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 December 22, 1998 (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 333-38073-06
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.)
World Financial Center North Tower
250 Vesey Street, 17th Floor
New York, New York 10281-1315
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (212) 449-1000
MERRILL LYNCH MORTGAGE INVESTORS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C3
(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 or any amendment to this
Form 10-K. [X]
Documents incorporated by reference: None
Page 1 of 5
This report consists 9 of consecutively numbered pages.
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AMENDMENT NUMBER 1 OF 1
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MERRILL LYNCH MORTGAGE INVESTORS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C3
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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 17, 1999,
and December 16, 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 item reported in such Current Report was 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 Trustee under the Agreement referred
to herein
Date: November 21, 2000 By: /s/ Mary Boyle
-----------------------------
Mary Boyle
Assistant Vice President
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EXHIBIT INDEX
Exhibit Description
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Annual Independent Accountant's Report
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EXHIBIT 99.1 - Servicer's Annual Statement of Compliance
GE Capital Loan Services, Inc.
P.O. Box 671588, Houston, TX 77267
363 North Sam Houston Parkway East, Suite 1200
Houston, TX 77060
281 405-7000
March 28, 2000
Via Federal Express
The Chase Manhattan Bank, as Trustee
450 West 33rd Street, 8th Floor
New York, New York 1000l
Attention: Structured Finance Services-CMBS
GE Capital Realty Group, Inc., as Special Servicer
16479 Dallas Parkway, Suite 400
Addison, Texas 75001
Attention: Legal Dept.
Merrill Lynch Mortgage Investors, Inc.,
Mortgage Pass-Through Certificates, Series 1998-C3
Moody's Investors Service, Inc., as Rating Agency
99 Church Street
New York, New York 10007
Attention: CMBS Monitoring
GECC, as Controlling Class Representative
125 Park Ave. 10th Floor
New York, New York 10017
Attention: Dan Vinson
Standard & Poor's Ratings Group, as Rating Agency
25 Broadway
New York, New York 10004
Attention: Real Estate Ratings Group,Surveillance Manager
Merrill Lynch, as Underwriter
World Financial Center, North Tower 26th Floor
250 Vesey Street
New York, New York 10281
Attention: Barry Blattman
Re: Annual Statement as to Compliance
Merrill Lynch Mortgage Pass-Through Certificates, Series 1998-C3
In accordance with Section 3.13 of the Pooling and Servicing Agreement (the
"Agreement") dated as of December 1, 1998, entered into in connection with the
above-referenced Certificates, the undersigned officer of GE Capital Loan
Services, Inc. (the "Master Servicer") hereby certifies that (i) a review of the
activities of the Master Servicer for the period of time from December 1, 1998
through December 31, 1999 and of its performance under the Agreement has been
made under such officer's supervision, (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has fulfilled all its
obligations under the Agreement in all material respects throughout such period,
and (iii) the Master Servicer has received no notice regarding qualification, or
challenge to the status of any portion of the Trust Fund as a REMIC from the
Internal Revenue Service or any other governmental agency or body.
/s/ Pat McEntee
Pat McEntee, Vice President, on behalf of GE Capital Loan
Services, in its capacity as Servicer
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EXHIBIT 99.2 - Servicer's Annual Independent Accountant's Report
Arthur Andersen LLP
711 Louisiana Street, Suite 1300
Houston, Texas 77002
To GE Capital Loan Services, Inc.
We have examined management's accompanying assertion about GE Capital Loan
Services, Inc.'s (GECLS) compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) as of and for the year ended
December 31, 1999, in relation to its servicing of multifamily and commercial
mortgage loans and that GECLS had in effect a fidelity bond and errors and
omissions policy in the amount of $550,000,000 as of December 31, 1999. Our
examination included all third-party loan portfolios. Management is responsible
for GECLS' compliance with those servicing standards and for maintaining a
fidelity bond and errors and omissions policy. Our responsibility is to express
an opinion on management's assertion 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 GECLS' 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 GECLS' compliance with the minimum servicing standards.
In our opinion, management's accompanying assertion that GECLS complied in all
material respects with the aforementioned minimum servicing standards and had in
effect a fidelity bond and errors and omissions policy in the amount of
$550,000,000 as of December 31, 1999, is fairly stated, in all material
respects.
/s/ Arthur Andersen LLP
Houston, Texas
January 14, 2000
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GE Capital Loan Services, Inc.
P.O. Box 671588, Houston, TX 77267
363 North Sam Houston Parkway East, Suite 1200
Houston, TX 77060
281 405-7000
January 14, 2000
Arthur Andersen LLP
711 Louisiana Street
Suite 1300
Houston, Texas 77002
As of and for the year ended December 31, 1999, GE Capital Loan Serivces, Inc.'s
("GECLS") servicing of multi-family and commerical mortgage loans has complied
in all material respects with the minimum servicing standards set forth in the
Mortgage Bankers Associaation of America's Uniform Single Attestation Program
for Mortgage Bankers. GECLS' Fidelity Bond and Errors and Omissions policies
provide coverage of up to $550,000,000 as of December 31, 1999. For other errors
and omission liabilities GECLS is self-insured for risks of errors and omissions
in the performance of its commercial mortgage loan servicing business by General
Electric Capital Corporation, its corporate parent.
/s/ Joseph F. Beggins
President and Chief Executive Officer
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