SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No.1
(Mark One)
/ 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 EXCHANGE ACT OF 1934
Commission File No.: 333-47499-02
Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-5 Trust
(Exact name of registrant as specified in its charter)
New York 52-2101199
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(410) 884-2000
Securities to be registered pursuant to Section 12(b)
of the Act:
NONE
Securities to be 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 past 90 days.
Yes X No ___
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual
Report on Form 10-K (the "Original Form 10-K") filed on March 25, 1999, on
behalf of Structured Asset Securities Corporation Mortgage Pass-Through
Certificates Series 1998-5 Trust established pursuant to a Trust Agreement
among STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as Trustee and Master Servicer, pursuant
to which the Structured Asset Securities Corporation Mortgage Pass-Through
Certificates Series 1998-5 Trust registered under the Securities Act of
1933 (the "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1998.
a) Mellon <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) Mellon <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) Mellon <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On October 7, 1998, November 9, 1998, and
December 4, 1998, reports on Form 8-K were filed
by the Company in order to provide the
statements for the monthly distributions to
holders of the Certificates. No other reports on
Form 8-K have been filed during the last quarter
of the period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> Previously filed.
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:
Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-5 Trust
Signed: Nowest Bank Minnesota, N.A., as Master Servicer
By: Sherri J. Sharps, Vice president
By: /s/ Sherri J. Sharps, Vice president
Dated: December 15, 1999
Exhibits
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) Mellon <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1998.
a) Mellon <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1998.
a) Mellon <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders. <F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
700 Louisiana
Houston, TX 77002
Telephone 713 319 2000
Fax 713 319 2041
Independent Auditors' Report
The Board of Directors
Mellon Mortgage Company:
We have examined management's assertion about Mellon Mortgage Company's (the
Company) compliance with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's (MBA) Uniform Single Attestation
Program for Mortgage Bankers, as of and for the year ended December 31, 1998,
included in the accompanying Management Assertion (Residential Mortgage Loan
Servicing). 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 Mellon Mortgage Company has complied
in all material respects with the aforementioned minimum servicing standards,
except minimum servicing standard I.1. related to ensuring that all custodial
and clearing accounts are reconciled on a monthly basis and reconciling items
are cleared in a timely manner in the Denver Servicing center, as of and for the
year ended December 31, 1998, is fairly stated, in all material respects.
KPMG LLP
January 22, 1999
Mellon Mortgage
1900 St. James Place
Suite 400
Houston. TX 770.50
January 22, 1999
MANAGEMENT ASSERTION
(RESIDENTIAL MORTGAGE LOAN SERVICING)
As of and for the year ended December 31, 1998, Mellon Mortgage Company has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's (MBA) Uniform Single
Attestation Program for Mortgage Bankers., except for minimum servicing standard
I.1. related to ensuring that all custodial and clearing accounts are reconciled
on a monthly basis and that reconciling items are cleared in a timely mannerr in
the Denver Servicing Center. As of and for this same period, Mellon Mortgage
Company had in effect a fidelity bond in the amount of $300,000,000 and errors
and omissions policy in the amount of $35,000,000 and did not receive a notice
from its insurer (Aetna) that the insurer has taken or intends to take action to
cancel, reduce, not renew, or restrictively modify the fidelity or mortgagee's
E&O policies for any reason.
Sincerely,
Paul Holmes
President & CEO
Michael I. Kula
Chief Operating Officer
Steven G. Froseth
Chief Financial Officer
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:.
The undersigned Officer certifies the following for the 1998 fiscal year:.
(A)I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to Norwest Bank
Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
(C)I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(D)All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E)All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Norwest Bank Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G)All annual reporting of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
Officer
Vice President
Title
4/2/99
Date
