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: 333-39649
LEHMAN ABS CORPORATION,
(as depositor under the Pooling and Servicing Agreement, dated as of June
1, 1998, which forms Lehman Home Equity Loan Trust 1998-3, which will
issue Class A Certificates).
LEHMAN HOME EQUITY LOAN TRUST 1998-3 HOME EQUITY LOAN ASSET-BACKED
CERTIFICATES, SERIES 1998-3.
(Exact name of Registrant as specified in its Charter)
DELAWARE 13-3447441
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
THREE WORLD FINANCIAL CENTER
20 VESEY STREET
NEW YORK, NEW YORK 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 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 Depositor (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 Depositor 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 Depositor'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 Depositor 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:
None
Documents in Part II and Part IV incorporated herein by reference
are as follows:
Monthly Report to Certificateholders as to distributions made on
July 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
August 17, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
September 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
October 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
November 16, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
December 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
January 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
February 16, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
March 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 26, 1999.
PART I
ITEM 1. Business.
The trust fund relating to Pooling and Servicing Agreement dated as of
June 1, 1998 (the "Pooling and Servicing Agreement") among Lehman
ABS Corporation, as Depositor (the "Depositor"), Home Loan and Investment
Bank, F.S.B., as Seller and Servicer (the "Seller" and the "Servicer",
respectively), and Bankers Trust Company of California, N.A., as Trustee
(the "Trustee).
The Home Equity Loan Asset-Backed Certificates, Series 1998-3 (the
Certificates"), will consist of five Classes (each, a "Class") of
senior Certificates, the Class A-1 Certificates (the "Variable Rate
Certificates"), the Class A-2 Certificates, the Class A-3
Certificates, the Class A-4 Certificates and the Class A-5
Certificates (the "Fixed Rate Certificates," and together with the
Variable Rate Certificates, the "Class A Certificates") and one Class
of subordinated Certificates (the "Class R Certificates"). Only the
Class A Certificates are being offered hereby.
The Certificates evidence in the aggregate the entire beneficial
interest in a pool (the "Mortgage Pool") of closed-end fixed-rate
home equity loans (the "Mortgage Loans") held by Lehman Home Equity
Loan Trust 1998-3 (the "Trust") to be formed pursuant to the Pooling
and Servicing Agreement. The assets of the trust will also include
certain other property. The Mortgage Loans are secured by first and
second deeds of trust or mortgage primarily on one- to four-family
residential properties. All of the Mortgage Loans will be acquired
by Lehman ABS Corporation (the "Depositor") from Home Loan.
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 Depositor owns no property. The Lehman Home Equity Loan Trust 1998-3
Home Equity Loan Asset-Backed Certificates, Series 1998-3, in the
aggregate, represent the beneficial ownership in a Trust consisting
primarily of the Mortgage Loans. 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 Depositor's Common Equity and Related Stockholder
Matters.
The Lehman Home Equity Loan Trust 1998-3 Home Equity Loan Asset-Backed
Certificates, Series 1998-3 represent, in the aggregate, the beneficial
ownership in a trust fund consisting primarily of the Mortgage Loans.
The Certificates are owned by Certificateholders as trust beneficiaries.
Strictly speaking, Depositor has no "common equity," but for purposes of
this Item only, Depositor's Home Equity Loan Asset-Backed Certificates
are treated as "common equity."
(a) Market Information. There is no established public trading market
for Depositor's Notes. Depositor 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: 5.
(c) Dividends. Not applicable. The information regarding dividend
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
July 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
August 17, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
September 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
October 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
November 16, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
December 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
January 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
February 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
March 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 26, 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 Depositor.
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
Pooling and Servicing Agreement 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 Depositor to be the beneficial owners of more than 5% of
any class of voting securities:
Chase Manhattan Bank
Orma Trim Supervisor
4 New York Plaza
13th Floor
New York. NY 10004
Series 1998-3
Class A-1
$24,961,000
100%
Chase Manhattan Bank
Orma Trim Supervisor
4 New York Plaza
13th Floor
New York. NY 10004
Series 1998-3
Class A-2
$11,667,000
100%
Bank of New York (The)
Diana Karenbauer
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1998-3
Class A-3
$11,594,000
100%
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp Action Dept JAB5W
P.P. Box 1631
Bosotn, MA 02105-1631
Series 199803
Class A-4
$18,694,000
100%
Boston Safe Deposit and Trust Company
Constance Holloway
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1998-3
Class A-5
$12,147,000
(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
Pooling and Servicing Agreement, 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. Depositor 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 Depositor 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
July 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
August 17, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
September 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
October 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
November 16, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
December 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
January 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
February 16, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
March 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 26, 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
October 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
November 16, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
Monthly Report to Certificateholders as to distributions made on
December 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
(c) The exhibits required to be filed by Depositor 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 Depositors 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 Depositor 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 Depositor 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 Pooling and
Servicing Agreement, dated as of June 1,1998.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 26, 1999
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Report to Certificateholders as to distributions made on
July 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
1.2 Monthly Report to Certificateholders as to distributions made on
August 17, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
1.3 Monthly Report to Certificateholders as to distributions made on
September 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
1.4 Monthly Report to Certificateholders as to distributions made on
October 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
1.5 Monthly Report to Certificateholders as to distributions made on
November 16, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
1.6 Monthly Report to Certificateholders as to distributions made on
December 15, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
1.7 Monthly Report to Certificateholders as to distributions made on
January 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
1.8 Monthly Report to Certificateholders as to distributions made on
February 16, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 22, 1999.
1.9 Monthly Report to Certificateholders as to distributions made on
March 15, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on March 26, 1999.
