$85,288,000
GOLDEN NATIONAL MORTGAGE LOAN ASSET BACKED CERTIFICATES,
SERIES 1998-GN3
GOLDEN NATIONAL MORTGAGE BANKING CORP.
MORTGAGE LOAN SELLER
MERRILL LYNCH MORTGAGE INVESTORS, INC.
DEPOSITOR
--------------
Supplement dated October 30, 1998
to
Prospectus Supplement dated October 27, 1998
and
Prospectus dated June 22, 1998
--------------
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED IN THE PROSPECTUS SUPPLEMENT DATED OCTOBER 27, 1998 (THE "PROSPECTUS
SUPPLEMENT").
The amount of $85,208,000 appearing on the second line of the cover
page of the Prospectus Supplement shall be replaced by the following:
$85,288,000.
The Initial Certificate Principal Balance of the Class A Certificates
in the amount of $85,208,000 appearing on the cover page of the Prospectus
Supplement and on the back cover page of the Prospectus Supplement shall be
replaced by the following: $85,288,000.
The delivery date of October 29, 1998 of the Class A Certificates
appearing on the cover page of the Prospectus Supplement shall be replaced by
the following: October 30, 1998.
The Offering Information appearing on the cover page of the Prospectus
Supplement shall be replaced by the following table:
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO DEPOSITOR
PUBLIC DISCOUNT (BEFORE EXPENSES)
<S> <C> <C> <C>
Class A Certificates........................ 99.99% 0.35% 99.64%
Total....................................... $85,283,548 $298,508 $84,985,040
</TABLE>
Any reference to December 31, 1998 appearing under the caption
"Summary", under the caption "Terms of the Certificates and the Mortgage Loans -
Master Servicer and Advances" and elsewhere in the Prospectus Supplement shall
be replaced by the following: November 11,
1998.
The Closing Date of October 29, 1998 appearing under the caption
"Summary" and under the caption "Introduction" of the Prospectus Supplement is
replaced by the following: October 30, 1998.
<PAGE>
The Overcollateralization Amount of $1,834,103 and the percentage of
1.75% appearing under the caption "Terms of the Certificates and the Mortgage
Loans--Overcollateralization" shall be replaced by the following: $2,358,132 and
2.25%, respectively.
The first clause of the Master Servicer Transfer Date appearing under
the caption "Introduction" in the Prospectus Supplement shall be replaced by the
following: (i) the close of business on November 11, 1998 and
The table indicating the percentage of the initial Certificate
Principal Balance of the Class A Certificates that would be outstanding after
each of the dates shown at various percentages of the Prepayment Assumption and
the corresponding weighted average lives and numbers (xi) and (xii) of the
Modeling Assumptions, each appearing under the caption "Yield on the Class A
Certificates--Weighted Average Lives" in the Prospectus Supplement is replaced
by the following:
(xi) the Certificates are purchased on October 30, 1998, (xii) the
Expense Fee Rate (as defined herein) is equal to 0.2625% per annum and
the Lender PMI rate relating to the premiums for the lender paid
primary mortgage insurance is assumed to be 0.25% per annum.
CLASS A CERTIFICATES
--------------------
DISTRIBUTION DATE 0% 50% 100% 150% 200%
- ----------------- -- --- ---- ---- ----
Initial Percentage............ 100 100 100 100 100
October 25, 1999.............. 97 91 85 78 72
October 25, 2000.............. 96 81 66 53 40
October 25, 2001.............. 95 71 51 34 19
October 25, 2002.............. 93 62 38 26 17
October 25, 2003.............. 92 54 31 19 12
October 25, 2004.............. 90 48 25 15 8
October 25, 2005.............. 88 42 21 11 5
October 25, 2006.............. 87 37 17 8 3
October 25, 2007.............. 85 33 14 6 2
October 25, 2008.............. 83 30 12 4 2
October 25, 2009.............. 81 27 10 3 1
October 25, 2010.............. 79 24 8 2 1
October 25, 2011.............. 76 21 6 2 0
October 25, 2012.............. 75 19 5 1 0
October 25, 2013.............. 71 17 4 1 0
October 25, 2014.............. 69 15 3 1 0
October 25, 2015.............. 66 13 3 0 0
October 25, 2016.............. 63 12 2 0 0
October 25, 2017.............. 60 10 2 0 0
October 25, 2018.............. 56 9 1 0 0
October 25, 2019.............. 52 7 1 0 0
October 25, 2020.............. 48 6 1 0 0
October 25, 2021.............. 44 6 0 0 0
October 25, 2022.............. 39 6 0 0 0
October 25, 2023.............. 34 5 0 0 0
October 25, 2024.............. 28 4 0 0 0
October 25, 2025.............. 22 2 0 0 0
October 25, 2026.............. 15 1 0 0 0
October 25, 2027.............. 7 0 0 0 0
October 25, 2028.............. 0 0 0 0 0
Weighted Avg. Life (yrs)(1)(2) 19.43 8.06 4.60 3.18 2.35
Weighted Avg. Life (yrs)(1)(3) 19.36 7.70 4.29 2.95 2.18
- ---------------------------
(1) The weighted average life of a Certificate is determined by (a)
multiplying the amount of each distribution of principal by the number
of years from the date of issuance of the Certificate to the related
Distribution Date, (b) adding the results and (c) dividing the sum by
the initial Certificate Principal Balance of the Certificate.
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<PAGE>
(2) Assumes that the Certificates remain outstanding to their maturity
date.
(3) Assumes the holder of the largest percentage interest of the Residual
Certificates exercises its option to purchase the Mortgage Loans when
the aggregate principal balance of the Mortgage Loans and REO
Properties remaining is 10% or less of Cut-Off Pool Principal Balance.
See "Pooling and Servicing Agreement--Termination" herein.
The third paragraph under the caption "Description of the
Certificates-- General" in the Prospectus Supplement is replaced by the
following:
The Class A Certificates evidence an initial beneficial
interest in the Trust Fund of 81.38%, the Class M-1 Certificates
evidence an initial beneficial interest in the Trust Fund of 5.62% (and
will have an initial Certificate Principal Balance (as defined herein)
of $5,891,000), the Class M-2 Certificates evidence an initial
beneficial interest in the Trust Fund of 5.38% (and will have an
initial Certificate Principal Balance of $5,634,000) and the Class B
Certificates evidence initial beneficial interests in the Trust Fund of
5.38% (and will have an initial Certificate Principal Balance of
$5,634,727). The Class C Certificates will have an initial Certificate
Principal Balance of approximately $2,358,132. The aggregate
Certificate Principal Balance of the Class C Certificates as of any
Distribution Date will be equal to the Overcollateralization Amount (as
defined herein). The Residual Certificates will have no Certificate
Principal Balance.
The first clause of the definition of Interest Remittance Amount under
the caption "Description of the Certificates--Interest Remittance Amount and
Principal Remittance Amount" in the Prospectus Supplement is replaced by the
following:
(i) the portion allocable to interest of all scheduled monthly payments
on the Mortgage Loans due on the related Due Date and received on or
prior to the related Determination Date, together with all Advances
relating to interest, after deduction of the related Master Servicing
Fees, Trustee's Fees and Lender PMI Fees (as defined herein),
The definition of "Pass-Through Rate" under the caption "Description of
the Certificates--Interest Distributions" in the Prospectus Supplement with
respect to the Class M-1, Class M-2 and Class B Certificates is replaced by the
following:
The "Pass-through Rate" with respect to the Class M-1, Class M-2 and
Class B Certificates is the lesser of the (i) 7.530%, 7.850% and
7.850%, respectively, and (ii) the Available Funds Rate Cap.
The definition of "Available Funds Rate Cap" under the caption
"Description of the Certificates - Interest Distribution" in the Prospectus
Supplement is replaced by the following:
The "Available Funds Rate Cap" is equal to the weighted average of the
Mortgage Rates on the Mortgage Loans as of the first day of the related
Collection Period less the Expense Fee Rate and the Lender PMI Rate.
The sentence immediately following the definition of "Expense Fee Rate"
under the caption "Description of the Certificates--Interest Distributions" in
the Prospectus Supplement is replaced by the following:
3
<PAGE>
For any Distribution Date, the Trustee Fee Rate is 0.0125% per annum,
the Master Servicing Fee Rate is 0.25% per annum and the Lender PMI
Rate is the rate per annum at which the aggregate premium on the
primary mortgage insurance policy for any Mortgage Loan for which the
primary mortgage insurance policy is required to be paid by the
originator or other party other than the related Mortgagor accrues, as
set forth in the Agreement.
The percentage of 58.5% under clause (i) of the second full paragraph
under the caption "Description of the Certificates--Principal Distributions" in
the Prospectus Supplement is replaced by the following: 59.5%.
The percentage of 81.30% included in the definition of "Senior
Percentage" under the caption "Description of the Certificates--Principal
Distributions" is replaced by the following: 81.38%.
The percentage of 41.50% included in the definition of "Senior
Specified Enhancement Percentage" under the caption "Description of the
Certificates--Principal Distributions" in the Prospectus Supplement is replaced
by the following: 40.50%.
The fifth sentence under the caption "Pooling and Servicing
Agreement--Servicing and Other Payment of Expenses" in the Prospectus Supplement
is replaced by the following:
any premiums on primary mortgage insurance policy for which the
premiums for such insurance were payable by the Mortgage Loan Seller
will be paid from the Trust Fund ("Lender PMI Fees").
THIS SUPPLEMENT MUST BE DELIVERED TOGETHER WITH THE PROSPECTUS AND PROSPECTUS
SUPPLEMENT REFERRED TO ABOVE, AND SHOULD BE READ IN CONJUNCTION THEREWITH.
UNTIL JANUARY 28, 1999, ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS (INCLUDING THE PROSPECTUS SUPPLEMENT AND THIS
SUPPLEMENT). THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS (INCLUDING THE PROSPECTUS SUPPLEMENT AND THIS
SUPPLEMENT) WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
MERRILL LYNCH & CO.
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