SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-07939
UCFC Funding Corporation
(Series 1998-1, Series 1998-2 and Series 1998-3)
- ---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Louisiana 72-1328674
--------- -------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4041 Essen Lane, Baton Rouge, LA 70809
--------------------------------------- --------
(Address of principal executive offices (Zip Code)
225-987-0000
---------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of class)
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 twelve 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. Not Applicable
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. Not Applicable
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of December 31,
1998. Not Applicable
THIS ANNUAL REPORT ON FORM 10-K IS FILED ON BEHALF OF THE
REGISTRANT BY UNITED COMPANIES LENDING CORPORATION, (as
Servicer under Pooling and Servicing Agreements for the year
ended December 31, 1998) providing for the issuance of Manufactured
Housing Contract Pass-Through Certificates, Series 1998-1,
Series 1998-2 and Series 1998-3.
PAGE 1
<PAGE>
PART I
------
Item 1. BUSINESS
Omitted pursuant to prior Commission "no-action" position.
Item 2. PROPERTIES
Omitted pursuant to prior Commission "no-action" position.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
PART II
-------
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established trading market for Registrant's
securities subject to this filing.
Number of holders of record of the Certificates as of
December 31, 1998: 2
-----
Item 6. SELECTED FINANCIAL DATA
Omitted pursuant to prior Commission "no-action" position.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Omitted pursuant to prior Commission "no-action" position.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Annual Compliance Certificate
attached as Exhibit 28.1 hereto.
Reference is made to the annual report on the
Servicer's compliance with certain provisions of the
Agreements as prepared by Deloitte & Touche, the
Servicer's Independent Certified Public Accountants,
and attached as Exhibit 28.2 hereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PAGE 2
<PAGE>
PART III
--------
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to prior Commission "no-action" position.
Item 11. EXECUTIVE COMPENSATION
Omitted pursuant to prior Commission "no-action" position.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following information is furnished as of December 31, 1998
as to each Certificateholder of record of more
than 5% of the Certificates:
<TABLE>
<CAPTION>
Amount of
Name & Address Beneficial Percent
Title of Class of Owner Ownership of Class
- -------------- --------------- --------- --------
<S> <C> <C> <C>
Manufactured Housing Cede & Co. $17,735,004.61 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series P. O. Box 20
1998-1, Class A-1 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $16,750,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series P. O. Box 20
1998-1, Class A-2 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $36,850,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series P. O. Box 20
1998-1, Class A-3 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $ 8,500,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series P. O. Box 20
1998-1, Class M-1 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $ 8,000,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series P. O. Box 20
1998-1, Class B-1 Bowling Green Station
New York, New York 10274
Manufactured Housing Gopher Equity, Inc. I $ 7,500,000.00 100.0%
Contract Pass-Through P. O. Box 1591
Certificates, Series Attn: Lending Division
1998-1, Class B-2 Baton Rouge, LA 70821
Manufactured Housing Cede & Co. $18,789,358.15 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series 1998-2 P. O. Box 20
Class A-1 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $19,500,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series 1998-2 P. O. Box 20
Class A-2 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $13,300,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series 1998-2 P. O. Box 20
Class A-3 Bowling Green Station
New York, New York 10274
Page 3
Amount of
Name & Address Beneficial Percent
Title of Class of Owner Ownership of Class
- -------------- --------------- --------- --------
Manufactured Housing Cede & Co. $24,250,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series 1998-2 P. O. Box 20
Class A-4 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $ 9,900,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series 1998-2 P. O. Box 20
Class M-1 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $ 4,400,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series 1998-2 P. O. Box 20
Class M-2 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $ 6,600,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series 1998-2 P. O. Box 20
Class B-1 Bowling Green Station
New York, New York 10274
Manufactured Housing Gopher Equity, Inc. I $ 8,800,000.00 100.0%
Contract Pass-Through P. O. Box 1591
Certificates, Series 1998-2 Attn: Lending Division
Class B-2 Baton Rouge, Louisiana 70821
Manufactured Housing Cede & Co. $108,211,190.74 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series P. O. Box 20
1998-3, Class A-1 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $13,125,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series P. O. Box 20
1998-3, Class M-1 Bowling Green Station
New York, New York 10274
Manufactured Housing Cede & Co. $ 5,250,000.00 100.0%
Contract Pass-Through c/o The Depository Trust Co.
Certificates, Series P. O. Box 20
1998-3, Class M-2 Bowling Green Station
New York, New York 10274
Manufactured Housing Gopher Equity, Inc. I $ 6,375,000.00 100.0%
Contract Pass-Through P. O. Box 1591
Certificates, Series Attn: Lending Division
1998-3, Class B-1 Baton Rouge, Louisiana 70821
Manufactured Housing Gopher Equity, Inc. I $14,625,000.00 100.0%
Contract Pass-Through P. O. Box 1591
Certificates, Series Attn: Lending Division
1998-3, Class B-2 Baton Rouge, Louisiana 70821
Page 4
</TABLE>
<PAGE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) None
(b)-(d) Omitted pursuant to prior Commission "no-action" position.
PART IV
-------
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1-2 Not Applicable
3. Exhibits
28.1 Annual Compliance Certificate, Series 1998-1.
Series 1998-2 and Series 1998-3
28.2 Annual Report of Servicer's compliance with
certain provisions of the Agreements by
Servicer's Independent Certified Public
Accountants.
(b)-(d) Omitted pursuant to prior Commission "no-action" position.
PAGE 5
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
----------- -----------
28.1 Annual Statement as to Compliance, UCFC Funding
Corporation Manufactured Housing Pass-Through
Certificates, Series 1998-1, Series 1998-2 and
Series 1998-3 Page 8.
28.2 Independent Accountant's report, Pages 9.
PAGE 6
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Servicer has caused this
report to be signed on behalf of the Registrant by the undersigned,
thereto duly authorized on the 29th day of March, 1999.
UNITED COMPANIES LENDING CORPORATION, as Servicer,
on behalf of the Registrant
/S/ SHERRY E. ANDERSON
- -------------------------------------
Sherry E. Anderson, Secretary
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following officers
and directors of the Servicer on behalf of the Registrant and in
the capacities indicated on the 29th day of March, 1999.
/S/ DALE E. REDMAN
- -------------------------------------
Dale E. Redman, Director
(Principal Financial Officer)
/S/ JOHN D'ANGELO
- -------------------------------------
John D'Angelo, President
/S/ JESSE O. GRIFFIN
- -------------------------------------
Jesse O. Griffin, Sr. Vice President
(Principal Accounting Officer)
PAGE 7
EXHIBIT 28.1
------------
ANNUAL STATEMENT AS TO COMPLIANCE
UCFC FUNDING CORPORATION
MANUFACTURED HOUSING PASS-THROUGH CERTIFICATES
SERIES 1998-1, SERIES 1998-2 AND SERIES 1998-3
In accordance with Section 3.11 of certain Pooling
and Servicing Agreements relating to UCFC Funding Corporation
Manufactured Housing Pass-Through Certificates, Series 1998-1,
Series 1998-2 and Series 1998-3 for the year ended December 31,
1998 (the "Pooling and Servicing Agreements"), by and among
UCFC Funding Corporation, as depositor, United Companies Lending
Corporation, as servicer (the "Servicer"), and Bankers Trust
Company of California, N.A., as trustee, the undersigned officer
of the Servicer does hereby certify as follows: (i) a review
of the activities of the Servicer during 1998 and of performance
under the Pooling and Servicing Agreement has been made under
the undersigned officer's supervision; and (ii) to the best
of such undersigned officer's knowledge, based on such
review, the Servicer has fulfilled all of its obligations
under the Pooling and Servicing Agreement for 1998.
EXECUTED this 29th day of March, 1999.
/s/ JOHN D'ANGELO
------------------------------------
John D'Angelo, President
United Companies Lending Corporation
PAGE 8
EXHIBIT 28.2
------------
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
United Companies Lending Corporation
We have examined management's assertion about United Companies
Lending Corporation's compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage
-----------------------------------------------
Bankers (USAP) as of and for the year ended December 31, 1998
--------
included in the accompanying management assertion. Management is
responsible for United Companies Lending Corporation's compliance
with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the entity's
compliance 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
United Companies Lending Corporation'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 United Companies
Lending Corporation's compliance with the minimum servicing standards.
In our opinion, management's assertion that United Companies
Lending Corporation complied with the aforementioned minimum
servicing standards as of and for the year ended December 31, 1998
is fairly stated, in all material respects.
Deloitte & Touche LLP
March 26, 1999
PAGE 9
<PAGE>
UNITED COMPANIES LENDING CORPORATION
(LETTERHEAD)
As of and for the year ended December 31, 1998, United Companies
Lending Corporation, a wholly-owned subsidiary of United Companies
Lending Group, Inc., which is a wholly owned subsidiary of United
Companies Financial Corporation, has complied in all material respects
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, United
- --------------------
Companies Financial Corporation had in effect fidelity bond and
errors and omissions policies in the amounts of $10,000,000 and
$5,000,000, respectively.
/s/ DEBORAH HICKS MIDANEK 3/26/99
- ------------------------------------ -------------
Deborah Hicks Midanek Date
Chairman and Chief Executive Officer
/s/ F. WAYNE BONO 3/26/99
- ------------------------------------ -------------
F. Wayne Bono Date
Senior Vice President and
Servicing Manager
/s/ JESSE O. GRIFFIN 3/26/99
- ------------------------------------ -------------
Jesse O. Griffin, Sr. Vice President Date
& Director of Accounting Services
PAGE 10
