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: 333-44209
IMPAC SECURED ASSETS CORP.
(as depositor under a Series 1998-3 Pooling and Servicing Agreement
dated as of September 1, 1998, providing for, among other things,
the issuance of Mortgage Pass-Through Certificates, Series 1998-3)
IMPAC SECURED ASSETS CORP. MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-3
(Exact name of Registrant as specified in its Charter)
CALIFORNIA 33-0705301
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
20371 IRVINE AVENUE
SANTA ANA HEIGHTS, CALIFORNIA 92707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 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 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 the Registrant'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 Registrant 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:
The Pooling and Servicing Agreement of the Registrant dated as of
September 1, 1998 (hereby incorporated herein by reference and filed
as part of the Registrant's Current Report on Form 8-K filed with
Securities and Exchange Commission on October 13, 1998).
Documents in Part II and Part IV incorporated herein by reference
are as follows:
Monthly Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on February 1, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
January 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on February 1, 1999.
PART I
ITEM 1. Business.
The trust fund relating to Impac Secured Assets Corp. Mortgage
Pass-Through Certificates, Series 1998-3 was established pursuant to
a Pooling and Servicing Agreement dated as of September 1, 1998 among
Impac Secured Assets Corp., as depositor (the "Depositor"), PNC
Mortgage Securities Corp., as master servicer (the "Master
Servicer"), and Bankers Trust Company of California, N.A., as trustee
(the "Trustee").
The Series 1998-3 Mortgage Pass-Through Certificates will include the
following four classes (the "Senior Certificates"); (i) Class A-1
Certificates; (ii) Class A-2 Certificates (the "Principal Only
Certificates"); (iii) Class A-3 Certificates (the "Variable Strip
Certificates"), and (iii) Class R Certificates (the "Residual
Certificates"). In addition to the Senior Certificates, the Series
1998-3 Mortgage Pass-Through Certificates will also include six
classes of subordinate certificates which are designated as the Class
M-1 Certificates, Class M-2 Certificates and the Class M-3
Certificates (collectively, the Class M Certificates") and the Class
B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
(collectively, the "Class B Certificates" and, together with the
Class M Certificates and Senior Certificates, the "Certificates").
Only the Senior Certificates and the Class M Certificates (together,
the "Offered Certificates") are offered hereby.
The Certificates will be secured by the pledge by the Issuer of its
assets to the Trustee pursuant to the Pooling and Servicing
Agreement which will consist of the following (such assets,
collectively, the "Trust Fund"); (i) the Mortgage Loans; (ii)
collections in respect of principal and interest of the Mortgage
Loans received after the Cut-Off Date (other than payments due on or
before the Cut-Off Date); (iii) the amounts on deposit in any
Collection Account (as defined in the Prospectus), including net
earnings thereon; (iv) certain insurance policies maintained by the
related Mortgagors or by or on behalf of the Master Servicer or
related subservicer in respect of the Mortgage Loans; (v) an
assignment of the Company's rights under the Mortgage Loan Sale and
Contribution Agreement (as defined in the Prospectus Supplement) and
the Servicing Agreement; and (vi) proceeds of the foregoing.
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 Impac Secured Assets Corp.
Mortgage Pass-Through 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 Loans.
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 Registrant's Common Equity and Related
Stockholder Matters.
The Impac Secured Assets Corp. Mortgage Pass-Through 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, Registrant has no "common
equity," but for purposes of this Item only, Registrant's
Mortgage Pass-Through Certificates, Series 1998-3 are treated as
"common equity."
(a) Market Information. There is no established public trading
market for Registrant's Bonds. Registrant believes the Bonds 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: 7.
(c) Dividends. Not applicable. The information regarding
dividends 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 Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on February 1, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
January 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on February 1, 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 Registrant.
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 Registrant to be the beneficial owners of more than 5% of
any class of voting securities:
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1998-3
Class A-1
$269,772,582.00 (Original Principal Balance)
100% (Percentage of Class)
SSB - Trust Custody
David Paldino
225 Franklin Street, M4
Boston, MA 02110
Series 1998-3
Class A-2
$9,991,578.00 (Original Principal Balance)
100% (Percentage of Class)
Hare & Co.
c/o The Bank of New York
P.O. Box 11203
New York, NY 10286
Series 1998-3
Class A-3
$297,621,553.60 (Original Principal Balance)
100% (Percentage of Class)
Norwest Bank Minnesota, National Association
John Kemper
733 Marquette Avenue
Minneapolis, MN 55479-0056
Series 1998-3
Class M-1
$7,291,728.00 (Original Principal Balance)
100% (Percentage of Class)
Chase Manhattan Bank/Broker & Dealer Clearance Department
Georgia Stanback
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1998-3
Class M-2
$3,571,458.00 (Original Principal Balance)
100% (Percentage of Class)
Chase Manhattan Bank/Broker & Dealer Clearance Department
Georgia Stanback
4 New York Plaza, 21st Floor
New York, NY 10015
Series 1998-3
Class M-3
$2,083,350.00 (Original Principal Balance)
100% (Percentage of Class)
(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. Registrant 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 Registrant 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 Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on February 1, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
January 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on February 1, 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 Remittance Statement to the Certificateholders
dated as of January 25, 1999, and filed with the Securities and
Exchange Commission on Form 8-K on February 1, 1999.
(c) The exhibits required to be filed by Registrant 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 registrants 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
Registrant 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 Registrant 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 September 1,
1998.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 23, 1999
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Remittance Statement to the Certificateholders dated as of
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
1.2 Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on December 8, 1998.
1.3 Monthly Remittance Statement to the Certificateholders dated as of
December 28, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on February 1, 1999.
1.4 Monthly Remittance Statement to the Certificateholders dated as of
January 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on February 1, 1999.
2.3 The Pooling and Servicing Agreement of the Registrant dated as of
September 1, 1998 (hereby incorporated herein by reference and filed
as part of the Registrant's Current Report on Form 8-K filed with
Securities and Exchange Commission on October 13, 1998).
