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, 1999
Commission file number: 333-24453-07
MELLON RESIDENTIAL FUNDING CORPORATION
(as depositor under the Pooling and Servicing Agreement, dated
as of March 1, 1999, which forms Mellon Bank Residential Funding
Mortgage Pass-Through Certificates, Series 1999-TBC1.
MELLON RESIDENTIAL FUNDING CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-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, 1999: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31, 1999:
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 March 1,
1999 (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 March 8, 1999).
Documents in Part II and Part IV incorporated herein by reference are
as follows:
Monthly Remittance Statement to the Certificateholders dated as of
April 26, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on May 6, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
May 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on June 4, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
June 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on July 7, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
July 26, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on August 2, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
September 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on October 15, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on November 4, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 12, 2000.
PART I
ITEM 1. Business.
The trust fund (the "Trust") created pursuant to a Pooling and
Servicing Agreement dated as of March 1, 1999 (the "Pooling and
Servicing Agreement") among Mellon Residential Funding Corporation,
as Depositor (the "Depositor"), Boston Safe Deposit and Trust
Company, a Massachusetts trust company, as seller (in such
capacity, the "Seller") and as master servicer (in such capacity,
the "Master Servicer"), Mellon bank, N.A. as national banking
association organized under the laws of the United States, as
standby purchaser (the "Standby Purchaser"), 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 1999-TBC1. The Mortgage
Pass-Through Certificates, Series 1999-TBC1 will consist of the Class
A-1, Class A-2, Class A-3, and Class X. The Mortgage Pass-Through
Certificates, Series 1999-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, 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 1999-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 1999-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
Series 1999-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, 1999 was: 32.
(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 26, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
May 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
June 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
July 26, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
September 27, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
January 25, 2000.
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8-K/A.
Independent Accountant's Report on Servicer's will be subsequently
filed on Form 8-K/A.
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, 1999, 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:
CHASE BANK/GREENWICH CAPITAL
GEORGIA STANBACK
4 NEW YORK PLAZA
21 FLOOR
NEW YORK, NY 10004
SERIES 1999-TBC1
CLASS A-1
$39,725,000
55.0%
INVESTORS FIDUCIARY TRUST COMPANY/SSB
JOSEPH J. CALLAHAN
1776 HERITAGE DRIVE
GLOBAL CORPORATE ACTION UNIT JAB 5NW
NO. QUINCY, MA 02171
SERIES 1999-TBC1
CLASS A-1
$7,837,500
11.0%
UNION BANK OF CALIFORNIA, N.A.
MELINDA PELLETIER
P.O. BOX 109
NO. QUINCY, MA 02171
SERIES 1999-TBC1
CLASS A-1
$21,687,500
30.0%
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 1999-TBC1
CLASS A-2
$15,000,000
24.0%
CHASE MANHATTAN BANK/FI-TRAC 2
MONICA WATSON
4 NEW YORK PLAZA
NEW YORK, NY 10004
SERIES 1999-TBC1
CLASS A-2
$46,250,000
73.0%
BANKERS TRUST COMPANY
JOHN LASHER
C/O BT SERVICES TENNESSEE INC.
648 GRASSMERE PARK DRIVE
NASHVILLE, TN 37211
SERIES 1999-TBC1
CLASS A-3
$6,143,453
6.0%
CHASE MANHATTAN BANK
ORMA TRIM SUPERVISOR
4 NEW YORK PLAZA
13TH FLOOR
NEW YORK, NY 10004
SERIES 1999-TBC1
CLASS A-3
$50,000,000
46.0%
INVESTORS FIDUCIARY TRUST COMPANY/SSB
JOSEPH J. CALLAHAN
1776 HERITAGE DRIVE
GLOBAL CORPORATE ACTION UNIT JAB 5NW
NO. QUINCY, MA 02171
SERIES 1999-TBC1
CLASS A-3
$23,900,000
22.0%
MERRILL LYNCH, PIERCE FENNER & SMITH SAFEKEEPING
VERONICA E. O'NEILL
4 CORPORATE PLACE
CORPORATE PARK 287
PISCATAWAY, NJ 08855
SERIES 1999-TBC1
CLASS A-3
$10,000,000
9.0%
STATE STREET BANK AND TRUST COMPANY
JOSEPH J. CALLAHAN
1776 HERITAGE DRIVE
GLOBAL CORPORATE ACTION UNIT JAB 5NW
NO. QUINCY, MA 02171
SERIES 1999-TBC1
CLASS A-3
$7,452,828
7.0%
THE BANK OF NEW YORK/CDC ALPHA
ROSA MENDEZ
ONE WALL STREET
NEW YORK, NY 10286
SERIES 1999-TBC1
CLASS X
$251,512,988
100.0%
CHASE MANHATTAN BANK
ORMA TRIM SUPERVISOR
4 NEW YORK PLAZA
13TH FLOOR
NEW YORK, NY 10004
SERIES 1999-TBC1
CLASS B-1
$1,886,000
100.0%
CHASE MANHATTAN BANK
ORMA TRIM SUPERVISOR
4 NEW YORK PLAZA
13TH FLOOR
NEW YORK, NY 10004
SERIES 1999-TBC1
CLASS B-2
$1,258,000
100.0%
BANK OF NEW YORK (THE)
CECILE LAMARCO
925 PATTERSON PLANK RD.
SECAUCUS, NJ 07094
SERIES 1999-TBC1
CLASS B-3
$350,000
28.0%
CITIBANK, N.A.
MARTA HOOSIAN
P.O. BOX 30576
TAMPA, FL 33630-3576
SERIES 1999-TBC1
CLASS B-3
$350,000
28.0%
FLEET NATIONAL BANK
MS. JOBETH RATH
FLEET SERVICES CORP
2ND FLOOR NYROT02B
ROCHESTER, NY 14638
SERIES 1999-TBC1
CLASS B-3
$558,000
44.0%
(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, 1999, 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 26, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on May 6, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
May 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on June 4, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
June 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on July 7, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
July 26, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on August 2, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
September 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on October 15, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on November 4, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 12, 2000.
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8-K/A.
Independent Accountant's Report on Servicer's servicing activities is
not currently available and will be subsequently filed on Form 8-K/A.
(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 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on November 4, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 12, 2000.
(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 March 1,
1999.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 22, 2000
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Remittance Statement to the Certificateholders dated as
of April 26, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on May 6, 1999.
1.2 Monthly Remittance Statement to the Certificateholders dated as
of May 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on June 4, 1999.
1.3 Monthly Remittance Statement to the Certificateholders dated as
of June 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on July 7, 1999.
1.4 Monthly Remittance Statement to the Certificateholders dated as
of July 26, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on August 2, 1999.
1.5 Monthly Remittance Statement to the Certificateholders dated as
of August 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1999.
1.6 Monthly Remittance Statement to the Certificateholders dated as
of September 27, 1999, and filed with the Securities and
Exchange Commission on Form 8-K on October 15, 1999.
1.7 Monthly Remittance Statement to the Certificateholders dated as
of October 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on November 4, 1999.
1.8 Monthly Remittance Statement to the Certificateholders dated as
of November 25, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1999.
1.9 Monthly Remittance Statement to the Certificateholders dated as
of December 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 12, 2000.
2.0 The Pooling and Servicing Agreement of the Registrant dated as
of March 1, 1999 (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 March 8, 1999).
