THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Washington Mutual Bank, FA
(as Seller and Servicer under certain Pooling and Servicing Agreements providing
for the issuance of Mortgage Pass-Through certificates, issuable in series)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] 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 0-08551
WASHINGTON MUTUAL BANK, FA
---------------------------------
(Exact name of registrant as specified in its charter)
Federal Charter 68-0172274
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
400 East Main Street, Stockton, California 95290
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (206) 461-2000
------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the act:
None
Securities registered pursuant to Section 12(g) of the act:
None
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 last 90 days. YES X NO __.
The aggregate market value of voting stock held by nonaffiliates of the
registrant as of January 31, 1999:
None
The number of shares outstanding of the issuer's classes of common stock as
of January 31, 1999:
Common Stock - 295,584
Documents Incorporated by Reference:
None
Note: Registrant meets the conditions set forth in General Instruction (I)
(1) (a) and (b) of Form 10-K and is therefore filing this Form with reduced
disclosure format.
<PAGE>
PART I
Item 1. Business. Washington Mutual Bank, FA, a Federal Savings Bank (the
"Registrant") is filing this Annual Report on Form 10K (the "Annual Report") in
its capacity as a servicer of certain adjustable rate, 1-4 unit residential
loans under Pooling and Servicing Agreements (collectively, the "Agreements")
between the Registrant and Banker's Trust Co. of California, as trustee (the
"trustee"), each of which established a separate mortgage loan pool (each, a
"Mortgage Pool"). Mortgage Pass-Through Certificates, Class A, Series 1987-A,
Series 1987-1, Series 1988-1, Series 1988-2, Series 1988-3, Series 1988-4,
Series 1988-5, and Series 1989-1 (each, a "Certificate Series," and
collectively, the "Class A Certificates"), have been issued pursuant to the
Agreements, with each such series evidencing an undivided beneficial interest in
the Mortgage Pool established by the related Agreement.
On October 3, 1998, Home Savings of America, fsb, a Federally Chartered Savings
Bank, was merged with and into Washington Mutual Bank, FA.
In filing this Annual Report, the Registrant is using a reduced disclosure
format pursuant to exemptive orders obtained from the Securities and Exchange
Commission on September 4, 1987 and January 12, 1989 (the "Orders").
Item 2. Properties. Pursuant to the terms of the Orders, reference is hereby
made to the annual statement as to compliance delivered to the Trustee with
respect to the Mortgage Pools (the "Annual Statement as to Compliance"), filed
as Exhibit 28.1 to this Annual Report.
Item 3. Legal Proceedings. There are no material pending legal proceedings
involving any Mortgage Pool, the Trustee or the Registrant relating to any
Certificate Series.
Item 4. Submission of Matters to a Vote of Security Holders. No vote or consent
of holders of any Certificate Series was solicited for any purpose during the
calendar year covered by this Annual Report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
To the best knowledge of the Registrant, the Class A Certificates are traded in
the secondary market.
As of December 31, 1998, based on information provided to the Registrant by the
Trustee, the Class A Certificates were held of record by the number of holders
specified in the following table:
Certificate Number of
Series Holders
----------- ---------
1987-A 4
1987-1 6
1988-1 6
1988-2 4
1988-3 4
1988-4 4
1988-5 6
1989-1 5
Item 8. Financial Statements and Supplementary Data. Pursuant to the terms of
the Orders, reference is hereby made to the annual independent public
accountants' servicing report delivered to the Trustee with respect to the
Mortgage Pools (the "Annual Independent Accountants' Servicing Report"), filed
as Exhibit 28.2 to this Annual Report.
PART III
Item 12. Security Ownership of Certain Beneficial Owners. The Registrant does
not maintain records regarding persons known to it to be the record owners of
more than 5% of each Certificate Series. Pursuant to the Orders, the record
owners of more than 5% of each Certificate Series as of December 31, 1998 are
set forth below. Such information has been provided to the Registrant by the
Trustee.
<PAGE>
<TABLE>
<CAPTION>
Percent of
Certificate
Certificate Name and Address Amount Held Series
Series of Record Holder of Record Held of Record
- ----------- ---------------------- ----------- --------------
<S> <C> <C> <C>
1987-A Bankcan & Co. $47,625,000 49.03%
Bankers Trust Company
Attn: FHLB Unit
16 Wall Street
New York, NY 10015
1987-A Cede & Co. $40,250,000 41.43%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1987-A Great Western Bank $8,268,957 8.51%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1987-1 Guaranty Federal Bank FSB $52,400,000 23.45%
Attn: Patricia King
8333 Douglas Avenue
Dallas, TX 75225
1987-1 Guaranty Federal Savings Bank $22,750,000 10.18%
Attn: Kathy Kitchen TIFS Accounting
PO BOX 1149
Austin, TX 78767
1987-1 Cede & Co. $118,825,000 53.17%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1987-1 Great Western Bank $19,002,265 8.50%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1988-1 Cede & Co. $157,875,000 75.09%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1988-1 Guaranty Federal Savings Bank $21,750,000 10.34%
Attn: Ellen Taylor TIFS Accounting
1300 South Mopac Expressway
Austin, TX 78746-6497
1988-1 Great Western Bank $16,609,530 7.90%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1988-2 Bankcan & Co. $117,450,000 54.21%
Bankers Trust Company
Attn: FHLB Unit
16 Wall Street
New York, NY 10015
1988-2 Cede & Co. $81,000,000 37.39%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1988-2 Great Western Bank $18,199,393 8.40%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
<PAGE>
Percent of
Certificate
Certificate Name and Address Amount Held Series
Series of Record Holder of Record Held of Record
- ----------- ---------------------- ----------- --------------
1988-3 Guaranty Federal Savings Bank $55,750,000 51.34%
Attn: Kathy Kitchen, TIFS Accounting
PO BOX 1149
Austin, TX 78767
1988-3 Cede & Co. $44,300,000 40.80%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1988-3 Great Western Bank $8,524,444 7.85%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1988-4 Guaranty Federal Savings Bank $57,000,000 51.82%
Attn: Kathy Kitchen, TIFS Accounting
PO BOX 1149
Austin, TX 78767
1988-4 Cede & Co. $43,000,000 39.09%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1988-4 Great Western Bank $9,954,584 9.05%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1988-5 Guaranty Federal Bank FSB $19,000,000 17.40%
Attn: Patricia King
8333 Douglas Avenue
Dallas, TX 75225
1988-5 Guaranty Federal Savings Bank $14,050,000 12.87%
Attn: Kathy Kitchen, TIFS Accounting
PO BOX 1149
Austin, TX 78767
1988-5 Cede & Co. $66,000,000 60.45%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1988-5 Great Western Bank $9,117,094 8.35%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1989-1 Guaranty Federal Savings Bank $15,000,000 13.64%
Attn: Kathy Kitchen, TIFS Accounting
PO BOX 1149
Austin, TX 78767
1989-1 Cede & Co. $84,000,000 76.41%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1989-1 Great Western Bank $9,894,472 9.00%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
</TABLE>
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a)
and (c) Exhibits. Pursuant to the Orders, the Registrant includes as exhibits to
this Annual Report the Annual Statement as to Compliance and the Annual
Independent Accountants' Servicing Report.
Exhibit
No.
- -------
16. Letter regarding change in certifying accountants
(to be filed amendment).
28. Annual Statement as to Compliance for Certificate Series 1987-A
through 1989-1
28.2 Supplemental Report of Independent Accountants on Management's
Assertion Relating to Requirements of Certain Pooling and
Servicing Agreements for Mortgage Pass-Through Certificates.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 BY REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934
No annual report or proxy material with respect to the period covered by this
Annual Report on Form 10-K has been sent to the holders of the Class A
Certificates.
<PAGE>
Signatures by Registrant
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, Washington Mutual Bank, FA has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on February 26,
1999.
WASHINGTON MUTUAL BANK, FA
/s/ Kerry K. Killinger
-------------------------------------
Kerry K. Killinger
President and Chief Executive Officer
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, this report has been signed below on March 18, 1999, by the following
persons on behalf of Washington Mutual Bank, FA and in the capacities indicated
on February 26, 1999.
/s/ Kerry K. Killinger
- -----------------------------------------------------
Kerry K. Killinger
Chairman, President and Chief Executive Officer;
Director (Principal Executive Officer)
/s/ William A. Longbrake
- --------------------------------------------
William A. Longbrake
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
/s/ Richard M. Levy
- --------------------------------------------
Richard M. Levy
Senior Vice President and Controller
(Principal Accounting Officer)
/s/ Douglas P. Beighle /s/ Phillip D. Matthews
- -------------------------------- --------------------------------
Douglas P. Beighle Phillip D. Matthews
Director Director
/s/ David Bonderman /s/ Dr. Samuel B. McKinney
- -------------------------------- --------------------------------
David Bonderman Dr. Samuel B. McKinney
Director Director
/s/ J. Taylor Crandall /s/ Michael K. Murphy
- -------------------------------- --------------------------------
J. Taylor Crandall Michael K. Murphy
Director Director
/s/ Roger H. Eigsti /s/ William G. Reed, Jr.
- -------------------------------- --------------------------------
Roger H. Eigsti William G. Reed, Jr.
Director Director
/s/ John W. Ellis /s/ Elizabeth A. Sanders
- -------------------------------- --------------------------------
John W. Ellis Elizabeth A. Sanders
Director Director
/s/ Anne V. Farrell /s/ William D. Schultz
- -------------------------------- --------------------------------
Anne V. Farrell William D. Schultz
Director Director
/s/ Stephen E. Frank /s/ James H. Stever
- -------------------------------- --------------------------------
Stephen E. Frank James H. Stever
Director Director
/s/ William Gerberding /s/ Willis B. Wood
- -------------------------------- --------------------------------
William Gerberding Willis B. Wood
Director Director
/s/ Enrique Hernandez, Jr.
- --------------------------------
Enrique Hernandez, Jr.
Director
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -------------------------------------------------
16.1 Letter regarding change in certifying accountants
(to be filed by amendment)
28.1 Annual Statement as to Compliance for Certificate Series
1987-A through 1989-1
28.2 Supplemental Report of Independent Accountants on Management's
Assertion Relating to Requirements of Certain Pooling and
Servicing Agreements for Mortgage Pass-Through Certificates
Exhibit 28.1
- ------------
ANNUAL STATEMENT AS TO COMPLIANCE
David Imig, Senior Vice President and Director of Loan Servicing, of Washington
Mutual Bank, FA (the "Bank"), pursuant to Section 3.10 of certain Pooling and
Servicing Agreements between the Bank, as seller and servicer, and Banker's
Trust Co. of California, as trustee, dated as of the respective dates set forth
below (the "Pooling and Servicing Agreements") pursuant to which Mortgage
Pass-Through Certificates of the indicated Series were issued:
Date of Pooling and Mortgage Pass-Through
Servicing Agreement Certificates, Series
------------------- ---------------------
September 1, 1987 1987-A
July 1, 1987 1987-1
March 1, 1988 1988-1
April 1, 1988 1988-2
June 1, 1988 1988-3
August 1, 1988 1988-4
December 1, 1988 1988-5
January 1, 1989 1989-1
do hereby certify that:
(i) a review of the activities of the Bank for the year ended December 31,
1998 and of performance under the Pooling and Servicing Agreements has
been made under our supervision, and
(ii) to the best of our knowledge, based on such review, the Bank has
fulfilled all of its obligations under each Pooling and Servicing
Agreement throughout such year.
IN WITNESS WHEREOF, we have hereunto signed our names as of this 26th
day of February 1999.
/s/ David Imig
- -------------------------------------------
David Imig
Senior Vice President,
and Director of Loan Servicing
INDEPENDENT ACCOUNTANTS' REPORT ON
COMPLIANCE WITH UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS
Audit Committee of the Board of Directors
Washington Mutual, Inc.
Seattle, Washington
We have examined management's assertion about Washington Mutual, Inc.'s (the
Company) 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 the
Company's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the Company'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 the 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 the Company's compliance with the minimum servicing
standards. In our opinion, management's assertion that Washington Mutual, Inc.
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 1998, is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
February 26, 1999
