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 for the fiscal year ended December 31, 1998
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from to
Commission File Number 333-04127-07
Saxon Asset Securities Trust 1998-3
Mortgage Loan Asset Backed Certificates, Series 1998-3
(Exact name of registrant as specified in its charter)
Virginia 52-1785164
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
4880 Cox Road, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (804) 967-7400
Securities registered pursuant to Section 12(b) of the Act: None
Securities 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 [ ]
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. [X]
Documents incorporated by reference: None
<PAGE>
SAXON ASSET SECURITIES TRUST 1998-3
TABLE OF CONTENTS
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURE
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant
to Section 12 of the Act
INDEX TO EXHIBITS
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<PAGE>
This Annual Report on Form 10-K is filed in accordance with a letter dated March
13, 1997 sent to the Office of Chief Counsel, Division of Corporate Finance of
the Securities and Exchange Commission (the "Commission") requesting that the
Commission enter an order pursuant to Section 12(h) of the Securities Exchange
Act of 1934 (the "Exchange Act"), granting exemption for the Trust from the
reporting requirements of Section 13 and 15(d), or issue a no action letter to
like effect. Accordingly, responses to certain Items have been omitted from or
modified in this Annual Report on Form 10-K.
PART I
Item 1. Business
Omitted.
Item 2. Properties
Omitted.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect
to, the Company, the Master Servicer or the Trustee, as related to the Trust.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered
Certificates during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust does not issue stock.
As of December 31, 1998, the number of holders of each Class of Offered
Certificates was as follows:
Class AF-1 2
Class AF-2 0
Class AF-3 1
Class AF-4 3
Class AF-5 1
Class AF-6 4
Class MF-1 3
Class MF-2 2
Class BF-1 0
Class BF-2 1
Class BF-3 1
Class AV-1 4
Class MV-1 2
Class MV-2 2
Class BV-1 0
Class BV-2 1
Class BV-3 1
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial condition and
Results of Operations
Omitted.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There was no change of accountants or disagreement with accountants on any
matter of accounting principles or practices or financial disclosure.
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<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following entities own more than 5% of the specified Class of
Certificates. These positions are held through the Depository Trust Company. The
Master Servicer has not been advised that any such DTC participants are
beneficial owners.
Class AF-1 The Chase Manhattan Bank
State Street Bank & Trust Company
Class AF-3 PNC Bank, N.A.
Class AF-4 Bankers Trust Company
The Chase Manhattan Bank
State Street Bank & Trust Company
Class AF-5 Citibank, N.A.
Class AF-6 The Chase Manhattan Bank
Morgan Stanley & Co., Inc.
The Northern Trust Company
Class MF-1 The Bank of New York
Bankers Trust Company
The Northern Trust Company
Class MF-2 Citibank, N.A.
State Street Bank & Trust Company
Class BF-2 Morgan Stanley & Co., Inc.
Class BF-3 Morgan Stanley & Co., Inc.
Class AV-1 Bankers Trust Company
Commerzbank Capital Markets Corp
The Chase Manhattan Bank
Citibank, N.A.
Class MV-1 Morgan Stanley & Co., Inc.
NBD Bank
Class MV-2 The Bank of New York
UMB Bank, N.A.
Class BV-2 Morgan Stanley & Co., Inc.
Class BV-3 Morgan Stanley & Co., Inc.
Item 13. Certain Relationships and Related Transactions
No reportable transactions have occurred.
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:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Listed below are the documents filed as a part of this report:
Exhibit Number
--------------
99.1 Annual Statement of Compliance by Master Servicer
99.2 Annual Certificate of Compliance
99.3 Annual Statement of Independent Accountants
99.4 Annual Compilation of Selected Financial Information
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were
filed by the Registrant during the last quarter of 1998.
Current Reports on Form 8-K, dated October 27, 1998, November 25, 1998
and December 28, 1998 were filed for the purpose of filing the Monthly
Statement sent to the Holders of the Offered Certificates for payments
made on the same dates. The items reported in such Current Report were
Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
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<PAGE>
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.
Saxon Asset Securities Trust 1998-3
Mortgage Loan Asset Backed Certificates
1998-3
Date: March 31, 1999 By: /s/ Bradley D. Adams
---------------
Bradley D. Adams
Vice President
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<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security
holders. The registrant will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits Page
- -------------------------------------------------------------------------------
99.1 Annual Statement of Compliance by Master Servicer
99.2 Annual Certificate of Compliance
99.3 Annual Statement of Independent Accountants
99.4 Annual Compilation of Selected Financial Information
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<PAGE>
EXHIBIT 99.1
Annual Statement of Compliance by Master Servicer
In accordance with the letter dated March 13, 1997 sent to the Securities
and Exchange Commission requesting an exception from SEC reporting requirements,
the Trust is to include as an exhibit a copy of the Annual Statement of
Compliance required under the Trust Agreement dated September 1, 1998. The
Statement of Compliance states that the Master Servicer has received the annual
audited financial statements of each servicer. Since the financial statements
for one of the servicers will not be received until after March 31, 1999, the
Annual Statement of Compliance cannot be filed by Master Servicer by the 10-K
filing deadline. Accordingly the Annual Statement of Compliance will be filed
with the amended 10-K when the financial statements have been received.
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<PAGE>
EXHIBIT 99.2
Annual Certificate of Compliance
In accordance with the letter dated March 13, 1997 sent to the Securities
and Exchange Commission requesting an exception from SEC reporting requirements,
the Trust is to include as an exhibit a copy of the annual compliance statement
of each Servicer. Such statement has not yet been received. Accordingly, the
Annual Certificate of Compliance will be filed with an amended 10-K when such
statement is received.
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<PAGE>
EXHIBIT 99.3
Annual Statement of Independent Accountants
In accordance with the letter dated March 13, 1997 sent to the Securities
and Exchange Commission requesting an exception from SEC reporting requirements,
the Trust is to include as an exhibit a copy of the annual Statement of
Independents' Aaccountants. Such statement has not yet been received.
Accordingly, the Annual Statement of Independent Accountants will be filed
with an amended 10-K when such statement is received.
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<PAGE>
EXHIBIT 99.4
ANNUAL COMPILATION OF SELECTED FINANCIAL INFORMATION
===================================
Saxon Asset Securities Trust 1998-3
===================================
Annual Compilation of Selected Financial Information
(1) 1998 annual distribution with respect to the holder's Certificates
based on original principal amount of $1,000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Principal Interest Total Original
Total AF-1 8,947,705.78 1,125,462.52 10,073,168.30 74000000
AF-2 0.00 761,874.99 761,874.99 12784000
AF-3 0.00 336,600.00 336,600.00 74108000
AF-4 0.00 520,200.00 520,200.00 18897000
AF-5 0.00 216,732.99 216,732.99 34303000
AF-6 0.00 389,898.75 389,898.75 34493000
MF-1 0.00 203,383.14 203,383.14 20696000
MF-2 0.00 164,697.18 164,697.18 12073000
BF-1 0.00 188,472.24 188,472.24 10348000
BF-2 0.00 68,934.99 68,934.99 6899000
BF-3 0.00 55,143.75 55,143.75 1725000
AV-1 9,323,367.89 2,566,353.86 11,889,721.75 50000000
MV-1 0.00 252,103.51 252,103.51 64127000
MV-2 0.00 198,370.77 198,370.77 10567000
BV-1 0.00 133,216.65 133,216.65 8454000
BV-2 0.00 96,692.00 96,692.00 4227000
BV-3 0.00 48,346.00 48,346.00 2818000
Per $1,000 AF-1 120.9149 15.2090 136.1239
AF-2 0.0000 59.5960 59.5960
AF-3 0.0000 4.5420 4.5420
AF-4 0.0000 27.5282 27.5282
AF-5 0.0000 6.3182 6.3182
AF-6 0.0000 11.3037 11.3037
MF-1 0.0000 9.8272 9.8272
MF-2 0.0000 13.6418 13.6418
BF-1 0.0000 18.2134 18.2134
BF-2 0.0000 9.9920 9.9920
BF-3 0.0000 31.9674 31.9674
AV-1 186.4674 51.3271 237.7944
MV-1 0.0000 3.9313 3.9313
MV-2 0.0000 18.7727 18.7727
BV-1 0.0000 15.7578 15.7578
BV-2 0.0000 22.8749 22.8749
BV-3 0.0000 17.1561 17.1561
------------------------------
Group I Group II
------------------------------
(2) Prepayments 8,352,449.93 241,154,623.36
Extra Principal Distribution Amount 0.00 0.00
(3) Distributions less than the Required Distribution - -
(4) Insured Payment - -
(5) Certificate principal Balance @ 12/31/98
Class AF-1 65,052,294.22
Class AF-2 53,000,000.00
Class AF-3 22,000,000.00
Class AF-4 34,000,000.00
Class AF-5 12,920,000.00
Class AF-6 25,950,000.00
Class MF-1 12,975,000.00
Class MF-2 9,731,000.00
Class BF-1 9,083,000.00
Class BF-2 3,244,000.00
Class BF-3 2,595,000.00
Class AV-1 180,404,632.11
Class MV-1 17,677,000.00
Class MV-2 13,553,000.00
Class BV-1 7,662,000.00
Class BV-2 4,714,000.00
Class BV-3 2,357,000.00
Scheduled Principal Balance of Each Group at 12/31/98 250,550,294.22 226,367,632.11
(6) Substitution Shortfalls - -
(7) Weighted Average Net Rate of Mortgage Loans 9.04% 8.86%
(8) Largest mortgage loan balance outstanding 897,163.69 828,117.68
(9) Servicing Fees 326,325.97 291,967.86
Master Servicing Fees 19,212.81 17,518.08
(10) Index value for Variable Rate Certificates @ 12/31/98 5.04%
(11) Pass-through rates for Variable Rate Certificates 8.39%
</TABLE>
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