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.: 333-45021-22
Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-22 Trust
(Exact name of registrant as specified in its charter)
New York 52-2121769
(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
Norwest Asset Securities Corporation Mortgage Pass-Through Certificates Series
1998-22 Trust established pursuant to a Pooling and Servicing Agreement among
NORWEST ASSET SECURITIES CORPORATION (Seller) and NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION (Master Servicer) and FIRST UNION NATIONAL BANK (Trustee),
pursuant to which the Norwest Asset Securities Corporation Mortgage Pass-Through
Certificates Series 1998-22 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) CITICORP MTG INC <F1>
b) HUNTINGTON MTG CO <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) CITICORP MTG INC <F1>
b) HUNTINGTON MTG CO <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) CITICORP MTG INC <F1>
b) HUNTINGTON MTG CO <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On October 8, 1998, a report on Form 8-K was
filed in order to provide the Pooling and
Servicing Agreement for the Certificates.
On October 6, 1998, November 10, 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:
Norwest Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1998-22 Trust
Signed: Norwest 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) CITICORP MTG INC <F1>
b) HUNTINGTON MTG CO <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1998.
a) CITICORP MTG INC <F1>
b) HUNTINGTON MTG CO <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1998.
a) CITICORP MTG INC <F1>
b) HUNTINGTON MTG CO <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders. <F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
KPMG
10 South Broadway Suite 900
St Louis, MO 63102-1761
Telephone 314 444 1400
Fax 314 444 1470
Independent Accountants' Report
The Board of Directors
Citicorp Mortgage, Inc.:
We have examined management's assertion about Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citigroup) and subsidiaries' (the Company)
compliance 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 the year ended December 31, 1998 included in the
accompanying management assertion. 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 Citicorp Mortgage, Inc. and
subsidiaries complied in all material respects with the aforementioned minimum
servicing standards as of and for the year ended December 31, 1998 is fairly
stated, in all material respects.
KPMG LLP
March 2, 1999
(LOGO)
ERNST& YOUNG LLP
One Columbus
10 West Broad Street
Columbus, Ohio 43215-3400
Phone: 614 224 5678
Fax: 614 222 3939
Report of Independent Accountants
Board of Directors
The Huntington Mortgage Company
We have examined management's assertion, included in the accompanying report
titled Report of Management, that The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, complied with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during
the year ended December 31, 1998. Management is responsible for HMC's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about HMC's compliance based on our examination.
Our examination was conducted in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about HMC's compliance with those
requirements 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 HMC's
compliance with specified requirements.
In our opinion, management's assertion that HMC complied with the aforementioned
requirements during the year ended December 31, 1998 is fairly stated, in all
material respects.
ERNST& YOUNG LLP
March 10, 1999
20
Ernst &Young LLP is a member of Ernst &Young
International, Ltd.
(LOGO)
Citicorp Mortgage. Inc.
12855 N. Outer Forty Drive
MS 822
St. Louis, MO 63141
As of and for the year ended December 31, 1998, Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citigroup) and subsidiaries (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 for Mortgage Bankers. As of and for this same period, the Company
had In effect fidelity bond and errors and omissions policies in the amount of
$375 million.
Very truly yours,
CITICORP MORTGAGE, INC.
By:
Keith McDonald, Director
Portfolio Management
By:
Jim B. Levites, Managing Director
(Default Management)
By:
David B. Lowman. President/Chief Operating Officer
By:
Carl Levinson, Chairman Chief Executive Officer
March 2, 1999
The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
(logo)
Report of Management
We, as members of management of The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, are responsible for
complying with the minimum servicing standards as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP). We are also responsible for establishing and maintaining
effective internal control over compliance with these standards. We have
performed an evaluation of HMC's compliance with the minimum servicing standards
as set forth in the USAP as of December 3l, 1998 and for the year then ended.
Based on this evaluation, we assert that during the year ended December 3l,
1998, HMC complied, in all material respects, with the minimum servicing
standards set forth in the USAP.
As of and for this same period, HMC had in effect a fidelity bond in the amount
of $40,000,000 and an errors and omissions policy in the amount of $10,000,000.
Thomas J. Finnegan III
President and Chief Executive Officer
Irving A. Adler
Senior Vice President
March 10, 1999
Citicorp Mortgage, Inc.
A subsidiary of Citicorp
Mail Station 313
P.O. Box 790013
St. Louis, Missouri
63179-0013
(LOGO)
March 31, 1999
Investor #6121 and 6123
Attn: Christine A Tincher
Norwest Bank
11000 Broken Land Parkway
Columbia, MD 21044-3562
OFFICER'S CERTIFICATE
RE: Annual Statement as to Compliance:
Pursuant to SASCOR Servicing Guide
Dear Ms. Tincher:
The activities of Citicorp Mortgage, Inc., performed under the above referenced
Servicing Guide during the preceding calendar year, have been conducted under my
supervision. Based upon a review of those activities and to the best of my
knowledge, Citicorp Mortgage, Inc. has fulfilled all of its obligations under
this Servicing Guide.
Citicorp Mortgage, Inc.
By:
Patsy M. Barker, Vice President
By:
Timothy Klingert, Assistant Vice President
(logo)
The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 12044-3562
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 reports 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:
Bradford C. Northcraft
Officer
Vice President
Title
