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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File number 333-44585-02
First Alliance Mortgage Loan Trust 1998-1F
Delaware 13-7148828
(State of other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
First Alliance Mortgage Loan Trust 98-1F
C/O Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, DW 19890
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (302) 651-8775
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of each exchange on
which registered)
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 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 No X. *
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 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.
Number of shares of common stock outstanding as of December 31, 1998. Not
applicable.
Documents Incorporated by Reference. Not applicable.
* All filings required have been made, several of which have been filed late.
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Index
Part I
Item 1 - BUSINESS
Item 2 - PROPERTIES
Item 3 - LEGAL PROCEEDINGS
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Part II
Item 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Item 6 - SELECTED FINANCIAL DATA
Item 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Item 7A - QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Part III
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Item 11 - EXECUTIVE COMPENSATION
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Part IV
Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
INDEX TO EXHIBITS
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
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PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Not Applicable.
ITEM 3 - LEGAL PROCEEDINGS
First Alliance Mortgage Company ("First Alliance")is not aware of any
material pending legal proceedings involving either the First Alliance Mortgage
Loan Trust 1998-1F (the "Trust") established pursuant to the Trust Agreement
dated as of March 1, 1998 between First Alliance, as Seller and Wilmington Trust
Company as Owner Trustee.
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 First Alliance, there is no established public
trading market for any beneficial interests in the Trust.
The Notes issued by the Trust are held by the Depository Trust Company
("DTC") which in turn maintains records of holders of beneficial interests in
such Notes. Based on information obtained from DTC, as of December 31, 1998,
there were 11 holders of the Notes.
ITEM 6 - SELECTED FINANCIAL DATA
Not applicable.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Not applicable.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In addition to the information included in the Annual Compilation of
Monthly Trustee's Statements attached as Exhibit 99.3 hereto, the gross
servicing compensation paid to the Servicer for the year ended December 31, 1998
was $192,900.
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 Issuer 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 the Notes issued by
the Trust; (ii) the principal amount of the Notes owned by each and(iii) the
percent that the principal amount of the Notes owned by such entity represents
of the outstanding principal amount of the Notes. The information set forth in
the table for the Notes is based upon information obtained from DTC and
represents ownership of beneficial interests in the Notes held by DTC. First
Alliance is not aware of any Schedules 13D or 13G filed with the Securities and
Exchange Commission in respect of the Notes.
Amount Owned
------------
All Dollar Amounts
------------------
Are in Thousands
----------------
Name and Address Principal Percent
- ---------------- --------- -------
Bank of New York (The) $15,000,000 27%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company $2,800,000 5%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $16,000,000 29%
4 New York Plaza
Proxy Department 13th Floor
New York, NY 10004
State Street Bank and Trust Company $3,500,000 6%
Global Corp. Action Dept.
P.P. Box 1631
Boston, MA 02105-1631
Brown Brothers Harriman & Co $3,000,000 5%
63 Wall Street, 8th Floor
New York, NY 10005
Boston Safe Deposit and Trust $5,000,000 9%
Company
C/O Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Bankers Trust Company $8,650,000 16%
First Union Capital Market Clearance
16th Wall Street
5th Floor
New York, NY 10005
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
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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 Servicer - First
Alliance Mortgage Company
99.2 Annual Report of Independent Accountants with
respect to the Servicer's overall
servicing operations - Deloitte & Touche LLP
99.3 Annual Compilation of Monthly Trustee's Statements
(b) Reports on Form 8-K.
Reports on Form 8-K have been filed by the Issuer during the period covered
by this report.
Date of Reports on Items Reported/Financial
Form 8-K Statements Filed
March 18, 1999 Trustee's Monthly Report for the April
Monthly Period.
June 19, 1998 Trustee's Monthly Report for the May
Monthly Period.
July 20, 1998 Trustee's Monthly Report for the June
Monthly Period.
August 20, 1998 Trustee's Monthly Report for the
July Monthly Period.
September 17, 1998 Trustee's Monthly Report for the
August Monthly Period.
October 20, 1998 Trustee's Monthly Report for the
September Monthly Period.
November 19, 1998 Trustee's Monthly Report for the
October Monthly Period.
December 21, 1998 Trustee's Monthly Report for the
November Monthly Period.
March 18, 1999 Trustee's Monthly Report for the
December Monthly Period.
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SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) 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.
FIRST ALLIANCE MORTGAGE COMPANY
on behalf of
First Alliance Mortgage Loan Trust 1998-1F
By: /s/ Francisco Nebot
-----------------------------------------
Name: Francisco Nebot
Title: Executive Vice President and Chief Financial Officer
Date: March 18, 1999
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INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
99.1 Statement of Compliance of the Servicer - First Alliance
Mortgage Company
99.2 Annual Report of Independent Accountants with respect to
the Servicers' overall servicing operations -
Deloitte & Touche LLP
99.3 Annual Compilation of Monthly Trustee's Statements
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Exhibit 99.1
FIRST ALLIANCE MORTGAGE LOAN TRUST 1998-1F
OFFICER'S CERTIFICATE OF COMPLIANCE
Pursuant to the terms of the Sale and Servicing Agreement dated as of March 1,
1998 among First Alliance Mortgage Company as Seller and Servicer, the First
Alliance Mortgage Loan Trust 1998-1F, as Issuer and The Chase Manhattan Bank as
Indenture Trustee, I have reviewed the activities of the Servicer during the
year ended December 31, 1998. I have also reviewed its performance under the
Sale and Servicing Agreement and to the best of my knowledge, based on such
review, the Servicer has fulfilled all its obligations under the Agreement
throughout such period.
By: /s/ Brian Chisick
--------------------------
Name: Brian Chisick
Title: President and Chief Executive Officer
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Exhibit 99.2
Deloitte & Touche LLP
Suite 1200 Telephone: (714) 436-7100
695 Town Center Drive Facsimile: (714) 436-7200
Costa Mesa, California 92626-1924
INDEPENDENT AUDITORS' REPORT
We have examined management's assertion about First Alliance Mortgage Company'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 First Alliance
Mortgage Company'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 First Alliance Mortgage Company'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 First Alliance Mortgage Company's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Alliance Mortgage Company
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 1998 is fairly stated, in all respects.
\s\ Deloitte & Touche LLP
Costa Mesa, California
January 25, 1999
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Exhibit 99.3
First Alliance Mortgage Loan Trust
Mortgage Loan Asset Backed Notes Series 1998-1F
1998 - Annual Statement
DISTRIBUTION DOLLARS
ENDING
PERIOD CLASS CUST INTEREST PRINCIPAL BALANCE
199804 NOTE $305,161.67 $705,497.62 $54,694,502.38
199805 NOTE $301,275.55 $1,533,517.73 $53,160,984.65
199806 NOTE $292,828.42 $604,649.17 $52,556,335.47
199807 NOTE $289,497.81 $899,844.28 $51,656,491.19
199808 NOTE $284,541.17 $1,419,356.96 $50,237,134.23
199809 NOTE $276,722.88 $810,751.26 $49,426,382.97
199810 NOTE $272,256.99 $2,680,904.25 $46,745,478.72
199811 NOTE $257,489.68 $1,098,059.05 $45,647,419.67
199812 NOTE $251,441.20 $1,526,995.68 $44,120,423.99
Total Note: $2,531,215.37 $11,279,576.00
Total Class R Certificates: $451,066.32
Factor Information Per $1,000
PRINCIPAL INTEREST ENDING NOTE INIT NOTE CURR NOTE
CLASS DISTRIBUTION DISTRIBUTION BALANCE RATE RATE
NOTE 203.60245873 45.68980812 796.39754502 6.6100% 6.6100%
CERT N/A N/A N/A N/A N/A
Per $1000
---------
NOTE DISTRIBUTION: $13,810,791.37 249.29
SCHEDULED PRINCIPAL: $347,574.92
PREPAYMENTS & PREFUNDING ACT. REMAINDER: $10,379,372.27
SUBORDINATION INCREASE $552,628.81
--------------
TOTAL PRINCIPAL DISTRIBUTION: $11,279,576.00 203.60
TOTAL INTEREST DISTRIBUTION: $2,531,215.37
INSURED PAYMENT: 0.00
LOAN PURCHASE PRICES: $2,008,578.30
SUBSTITUTION AMOUNTS: $0.00
SUBORDINATION REDUCTION AMOUNT: 0.00
CURRENT REALIZED LOSSES: 0.00
CUMULATIVE REALIZED LOSSES: 0.00
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NUMBER LOAN BALANCE
LOANS BOUGHT BACK PURSUANT TO SECTION 2.4
CURRENT: 0 0.00
CUMULATIVE: 0 0.00
LOANS BOUGHT BACK PURSUANT TO SECTION 2.6
CURRENT: 0 0.00
CUMULATIVE: 0 0.00
LOANS BOUGHT BACK PURSUANT TO SECTION 4.10
CURRENT: 0 0.00
CUMULATIVE: 0 0.00
AVAILABLE FUNDS CAP CARRY-FORWARD AMOUNT: 0.00
DELINQUENT MORTGAGE LOANS(includes loans in foreclosure and bankruptcy):
AGGREGATE
CATEGORY NUMBER LOAN BALANCE PERCENTAGE
30-59 DAYS 10 $628,016.28 1.41%
60-89 DAYS 5 $216,711.51 0.49%
90+ DAYS 9 $721,456.66 1.61%
LOANS IN FORECLOSURE(included in delinquencies above):
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
22 $1,417,951.82 3.17%
LOANS IN BANKRUPTCY(included in delinquencies above):
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
0 $0.00 0.00%
REO PROPERTIES(included in delinquencies above):
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
0 $0.00 0.00%
ENDING AGGREGATE LOAN BALANCE: $44,674,423.99
BOOK VALUE OF REO PROPERTY: 0.00
