SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment 1
(Mark One)
/ x / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998 or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-38073-03
Merrill Lynch Mortgage Investors, Inc.
Mortgage Pass-Through Certificates
Series 1998-CT1 Trust
(Exact name of registrant as specified in its charter)
New York 52-2095939, 52-2095940
(State or other jurisdiction (I.R.S. Employer 52-2095942
of incorporation or Identification No.)
organization)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(410) 884-2000
Securities to be registered pursuant to Section 12(b)
of the Act:
NONE
Securities to be 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 ___
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on March 25, 1999, on behalf of
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates Series
1998-CT1 Trust established pursuant to an AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENTamong MERRILL LYNCH MORTGAGE INVESTORS, INC. Depositor, GMAC
COMMERCIAL MORTGAGE CORPORATION, Master Servicer, GMAC COMMERCIAL MORTGAGE
CORPORATION Special Servicer and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee , pursuant to which the Merrill Lynch Mortgage Investors, Inc. Mortgage
Pass-Through Certificates Series 1998-CT1 Trust registered under the Securities
Act of 1933 (the "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) GMAC Commercial Mortgage Corp. as Special Servicer <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) First Union, as Servicer <F1>
b) GMAC Commercial Mortgage Corp. as Special Servicer <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) GMAC Commercial Mortgage Corp. as Special Servicer <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On October 26, 1998, and December 01, 1998,
reports on Form 8-K were filed
by the Company in order to provide the
statements for the monthly distributions to
holders of the Certificates. No other reports on
Form 8-K have been filed during the last quarter
of the period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> Previously filed.
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:
Merrill Lynch Mortgage Investors, Inc.
Mortgage Pass-Through Certificates
Series 1998-CT1 Trust
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri J. Sharps, Vice President
By: /s/ Sherri J. Sharps, Vice President
Dated: December 15, 1999
Exhibit Index
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) GMAC Commercial Mortgage Corp. as Special Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) GMAC Commercial Mortgage Corp. as Special Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) GMAC Commercial Mortgage Corp. as Special Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
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KPMG
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290
Independent Accountants' Report
The Board of Directors
First Union Mortgage Corporation:
We have examined management's assertion about First Union Mortgage Corporation's
(a wholly-owned subsidiary of First Union Corporation) compliance with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of
and for the year ended December 31, 1998 included in the accompanying management
assertion. Management is responsible for First Union Mortgage Corporation's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about First Union Mortgage
Corporation'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 First Union Mortgage 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 First Union Mortgage Corporation's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Union Mortgage Corporation
complied in all material respects with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1998 is fairly stated, in
all material respects.
KPMG
March 26, 1999
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PriceWaterhouseCoopers
PricewaterhouseCoopers LLP
650 Third Avenue South
Park Building
Suite 1300
Minneapolis MN 55402-4333
Telephone (612) 596 6000
Facsimile (612) 373 7160
Report of Independent Accountants
March 8, 1999
To the Board of Directors and Stockholder of GMAC Mortgage Corporation:
We have examined management's assertion about GMAC Mortgage Corporation and its
subsidiaries' (the "Company") compliance with the minimum servicing standards
("standards") identified in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for
the year ended December 31, 1998 included in the accompanying management
assertion (see Exhibit I). 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 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 the Company's compliance with the
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 standards.
In our opinion, management's assertion that the Company complied with the
aforementioned standards as of and for the year ended December 31, 1998 is
fairly stated, in all material respects.
PriceWaterhouseCooper LLP
First Union Mortgage Corporation
201 South College Street
Charlotte North Carolina 28288
704 374-6787
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MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1998, First Union Mortgage Corporation
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. First Union Mortgage Corporation had
in effect a fidelity bond policy in the amount of $100 million for the period
from January I, 1998 to May 31, 1998 and a fidelity bond policy in the amount of
$200 million for the period from June 1, 1998 to December 31, 1998. As of and
for the year ended December 31, 1998, First Union Mortgage Corporation had in
effect an errors and omissions policy in the amount of $20 million.
Karin Patrick, Senior Vice President
March 26, 1999 Date
Debbie Craig, Senior Vice President
March 26, 1999 Date
Debbie Warren, President
March 26, 1999 Date
GMAC Mortgage Corporation
100 Witmer Road
RO. Box 963
Horsham PA 19044-0963
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Exhibit I
Management's Assertion Concerning Compliance with
USAP Minimum Servicing Standards
March 8, 1999
As of and for the year ended December 31, 1998, GMAC Mortgage Corporation and
its subsidiaries (the "Company") have complied in all material respects with the
minimum servicing standards (the "Standards") set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers.
As of and for this same period, the Company had in effect fidelity bond and
errors and omissions policies in the amounts of $150,000,000 and $100,000,000
respectively.
Edward D Hughes
Senior Vice President of
Servicing Adminstration
First Union Mortgage Corporation
NC4755
Operational & Regulatory Risk Division
P. O. Box 900001
Raleigh, North Carolina 27675-9001
1100 Corporate Center Drive
Raleigh, North Carolina 27607-5066
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Norwest Bank Minnesota N.A.
Investor Numbers A07
First Union CRA Mortgage Loan Trust 1997-1
CERTIFICATION OF COMPLIANCE
The undersigned, an officer of First Union Mortgage Corporation ("FUMC") hereby
certifies as follows:
A review of the activities of FUMC during the preceding year with respect to
performance under this Agreement has been made under such Officer's supervision;
and
(1)
To the best of such Officer's knowledge the servicing has been conducted in
compliance with the Agreement(s) except for immaterial exceptions or other
exceptions set forth in such statement; and
(2)
To the best of such Officer's knowledge based on such review, there is no
default by FUMC in the fulfillment of any of its obligations under this
Agreement, or if there is any such default known to such Officer, specifying
each such default and the nature and status thereof.
In witness whereof the undersigned has executed this Certificate of Compliance
this 12th day of May, 1999.
FIRST UNION MORTGAGE CORPORATION
By:
Joseph F. DeDominicis
Vice President
EVENTS OF DEFAULT (if any)
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GMAC Mortgage
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CONSUMER LOAN SERVICING G R O U P
OFFICER'S CERTIFICATE
GMAC MORTGAGE CORPORATION
I, Mark Galambos, hereby certify that I am the duly elected Vice
President of GMAC Mortgage Corporation (the "Servicer"), a corporation organized
under the laws of the Commonwealth of Pennsylvania, that I have made such
reasonable investigation as I have deemed necessary to deliver this Certificate,
including discussions with responsible officers of the Servicer and further
certify to the best of my knowledge as follows:
1. A review of the activities of the Servicer during the calendar year
beginning January 1, 1998 and ending on December 31, 1998 (the "Calendar Year")
and of its performance under the servicing agreements, including the servicing
agreement dated as of December 1, 1997 (the "Servicing Agreement"), by and among
the Servicer, the Issuer, and the Indenture Trustee, has been made under my
supervision.
2. To the best of my knowledge, based on such review, the Servicer has
complied in all material respects with the minimum servicing standards set forth
in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled
all of its material obligations in all material respects throughout the Calendar
Year.
Capitalized terms not defined herein have the meanings set forth in the
Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the
Servicer.
Dated: March 31, 1999
GMAC MORTGAGE CORPORATION
By:
Name: Mark Galambos
Title: Vice President
1301 OFFICE CENTER DRIVE SUITE 200 FORT WASHINGTON, PA 19034
