<PAGE>
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 (Date of earliest event report): May 30, 1997
Merrill Lynch Mortgage Investors, Inc.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- ----------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
333-1704 13-3416059
- ----------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
World Financial Headquarters
North Tower - 10th Fl.
New York, New York 10281-1310
- ----------------------------------------------------------------------------
(Address of principal executive offices and Zip code)
Registrant's telephone number, including area code: (212) 449-0336
Not Applicable
- ----------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
------------
Merrill Lynch Mortgage Investors, Inc. (the "Company") files herewith
a copy of the Servicer's annual Compliance Statements and related
auditors' reports pertaining to certificate Series 1996-C1 and 1996-C2
pursuant to the Company's 1996 10-K filing.
No other reportable transactions or matters have occurred from the date of
the 10-k filing to the report date.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) The following exhibits are filed as part of this report:
99.1 Annual compliance letter for certificate Series 1996-C1
99.2 Auditors' report for certificate Series 1996-C1
99.3 Annual compliance letter for certificate Series 1996-C2
99.4 Auditors' report for certificate Series 1996-C2
SIGNATURES
- -----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of Merrill
Lynch Mortgage Investors, Inc. by the undersigned hereunto duly authorized.
Merrill Lynch Mortgage Investors, Inc.
By: /s/ Michael M. McGovern
Michael M. McGovern
Director and Secretary
Dated: May 30, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibits Page
99.1 Annual Compliance Letter for Certificate Series 1996-C1 5
99.2 Auditors' Report for Certificate Series 1996-C1 7
99.3 Annual Compliance Letter for Certificate Series 1996-C2 11
99.4 Auditors' Report for Certificate Series 1996-C2 13
<PAGE>
Exhibit 99.1
Annual Compliance Letter for Certificate Series 1996-C1
<PAGE>
GE Capital
____________________________________________________________________
GE Capital Asset Management Corporation
A Unit of General Electric Credit Corporation
PO Box 671568 Houston, TX 77267
363 North Sam Houston Parkway East Suite 1200
Houston, TX 77060
281-405-7000
April 30, 1997
Bankers Trust Company of California, N.A., Fitch Investors Service, Inc.,
as Trustee as Rating Agency
Three Park Plaza, 16th Floor One State Street Plaza
Irvine, CA 92714 New York, NY 10004
Attention: David Co Attention: Donna Daily,
Commercial Mortgage Rating
Standard & Poor's Ratings Group, as Rating
Agency
Financial Institutions/Mortgages Group
25 Broadway
New York, NY 10004
Attention: Karen Bailey
Re: Annual Statement as to Compliance
Mortgage Pass-Through Certificates, Series 1996-C1
In accordance with Section 3.13 of the Pooling and Servicing Agreement dated
April 1, 1996 (the "Agreement") entered into in connection with the above-
referenced Certificates, the undersigned officer of GE Capital Asset
Management Corporation (the "Master Servicer") hereby certifies that (i) a
review of the activities of the Master Servicer for the period from April 3,
1996 through December 31, 1996 and of its performance under the Agreement has
been made under each such officer's supervision, (ii) to the best of each
officer's knowledge, based upon such review, the Master Servicer has
fulfilled all its obligations under the Agreement in all material respects
throughout such period of time, and (iii) the Master Servicer has not
received notice regarding qualification, or challenging the status, of the
Trust Fund as a REMIC from the Internal Revenue Service or any other
governmental agency or body.
/s/ Ann A. Hambly /s/ Robert W. Bailey
__________________________________ ______________________________
Ann A. Hambly - Senior Vice President, on Robert W. Bailey - Treasurer,
behalf of GE Capital Asset Management on behalf of GE Capital Asset
Corporation in its capacity as Master Management Corporation in its
Servicer capacity as Master Servicer
Exhibit 99.2
Auditors' Report for Certificate Series 1996-C1
<PAGE>
ARTHUR ANDERSEN, LLP
GE CAPITAL ASSET MANAGEMENT
CORPORATION
REPORT ON COMPLIANCE WITH THE MINIMUM SERVICING
STANDARDS IDENTIFIED IN THE MORTGAGE BANKERS
ASSOCIATION OF AMERICA'S UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS
DECEMBER 31, 1996
<PAGE>
ARTHUR ANDERSEN, LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To GE Capital Asset
Management Corporation,
We have examined management's accompanying assertion about GE Capital Asset
Management Corporation's (GECAM) compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP) as of and for the year
ended December 31, 1996 in relation to its servicing of multi-family and
commercial mortgage loans. Our examination included testing from the
portfolios listed in the attached Exhibit I. Management is responsible for
GECAM's compliance with the aforementioned servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about GECAM's compliance with the
aforementioned standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not
provide a legal determination on GECAM's compliance with the aforementioned
standards.
In our opinion, management's accompanying assertion that GECAM's servicing of
multi-family and commercial mortgage loans complied in all material respects
with the aforementioned minimum servicing standards as of and for the year
ended December 31, 1996, is fairly stated, in all material respects.
/S/ Arthur Andersen LLP
Houston, Texas
April 10, 1997
<PAGE>
GE Capital
____________________________________________________________________
GE Capital Asset Management Corporation
A Unit of General Electric Credit Corporation
PO Box 671568 Houston, TX 77267
363 North Sam Houston Parkway East Suite 1200
Houston, TX 77060
281-405-7000
April 10, 1997
Arthur Andersen LLP
711 Louisiana Street, Suite 1300
Houston, Texas 77002
Dear Sirs:
As of and for the year ending December 31, 1996, GE Capital Asset Management
Corporation's ("GECAM") servicing of multi-family and commercial mortgage
loans has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers. GECAM's Fidelity Bond
policies provide coverage of up to $150,000,000 as of December 31, 1996.
GECAM is also insured for mortgage impairment liability of up to $20,000,000
and excess coverage of up to $130,000,000 as of December 31, 1996. For other
errors and omission liabilities GECAM is self-insured for risks of errors and
omissions in the performance of its commercial mortgage loan servicing
business by General Electric Capital Corporation, its corporate parent.
/s/ Bethann C. Roberts
______________________________________
Bethann C. Roberts
President and Chief Executive Officer
<PAGE>
Exhibit I
GE Capital Asset Management Corporation
Portfolios Subject to USAP Audit Procedures
Portfolio
---------
Resolution Trust Corporation Commercial Mortgage Pass-Through Certificates,
Series 1992-C4
Resolution Trust Corporation Commercial Mortgage Pass-Through Certificates,
Series 1993-C3
Resolution Trust Corporation Commercial Mortgage Pass-Through Certificates,
Series 1992-CHF
Resolution Trust Corporation Multifamily Mortgage Pass-Through Certificates,
Series 1991-M6
Resolution Trust Corporation Multifamily Mortgage Pass-Through Certificates,
Series 1992-M2
Resolution Trust Corporation Commercial Mortgage Pass-Through Certificates,
Series 1992-C5
Resolution Trust Corporation Multifamily Mortgage Pass-Through Certificates,
Series 1991-M2
Multifamily Mortgage Pass-Through Certificates, Series 1995-Ml
CBA Mortgage Corporation Mortgage Pass-Through Certificates, Series 1993-Cl
Sawgrass Finance L.L.C. Commercial Mortgage Pass-Through Certificates
Bear Stearns Mortgage Securities Inc. Multifamily Mortgage Pass-Through
Certificates Series 1993-MF1
CS First Boston Mortgage Securities Corp. Multifamily Mortgage Pass-Through
Certificates Series 1994-Ml
Commercial Real Estate Securities, L.P. Commercial Mortgage Pass-Through
Certificates Series 1994-1
Structured Asset Securities Corporation Multiclass Pass-Through
Certificates, Series 1995-C4
Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-Through Certificates,
Series 1996-C1
Commercial Mortgage Pass-Through Certificates, Series 1995-MBL1
Lehman-Macherich SCG Funding Limited Commercial Mortgage Pass-Through
Certificates, Series 1996-C1
First Street Investment L.L.C., NB Commercial Mortgage Pass-Through
Certificates, Series FS1 (J-Hawk)
KRT Origination Corp. Commercial Mortgage Pass-Through Certificates
Nationsbank Commercial Mortgage Pass-Through Certificates, Series-DMC
Penn Mutual Life Insurance Company
Multi-Family Capital Access One, Inc. Multifamily Mortgage Bonds, Series I
(Resource II)
Commercial Mortgage Corporation of America Commercial Mortgage Pass-Through
Certificates Series 1989-8
Commercial Mortgage Corporation of America Commercial Mortgage Pass-Through
Certificates Series 1989-7
Exhibit 99.3
Annual Compliance Letter for Certificate Series 1996-C2
First Union Mortgage Corporation
1800 Two First Union Center
Charlotte, North Carolina 28288
MANAGEMENT'S ASSERTION REGARDING
--------------------------------
COMPLIANCE WITH MINIMUM SERVICING STANDARDS
-------------------------------------------
As of and for the year ended December 31, 1996, First Union Mortgage
Corporation's Commercial Loan Servicing Division (the Company) has complied
in all material respects with the minimum servicing standards set forth in
the Mortgage Bankers Association of America's (MBA's) Uniform Single
Attestation Program for Mortgage Bankers (USAP) as they relate to the
Company's servicing of loans under the Servicing Agreement dated as of
December 30, 1994, as amended and restated on June 1, 1995 and February 1,
1996, among Morgan Guaranty Trust Company of New York, Banc One Management
and Consulting Corporation and the Company (the Agreement), except for
minimum servicing standards V.4. and VI.I., which the MBA has interpreted as
being inapplicable to the servicing of commercial and multifamily loans. As
of and for the same periods, the Company had in effect fidelity bond and
errors and omissions policies in the amount of $100 million and $20 million,
respectively.
/S/ John M. Church January 31, 1997
---------------------- ----------------
John M. Church Date
Senior Vice President
/S/ James Maynor January 31, 1997
---------------------- ----------------
James Maynor Date
President
Exhibit 99.4
Auditors' Report for Certificate Series Series 1996-C2
<PAGE>
KPMG Peat Marwick, LLP
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290
Independent Accountant's Report
The Board of Directors
First Union Mortgage Corporation:
We have examined management's assertion about First Union Mortgage
Corporation's Commercial Loan Servicing Division's (the Company) compliance
with the minimum servicing standards identified in the Mortgage Bankers
Association of America's (MBA's) Uniform Single Attestation Program for
Mortgage Bankers (USAP) as they relate to the Company's servicing of loans
under the Servicing Agreement dated as of December 30, 1994, as amended and
restated on June 1, 1995 and February 1, 1996, among Morgan Guaranty Trust
Company of New York, Banc One Management and Consulting Corporation and the
Company (the Agreement) for the year ended December 31, 1996, included in the
accompanying management assertion, except for minimum servicing standards
V.4. and VI.I., which the MBA has interpreted as being inapplicable to the
servicing of commercial and multifamily loans. Management is responsible for
the Company's compliance with the applicable minimum servicing standards.
Our responsibility is to express an opinion on management's assertion about
the Company's compliance with the applicable minimum servicing standards
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
aforementioned applicable minimum servicing standards and performing such
other procedures as we considered necessary in the circumstances. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's
compliance with the applicable minimum servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned applicable minimum servicing standards as they relate to loans
under the Agreement, for the year ended December 31, 1996, is fairly stated
in all material respects.
/S/ KPMG Peat Marwick LLP
January 31, 1997
<PAGE>
