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.: 333-50153-05
Salomon Brothers Mortgage Securities VII, Inc.
Asset Backed Floating Rate Notes
Series 1998-11 Trust
(Exact name of registrant as specified in its charter)
New York 52-2107845, 52-2107852
(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
Salomon Brothers Mortgage Securities VII, Inc. Asset Backed Floating Rate Notes
Series 1998-11 established pursuant to an Indenture Agreement among WILSHIRE
REIT TRUST SERIES 1998-1 as Issuer and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION as Master Servicer and Indenture Trustee, pursuant to which the
Salomon Brothers Mortgage Securities VII, Inc. Asset Backed Floating Rate Notes
Series 1998-11 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) Ameriquest Mortgage <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) Ameriquest Mortgage <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) Ameriquest Mortgage <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On November 9, 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:
Salomon Brothers Mortgage Securities VII, Inc.
Asset Backed Floating Rate Notes
Series 1998-11
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) Ameriquest Mortgage <F1>
99.2 Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) Ameriquest Mortgage <F1>
99.3 Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) Ameriquest Mortgage <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders. <F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
Deloitte & Touche LLP
Suite 1200
695 Town Center Drive
Costa Mesa, California 92626-1924
Telephone: (714) 436-7100
Facsimile: (714)436-7200
INDEPENDENT ACCOUNTANTS' REPORT
To Ameriquest Mortgage Company
We have examined management's assertion about Ameriquest Mortgage Company's
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 Ameriquest
Mortgage Company's compliance with those minimum servicing 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 Ameriquest Mortgage 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 Ameriquest Mortgage Company's compliance
with the minimum servicing standards.
In our opinion, management's assertion that Ameriquest Mortgage Company complied
with the aforementioned minimum servicing standards as of and for the year ended
December 3l, 1998 is fairly stated, in all material respects.
Deloitte & Touche LLP
March 12, 1999
(Logo)
AMERIQUEST MORTGAGE COMPANY
March 12, 1999
As of and for the year ended December 31, 1998, Ameriquest Mortgage 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. From January 1, 1998 through December 31, 1998,
Ameriquest Mortgage Company had in effect a fidelity bond in the amount of
$10,000,000 and for the same period, an errors and omissions policy in an amount
between $6,200,000 and $6,425,000.
James R. Brazil
President
Elaine Stangl
Executive Vice President, Loan Servicing
John P. Grazer
Executive Vice President
Chief Financial Officer
1100 Town & Country Road. Suite 1100. Orange. CA, 92868-46420 (714) 564-0600
ANNUAL CERTIFICATION OF COMPLIANCE
PURSUANT TO THE SALE SERVICING AND ADMINISTRATION AGREEMENT (S)
In accordance with the Agreement(s), I, the undersigned, hereby certify as to
each Mortgage Loan being serviced by the below named institution that:
1. I am an "Officer" as defined in the above referenced Agreement, and am
empowered and authorized to issue this Annual Certification.
2. To the best of my knowledge and upon reasonable investigation, the servicing
of the Mortgage Loans during the year preceding the last Anniversary Date of the
Agreement has been conducted in compliance with the Agreement except for such
exceptions as I am setting forth below.
Exceptions (if any):
3. A review of activities with respect to performances under the Agreement
during the year preceding the last Anniversary Date of the Agreement has been
made under my supervision and to the best of my knowledge, based on such review,
no default exists as of the above date in the fulfillment of any obligations
under the Agreement other than the events of default, if any, which I am listing
below with the nature and status thereof.
Events of Default (if any):
This certification covers the period of January 1, 1998 through December 31,
1998
AMERIQUEST MORTGAGE COMPANY
By: Elaine Stangl
Title: Executive Vice President, Loan Servicing
Investor:
