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.: 333-38073-04
Merrill Lynch Mortgage Investors, Inc.
Mortgage Pass-Through Certificates
Series 1998-C2 Trust
(Exact name of registrant as specified in its charter)
New York 52-2095927 52-2095909 52-2095931
(State or other jurisdiction (I.R.S. Employer 52-2095933
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-C2 Trust established pursuant to a Pooling and Servicing Agreement among
Merrill Lynch Mortgage Investors, Inc. as Depositor, First Union National Bank
as Master Servicer, and Norwest Bank Minnesota, National Association, as
Trustee, pursuant to which the Merrill Lynch Mortgage Investors, Inc. Mortgage
Pass-Through Certificates Series 1998-C2 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) AMRESCO Management, Inc. 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) AMRESCO Management, Inc. 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) AMRESCO Management, Inc. as Special Servicer <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On October 01, 1998, October 26, 1998, and
December 02, 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-C2 Trust
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri Sharps, Vice President
By: /s/ Sherri Sharps, Vice President
Dated: December 23, 1999
Exhibit Index
Exhibit No.1
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) AMRESCO Management, Inc. 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) AMRESCO Management, Inc. 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) AMRESCO Management, Inc. as Special Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
(logo)
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
(logo)
(LOGO) Deloitte & Touche
Deloitte & Touche LLP
Suite 1600
Chase Tower
2200 Ross Avenue
Dallas, Texas 75201-6778
Telephone: (214) 777-7000
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of AMRESCO Management, Inc.:
We have examined management's assertion about AMRESCO Management, Inc.'s (the
"Company") compliance with the Company's servicing standards identified in
Appendix A to such assertion as of and for the year ended December 31, 1998.
Such standards were established by management based on the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
("USAP"). Management is responsible for AMRESCO's compliance with these
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
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 servicing standards or its
servicing agreements.
In our opinion, management's assertion that AMRESCO Management, Inc. complied
with its established servicing standards identified in Appendix A to such
assertion as of and for the year ended December 31, 1998, is fairly stated, in
all material respects.
Deloitte & Touche LLP
February 9, 1999
Deloitte Touche
Tohmatsu
First Union Mortgage Corporation
201 South College Street
Charlotte North Carolina 28288
704 374-6787
(logo)
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
(LOGO) AMRESCO
February 9, 1999
Deloitte & Touche LLP
Texas Commerce Tower
2200 Ross Avenue, Suite 1600
Dallas, Texas 75201
Dear Sirs:
As of and for the year ended December 31, 1998, AMRESCO Management, Inc., a
subsidiary of AMRESCO, INC., has complied in all material respects with the
minimum servicing standards set forth in Appendix A. Such standards were
established by AMRESCO Management Inc. based on the Mortgage Bankers Association
of America's Uniform Single Attestation Program for Mortgage Bankers (USAP).
A list of the portfolios covered by this representation is included in Appendix
B.
For the period January 1, 1998 through December 30, 1998 AMRESCO Management,
Inc. had in effect a fidelity bond in the amount of $23,000,000, errors and
omissions liability coverage in the amount of $l0,000,000, and mortgage
impairment protection in the amount of $23,000,000. Beginning December 31, 1998,
AMRESCO Management, Inc. increased its coverage, resulting in a fidelity bond in
the amount of $43,000,000, and mortgage impairment protection in the amount of
$43,000,000. Errors and omissions liability coverage remained at $10,000,000.00.
Don M. Skidmore
Senior Vice President
AMRESCO, INC.
Ron Kirkland, Senior Vice President and
Chief Accounting Officer
AMRESCO, INC.
Elaine Miller
Director, Loan Servicing
AMRESCO, INC.
AMRESCO, INC.
700 North Pearl Street * Suite 2400 * LB 342 * Dallas, Texas 75201-7424
214-953-7700
http://www.amresco.com
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
(logo)
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)
(LOGO) AMRESCO
April 30, 1999
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Norwest Bank Minnesota, National Association
Corporate Trust Department
11000 Broken Land Parkway
Columbia Maryland 21044-3562
Ladies and Gentlemen:
Reference is made to the Pooling and Servicing Agreement dated as of March 1,
1998, among Merrill Lynch Mortgage Investors, Inc. as Depositor, First Union
National Bank, as Master Servicer, Criimie Mae Services Limited Partnership, as
Special Servicer and Norwest Bank Minnesota, National Association, as Trustee
entered into in connection with Merrill Lynch Mortgage Investors, Inc. Mortgage
Pass-Through Certificates, Series 1998-C2 (the "PSA"). All rights, duties and
obligations of Criimie Mae Services Limited Partnership under the PSA have been
transferred and assigned to AMRESCO Management, Inc. ("AMI") effective as of
September 1, 1998.
As Vice President of AMI, I have delegated to specified officers ("Officers")
the responsibility for reviewing and monitoring the activities of AMI and our
performance under the PSA.
Accordingly, pursuant to Section 3.13 of the PSA and in accordance with
certifications made to me by each of the Officers, AMI certifies the following:
(1) A review of the activities of AMI for the period from September 1, 1998 to
December 31, 1998, and of its performance under the PSA has been made under the
supervision of the Officers, who have in turn been under my supervision;
(2) To the best of my knowledge and the Officers' knowledge, based on such
review, AMI has fulfilled its obligations as Special Servicer in all material
respects under the PSA throughout the period from September 1, 1998 to December
31, 1998;
(3) To the best of my knowledge and the Officers' knowledge, AMI has not
received any notice regarding qualification, or challenging the status, of any
portion of the Trust Fund as REMIC from the IRS or any other governmental agency
or body.
Please refer to the enclosed independent accountants' report dated February 9,
1999, delivered pursuant to Section 3.14 of the PSA, which discusses the results
of their review of our activities under this Agreement and which is incorporated
herein by reference.
Very truly yours,
Michael Carp
Vice President
AMRESCO Management, Inc.,
Enclosures
CC:
Merrill Lynch Mortgage Investors, Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Attn: the Secretary
Merrill Lynch Mortgage Investors, Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Attn: the Treasurer
First Union National Bank
First Union Capital Markets
301 South College Street
Charlotte, North Carolina 28288-1075
Attn: Merrill Lynch Mortgage Pass-Through Certificates
