
6. 75,000 - 100,000 280 0.76% 24,137,532.74 4.55%
7. 100,000 - 250,000 524 1.43% 79,264,922.90 14.95%
8. 250,000 - 500,000 174 0.47% 61,703,275.25 11.64%
9. 500,000 - 1,000,000 73 0.20% 48,089,924.37 9.07%
10. 1,000,000 - 5,000,000 42 0.11% 76,946,385.17 14.51%
11. Over 5,000,000 2 0.01% 11,247,321.00 2.12%
Total: 36,745 $530,304,713.09 (1)
</TABLE>
(1) Includes $1,025,880.11 of loan commitments.
<PAGE> 2
AFCO COMPOSITION OF RECEIVABLES BY REMAINING INSTALLMENT TERM -
IDENTIFIED PORTFOLIO
AS OF 4/30/99
<TABLE>
<CAPTION>
PERCENT OF
PERCENT AGGREGATE AGGREGATE
OF NUMBER OF RECEIVABLES RECEIVABLES
REMAINING INSTALLMENT TERM NUMBER OF ACCTS ACCTS BALANCE BALANCE
- -------------------------- --------------- ----- ------- -------
<S> <C> <C> <C> <C>
03 Months or Less 14,500 39.46% $69,826,495.90 13.17%
04 to 06 Months 12,024 32.72% 151,342,772.37 28.54%
07 to 09 Months 9,722 26.46% 201,164,981.37 37.93%
10 to 12 Months 280 0.76% 47,930,775.69 9.04%
13 to 18 Months 108 0.29% 18,869,859.24 3.56%
More than 18 Months 111 0.30% 41,169,828.52 7.76%
Total: 36,745 $530,304,713.09 (1)
</TABLE>
(1) Includes $1,025,880.11 of loan commitments.
<PAGE> 3
AFCO GEOGRAPHIC CONCENTRATION - IDENTIFIED PORTFOLIO
AS OF 4/30/99
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE AGGREGATE
RECEIVABLES RECEIVABLES
STATES BALANCE BALANCE
------ ------- -------
<S> <C> <C>
CALIFORNIA $111,546,455.88 21.03%
TEXAS 67,853,406.34 12.80%
NEW YORK 42,356,320.89 7.99%
FLORIDA 33,719,674.91 6.36%
PENNSYLVANIA 33,115,231.51 6.24%
NEW JERSEY 27,473,500.29 5.18%
ILLINOIS 18,058,284.78 3.41%
MASSACHUSETTS 16,214,336.21 3.06%
WASHINGTON 14,616,131.16 2.76%
OHIO 13,039,432.92 2.46%
LOUISIANA 10,939,731.56 2.06%
INDIANA 10,842,661.21 2.04%
GEORGIA 10,762,879.30 2.03%
MICHIGAN 10,087,743.57 1.90%
TENNESSEE 8,178,339.55 1.54%
COLORADO 7,797,742.31 1.47%
MISSOURI 7,760,579.01 1.46%
NORTH CAROLINA 7,535,999.70 1.42%
CONNECTICUT 6,521,142.12 1.23%
OREGON 5,587,658.17 1.05%
ALASKA 5,431,012.67 1.02%
OKLAHOMA 5,128,780.54 0.97%
ARIZONA 5,005,691.01 0.94%
MINNESOTA 4,810,826.40 0.91%
MISSISSIPPI 4,808,943.72 0.91%
MARYLAND 4,773,185.94 0.90%
WEST VIRGINIA 4,103,523.67 0.77%
VIRGINIA 4,066,742.70 0.77%
KENTUCKY 3,735,831.11 0.70%
ALABAMA 3,367,279.36 0.63%
ARKANSAS 3,297,403.02 0.62%
NEVADA 3,182,152.75 0.60%
SOUTH CAROLINA 2,870,827.58 0.54%
WISCONSIN 2,678,830.59 0.51%
HAWAII 1,678,446.14 0.32%
IDAHO 1,362,708.01 0.26%
MAINE 1,103,286.11 0.21%
NEW HAMPSHIRE 1,045,845.69 0.20%
UTAH 889,523.21 0.17%
IOWA 647,961.05 0.12%
RHODE ISLAND 597,202.26 0.11%
WYOMING 583,969.50 0.11%
MONTANA 487,130.20 0.09%
NEBRASKA 436,190.90 0.08%
SOUTH DAKOTA 119,459.66 0.02%
VIRGIN ISLANDS 57,134.90 0.01%
DISTRICT OF COLUMBIA 22,580.08 0.00%
KANSAS 2,786.16 0.00%
BRITISH COLUMBIA 2,206.77 0.00%
Total: $530,304,713.09 (1)
</TABLE>
(1) Includes $1,025,880.11 of loan commitments.
<PAGE> 4
LOAN LOSS EXPERIENCE (1)
IDENTIFIED PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOUR MONTHS TWELVE MONTHS
ENDED APRIL 30, ENDED DECEMBER 31,
1999 1998 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Average Month Principal Balance (2) $519,811 $533,478 $536,913 $562,229
Gross Charge Offs 1,014 872 3,010 1,002
Recoveries 297 164 804 102
Net Charge Offs 717 708 2,206 900
Net Charge Offs as a Percentage of Average
Aggregate Outstanding Principal Balance 0.41% (3) 0.40% (3) 0.41% 0.16%
</TABLE>
(1) A loan is generally written off to the extent it is uncollected 270 days
after the effective date of cancellation of the related insurance policy.
(2) Based on the average beginning of the month balances.
(3) Calculated on an annualized basis.
<PAGE> 5
LOAN DELINQUENCY EXPERIENCE FOLLOWING CANCELLATION
IDENTIFIED PORTFOLIO
<TABLE>
<CAPTION>
AT APRIL 30, AT DECEMBER 31,
1999 1998 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Number of days a loan remains overdue
after cancellation of the related insurance
policy
31-89 days 0.89% 1.28% 1.25% 1.17%
90-270 days 0.79% 1.01% 0.91% 0.93%
Over 270 days (1) 0.00% 0.00% 0.00% 0.00%
----- ----- ----- -----
Total 1.68% 2.29% 2.16% 2.10%
===== ==== ===== =====
</TABLE>
(1) A loan is generally written off to the extent it is uncollected 270 days
after the effective date of cancellation of the related insurance policy.
<PAGE> 6
ORIGINATORS' PORTFOLIO YIELD
IDENTIFIED PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOUR MONTHS TWELVE MONTHS
ENDED APRIL 30, ENDED DECEMBER 31,
1999 1998 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Average Month Principal Balance (1) $519,811 $533,478 $536,913 $562,229
Interest & Fee Income 17,141 20,631 60,676 63,462
Average Revenue Yield on Outstanding 9.89% (2) 11.60% (2) 11.30% 11.29%
Principal Balance Receivables
</TABLE>
(1) Based on the average beginning of the month balances.
(2) Calculated on an annualized basis.
