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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 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)
525 Washington Boulevard
Jersey City, NJ 07310
(Address of principal executive offices (Zip Code)
of servicer of registrant)
Telephone number of servicer of registrant, including area code: 201-876-6601
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, 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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Page
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PART I
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 2
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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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.
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 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.
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.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Omitted.
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 31, 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 either
Class of Certificates outstanding on that date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
-2-
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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:
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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
20.4 Annual Aggregate Certificateholders Statement
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(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 15, 1998
February 10, 1998
February 13, 1998
March 13, 1998
April 15, 1998
May 12, 1998
May 14, 1998
June 5, 1998
June 15, 1998
July 8, 1998
July 13, 1998
July 31, 1998
August 10, 1998
August 14, 1998
September 15, 1998
October 14, 1998
October 16, 1998
November 12, 1998
November 13, 1998
November 25, 1998
December 15, 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, 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 C. LEONARD O'CONNELL
------------------------------
Name: C. Leonard O'Connell
Title: Senior Vice President,
Treasurer, 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
20.4 Annual Aggregate Certificateholders Statement 9
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Exhibit 20.1
March 26, 1999
ANNUAL DISTRIBUTION SUMMARY
AFCO CREDIT CORPORATION
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
ANNUAL PERIOD ENDING
DECEMBER 31, 1998
ANNUAL HOLDERS' DISTRIBUTION SUMMARY
Pursuant to Section 5.2, Servicer does hereby declare to the Trustee the
following distributions for the calendar year 1998 as set forth below:
Interest Payments
A. Pursuant to subsection 4.11(g);
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1. Amount distributed to the Class A Holders $ 25,932,805.55
2. Amount distributed to the Class B Holders $ 1,526,684.04
3. Amount distributed to the Collateral Interest Holder $ 2,129,884.65
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Principal Payments
B. Pursuant to subsection 4.11(h)(i);
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1. Amount distributed to the Class A Holders $ 0
2. Amount distributed to the Class B Holders $ 0
3. Amount distributed to the Collateral Interest Holder $ 0
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AFCO CREDIT CORPORATION, as Servicer
By C. LEONARD O'CONNELL
------------------------------
Name: C. Leonard O'Connell
Title: Senior Vice President,
Treasurer and
Chief Financial Officer
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Exhibit 20.2
SERVICERS' CERTIFICATE
AFCO CREDIT CORPORATION
AFCO ACCEPTANCE CORPORATION
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
The undersigned, a duly authorized representative of AFCO
Credit Corporation and AFCO Acceptance Corporation (jointly "AFCO"), as
Servicer, pursuant to Section 3.5 of the Pooling and Servicing Agreement dated
as of December 1, 1996 (as amended, the "Agreement"), among Mellon Bank, N.A.,
as Transferor, AFCO Credit Corporation, as Servicer, AFCO Acceptance
Corporation, as Servicer, Premium Financing Specialists, Inc., as Back-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, 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, 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 26th day of March, 1999.
AFCO CREDIT CORPORATION, as Servicer
By C. LEONARD O'CONNELL
-------------------------------
Name: C. Leonard O'Connell
Title: Senior Vice President,
Treasurer and
Chief Financial Officer
AFCO ACCEPTANCE CORPORATION, as Servicer
By C. LEONARD O'CONNELL
-------------------------------
Name: C. Leonard O'Connell
Title: Senior Vice President,
Treasurer and
Chief Financial Officer
<PAGE> 1
Exhibit 20.3
[Letterhead of KPMG LLP]
Independent Accountants' Report
Mellon Bank Premium Finance Loan Master Trust
c/o The First National Bank of Chicago, as Trustee
AFCO Credit Corporation, as Servicer
AFCO Acceptance Corporation, as Servicer
We have examined the accompanying assertion made by management on AFCO Credit
Corporation's and AFCO Acceptance Corporation's (jointly "AFCO") compliance, as
Servicer, with Sections 4.2, 4.3, 4.5 and 8.8, of the Pooling and Servicing
Agreement for the Mellon Bank Premium Finance Loan Master Trust and Sections
4.7(a)(i) and 4.8 of the Supplement (Series 1996-1), both dated December 1, 1996
(as amended, collectively, the "Agreement") for the year ended December 31,
1998. Management is responsible for AFCO's compliance with the aforementioned
sections of the Agreement. Our responsibility is to express an opinion on
management's assertion about AFCO'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 AFCO'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 AFCO's compliance with the Agreement.
In our opinion, management's assertion that AFCO 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, Pennsylvania
March 26, 1999
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[Letterhead of AFCO Credit Corporation and AFCO Acceptance Corporation]
Management Report on AFCO Credit Corporation's and AFCO Acceptance Corporation's
Compliance, as Servicer, with the Servicing
Requirements of the Pooling and Servicing Agreement
Management of AFCO Credit Corporation and AFCO Acceptance Corporation (jointly,
"AFCO"), as Servicer, is responsible for compliance with the servicing
requirements in Sections 4.2, 4.3, 4.5, and 8.8 of the Pooling and Servicing
Agreement for the Mellon Bank Premium Finance Loan Master Trust and Sections
4.7(a)(i) and 4.8 of the Supplement (Series 1996-1), both dated as of December
1, 1996 (as amended, collectively, the "Agreement").
Management has performed an evaluation of AFCO'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, AFCO, as Servicer, was materially in compliance with the
aforementioned sections of the Agreement.
DARYL J. ZUPAN C. LEONARD O'CONNELL
- ------------------ -------------------------
Daryl J. Zupan C. Leonard O'Connell
President Senior Vice President,
Treasurer and
Chief Financial Officer
March 26, 1999
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Exhibit 20.4
March 26, 1999
ANNUAL AGGREGATE CERTIFICATEHOLDERS STATEMENT
MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST SERIES 1996-1
ANNUAL PERIOD ENDING
DECEMBER 31, 1998
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1. Investor Interest as of December 31, 1998
Class A $440,000,000.00
Class B $25,000,000.00
Collateral Interest Holder $35,000,000.00
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Total Investor Interest $500,000,000.00
2. 3- Month LIBOR as per reset dates:
March 10, 1998 5.68750%
June 9, 1998 5.68750%
September 9, 1998 5.50000%
December 9, 1998 5.22063%
3. Determination of Certificate Rates:
a) Class A: 3-Month LIBOR plus 11 basis points
b) Class B: 3-Month LIBOR plus 32 basis points
c) Class C: As per Loan Agreement
4. Servicing Fee Rate 0.50000%
5. Receivable Balances as of December 31, 1998
Aggregate Receivables $535,130,455.26
Finance Charge Receivables $14,527,140.51
Principal Receivables $520,603,314.75
6. Annual Servicers' Fee $2,500,000.00
7. Aggregate Investor Default Amount $2,119,342.76
8. Floating Investor Interest as of December 31, 1998 96.04242%
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9. Transferor Interest as of December 31, 1998 $35,603,314.75
10. 1998 Aggregate Collections
(a) Principal Receivables $1,349,552,538.85
(b) Finance Charge Receivables (inc. net recoveries, if any) $52,206,447.20
(c) Principal and Finance Charge Receivables $1,401,758,986.05
(d) Late Charges $8,469,799.87
(e) Total Collections $1,410,228,785.92
11. Delinquencies as of December 31, 1998
(a) 30 days delinquent $4,741,124.98
(b) 60 days delinquent $1,789,096.46
(c) 90 days delinquent $1,281,500.92
(d) 120 + days delinquent $3,436,633.43
(e) Total 30 + days delinquent $11,248,355.79
12. 1998 Aggregate Default Amount $2,206,673.73
13. AFCO is Servicer? Yes
14. 1998 Aggregate Allocation and Application of Collections:
(a) Class A Available Funds $51,281,941.46
(b) Class A Optimal Interest $25,661,191.47
(c) Class A Monthly Interest $25,661,191.47
(d) Class A Deficiency Amount --
(e) Class A Additional Interest --
(f) Class A Servicing Fee $2,200,000.00
(g) Unpaid Class A Servicing from prior periods $0.00
(h) Class A Investor Default Amount $1,865,021.63
(i) Class A contribution to Excess Spread $21,555,728.36
(j) Class B Available Funds $2,913,746.67
(k) Class B Optimal Interest $1,511,251.42
(l) Class B Monthly Interest $1,511,251.42
(m) Class B Deficiency Amount $0.00
(n) Class B Additional Interest $0.00
(o) Class B Servicing Fee $125,000.00
(p) Unpaid Class B Servicing from prior periods $0.00
(q) Class B contribution to Excess Spread $1,277,495.25
(r) Collateral Available Funds $4,079,245.34
(s) Collateral Servicing Fee (if NOT AFCO) --
(t) Collateral Interest contribution to Excess Spread $4,079,245.34
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(u) Total Excess Spread $26,912,468.96
(v) Class A Required Amount $0.00
(w) Unreimbursed Class A Investor Charge-Offs $0.00
(x) Class B Required Amount $105,967.14
(includes Class B Investor Default Amount)
(y) Unreimbursed Class B Investor Charge-Offs $0.00
(z) Collateral Monthly Interest $2,129,435.56
(aa) Coll. Int. Svcg Fee (if AFCO) $175,000.00
(ab) Collateral Interest Default Amount $148,353.99
(ac) Unreimbursed Collateral Interest Charge-Offs $0.00
(ad) Reserve Account Funding Date - month 48
(ae) Reserve Fund Cap 0.50%
(af) Required Reserve Account Amount $0.00
(ag) Reserve Account Balance $0.00
(ah) Payable under the Loan Agreement $0.00
(ai) Class A Shortfall Amount $0.00
(aj) Class B Shortfall Amount $0.00
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AFCO CREDIT CORPORATION, as Servicer
By C. LEONARD O'CONNELL
------------------------------
Name: C. Leonard O'Connell
Title: Senior Vice President,
Treasurer and
Chief Financial Officer
