SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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: 333-24453
MELLON RESIDENTIAL FUNDING CORPORATION
(as depositor under the Pooling and Servicing Agreement, dated
as of January 1, 1998, which forms Mellon Residential Funding
Mortgage Pass-Through Certificates, Series 1998-1.
MELLON RESIDENTIAL FUNDING CORPORATION MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-1
(Exact name of Registrant as specified in its Charter)
DELAWARE 23-2889067
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
ONE MELLON BANK CENTER, ROOM 410
PITTSBURGH, PENNSYLVANIA 15258
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(412) 236-6559
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE.
Indicate by 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 the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the
Form 10-K or any amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1998: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31, 1998:
NOT APPLICABLE.
PART II
ITEM 8. Financial Statements and Supplementary Data.
Independent Accountant's Report of the Servicer.
Annual Statement of Compliance.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following is a list of documents filed as part of this report:
EXHIBITS
Independent Accountant's Report of the Servicer.
Annual Statement of Compliance.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
By: Bankers Trust Company of California, N.A.
not in its individual capacity but solely
as a duly authorized agent of the
Registrant pursuant to the Pooling and
Servicing Agreement, dated as of January 1,
1998.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: May 19, 1999
EXHIBIT INDEX
Exhibit Document
1.1 Independent Accountant's Report of the Servicer.
1.2 Annual Statement of Compliance.
KPMG
700 Louisiana Telephone 713 319 2000
Houston, TX 77002 Fax 713 319 2041
Independent Auditor's Report
The Board of Directors
Mellon Mortgage Company:
We have examined management's assertion about Mellon Mortgage Company's (the
Company) compliance with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's (MBA) Uniform Single Attestation
Program for Mortgage Bankers, as of and for the year ended December 31, 1998,
included in the accompanying Management Assertion (Residential Mortgage Loan
Servicing). Management is responsible for the Company's compliance with those
minimum servicing standards. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on 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 the Company's compliance with the
minimum servicing standards 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 the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that Mellon Mortgage Company has
complied in all material respects with the aforementioned minimum servicing
standards, except minimum servicing standard I.1. related to ensuring that all
custodial and clearing accounts are reconciled on a monthly basis and
reconciling items are cleared in a timely manner in the Denver Servicing
Center, as of and for the year ended December 31, 1998, is fairly stated, in
all material respects.
KPMG LLP
January 22, 1999
KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is
a member of KPMG International, a Swiss association.
OFFICER'S CERTIFICATE
MELLON MORTGAGE COMPANY
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-1
The undersigned, Michael J. Kula, Chief Operating Officer of Mellon Mortgage
Company, pursuant to Section 3.16 of the Pooling and Servicing Agreement, dated
as of January 1, 1998, by and among Mellon Residential Funding Corporation, as
Depositor (the "Depositor"), Mellon Mortgage Company, as Seller and Master
Servicer, and Bankers Trust Company of California, N.A. as Trustee (the
"Trustee") (the "Agreement"), does hereby certify as follows:
1. The undersigned is an officer of Mellon Mortgage Company who is duly
authorized to execute and deliver this Officer's Certificate to the Depositor
and Trustee pursuant to the Agreement.
2. A review of the activities of Mellon Mortgage Company during the year ended
December 31, 1998 with regard to its performance under the Agreement had been
conducted under the supervision of the undersigned.
3. To the best knowledge of the undersigned, Mellon Mortgage Company has
fulfilled its obligations under the Agreement throughout such year, and is not
in default in the performance, observance or fulfillment of or compliance with
any of the terms, provisions, convenants and conditions of the Agreement,
except for the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers' minimum servicing standard I.1
relating to ensuring that all custodial and clearing accounts are reconciled on
a monthly basis and that reconciling items are cleared in a timely manner in
the Denver Servicing Center.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate
this 28th day of April, 1999.
MELLON MORTGAGE COMPANY, as
Master Servicer
By /s/Michael J. Kula
Name: Michael J. Kula
Title: Chief Operating Officer
OFFICER'S CERTIFICATE
MELLON MORTGAGE COMPANY
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-2
The undersigned, Michael J. Kula, Chief Operating Officer of Mellon Mortgage
Company, pursuant to Section 3.16 of the Pooling and Servicing Agreement, dated
as of May 1, 1998, by and among Mellon Residential Funding Corporation, as
Depositor (the "Depositor"), Mellon Mortgage Company and Bear Stearns Mortgage
Capital Corporation, as Sellers, Mellon Mortgage Company and Norwest Bank
Minnesota, National Association, as Master Servicers, and Bankers Trust Company
of California, N.A. as Trustee (the "Trustee") (the "Agreement"), does hereby
certify as follows:
1. The undersigned is an officer of Mellon Mortgage Company who is duly
authorized to execute and deliver this Officer's Certificate to the Depositor
and Trustee pursuant to the Agreement.
2. A review of the activities of Mellon Mortgage Company during the year ended
December 31, 1998 with regard to its performance under the Agreement had been
conducted under the supervision of the undersigned.
3. To the best knowledge of the undersigned, Mellon Mortgage Company has
fulfilled its obligations under the Agreement throughout such year, and is not
in default in the performance, observance or fulfillment of or compliance with
any of the terms, provisions, convenants and conditions of the Agreement,
except for the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers' minimum servicing standard I.1
relating to ensuring that all custodial and clearing accounts are reconciled on
a monthly basis and that reconciling items are cleared in a timely manner in
the Denver Servicing Center.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate
this 28th day of April, 1999.
MELLON MORTGAGE COMPANY, as
Master Servicer
By /s/Michael J. Kula
Name: Michael J. Kula
Title: Chief Operating Officer
