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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 January 26, 1998
Mellon Residential Funding Corporation
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(Exact name of registrant as specified in its charter)
Delaware 333-24453 23-2889067
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) ID Number)
One Mellon Bank Center, Room 410, Pittsburgh, Pennsylvania 15258
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (412) 236-6559
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
Filing of Computational Materials.*
Pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
Mellon Residential Funding Corporation (the "Depositor") is filing a Prospectus
and Prospectus Supplement with the Securities and Exchange Commission relating
to its Mortgage Pass-Through Certificates, Series 1998-1.
In connection with the offering of the Mortgage Pass-Through Certificates,
Series 1998-1, Morgan Stanley & Co. Incorporated prepared certain materials (the
"Computational Materials") which were distributed by Morgan Stanley & Co.
Incorporated and Mellon Financial Markets, Inc. (the "Underwriters") to their
potential investors. Although the Depositor provided the Underwriters with
certain information regarding the characteristics of the Mortgage Loans in the
related portfolio, it did not participate in the preparation of the
Computational Materials. The Computational Materials, which are listed as
Exhibit 99.1 hereto, are being filed on Form SE on January 26, 1998.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Prospectus dated October 16, 1997, and
Prospectus Supplement dated January 21, 1998, of Mellon Residential Funding
Corporation, relating to its Mortgage Pass-Through Certificates, Series 1998-1.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Stroock & Stroock & Lavan LLP with respect to certain tax
matters.
23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 8.1).
99.1 Computational Materials filed on Form SE on January 26, 1998.
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SIGNATURES
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 RESIDENTIAL FUNDING CORPORATION
By: /s/ Stephen Cobain
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Name: Stephen Cobain
Title: President
Dated: January 23, 1998
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EXHIBIT INDEX
Exhibit Page
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8.1 Opinion of Stroock & Stroock & Lavan LLP with respect to
certain tax matters.
23.1 Consent of Stroock & Stroock & Lavan LLP (included in
Exhibit 8.1).
99.1 Computational Materials filed on Form SE on January 26,
1998.
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Exhibit 8.1
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
January 21, 1998
Mellon Residential Funding Corporation
One Mellon Bank Center
500 Grant Street
Pittsburgh, Pennsylvania 15258
RE: Mellon Residential Funding Corporation
Registration Statement on Form S-3
(File No. 333-24453)
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Ladies and Gentlemen:
We have acted as special counsel for Mellon Residential Funding Corporation, a
Delaware Corporation ("the Company") in connection with the issuance of
approximately $526,444,100 aggregate principal amount of Mellon Residential
Funding Corporation Mortgage Pass-Through Certificates, Series 1998-1 (the
"Certificates"). A Registration Statement on Form S-3 relating to the
Certificates (No. 333-24453) (the "Registration Statement") has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). As set forth in the Prospectus dated October 16,
1997 and the Prospectus Supplement dated January 21, 1998, the Certificates will
be issued pursuant to the provisions of a Pooling and Servicing Agreement dated
as of January 1, 1998 (the "Pooling and Servicing Agreement") among the Company,
as Depositor, Mellon Mortgage Company, as Seller and Master Servicer, and
Bankers Trust Company of California, N.A., as Trustee.
We have examined a form of the Pooling and Servicing Agreement, a form of the
Certificates, and a form of the Prospectus and Prospectus Supplement referred to
above. We also have examined such other documents, papers, statutes and
authorities as we have deemed necessary to form the basis for the opinions
hereinafter expressed. In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us.
On the basis of the foregoing, we are of the opinion that the information in the
Prospectus Supplement under the caption "Federal Income Tax Considerations," and
in the Prospectus under the caption "Federal Income Tax Considerations," to the
extent that it constitutes matters of law or legal conclusions, is correct in
all material respects.
This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury regulations promulgated thereunder, and judicial
and administrative interpretations thereof.
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Securities and Exchange Commission
January 21, 1998
Page 2
Except as provided below, this opinion is solely for the benefit of the
addressee hereof and may not be relied upon in any manner by any other person or
entity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus Supplement,
and to the filing of this opinion as an exhibit to an application made by or on
behalf of the Company or any dealer in connection with the registration of the
Certificates under the securities or blue sky laws of any state or jurisdiction.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
