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 333-30759-08
AMRESCO Residential Securities Corporation Mortgage Loan Trust 1998-2
New York Application Pending
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Norwest Bank Minnesota,
National Association 55479-1026
Sixth Street and Marquette Avenue (Zip Code)
Minneapolis, MN
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 667-8058
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 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 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.
PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Not Applicable.
ITEM 3 - LEGAL PROCEEDINGS
AMRESCO Residential Securities Corporation (the "Depositor")
is not aware of any material pending legal proceedings involving
either the AMRESCO Residential Securities Corporation Mortgage
Loan Trust 1998-2 (the "Trust") established pursuant to the
Pooling and Servicing Agreement dated as of June 1, 1998, among
the Depositor, AMRESCO Residential Capital Markets, Inc. in its
capacity as seller, Advanta Mortgage Corp. USA, Ameriquest
Mortgage Company and Wendover Financial Services Corporation as
the servicers (the "Servicers"), and Norwest Bank Minnesota,
National Association in its capacity as 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 the Depositor, there is no
established public trading market for any beneficial interests in
the Trust.
All of the Class A-1, A-1, A-3, A-4, A-5, A-6, A-7 and A-8
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 from DTC, as of January 12, 1999, there were 6 holders
of the Class A-1 Certificates, 16 holders of the Class A-2
Certificates, 4 holders of the Class A-3 Certificates, 4 holders
of the Class A-4 Certificates, 3 holders of the Class A-5
Certificates, 7 holders of the Class A-6 Certificates, 3 holders
of the Class A-7 Certificates and 21 holders of the Class A-8
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 DATA
The gross servicing compensation paid to the Servicers for
the year ended December 31, 1998 was $2,523,733.
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.
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 Class A 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 Class A Certificates is based upon
information obtained 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.
Amount Owned
Name and Address All Dollar Amounts Are
Class in Thousands
Principal Percent
Bankers Trust Company A-1 37,000,000 32%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank A-1 64,000,000 55%
4 New York Plaza
13th Floor
New York, NY 10004
State Street Bank and Trust Company A-1 10,000,000 9%
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
ABN AMRO Incorporated/ Bond Trading A-2 5,000,000 8%
181 W. Madison
Chicago, IL 60603
Bankers Trust Company A-2 3,200,000 5%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank A-2 13,950,000 23%
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. A-2 7,000,000 11%
P.O. Box 30576
Tampa, FL 33630-3576
First Union National Bank A-2 4,400,000 7%
1525 West W. T. Harris Blvd 3A4
Charlotte, NC 28288
Merrill Lynch, Pierce Fenner & Smith A-2 6,000,000 10%
Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
State Street Bank and Trust Company A-2 14,890,000 24%
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
ABN AMRO Incorporated/ Bond Trading A-3 5,000,000 14%
181 W. Madison
Chicago, IL 60603
Bank of New York (The) A-3 8,000,000 22%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank A-3 18,000,000 50%
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. A-3 5,000,000 14%
P.O. Box 30576
Tampa, FL 33630-3576
Chase Manhattan Bank A-4 31,100,000 84%
4 New York Plaza
13th Floor
New York, NY 10004
FUNB - Philadelphia Main A-4 5,000,000 14%
530 Walnut Street
FC1-9-81-48
Philadelphia, PA 19101
Bank of New York (The) A-5 5,000,000 31%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company A-5 5,000,000 31%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank A-5 6,000,000 38%
4 New York Plaza
13th Floor
New York, NY 10004
Bank of New York (The) A-6 18,000,000 51%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company A-6 5,000,000 14%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank One Trust Company, N.A. A-6 1,890,000 5%
235 W. Schrock Road
Brooksedge Village
Westerville, OH 43081
FUNB - Phila. Main A-6 5,000,000 14%
530 Walnut Street
FC1-9-81-48
Philadelphia, PA 19101
National City Bank A-6 4,510,000 13%
1900 East 9th Street
Cleveland, OH 44114
Chase Manhattan Bank A-7 15,000,000 10%
4 New York Plaza
13th Floor
New York, NY 10004
Republic National Bank of New York A-7 10,000,000 7%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
State Street Bank and Trust Company A-7 125,000,000 83%
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Boston Safe Deposit and Trust Company A-8 81,796,000 22%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank A-8 119,721,000 32%
4 New York Plaza
13th Floor
New York, NY 10004
Deutsche Bank A.G., New York Branch A-8 25,000,000 7%
31 west 52nd Street
New York, NY 10019
Morgan Stanley & Co. Incorporated A-8 46,417,000 12%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
State Street Bank and Trust Company A-8 68,181,000 18%
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
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 (a) Statement of Compliance of the
Servicer - Advanta
99.1 (b) Statement of Compliance of the
Servicer - Ameriquest
99.1 (c) Statement of Compliance of the
Servicer - Wendover
99.2 (a) Annual Report of Independent
Accountants with respect to
the Servicer's overall
servicing operations - Arthur
Andersen LLP
99.2 (b) Annual Report of Independent
Accountants with respect to
the Servicers' overall servicing
operations - Deloitte & Touche LLP
99.2 (c) Annual Report of Independent
Accountants with respect to
the Servicers' overall
servicing operations - KPMG
Peat Marwick LLP
(b) Reports on Form 8-K.
Reports on Form 8-K have been filed by the Issuer during the
period covered by this report.
Items Reported/Financial
Date of Reports on Statements Filed
Form 8-K
June 26, 1998 Acquisition or Disposition of Assets.
Underwriting and Pooling and Servicing
Agreements. Description of Mortgage
Loans.
July 10, 1998 Acquisition or Disposition of Assets.
Subsequent Transfer Agreement
July 22, 1998 Acquisition or Disposition of Assets.
Subsequent Transfer Agreement
August 4, 1998 Trustee's Monthly Report for the June
Monthly Period.
September 8, 1998 Trustee's Monthly Report for the July
Monthly Period.
October 2, 1998 Trustee's Monthly Report for the
August Monthly Period.
November 5, 1998 Trustee's Monthly Report for the
September Monthly Period.
December 7, 1998 Trustee's Monthly Report for the
October Monthly Period.
January 6, 1999 Trustee's Monthly Report for the
November Monthly Period.
February 3, 1999 Trustee's Monthly Report for the
December Monthly Period.
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.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
on behalf of AMRESCO
Residential Securities Corporation Mortgage
Loan Trust 1998-2
By: /s/ Ron B. Kirkland
Name: Ron B. Kirkland
Title: Senior Vice President and Chief
Accounting Officer
Date: March 23, 1999
INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
99.1 (a) Statement of Compliance of the
Servicer - Advanta
99.1 (b) Statement of Compliance of the
Servicer - Ameriquest
99.1 (c) Statement of Compliance of the
Servicer - Wendover
99.2 (a) Annual Report of Independent
Accountants with respect to
the Servicer's overall
servicing operations - Arthur
Andersen LLP
99.2 (b) Annual Report of Independent
Accountants with respect to
the Servicers' overall
servicing operations -
Deloitte & Touche LLP
99.2 (c) Annual Report of Independent
Accountants with respect to
the Servicers' overall
servicing operations - KPMG
Peat Marwick LLP
Exhibit No. 99.1 (a)
ADVANTA Advanta
Mortgage
P.Box 509011
San Diego, CA 92150-9011
16875 West Bernardo Drive
San Diego, CA 92127
619-674-1800
Report of Management on Compliance with Minimum Servicing Standards
As of and for the year ended December 31, 1997, Advanta
Mortgage Corp. USA has complied 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 the same period, Advanta Mortgage
Corp. USA had in effect fidelity bond coverage in the amount
of $15 million and mortgage contingent liability protection
coverage in the amount of $2 million.
/s/ William P. Garland /s/ James L. Sheero
William P. Garland James L. Shreero
Senior Vice President Senior Vice President
Loan Servicing Officer Finance and Accounting
Exhibit No. 99.1 (b)
AMERIQUEST
MORTGAGE
COMPANY
January 12, 1998
As of and for the year ended December 31, 1997, Ameriquest
Mortgage Company 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. From January 1, 1997 through
December 31, 1997, Ameriquest Mortgage Company had in effect
a fidelity bond in the amount of $10,000,000 and for the
same period, an errors and omissions policy in an amount
ranging from $4,100,000 to $6,200,000
/s/ Jule J. Keen
Jule J. Keen
Executive Vice President of
Servicing Division
/s/ Shawna R. Ogilvie
Shawna R. Ogilvie
Vice President of Servicing Division
/s/ John P. Grazer
John P. Grazer
Executive Vice President
And Acting Chief Financial Officer
Exhibit No. 99.1 (c)
Wendover
Loan Portfolio Management
Management Assertion
As of and for the year ended December 31, 1997, Wendover
Financial Services Corporation (the "Company") 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, the Company had in
effect a fidelity bond policy in the amount of $15,000,000
and an errors and omissions policy in the amount of
$15,000,000.
/s/ Larry Walker /s/ Larry Walker
Larry Walker Teresa Shook
President Executive Vice
President and Chief
Operating Officer
/s/ Elizabeth Mabe /s/ John S. Wilkinson
Elizabeth Mabe, Senior John S. Wilkinson, Vice
Vice President, President
Controller/Corporate Corporate Services
Operations
Exhibit No. 99.2 (a)
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Advanta Mortgage Corp. USA:
We have examined management's assertion about Advanta
Mortgage Corp. USA's (the "Company"), and indirect wholly-
owned subsidiary of Advanta Corp., compliance with the
minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (USAP) and that Advanta
Mortgage Corp. USA had in effect fidelity bond coverage in
the amount of $15 million and mortgage contingent liability
protection coverage in the amount of $2 million as of and
for the year ended December 31, 1997 included in the
accompanying management assertion. Management is
responsible for Advanta Mortgage Corp. USA's compliance with
those minimum-servicing standards and for maintaining a
fidelity bond and errors and omissions policy. 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 Advanta Mortgage Corp. USA's
compliance with those 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
Advanta Mortgage Corp. USA's compliance with the minimum
servicing standards.
In our opinion, management's assertion that Advanta Mortgage
Corp. USA complied with the aforementioned minimum servicing
standards and that Advanta Mortgage Corp. USA had in effect
fidelity bond coverage in the amount of $15 million and
mortgage contingent liability protection coverage in the
amount of $2 million as of and for the year ended December
31, 1997 is fairly stated, in all material respects.
\s\Arthur Andersen LLP
Philadelphia, PA
March 20, 1998
Exhibit No. 99.2 (b)
Deloitte &
ToucheLLP
Suite 1200 Telephone (714) 436-7100
695 Town center Drive Facsimile: (714) 436-7200
Costa Mesa, California 92626-1924
INDEPENDENT ACOUNTANTS' REPORT
To Ameriquest Mortgage Company:
We have examined management's assertion about Ameriquest
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,
1997, included in the accompanying management assertion.
Management is responsible for Long Beach 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 Long Beach 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
Ameriquest Mortgage Company's compliance with the minimum
servicing standards.
In our opinion, management's assertion regarding Long Beach
Bank Mortgage Company's compliance with the aforementioned
minimum servicing standards as of and for the year ended
December 31, 1997 is fairly stated, in all material
respects.
\s\Deloitte & Touche LLP
April 8, 1998
Exhibit No. 99.2 (c)
KPMG Peat Marwick LLP
Suite 700
301 N. Elm Street
Greensboro, NC 27401
INDEPENDENT ACCOUNTANT'S REPORT
On Management's Assertion on Compliance with the
Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
The Board of Directors
Wendover Financial Services Corporation
We have examined management's assertion about Wendover
Financial Services Corporation's (an indirect, wholly-owned
subsidiary of Electronic Data Systems Corporation)
("Wendover") compliance 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 the year ended December 31, 1997 included in the
accompanying Report of Management. Management is
responsible for Wendover's compliance with those minimum-
servicing standards. Our responsibility is to express an
opinion on management's assertions about Wendover'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 Wendover'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 Wendover's compliance with the minimum
servicing standards.
In our opinion, management's assertion that Wendover has
complied in all material respects with the aforementioned
minimum servicing standards as of and for the year ended
December 31, 1997 is fairly stated, in all material
respects.
\s\ KPMG Peat Marwick LLP
March 18, 1998
