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 May 1, 1998, which forms Mellon Residential Funding
Corporation Mortgage Pass-Through Certificates, Series 1998-2.
MELLON RESIDENTIAL FUNDING CORPORATION MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-2
(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.
ITEM 8. Financial Statements and Supplementary Data.
Annual Statement of Compliance
Independent Accountant's Report
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
Annual Statement of Compliance
Independent Accountant's 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 May 1,
1998.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: July 12, 1999
EXHIBIT INDEX
Exhibit Document
1.1 Annual Statement of Compliance
1.2 Independent Accountant's Report
Alliance
MORTGAGE COMPANY
Michael C. Koster
Executive Vice President
Loan Administration
Annual Statement of Compliance
I certify that:
(I) A review of the activities of the Master Servicing during the period
from January 1, 1998 through December 31, 1998 and the Pooling
Servicing Agreement (the "Agreement") has been made under my
supervision; and
(II) To the best of my knowledge, based on such review, the Master Servicer
has fulfilled all of its obligations under this Agreement throughout
such year, or, if there has been a default in the fulfillment of any
obligation, such default is listed below: NONE
/s/ Michael C. Koster
Michael C. Koster
Executive Vice President
Alliance Mortgage Company
April 23, 1999
Post Office Box 2109 Jacksonville, FL 32232-0001 904-281-6299
Mellon Bank Loan Servicing Division
P.O. Box 149
Pittsburgh, PA 15230-0149
OFFICER'S CERTIFICATE
MELLON MORTGAGE COMPANY
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-2
The undersigned, Michael J. Kula, Chief Operating Officer of Mellon
Mortgage Company, pursuant to Section 3.16 of the Pooling and Servicing
Agreement, dated as of May 1, 1998, by and among Mellon Residential Funding
Corporation, as Depositor (the "Depositor"), Mellon Mortgage Company and Bear
Stearns Mortgage Capital Corporation, as Sellers, Mellon Mortgage Company and
Norwest Bank Minnesota, National Association, as Master Servicers, and Bankers
Trust Company of California, N.A., as Trustee (the "Trustee")
(the "Agreement"), does hereby certify as follows:
1. The undersigned is an officer of Mellon Mortgage Company who is
duly authorized to execute and deliver this Officer's Certificate to the
Depositor and Trustee pursuant to the Agreement.
2. A review of the activities of Mellon Mortgage Company during the
year ended December 31, 1998, with regard to its performance under the
Agreement has been conducted under the supervision of the undersigned.
3. To the best knowledge of the undersigned, Mellon Mortgage Company
has fulfilled its obligations under the Agreement throughout such year, and is
not in default in the performance, observance or fulfillment of or compliance
with any of the terms, provisions covenants and conditions of the Agreement,
except for the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers' minimum servicing standard I.1.
relating to ensuring that all custodial and clearing accounts are reconciled on
a monthly basis and that reconciling items are cleared in a timely manner in
the Denver Servicing Center.
IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate this 28th day of April, 1999.
MELLON MORTGAGE COMPANY, as
Master Servicer
By /s/ Michael J. Kula
Name: Michael J. Kula
Title: Chief Operating Officer
KPMG
700 Louisiana
Houston, TX 77002
713 319 2000
Fax 713 319 2041
Independent Auditors' Report
The Board of Directors
Mellon Mortgage Company:
We have examined management's assertion about Mellon Mortgage Company's
(the Company) compliance with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's (MBA) Uniform Single
Attestation Program for Mortgage Bankers, as of and for the year ended
December 31, 1998, included in the accompanying Management Assertion
(Residential Mortgage Loan Servicing). 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 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 the Company's
compliance with the minimum servicing standards.
In our opinion, management's assertion that Mellon Mortgage Company has
complied in all material respects with the aforementioned minimum
servicing standards, except minimum servicing standard I.1. related to
ensuring that all custodial and clearing accounts are reconciled on a
monthly basis and reconciling items are cleared in a timely manner in the
Denver Servicing Center, as of and for the year ended December 31, 1998,
is fairly stated, in all material respects.
KPMG LLP
January 22, 1999
Mellon Mortgage
1900 St. James Place
Suite 400
Houston, TX 77066
January 22, 1999
MANAGEMENT ASSERTION
(RESIDENTIAL MORTGAGE LOAN SERVICING)
As of the and for the year ended December 31, 1998, Mellon Mortgage
Company has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's (MBA)
Uniform Single Attestation Program for Mortgage Bankers, except for
minimum servicing standard I.1. related to ensuring that all custodial and
clearing accounts are reconciled on a monthly basis and that reconciling
items are cleared in a timely manner in the Denver Servicing Center. As
of and for this same period, Mellon Mortgage Company had in effect a
fidelity bond in the amount of $300,000,000 and errors and omission policy
on the amount of $35,000,000 and did not receive a notice from its insurer
(Aetna) that the insurer has taken or intends to take action to cancel,
reduce, not renew, or restrictively modify the fidelity or mortgagee's E&O
policies for any reason.
Sincerely,
/s/Paul Holmes /s/Michael L. Kula /s/Steven G. Froseth
Paul Holmes Michael L. Kula Steven G. Froseth
President & CEO Chief Operating Officer Chief Financial Officer
