THIS DOCUMENT IS A COPY OF THE REGISTRANT'S CURRENT REPORT
ON FORM 8-K FILED ON NOVEMBER 17, 1995.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 1995
MERRILL LYNCH MORTGAGE INVESTORS, INC.
-------------------------------------------------------------------
(Exact name of registrant as specified in its governing instruments)
Delaware 33-97652 13-3416059
- ---------------------------- ---------------- ------------------
(State or other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
World Financial Center
North Tower
New York, New York 10281
----------------------------------------
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 449-5849
Exhibit index appears on
page 5
================================================================================
Page 1 of 14
<PAGE>
Item 5. Other Events
On or about November 29, the Registrant will cause the issuance and sale of
approximately $643,600,375 initial principal amount of Mortgage Pass-Through
Certificates, Series 1995-C3, Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D, Class IO, Class E, Class F, Class G, Class R-I and Class R-II
(collectively, the "Certificates") pursuant to a Pooling and Servicing Agreement
to be dated as of November 1, 1995, among the Registrant, Bankers Trust Company
as master servicer, Criimi Mae Services Limited Partnership as special servicer
and Union Bank as trustee.
In connection with the sale of the Series 1995-C3, Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D and Class IO Certificates (collectively,
the "Underwritten Certificates"), the Registrant has been advised by Merrill
Lynch, Pierce, Fenner & Smith Incorporated and First Union Capital Markets Corp.
(together, the "Underwriters") that the Underwriters have, following the
effective date of Registration Statement No. 33-97652, furnished to prospective
investors (i) a structural term sheet setting forth a brief written description
of the Underwritten Certificates (the "Structural Term Sheet") and (ii) a
collateral term sheet setting forth certain information about the mortgage loans
underlying the offering of the Underwritten Certificates (the "Collateral Term
Sheet," and together with the Structural Term Sheet, the "Term Sheets") and
(iii) computational materials setting forth various yield calculations using
different prepayment rates. The Term Sheets are being filed as an exhibit to
this report.
The Term Sheets have been provided by the Underwriters. The information in
the Term Sheets is preliminary and will be superseded by the Prospectus
Supplement relating to the Certificates and by any other information
subsequently filed with the Securities and Exchange Commission.
Page 2 of 14
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Item 601(a) of Regulation
Exhibit Number S-K Exhibit No. Description
- -------------- --------------- -------------------------
1 99 Structural and Collateral
Term Sheets
Page 3 of 14
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
MERRILL LYNCH MORTGAGE INVESTORS, INC.
By: /s/ Bruce L. Ackerman
----------------------
Name: Bruce L. Ackerman
Title: Vice President
Dated: November 16, 1995
Page 4 of 14
<PAGE>
EXHIBIT INDEX
Item 601(a) of
Regulation S-K Sequentially
Exhibit Number Exhibit No. Description Numbered Page
- -------------- -------------- ----------- -------------
1 99 Structural and Page 5 of 14
Collateral Term
Sheets
Page 5 of 14
THIS DOCUMENT IS A COPY OF THE EXHIBIT TO THE REGISTRANT'S
CURRENT REPORT ON FORM 8-K FILED ON NOVEMBER 17, 1995.
Underwriter's Statement
MLMI Mortgage Pass-Through Certificates, Series 1995-C3-$553,496,000
The attached Structural Term Sheet and Collateral Term Sheet (the "Term
Sheets") are privileged and confidential and are intended for use by the
addressee only. These Term Sheets are furnished to you solely by Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and First Union Capital
Markets Corp. ("First Union") and not by the issuer of the securities or any of
it affiliates. The issuer of the securities has not prepared or taken part in
the preparation of these materials. The Term Sheets are based upon information
made available to Merrill Lynch or First Union. None of Merrill Lynch, First
Union, the issuer of the securities, or any of or their affiliates makes any
representation as to the accuracy or completeness of the information herein. The
information herein is preliminary, and will be superseded by the applicable
prospectus supplement and by any other information subsequently filed with the
Securities and Exchange Commission. They may not be provided to any third party
other than the addressee's legal, tax, financial and/or accounting advisors for
the purposes of evaluating said material.
No assurance can be given as to the accuracy, appropriateness or
completeness of the Term Sheets in any particular context; or as to whether the
Term Sheets reflect future performance. These Term Sheets should not be
construed as either projections or predictions or as legal, tax, financial or
accounting advice.
Any yields or weighted average lives shown in the Term Sheets are based on
prepayment and other assumptions and actual experience may dramatically affect
such yields or weighted average lives. The principal amount and designation of
any security described in the Term Sheets are subject to change prior to
issuance.
Although a registration statement (including the prospectus) relating to
the securities discussed in the Structural Term Sheet has been filed with the
Securities and Exchange Commission and is effective, the final prospectus
supplement relating to such securities has not been filed with the Securities
and Exchange Commission. This communication shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state. Prospective purchasers are referred to the final prospectus and
prospectus supplement relating to the securities discussed in the Structural
Term Sheet for definitive terms of the securities and the collateral. A final
prospectus and prospectus supplement may be obtained by contacting the Merrill
Lynch Trading Desk at (212) 449-5320 or First Union at (704) 374-4565.
Please be advised that mortgage-backed and/or asset-backed securities may
not be appropriate for all investors. Potential investors must be willing to
assume, among other things, market price volatility, prepayments, yield curve
and interest rate risks. Investors should fully consider the risk of an
investment in these securities.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
Page 6 of 14
<PAGE>
Investor Preliminary - Structural Term Sheet MLMI Mortgage Pass-Through
Certificates, Series 1995-C3 - $553,496,000
- --------------------------------------------------------------------------------
Dated: November 15, 1995
<TABLE>
<CAPTION>
Offered Securities:
NWAC-Spread
S&P/Duff Principal Initial Approx. Avg. Principal
Class Ratings Amount Coupon Price Life Window Sub.
----- -------- --------- ----------- ------- ---- --------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 AAA/AAA 135.2 mm 6.776% 101-00 5.3 12/95 to 11/02 31%
A-2 AAA/AAA 32.2 mm 6.857% 101-00 7.5 11/02 to 8/04 31%
A-3 AAA/AAA 276.7 mm 6.985% 101-00 9.8 8/04 to 11/05 31%
B AA/AA 38.6 mm 7.192% 101-00 10.0 11/05 to 11/05 25%
C A/A 32.2 mm 7.439% 101-00 10.0 11/05 to 11/05 20%
D BBB/BBB 38.6 mm 7.932% 101-00 10.0 11/05 to 11/05 14%
IO NR/AAA -- 1.499% 8-04 8.6 12/95 to 11/05 --
</TABLE>
- ----------
* Subordinated Certificates totaling $90.1mm.
o Issue: Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through
Certificates, Series 1995-C3.
o The Offering: Fixed rate commercial mortgage-backed securities having an
estimated aggregate initial Certificate Balance of $553,496,000. Subordinated
certificates will be offered privately in an estimated aggregate initial
Certificate Balance of $90,104,375.
o Rating Agencies: Standard & Poor's, Duff & Phelps
o Underwriters: Merrill Lynch & Co. and First Union Capital Markets Corp.
o Cut-Off Date: November 1, 1995 (except for loans originated on November 2nd
or 3rd, in which case the date of origination).
o Interest Accrual Period: 1st to the 1st (24 day delay)
o Closing Date: November 29, 1995
o First Distribution Date: December 26, 1995
o Rated Final Distribution Date: December 26, 2025
o Master Servicer: Bankers Trust Company
o Special Servicer: CRIIMI MAE, Inc.
o Trustee: Union Bank
o Advancing: Yes-Through liquidation. No advance of balloon amounts
o Compensating Interest: Yes, to the extent of servicing fee.
o Expected Pricing Date: November 21, 1995
o Minimum Denomination: $100,000
o Delivery: DTC, CEDE & Co.
o SMMEA: None of the Offered Classes is SMMEA eligible.
o Tax Treatment: REMIC
o Allocation of Prepayment Penalties:
- Prepayment premiums are allocated 25% to Classes A-1, A-2, A-3, B, C and D
sequentially. The remainder will go to Class IO.
- Yield Maintenance charges will be allocated to Classes A-1, A-2, A-3, B, C
and D subject to individual formula. Class IO will receive any remaining
amounts after the above allocation is distributed.
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Structural Term Sheet does not include all relevant information
relating to the securities described herein, particularly with respect to the
risks and special considerations associated with an investment in such
securities. All structural information contained herein is preliminary and it is
anticipated that such information will change. Any information contained herein
will be more fully described in, and will be fully superseded by, the
descriptions of the structure in the preliminary prospectus supplement and Final
Prospectus. Although the information contained in this Structural Term Sheet is
based on sources which Merrill Lynch, Pierce, Fenner & Smith, Incorporated,
("Merrill Lynch") or First Union Capital Markets Corp. ("First Union") believes
to be reliable, Merrill Lynch and First Union make no representation or warranty
that such information is accurate or complete. Such information should not be
viewed as projections, forecasts, predictions or opinions with respect to value.
Merrill Lynch and/or First Union, its or their affiliates may in the future have
a position in the securities discussed herein and may purchase or sell the same
on a principal basis or as agent for another person. In addition, Merrill Lynch
and/or First Union and certain of its or their affiliates may currently be
providing investment banking and other services to the Issuer of such securities
and the borrowers and their affiliates. Prior to making any investment decision,
a prospective investor should receive and fully review the Final Prospectus.
NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES.
Merrill Lynch
(212) 449-5320
First Union Capital Markets Corp.
(704) 374-4565
Page 7 of 14
<PAGE>
Investor Preliminary - Collateral Term Sheet
MLMI Mortgage Pass-Through Certificates, Series 1995-C3 - $553,496,000
- --------------------------------------------------------------------------------
Dated: November 15, 1995
o Properties: 149 commercial and multifamily properties located in 33 states.
(61.5 % multifamily, 23.6 % retail, 8.1% healthcare facilities,
3.2% hospitality, 1.4% office, 1.4% industrial/warehouse, 0.8%
mobile home park.)
No release or substitution of properties permitted.
o Loans: 100% fixed rate; 91.6% balloons.
All new originations through conduit programs.
First Union contributed 57.7%, Merrill Lynch contributed 42.3%,
Most loans were originated as 7 and 10 year balloons and have an
average balance of $4.3 million. Two of the loans within the pool are
Cross-Collateralized or Cross-Defaulted.
o Gross WAC / WAM / Wtd. Avg. DSCR: 8.70% / 10.7 years / 1.36x.
o Call Protection: Currently 95% are locked out and 5% have yield maintenance.
Loan Information
----------------
Total Balance: $643.6 million (149 loans)
Avg/Max Balance: $4.3 million/$24 million
Loan Types: All fixed rate, 91.6% balloons.
Loan Terms: 86.8% originally 5, 7, or 10 yr. balloons.
Gross WAC: 8.70% (Range (equal) 7.84%-11.42%)
Net WAC: 8.53%
Avg Seasoning: 4 months (100% originated in 1994/95)
Stated RTM: 10.7 years
WA DSCR: 1.36x
Call Protection: All currently locked out or yield maintenance.
Borrower Concentration: None greater than 7% of the pool.
<TABLE>
<CAPTION>
Property Type Distribution
--------------------------
%
Type # (by Bal) DSCR
---- -- ------- ----
<S> <C> <C> <C>
Multi: 91 61.5% 1.33x
Retail: 36 23.6% 1.32x
Healthcare: 9 8.1% 1.63x
Hotel: 6 3.2% 1.41x
Office: 2 1.4% 1.37x
Ind/Ware: 4 1.4% 1.36x
Mobile Home: 1 0.8% 1.30x
--- ---- -----
Tot/Avg: 149 100% 1.36x
</TABLE>
<TABLE>
<CAPTION>
State Distribution
------------------
(Total of States)
Bal %
State # (mm) (by Bal)
----- -- ---- --------
<S> <C> <C> <C>
Texas: 33 $130 20%
California: 15 103 16%
Massachusetts: 16 49 8%
Florida: 8 39 6%
All others (less than) 6%: 77 323 50%
--- ---- ----
Totals 149 $644 100%
</TABLE>
<TABLE>
<CAPTION>
Prepayment Restrictions as of the Cut-Off Date by Original Term
Currently 95% are Locked Out and 5% have Yield Maintenance
Lockout
Then Yield Remaining
Lockout Maintenance Lockout Yield Years To:
# Lockout Then Then Then Maintenance --------------
Original of Bal Then Yield Declining Declining Open to Declining Yield End of Begin
Term Loans (mm) % Pool Run % Rate Maintenance Penalty % Penalty % Prepay Penalty % Maintenance Lockout Open
- -------- ----- ---- ------ ----- ----- ----------- --------- --------- ------- --------- ----------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 Yr
Balloon 2 $7.2 1.12% 1% 10.747% 0.0% 100.0% 0.0% 0.0% 0.0% 0.0% 1.8 4.0
6.5 Yr
Balloon 1 4.7 0.74 2 9.840 0.0 0.0 0.0 0.0 0.0 100.0 0.0 4.5
7 Yr
Balloon 17 87.4 13.59 15 8.864 26.0 59.9 0.0 0.0 14.0 0.0 3.4 6.5
10 Yr
Balloon 105 463.8 72.07 88 8.584 46.2 39.9 12.1 0.0 0.0 1.8 4.1 9.4
15 Y
Balloon 6 21.0 3.26 91 8.185 0.0 100.0 0.0 0.0 0.0 0.0 8.0 14.8
25 Yr
Balloon 2 5.4 0.84 92 8.516 0.0 0.0 0.0 100.0 0.0 0.0 15.1 15.0
Full
Amortizing 16 54.0 8.38 100 9.312 0.0 44.3 0.0 42.9 12.7 0.0 11.3 17.3
--- ------ ------ --- ----- ---- ---- --- ---- ---- --- ---- ----
Totals/
Wtd. Avgs. 149 $643.6 100.00% 100% 8.703% 36.8% 45.0% 8.7% 4.4% 3.0% 2.0% 4.8 9.8
</TABLE>
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Collateral Term Sheet does not include all relevant information
relating to the collateral described herein, particularly with respect to the
risks and special considerations associated therewith. All collateral
information contained herein is preliminary and it is anticipated that such
information may change. Any information contained herein will be more fully
described in, and will be fully superseded by, the descriptions of the
collateral in the preliminary prospectus supplement and Final Prospectus.
Although the information contained in this Collateral Term Sheet is based on
sources which Merrill Lynch, Pierce, Fenner & Smith, Incorporated, ("Merrill
Lynch") or First Union Capital Markets Corp. ("First Union") believes to be
reliable, Merrill Lynch and First Union make no representation or warranty that
such information is accurate or complete. Such information should not be viewed
as projections, forecasts, predictions or opinions with respect to value. Prior
to making any investment decision, a prospective investor should receive and
fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
Merrill Lynch
(212) 449-5320
First Union Capital Markets Corp.
(704) 374-4565
This Collateral Term Sheet and the information contained herein will be
superseded by the description of the collateral contained in the Prospectus
Supplement and supersede all prior Collateral Term Sheets and the information
contained therein.
Page 8 of 14
<PAGE>
Investor Preliminary - Collateral Term Sheet
MLMI Mortgage Pass-Through Certificates, Series 1995-C3 - $553,496,000
- --------------------------------------------------------------------------------
o Loans With Lockouts: The weighted average term to end of lockout is 4.8
years. 131 of the locked out loans typically have some form of prepayment
protection after the lockout period has expired. These penalties are
summarized as follows:
<TABLE>
<CAPTION>
%
Lockout Terms # of Loans Balance (By Balance)
- ------------- ---------- ------- ------------
<S> <C> <C> <C>
Locked out then Declining Penalty 54 $289.7 45.0%
Locked out then Yield Maintenance 62 236.8 36.8
Locked out then Yield Maintenance
then Declining Penalty % 15 56.3 8.7
Locked out then open to Prepay 10 28.6 4.5
--- ------ --
Totals 141 $611.4 95%
</TABLE>
o Loans Currently With Yield Maintenance: Of the loans that have Yield
Maintenance penalties following the lockout period, 45.5% are subject to a
minimum penalty of 1% of the then outstanding balance or the yield
maintenance premium calculated. Generally, this penalty is calculated at
Treasuries +50 bps. These loans can be broken down into two categories.
<TABLE>
<CAPTION>
Wtd. Avg.
Balance % Years Till Yield
# of Loans (mm) (By Balance) Maintenance Ends
---------- ------- ------------ ----------------
<S> <C> <C> <C> <C>
Yield Maintenance then Open 5 $13.0 2.0% 7.5
Yield Maintenance to Declining Penalty 3 19.2 3.0 6.5
- ----- --- ---
Totals 8 $32.2 5.0% 6.9
</TABLE>
<TABLE>
<CAPTION>
Loan/Credit Characteristics by Property Type
Wtd. Wtd. Avg. Loan Maximum
Balance # of % by Wtd. Avg. Cut Off Balloon Balance Balance Avg. Loan
(MM) Loans Balance DSCR LTV LTV (MM) (MM) Size to Size
------- ----- ------- --------- ------- ------ --------- -------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Multifamily $361.1 80 56.1% 1.34x 73.2 64.2 4.5 15.6 202 Units $25,455/Unit
Section 42 34.6 11 5.4 1.20x 75.4 31.7 3.1 6.7 193 Units 17,688/Unit
----- -- ---- ---- ---- ---- --- ---- --------------- --------------
Multifamily Subtotals 395.7 91 64.5 1.33x 73.4 63.7 4.3 15.6 201 Units $24,776/Unit
Anchored 100.4 16 15.6 1.29x 70.4 59.1 6.3 24.0 114,405 Sq. Ft. $103/Sq. Ft.
Unanchored 51.4 20 8.0 1.37x 65.2 54.1 2.6 8.4 43,476 Sq. Ft. 90/Sq. Ft.
----- -- ---- ---- ---- ---- --- ---- --------------- --------------
Retail Subtotals 151.8 36 23.6 1.32x 68.7 57.4 4.2 24.0 75,000 Sq. Ft. $98/Sq. Ft.
Assisted Living 26.7 5 4.2 1.59x 63.6 55.9 5.3 6.9 138 Beds 40,030/Bed
Continuum Care 13.2 1 2.1 1.49x 66.2 57.7 13.2 13.2 226 Beds 58,589/Bed
Nursing Home 12.1 3 1.9 1.87x 64.0 54.3 4.0 5.4 141 Beds 30,147/Bed
----- -- ---- ---- ---- ---- --- ---- --------------- --------------
Healthcare Subtotals 52.0 9 8.1 1.63x 64.4 56.0 5.8 13.2 149 Beds 42,466/Bed
Hotels Flagged 6.1 1 1.0 1.29x 60.2 56.2 6.1 6.1 175 Keys 34,743/Key
Motels Flagged 14.7 5 2.2 1.46x 66.6 55.2 2.9 5.2 169 Keys 18,276/Key
----- -- ---- ---- ---- ---- --- ---- --------------- --------------
Hospitality Subtotals 20.8 6 3.2 1.41x 64.7 56.1 3.5 6.1 170 Keys 23,084/Key
Industrial/
Warehouse: 9.3 4 1.5 1.36x 63.9 53.6 2.3 3.6 127,703 Sq. Ft. $25/Sq. Ft.
Office: 9.0 2 1.4 1.37x 65.1 54.4 4.5 5.0 92,029 Sq. Ft. $50/Sq. Ft.
Mobile Home Park: 5.0 1 0.8 1.30x 76.9 68.0 5.0 5.0 327 Units $15,291/Unit
----- -- ---- ---- ---- ---- --- ---- --------------- --------------
Totals/Averages: $643.6 149 100.0% 1.36x 71.0% 61.2% $4.3 $24.0 -- --
</TABLE>
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Collateral Term Sheet does not include all relevant information
relating to the collateral described herein, particularly with respect to the
risks and special considerations associated therewith. All collateral
information contained herein is preliminary and it is anticipated that such
information may change. Any information contained herein will be more fully
described in, and will be fully superseded by, the descriptions of the
collateral in the preliminary prospectus supplement and Final Prospectus.
Although the information contained in this Collateral Term Sheet is based on
sources which Merrill Lynch, Pierce, Fenner & Smith, Incorporated, ("Merrill
Lynch") or First Union Capital Markets Corp. ("First Union") believes to be
reliable, Merrill Lynch and First Union make no representation or warranty that
such information is accurate or complete. Such information should not be viewed
as projections, forecasts, predictions or opinions with respect to value. Prior
to making any investment decision, a prospective investor should receive and
fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
Merrill Lynch
(212) 449-5320
First Union Capital Markets Corp.
(704) 374-4565
This Collateral Term Sheet and the information contained herein will be
superseded by the description of the collateral contained in the Prospectus
Supplement and supersede all prior Collateral Term Sheets and the information
contained therein.
Page 9 of 14
<PAGE>
Investor Preliminary - Collateral Term Sheet
MLMI Mortgage Pass-Through Certificates, Series 1995-C3 - $553,496,000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MLMI 1995 - C3
Loan Concentration for Combined Pool
Total Amount by State
State Loans Balance % of Pool
- ----- ----- ------- ---------
<S> <C> <C> <C>
AL 2 5,259,966 0.82%
AZ 5 33,890,347 5.27%
CA 15 102,858,868 15.98%
CO 5 30,653,256 4.76%
CT 4 9,476,873 1.47%
DE 1 5,152,000 0.80%
FL 8 39,418,049 6.12%
GA 9 30,724,973 4.77%
ID 1 2,400,000 0.37%
IL 4 21,545,000 3.35%
IN 2 11,134,844 1.73%
MA 16 48,940,822 7.60%
ME 1 2,930,099 0.46%
MI 1 4,928,000 0.77%
MN 2 7,118,328 1.11%
MO 1 1,436,000 0.22%
NC 2 4,698,556 0.73%
NH 1 2,098,358 0.33%
NJ 6 34,297,947 5.33%
NM 2 2,461,439 0.38%
NY 6 18,090,088 2.81%
OH 1 6,360,609 0.99%
OK 2 3,353,550 0.52%
OR 1 13,241,198 2.06%
PA 3 7,722,457 1.20%
SC 5 25,726,120 4.00%
TN 3 6,803,250 1.06%
TX 33 130,390,951 20.26%
UT 1 1,513,000 0.24%
VA 2 4,709,627 0.73%
WA 1 2,150,000 0.33%
WI 2 20,680,000 3.21%
WY 1 1,435,801 0.22%
Totals 149 643,600,376 100%
</TABLE>
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Collateral Term Sheet does not include all relevant information
relating to the collateral described herein, particularly with respect to the
risks and special considerations associated therewith. All collateral
information contained herein is preliminary and it is anticipated that such
information may change. Any information contained herein will be more fully
described in, and will be fully superseded by, the descriptions of the
collateral in the preliminary prospectus supplement and Final Prospectus.
Although the information contained in this Collateral Term Sheet is based on
sources which Merrill Lynch, Pierce, Fenner & Smith, Incorporated, ("Merrill
Lynch") or First Union Capital Markets Corp. ("First Union") believes to be
reliable, Merrill Lynch and First Union make no representation or warranty that
such information is accurate or complete. Such information should not be viewed
as projections, forecasts, predictions or opinions with respect to value. Prior
to making any investment decision, a prospective investor should receive and
fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
This Collateral Term Sheet and the information contained herein will be
superseded by the description of the collateral contained in the Prospectus
Supplement and supersede all prior Collateral Term Sheets and the information
contained therein.
Page 10 of 14
<PAGE>
Investor Preliminary - Collateral Term Sheet
MLMI Mortgage Pass-Through Certificates, Series 1995-C3 - $553,496,000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MLMI 1995 - C3
California Loan Concentration for Combined Pool
Total Amount by MSA
MSA Unpaid Loan Balance % of MSA to California
--- ------------------- ----------------------
<S> <C> <C>
Los Angeles - Long Beach $ 30,402,686 29.56%
Oakland 2,781,302 2.70%
Orange County 48,812,112 47.46%
Riverside - San Bernardino 5,387,425 5.24%
San Diego 7,250,034 7.05%
San Jose 2,300,000 2.24%
Ventura 5,925,309 5.76%
Totals: 102,856,868 100%
Total Number of California Properties: 15
</TABLE>
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Collateral Term Sheet does not include all relevant information
relating to the collateral described herein, particularly with respect to the
risks and special considerations associated therewith. All collateral
information contained herein is preliminary and it is anticipated that such
information may change. Any information contained herein will be more fully
described in, and will be fully superseded by, the descriptions of the
collateral in the preliminary prospectus supplement and Final Prospectus.
Although the information contained in this Collateral Term Sheet is based on
sources which Merrill Lynch, Pierce, Fenner & Smith, Incorporated, ("Merrill
Lynch") or First Union Capital Markets Corp. ("First Union") believes to be
reliable, Merrill Lynch and First Union make no representation or warranty that
such information is accurate or complete. Such information should not be viewed
as projections, forecasts, predictions or opinions with respect to value. Prior
to making any investment decision, a prospective investor should receive and
fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
This Collateral Term Sheet and the information contained herein will be
superseded by the description of the collateral contained in the Prospectus
Supplement and supersede all prior Collateral Term Sheets and the information
contained therein.
Page 11 of 14
<PAGE>
Investor Preliminary - Collateral Term Sheet
MLMI Mortgage Pass-Through Certificates, Series 1995-C3 - $553,496,000
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MLMI 1995 - C3
Texas Concentration for Combined Pool
Total Amount by MSA
MSA Unpaid Loan Balance % Of MSA to Texas
--- ------------------- -----------------
<S> <C> <C>
Austin - San Marcos $ 3,780,000 2.90%
Bryan - College Station 10,969,278 8.41%
Corpus Christi 6,383,993 4.90%
Dallas 27,795,718 21.32%
Fort Worth--Arlington 23,120,666 17.73%
Houston 53,141,327 40.76%
Killeen - Temple 5,200,000 3.99%
Totals: 130,390,952 100%
Total Number of Texas Properties: 33
</TABLE>
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Collateral Term Sheet does not include all relevant information
relating to the collateral described herein, particularly with respect to the
risks and special considerations associated therewith. All collateral
information contained herein is preliminary and it is anticipated that such
information may change. Any information contained herein will be more fully
described in, and will be fully superseded by, the descriptions of the
collateral in the preliminary prospectus supplement and Final Prospectus.
Although the information contained in this Collateral Term Sheet is based on
sources which Merrill Lynch, Pierce, Fenner & Smith, Incorporated, ("Merrill
Lynch") or First Union Capital Markets Corp. ("First Union") believes to be
reliable, Merrill Lynch and First Union make no representation or warranty that
such information is accurate or complete. Such information should not be viewed
as projections, forecasts, predictions or opinions with respect to value. Prior
to making any investment decision, a prospective investor should receive and
fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
This Collateral Term Sheet and the information contained herein will be
superseded by the description of the collateral contained in the Prospectus
Supplement and supersede all prior Collateral Term Sheets and the information
contained therein.
Page 12 of 14
<PAGE>
Investor Collateral Term Sheet
MLMI Mortgage Pass-Through Certificates, Series 1995-C3 - $553,496,000
- --------------------------------------------------------------------------------
LOAN/PROPERTY SUMMARY
---------------------
Loan Information
----------------
Total Balance: $643.6 million (149 loans)
Avg/Max Balance: $4.3 million/$24 million
Loan Types: All fixed rate, 91.6% balloons.
Loan Terms: 86.8% originally 5, 7, or 10 yr. balloons.
Gross WAC: 8.70% (Range (equals) 7.84 %-11.42%)
Net WAC: 8.53%
Avg Seasoning: 4 months (100% originated in 1994/95)
Stated RTM: 10.7 years
WA DSCR: 1.36x
Call Protection: All currently locked out or yield maintenance.
Borrower Concentration: None greater than 7% of the pool.
<TABLE>
<CAPTION>
Property Type Distribution
--------------------------
%
Type # (by Bal) DSCR
---- -- -------- ----
<S> <C> <C> <C>
Multi: 91 61.5% 1.33x
Retail: 36 23.6% 1.32x
Healthcare: 9 8.1% 1.63x
Hotel: 6 3.2% 1.41x
Office: 2 1.4% 1.37x
Ind/Ware: 4 1.4% 1.36x
Mobile Home: 1 0.8% 1.30x
--- ---- -----
Tot/Avg: 149 100% 1.36x
</TABLE>
<TABLE>
<CAPTION>
State Distribution
------------------
(Total of States)
Bal %
State # (mm) (by Bal)
----- -- ---- --------
<S> <C> <C> <C>
Texas: 33 $130 20%
California: 15 103 16%
Massachusetts: 16 49 8%
Florida: 8 39 6%
All others (less than) 6%: 77 323 50%
--- ---- ----
Totals 149 $644 100%
</TABLE>
<TABLE>
<CAPTION>
Cut-Off Balances
----------------
% of
Balance # Balance Pool
- ------- --- -------- ----
<S> <C> <C> <C>
(less or equal to) $2 million 42 $ 58.2mm 9.0%
(plus) $2-$5 million 59 190.8 29.7
(plus) $5-$10 million 40 276.8 43.0
(plus) $10-$24 million 8 117.8 18.3
- ------- --- -------- -----
Totals 149 $643.6mm 100.0%
Average Balance (equal) $4.3 million
</TABLE>
<TABLE>
<CAPTION>
Debt Service Coverage Ratios
----------------------------
% of Wtd. Avg.
DSCR Range # Pool Cumulative % Stated RTM
- ---------- -- ---- ------------ ----------
<S> <C> <C> <C> <C>
1.15 to 1.20 (a) 9 4.8% 4.8% 20.1 yrs
(greater than) 1.20 to 1.30 48 41.5 46.3 10.5
(greater than) 1.30 to 1.40 56 30.1 76.4 10.0
(greater than) 1.40 to 1.50 15 11.6 88.0 10.4
(greater than) 1.50 to 1.60 13 7.3 95.3 9.8
(greater than) 1.60 to 2.02 8 4.7 100.0 9.4
- --------------------------- -- ----- ----- ----
Totals 100.0% 10.7 yrs
Weighted Average DSCR (equal) 1.36
<FN>
(a) The only Mortgage Loans with a DSCR below 1.20x are Mortgage Loans secured
by Section 42 properties.
</FN>
</TABLE>
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Collateral Term Sheet does not include all relevant information
relating to the collateral described herein, particularly with respect to the
risks and special considerations associated therewith. All collateral
information contained herein is preliminary and it is anticipated that such
information may change. Any information contained herein will be more fully
described in, and will be fully superseded by, the descriptions of the
collateral in the preliminary prospectus supplement and Final Prospectus.
Although the information contained in this Collateral Term Sheet is based on
sources which Merrill Lynch, Pierce, Fenner & Smith, Incorporated, ("Merrill
Lynch") or First Union Capital Markets Corp. ("First Union") believes to be
reliable, Merrill Lynch and First Union make no representation or warranty that
such information is accurate or complete. Such information should not be viewed
as projections, forecasts, predictions or opinions with respect to value. Prior
to making any investment decision, a prospective investor should receive and
fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
Merrill Lynch
(212) 449-5320
First Union Capital Markets Corp.
(704) 374-4565
This Collateral Term Sheet and the information contained herein will be
superseded by the description of the collateral contained in the Prospectus
Supplement and supersede all prior Collateral Term Sheets and the information
contained therein.
Page 13 of 14
<PAGE>
Investor Collateral Term Sheet
MLMI Mortgage Pass-Through Certificates, Series 1995-C3 - $553,496,000
- --------------------------------------------------------------------------------
LOAN/PROPERTY SUMMARY (Cont'd)
------------------------------
<TABLE>
<CAPTION>
Gross Coupon Distribution
% of
Coupon Range # Balance Pool
- ------------ -- ------- ----
<S> <C> <C> <C>
7.84%-8.00% 3 $ 22.1mm 3.4%
(plus) 8.00%-8.50% 65 315.8 49.1
(plus) 8.50%-9.00% 44 175.0 27.2
(plus) 9.00%-9.75% 24 75.4 11.7
(plus) 9.75%-11.42% 13 55.4 8.6
--- ------- -----
Totals 149 $ 643.6mm 100.0%
</TABLE>
Weighted Average Gross Coupon (equal) 8.70%
<TABLE>
<CAPTION>
Cut-Off LTV's
-------------
% of Wtd. Avg.
LTV Range # Pool Stated RTM
- --------- -- ---- ----------
<S> <C> <C> <C>
30%-60% 14 4.6% 9.6 yrs
(greater than) 60%-70% 64 37.1 10.5
(greater than) 70%-80% 67 56.7 10.5
(greater than) 80%-83.36% 4 1.6 22.8
--- ------ --------
Totals 149 100.0% 10.7 yrs
</TABLE>
Weighted Average Cut Off LTV (equal) 71.0 %
No Mortgage Loan has a Cut-Off Date LTV Ratio higher than 80% with the
exception of three Section 42 properties which do not exceed 83.36%.
<TABLE>
<CAPTION>
Remaining Term
--------------
% of
# Balance Pool
--- ------- ------
<S> <C> <C> <C>
0 (plus) to 5 years 3 $11.9mm 1.9%
5 to (less than) 9 years 18 91.0 14.1
9 to (less than) 10 years 65 238.3 37.0
10 to (less than) 11 years 39 222.0 34.5
11 to 21 years 13 45.8 7.1
(plus) 21 to 25 years 11 34.6 5.4
--- -------- ------
Totals 149 $643.6mm 100.0%
</TABLE>
Weighted Average (equal) 10.7 years
<TABLE>
<CAPTION>
Balloon LTV's
-------------
% of Wtd. Avg.
LTV Range # Pool Stated RTM
- --------- --- ---- ----------
<S> <C> <C> <C>
(greater than) 0% (less than or equal to) 50% 14 4.7% 12.0 yrs
(greater than) 50% (less than or equal to 60% 54 31.8 9.6
(greater than) 60% (less than) 70% 55 46.7 9.7
(greater than) 70% (less than) 75% 10 8.4 8.1
Fully Amortized 16 8.4 22.4
--- ------ --------
Totals 149 100.0% 10.7 yrs
</TABLE>
Weighted Average Balloon LTV (equal) 61.2%
<TABLE>
<CAPTION>
Loan Source
-----------
% of Wtd. Average
Type # Pool Gross WAC Term
---- --- ---- --------- ------------
<S> <C> <C> <C> <C>
Origination 138 93.2% 8.59% 10.8 yrs
Purchase 11 6.8 10.25 10.2
--- ------ ------ --------
Totals 149 100.0% 8.70% 10.7 yrs
</TABLE>
Prospective investors are advised to carefully read, and should rely solely
on, the final prospectus and prospectus supplement (the "Final Prospectus")
relating to the securities referred to herein in making their investment
decision. This Collateral Term Sheet does not include all relevant information
relating to the collateral described herein, particularly with respect to the
risks and special considerations associated therewith. All collateral
information contained herein is preliminary and it is anticipated that such
information may change. Any information contained herein will be more fully
described in, and will be fully superseded by, the descriptions of the
collateral in the preliminary prospectus supplement and Final Prospectus.
Although the information contained in this Collateral Term Sheet is based on
sources which Merrill Lynch, Pierce, Fenner & Smith, Incorporated, ("Merrill
Lynch") or First Union Capital Markets Corp. ("First Union") believes to be
reliable, Merrill Lynch and First Union make no representation or warranty that
such information is accurate or complete. Such information should not be viewed
as projections, forecasts, predictions or opinions with respect to value. Prior
to making any investment decision, a prospective investor should receive and
fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
Merrill Lynch
(212) 449-5320
First Union Capital Markets Corp.
(704) 374-4565
This Collateral Term Sheet and the information contained herein will be
superseded by the description of the collateral contained in the Prospectus
Supplement and supersede all prior Collateral Term Sheets and the information
contained therein.
Page 14 of 14
