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
December 31, 1998
Commission file number: 0-20897
PACIFICAMERICA HOME EQUITY LOAN TRUST SERIES 1998-2F AND
PACIFICAMERICA HOME EQUITY LOAN TRUST SERIES 1998-2V
(as Issuers under the Indentures, dated as of June 1, 1998, providing
for inter alia, the issuance of PacificAmerica Home-Equity Loan
Asset-Backed Notes, Series 1998-2F and 1998-2V).
PACIFICAMERICA HOME-EQUITY LOAN ASSET-BACKED NOTES, SERIES 1998-2F
and 1998-2V.
(Exact name of Registrant as specified in its Charter)
CALIFORNIA 95-4465
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
VENTURA BOULEVARD, SUITE 102
WOODLAND HILLS, CALIFORNIA 91364
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(818) 992-8999
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.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated herein by reference are as
follows:
Indentures of Registrant dated as of June 1, 1998 (hereby incorporated
herein by reference as Exhibits 10.2 as part of the Registrant's Current
Report on Form 8-K filed with Securities and Exchange Commission on July
2, 1998).
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Monthly Remittance Statement to the Certificateholders dated as of July
27, 1998, and filed with the Securities and Exchange Commission on Form
8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of August
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
September 25, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of October
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on December 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on December 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on March 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of January
25, 1999, and filed with the Securities and Exchange Commission on Form
8-K on March 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
February 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on March 26, 1999.
PART I
ITEM 1. Business.
The trust fund (the "Trust") was created pursuant to Indentures dated as
of June 1, 1998, between PacificAmerica Home Equity Loan Trust Series
1998-2F and 1998-2V, a Delaware business trust, as Issuer (the "Issuer"),
and Bankers Trust Company of California, N.A., a national banking
association, as Indenture Trustee (the "Indenture Trustee").
The PacificAmerica Home Equity Loan Trust Series 1998-2F and 1998-2V (the
"Issuer") will be formed pursuant to a Trust Agreement, dated as of June
1, 1998, between Merrill Lynch Mortgage Investors, Inc. (the "Depositor")
and Wilmington Trust Company, the Owner Trustee. The Series 1992F Issuer
will issue $62,036,000 aggregate principal amount of PacificAmerica Home
Equity Loan Asset-Backed Notes, Series 1998-2F (the "Class A-F Notes").
The Class A-F Notes will be issued pursuant to an Indenture, dated as of
June 1, 1998, A-F Notes will be issued pursuant to an Indenture dated June
1, 1998, between the Series 1992F Issuer and Bankers Trust Company of
California, N.A., the Indenture Trustee. PacificAmerica Home Equity Loan
Trust Series 1998-2V (the "Series 1999-2V Issuer") will be formed pursuant
to Trust Agreement, dated as of June 1, 1998, between the Depositor and
the Owner Trustee. The Series 1998-2V Issuer will issue $137,964,000
aggregate principal amount of PacificAmerica Home Equity Loan Asset-Backed
Notes, Series 1998-2V (the "Class A-V Notes"). The Class A-V Notes will
be issued pursuant to an Indenture, dated as of June 1, 1998, between the
Series 1998-2V Issuer and the Indenture Trustee. Only the Class A-F Notes
and the Class A-V Notes (together, the "Notes") are offered hereby.
The Class A-F Notes and the Class A-V Notes will represent indebtedness of
the related Issuer and will be secured by the related trust estate (the
related "Trust Estate") created by the related Trust Agreement. The Trust
Estate with respect to the Class A-F Notes will consist primarily of fixed
rate, one- to four-family, first and second lien home equity loans (the
"Initial Home Equity Loans") and any funds on deposit in the Interest
Coverage Account an Pre-Funding Account (each as defined in the
Prospectus Supplement, dated June 22, 1998. Additional Fixed Rate Loans
(the "Fixed Rate Subsequent Loans" and, together with the Initial Fixed
Rate Loans, the "Fixed Rate Loans") having an aggregate unpaid principal
balance of up to $15,959,776 meeting the criteria set forth in the
Prospectus Supplement, dated June 22, 1998, are intended to be purchased
by the Series 1998-2F Issuer on or before August 25, 1998, with funds on
deposit in the Pre-Funding Account, which will become part of the related
Trust Estate. The Trust Estate with respect to the Class A-V Notes will
consist primarily of adjustable rate, one- to four-family, first lien
home equity loans (the "Initial Adjustable Rate Loans") and any funds on
deposit in the Interest Coverage Account and Pre-Funding Account.
Additional Adjustable Rate Loans (the "Adjustable Rate Subsequent Loans"
and, together with the Initial Adjustable Rate Loans, the "Adjustable
Rate Loans") having an aggregate unpaid principal balance of up to
$35,493,597 meeting the criteria set forth in the Prospectus Supplement,
dated June 22, 1998, are intended to be purchased by the Series 1998-2V
Issuer on or before August 25, 1998, with funds on deposit in the
Pre-Funding Account, which will become part of the related Trust Estate.
The Fixed Rate Loans and the Adjustable Rate Loans (each, a "Loan Group")
are sometimes referred to collectively as the Loans. In addition, the
Class A-F Notes and the Class A-V Notes will each have the benefit of an
irrevocable and unconditional financial guaranty insurance policy (the
related "Note Insurance Policy") to be issued by Financial Security
Assurance Inc. (the "Note Insurer") as described under "Description of the
Notes-Note Insurance Policies" in the Prospectus Supplement dated June 22,
1998.
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the collection on
the Mortgage Loans and distribution of payments on the Certificates to
Certificateholders. This information is accurately summarized in the
Monthly Reports to Certificateholders, which are filed on Form 8-K. There
is no additional relevant information to report in response to Item 101 of
Regulation S-K.
ITEM 2. Properties.
The Issuer owns no property. The PacificAmerica Home Equity Loan
Asset-Backed Notes, Series 1998-2F and 1998-2V, in the aggregate,
represent the beneficial ownership in a Trust consisting primarily of the
Mortgage Loans. The Trust will acquire title to real estate only upon
default of the mortgagors under the Mortgage Loan. Therefore, this item
is inapplicable.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The PacificAmerica Home Equity Loan Asset-Backed Notes, Series 1998-2F and
1998-2V, represent, in the aggregate, the beneficial ownership in a trust
fund consisting primarily of the Mortgage Loans. The Certificates are
owned by Certificateholders as trust beneficiaries. Strictly speaking,
the Registrant has no "common equity," but for purposes of this Item only,
the Registrant's Mortgage Pass-Through Certificates, Series 1998-2F and
1998-2V are treated as "common equity."
(a) Market Information. There is no established public trading market
for the Registrant's Certificates. The Registrant believes the
Certificates are traded primarily in intra-dealer markets and
non-centralized inter-dealer markets.
(b) Holders. The number of registered holders of all classes of
Certificates on December 31, 1998 was: 21.
(c) Dividends. Not applicable. The information regarding dividends
required by sub-paragraph (c) of Item 201 of Regulation S-K is
inapplicable because the Trust does not pay dividends. However,
information as to distribution to Certificateholders is provided in the
Monthly Reports to Certificateholders for each month of the fiscal year
in which a distribution to Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust, the
Selected Financial Data required by Item 301 of Regulation S-K does not
add relevant information to that provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable. The information required by Item 303 of Regulation S-K is
inapplicable because the Trust does not have management per se, but rather
the Trust has a Trustee who causes the preparation of the Monthly Reports
to Certificateholders. The information provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form 8-K, does
provide the relevant financial information regarding the financial status
of the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Remittance Statement to the Certificateholders dated as of July 27,
1998, and filed with the Securities and Exchange Commission on Form
8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of August
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
September 25, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of October
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on December 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on December 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on March 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of January
25, 1999, and filed with the Securities and Exchange Commission on Form
8-K on March 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
February 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on March 26, 1999.
Annual Statement of Compliance by the Master Servicer is not currently
available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's will be subsequently filed
on Form 8.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of Regulation S-K
are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to whom
compensation needs to be paid. Therefore, the information required by
item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners. Under the Pooling
and Servicing Agreement governing the Trust, the holders of the
Certificates generally do not have the right to vote and are prohibited
from taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as "voting
security" holders.
As of December 31, 1998, the following are the only persons known to the
Registrant to be the beneficial owners of more than 5% of any class of
voting securities:
Boston Safe Deposit and Trust Company
Constance Holloway
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-2
Class A-F
$4,355,000
7.0%
Chase Manhattan bank
Orma Trim Supervisor
4 New York Plaza
13th Floor
New York, NY 10004.
Series 1998-2
Class A-F
$20,000,000
32.0%
Citibank, N.A.
Marta Hoosian
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-2
Class A-F
$17,036,000
27.0%
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp Action Dept JAB5W
Boston, MA 02105-1631
Series 1998-2
Class A-F
$14,425,000
23.0%
Bankers Trust Company
John Lasher
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-2
Class A-V
$12,500,000
9.0%
Chase Manhattan bank
Orma Trim Supervisor
4 New York Plaza
13th Floor
New York, NY 10004.
Series 1998-2
Class A-V
$43,000,000
31.0%
Daiwa Securities America Inc.
Joni Jones
Financial Square
32 Old Slip, 14th Floor
New York, NY 10005
Series 1998-2
Class A-V
$17,600,000
13.0%
Northern Trust Company (The)
Jarvis A. McKee
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-2
Class
A-V
$12,500,000
9.0%
Prudential Securities Incorporated
Issuer Services
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1998-2
Class A-V
$17,400,000
13.0%
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp Action Dept JAB5W
Boston, MA 02105-1631
Series 1998-2
Class A-V
$19,664,000
14.0%
Merrill Lynch Mortgage Capital Inc.
World Financial Center
North Tower 22 Fl
New York, NY 10281
Series 1998-2
Certificates F
$100.00
100.0%
Merrill Lynch Mortgage Capital Inc.
World Financial Center
North Tower 22 Fl
New York, NY 10281
Series 1998-2
Certificates V
$100.00
100.0%
(b) Security ownership of management. Not Applicable. The Trust does
not have any officers or directors. Therefore, the information required
by Item 403 of Regulation S-K is inapplicable.
(c) Changes in control. Not Applicable. Since Certificateholders do not
possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Trust, other than in
respect to certain required consents regarding any amendments to the
Pooling and Servicing Agreement, the information requested with respect to
item 403 of Regulation S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows of no
transaction or series of transactions during the fiscal year ended
December 31, 1998, or any currently proposed transaction or series of
transactions, in an amount exceeding $60,000 involving the Registrant in
which the Certificateholders identified in Item 12(a) had or will have a
direct or indirect material interest. There are no persons of the types
described in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
information required by Item 404(a)(3) of Regulation S-K is hereby
incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust does not have
management consisting of any officers or directors. Therefore, the
information required by item 404 of Regulation S-K is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust does not use
promoters. Therefore, the information required by item 404 of Regulation
S-K is inapplicable.
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
Monthly Remittance Statement to the Certificateholders dated as of July
27, 1998, and filed with the Securities and Exchange Commission on Form
8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of August
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
September 25, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on November 18, 1998.
Monthly Remittance Statement to the Certificateholders dated as of October
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on December 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on December 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on March 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of January
25, 1999, and filed with the Securities and Exchange Commission on Form
8-K on March 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
February 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on March 26, 1999.
Annual Statement of Compliance by the Master Servicer is not currently
available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's servicing activities is not
currently available and will be subsequently filed on Form 8.
(b) The following Reports on Form 8-K were filed during the last quarter
of the period covered by this Report:
Monthly Remittance Statement to the Certificateholders dated as of October
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on December 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on December 17, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on March 29, 1999.
(c) The exhibits required to be filed by Registrant pursuant to Item
601 of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with respect
to subsidiaries or affiliates.
Supplemental information to be furnished with reports filed pursuant to
Section 15(d) 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, and the Registrant does not
contemplate sending any such materials subsequent to the filing of this
report.
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 Indentures,
dated as of June 1, 1998.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 30, 1999
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Remittance Statement to the Certificateholders dated as of
July 27, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on November 18, 1998.
1.2 Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on November 18, 1998.
1.3 Monthly Remittance Statement to the Certificateholders dated as of
September 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on November 18, 1998.
1.4 Monthly Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 17, 1998.
1.5 Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 17, 1998.
1.6 Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 29, 1999.
1.7 Monthly Remittance Statement to the Certificateholders dated as of
January 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 29, 1999.
1.8 Monthly Remittance Statement to the Certificateholders dated as of
February 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 26, 1999.
1.9 Indentures of Registrant dated as of June 1, 1998 (hereby
incorporated herein by reference as Exhibit 10.2 as part of the
Registrant's Current Report on Form 8-K filed with Securities and
Exchange Commission on July 2, 1998).
