SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 10-K
(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
For the transition period from _____________ to _____________
Commission file number: 333-37539-05
------------
CWABS, Inc.
Mortgage Pass-Through Certificates, Series 1998-13
--------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 95-4596514
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
c/o The Bank of New York
101 Barclay Street
New York, New York 10286
- --------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 815-2007
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act: None
----
<PAGE>
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 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. [ ]
State the aggregate market value of the voting and non-voting common equity
stock held by non-affiliates of the Registrant: Not applicable
--------------
Indicate the number of shares of common stock of the Registrant outstanding as
of December 31, 1998: Not applicable
--------------
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
None.
* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust fund entitled CHL Mortgage Pass-Through Trust 1998-13 (the "Trust
Fund") formed pursuant to the pooling and servicing agreement dated as of June
1, 1998 (the "Pooling and Servicing Agreement") among CWABS, Inc., as depositor
(the "Company"), Countrywide Home Loans, Inc., as seller and master servicer
(the "Master Servicer"), and The Bank of New York, as trustee (the "Trustee"),
for the issuance of CWABS, Inc., Mortgage Pass-Through Certificates, Series
1998-13 (the "Certificates"). Certain information otherwise required to be
included in this Report by the Instructions to Form 10-K has been omitted in
reliance on the relief granted by the Commission to other companies in similar
circumstances, including but not limited, the relief granted to CWMBS, Inc.
(February 3, 1994) (collectively, the "Relief Letters").
<PAGE>
PART I
ITEM 1. BUSINESS
Not applicable in reliance on the the Relief Letters.
ITEM 2. PROPERTIES
Not applicable in reliance on the the Relief Letters.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings relating to the Trust
Fund to which any of the Trust Fund, the Trustee, the Master Servicer
or the Company was a party or of which any of their respective
properties was the subject during the fiscal year covered by this
Report, nor is the Company aware of any such proceedings contemplated
by governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of Certificateholders, and no
Certificateholder consent was solicited during the fiscal year covered
by this Report.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no established public trading market for the Certificates.
(b) As of December 31, 1998, there were five (5) holders of record of
the Certificates.
(c) Not applicable. (Information as to distributions to
Certificateholders is provided in the Registrant's monthly filings on
Form 8-K.)
ITEM 6. SELECTED FINANCIAL DATA
Not applicable in reliance on the the Relief Letters.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Not applicable in reliance on the the Relief Letters.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable in reliance on the the Relief Letters.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable in reliance on the the Relief Letters.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable. See the Relief Letter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Not applicable in reliance on the the Relief Letters.
(b) Not applicable in reliance on the the Relief Letters.
(c) Not applicable in reliance on the the Relief Letters.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable in reliance on the the Relief Letters.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Pursuant to the Pooling and Servicing Agreement, the Master
Servicer is required (i) to deliver an annual statement as
to compliance with the provisions of the Pooling and
Servicing Agreement and certain other matters (the "Annual
Statement of the Master Servicer") and (ii) to cause a firm
of independent public accountants to deliver an annual
report as to compliance with the servicing provisions of the
Pooling and Servicing Agreement (the "Annual Report of the
Firm of Accountants"). The Annual Statement of the Master
Servicer is attached as Exhibit 99.1 to this Report. The
Annual Report of the Firm of Accountants is required to be
delivered not later than 120 days after the end of the
Master Servicer's fiscal year. The Registrant hereby
undertakes to file the Annual Report of the Firm of
Accountants as an Exhibit to a Form 10-K/A amending this
Form 10-K promptly following the date on which such report
becomes available.
(2) Not applicable.
(3) The required exhibits are as follows:
Exhibit 3(i): Copy of Company's Certificate of
Incorporation (Filed as an Exhibit to Registration Statement
on Form S-3 (File No. 333-11095)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as
an Exhibit to Registration Statement on Form S-3 (File No.
333-11095)).
Exhibit 4: Pooling and Servicing Agreement (Filed
as part of the Registrant's Current Report on Form 8-K filed
on July 16, 1998).
Exhibit 99.1: Annual Statement of the Master
Servicer.
<PAGE>
(b) Current Reports on Form 8-K filed during the last quarter ending
December 31, 1998:
Date of Current Report Item Reported
---------------------- -------------
October 26, 1998 Monthly report sent to Certificateholders
with the October 1998 distribution
November 25, 1998 Monthly report sent to Certificateholders
with the November 1998 distribution
December 28, 1998 Monthly report sent to Certificateholders
with the December 1998 distribution
(c) See subparagraph (a)(3) above.
(d) Not applicable in reliance on the the Relief Letters.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No such annual report, proxy statement, form of proxy or other soliciting
material has been sent to Certificateholders. See the Relief Letters.
<PAGE>
SIGNATURES
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.
CWABS, INC.,
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-13
By: The Bank of New York,
as Trustee*
By: /s/ Kelly Sheahan
---------------------------------------
Name: Kelly Sheahan
Title: Assistant Vice President
Date: March 30, 1999
______________
* This Report is being filed by the Trustee on behalf of the Trust Fund. The
Trust Fund does not have any officers or directors.
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Document Page Number
- ------- -------- -----------
3(i) Company's Certificate of Incorporation
(Filed as an Exhibit to Registration
Statement on Form S-3 (File No. 333-11095)) *
3(ii) Company's By-laws (Filed as an Exhibit to
Registration Statement on Form S-3 (File
No. 333-11095)) *
4 Pooling and Servicing Agreement (Filed as
part of the Company's Current Report on
Form 8-K filed on July 16, 1998) *
99.1 Annual Statement of the Master
Servicer................................................12
______________
* Incorporated herein by reference.
<PAGE>
Exhibit 99.1
------------
<PAGE>
COUNTRYWIDE HOME LOANS, INC.
OFFICERS' CERTIFICATE
ANNUAL STATEMENT OF THE MASTER SERVICER
CWABS, INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-13
The undersigned do hereby certify that they are each an officer of
Countrywide Home Loans, Inc. (the "Master Servicer") and do hereby further
certify pursuant to Section 3.16 of the Pooling and Servicing Agreement for the
above-captioned Series (the "Agreement") that:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of the performance of the Master Servicer
under the Agreement has been made under our supervision; and
(ii) To the best of our knowledge, based on such review, the Master
Servicer has fulfilled all its obligations under the Agreement
throughout such year.
/s/ Thomas H. Boone Dated: 3/29/99
THOMAS H. BOONE
MANAGING DIRECTOR,
PORTFOLIO MANAGEMENT
/s/ David M. Walker Dated: 3/29/99
DAVID M. WALKER
EXECUTIVE VICE PRESIDENT
