Mellon Bank NA, et al. – ‘10-K405’ for 12/31/01

On:  Wednesday, 3/27/02   ·   For:  12/31/01   ·   Accession #:  950128-2-320   ·   File #s:  333-01478, 333-11961, 333-61760-02

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Form 10-K                                              8     36K 
 2: EX-20.1     Annual Certificate Holders Report Series 2001-1        1      7K 
 3: EX-20.2     Annual Servicer's Certificate                          1      8K 
 4: EX-20.3     Report of Independent Certified Public Accountant      2     11K 
 5: EX-20.4     Annual Aggregate Certificateholders Statement          2     13K 

10-K405   —   Form 10-K
Document Table of Contents

10-K405
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 
 For the fiscal year ended December 31, 2001

 MELLON BANK, N.A.

   (Originator of Mellon Bank Premium Finance Loan Master Trust)
  (Exact name of Registrant as specified in its charter)

 United States                  333-04178                 25-0659306
(State or other jurisdiction         (Commission            (IRS Employer ID    
of incorporation)               File Number)                Number)   

 One Mellon Center
Pittsburgh, Pennsylvania 15258
(412) 234-5000
 (Address, including zip code, and telephone number, including area code, of
 registrant's principal offices)

 N/A
 (Former name or former address, if changed since last report)

   -------------------------------------------------------------------

 MELLON BANK PREMIUM FINANCE LOAN MASTER TRUST
(Exact name of Registrant as specified in its charter)

      New York                   333-11961                    51-0015912
(State or other jurisdiction        (Commission                (IRS Employer ID 
 of incorporation)             File Number)                    Number)

 One Mellon Center
Pittsburgh, PA 15258
(412) 234-5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal offices)

 N/A
   (Former name or former address, if changed since last report)

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   MELLON PREMIUM FINANCE LOAN OWNER TRUST
  (Exact name of Registrant as specified in its charter)

    Delaware                   33-61760-02                  51-6522553
(State or other jurisdiction        (Commission               (IRS Employer ID  
of incorporation)              File Number)                   Number) 

 c/o Chase Manhattan Bank, USA, National Association
 1201 N. Market Street
Wilmington, DE 19801
(302) 428-3372

 Carl Krasik, Esq.
Mellon Financial Corporation
Suite 1910
500 Grant Street
 Pittsburgh, Pennsylvania 15258-0001
(412) 234-5222
(Address, including zip code, and telephone number, including area code,  
of registrant's principal offices)

 N/A
 (Former name or former address, if changed since last report)

 Securities registered pursuant to Section 12(b) of the Act:

None

 Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by a 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.   Yes  X    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 definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X                                                                    
---                                                         
The Registrant estimates that as of March 1, 2002, the aggregate market value of
voting and non-voting common equity of the Registrant held by non-affiliates of 
the Registrant was $0.                                                          

As of March 1, 2002, the Registrant had no outstanding shares of any class of   
common stock.                                                                   

No documents have been incorporated by reference in this Form 10-K.             

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]
                                                                                     
PART I                                                                           Page
                                                                                 ----
Item 1.     Business                                                              1  
Item 2.     Properties                                                            1  
Item 3.     Legal Proceedings                                                     1  
Item 4.     Submission of Matters to a Vote of Security Holders                   1  

PART II                                                                              

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters   1  
Item 6.   Selected Financial Data                                                 1  
Item 7.   Management's Discussion and Analysis of Financial Condition                
            and Results of Operations                                             2  
Item 7A.  Quantitative and Qualitative Disclosures About                             
            Market Risk                                                           2  
Item 8.   Financial Statements and Supplementary Data                             2  
Item 9.   Changes in and Disagreements with Accountants                              
            on Accounting and Financial Disclosure                                2  

PART III                                                                             

Item 10.  Directors and Executive Officers of the Registrant                      2  
Item 11.  Executive Compensation                                                  2  
Item 12.  Security Ownership of Certain Beneficial Owners and Management          2  
Item 13.  Certain Relationships and Related Transactions                          2  

PART IV                                                                              

Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form 8-K       3  

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        The Mellon Bank Premium Finance Loan Master Trust (the "Master Trust")
was formed pursuant to a Pooling and Servicing Agreement, dated as of December  
1, 1996, among Mellon Bank, N.A. ("Mellon Bank"), as Transferor, AFCO Credit    
Corporation ("AFCO") and AFCO Acceptance Corporation ("AFCO Acceptance"), as    
Servicer, Premium Financing Specialists, Inc. ("PFS") and Premium Financing     
Specialists of California, Inc. ("PFSC"), as Back-up Servicer, and The First    
National Bank of Chicago, as Trustee. An Amended and Restated Pooling and       
Servicing Agreement for the Master Trust, dated as of June 15, 2001, was entered
into by and among Mellon Premium Finance Loan Owner Trust (the "Owner Trust"),  
AFCO Credit and AFCO Acceptance, as Servicer, PFS and PFSC, as Back-up Servicer,
and Wells Fargo Bank Minnesota, National Association, as Trustee. The Master    
Trust was formed for the purpose of acquiring certain trust assets and issuing  
certificates under the Pooling and Servicing Agreement, as amended and restated 
from time to time, and one or more supplements thereto. The property of the     
Master Trust includes a portfolio of receivables arising under selected premium 
finance agreements originated by either AFCO Credit or AFCO Acceptance to       
finance the payment of premiums and related sums on insurance policies, which   
were transferred by AFCO Credit or AFCO Acceptance to the Owner Trust, and by   
the Owner Trust to the Master Trust.                                            

      On December 19, 1996, the Master Trust issued $440,000,000 aggregate
principal amount of Class A Floating Rate Asset Backed Certificates, Series     
1996-1 and $25,000,000 aggregate principal amount of Class B Floating Rate Asset
Backed Certificates, Series 1996-1 (together, the "1996 Certificates") under    
Registration Statement No. 333-11961 and (in a non-registered transaction) an   
uncertificated interest in the Master Trust in the principal amount of          
$35,000,000 designated as the Collateral Interest, Series 1996-1 (the "1996     
Collateral Interest"). On June 15, 2001, the entire principal of and all        
interest due on the 1996 Certificates and the 1996 Collateral Interest was paid 
in full. On June 15, 2001, the Trust issued $450,000,000 aggregate principal    
amount of Class A Floating Rate Asset Backed Certificates, Series 2001-1 and    
$20,000,000 aggregate principal amount of Class B Floating Rate Asset Backed    
Certificates, Series 2001-1 under Registration Statement Nos. 333-53250,        
333-53250-01 and 333-53250-02 (on Form S-3) (together, the "2001 Public         
Certificates") and (in a non-registered transaction) an uncertificated interest 
in the Master Trust in the principal amount of $30,000,000 designated as the    
Collateral Interest, Series 2001-1. Also on June 15, 2001, the Trust issued in a
non-registered transaction $270,000,000 aggregate principal amount of Class A   
Floating Rate Asset Backed Certificates, Series 2001-2, $12,000,000 aggregate   
principal amount of Class B Floating Rate Asset Backed Certificates, Series     
2001-2 and an uncertificated interest in the Master Trust in the principal      
amount of $18,000,000 designated as the Collateral Interest, Series 2001-2.     

PART I
ITEM 1.  BUSINESS                                                               

Omitted.                                                      

ITEM 2.  PROPERTIES                                                             

Omitted.                                                      

ITEM 3.  LEGAL PROCEEDINGS                                                      

None.                                                         

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

None.                                                         

1 

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PART II                 

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER          
MATTERS                                                       

As of March 21, 2002, there were 9 Holders of record of       
the Series 2001-1 Class A Certificates and 1 Holder of        
record of the Series 2001-1 Class B Certificates.             

To the knowledge of the Master Trust, there is an over the    
counter public trading market for the 2001 Public             
Certificates, although the frequency of transactions varies   
substantially over time.                                      

ITEM 6.  SELECTED FINANCIAL DATA                                                

Omitted.                                                      

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS                                         

Omitted.                                                      

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK             

Not Applicable.                                               

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

Omitted.                                                      

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                          

None.                                                         

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

Omitted.                                                      

ITEM 11. EXECUTIVE COMPENSATION                                                 

Omitted.                                                      

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

      Holders of Class of 2001 Public Certificates generally do not have a
        right to vote and are prohibited from taking part in the management of
the Trust.                                                    

2 

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

None.                                                         

 PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K     

         (a)      Listed below are the documents filed as a part of this report:

Exhibit Number                                                

            20.1     Annual Certificateholders Report, Series 2001-1

20.2     Annual Servicer's Certificate      

               20.3     Report of Independent Certified Public Accountants

                  20.4     Annual Aggregate Certificateholders Statement, Series
2001-1                    

(b)    Reports on Form 8-K:                                   

The Master Trust filed Forms 8-K with the Commission reporting
information under Items 5 and 7, dated as follows:            

January 9, 2001                             

January 31, 2001                            

February 9, 2001                            

February 28, 2001                           

March 9, 2001                               

March 31, 2001                              

April 10, 2001                              

May 9, 2001                                 

May 21, 2001                                

June 11, 2001                               

June 15, 2001                               

July 16, 2001                               

August 9, 2001                              

September 11, 2001                          

October 9, 2001                             

November 8, 2001                            

December 11, 2001                           

(c)    Omitted.                                               

(d)    Omitted.                                               

3 

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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.                                      

                            MELLON BANK, N.A., as registrant

                      By:  /s/ Michael A. Bryson
                                         -------------------------------------
                            Name:  Michael A. Bryson
                                      Title:  Executive Vice President &
                                           Chief Financial Officer

                             MELLON PREMIUM FINANCE LOAN OWNER
                TRUST, as registrant

                                   By: Mellon Bank, N.A., as administrator

                      By:  /s/ Michael A. Bryson
                                         -------------------------------------
                            Name:  Michael A. Bryson
                                      Title:  Executive Vice President &
                                           Chief Financial Officer

                              MELLON PREMIUM FINANCE LOAN MASTER
                TRUST, as registrant

                                   By: Mellon Bank, N.A., as administrator

                      By:  /s/ Michael A. Bryson
                                         -------------------------------------
                            Name:  Michael A. Bryson
                                     Title: Executive Vice President &
                                         Chief Financial Officer

Date:  March ___,  2002                                                         

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 EXHIBIT INDEX
Exhibit                                                                         
-------                                                                         
20.1     Annual Certificateholders Report, Series 2001-1                        

20.2     Annual Servicer's Certificate                                          

20.3     Report of Independent Certified Public Accountants                     

20.4     Annual Aggregate Certificateholders Statement, Series 2001-1           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
Filed on:		3/27/02							U-3A3-1
		3/21/02		5
		3/1/02		2
For Period End:		12/31/01		1					13F-HR
		12/11/01		6					8-K
		11/8/01		6					8-K
		10/9/01		6					8-K
		9/11/01		6					8-K
		8/9/01		6					8-K
		7/16/01		6					8-K
		6/15/01		4		6			8-K
		6/11/01		6					8-K
		5/21/01		6					8-K
		5/9/01		6					13F-HR,  8-K
		4/10/01		6					8-K
		3/31/01		6					13F-HR,  13F-HR/A,  8-K
		3/9/01		6					8-K
		2/28/01		6					8-K
		2/9/01		6					8-K
		1/31/01		6					8-K
		1/9/01		6					8-K
		12/19/96		4					8-K
		12/1/96		4
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