UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File number 333-30759-08
AMRESCO Residential Securities Corporation Mortgage Loan Trust 1998-3
New York Application Pending
(State of other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
c/o Norwest Bank Minnesota,
National Association 55479-1026
Sixth Street and Marquette Avenue (Zip Code)
Minneapolis, MN
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 667-8058
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of each exchange on
which registered)
None
(Title of class)
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 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. Not applicable.
State the aggregate market value of the voting stock held by
non-affiliates of registrant. The aggregate market value shall
be computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of
specified date within 60 days prior to the date of filing. Not
applicable.
Number of shares of common stock outstanding as of December 31, 1998.
Not applicable.
Documents Incorporated by Reference. Not applicable.
PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Not Applicable.
ITEM 3 - LEGAL PROCEEDINGS
AMRESCO Residential Securities Corporation (the "Depositor")
is not aware of any material pending legal proceedings involving
either the AMRESCO Residential Securities Corporation Mortgage
Loan Trust 1998-3 (the "Trust") established pursuant to the
Pooling and Servicing Agreement dated as of September 1, 1998,
among the Depositor, AMRESCO Residential Capital Markets, Inc. in
its capacity as seller, AMRESCO Residential Mortgage Corporation
as the servicer (the "Servicer"), and Norwest Bank Minnesota,
National Association in its capacity as trustee.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of
beneficial interests in the Trust through the solicitation of
proxies or otherwise.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
To the best knowledge of the Depositor, there is no
established public trading market for any beneficial interests in
the Trust.
All of the Class A-7 and A-8 Certificates issued by the
Trust are held by the Depository Trust Company ("DTC") which in
turn maintains records of holders of beneficial interests in such
Certificates. Based on information obtained from DTC, as of
January 12, 1999, there were 10 holders of the Class A-7
Certificates and 10 holders of the Class A-8 Certificates.
ITEM 6 - SELECTED FINANCIAL DATA
Not applicable.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The gross servicing compensation paid to the Servicer for
the year ended December 31, 1998 was $1,553,997.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on
accounting or financial disclosures between the Issuer and its
accountants.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11 - EXECUTIVE COMPENSATION
Not applicable.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth (i) the name and address of
each entity owning more than 5% of the outstanding principal
amount of each Class of Class A Certificates of the Trust; (ii)
the principal amount of the Class of Certificates owned by each
and (iii) the percent that the principal amount of the Class of
Certificates owned by such entity represents of the outstanding
principal amount of such Class of Certificates. The information
set forth in the table for the Class A Certificates is based upon
information obtained from DTC and represents ownership of
beneficial interest in the Certificates held by DTC. The
Depositor is not aware of any Schedules 13D or 13G filed with the
Securities and Exchange Commission in respect of the
Certificates.
Amount Owned
Name and Address All Dollar Amounts Are
Class in Thousands
Principal Percent
Bank Of New York (The) A-7 35,000,000 8%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank A-7 151,700,000 35%
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. A-7 46,000,000 11%
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank And Trust Company A-7 168,357,000 39%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
BNY/ITC - Dealers Clearance Special A-8 11,500,000 8%
C/O N.A. Schapiro & Co. In.
One Chase Manhattan Plaza, 58th Floor
New York, NY 10005
Chase Manhattan Bank A-8 70,975,000 50%
4 New York Plaza
New York, NY 10004
Morgan Stanley & Co. Incorporated A-8 13,500,000 9%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Northern Trust Company (The) A-8 16,650,000 12%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank And Trust Company A-8 17,500,000 12%
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Exhibit No. Description
99.1 Statement of Compliance of the Servicer -
AMRESCO Residential Mortgage Corporation
99.2 Annual Report of Independent Accountants
with respect to the Servicer's overall
servicing operations - Deloitte & Touche LLP
(b) Reports on Form 8-K.
Reports on Form 8-K have been filed by the Issuer during the
period covered by this report.
Items Reported/Financial
Date of Reports on Statements Filed
Form 8-K
October 14, 1998 Acquisition or Disposition of Assets.
Underwriting and Pooling and Servicing
Agreements. Description of Mortgage
Loans.
November 5, 1998 Trustee's Monthly Report for the
September Monthly Period.
December 7, 1998 Trustee's Monthly Report for the
October Monthly Period.
January 6, 1999 Trustee's Monthly Report for the
November Monthly Period.
February 3, 1999 Trustee's Monthly Report for the
December Monthly Period.
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
on behalf of AMRESCO Residential Securities Corporation
Mortgage Loan Trust 1998-3
By: /s/ Ron B. Kirkland
Name: Ron B. Kirkland
Title: Vice President and Chief Accounting Officer
Date: March 16, 1999
INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
99.1 Statement of Compliance of the
Servicer - AMRESCO Residential
Mortgage Corporation
99.2 Annual Report of Independent
Accountants with respect to
the Servicer's overall
servicing operations -
Deloitte & Touche LLP
Exhibit No. 99.1
February 9, 1999
Deloitte & Touche LLP
Chase Tower
220 Ross Avenue
Suite 1600
Dallas, TX 75201
Dear Sirs:
As of and for the year ending December 31, 1998, AMRESCO
Residential Mortgage Corporation (the "Company"), a
subsidiary of AMRESCO, INC., has complied in all material
respects with the minimum servicing standards applicable to
Delinquencies and Insurance Policies as set forth in the
Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP). The
company subservices all other minimum servicing standards
required under USAP to Wendover Funding, Inc. per the
Services Agreement dated October 1, 1997. The Company
retains responsibility for all servicing activities related
to the loans.
For the period January 1, 1998 through December 30, 1998,
AMRESCO Residential Mortgage Corporation had in effect a
fidelity bond in the amount of $23,000,000, errors and
omissions liability coverage in the amount of $10,000,000,
and mortgage impairment protection in the amount of
$23,000,000. Beginning December 31, 1998, AMRESCO
Residential Mortgage Corporation increased its coverage,
resulting in a fidelity bond in the amount of $43,000,000
and mortgage impairment protection in the amount of
$43,000,000. Errors and omissions liability coverage
remained at $10,000,000.
\s\ Peter J. Levasseur
Peter J. Levasseur
President
\s\ Patricia L. Wayman
Patricia L. Wayman
Senior Vice President
Exhibit No. 99.2
Deloitte &
ToucheLLP
Deloitte & Touche LLP Telephone (214) 777-7000
Suite 1600
Chase Tower
2200 Ross Avenue
Dallas, Texas 75201-6778
INDEPENDENT ACOUNTANTS' REPORT
To the Board of Directors of AMRESCO Residential Mortgage Corporation:
We have examined management's assertion about AMRESCO
Residential Mortgage Corporation'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 these
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
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 or its servicing agreements.
In our opinion, management's assertion regarding AMRESCO
Residential Mortgage Corporation 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 9, 1999
