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.: 333-17801-02
Norwest Integrated Structured Assets, Inc.
Mortgage Pass-Through Certificates
Series 1998-2 Trust
(Exact name of registrant as specified in its charter)
New York 52-2128253
(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 Integrated Structured Assets, Inc. Mortgage Pass-Through Certificates
Series 1998-2 Trust established pursuant to a Pooling and Servicing Agreement
among NORWEST INTEGRATED STRUCTURED ASSETS, INC. (Seller) and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION (Master Servicer) and FIRST UNION NATIONAL BANK
(Trustee) pursuant to which the Norwest Integrated Structured Assets, Inc.
Mortgage Pass-Through Certificates Series 1998-2 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) HOMESIDE LENDING INC (FL) <F1>
b) NORTH AMERICAN MTG <F1>
c) NORWEST MTG INC <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) HOMESIDE LENDING INC (FL) <F1>
b) NORTH AMERICAN MTG <F1>
c) NORWEST MTG INC <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) HOMESIDE LENDING INC (FL) <F1>
b) NORTH AMERICAN MTG <F1>
c) NORWEST MTG INC <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:
Norwest Integrated Structured Assets, inc.
Mortgage Pass-Through Certificates
Series 1998-2 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) HOMESIDE LENDING INC (FL) <F1>
b) NORTH AMERICAN MTG <F1>
c) NORWEST MTG INC <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1998.
a) HOMESIDE LENDING INC (FL) <F1>
b) NORTH AMERICAN MTG <F1>
c) NORWEST MTG INC <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1998.
a) HOMESIDE LENDING INC (FL) <F1>
b) NORTH AMERICAN MTG <F1>
c) NORWEST MTG INC <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders. <F2>
<F1> Filed herewith.
.
<F2> Previously filed.
(logo)
KPMG Peat Marwick LLP
Suite 2700, Independent Square
One Independent Drive
RO. Box 190
Jacksonville, FL 32201-0190
Independent Auditors' Report
The Board of Directors
HomeSide Lending, Inc.:
We have examined management's assertion about HomeSide Lending, Inc. and
subsidiaries' (the Company's) compliance with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage-Bankers and that the Company had in effect a
fidelity bond and errors and omissions policy in the amount of $76 million and
$20 million, respectively, as of September 30, 1998 and for the period from
February 11, 1998 through September 30, 1998, included in the accompanying
management assertion letter. 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 HomeSide Lending, Inc. and
subsidiaries have complied in all material respects with the aforementioned
minimum servicing standards and that the Company had in effect a fidelity bond
and errors and omissions policy in the amount of $76 million and $20 million,
respectively, as of September 30, 1998 and for the period from February 11, 1998
through September 30, 1998 is fairly stated, in all material respects.
KPMG Peat Marwick LLP
December 11, 1998
(logo)
(LOGO)
KPMG
Financial Services
757 Third Avenue
New York, NY 10017
Independent Auditors' Report
The Board of Directors
North American Mortgage Company:
We have examined management's assertion about North American Mortgage Company's
(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 the Company has 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 25, 1999
(LOGO)
KPMG Peat Marwick LLP
2500 Ruan Center
RO. Box 772
Des Moines, IA 50303
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Norwest Mortgage, Inc.:
We have examined management's assertion about Norwest Mortgage Banking'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 Norwest
Mortgage Banking'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 Norwest Mortgage Banking'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 Norwest Mortgage Banking's compliance with the minimum
servicing standards.
In our opinion, management's assertion that Norwest Mortgage Banking complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1998, is fairly stated, in al1 material respects.
KPMG Peat Marwick LLP
January 19, 1999
(logo)
HOMESIDE LENDING, INC
As of September 30, 1998 and for the period from February 11, 1998 to September
30, 1998, HomeSide Lending, Inc. 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, HomeSide Lending, Inc. had in effect a fidelity bond and
errors and omissions policy in the amount of $76 million and $20 million,
respectively.
William Glasgow, Jr.
Executive Vice President
December 11, 1998
Date
Post Office Box 44090, Jacksonville, FL 32231-4090 904-281.3000
5100 West Lemon Street
Suite 109
Tampa, FL 33609
(LOGO)
NORTH AMERICAN
MORTGAGE COMPANY'
A DIME COMPANY
Management Assertion
As of and for the year ended December 31, 1998, North American Mortgage Company
(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 and errors and omissions policy in the
following amounts as of and for the year ended December 31, 1998:
Fidelity Bond
$ 47,050,000 from January 1, 1998 to March 1, 1998 $100,000,000 from March 2,
1998 to December 31, 1998
Errors and Omissions
$ 23,525,000 from January 1, 1998 to October 15. 1998
$ 20,000,000 from October 16, 1998 to December 31, 1998
Raymond G. Romano
SVP/Director of Residential Credit
Title
3-25-99
Date
(LOGO)
Norwest Mortgage, Inc.
Home Campus
Des Moines, IA 50328
515/221- 7300
Management Assertion
As of, and for the year ended December 31, 1998, Norwest Mortgage Banking 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 the same period, Norwest Mortgage
Banking had in effect a fidelity bond along with an errors and omissions policy
in the amounts of $100 million and $20 million, respectively.
Mark C. Oman
Chairman and Chief Executive Officer
January 19, 1999
Date
Robert K. Chapman
Executive Vice President and Chief Financial Officer
January 19, 1999
Date
Mike Heid
Executive Vice President Loan Servicing
January 19, 1999
Date
(LOGO) HOMESIDE LENDING, INC.
October 16, 1998
Ms. Kimberly J. Wiggins
Contracts & Comp. Administrator
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Officer's Certificate
Fiscal Year Ending 9/30/98
Dear Ms. Wiggins:
As an officer of HomeSide Lending, Inc. (HomeSide), I certify to the best of my
knowledge to the following for the 1998 fiscal year:
1. I have reviewed the activities and performance of the servicing activities
of HomeSide 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 my knowledge, HomeSide 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 HomeSide 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.;
2. I have confirmed that HomeSide is currently an approved FNMA or FHLMC
servicer in good standing;
3. 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;
4. 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;
5. 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 as and when due.
6. All custodial accounts have been reconciled and are properly funded; and
7. 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.
Sincerely,
Terry Salazar
Vice President
lp
Post Office Box 44090, Jacksonville, FL 32231-4090 * 904-281-3000
North American Mortgage Company
Officer's Certificate - Annual Statement as to Compliance For the Fiscal Year
Ended December 31, 1998
This serves as North American's Officer's Certificate / Annual Statement as to
Compliance for the servicing of loans under Participation/Purchase/Seller
Servicing and/or Sub-Servicer Agreements with your concern.
1.)A review of the activities during the proceeding fiscal year and of the
performance with requirements of the Agreement has been made under the Officer's
Supervision.
2.)To the best of the Officer's knowledge, based on the review, North American
has fulfilled all its obligations under the Agreement throughout the fiscal
year.
3.)Real estate taxes have been paid as required by the terms of the mortgage.
4.)Mortgage insurance premiums due under the contract of insurance with FHA or
PMI carriers have been paid as required.
5.)Insurance is being maintained, is fully paid, and complies with the
Agreement. Adequate hazard insurance is in force on all loans as required under
the Agreement. Flood insurance coverage, if required, is in force. If escrowed,
insurance/PMI premiums and taxes/assessment monies have been analyzed, in
accordance with RESPA, to ensure sufficient funds are being collected in escrow
for the current year.
6.)Property inspections have been performed as stated in the Agreement, unless
otherwise amended.
7.)Appropriate IRS notices were performed in accordance with IRS Regulations.
8.)Disbursements from Trust Account funds were made for proper purposes, and all
payments required to be made by the Agreement have been made.
9.)Proper fidelity coverage and errors and omissions insurance are in force as
required.
10.) Loans with variable rate features have been changed in accordance with the
terms of the note.
11.)North American is authorized by applicable law to service the mortgages, and
it has and will continue to satisfy all licensing, registration, and other
requirements of the Agreement.
There is, as of this date, no default in the fulfillment of any of its
obligations under the Agreement known to this Officer. As an Officer of North
American, individually, I certify to the best of my knowledge, that the
foregoing statements are true and correct.
Officer s Signature: Date: March 31, 1999
Officer's Title: Vice President
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
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:
Officer
Vice President
Title
4/2/99
Date
