UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 27, 1996
------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ________________
Commission File Numbers: 333-7569, 333-1704
MERRILL LYNCH MORTGAGE INVESTORS, INC.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3416059
- --------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization Identification No.)
World Financial Center
North Tower
250 Vesey Street - 23rd Flr
New York, New York 10281-1323
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 449-0336
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days: [x] Yes [ ] No.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definite proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
[Not Applicable]
None of the Registrant's outstanding common stock is owned by non-
affiliates.
This report on Form 10-K is filed pursuant to the letters dated
July 9, 1987, May 14, 1993, and July 31, 1994 to the Registrant
from the Office of Chief Counsel, Division of Corporate Finance,
Securities and Exchange Commission.
<PAGE>
TABLE OF CONTENTS
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security
Holders
PART II
Item 5. Market for Registrant's Common Stock
and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the
Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14 Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
Signatures
<PAGE>
PART I
ITEM 1. BUSINESS
Not Applicable.
ITEM 2. PROPERTIES
Residential Mortgage Pass-Through Certificates:
The series of residential mortgage pass-through
certificates (as hereinafter defined in Item 5(b)),
do not own any physical property. Title to real
estate will only be acquired upon default of the
mortgagors under the mortgage loans.
Commercial Mortgage Pass-Through Certificates:
For Mortgage Pass-Through Certificates, Series 1994-
M1, information regarding the mortgaged properties
securing the mortgage loans is set forth in the
Prospectus Supplement. Title to real estate will
only be acquired upon default of the mortgagors under
the mortgage loans.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings
that involve any Series of Certificates, the Trustee,
the Master Servicer or the Registrant with respect to
any Series of Certificates nor is the Registrant
aware of any proceedings known to be contemplated by
governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no matters submitted to a vote of
certificate holders.
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) There is no established public trading market for
the Certificates representing interests in
conventional mortgage loans, commercial mortgage
loans, or manufactured housing contract pools
established by the Registrant.
<PAGE>
(b) At December 27, 1996, the number of holders of
record for certificates issued during 1996 was
as follows:
<TABLE>
<CAPTION>
Number of
Record Holders
--------------
Residential Mortgage Pass-Through Certificates
----------------------------------------------
<S> <C>
Mortgage Loan Asset Backed Certificates,
Series 1996-1 6
Home Equity Loan Asset Backed Certificates,
Series 1996-2 12
<CAPTION>
Commercial Pass-Through Certificates
------------------------------------
<S> <C>
Mortgage Pass-Through Certificates,
Series 1996-C1 44
Mortgage Pass-Through Certificates,
Series 1996-C2 77
</TABLE>
(c) Not Applicable.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Not Applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not Applicable
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable
ITEM 11. EXECUTIVE COMPENSATION
Not Applicable
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT (for each Series issued during 1996)
<TABLE>
<CAPTION>
Original Face
Amount of % of
Certificates Certificates
------------- ------------
(in $ thousands)
MORTGAGE LOAN ASSET BACKED CERTIFICATES,
SERIES 1996-1 (ALL C/O DTC)
------------------------------------------
<S> <C> <C>
Chase Manhattan/Chemical Bank 45,000 56%
Republic Natl Bank of N.Y. 10,000 12%
First National Bank of Chicago 6,000 7%
Merrill Lynch - Debt Securities 12,630 16%
Merrill Lynch PFS 7,500 9%
<CAPTION>
HOME EQUITY LOAN ASSET BACKED CERTIFICATES,
SERIES 1996-2 (ALL C/O DTC)
------------------------------------------
<S> <C> <C>
Swiss American Securities, Inc. 50,000 7%
Bank of New York 83,102 12%
Chase Manhattan/Chemical Bank 159,000 22%
SSB - Custodian 215,000 30%
First National Bank of Chicago 38,291 5%
Northern Trust Company 120,350 17%
<CAPTION>
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-C1 (ALL C/O DTC)
------------------------------------------
<S> <C> <C>
Bank of New York 27,801 5%
Chase Manhattan/Chemical Bank 167,725 31%
Bankers Trust Company 51,849 9%
Boston Safe Deposit & Trust 51,120 9%
SSB - Custodian 100,383 18%
Corestates Bank 31,950 6%
<CAPTION>
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-C2 (ALL C/O DTC)
------------------------------------------
<S> <C> <C>
Bank of New York 248,465 10%
Chase Manhattan/Chemical Bank 543,021 21%
Bankers Trust Company 315,047 12%
Citicorp 407,629 16%
Boston Safe Deposit & Trust 145,517 6%
SSB - Custodian 233,414 9%
Merrill Lynch 133,834 5%
</TABLE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not Applicable
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) Pass-Through Certificates - Annual Statements
of Compliance ("the Certification"): Reports on
each Series of Certificates issued in 1996 will be
filed on a Form 8-K when available. The dates on
which the Certifications are due from the servicers
are as follows:
Mortgage Loan Asset Backed
Certificates, Series 1996-1 March 31, 1997
Home Equity Loan Asset Backed
Certificates, Series 1996-2 April 30, 1997
Mortgage Pass-Through
Certificates, Series 1996-C1 April 30, 1997
Mortgage Pass-Through
Certificates, Series 1996-C2 April 30, 1997
(b) Reports on Form 8-K have been filed through
December 1996. Form 15 for each Series of
Certificates was filed in January 1997.
(c) Not Applicable
(d) Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ Richard M. Fuscone
Name: Richard M. Fuscone
Title: President and Chairman of the Board
Dated: March 25, 1997
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ John C. Qua
Name John C. Qua
Title: Treasurer and Director
Dated: March 25, 1997
By: /s/ Michael M. McGovern
Name: Michael M. McGovern
Title: Secretary and Director
Dated: March 25, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT 27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> BD
<CIK> 0000809940
<NAME> MERRILL LYNCH MORTGAGE INVESTORS,INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-27-1996
<PERIOD-END> DEC-27-1996
<CASH> 10000
<RECEIVABLES> 15088528
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 0
<PP&E> 0
<TOTAL-ASSETS> 15098528
<SHORT-TERM> 0
<PAYABLES> 0
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 0
0
0
<COMMON> 10000
<OTHER-SE> 15088528
<TOTAL-LIABILITY-AND-EQUITY> 15098528
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 0
<COMMISSIONS> 0
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 0
<COMPENSATION> 0
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
