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 26, 1997
------------------
[ ] 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
Commercial Mortgage Pass-Through Certificates:
The series of commercial 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.
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 26, 1997, the number of holders of
record for certificates issued during 1997 was
as follows:
<TABLE>
<CAPTION>
Number of
Record Holders
--------------
Commercial Pass-Through Certificates
------------------------------------
<S> <C>
Mortgage Pass-Through Certificates,
Series 1997-C1 108
Mortgage Pass-Through Certificates,
Series 1997-C2 48
</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 1997)
<TABLE>
<CAPTION>
Original Face
Amount of % of
Certificates Certificates
------------- ------------
(in $ thousands)
<CAPTION>
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1997-C1 (ALL C/O DTC)
------------------------------------------
<S> <C> <C>
CitiBank 272,510 14%
Bank of New York 223,198 12%
Chase Manhatten/Chemical Bank 219,175 11%
Merrill Lynch Pierce,Fenner&Smith 193,500 10%
Bear Stearns 192,790 10%
Bankers Trust 138,685 7%
CS First Boston 128,527 7%
Deutsche Morgan Grenfell,Inc. 128,527 7%
<CAPTION>
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1997-C2 (ALL C/O DTC)
------------------------------------------
<S> <C> <C>
Merrill Lynch Pierce,Fenner&Smith 391,363 30%
Chase Manhattan/Chemical Bank 317,277 24%
Salomon Brothers 178,825 14%
Bank of New York 126,055 10%
SSB - Custodian 101,765 8%
Bankers Trust 81,022 7%
</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) Mortgage Pass-Through Certificates C-1 and C-2
Annual Statement of Compliance ("the Certification"):
Auditors' Report and Management Assertion are
presented in Exhibit 99.
(b) Reports on Form 8-K have been filed through
December 1997. Form 15 for each Series of
Certificates was filed in January 1998.
(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/ Jeffrey W. Kronthal
Name: Jeffrey W. Kronthal
Title: Chairman of the Board
Dated: March 26, 1998
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/ Thomas Layton
Name Thomas Layton
Title: Treasurer
Dated: March 26, 1998
By: /s/ Michael M. McGovern
Name: Michael M. McGovern
Title: Secretary and Director
Dated: March 26, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT 27 FINANCIAL DATA SCHEDULE
EXHIBIT 99.1 ANNUAL COMPLIANCE STATEMENT-CERTIFICATE SERIES 1997 C-1
EXHIBIT 99.2 AUDITORS' REPORT FOR CERTIFICATE SERIES 1997 C-1
EXHIBIT 99.3 MANAGEMENT ASSERTION FOR CERTIFICATE SERIES 1997 C-1
EXHIBIT 99.4 ANNUAL COMPLIANCE STATEMENT-CERTIFICATE SERIES 1997 C-2
EXHIBIT 99.5 AUDITORS' REPORT FOR CERTIFICATE SERIES 1997 C-2
EXHIBIT 99.6 MANAGEMENT ASSERTION FOR CERTIFICATE SERIES 1997 C-2
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-26-1997
<PERIOD-START> DEC-28-1996
<PERIOD-END> DEC-26-1997
<CASH> 10000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
Exhibit 99.1
Annual Compliance Letter for Certificate Series 1997-C1
<PAGE>
March 23, 1998
LaSalle National Bank, as Trustee ABN AMRO Bank N.V., as
Fiscal Agent
135 South LaSalle Street, Suite 200 135 South LaSalle Street,
Suite 200
Chicago, Illinois 60603 Chicago, Illinois 60603
Attention: Asset Backed Securities Trust Services
Fitch Investors Service, Inc., Moody's Investors Service
Inc.,
as Rating Agency., as Rating Agency
One State Street Plaza
31st Floor 99 Church Street, 10th
Floor
New York, NY 10004 New York, NY 10007
Attention: Deborah Sief Attention: Tad Phillips
Standard & Poor's Ratings Services, 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 1997-C1
In accordance with Section 3.13 of the Pooling and Servicing Agreement
(the "Agreement") dated June 1, 1997, entered into in connection with
the above-referenced Certificates, the undersigned officer of GE Capital
Asset Management Corporation, now named GE Capital Loan Services, Inc.
(the "Master Servicer") hereby certifies that (i) a review of the
activities of the Master Servicer during the period of time commencing
June 1, 1997 and continuing through December 31, 1997, and of its
performance under the Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under the
Agreement in all material respects throughout such period, and (iii) the
Master Servicer has received notice regarding qualification, or
challenge to the status, of the Trust Fund as a REMIC from the Internal
Revenue Service or any other governmental agency or body .
/S/Robert W. Bailey
- ---------------------------------------------------------------
Robert W. Bailey, Vice President and Treasurer,
on behalf of GE Capital Loan Services, Inc., in its
capacity as Master Servicer
EXHIBIT 99.2
Auditors' report for Certificate Series 1997 C-1
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Partners of CRIIMI MAE Services Limited Partnership:
We have examined management 'e assertion about CRIIMI MAE Services
Limited Partnership's compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP) and that CRIIMI
MAE Services Limited Partnership had in effect a fidelity bond and
errors and omissions policy in the amount of $20 million as of and for
the year ended December 31, 1997 included in the accompanying
Management's Assertion. Management is responsible for CRIIMI MEB
Services Limited Partnership's compliance with those minimum servicing
standards and for maintaining a fidelity bond and errors and omissions
policy. Our responsibility is to express an opinion on management's
assertion 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 CRIIMI MAE Services
Limited Partnership's compliance with the 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 CRIIMI MAE Services Limited Partnership's compliance
with the minimum servicing standards.
In our opinion, management's assertion that CRIIMI MAE Services Limited
Partnership complied with the aforementioned minimum servicing standards
and that CRIIMI MAE Services Limited Partnership had in effect a
fidelity bond and errors and omissions policy in the amount of $20
million as of and for the year ended December 31, 1997 is fairly stated,
in all material respects.
Washington, D.C /S/Arther Andersen LLP.
February 27, 1998
EXHIBIT 99.3
Management Assertion for Certificste Series C-1
<PAGE>
MANAGEMENT ASSERTION
As of and for the year ended December 31, 1997, CRIIMI MAE Services
Limited
Partnership has complied with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers. As of and for this same
period, CRIIMI MAE Services Limited Partnership had in effect a fidelity
bond and errors and omissions policy in the amount of $20 million.
/S/Vicki Speights
Vicki Speights
Vice President, Mortgage Servicing
February' 27, 1998
/s/Brian Hanson
Brian Hanson
Group Vice President
February 27, 1998
/s/Cynthia O. Azzara
Cynthia O. Azzara
Senior Vice President and Chief
Financial Officer
/s/Dawn K. Bowman
Dawn E. Bowman
Vice President/Controller
February 27, 1998
EXHIBIT 99.4
Annual Compliance Letter for Certificate Series 1997 C-2
<PAGE>
March 23,1998
State Street Bank and Trust Company, Criimi Mae Services Limited
as Trustee Partnership, as Special
Servicer
Corporate Trust Department 11200 Rockville Pike
Two International Plaza Rockville,Maryland 20852
Boston, MA 02110 Attention: Steven
Hershorn,Legal
Attention: Julie Kirby Dept.
Merrill Lynch Mortage
Investors,Inc
Merrill Lynch Series C-2 Mortage Pass-Through
Certificates,
facsimile number 617 664-5367 Series 1997 C-2
Fitch IBCA, Inc., Moody's Investor
Services,Inc.,
as Rating Agency as Agency Rating Agency
One State Street Plaza 99 Church Street, 10th Floor
31th Floor New York,NY 10007
New York, NY 10004
Attention :Deborah Sief Attention: Tad Phillips
Standard & Poor's Ratings Services, as Rating
Agency
Financial Institutions/Mortgages Group
25 Broadway
New York, NY 10004
Attention: Karen Bailey
Re: Annual Statement as to Compliance
Mortgagee Pass-Through Certificates, Series 1997-C2
In accordance with Sections 3.13 of the Pooling and Servicing Agreement
(the "Agreement") dated December 1, 1997, entered into in connection
with the above-referenced Certificates, the undersigned officer of GE
Capital Asset Management Corporation, now named GE Capital Loan
Services, Inc. (the "Master Servicer.') hereby certifies that (i) a
review of the activities of the Master Servicer during the period of
time beginning December 1, 1997 and continuing through December 31, 1997
and of its performance under the Agreement has been made under such
officer's supervision, (ii) to the best of such officer's knowledge,
based on such review, the Master Servicer has fulfilled all its
obligations under the Agreement in all material respects throughout such
period, and (iii) the Master Servicer has received notice regarding
qualification, or challenge to the status, of the Trust Fund as a REMIC
from the Internal Revenue Service or any over governmental agency or
body .
/s/Robert W. Bailey
Robert W. Bailey, Vice President and
Treasurer, on behalf of GE Capital Loan
Services, Inc., in its capacity as Master Servicer
EXHIBIT 99.5
Auditors' Report for Certificate Series 1997 C-2
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Partners of CRIIMI MAE Services Limited Partnership:
We have examined management's assertion about CRIIMI MAE Services
Limited Partnership's compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP) and that CRIIMI
MAE Services Limited Partnership had in effect a fidelity bond and
errors and omissions policy in the amount of $20 million as of and for
the year ended December 31, 1997 included in the accompanying
Management's Assertion. Management is responsible for CRIIMI MAE
Services Limited Partnership's compliance with those minimum servicing
standards and for maintaining a fidelity bond and errors and omissions
policy. Our responsibility is to express an opinion on management's
assertion 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 CRIIMI MAE Services
Limited Partnership's compliance with the 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 CRIIMI MAE Services Limited Partnership's compliance
with the minimum servicing standards.
In our opinion, management's assertion that CRIIMI MAE Services Limited
Partnership complied with the aforementioned minimum servicing standards
and that CRIIMI MAE Services Limited Partnership had in effect a
fidelity bond and errors and omissions policy in the amount of $20
million as of and for the year ended December 31, 1997 is fairly stated,
in all material respects.
Washington, D.C. /s/Arthur Andersen LLP
February 27, 1998
EXHIBIT 99.6
Management Assertion for Certificate Series 1997 C-2
<PAGE>
MANAGEMENT ASSERTION
As of and for the year ended December 31, 1997, CRIIMI MAE Services
Limited Partnership has complied with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers. As of and for this same
period, CRIIMI MAE Services Limited Partnership had in effect a fidelity
bond and errors and omissions policy in the amount of $20 million.
/s/Vicki Speights
Vicki Speights
Vice President, Mortgage Servicing
February 27, 1998
/s/Brian Hanson
Brian Hanson
Group Vice President
February 27, 1998
/s/Cynthia O. Azzara
Cynthia O. Azzara
Senior Vice President and Chief
Financial Officer
February 27, 1998
/s/Dawn E. Bowman
Dawn E. Bowman
Vice President/Controller
February 27, 1998
<PAGE>
