MERRILL LYNCH MOR INV FRST FRAN MOR LN AS BK CER SR 1998-FF2
10-K/A, 1999-11-05
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K/A

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange   Act  of  1934  for  the  period  from   September  25,  1998
         (Commencement of Operations) to December 31, 1998

[  ]     Transition report pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 for the transition period from   to


                        Commission File Number  333-07569

                       MERRILL LYNCH MORTGAGE INVESTORS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                          13-5674085
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

250 Vesey Street, World Financial Center,
North Tower, 17th Floor
New York, New York                                       10281-1310
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code : (212) 449-1000

               MERRILL LYNCH MORTGAGE INVESTORS, INC.
FIRST FRANKLIN MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1998-FF2
       (Title of each class of securities covered by this Form)

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/A or any
 amendment to this Form 10-K/A.  [X]

Documents incorporated by reference:  None

                                   Page 1 of 5
             This report consists 9 of consecutively numbered pages.


<PAGE>
                    Amendment Number 1 of 1

                                      -2-
<PAGE>

MERRILL LYNCH MORTGAGE INVESTORS, INC.
FIRST FRANKLIN MORTGAGE LOAN ASSET BACKED CERTIFICATES, SERIES 1998-FF2
- -----------------------------------------------------------------------



PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this report:

    (1) Financial Statements:
         Omitted.

    (2)  Financial Statement Schedules:
         Omitted.

    (3)  Exhibits:

   Annual  Servicer  Statement of  Compliance,  filed as Exhibit 99.1 hereto.
   Annual Statement of  Independent  Accountants  Report for the Servicer,
           filed as Exhibit 99.2 hereto.

(b)   Reports on Form 8-K: The  following  Current  Reports on Form 8-K were
      filed by the Registrant during the last quarter of 1998.

      Current  Reports   on Form 8-K,   dated   October 20,  1998,  November 20,
     1998,  and  December  21,  1998,  were filed for the  purpose of filing the
     Monthly  Statement  sent to the  Holders of the  Offered  Certificates  for
     payments made on the same dates.  The items reported in such Current Report
     were Item 5 (Other Events).


(c)   Exhibits to this report are listed in Item (14)(a)(3) above.

                                      -3-
<PAGE>


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.


                                    THE CHASE MANHATTAN BANK,
                                    not in its individual capacity but solely
                                    as Trustee under the Agreement referred
                                    to herein



Date:  November 5, 1999            By:  /s/Thomas Provenzano
                                    -----------------------------
                                    Thomas Provenzano
                                    Vice President



                                      -4-
<PAGE>



                                 EXHIBIT INDEX

Exhibit     Description                                               Page

 99.1       Servicer's Annual Statement of Compliance                  6

 99.2       Servicer's Annual Independent Accountant's Report          8



                                      -5-
<PAGE>




EXHIBIT 99.1 - Servicer's Annual Statement of Compliance


                                      -6-

<PAGE>


Litton Loan Servicing LP                                Telephone:  713/960-9676
5373 West Alabama, Suite 600                                  Fax:  713/960-0539
Houston, Texas  77056

                                                             April 9, 1999

Structured Finance Services
Chase Manhattan Bank
450 W. 33rd Street
New York, NY 10001

Subject:  Mortgage  Loan Asset Backed  Certificates,  Series  1998-FF2;  and the
Pooling   and Servicing  Agreement Dated as of September 1, 1998 Between Merrill
Lynch  Mortgage  Investors,  Inc.,  Litton Loan  Servicing,  Inc., and The Chase
Manhattan Bank

To Whom It May Concern:

The  undersigned  officer of Litton Loan  Servicing LP (successor in interest to
Litton Loan Servicing,  Inc.) certifies that a review of the servicing  activity
for the year ended  December 31, 1998 has been  completed and that there were no
defaults or exceptions to the requirements of the subject  agreement between the
above-listed parties. Litton Loan Servicing LP hereby certifies that:

1. All ad  valorem  taxes  have been paid when due and  without  penalty  to the
trust.

2. All  assessments and ground rents of whatsoever kind or nature have been paid
so as to  prevent  their taking  priority to the purchase  money lien or lien to
which the trust is entitled.

3. All  casualty  insurance  has  been  paid without lapse in coverage and in an
amount sufficient to prevent the application of a co-insurance clause.

4. Flood insurance as required by the National Flood Insurance Act of 1994,
P.L. 103-325 $ 511, if any, has been maintained without lapse.

5. Errors  and  Omissions  Insurance  is  in force in amounts sufficient to meet
the requirements of Federal  National  Mortgage  Association,  Federal Home Loan
Mortgage Corporation, and the terms of the subject agreement.

6. Litton  Loan  Servicing  LP  has  timely filed the required IRS informational
returns including the forms 1098,  1099(A),  and those required by code sections
6050(h)(j)(p) for the year ended December 31, 1998.

7. Litton  Loan   Servicing  LP  has  not committed any act or omitted to act in
any manner that would cause the trust to lose the REMIC tax treatment.

8. All  other  terms  and  requirements  of the Servicing  Agreement between the
above parties have been complied with except as noted on the  attachment to this
letter, if any.


Sincerely,

Litton Loan Servicing LP



By:  /s/  Janice McClure
Janice McClure
Senior Vice President


                                      -7-

<PAGE>


EXHIBIT 99.2 - Servicer's Annual Independent Accountant's Report



                                      -8-
<PAGE>

Deloitte & Touche, LLP                                   Telephone: 713/982-2000
Suite 2300                                               Facsimile: 713/892-2001
333 Clay Street
Houston, Texas  77002-4196


INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
     Litton Loan Servicing LP:

     We have examined  management's  assertion  about Litton Loan Servicing LP's
(the "Company")  compliance with the minimum servicing  standards  identified in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers as of and for the year ended December 31, 1998, included in
the  accompanying  management  assertion.  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  Company'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 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 of the Company's compliance with the minimum servicing standards.

     In our opinion,  Management's  assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.



/s/ Deloitte & Touche, LLP
Houston, Texas  January 5, 1999


                                      -9-




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