Item 4. Submission Of Matters To A Vote Of Security Holders
None.
PART II
Item 5.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
As of March 15, 2005, there were 15 holders of record of the Series 2004-1 Class A Notes, one holder of record of the Series 2004-1 Class B Notes and two holders of record of the Series 2004-1 Class C Notes.
To the knowledge of the Note Trust, there is an over the counter public trading market for the Series 2004-1 Class A, B and C Notes, although the frequency of transactions varies substantially over time.
Item 6.
Item 6. Selected Financial Data
Omitted.
Item 7.
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
Omitted.
Item 7A.
Item 7A. Quantitative And Qualitative Disclosures About Market Risk
Not Applicable.
Item 8.
Item 8. Financial Statements And Supplementary Data
Omitted.
Item 9.
Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
Omitted.
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Item 9B.
Item 9B. Other Information
Omitted.
PART III
Item 10.
Item 10. Directors And Executive Officers Of The Registrant
Omitted.
Omitted.
Item 12.
Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters
Holders of the Series 2004-1 Class A, B and C Notes generally do not have a right to vote and are prohibited from taking part in the management of the Trust.
Item 13.
Item 13. Certain Relationships And Related Transactions
None.
Item 14.
Item 14. Principal Accountant Fees and Services
Omitted.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
(a) Listed below are the documents filed as a part of this report:
Exhibit Number
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by
Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
No annual report to security holders covering 2004 has been sent to security holders of the registrant. No proxy materials have been sent to the registrant’s security holders with respect to any annual or other meeting of security holders.
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Certification
I, Michael A. Bryson, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Mellon Bank PFL Master Note Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review as specified in the pooling and servicing, or similar, agreement, that is included in these reports.
Date: March 28, 2005
C-1
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.
Date: March 28, 2005
S-1
EXHIBIT INDEX
E-1