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: 333-24453
MELLON RESIDENTIAL FUNDING CORPORATION
(as depositor under the Pooling and Servicing Agreement, dated
as of December 1, 1998, which forms Mellon Residential Funding
Corporation Mortgage Pass-Through Certificates, Series 1998-TBC1.
MELLON RESIDENTIAL FUNDING CORPORATION MORTGAGE PASS-THROUGH
CERTIFICATE, SERIES 1998-TBC1
(Exact name of Registrant as specified in its Charter)
DELAWARE 23-2889067
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
ONE MELLON BANK CENTER, ROOM 410
PITTSBURGH, PENNSYLVANIA 15258
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(412) 236-6559
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:
Pooling and Servicing Agreement of Registrant dated as of December 1,
1998 (hereby incorporated herein by reference as part of the Registrant's
Current Report on Form 8-K as Exhibit 4.1, and filed with the Securities
and Exchange Commission on December 24, 1998).
Documents in Part II and Part IV incorporated herein by reference are as
follows:
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 16, 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 16, 1999.
PART I
ITEM 1. Business.
The trust fund (the "Trust") created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 1998 (the "Pooling and Servicing
Agreement"), among Mellon Residential Funding Corporation, as Depositor
(the "Depositor"), Boston Safe Deposit and Trust Company, as seller (the
"Seller") and as master servicer (the "Master Servicer"), and Bankers
Trust Company of California, N.A., as trustee (the "Trustee").
The Depositor will form a trust fund, and the trust fund will issue
Mortgage Pass-Through Certificates, Series 1998-TBC1. The Depositor
is offering only Class A-1, Class A-2, Class A-3, and Class X. The
Mortgage Pass-Through Certificates, Series 1998-TBC1 will consist of
the Class A-1, Class A-2, Class A-3, Class X and Class A-R
Certificates (collectively, the "Senior Certificates") and the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-5 and Class
B-6 Certificates (collectively, the "Subordinated Certificates").
The Senior Certificates and the Subordinated Certificates are
collectively referred to as the "Certificates". Only the Senior
Certificates and the Class B-1, Class B-2, Class B-3 Certificates
(collectively, the "Offered Certificates") are offered hereby.
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 Mellon Residential Funding Corporation
Mortgage Pass-Through Certificates, Series 1998-TBC1, 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 Mellon Residential Funding Corporation Mortgage Pass-Through
Certificates, Series 1998-TBC1 represents, in the aggregate, the
beneficial ownership in a trust fund consisting primarily of the
Mortgage Certificates. The Certificates are owned by Certificateholders
as trust beneficiaries. Strictly speaking, Registrant has no "common
equity," but for purposes of this Item only, the Registrant's Mortgage
Pass-Through Certificates, Series 1998-TBC1 are treated as "common
equity."
(a) Market Information. There is no established public trading market
for Registrant's Certificates. 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: 38.
(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, do not 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
December 28, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
January 25, 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:
Bankers Trust Company
John Lasher
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-TCB1
Class A-1
$7,200,000.00 (Original Principal Balance)
7.0% (Percentage of Class)
Chase Manhattan Bank/Broker & Dealer Clearance Department
Georgia Stanback
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1998-TCB1
Class A-1
$77,450,000.00 (Original Principal Balance)
79.0% (Percentage of Class)
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1998-TCB1
Class A-1
$5,000,000.00 (Original Principal Balance)
5.0% (Percentage of Class)
Boston Safe Deposit and Trust Company
Constance Holloway
c/o Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-TCB1
Class A-2
$10,000,000.00 (Original Principal Balance)
13.0% (Percentage of Class)
Chase Manhattan Bank
Orma Trim, Supervisor
4 New York Plaza
13th Floor
New York, NY 10004
Series 1998-TCB1
Class A-2
$34,000,000.00 (Original Principal Balance)
44% (Percentage of Class)
Citibank, N.A.
Marta Hoosain
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-TCB1
Class A-2
$7,000,000.00 (Original Principal Balance)
9.0% (Percentage of Class)
Merrill Lynch, Pierce Fenner & Smith Safekeeping
Veronica E. O'Neill
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Series 1998-TCB1
Class A-2
$12,750,000.00 (Original Principal Balance)
16.0% (Percentage of Class)
Wells Fargo Bank, National Association
Joel Gallant
26610 West Agoura Road
Calabasis, CA 91307
Series 1998-TCB1
Class A-2
$12,500,000.00 (Original Principal Balance)
16.0% (Percentage of Class)
The Bank of New York
Diana Karenbauer
925 Patterson Plank RD.
Secaucus, NJ 07049
Series 1998-TCB1
Class A-3
$8,675,000.00 (Original Principal Balance)
7.0% (Percentage of Class)
Bankers Trust Company
John Lasher
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-TCB1
Class A-3
$11,730,000.00 (Original Principal Balance)
10.0% (Percentage of Class)
Chase Manhattan Bank
Orma Trim, Supervisor
4 New York Plaza
13th Floor
New York, NY 10004
Series 1998-TCB1
Class A-3
$51,075,000.00 (Original Principal Balance)
42.0% (Percentage of Class)
Chase Manhattan Bank/Broker & Dealer Clearance Department
Georgia Stanbank
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1998-TCB1
Class A-3
$11,770,000.00 (Original Principal Balance)
10.0% (Percentage of Class)
Citibank, N.A.
Marta Hoosain
P.O. Box 30576
Tampa, FL 33630-3576
Series 1998-TCB1
Class A-3
$9,000,000.00 (Original Principal Balance)
7.0% (Percentage of Class)
Mellon Bank/Safekeeping
Janet Morton
27777 Inkster Road
Farmington Hills, MI 48333
Series 1998-TCB1
Class A-3
$6,500,000.00 (Original Principal Balance)
5.0% (Percentage of Class)
Mellon Bank/Mellon Financial Markets, Inc.
Tina Hitchins
One Mellon Bank Center
4th floor - 151-0440
Pittsburgh, PA 15258
Series 1998-TCB1
Class A-3
$18,525,000.00 (Original Principal Balance)
15.0% (Percentage of Class)
Neuberger Berman, LLC
Sal Buonocore
55 Water Street
27th Floor
New York, NY 10041
Series 1998-TCB1
Class A-3
$1,180,000.00 (Original Principal Balance)
10.0% (Percentage of Class)
PNC Bank, National Association
Glen Metzger
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
Series 1998-TCB1
Class A-3
$970,000.00 (Original Principal Balance)
8.0% (Percentage of Class)
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1998-TCB1
Class B-1
$3,070,000.00 (Original Principal Balance)
100.0% (Percentage of Class)
First Clearing Corporation
Wanda Kelly
10700 North Park Drive
Glen Allen, VA 23060
Series 1998-TCB1
Class B-2
$1,535,000.00 (Original Principal Balance)
100.0% (Percentage of Class)
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1998-TCB1
Class B-3
$1,535,000.00 (Original Principal Balance)
100.0% (Percentage of Class)
The Bank of New York/CDC Alpha
Rosa Mendez
One Wall Street
New York, NY 10286
Series 1998-TCB1
Class X
$283,925,523.00 (Original Principal Balance)
93.0% (Percentage of Class)
Charles Schwab & Co., Inc.
c/o ADP Proxy Services
Series 1998-TCB1
Class X
$23,000,000.00 (Original Principal Balance)
7.0% (Percentage of Class)
(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
December 28, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on March 16, 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 16, 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
January 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on March 16, 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 Pooling and
Servicing Agreement, dated as of December 1,
1998.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 18, 1999
EXHIBIT INDEX
Exhibit Document
1.1 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 16, 1999.
1.2 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 16, 1999.
1.3 The Pooling and Servicing Agreement of the Registrant dated as of
December 1, 1998 (hereby incorporated herein by reference and
filed as part of the Registrant's Current Report on Form 8-K as
Exhibit 4.1, and filed with the Securities and Exchange Commission
on December 24, 1998).
