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 Commission file number
December 27, 1997 33-84894
- - ------------------------- ----------
ML Revolving Home Equity Loan Trust 1997-1
-------------------------------------------------------
(Name of Trust Fund issuing ML Revolving Home Equity Loan
Asset Backed Certificates, Series 1997-1)
MLCC Mortgage Investors, Inc.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 59-3247986
- - --------------------------------- -------------------
(State or other jurisdiction (IRS employer
of incorporation or organization) identification no.)
4802 Deer Lake Drive East
Jacksonville, Florida 32246-6484
- - --------------------------------- ------------------
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (904) 928-6000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 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. ( )
Aggregate market value of the voting stock held by non-affiliates of the
Registrant: None.
Number of shares of common stock of the Registrant outstanding as of December
27, 1997: Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part IV incorporated herein by reference are as follows:
A. Monthly statement sent to Certificateholders with the November 1997
distribution incorporated herein by reference as an exhibit to the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 14, 1997.
B. Monthly statement sent to Certificateholders with the December 1997
distribution incorporated herein by reference as an exhibit to the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 16, 1997.
C. AMBAC Assurance Corporation ("AMBAC") and Subsidiaries' audited
consolidated financial statements as of December 31, 1997 and 1996 and
for each of the years in the three-year period ended December 31, 1997,
incorporated herein by reference as an exhibit to AMBAC's Current Report
on Form 8-K filed with the Securities and Exchange Commission on March 27,
1998.
PART I
ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to
Merrill Lynch Credit Corporation (the "Master Servicer") or the
Registrant, or to the best of our knowledge, the Trust Fund or
Bankers Trust Company of California, N.A. (the "Trustee"), with
respect to the Trust Fund, other than ordinary routine litigation,
if any, incidental to the duties of the Trust Fund or of the
Trustee, the Master Servicer or the Registrant under the Pooling
and Servicing Agreement relating to the Certificates.
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
(a) There is no established public trading market for the
Certificates representing undivided interests in the pool
established by the Registrant of home equity revolving credit
line loans secured by mortgages on residential one- to four-
family properties.
(b) At December 27, 1997, the number of holders of record of the
Certificates were as follows:
Number of
Record Holders
--------------
Mortgage Loan Asset Backed
Pass-Through Certificates,
Series 1997-1 20
(c) Not applicable.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
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
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Not applicable.
(2) Not applicable.
(3) The required exhibits are as follows:
Pooling and Servicing Agreement (Filed on November 14,
1997 as part of the Registrant's current report on Form
8-K).
Monthly statement sent to Certificateholders with the
November 1997 distribution incorporated herein by
reference as an exhibit to the Registrant's Current
Report on Form 8-K filed with the Securities and
Exchange Commission on January 14, 1997.
Monthly statement sent to Certificateholders with the
December 1997 distribution incorporated herein by
reference as an exhibit to the Registrant's Current
Report on Form 8-K filed with the Securities and
Exchange Commission on January 16, 1997.
Independent Accountants' Report on Management's Assertion
About Compliance with Uniform Single Attestation Program
Requirements for the year ended December 27, 1997.
AMBAC Assurance Corporation ("AMBAC") and Subsidiaries'
audited consolidated financial statements as of December
31, 1997 and 1996 and for each of the years in the
three-year period ended December 31, 1997 (the "AMBAC
Financial Statements") incorporated herein by reference as
an exhibit to AMBAC's Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 27, 1998.
Consent of KPMG Peat Marwick LLP to incorporation by
reference in this Form 10-K of their report dated
January 29, 1998 on the AMBAC Financial Statements.
Officer's Certificate regarding Annual Statement as to
Compliance of Merrill Lynch Credit Corporation is not
currently available and will be subsequently filed as an
exhibit to Form 8-K as soon as such certificate becomes
available.
(b) The following reports on Form 8-K were filed during the last
quarter of the period covered by this report:
Date Filed Event Reported
---------- --------------
January 14, 1997. Monthly statement sent to
Certificateholders with the
November 1997 distribution.
January 16, 1997. Monthly statement sent to
Certificateholders with the
December 1997 distribution.
(c) Exhibits required to be filed by the Registrant pursuant to
Item 601 of Regulation S-K are listed in the Exhibit Index
immediately following the signature page hereof.
(d) Not applicable.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT
TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
No annual report, proxy statement, form of proxy or other soliciting material
has been sent to Certificateholders.
SIGNATURES
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 on March 27,
1998.
MLCC MORTGAGE INVESTORS, INC., as
Registrant and on behalf of the Trust Fund
/s/ ROBERT J. SMITH
__________________________________________
By: Robert J. Smith
Senior Vice President and
Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ MICHAEL A. JOHNSTON President, Chief Executive March 27, 1998
Officer and Chairman of the Board
of Directors
/s/ KEVIN O'HANLON Senior Vice President and March 27, 1998
Director
/s/ FRANCIS X. ERVIN, JR. Senior Vice President and March 27, 1998
Treasurer (principal financial
officer and principal accounting
officer)
/s/ STEVEN T. HARDY Vice President and Controller March 27, 1998
/s/ THOMAS O. MCCONNELL Director March 27, 1998
/s/ EARLE C. TRAYNHAM Director March 27, 1998
</TABLE>
EXHIBIT INDEX
Exhibit No. Page
- - ----------- ---
4 Pooling and Servicing Agreement (Filed
on November 14, 1997 as part of the
Registrant's current report on Form 8-K) . . . . . . *
19.1 Report Furnished to Security-Holders
(Filed on January 14, 1997 as part
of the Registrant's current report on
Form 8-K) . . . . . . . . . . . . . . . . . . . . . . *
19.2 Report Furnished to Security-Holders
(Filed on January 16, 1997 as part
of the Registrant's current report on
Form 8-K) . . . . . . . . . . . . . . . . . . . . . . *
99.1 Independent Accountants' Report on
Management's Assertion About Compliance
with Uniform Single Attestation
Program Requirements for the year ended
December 27, 1997 . . . . . . . . . . . . . . . . . 10
99.2 AMBAC Financial Statements
(Filed on March 27, 1998 as part of AMBAC's
current report on Form 8-K) . . . . . . . . . . . . . *
99.3 Consent of KPMG Peat Marwick LLP to incorporation
by reference in this Form 10-K of their report
dated January 29, 1998 on the AMBAC Financial
Statements. . . . . . . . . . . . . . . . . . . . . . 16
Exhibit 99.1
------------
INDEPENDENT ACCOUNTANT'S REPORT ON
MANAGEMENT'S ASSERTION ABOUT COMPLIANCE WITH
UNIFORM SINGLE ATTESTATION PROGRAM REQUIREMENTS
Merrill Lynch Credit Corporation and subsidiaries:
We have examined management's assertion about Merrill Lynch Credit
Corporation's compliance with the minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single
--------------
Attestation Program for Mortgage Bankers (USAP) and maintenance of
- - ----------------------------------------
adequate hazard insurance as required by investors as of and for the fiscal
year ended December 26, 1997, included in the accompanying management
assertion. Management is responsible for Merrill Lynch Credit Corporation's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the entity'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 Merrill Lynch Credit Corporation'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 Merrill Lynch Credit Corporation's
compliance with the minimum servicing standards.
All loans serviced by Merrill Lynch Credit Corporation under pooling and
servicing agreements relating to mortgage pass-through certificates listed in
Exhibit I attached, were included in the total population which was subject
to selection for testing in our examination.
In our opinion, management's assertion that Merrill Lynch Credit Corporation
complied with the aforementioned minimum servicing standards and maintenance
of adequate hazard insurance as required by investors as of and for the
fiscal year ended December 26, 1997 is fairly stated, in all material
respects.
This report is intended for the information and use of the Board of Directors
and management of Merrill Lynch Credit Corporation and subsidiaries, and the
Trustees for the mortgage pass-through certificates listed in Exhibit I.
February 23, 1998
EXHIBIT I
MERRILL LYNCH CREDIT CORPORATION
DETAIL OF MORTGAGE PASS-THROUGH CERTIFICATES
UNDER POOLING AND SERVICING AGREEMENTS
DECEMBER 26, 1997
- - --------------------
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1991F, Class A-1 and A-2
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1992A, Class A-1 and A-2
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1992A, Class B
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1992C, Class A-1 and A-2
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1992C, Class B
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1992F, Class A-1, A-2 and A-3
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1992F, Class B
ML Home Equity Loan Asset Backed Certificates, Series 1992-1,
Class A and B
ML Home Equity Loan Asset Backed Certificates, Series 1993-1,
Class A and B
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1993B, Class A-1, A-2 and A-3
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1993B, Class B
MLCC PrimeFirst Adjustable Rate Mortgage Senior/Subordinate
Pass-Through Certificates, Series 1993C, Class A-1, A-2, A-3 and A-4
MLCC Senior/Subordinate Mortgage Pass-Through Certificates,
Series 1993E, Class A-1, A-2, A-3, A-4, A-5 and A-6
MLCC Senior/Subordinate Mortgage Pass-Through Certificates,
Series 1993F, Class A-1, A-2, A-3, A-4, A-5 and A-6
MLCC Senior/Subordinate Mortgage Pass-Through Certificates,
Series 1993I, Class A-1, A-2, A-3, A-4, A-5 and A-6
MLCC Subordinate Mortgage Backed Certificates,
Series 1994A, Class A-1 and A-2
MLCC Senior/Subordinate Mortgage Pass-Through Certificates,
Series 1994A, Class A-1, A-2, A-3, A-4 and A-5
MLCC Senior/Subordinate Mortgage Pass-Through Certificates,
Series 1994F, Class A-1, A-2, A-3, M, A-4 and A-5
ML Home Equity Loan Asset Backed Certificates, Series 1994-1,
Class A-1 and A-2
MLCC Senior/Subordinate Mortgage Pass-Through Certificates,
Series 1994H, Class A-1, A-2, A-3, M, A-4 and A-5
MLCC Mortgage Investors, Inc., Senior/Subordinate Mortgage
Pass-Through Certificates, Series 1994A, Class A-1, A-2, A-3
M-1, A-4 and M-2
ML Home Equity Loan Pass-Through Certificates, Series 1994-2, Class A
MLCC Mortgage Investors, Inc., Senior/Subordinate Mortgage
Pass-Through Certificates, Series 1994B, Class A-1, A-2, A-3 and A-4
ML Home Equity Loan Pass-Through Certificates, Series 1995-1,
Class A-1 and A-2
MLCC Mortgage Investors, Inc., Senior/Subordinate Mortgage Pass-Through
Certificates, Series 1995A, Class A-1, A-2, A-3, A-4, A-5 and A-6
ML Home Equity Loan Pass-Through Certificates, Series 1995-2, Class A
MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through
Certificates, Series 1995B, Class A
MLCC Mortgage Investors, Inc., Subordinate Mortgage Backed Certificates,
Series 1995-S1
MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through
Certificates, Series 1996A, Class A
MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through
Certificates, Series 1996B, Class A
MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through
Certificates, Series 1996C, Class A
MLCC Mortgage Investors, Inc., ML Revolving Home Equity Loan
Asset Backed Certificates, Series 1996-1
MLCC Mortgage Investors, Inc., ML Revolving Home Equity Loan
Asset Backed Certificates, Series 1996-2
MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through
Certificates, Series 1996D, Class A
MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through
Certificates, Series 1997A, Class A
MLCC Mortgage Investors, Inc., ML Revolving Home Equity Loan
Asset Backed Certificates, Series 1997-1
MLCC Mortgage Investors, Inc., Mortgage Loan Asset Backed Pass-Through
Certificates, Series 1997B, Class A
Merrill Lynch
Credit Corporation
Private Client Group
4802 Deer Lake Drive East
Jacksonville, Florida 32246-6484
800 452 3881
February 23, 1998
Deloitte & Touche LLP
2801 Independent Drive
Jacksonville, FL 32202
Ladies and Gentlemen:
As of and for the year ended December 26, 1997, Merrill Lynch Credit
Corporation and subsidiaries (the "Company") has complied in all material
respects with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
--------------------------------------
Mortgage Bankers and has maintained adequate hazard insurance as required
- - ----------------
by investors. As of and for the same period, the Company had in effect
fidelity bond and errors and omissions insurance coverage in the amounts of
$325,000,000 and $11,000,000 respectively.
/s/ Michael A. Johnston
------------------------------
Michael A. Johnston
Chairman/Chief Executive Officer
/s/ Kevin M. O'Hanlon
------------------------------
Kevin M. O'Hanlon
President/Chief Operating Officer
/s/ Francis X. Ervin, Jr.
------------------------------
Francis X. Ervin, Jr.
Senior Vice President/Chief
Financial Officer
/s/ Steven T. Hardy
-------------------------
Steven T. Hardy
Vice President/Controller
Exhibit 99.3
------------
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the Form 10-K of MLCC
Mortgage Investors, Inc. Series 1997-1 (the "Registrant), of our report
dated January 29, 1998 on the consolidated financial statements of Ambac
Assurance Corporation as of December 31, 1997 and 1996, and for each of
the years in the three-year period ended December 31, 1997, which report
appears in the Form 8-K of Ambac Financial Group, Inc., dated March 27, 1998.
New York, New York
March 27, 1998
