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 April 29, 1999
(Commencement of Operations) to December 31, 1999
[ ] 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 333-65271-01
MELLON AUTO RECEIVABLES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 25-1831621
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
One Mellon Bank Center, Room 0410
Pittsburgh, PA 15258
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (412) 236-6559
MELLON AUTO RECEIVABLES CORPORATION
MELLON AUTO GRANTOR TRUST 1999-1
(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 10 of consecutively numbered pages.
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AMENDMENT NUMBER 1 OF 1
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MELLON AUTO RECEIVABLES CORPORATION
MELLON AUTO GRANTOR TRUST 1999-1
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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 1999.
Current Reports on Form 8-K, dated October 15, 1999, November 15,
1999, and December 15, 1999, 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.
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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 Collateral Agent under the Agreement
referred to herein
Date: May 15, 2000 By: /s/Jennifer Richardson
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Jennifer Richardson
Assistant Vice President
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EXHIBIT INDEX
Exhibit Description Page
99.1 Servicer's Annual Statements of Compliance 6
and Officers' Certification
99.2 Servicer's Annual Independent Accountants' Report 9
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EXHIBIT 99.1
Servicer's Annual Statement of Compliance
and Officers' Certification
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Mellon Bank
Loan Servicing Division
P.O. Box 149
Pittsburgh, PA 15230-0149
April 5, 2000
MANAGEMENT REPORT
As of and for the year ended December 31, 1999, Mellon Bank, N.A. has complied,
in all material respects, with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers, except for minimum servicing standards I.4., III.3., III.4.,
III.6., IV. 1., V.2., V.3., and V.4., which management of Mellon Bank, N.A. has
interpreted as being inapplicable to the servicing of the automobile loans held
by Mellon Auto Grantor Trust 1999-1. As of and for this same period, Mellon
Bank, N.A. had in effect a fidelity bond and errors and omissions policy in the
amount of $300,000,000.
/s/ Patrick Rryan
Patrick Ryan
First Vice President
Loan Servicing & Collections Division
/s/ Victor A. Bertoty
Victor A. Bertoty
First Vice President
Consumer Loan Center/Portfolio Mgmt. & Dev. Division
/s/ Philip K. Hamm
Philip K. Hamm
Senior Vice President
Consumer Lending Group
/s/ Daniel J. Tuccillo
Daniel J. Tuccillo
Senior Vice President
Consumer Financial Services
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Mellon Bank
Loan Servicing Division
P.O. Box 149
Pittsburgh, PA 15230-0149
OFFICER'S CERTIFICATE
MELLON BANK, N.A.
MELLON AUTO GRANTOR TRUST 1999-1
The undersigned, Patrick Ryan, a First Vice President of Mellon Bank, N.A.,
pursuant to Section 3.10 of the Pooling and Servicing Agreement, dated as of
April 1, 1999, by and among Mellon Auto Receivables Corporation, as Depositor
(the "Depositor"), Mellon Bank, N.A., as Seller and Master Servicer, Norwest
Bank Minnesota, N.A., as Trustee, and the Chase Manhattan Bank, as Collateral
Agent, does hereby certify as follows:
1. The undersigned is an officer of Mellon Bank, N.A. 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 Bank, N.A. during the year ended
December 31, 1999, 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 Bank, N.A. 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 condition of the Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate this 5th day of April, 2000.
MELLON BANK, N.A. as Master Servicer
By: /s/ Patrick Ryan
Name: Patrick Ryan
Title: First Vice President
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EXHIBIT 99.2
Servicer's Annual Independent Accountants' Report
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KPMG
One Mellon Bank Center Telephone 412.391.9710
Pittsburgh, PA 15219 Fax 412.391.8963
INDEPENDENT ACCOUNTANTS' REPORT
Mellon Auto Grantor Trust 1999-1
c/o Norwest Bank Minnesota, National Association, as Trustee:
We have examined management's assertion about Mellon Bank, N.A.'s compliance
with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers, except for minimum servicing standards I.4., I11.3., III.4., III.6.,
IV. 1., V.2., V.3., and V.4., which management of Mellon Bank, N.A. has
interpreted as being inapplicable to the servicing of the automobile loans held
by Mellon Auto Grantor Trust 1999-1, as of and for the year ended December 31,
1999, included in the accompanying Management Report. Management is responsible
for Mellon Bank, N.A.'s compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about Mellon
Bank, N.A.'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 Mellon Bank, N,A.'s compliance with
the aforementioned 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 Mellon Bank, N.A.'s compliance with the
minimum servicing standards.
In our opinion, management's assertion that Mellon Bank, N.A. has complied in
all material respects with the aforementioned minimum servicing standards as of
and for the year ended December 31, 1999, is fairly stated, in all material
respects.
/s/ KPMG, LLP
April 5, 2000
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