<PAGE>
<PAGE>
================================================================================
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): March 22, 1996
MERRILL LYNCH MORTGAGE INVESTORS, INC.
----------------------------------------------------------
(Exact name of registrant as specified in its governing instruments)
Delaware 33-97652 and 333-1704 13-3416059
- ---------------------------- ------------------------- -------------------
(State or other jurisdiction (Commission File Numbers) (I.R.S. Employer
of Incorporation) 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) 449-0336
Exhibit Index appears on
page 5
================================================================================
<PAGE>
<PAGE>
Item 5. Other Events
On or about April 2, 1996, the Registrant will cause the issuance and
sale of approximately $647,218,459 initial principal amount of Mortgage
Pass-Through Certificates, Series 1996-C1, Class A-1, Class A-2, Class A-3,
Class A-PO, Class B, Class C, Class D, Class IO, Class E, Class F, Class G,
Class R-I, Class R-II and Class R-III (collectively, the "Certificates")
pursuant to a Pooling and Servicing Agreement to be dated as of April 1, 1996,
among the Registrant, GE Capital Asset Management Corporation as master
servicer, GE Capital Realty Group, Inc. as special servicer and Bankers Trust
Company of California, N.A. as trustee (the "Pooling and Servicing Agreement").
In connection with the sale of the Series 1996-C1 Class A-1, Class
A-2, Class A-3, Class A-PO, Class B, Class C and Class D 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 dates of Registration Statement No. 33-97652 and
Registration Statement No. 333-1704, furnished to prospective investors on March
22, 1996 a Structural Term Sheet setting forth certain information about the
Underwritten Certificates (the "Structural Term Sheet") and a Collateral Term
Sheet setting forth certain information about the mortgage loans expected to be
deposited in trust under the Pooling and Servicing Agreement (the "Collateral
Term Sheet"). The Structural Term Sheet and the Collateral Term Sheet are being
filed as exhibits to this report.
The Structural Term Sheet and the Collateral Term Sheet have been
provided by the Underwriters. The information in the Structural Term Sheet and
the Collateral Term Sheet is preliminary and will be superseded by the
Prospectus Supplement relating to the Underwritten Certificates and by any other
information subsequently filed with the Securities and Exchange Commission.
-2-
<PAGE>
<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 Term Sheet
2 99 Collateral Term Sheet
-3-
<PAGE>
<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 thereunder duly authorized.
MERRILL LYNCH MORTGAGE INVESTORS, INC.
By: /s/ Michael M. McGovern
-----------------------------
Name: Michael M. McGovern
Title: Secretary and Director
Dated: March 26, 1996
-4-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Item 601(a) of Regulation
Exhibit Number S-K Exhibit No. Description
-------------- ----------------------- -----------------------
<S> <C> <C>
1 99 Structural Term Sheet
2 99 Collateral Term Sheet
</TABLE>
-5-
<PAGE>
<PAGE>
Exhibit 1
UNDERWRITERS' STATEMENT
STRUCTURAL TERM SHEET
MERRILL LYNCH MORTGAGE INVESTORS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-C1
CLASSES A-1, A-2, A-3, A-PO, B, C AND D
The attached Structural Term Sheet (the 'Term Sheet') is privileged and
confidential and is intended for use by the addressee only. This Term Sheet is
furnished to you solely by Merrill Lynch & Co. and First Union Capital Markets
Corp. (the 'Underwriters') and not by the issuer of the securities identified
above (the 'Offered Securities') or any other party. The issuer of the Offered
Securities has not prepared or taken part in the preparation of these materials.
The Term Sheet is based upon information made available to the Underwriters.
None of the Underwriters, the issuer of the Offered Securities, or any other
party 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. The information
herein 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 such
information.
No assurance can be given as to the accuracy, appropriateness or completeness of
the Term Sheet in any particular context; or as to whether the Term Sheet
reflects future performance. This Term Sheet 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 Sheet 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 Sheet are subject to change prior to
issuance.
Although a registration statement (including the prospectus) relating to the
Offered Securities has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
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 Offered 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 Offered Securities for definitive terms of the
Offered 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.
Either Underwriter of the Offered Securities, and its affiliates may in the
future have a position in the Offered Securities (and in other securities issued
by the issuer of the Offered Securities) and may purchase or sell the same on a
principal basis or as an agent for another person. In addition, either
Underwriter of the Offered Securities and certain of its affiliates may
currently be providing investment banking and other services to the issuer of
the Offered Securities and the borrowers of loans that are included among the
collateral and their affiliates.
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 the Offered 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>
<PAGE>
Investor Preliminary - Structural Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
OFFERED SECURITIES
- ----------------------------------------------------------------------------------------------------------
Approx.
S&P/Fitch Size Approx. Approx. Approx. WAL @ Principal
Class Rating Offering (mm) Sub. Bond Type Coupon(1) Price 0% CPR Window
----- ------ -------- ---- ---- --------- --------- ----- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 AAA/AAA Public $182.3 32.5% Fixed Coupon 7.20% 101 5.2 yrs 5/96 to 4/03
A-2 AAA/AAA Public 27.8 32.5 Fixed Coupon 7.35 101 7.4 4/03 to 9/04
A-3 AAA/AAA Public 225.9 32.5 Fixed Coupon 7.55 101 9.8 9/04 to 2/06
A-PO NR/AAA Public 0.8 32.5 Principal Only 0 -- 5.1 5/96 to 2/06
B AA/AA Public 38.8 26.5 Fixed Coupon 7.55 100 9.9 2/06 to 3/06
C A/A Public 38.8 20.5 Fixed Coupon 7.55 99 10.0 3/06 to 3/06
D BBB/BBB Public 32.4 15.5 Fixed Coupon 7.55 96 10.0 3/06 to 4/06
- ----------------------------
<FN>
(1) Subject to change based upon market conditions at the time of pricing.
</FN>
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SECURITIES NOT OFFERED
- ----------------------------------------------------------------------------------------------
Approx.
Size Approx. Approx. WAL @ Principal
Class Offering (mm) Sub. Bond Type Coupon(1) 0% CPR Window
----- -------- ---- ---- --------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
E Private $48.5 8% Fixed Coupon 7.55% 10.3 yrs 4/06 to 1/07
F Private 32.4 3 Fixed Coupon 7.55 14.3 1/07 to 2/13
G Private 19.4 0 Fixed Coupon 7.55 21.7 2/13 to 3/21
IO(2) Private -- -- I/O Strip -- -- 2/13 to 3/21
- ----------------------------
<FN>
(1) Subject to change based upon market conditions at the time of pricing.
(2) The IO Class will be entitled to (i) any excess interest above 7.55% on any
loans, and (ii) an additional fixed strip off of classes A-1 and A-2. In
addition, the IO Class will also receive some allocation of prepayment
penalties, as described below.
</FN>
- --------------------------------------------------------------------------------
</TABLE>
Key Features:
Pass-Through Structure: Senior/subordinated, sequential pay pass-through
bonds and one principal only strip off certain loans.
Underwriters: Merrill Lynch & Co., First Union Capital Markets Corp.
Depositor: Merrill Lynch Mortgage Investors, Inc.
Allocation of Penalties: Allocated to both the Offered and Non-Offered
classes as described herein.
Master Servicer: GE Capital Asset Management.
Special Servicer: GE Capital Realty Group Inc., an affiliate of the Master
Servicer.
Trustee: Bankers Trust Company.
Distribution: 25th day of the month.
Interest Accrual Period: 1st to the 1st (24 day delay).
Delivery: The Depository Trust Co. ("DTC") through CEDE and Co.
ERISA: Classes A-1, A-2, A-3 and A-PO are ERISA eligible subject to certain
conditions for eligibility. Classes B, C and D are not ERISA eligible.
SMMEA: None of the Offered Securities is SMMEA eligible.
Tax Treatment: REMIC.
Optional Termination: 1% clean up call.
- ----------------------- -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement which
(212) 449-5320 accompanies this Structural Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to read carefully, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to herein (the
"Offered Securities") in making their investment
decision. This Structural Term Sheet does not include
all relevant information relating to the Offered
Securities described herein, particularly with respect
to the risks and special considerations associated with
an investment in the Offered 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 collateral and structure in the
preliminary prospectus supplement and Final Prospecutus.
Although the information contained in this Structural
Term Sheet is based on sources which the Underwriters
believes to be reliable, the Underwriters makes 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 shall
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.
- ----------------------- --------------------------------------------------------
<PAGE>
<PAGE>
Investor Preliminary - Structural Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PENALTIES
The prepayment penalties will be allocated between the non-IO and IO Classes as
follows:
Percentage Prepayment Penalties:
Allocation: 40% to the non-IO classes and 60% to Class IO.
Distributions to the non-IO classes will be made sequentially to the
class (other than to the Class A-PO) currently receiving principal.
Yield Maintenance Penalties:
Any yield maintenance penalties will be allocated between the non-IO
and IO classes based upon a formula which is based, in part, on the
relationship between the bond coupon of the class currently receiving
principal, the mortgage rate of the loan that has prepaid, and the
discount rate used in calculating the borrower's yield maintenance
penalty.
- --------------------------------------------------------------------------------
% of Yield Maintenance Premium (Bond Coupon - Discount Rate)
= -----------------------------
Allocated to Non-IO Bonds (Mortgage Rate - Discount Rate)
- --------------------------------------------------------------------------------
In general, this formula provides for an increase in the allocation of
yield maintenance penalties to the non-IO classes as interest rates
decrease and a decrease in the allocation to such classes as interest
rates rise.
Penalties allocated to the non-IO classes will be distributed sequentially to
the class (other than to the Class A-PO) currently receiving principal.
- ----------------------- -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement which
(212) 449-5320 accompanies this Structural Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to read carefully, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to herein (the
"Offered Securities") in making their investment
decision. This Structural Term Sheet does not include
all relevant information relating to the Offered
Securities described herein, particularly with respect
to the risks and special considerations associated with
an investment in the Offered 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 collateral and structure in the
preliminary prospectus supplement and Final Prospecutus.
Although the information contained in this Structural
Term Sheet is based on sources which the Underwriters
believes to be reliable, the Underwriters makes 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 shall
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.
- ----------------------- --------------------------------------------------------
<PAGE>
<PAGE>
Exhibit 2
UNDERWRITERS' STATEMENT
COLLATERAL TERM SHEET
MERRILL LYNCH MORTGAGE INVESTORS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-C1
CLASSES A-1, A-2, A-3, A-PO, B, C AND D
The attached Collateral Term Sheet (the 'Term Sheet') is privileged and
confidential and is intended for use by the addressee only. This Term Sheet is
furnished to you solely by Merrill Lynch & Co. and First Union Capital Markets
Corp. (the 'Underwriters') and not by the issuer of the securities identified
above (the 'Offered Securities') or any other party. The issuer of the Offered
Securities has not prepared or taken part in the preparation of these materials.
The Term Sheet is based upon information made available to the Underwriters.
None of the Underwriters, the issuer of the Offered Securities, or any other
party 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. The information
herein 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 such
information.
No assurance can be given as to the accuracy, appropriateness or completeness of
the Term Sheet in any particular context; or as to whether the Term Sheet
reflects future performance. This Term Sheet should not be construed as either
projections or predictions or as legal, tax, financial or accounting advice.
Although a registration statement (including the prospectus) relating to the
Offered Securities has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
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 Offered 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 Offered Securities for definitive terms of the
Offered Securities and the collateral. A final prospectus and prospectus
supplement may be obtained by contacting Merrill Lynch Trading Desk at (212)
449-5320 or First Union at (704) 374-4565.
Either Underwriter of the Offered Securities, and its affiliates may in the
future have a position in the Offered Securities (and in other securities issued
by the issuer of the Offered Securities) and may purchase or sell the same on a
principal basis or as an agent for another person. In addition, either
Underwriter of the Offered Securities and certain of its affiliates may
currently be providing investment banking and other services to the issuer of
the Offered Securities and the borrowers of loans that are included among the
collateral and their affiliates.
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 the Offered 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>
<PAGE>
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
OVERVIEW
The transaction is collateralized by 159 multifamily and commercial loans
with an aggregate principal balance of approximately $647.2 million and
secured by properties located throughout 33 states.
First Union National Bank of N.C. originated 85 of the mortgage loans,
making up 46% of the total pool balance, through its Commercial and
Multifamily Conduit Program. 74 loans, or 54% of the pool balance, were
originated through Merrill Lynch's Commercial and Multifamily Conduit
Program. All of the loans were originated in 1995 and 1996.
Except where otherwise indicated, percentages (%) represent principal
amount of loan or loans compared to aggregate pool balance, as of the
Cut-Off Date.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Loan Information
<S> <C>
Total Balance: $647.2 million (159 loans)
Avg./Max Balance: $4.1 million/$24.1 million
Loan Types: All fixed rate, 96% balloons
Loan Terms: 87% originally 5,7 or 10 yr. balloons
Gross WAC: 8.22% (Range = 7.38% - 9.56%)
Net WAC: 8.08%
Avg. Seasoning: 2 months (100% originated in 1995/96)
Stated RTM: 9.9 years
WA DSCR: 1.36x
Call Protection: All currently locked out (97%) or have
yield maintenance (3%)
Borrower Concentration: None greater than 5% of the pool
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Property Type Distribution
% of
Type # (Pool) DSCR
- ---- --- ----- -----
<S> <C> <C> <C>
Multifamily: 94 53.4% 1.32x
Retail: 41 32.0 1.36x
MH Parks: 5 4.7 1.33x
Industrial: 7 4.1 1.60x
Healthcare: 4 2.3 1.82x
Office: 4 1.9 1.31x
Hospitality: 4 1.6 1.50x
--- ----- -----
Tot/Avg.: 159 100.0% 1.36x
- -------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
State Distribution
(Total of 33 States)
Bal % of
State # (mm) (Pool)
- ----- --- ------ ------
<S> <C> <C> <C>
California: 26 $136.2 21.0%
Texas: 25 82.9 12.8
Nevada: 11 83.9 13.0
Georgia: 13 38.8 6.0
All others < 6%: 84 305.4 47.2
--- ------ ------
Totals 159 $647.2 100.0%
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Cut-Off LTV's
% of Cumulative Wtd. Avg.
LTV Range # Pool % of Pool Stated RTM
----------------------------------------------------
<S> <C> <C> <C> <C> <C>
25.59% - 50.00% 4 0.9% 0.9% 9.8 yrs
50.01% - 55.00% 4 1.2 2.1 11.1
55.01% - 60.00% 11 5.6 7.7 10.7
60.01% - 65.00% 16 10.5 18.2 10.5
65.01% - 70.00% 24 12.3 30.5 9.3
70.01% - 75.00% 65 45.7 76.2 9.5
75.01% - 80.00% 30 21.8 97.9 9.4
80.01% - 85.88%(a) 5 2.1 100.0 24.8
----------------------------------------------------
Totals 159 100.0% 100.0% 9.9 yrs
Weighted Average Cut-Off LTV = 71.6%
<FN>
(a) All Mortgage Loans with an LTV greater than 80% are Mortgage Loans
secured by Section 42 properties.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Debt Service Coverage Ratios
% of Wtd. Avg.
DSCR Range # Pool Cumulative % Stated RTM
---------------------------------------------------------
<S> <C> <C> <C> <C>
1.15 - 1.19(a) 2 0.7% 0.7% 24.8 yrs
1.20 - 1.24 10 8.0 8.8 9.3
1.25 - 1.29 31 29.7 38.5 10.1
1.30 - 1.34 31 18.5 57.0 10.0
1.35 - 1.39 32 16.7 73.7 8.7
1.40 - 1.44 27 13.3 87.0 9.9
1.45 - 1.49 7 2.6 89.6 7.4
1.50 - 1.59 10 6.5 96.1 12.2
1.60 - 1.79 4 1.5 97.5 12.2
1.80 - 3.46 5 2.5 100.0 9.9
---------------------------------------------------------
Totals 159 100.0% 100.0% 9.9 yrs
Weighted Average DSCR = 1.36x
<FN>
(a) The only Mortgage Loans with a DSCR below 1.20x are Mortgage Loans secured
by Section 42 properties.
</FN>
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Original Term
% of
# Balance Pool
--------------------------------------------------
<S> <C> <C> <C>
5 Yr Balloon 15 $67.2 mm 10.4%
7 Yr Balloon 20 79.9 12.4
10 Yr Balloon 100 417.7 64.5
11 Yr Balloon 1 16.8 2.6
15 Yr Balloon 5 24.8 3.8
25 Yr Balloon 7 17.3 2.7
Fully Amortizing 11 23.6 3.6
--------------------------------------------------
Totals 159 $647.2 mm 100.0%
Weighted Average Original Term = 10.1 years
</TABLE>
- ----------------------- --------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement which
(212) 449-5320 accompanies this Collateral Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to carefully read, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to in such
Underwriters' Statement (the "Offered Securities") 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 such information may
change. Although the information contained in this
Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters
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.
- ----------------------- --------------------------------------------------------
<PAGE>
<PAGE>
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
PREPAYMENT PROTECTION
Currently 97% of the loans are locked out and 3% (3 loans) are subject to
yield maintenance penalties.
As described further in Table 1, the call protection for most loans falls
into two categories: (I) loans that are locked out and are then subject to
some declining "percentage" penalties (54%), or (II) loans that are locked
out and are then subject to yield maintenance penalties (40%).
Most yield maintenance penalties are based on a "Treasury's + 50bps"
formula.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TABLE 1
Prepayment Penalty Categories
- -------------------------------------------------------------------------------------------------------
Lockout Term/Average
Weighted % of Average # of
# Average Remaining Term Months Group is
of Bal % of Remaining That Group is Open to Prepayment
Prepayment Restriction Loans (mm) Pool Term Locked Out For Prior to Maturity
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Lockout then Declining Penalties 74 $347.5 53.7% 9.5 yrs 5.0 yrs/51.8% 4 mos
Lockout then Yield Maintenance 73 260.4 40.2 9.3 3.3 yrs/35.7% 7
Lockout Only (a) 9 21.3 3.3 25.0 15.0 yrs/60.0% 10 yrs
Yield Maintenance Only 3 18.0 2.8 9.8 0.0 yrs/ 0.0% 6
- -------------------------------------------------------------------------------------------------------
Totals/Wtd. Avgs. 159 $647.2 100.0% 9.9 yrs 4.4 yrs/44.5% 9 mos
- -------------------------------------------------------------------------------------------------------
<FN>
(a) These are all Section 42 loans that are locked out
for 15 years and are then open to prepayment.
Weighted Average Term to End of Lockout: 4.4 years
Average Number of Months Loans are Open to Prepayment
Prior to Maturity: 9 months
</FN>
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TABLE 2
Prepayment Restrictions by Original Term
- --------------------------------------------------------------------------------------------------------
Average # of
Prepayment Wt. Avg. Months Group is
# of Bal Restriction Lockout Open to Prepayment
Original Term Loans (mm) % of Pool (From Origination) (From Origination) Prior to Maturity
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
5 Yr Balloon 15 $67.2 10.4% LO + Penalties 2.9 yrs 4 mos
7 Yr Balloon 11 38.5 5.9 LO + Yield Maint. 2.4 7
7 Yr Balloon 9 41.5 6.4 LO + Penalties 3.9 3
--- ----- ---- ---- -----
All 7 Yr Balloons 20 80.0 12.4 3.2 5
10 Yr Balloon 3 18.0 2.8 Yield Maint. Only 0.0 6
10 Yr Balloon* 62 221.9 34.3 LO + Yield Maint. 3.4 7
10 Yr Balloon 35 177.7 27.5 LO + Penalties 4.9 3
--- ----- ---- ---- -----
All 10 Yr Balloons 100 417.7 64.5 3.9 5
11 Yr Balloon 1 16.8 2.6 LO + Penalties 5.5 6
15 Yr Balloon 5 24.8 3.8 LO + Penalties 7.9 3
25 Yr Balloon 7 17.3 2.7 LO Only 14.8 10 yrs
Fully Amortizing 9 19.6 3.0 LO + Penalties 9.6 3
Fully Amortizing 2 4.0 0.6 LO Only 14.8 10
All Fully Amortizing 11 23.6 3.6 10.5 23
- --------------------------------------------------------------------------------------------------------
Totals/Wtd. Avgs. 159 $647.2 100.0% 4.4 yrs 9 mos
- --------------------------------------------------------------------------------------------------------
- ------------------
<FN>
* Includes 7 loans that have LO + Yield Maint. + Penalties.
</FN>
</TABLE>
- ----------------------- -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement which
(212) 449-5320 accompanies this Collateral Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to carefully read, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to in such
Underwriters' Statement (the "Offered Securities") 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 such information may
change. Although the information contained in this
Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters
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.
- ----------------------- --------------------------------------------------------
<PAGE>
<PAGE>
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION OF PROPERTY TYPES
Loan/Credit Characteristics by Property Type
- ------------------------------------------------------------------------------------------------------------------------
Avg.
% of Wtd. Wtd. Loan Maximum Wtd. Avg.
Balance # of Pool 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 $324.0 85 50.1% 1.33x 72.7% 62.3% $3.8 $10.9 167 Units $28,084/Unit
Section 42 21.3 9 3.3 1.24x 80.4 24.0 2.4 3.8 92 Units 29,822/Unit
------ ------ ------- --------- ------- ------- --------- --------- ------------ ----------------
Multifamily 345.3 94 53.4 1.32x 73.1 59.9 3.7 10.9 160 Units 28,191/Unit
Subtotals
Anchored 124.4 17 19.2 1.34x 72.0 58.2 7.3 24.1 114,452 Sq. Ft. 73/Sq. Ft.
Unanchored 82.9 24 12.8 1.40x 65.8 55.6 3.5 9.6 50,182 Sq. Ft. 84/Sq. Ft.
------ ------ ------- --------- ------- ------- --------- --------- ------------ ----------------
Retail Subtotals 207.2 41 32.0 1.36x 69.5 57.1 5.1 24.1 76,832 Sq. Ft. 77/Sq. Ft.
MH Parks 30.5 5 4.7 1.33x 75.6 68.9 6.1 15.0 260 Units 26,031/Unit
Industrial 26.6 7 4.1 1.60x 70.8 61.6 3.8 6.3 188,292 Sq. Ft. 26/Sq. Ft.
Continuum Care 8.0 1 1.2 1.51x 68.8 56.9 8.0 8.0 189 Beds 42,249/Bed
Assisted Living 3.6 2 0.6 2.59x 43.7 36.2 1.8 2.1 75 Beds 25,154/Bed
Nursing Home 3.5 1 0.5 1.75x 69.9 58.2 3.5 3.5 130 Beds 26,900/Bed
------ ------ ------- --------- ------- ------- --------- --------- ------------ ----------------
Healthcare 15.1 4 2.3 1.82x 63.1 52.3 3.8 8.0 117 Beds 34,603/Bed
Subtotals
Office 12.0 4 1.9 1.31x 70.9 60.9 3.0 5.5 45,548 Sq. Ft. 75/Sq. Ft.
Hospitality 10.5 4 1.6 1.50x 64.4 0.0 2.6 4.8 133 Rooms 20,979/Room
- ------------------------------------------------------------------------------------------------------------------------
Totals/
Averages $647.2 159 100.0% 1.36x 71.6% 58.4% $4.1 $24.1 -- --
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------- -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriters' Statement which
(212) 449-5320 accompanies this Collateral Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to carefully read, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to in such
Underwriters' Statement (the "Offered Securities") 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 such information may
change. Although the information contained in this
Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters
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.
- ----------------------- --------------------------------------------------------
<PAGE>
<PAGE>
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.
MLMI 1996 - C1
Total Current Loan Balance by State
Map of the United States presenting (with minor variations) the information set
forth below (other than the information under the headings Total Current Loan
Balance and No. of Prop.)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
No. State Total Current No. of Pct. of
States Name Loan Balance Prop. USA Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 California $136,161,023 26 21.04%
2 Nevada $ 83,915,952 11 12.97%
3 Texas $ 82,887,715 25 12.81%
4 Georgia $ 38,812,944 13 6.00%
5 New York $ 37,895,124 9 5.86%
6 Virginia $ 25,145,783 7 3.89%
7 Connecticut $ 24,452,619 6 3.78%
8 Kentucky $ 20,370,125 2 3.15%
9 Wisconsin $ 18,459,612 7 2.85%
10 Maryland $ 17,457,486 5 2.70%
11 Michigan $ 13,633,591 4 2.11%
12 New Jersey $ 13,500,000 2 2.09%
13 Florida $ 13,012,968 5 2.01%
14 Idaho $ 11,757,985 2 1.82%
15 Kansas $ 11,554,668 2 1.79%
16 Colorado $ 11,114,922 2 1.72%
17 Ohio $ 10,667,435 2 1.65%
18 Massachusetts $ 10,155,999 4 1.57%
19 Pennsylvania $ 8,983,727 3 1.39%
20 Alabama $ 8,162,787 4 1.26%
21 New Mexico $ 7,800,222 3 1.21%
22 Indiana $ 7,167,492 3 1.11%
23 Missouri $ 6,771,112 1 1.05%
24 Delaware $ 5,186,918 1 0.80%
25 Arizona $ 4,696,718 2 0.73%
26 Louisiana $ 3,887,533 1 0.60%
27 District of Columbia $ 2,541,564 1 0.39%
28 Mississippi $ 2,504,556 1 0.39%
29 Oregon $ 2,250,000 1 0.35%
30 Washington $ 2,196,990 1 0.34%
31 Arkansas $ 1,867,353 1 0.29%
32 Oklahoma $ 1,497,877 1 0.23%
33 Maine $ 748,657 1 0.12%
- --------------------------------------------------------------------------------
USA TOTALS $647,219,459 159 100.00%
- --------------------------------------------------------------------------------
</TABLE>
- ----------------------- -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriter's Statement which
(212) 449-5320 accompanies this Collateral Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to carefully read, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to in such
Underwriter's Statement (the "Offered Securities") 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 such information may
change. Although the information contained in this
Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters
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.
- ----------------------- --------------------------------------------------------
<PAGE>
<PAGE>
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.
<TABLE>
<CAPTION>
MLMI 1996 - C1
Total Current Loan Balance by MSA - State of California
Map of California and sub-maps of Northern California and Southern California.
The maps present (with minor variations) the information set forth below (other
than the information under the headings Total Current Loan Balance and No. of
Prop.). Sub-map of Northern California identifies the property located in San
Francisco, CA PMSA as Trailer Rancho Mobile Home Park and states the balance of
the related loan. The maps also identify various major highways.
- -------------------------------------------------------------------------------------------------
No. of MSA Name Total Current No. of Pct. of
MSA's Loan Balance Prop. USA Total
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 SAN DIEGO, CA MSA $ 36,255,782 6 5.60%
2 LOS ANGELES-LONG BEACH, CA PMSA $ 31,323,962 10 4.84%
3 RIVERSIDE-SAN BERNADINO, CAP $ 25,232,450 5 3.90%
4 VENTURA, CA PMSA $ 24,074,864 1 3.72%
5 ORANGE COUNTY, CA PMSA $ 10,783,768 2 1.67%
6 SAN FRANCISCO, CA PMSA $ 4,993,254 1 0.77%
7 Hanford, CA (Not in MSA) (Hacienda Healthcare) $ 3,496,943 1 0.54%
- -------------------------------------------------------------------------------------------------
STATE TOTALS $136,161,023 26 21.04%
- -------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------- -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriter's Statement which
(212) 449-5320 accompanies this Collateral Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to carefully read, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to in such
Underwriter's Statement (the "Offered Securities") 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 such information may
change. Although the information contained in this
Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters
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.
- ----------------------- --------------------------------------------------------
<PAGE>
<PAGE>
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.
<TABLE>
<CAPTION>
MLMI 1996 - C1
Total Current Loan Balance by MSA - State of Texas
Map of Texas and sub-maps of Dallas, TX MSA + Surrounding Area and Houston, TX
MSA. Maps present (with minor variations) the information set forth below (other
than the information under the headings Total Current Loan Balance and No. of
Prop.). The maps also identify various major highways.
- -------------------------------------------------------------------------------------------------
No. of MSA Name Total Current No. of $ Pct. of
MSA's Loan Balance Prop. USA Total
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 DALLAS, TX PMSA $31,068,283 8 4.80%
2 HOUSTON, TX PMSA $21,140,547 5 3.27%
3 AMARILLO, TX MSA $ 7,676,344 3 1.19%
4 AUSTIN-SAN MARCOS, TX MSA $ 6,532,294 3 1.01%
5 BROWNSVILLE-HARLINGEN, TX MSA $ 5,991,773 1 0.93%
6 FORT WORTH-ARLINGTON, TX PMSA $ 3,738,330 1 0.58%
7 SAN ANTONIO, TX MSA $ 2,544,812 1 0.39%
8 LUBBOCK, TX MSA $ 2,318,081 2 0.36%
9 TYLER, TX MSA $ 1,877,251 1 0.29%
- -------------------------------------------------------------------------------------------------
STATE TOTALS $82,887,715 25 12.81%
- -------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------- -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriter's Statement which
(212) 449-5320 accompanies this Collateral Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to carefully read, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to in such
Underwriter's Statement (the "Offered Securities") 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 such information may
change. Although the information contained in this
Collateral Term Sheet is based on sources which the
Underwriters believes to be reliable, the Underwriters
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.
- ----------------------- --------------------------------------------------------
<PAGE>
<PAGE>
Investor Preliminary - Collateral Term Sheet
Merrill Lynch Mortgage Investors, Inc. Mortgage Pass-Through Certificates
Series 1996-C1, $647.2 Million (159 loans)
- --------------------------------------------------------------------------------
FIRST UNION CAPITAL MARKETS CORP.
<TABLE>
<CAPTION>
MLMI 1996 - C1
Total Current Loan Balance by MSA - State of Nevada
Map of Nevada and sub-maps of Reno, NV MSA and Las Vegas, NV MSA. The maps
present the information set forth below (other than information under the
headings Total Current Loan Balance and No. of Prop.). The sub-map of the Reno,
NV MSA also presents the location and loan balance of the property Sunvilla
Estates. The maps also identify various major highways.
- -------------------------------------------------------------------------------------------------
No. of MSA Name Total Current No. of $ Pct. of
MSA's Loan Balance Prop. USA Total
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 LAS VEGAS, NV MSA $76,765,952 10 11.86%
2 RENO, NV MSA $ 7,150,000 1 1.10%
- -------------------------------------------------------------------------------------------------
STATE TOTALS $83,915,952 11 12.97%
- -------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------- -------------------------------------------------------
MERRILL LYNCH Investors should read the Underwriter's Statement which
(212) 449-5320 accompanies this Collateral Term Sheet.
FIRST UNION CAPITAL Prospective investors are advised to carefully read, and
MARKETS CORP. should rely solely on, the final prospectus and
(704) 374-4565 prospectus supplement (the "Final Prospectus") relating
to the Offered Securities referred to in such
Underwriter's Statement (the "Offered Securities") 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 such information may
change. Although the information contained in this
Collateral Term Sheet is based on sources which the
Underwriters believes to be reliable, the Underwriters
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.
- ----------------------- --------------------------------------------------------
<PAGE>
