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
MERRILL LYNCH MORTGAGE INVESTORS, INC.
(as depositor under the Indenture, dated as of March 1, 1998, providing for
inter alia, the issuance of PacificAmerica Home-Equity Loan Asset-Backed
Notes, Series 1998-1).
PACIFICAMERICA HOME-EQUITY LOAN ASSET-BACKED NOTES, SERIES 1998-1
(Exact name of Registrant as specified in its Charter)
CALIFORNIA 95-446
(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:
Indenture of Registrant dated as of March 1, 1998 (hereby incorporated
herein by reference as part of the Registrant's Current Report on Form
8-K filed with Securities and Exchange Commission on March 25, 1998).
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Monthly Remittance Statement to the Certificateholders dated as of April
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 May
26, 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 June
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 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 February 11, 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 February 11, 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 an Indenture dated as
of March 1, 1998, between PacificAmerica Home Equity Loan Trust Series
1998-1, 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 1998-1 (the "Issuer")
will be formed pursuant to a Trust Agreement, dated as of March 1, 1998,
between Merrill Lynch Mortgage Investors, Inc. (the "Depositor") and
Wilmington Trust Company, the Owner Trustee. The Issuer will issue
$130,000,000 aggregate principal amount of PacificAmerica Home Equity
Loan Asset-Backed Notes, Series 1998-1 (the "Notes"). The Notes will be
issued pursuant to an Indenture, dated as of March 1, 1998, between the
Issuer and Bankers Trust Company of California, N.A., the Indenture
Trustee.
The Notes will represent indebtedness of the Issuer and will be secured by
the trust estate (the "Trust Estate") created by the Trust Agreement. The
Trust Estate will consist primarily of fixed and adjustable 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
and Pre-Funding Account (each as defined in the Prospectus Supplement,
dated June 19, 1997. Additional Home Equity Loans (the "Subsequent Home
Equity Loans" and, together with the Initial Home Equity Loans, the "Home
Equity Loans") having an aggregate unpaid principal balance of up to
$30,282,598 meeting the criteria set forth in the Prospectus Supplement,
dated June 19, 1997, are intended to be purchased by the Issuer on or
before April 27, 1998, with funds on deposit in the Pre-Funding Account,
which will become part of the Trust Estate. In addition, the Notes will
have the benefit of an irrevocable and unconditional financial guaranty
insurance policy (the "Note Insurance Policy") to be issued by Financial
Security Assurance Inc. (the "Note Insurer") as described under
"Description of the Notes-Note Insurance Policy" in the Prospectus
Supplement, dated June 19, 1997
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 Depositor owns no property. The PacificAmerica Home Equity Loan
Asset-Backed Notes, Series 1998-1, 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 1998-1,
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 1997-1 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: 6.
(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 April
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 May
26, 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 June
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 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 February 11, 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 February 11, 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:
Bank of New York (The)
Diana Karenbauer
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1998-1
Class A
$20,000,000
15.0%
Chase Manhattan bank
Orma Trim Supervisor
4 New York Plaza
13th Floor
New York, NY 10004.
Series 1998-1
Class A
$70,000,000
54.0%
Republic National Bank of New York Investment Account
Anthony Pla'
One Hanson Place, Lower Level
Brooklyn, NY 11243
Series 1998-1
Class A
$24,500,000
19.0%
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp Action Dept JAB5W
Boston, MA 02105-1631
Series 1998-1
Class A
$10,000,000
8.0%
Merrill Lynch Mortgage Capital Inc.
World Financial Center
North Tower 22 Fl
New York, NY 10281
Series 1998-1
Certificates
$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 April
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 May
26, 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 June
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 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 February 11, 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 February 11, 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 February 11, 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 Indenture,
dated as of March 1, 1998.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 29, 1999
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Remittance Statement to the Certificateholders dated as of
April 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
May 26, 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
June 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
July 27, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on November 18, 1998.
1.5 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.
1.6 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.
1.7 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.
1.8 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.
1.9 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 February 11, 1999.
2.0 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 February 11, 1999.
2.1 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.
2.2 Indenture of Registrant dated as of March 1, 1998 (hereby
incorporated herein by reference as part of the Registrant's Current
Report on Form 8-K filed with Securities and Exchange Commission on
March 25, 1998).
