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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO _________.
COMMISSION FILE NUMBER: 333-47311
AMERICAN RESIDENTIAL EAGLE, INC. (AS DEPOSITOR OF AMERICAN RESIDENTIAL EAGLE
CERTIFICATE TRUST 1998-1, ISSUER OF THE MORTGAGE-BACKED CALLABLE CERTIFICATES,
SERIES 1998-1, UNDER A TRUST AGREEMENT DATED JUNE 1, 1998, AND AS DEPOSITOR OF
AMERICAN RESIDENTIAL EAGLE BOND TRUST 1998-1, ISSUER OF THE CLASS A
COLLATERALIZED CALLABLE MORTGAGE BONDS UNDER AN INDENTURE DATED JUNE 1, 1998)
AMERICAN RESIDENTIAL EAGLE INC.
(Exact Name of registrant as specified in its charter)
DELAWARE 33-0787975
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
445 MARINE VIEW AVENUE, SUITE 230, 92014
DEL MAR, CALIFORNIA (Zip code)
(Address of principal executive offices)
(619) 350-5001
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:
NONE NONE
(Title of class) (Title of class)
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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. 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]
State the aggregate market value of the voting stock held by non-affiliates of
Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of specified date within 60 days prior to the date of filing:
NOT APPLICABLE
Documents incorporated by reference:
NOT APPLICABLE
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AMERICAN RESIDENTIAL EAGLE INC.
MORTGAGE-BACKED CALLABLE CERTIFICATES SERIES 1998-1
INDEX
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Page
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PART I ........................................................................................................ 3
ITEM 1 - BUSINESS...................................................................................... 3
ITEM 2 - PROPERTIES.................................................................................... 3
ITEM 3 - LEGAL PROCEEDINGS............................................................................. 3
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................... 3
PART II ........................................................................................................ 3
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.......................... 3
ITEM 6 - SELECTED FINANCIAL DATA....................................................................... 3
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......... 3
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................................................... 3
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......... 3
PART III ........................................................................................................ 4
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............................................ 4
ITEM 11 - EXECUTIVE COMPENSATION........................................................................ 4
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................................ 4
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................................ 7
PART IV ........................................................................................................ 7
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K............................... 7
SIGNATURES ........................................................................................................ 8
INDEX TO EXHIBITS ........................................................................................................ 9
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PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
American Residential Eagle Inc. (the "Depositor") will furnish
information regarding the Mortgaged Properties by reference to the Annual
Compliance Certificates to be filed herein under Item 14.
ITEM 3 - LEGAL PROCEEDINGS
The Depositor is not aware of any material pending legal
proceedings involving either the Mortgage-Backed Callable Certificates, Series
1998-1 Trust (the "Trust); the Trustee; the Depositor; or the Servicer which
relates to the Trust.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of
beneficial interests in the Trust through the solicitation of proxies or
otherwise.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
To the best knowledge of the Depositor, there is no established
public trading market for the Certificates.
All of the Class A Certificates, Class M Certificates, Class B
Certificates, Class X Certificates and Class O Certificates issued by the Trust
are held by the Depository Trust Company ("DTC") which in turn maintains records
of holders of beneficial interests in such Certificates. Based on information
obtained by the Trust from DTC, as of December 31, 1998, there were five holders
of Class A-1 Certificates, seven holders of Class A-2 Certificates, two holders
of Class M-1 Certificates and one holder of each of the Class M-2 Certificates,
Class B Certificates, Class X Certificates and Class O Certificates.
ITEM 6 - SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not Applicable.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
Not Applicable.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on
accounting or financial disclosures between the Depositor and its accountants.
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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
The following table sets forth (i) the name and address of each
entity owning more than 5% of the outstanding principal amount of each Class of
Certificates of the Trust; (ii) the principal amount of the Class of
Certificates owned by each and (iii) the percent that the principal amount of
the Class of Certificates owned by such entity represents of the outstanding
principal amount of such Class of Certificates. The information set forth in the
table for the Certificates is based upon information obtained by the Trust from
DTC and represents ownership of beneficial interest in the Certificates held by
DTC. The Depositor is not aware of any Schedules 13D or 13G filed with the
Securities and Exchange Commission in respect of the Certificates.
Class A-1
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NAME AND ADDRESS PRINCIPAL AMOUNT % OF CLASS
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Boston Safe Deposit and Trust Company $12,970,000 9.0%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
LBI-Lehman Government Securities Inc. (LBI) $60,000,000 41.68%
101 Hudson Street
31st Floor
Jersey City, NJ 07302
State Street Bank and Trust Company $15,000,000 10.42%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Chase Manhattan Bank $55,000,000 38.20%
4 New York Plaza
13th Floor
New York, NY 10004
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Class A-2
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NAME AND ADDRESS PRINCIPAL AMOUNT % OF CLASS
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The Bank of New York $20,000,000 8.62%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank $56,000,000 24.13%
4 New York Plaza
13th Floor
New York, NY 10004
Goldman, Sachs & Co. $67,093,000 28.91%
1 New York Plaza
45th Floor
New York, NY 10004
State Street Bank and Trust Company $38,000,000 16.37%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Bankers Trust Company $25,000,000 10.77%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Broker & Dealer $25,000,000 10.77%
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10015
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Class M-1
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NAME AND ADDRESS PRINCIPAL AMOUNT % OF CLASS
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Investors Bank & Trust/M.F. Custody $23,000,000 49.97%
200 Clarendon Street
15th Floor Hancock Tower
Boston, MA 02116
$23,029,000 50.03%
LBI-Lehman Government Securities Inc. (LBI)
101 Hudson Street
31st Floor
Jersey City, NJ 07302
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Class M-2
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NAME AND ADDRESS NOTIONAL AMOUNT % OF CLASS
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The Bank of New York $17,365,000 100%
925 Patterson Plank Road
Secaucus, NJ 07094
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Class B
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NAME AND ADDRESS NOTIONAL AMOUNT % OF CLASS
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American Residential Eagle, Inc. 17,365,000 100%
445 Marine View Avenue, Suite 230
Del Mar, CA 92014
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Class X
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NAME AND ADDRESS NOTIONAL AMOUNT % OF CLASS
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American Residential Eagle, Inc. 100%
445 Marine View Avenue, Suite 230
Del Mar, CA 92014
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Class O
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NAME AND ADDRESS NOTIONAL AMOUNT % OF CLASS
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American Residential Eagle, Inc. 100%
445 Marine View Avenue, Suite 230
Del Mar, CA 92014
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ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this
report:
1. Financial Statements:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Exhibit
No. Description
------- -----------
99.1* Statement of Compliance of the Master
Servicer pursuant to Section 3(q) of the
Master Servicing Agreement.
99.2* Annual Reports of Independent
Accountants of Servicers with respect to
each Servicer's overall servicing
operations.
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* The document is not due to be delivered until May 31, 1999. Such document will
be filed with the Securities and Exchange Commission by amendment upon receipt
by the Registrant.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Depositor has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
By: AMERICAN RESIDENTIAL EAGLE INC.,
As Depositor
By: /s/ Mark A. Conger
------------------------------------
Name: Mark A. Conger
Title: Executive Vice President, Chief
Financial Officer
Date: May 5, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Depositor and in the capacities and on the dates indicated:
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Signature Position Date
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/s/ John R. Robbins Chief Executive Officer and May 5, 1999
- -------------------------------------- Chairman of the Board of Directors
John R. Robbins (Principal Executive Officer)
/s/ Jay M. Fuller President, Chief Operating Officer May 5, 1999
- -------------------------------------- and Director
Jay M. Fuller
/s/ Mark A. Conger Executive Vice President, Chief May 5, 1999
- -------------------------------------- Financial Officer and Director
Mark A. Conger (Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
- ----------- -----------
99.1* Statement of Compliance of the Master Servicer pursuant to Section
3(q) of the Master Servicing Agreement.
99.2* Annual Reports of Independent Accountants of Servicers with respect
to each Servicer's overall servicing operations pursuant to Section
3(r) of the Master Servicing Agreement.
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* The document is not due to be delivered until May 31, 1999. Such document will
be filed with the Securities and Exchange Commission by amendment upon receipt
by the Registrant.
