SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
|X| Annual Report under 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 No. 000-23849
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UPMFC TRUST 1998-1
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(Exact name of registrant as specified in its charter)
NEW YORK 13-4017742
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
C/O THE BANK OF NEW YORK
101 BARCLAY STREET 12-E NEW YORK, NEW YORK 10286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 815-2297
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class On which registered
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NONE NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(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
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Documents Incorporated by Reference:
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The following documents filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, are incorporated by reference into Part I of this Form
10-K: the Prospectus Supplement dated May 22, 1998 together with the Prospectus
dated May 22, 1998 and each Form 8-K filed during the period between June 1,
1998 and December 31, 1998.
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UPMFC TRUST 1998-1
FORM 10-K
TABLE OF CONTENTS
Page
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<S> <C> <C>
Part I
Item 1. Business............................................................................ 1
Item 2. Properties.......................................................................... 1
Item 3. Legal Proceedings................................................................... 1
Item 4. Submission of Matters to a Vote of Security Holders................................. 1
Part II
Item 5. Market for Registrant's Common Equity
and Related Shareholder Matters................................................. 1
Item 6. Selected Financial Data............................................................. 2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................. 2
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.......................... 2
Item 8. Financial Statements and Supplementary Data......................................... 2
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................................................. 2
Part III
Item 10. Directors and Officers of the Registrant............................................ 2
Item 11. Executive Compensation.............................................................. 2
Item 12. Security Ownership of Certain Beneficial
Owners and Management........................................................... 3
Item 13. Certain Relationships and Related Transactions...................................... 6
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K......................................................... 7
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PART I
ITEM 1 BUSINESS.
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Not applicable.
ITEM 2 PROPERTIES.
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The property of the Trust consists solely of a pool of mortgage loans,
all funds collected in respect thereof and monies on deposit in certain trust
accounts. The monthly remittance reports which the Trustee is required to
include with each monthly distribution of trust assets sets forth all of the
relevant financial information required by the Pooling and Servicing Agreement
to be reported to Certificateholders. The monthly reports filed on Form 8-K for
the months of June 1998 through December 1998 are incorporated herein by
reference. For more information regarding the property of the trust, see the
Master Servicers Annual Statement of Compliance and the Annual Accounts'
Certificate attached hereto as Exhibits 99.1 and 99.2 respectively.
ITEM 3 LEGAL PROCEEDINGS.
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There were no material legal proceedings involving either the Trust,
the Trustee, the custodian, the Servicer or the Registrant with respect to the
Trust.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1998.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
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(a) There is no established trading market for the Certificates.
(b) As of January 5, 1999, with respect to UPMFC 1998-1 there were
twenty two (22) holders of record of the Registrant's Class A-1 Certificates,
there were five (5) holders of record of the Registrant's Class A-2
Certificates, there were eleven (11) holders of record of the Registrant's Class
A-3 Certificates, there were five (5) holders of record of the Registrant's
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Class A-4 Certificates, there were four (4) holders of record of the
Registrant's Class A-5 Certificates and there was one (1) holder of record of
the Registrant's Class X-1 Certificates.
This does not reflect the number of persons who hold their certificates
in nominee or "street" name through various brokerage firms.
ITEM 6 SELECTED FINANCIAL DATA.
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Not applicable.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS.
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Not applicable.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Not applicable.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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Not applicable.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
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Not applicable since there was no change of accountants or
disagreements on any matter of accounting principles or practices of financial
disclosure.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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Not applicable.
ITEM 11 EXECUTIVE COMPENSATION.
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Not applicable.
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ITEM 12 SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT.
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The following table provides information, as of January 5, 1999 with
respect to the ownership by each person or group of persons, known by the
Registrant to be a record owner of 5% or more of each class of the 1998-1 Series
of Certificates. This does not reflect the persons who hold their certificates
in nominee or "street" name.
Except as set forth below, the Registrant is not aware of any record
owner of more than 5% of each class of the Certificates as of the close of
business on January 5, 1999.
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Percent of Class of
Certificates Outstanding
Series 1998-1 Principal Amount of (by aggregate principal
Class of Certificates Owned balance or Percentage
Certificates Name And Address Of Record Interest)
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<S> <C> <C> <C>
Class A-1 American Express Trust $20,000,000 10%
Company
1200 Northstar West
Minneapolis, MN 55440
Bankers Trust Company $16,075,000 8%
c/o BT Services Tennessee
Inc.
648 Grasssmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and $17,255,000 9%
Trust Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
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Percent of Class of
Certificates Outstanding
Series 1998-1 Principal Amount of (by aggregate principal
Class of Certificates Owned balance or Percentage
Certificates Name And Address Of Record Interest)
------------ ---------------- --------- ---------
<S> <C> <C> <C>
Investors Fiduciary Trust $45,000,000 23%
Company/SSB
Global Corp. Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
PNC Bank National $15,225,000 8%
Association
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19105
State Street Bank and Trust $47,567,750 24%
Company
Global Corp. Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Class A-2 Boston Safe Deposit and $1,750,000 9%
Trust Company
(See Above)
Compass Bank $9,915,000 50%
701 20th Street, 11th Floor
Birmingham, AL 35233
Investors Fiduciary Trust $6,000,000 30%
Company/SSB
(See Above)
State Street Bank and Trust $1,750,000 9%
Company
(See Above)
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Percent of Class of
Certificates Outstanding
Series 1998-1 Principal Amount of (by aggregate principal
Class of Certificates Owned balance or Percentage
Certificates Name And Address Of Record Interest)
------------ ---------------- --------- ---------
<S> <C> <C> <C>
Class A-3 The Bank of New York $12,176,000 18%
925 Patterson Plank Road
Secaucus, New Jersey
07094
Chase Manhattan Bank $7,243,500 11%
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank $4,000,000 6%
Trust Co. of California
4 New York Plaza
Proxy Department
13th Floor
New York, NY 10004
Huntington National Bank $11,500,000 17%
41 South High Street
Attn: Proxy Dept.
HC1040
Columbus, OH 43287
Investors Fiduciary Trust $13,000,000 20%
Company
(See Above)
The Northern Trust $3,100,000 5%
Company
801 S. Canal C-IN
Chicago, IL 60607
PNC Bank, National $9,093,500 14%
Association
(See Above)
Class A-4 Bankers Trust Company $14,904,000 22%
(See Above)
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Percent of Class of
Certificates Outstanding
Series 1998-1 Principal Amount of (by aggregate principal
Class of Certificates Owned balance or Percentage
Certificates Name And Address Of Record Interest)
------------ ---------------- --------- ---------
<S> <C> <C> <C>
Chase Manhattan Bank $5,983,000 9%
(See Above)
Investors Fiduciary Trust $15,000,000 23%
Company
(See Above)
State Street Bank and Trust $29,460,000 44%
Company
(See Above)
Class A-5 Bankers Trust Company $7,264,500 38%
(See Above)
Investors Fiduciary Trust $4,000,000 21%
Company/SSB
(See Above)
The Northern Trust $1,000,000 5%
Company
(See Above)
State Street Bank and Trust $6,895,500 36%
Company
(See Above)
Class X-1 Morgan Stanley & Co.
Incorporated
One Pierrepont Plaza,
7th Fl.
Brooklyn, NY 11201 $380,958,124 100%
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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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Not applicable.
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ITEM 14 EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K.
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(a) The following documents are filed as a part of this report:
1. Annual Statement of Compliance of Union Planters Mortgage, as
Master Servicer, dated March 9, 1999.
2. Annual Accountant's Certificate of PricewaterhouseCoopers LLP,
dated March 22,1999.
(b) Reports on Form 8-K. The following reports on Form 8-K have been
filed during the last quarter of the period covered by this report:
1. Monthly Remittance Report, dated October 26, 1998.
2. Monthly Remittance Report, dated November 25, 1998.
3. Monthly Remittance Report, dated December 25, 1998.
Item 601(a) of
Regulation S-K
(C) Exhibit No. Exhibit No. Description
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99.1 99 Annual Statement of
Compliance
99.2 99 Annual Accountant's
Certificate
(d) Not applicable.
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SIGNATURES
Subject 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.
UPMFC TRUST 1998-1
(Registrant)
By: The Bank of New York not in its
individual capacity, but solely as
Trustee
By: /s/ Franklin B. Austin
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Franklin B. Austin
Assistant Vice President
Date: March 30, 1999
Exhibit 99.1
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[Letterhead of Union Planters Mortgage]
UNION PLANTERS BANK, National Association
ANNUAL OFFICER'S CERTIFICATE
Pursuant to Section 3.12(a) of the Standard Terms to Pooling and Servicing
Agreement (May 1998 edition) which is incorporated in the Pooling and Servicing
Agreement dated May 1, 1998 among Union Planters Mortgage Finance Corporation,
Union Planters Bank, N.A. (the "Master Servicer") and The Bank of New York, the
undersigned officer of the Master Servicer hereby certifies that a review of the
activities of the Master Servicer during the period May 1, 1998 through December
31, 1998 and its performance under the Pooling and Servicing Agreement has been
made under his supervision and to the best of his knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under the Pooling
and Servicing Agreement through such period.
By: /s/ Mark E. Mosteller
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Name: Mark E. Mosteller
Title: Senior Vice President
Date: March 9, 1999
Exhibit 99.2
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[Letterhead of PricewaterhouseCoopers]
REPORT OF INDEPENDENT ACCOUNTANTS
March 22, 1999
To the Board of Directors of
Union Planters Corporation and
Union Planters Bank, National Association
We have examined management's assertion about Union Planters Bank, National
Association's (the "Company") compliance with the minimum servicing standards
(the "Standards") identified in the Mortgage Bankers Association of America's
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS as of and for the year
ended December 31, 1998, included in the accompanying management assertion,
attached hereto as Exhibit I. Management is responsible for the Company's
compliance with the Standards. Our responsibility is to express an opinion on
management's assertion about the entity'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
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 Standards.
In our opinion, management's assertion that the Company complied with the
aforementioned Standards as of and for the year ended December 31, 1998 is
fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
Memphis, Tennessee
<PAGE>
EXHIBIT I
MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE
WITH THE USAP MINIMUM SERVICING STANDARDS
As of and for the year ended December 31, 1998, Union Planters Bank, National
Association (the "Company"), has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS. As of and for
this same period, the Company had in effect a fidelity bond in the amount of
$20,000,000 per claim and an errors and omissions policy in the amount of
$25,000,000.
Union Planters Bank, National Association
March 22, 1999
/s/ Joel R. Katz
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Joel R. Katz
Executive Vice President
/s/ Mark Mosteller /s/ Suzanne W. Hardage
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Mark Mosteller Suzanne W. Hardage
Senior Vice President Senior Vice President
