SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1998
Commission file number: 333-38879
IMPERIAL CMB TRUST SERIES 1998-1
(as issuer under a Series 1998-1 Indenture dated as of January 29,
1998, providing for, among other things, the issuance of
Collateralized Asset-Backed Bonds Series 1998-1)
IMPERIAL CMB TRUST SERIES 1998-1
(Exact name of Registrant as specified in its Charter)
DELAWARE 33-0705301
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
c/o WILMINGTON TRUST COMPANY
RODNEY SQUARE NORTH
1100 NORTH MARKET STREET
WILMINGTON, DELAWARE 19890
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 556-0122
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE.
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 the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of
the Registrant as of December 31, 1998: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31,
1998: NOT APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated herein by reference
are as follows:
Indenture of Registrant dated as of January 29, 1998 (hereby
incorporated herein by reference as part of the Registrant's
Current Report on Form 8-K filed with Securities and Exchange
Commission on February 3, 1998).
Documents in Part II and Part IV incorporated herein by reference
are as follows:
Monthly Report to Certificateholders as to distributions made on
February 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
March 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
April 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
May 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
June 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
July 27, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on October 20, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on October 20, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
September 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders
dated as of December 28, 1998, and filed with the Securities and
Exchange Commission on Form 8-K on January 29, 1999.
Monthly Remittance Statement to the Certificateholders
dated as of January 25, 1999, and filed with the Securities and
Exchange Commission on Form 8-K on January 29, 1999.
PART I
ITEM 1. Business.
The trust fund relating to Imperial CMB Trust Series 1998-1
Collateralized Asset-Backed Notes was established pursuant to an
Indenture dated as of January 29, 1998 between Imperial CMB Trust
Series 1998-1, as Issuer (the "Issuer"), and Bankers Trust
Company of California, N.A., as indenture trustee (the
"Indenture Trustee"). (The Indenture is hereby incorporated
herein by reference as part of the Registrant's Current Report
on Form 8-K filed with Securities and Exchange Commission on
February 3, 1998.)
The Series 1998-1 Collateralized Asset-Backed Bonds will include
four classes (the "Bonds"): (i) Class A Bonds (the "Senior Bonds");
(ii) Class M-1 Bonds and Class M-2 Bonds (together, the "Class M
Bonds"); and (iii) Class B Bonds (the "Class B Bonds"; and together
with the Class M Bonds, the "Subordinate Bonds"). The Bonds will
represent obligations of the Imperial CMB Trust Series 1998-1 (the
"Issuer"), which will be formed pursuant to a Trust Agreement to be
dated as of January 16, 1998. The Bonds will be issued pursuant to
an Indenture to be dated as of January 29, 1998, between the Issuer
and Bankers Trust Company of California, N.A., the Indenture Trustee
(the "Indenture").
The Bonds will be secured by the pledge by the Issuer of its assets
to the Indenture Trustee pursuant to the Indenture which will consist
of the following (such assets, collectively, the "Trust Fund"); (i)
the Mortgage Loans; (ii) collections in respect of principal and
interest of the Mortgage Loans received after the cut-Off Date
(other than payments due on or before the Cut-Off Date); (iii) the
amounts on deposit in any Collection Account (as defined in the
Prospectus), including net earnings thereon; (iv) certain insurance
policies maintained by the related Mortgagors or by or on behalf of
the Master Servicer or related subservicer in respect of the
Mortgage Loans; (v) an assignment of the Company's rights under the
Mortgage Loan Sale and Contribution Agreement (as defined in the
Prospectus Supplement) and the Servicing Agreement; and (vi)
proceeds of the foregoing.
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the
collection on the Mortgage Loans and distribution of payments on
the Certificates to Certificateholders. This information is
accurately summarized in the Monthly Reports to Certificateholders,
which are filed on Form 8-K. There is no additional relevant
information to report in response to Item 101 of Regulation S-K.
ITEM 2. Properties.
The Issuer owns no property. The Imperial CMB Trust Series
1998-1 Collateralized Asset-Backed Notes, in the aggregate,
represent the beneficial ownership in a Trust consisting primarily
of the Mortgage Notes. The Trust will acquire title to real estate
only upon default of the mortgagors under the Mortgage Loan.
Therefore, this item is inapplicable.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The Imperial CMB Trust Series 1998-1 Collateralized Mortgage
Asset-Backed Notes represent, in the aggregate, the beneficial
ownership in a trust fund consisting primarily of the Mortgage
Notes. The Certificates are owned by Certificateholders as
trust beneficiaries. Strictly speaking, Registrant has no
"common equity," but for purposes of this Item only,
Registrant's Collateralized Asset-Backed Notes are treated as
"common equity."
(a) Market Information. There is no established public trading
market for Registrant's Notes. Registrant believes the Notes are
traded primarily in intra-dealer markets and non-centralized
inter-dealer markets.
(b) Holders. The number of registered holders of all classes of
Certificates on December 31, 1998 was: 29.
(c) Dividends. Not applicable. The information regarding
dividends required by sub-paragraph (c) of Item 201 of Regulation
S-K is inapplicable because the Trust does not pay dividends.
However, information as to distribution to Certificateholders is
provided in the Monthly Reports to Certificateholders for each
month of the fiscal year in which a distribution to
Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust,
the Selected Financial Data required by Item 301 of Regulation
S-K does not add relevant information to that provided by the
Monthly Reports to Certificateholders, which are filed on a
monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not Applicable. The information required by Item 303 of
Regulation S-K is inapplicable because the Trust does not have
management per se, but rather the Trust has a Trustee who causes
the preparation of the Monthly Reports to Certificateholders.
The information provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form
8-K, does provide the relevant financial information regarding
the financial status of the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Report to Certificateholders as to distributions made on
February 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
March 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
April 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
May 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
June 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
July 27, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on October 20, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on October 20, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
September 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders
dated as of December 28, 1998, and filed with the Securities and
Exchange Commission on Form 8-K on January 29, 1999.
Monthly Remittance Statement to the Certificateholders
dated as of January 25, 1999, and filed with the Securities and
Exchange Commission on Form 8-K on January 29, 1999.
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's will be subsequently
filed on Form 8.
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of
Regulation S-K are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to
whom compensation needs to be paid. Therefore, the information
required by item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security ownership of certain beneficial owners. Under the
Indenture governing the Trust, the holders of the Certificates
generally do not have the right to vote and are prohibited from
taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as
"voting security" holders.
As of December 31, 1998, the following are the only persons known
to the Registrant to be the beneficial owners of more than 5% of
any class of voting securities:
PNC Bank, N.A./Pittsburgh
Barbara Skwarcha
One PNC Plaza, 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707
Series 1998-1
Class A
$289,678,848.00 (Original Principal Balance)
98.0% (Percentage of Class)
The Bank of New York
Cecile Lamarco
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1998-1
Class M-1
$16,000,000.00 (Original Principal Balance)
57.0% (Percentage of Class)
The Northern Trust Company
Jarvis A. McKee
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-1
Class M-1
$3,182,225.00 (Original Principal Balance)
11.0% (Percentage of Class)
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1998-1
Class M-1
$3,800,000.00 (Original Principal Balance)
14.0% (Percentage of Class)
The Bank of New York
Cecile Lamarco
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1998-1
Class M-2
$4,500,000.00 (Original Principal Balance)
19.0% (Percentage of Class)
Bankers Trust Company
John Lasher
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1998-1
Class M-2
$4,386,262.00 (Original Principal Balance)
18.0% (Percentage of Class)
Bank One Trust Company, N.A.
Corp. Reorg. Proxy Specialist
235 W. Schrock Road
Brooksedge Village
Westerville, OH 43081
Series 1998-1
Class M-2
$2,500,000.00 (Original Principal Balance)
10.0% (Percentage of Class)
Chase Manhattan Bank, Trust
Orma Trim, Supervisor
4 New York Plaza
13th Floor
New York, NY 10004
Series 1998-1
Class M-2
$2,800,000.00 (Original Principal Balance)
12.0% (Percentage of Class)
The First National Bank of Maryland
Bette Arnold, Trust Officer
9th Floor - M/C 109-911
110 So. Paca Street
Baltimore, MD 21201
Series 1998-1
Class M-2
$1,500,000.00 (Original Principal Balance)
6.0% (Percentage of Class)
U.S. Bank National Association
Ron Williams
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
Series 1998-1
Class M-2
$1,600,000.00 (Original Principal Balance)
7.0% (Percentage of Class)
Merrill Lynch, Pierce Fenner & Smith Safekeeping
Veronica E. O'Neill
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Series 1998-1
Class M-2
$1,550,000.00 (Original Principal Balance)
6.0% (Percentage of Class)
The Northern Trust Company
Jarvis A. McKee
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-1
Class M-2
$4,650,000.00 (Original Principal Balance)
19.0% (Percentage of Class)
The Bank of New York
Cecile Lamarco
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1998-1
Class B
$2,400,000.00 (Original Principal Balance)
16.0% (Percentage of Class)
Bank One Trust Company, N.A.
Corp. Reorg. Proxy Specialist
235 W. Schrock Road
Brooksedge Village
Westerville, OH 43081
Series 1998-1
Class B
$2,200,000.00 (Original Principal Balance)
15.0% (Percentage of Class)
Boston Safe Deposit and Trust Company
Constance Holloway
c/o Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-1
Class B
$2,600,000.00 (Original Principal Balance)
17.0% (Percentage of Class)
The Northern Trust Company
Jarvis A. McKee
801 S. Canal C-IN
Chicago, IL 60607
Series 1998-1
Class B
$3,573,854.00 (Original Principal Balance)
24.0% (Percentage of Class)
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1998-1
Class B
$2,000,000.00 (Original Principal Balance)
13.0% (Percentage of Class)
U.S. Bank National Association
Ron Williams
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
Series 1998-1
Class B
$1,505,000.00 (Original Principal Balance)
10.0% (Percentage of Class)
(b) Security ownership of management. Not Applicable. The
Trust does not have any officers or directors. Therefore, the
information required by Item 403 of Regulation S-K is
inapplicable.
(c) Changes in control. Not Applicable. Since
Certificateholders do not possess, directly or indirectly, the
power to direct or cause the direction of the management and
policies of the Trust, other than in respect to certain required
consents regarding any amendments to the Indenture, the
information requested with respect to item 403 of Regulation
S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows
of no transaction or series of transactions during the fiscal
year ended December 31, 1998, or any currently proposed
transaction or series of transactions, in an amount exceeding
$60,000 involving the Registrant in which the Certificateholders
identified in Item 12(a) had or will have a direct or indirect
material interest. There are no persons of the types described
in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
information required by Item 404(a)(3) of Regulation S-K is
hereby incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust does
not have management consisting of any officers or directors.
Therefore, the information required by item 404 of Regulation S-K
is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust
does not use promoters. Therefore, the information required by
item 404 of Regulation S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The following is a list of documents filed as part of this
report:
EXHIBITS
Monthly Report to Certificateholders as to distributions made on
February 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
March 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
April 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
May 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
June 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
July 27, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on October 20, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on October 20, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
September 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders
dated as of December 28, 1998, and filed with the Securities and
Exchange Commission on Form 8-K on January 29, 1999.
Monthly Remittance Statement to the Certificateholders
dated as of January 25, 1999, and filed with the Securities and
Exchange Commission on Form 8-K on January 29, 1999.
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's servicing
activities is not currently available and will be subsequently
filed on Form 8.
(b) The following Reports on Form 8-K were filed during the last
quarter of the period covered by this Report:
Monthly Report to Certificateholders as to distributions made on
January 25, 1999 filed with the Securities and Exchange
Commission on Form 8-K on January 29, 1999.
(c) The exhibits required to be filed by Registrant pursuant to
Item 601 of Regulation S-K are listed above and in the Exhibit
Index that immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with
respect to subsidiaries or affiliates.
Supplemental information to be furnished with reports filed
pursuant to Section 15(d) by registrants which have not
registered securities pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders, and the
Registrant does not contemplate sending any such materials
subsequent to the filing of this report.
SIGNATURE
Pursuant to the requirements of Section 13 or 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.
By: Bankers Trust Company of California, N.A.
not in its individual capacity but solely
as a duly authorized agent of the
Registrant pursuant to the Indenture,
dated as of January 29, 1998.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 20, 1999
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Report to Certificateholders as to distributions made on
February 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
1.2 Monthly Remittance Statement to the Certificateholders dated as of
March 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
1.3 Monthly Remittance Statement to the Certificateholders dated as of
April 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
1.4 Monthly Remittance Statement to the Certificateholders dated as of
May 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
1.5 Monthly Remittance Statement to the Certificateholders dated as of
June 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on September 3, 1998.
1.6 Monthly Remittance Statement to the Certificateholders dated as of
July 27, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on October 20, 1998.
1.7 Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on October 20, 1998.
1.8 Monthly Remittance Statement to the Certificateholders dated as of
September 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
1.9 Monthly Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
2.0 Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
2.1 Monthly Remittance Statement to the Certificateholders
dated as of December 28, 1998, and filed with the Securities and
Exchange Commission on Form 8-K on January 29, 1999.
2.2 Monthly Remittance Statement to the Certificateholders
dated as of January 25, 1999, and filed with the Securities and
Exchange Commission on Form 8-K on January 29, 1999.
2.3 The Indenture of the Registrant dated as of January 29, 1998
(hereby incorporated herein by reference and filed as part of the
Registrant's Current Report on Form 8-K filed with Securities and
Exchange Commission on February 3, 1998).
