- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 25, 1997
(Date of earliest event reported)
MERRILL LYNCH MORTGAGE INVESTORS INC. (as depositor under the Trust Agreement,
dated as of November 1, 1997, and pursuant to which an Indenture was entered
into, providing for, inter alia, the issuance of NovaStar Home-Equity Loan
Asset-Backed Bonds, Series 1997-2)
Merrill Lynch Mortgage Investors, Inc.
--------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-24327 13-3416059
(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
250 Vesey Street World Financial Center,
North Tower-10th Floor,
New York, New York 10281
------------------ -----
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code:(212) 449-1000
- --------------------------------------------------------------------------------
<PAGE>
Item 5. OTHER EVENTS.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
25.1. Statement of eligibility of First Union National Bank on
Form T-1 under the Trust Indenture Act of 1939 of a Corporation designated to
act as Trustee.
<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/ C.J. DeSantis
-------------------------
Name: C.J. DeSantis
Title: Managing Director
Dated: December 3, 1997
<PAGE>
EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description
------ ----------- -----------
1 25.1 Form T-1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM T-1
----------------
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
----------------
FIRST UNION NATIONAL BANK
(Exact name of trustee as specified in its charter)
United States National Bank 56-0900030
(State of incorporation if (I.R.S. employer
not a national bank) identification no.)
First Union National Bank
230 South Tryon Street, 9th Floor
Charlotte, North Carolina 28288-1179
(Address of principal (Zip Code)
executive offices)
SAME AS ABOVE
(Name, address and telephone number, including
area code, of trustee's agent for service)
MERRILL LYNCH MORTGAGE INVESTORS, INC.
(Exact name of obliger as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
13-3416059
<PAGE>
(I.R.S. employer identification no.)
250 Vesey Street
World Financial Center
North Tower - 10th Floor
New York, New York 10281-1310
(Address, including zip code, of principal executive offices)
----------------
US $1,000,000,000
Merrill Lynch Mortgage Investors, Inc.
Asset Backed Securities
(Title of the indenture securities)
--------------------------------
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to
the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject
----------------------------------------------------------------------
Name Address
----------------------------------------------------------------------
Federal Reserve Bank of Richmond, VA Richmond, VA
Comptroller of the Currency Washington, D.C.
Securities and Exchange Commission
Division of Market Regulation Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. If the obligor or any
underwriter for the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
(See Note 1 on Page 4.)
Because the obligor is not in default on any securities issued under
indentures under which the applicant is trustee, Items 3 through 15 are not
required herein.
16. LIST OF EXHIBITS.
All exhibits identified below are filed as a part of this
statement of eligibility.
*1. A copy of the Articles of Association of First Union
National Bank as now in effect, which contain the
authority to commence business and a grant of powers
to exercise corporate trust powers.
*2. A copy of the certificate of authority of the trustee
to commence business, if not contained in the
Articles of Association.
<PAGE>
*3. A copy of the authorization of the trustee to
exercise
*4. A copy of the existing By-laws of the trustee, or
instruments corresponding thereto.
5. Inapplicable.
6. The consent of the trustee required by Section 321(b)
of the Trust Indenture Act of 1939. Included at Page
4 of this Form T-1 Statement.
7. A copy of the latest report of condition of the
trustee
8. Inapplicable.
9. Inapplicable.
- -----------------------
* Incorporated by reference to Exhibits bearing identical numbers in Item 16 of
the Form T-1 of First Union National Bank, filed as Exhibit 25.01 of the
Amendment No. 1 to Form S-3 Registration Statement of Financial Security
Assurance Holdings Ltd. filed with the Securities and Exchange Commission on
September 8, 1997 (Registration No. 333-34181).
<PAGE>
NOTE
Note 1: Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information. Item 2 may, however, be
considered correct unless amended by an amendment to this
Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Union National Bank, a national association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Charlotte, and State
of North Carolina, on the 24th day of November, 1997.
FIRST UNION NATIONAL BANK
By: /s/ Robert Ashbaugh
Name: Robert Ashbaugh
Title: Vice President
CONSENT OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939, as amended,
and in connection with the proposed issuance by Merrill Lynch Mortgage
Investors, Inc. of its Asset Backed Securities, First Union National Bank as the
trustee herein named, hereby consents that reports of examinations of said
Trustee by Federal, State, Territorial or District authorities may be furnished
by such authorities to the Securities and Exchange Commission upon requests
therefor.
FIRST UNION NATIONAL BANK
By: /s/ Robert Ashbaugh
Name: Robert Ashbaugh
Title: Vice President
Dated: November 24, 1997
<PAGE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
Dollar
Amount in C400
Thousands RCFD Bil Mil Thou
--------- ---- ------------
ASSETS ///////// ///////////////
<S> <C> <C> <C>
1. Cash and balances due from depository institutions (from Schedule RC-A): ///////// ////////////////
a. Noninterest-bearing balances and currency coin (1) 0081 5,101,644 1.a.
b. Interest-bearing balances (2) 0071 102,192 1.b.
2. Securities: ///////// ////////////////
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 1,751,546 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 12,629,007 2.b.
3. Federal funds sold and securities purchased under agreements to resell 1350 2,640,885 3.
4. Loans and lease financing receivables ///////// ////////////////
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 75,530,867 ///////// //////////////// 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 1,143,846 ///////// //////////////// 4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0 ///////// //////////////// 4.c.
d. Loans and leases, net of unearned income, allowance, and ///////// ////////////////
reserve (item 4.a minus 4.b and 4.c) 2126 74,387,021 4.d.
5. Trading assets (from Schedule RC-D) 3545 3,440,660 5.
6. Premises and fixed assets (including capitalized leases) 2145 2,024,718 6.
7. Other real estate owned (from Schedule RC-M) 2150 68,264 7.
8. Investments in unconsolidated subsidiaries and associated companies (from 2180 155,345 8.
Schedule RC-M)
9. Customers' liability to this bank on acceptances outstanding 2155 751,815 9.
10. Intangibles assets (from Schedule RC-M) 2143 2,449,609 10.
11. Other Assets (from Schedule RC-F) 2160 3,610,109 11.
12. Total assets (sum of items 1 through 11) 2170 109,112,815 12.
</TABLE>
- ----------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
Schedule RC--Continued
<TABLE>
<CAPTION>
Dollar
Amount in
Thousands RCFD Bil Mil Thou
--------- ---- ------------
LIABILITIES ///////////////////////////////
<S> <C> <C> <C>
13. Deposits: ///////////////////////////////
a. In domestic offices (sum of totals of Column A and C
from Schedule RC-E, part I) RCON 2200 69,212,110 13.a
(1) Noninterest-bearing (1) RCON 6631 12,956,103 /////////////////////////////// 13.a.(1)
(2) Interest-bearing RCON 6636 56,656,007 /////////////////////////////// 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBF's ///////////////////////////////
(from Schedule RC-E, part II) RCFN 2200 5,163,776 13.b.
(1) Noninterest-bearing RCFN 6631 0 102,192 13.b.(1)
(2) Interest-bearing RCFN 6636 5,163,776 102,192 13.b.(2)
14. Federal funds purchased and securities sold under agreements to
repurchase RCFD 2800 14,135,805 14.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 191,337 15.a.
b. Trading liabilities (from Schedule RC-D) RCFD 3548 3,064,414 15.b.
16. Other borrowed money (includes mortgage indebtedness and ///////////////////////////////
obligations ///////////////////////////////
under capitalized leases):
a. With a remaining maturity of one year or less RCFD 2332 2,889,205 16.a.
b. With a remaining maturity of more than one year through three RCFD A547 525,793 16.b.
years
c. With a remaining maturity of more than three years RCFD A548 59,777 16.c.
17. Not applicable ///////////////////////////////
18. Bank's liability on acceptances executed and outstanding RCFD 2920 751,815 18.
19. Subordinated notes and debentures (2) RCFD 3200 1,195,501 19.
20. Other liabilities (from Schedule RC-G) RCFD 2930 1,983,925 20.
21. Total liabilities (sum of items 13 through 20) RCFD 2948 100,573,456 21.
22. Not applicable ///////////////////////////////
EQUITY CAPITAL ///////////////////////////////
23. Perpetual preferred stock and related surplus RCFD 3838 0 23.
24. Common Stock RCFD 3230 82,795 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 6,197,897 25.
26. a. Undivided profits and capital reserves RCFD 3632 2,148,062 26.a.
b. Net unrealized holding gains (losses) on available-for-sale RCFD 8434 110,603 26.b.
securities
27. Cumulative foreign currency translation adjustments RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 8,539,357 28.
29. Total liabilities and equity capital (sum of items 21 and 28) RCFD 3300 109,112,815 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of statements below
that best
describes the most comprehensive level of auditing work performed
for Number
the bank by independent external auditors as of any date during 1996 RCFD 6724 N/A M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
<PAGE>
8 = No external audit work
- -----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposit.
(2) Includes limited-life preferred stock and related surplus.
