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 reported) September 10, 1997
----------------------
MERRILL LYNCH MORTGAGE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-7569 13-3416059
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
250 Vesey Street
World Financial Center
NORTH TOWER, 10TH FLOOR
NEW YORK, NY 10281-1310
(Address of and telephone number of principal executive offices)
<PAGE>
Item 5. OTHER EVENTS
Merrill Lynch Mortgage Investors, Inc. (the "Depositor") will cause to
be filed with the Securities and Exchange Commission (the "Commission") pursuant
to the Commission's Rule 424 a Prospectus Supplement and the Prospectus filed as
part of Registration Statement, File No. 333-7569, in connection with the
Depositor's issuance of a series of certificates, entitled Merrill Lynch
Mortgage Investors, Inc., Ocwen Mortgage Loan Asset-Backed Certificates, Series
1997-OFS2 (the "Certificates"), to be issued pursuant to a pooling and servicing
agreement, dated as of September 1, 1997, among the Depositor as depositor (the
"Depositor"), Ocwen Federal Bank FSB, as master servicer, and Texas Commerce
Bank National Association, as trustee. The Certificates designated as the Series
1997-OFS2 Certificates will represent in the aggregate the entire beneficial
ownership in a trust fund (the "Trust Fund") consisting primarily of a
segregated pool (the "Mortgage Pool") of conventional, one- to four-family,
first lien mortgage loans, having original terms to maturity ranging from 15
years to 30 years (the "Mortgage Loans"). The Mortgage Pool will consist of
Mortgage Loans having an aggregate principal balance as of September 1, 1997
(the "Cut-off Date") of approximately $102,245,169.13
Computational Materials
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter of a
class of the Certificates designated the Class A Certificates (the
"Underwriter") has provided certain prospective purchasers of the Class A
Certificates with certain computational materials, collateral term sheets and
structural term sheets (the "Computational Materials") in written form, which
Computational Materials are in the nature of data tables and term sheet
information relating to the Mortgage Loans or other assets of the Trust Fund,
the structure of the Certificates and terms of certain classes of Certificates,
and the hypothetical characteristics and hypothetical performance of certain
classes of Certificates based on collateral information provided by Ocwen
Federal Bank FSB and under certain assumptions and scenarios.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Exhibit No. Description
99.1 Computational Materials
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MERRILL LYNCH MORTGAGE INVESTORS, INC.
By:/s/Michael McGovern
Name:Michael McGovern
Title: Vice President
Dated: September 12, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT
99.1 Computational Materials
<PAGE>
EXHIBIT 99.1
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- --------------------------------------------------------------------------------
The attached tables and other statistical analyses (the "Computational
Materials") are privileged and confidential and are intended for use by the
addressee only. These Computational Materials are furnished to you solely by
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and not by
the issuer of the securities or any of its affiliates. The issuer of these
securities has not prepared or taken part in the preparation of these materials.
Neither Merrill Lynch, the issuer of the securities nor any of its 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. The information herein may not be
provided by the addressees to any third party other than the addressee's legal,
tax, financial and/or accounting advisors for the purposes of evaluating said
material.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated therein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials and/or the
assumptions upon which they are based reflect present market conditions or
future market performance. These Computational Materials 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 Computational Materials are
based on prepayment assumptions and actual prepayment experience may
dramatically affect such yields or weighted average lives. In addition, it is
possible that prepayments on the underlying assets will occur at rates slower or
faster than the rates assumed in the attached Computational Materials.
Furthermore, unless otherwise provided, the Computational Materials assume no
losses on the underlying assets and no interest shortfall. The specific
characteristics of the securities may differ from those shown in the
Computational Materials due to differences between the actual underlying assets
and the hypothetical assets used in preparing the Computational Materials. The
principal amount and designation of any security described in the Computational
Materials are subject to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not been filed
with the Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of any offer to buy nor shall
there be any sale of the securities discussed in this communication 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 this communication for
definitive Computational Materials on any matter discussed in this
communication. A final prospectus and prospectus supplement may be obtained by
contacting the Merrill Lynch Trading Desk at (212) 449-3659.
Please be advised that 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 risk.
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.
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- --------------------------------------------------------------------------------
ABS New Transaction
OCWEN Mortgage Loan Asset Backed Certificates,
Series 1997-OFS2
$102,200,847
Subject to Revision
Computational Materials
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- --------------------------------------------------------------------------------
MORTGAGE LOAN
SELLER: A wholly-owned, limited purpose finance subsidiary of
Ocwen Financial Services, Inc.
DEPOSITOR: Merrill Lynch Mortgage Investors, Inc.
MASTER SERVICER: Ocwen Federal Bank FSB
TRUSTEE: Texas Commerce Bank National Association.
UNDERWRITER: Merrill Lynch & Co.
Ratings Beg. Amort. End Amort.
Class Amount (Moody's/S&P) WAL (Mo./Date) (Mo./Date
To Maturity:
A $102,200,847 Aaa/AAA 3.33 1 215
To Call:
A $102,200,847 Aaa/AAA 3.06 1 97
CUT-OFF DATE: September 1, 1997
EXP. PRICING: On or about September 11. 1997
EXP. SETTLEMENT: On or about September 24, 1997
STATED FINAL
MATURITY: November 2028 (Approximate)
INTEREST/
PRINCIPAL: The 25th day of each month (or if such 25th day is not a
business day, the next succeeding business day),
commencing on October 25, 1997.
SMMEA: The Class A Certificates will be SMMEA eligible.
ERISA: Subject to the conditions set forth in the prospectus,
it is believed that the Class A Certificates would
generally be ERISA eligible. Prospective purchasers should
consult their counsel.
TAX STATUS: On the Closing Date, a REMIC election will be made with
respect to certain assets of the Trust.
COLLATERAL: Conventional, fixed rate and adjustable rate mortgage
loans secured by first liens on Single Family Properties,
2-4 Family Properties, PUDs and Condominiums.
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- --------------------------------------------------------------------------------
CREDIT
ENHANCEMENT: Overcollateralization plus 100% FSA Guarantee of timely receipt
of interest on the Class A Certificate and ultimate receipt of
principal on the Class A Certificates.
PRINCIPAL AND INTEREST DISTRIBUTIONS:
The Class A Certificateholders will receive interest each month on the basis of
the actual number of days elapsed in the related interest period divided by 360
days times the Certificate Rate times the Outstanding Balance of the
Certificates prior to any distributions. In addition, the Class A
Certificateholders will receive all scheduled and unscheduled principal
distributions from the Mortgage Loans until the Class A Certificates are
retired.
CLASS A CERTIFICATES:
On each Remittance Date, interest will accrue at the Class A Pass-Through Rate
from the preceding Remittance Date (or from the Closing Date in the case of the
first Remittance Date) to and including the day prior to the current Remittance
Date on the outstanding principal balance of the Class A Certificates. All
calculations of interest on the Class A Certificates will be computed on the
basis of the actual number of days elapsed in the related interest period and in
a year of 360 days. The Class A Pass-Through Rate will be equal to the lesser of
(1) One-Month LIBOR plus [ ]% per annum (the "Pass-Through Margin") and (2) the
weighted average of the Mortgage Rates minus the sum of (a) the Servicing Fee
(50bps), (b) the Trustee Fee (1.5bps), (c) the Insurance Premium (18bps), and
(d) commencing in month six, the Minimum Spread (75bps) (such difference
equaling the "Adjusted WAC Rate").
The Pass-Through Margin on the Class A Pass-Through Rate will double on and
after the date on which the 10% clean-up call becomes available but is not
exercised, subject to the Available Funds Pass-Through Rate.
OPTIONAL TERMINATION/10% CLEANUP CALL:
On any Remittance Date on which the outstanding aggregate principal balance of
the Mortgage Loans is less than 10% of the sum of the Original Principal as of
the Cut-off Date, the majority holder of the Residual Certificates shall have
the right to exercise the 10% Clean Up Call (or if not exercised, the Master
Servicer or the Certificate Insurer shall have such right).
BASIS RISK SHORTFALL
If on any Distribution Date, the LIBOR Rate is greater than the Adjusted WAC
Rate, the amount of interest that would be payable to the holders of the Class A
Certificates at the LIBOR Rate will be reduced by the excess of the LIBOR Rate
over the Adjusted WAC Rate (such excess, the "Basis Risk Shortfall"). The Basis
Risk Shortfall for such Distribution Date, together with any Basis Risk
Shortfall from prior Distribution Dates (the "Unpaid Basis Risk Shortfall") will
be paid, to the extent of funds, if any, available to make such payment.
Interest will accrue on the Unpaid Basis Risk Shortfall at the Pass-Through
Rate.
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS:
Adjustable Mortgage Loans (as of 9/1/97):
Initial Home Equity Loan Principal Balance: $88,449,778
Weighted Average Coupon: 10.035 %
Weighted Average Lifetime Cap (of ARMs): 16.531 %
Weighted Average Lifetime Floor (of ARMs): 10.033 %
Weighted Average Gross Margin (of ARMs): 5.905 %
Negative Amortization: None
Weighted Average Rem. Term: 358.7 mos.
Weighted Average Original Term: 359.8 mos.
Properties secured by 1st Liens: 100.00%
Weighted Average CLTV: 74.4 %
Geographic Distribution: States
States w/greater than 5% Concentrations: CA (23.15%),
IL (10.80%),
UT (8.68%),
MA (6.47%),
NJ (6.07%),
FL (5.56%),
OR (5.41%)
Occupancy-
Owner Occupied: 90.17 %
Investor: 9.83 %
Property Type-
Condominium: 3.30 %
Single Family: 86.13 %
2-4 Family: 7.42 %
Planned Unit Development 3.16 %
Loan Purpose-
Purchase: 30.30 %
Refinance: 6.17 %
Cashout: 3.53 %
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- --------------------------------------------------------------------------------
Adjustable Mortgage Loans Characteristics:
PERIODIC
PRODUCT WAC WAM MARGIN LIFECAP RATE CAP
6 mo LIBOR 9.545 359 5.785 16.0222 1.000
12 mo Delay 9.855 359 5.771 16.3555 1.000
24 mo Delay 10.182 359 5.950 16.682 1.000
36 mo Delay 9.462 359 5.918 15.960 1.000
60 mo Delay 8.250 358 5.750 14.750 1.000
INITIAL MONTHS NUMBER CURRENT PERCENT
PRODUCT RATE CAP TO ROLL OF LOANS BALANCE OF POOL
6 mo LIBOR 1.000 5 108 14,377,201.61 16.25
12 mo Delay 1.490 11 53 8,248,637.17 9.33
24 mo Delay 2.981 23 577 64,787,109.46 73.25
36 mo Delay 3.000 35 7 689,200.65 0.78
60 mo Delay 3.000 58 1 347,629.12 0.39
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- --------------------------------------------------------------------------------
Fixed Mortgage Loans (as of 9/1/97):
Initial Home Equity Loan Principal Balance: $13,751,068
Weighted Average Coupon: 10.433 %
Balloons: 5.14 %
Negative Amortization: None
Weighted Average Rem. Term: 327 mos.
Weighted Average Original Term: 328.4 mos.
Properties secured by 1st Liens: 100.00%
Weighted Average CLTV: 73.0 %
Geographic Distribution: States
States w/greater than 5% Concentrations: CA (52.97%),
FL (9.75%),
CO (5.27%),
IN(5.02%),
Occupancy-
Owner Occupied: 83.5 %
Investor: 16.5 %
Property Type-
Condominium: 1.7 %
Single Family: 83.07 %
2-4 Family: 11.57 %
Planned Unit Development 3.65 %
Loan Purpose-
Purchase: 15.59 %
Refinance: 30.61 %
Cashout: 53.80 %
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- --------------------------------------------------------------------------------
Excess Spread Analysis:
Assuming a constant 1-month LIBOR (5.65625%) and 6-month LIBOR (5.84375%), the
table below shows the spread available after deducting the Certificate LIBOR
rate (LIBOR plus the Pass-Through Margin, assumed to be 21 bps), the Minimum
Spread, the Servicing Fee, the Trustee Fee and the Premium on the Policy.
Period Payment Date Excess Spread Available
- ------ ------------ -----------------------
1 10/97 2.78
2 11/97 2.78
3 12/97 2.78
4 1/97 2.79
5 2/97 2.84
6 3/97 2.88
7 4/98 2.92
8 5/98 2.92
9 6/98 2.92
10 7/98 2.93
11 8/98 3.00
12 9/98 3.10
13 10/98 3.16
14 11/98 3.16
15 12/98 3.16
16 1/98 3.17
17 2/98 3.18
18 3/98 3.18
19 4/99 3.21
20 5/99 3.21
21 6/99 3.21
22 7/99 3.23
23 8/99 3.52
24 9/99 3.93
25 10/99 4.21
26 11/99 4.21
27 12/99 4.21
28 1/99 4.21
29 2/99 4.21
30 3/99 4.21
31 4/00 4.21
32 5/00 4.21
33 6/00 4.21
34 7/00 4.21
35 8/00 4.21
36 9/00 4.22
37 10/00 4.22
38 11/00 4.22
39 12/00 4.22
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
<PAGE>
MERRILL LYNCH
Computational Materials for Ocwen Mortgage Loan
Asset-Backed Certificates, Series 1997-OFS2
- -------------------------------------------------------------------------------
The prepayment speed used to price the Mortgage Loans will be:
25% constant prepayment rate (CPR) for the adjustable rate Mortgage Loans
4% building to 22% CPR over 12 months, 22% CPR thereafter for the fixed
rate Mortgage Loans.
CLASS A CERTIFICATE PREPAYMENT SENSITIVITY ANALYSIS:
(assuming 0 bps losses):
PREPAYMENT SCENARIOS:
I II III IV V
FIXED RATE (1) 0% 50 % 100% 150% 200%
ADJUSTABLE RATE (2) 0% 15% 25% 40% 50%
10% CLEAN-UP CALL
CLASS A WAL (YRS) 21.09 5.31 3.06 1.79 1.32
CLASS A EXP. BEG. AM. 1 1 1 1 1
CLASS A EXP. END. AM. 349 167 97 57 42
NO CLEAN-UP CALL
CLASS A WAL (YRS) 21.13 5.72 3.33 1.95 1.44
CLASS A EXP. BEG. AM. 1 1 1 1 1
CLASS A EXP. END. AM. 359 322 215 130 95
- -----------------------------
(1) As a Percent of the Prepayment Assumption
(2) CPR
FOR ADDITIONAL INFORMATION PLEASE CALL:
Asset Backed Securities Group
Julia Nickles..........(212) 449-2522
Marc Rosenthal.....(212) 449-8721
Trading
Vince Mora............(212) 449-5320
Dan Pace................(212) 449-5320
Scott Soltas.............(212) 449-3659
- --------------------------------------------------------------------------------
Recipients must read the information contained in the attached statement. Do not
use or rely on this information if you have not received or reviewed the
statement. If you have not received the statement, call your Merrill Lynch
account executive for another copy.
