SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment 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.: 333-44067-05
CITY CAPITAL HOME LOAN TRUST
Asset Backed Certificates
Series 1998-4 Trust
(Exact name of registrant as specified in its charter)
New York Pending
(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 26, 1999, on behalf of
CITY CAPITAL HOME LOAN TRUST Asset Backed Certificates Series 1998-4 Trust
established pursuant to an Indenture Agreement between City Capital Home Loan
Trust 1998-4, as Issuer and Norwest Bank Minnesota, National Association, as
Indenture Trustee, Note Administrator and Custodian, pursuant to which the CITY
CAPITAL HOME LOAN TRUST Asset Backed Certificates Series 1998-4 Trust registered
under the Securities Act of 1933 (the "Certificates") were issued.
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) City Morgage Services <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) City Morgage Services <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) City Morgage Services <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) No 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:
CITY CAPITAL HOME LOAN TRUST
Asset Backed Certificates
Series 1998-4 Trust
Signed: Wilmington Trust Co., as Owner Trustee
By: Robert P. Hines, Jr.
By: /s/ Robert P. Hines, Jr.
Dated: December 15, 1999
Exhibit Index
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) City Morgage Services <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) City Morgage Services <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) City Morgage Services <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
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ERNST&YOUNG LLP
900 United Center
500 Virginia Street East (25301)
P.O. Box 2906
Charleston, West Virginia 25330
Phone: 304 343 8971
Fax: 304 357 5994
Independent Auditors' Report on Management's Assertion on Compliance
with Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Board of Directors and Management City National Bank of West Virginia
We have examined management's assertion, included in the accompanying report
titled Report of Management, that City Mortgage Services (CMS), a division of
City National Bank of West Virginia, 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 CMS's compliance with those
requirements. Our responsibility is to express an opinion on management's
assertions about CMS'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 CMS'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 CMS's
compliance with specified requirements.
In our opinion, management's assertion that CMS complied with the aforementioned
requirements during the year ended December 31, 1998, is fairly stated, in all
material respects.
Ernst &Young LLP
March 5, 1999
Ernst &Young LLP is a member of Ernst &Young
International, Ltd.
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City Mortgage Services
Management's Assertion on Compliance with Minimum Servicing Standards Set
Forth in the Uniform Single Attestation Program for Mortgage Bankers
Report of Management
We, as members of management of City Mortgage Services (CMS), a division of City
National Bank of West Virginia, 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 CMS's
compliance with the minimum servicing standards as set forth in the USAP as of
December 31, 1998 and for the year then ended. Based on this evaluation, we
assert that during the year ended December 31, 1998, CMS complied, in all
material respects, with the minimum servicing standards set forth in the USAP.
As of and for this same period, CMS through City Holding Company, the parent of
City National Bank of West Virginia, had in effect a fidelity bond and errors
and omissions policy in the amounts of $10 million and $1 million, respectively,
for the period January 1, 1998 through December 15, 1998 and $10 million and $5
million, respectively, for the period December 16, 1998 through December 31,
1998.
March 5, 1999
David J. Vida Jr.
President
A. Lawrence Crimmins Jr.
Executive Vice President - CFO
City Mortgage Services
A Division of City National Bank
25 Gatewater Road
Cross Lanes
West Virginia 25313
P.O. Box 7520,
Charleston, West Virginia 25356-7520
telephone (304) 776-8800
facsimile (304) 776-8820
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City Mortgage Services
Ms. Gabriele Kendall
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Dear Ms. Kendall:
The undersigned Officer certifies the following for the 1998 fiscal year:
(i)
A review of the activities of the Servicer during the preceding fiscal year and
of the Servicer's performance under the terms of the Servicing Agreements with
respect to such loans has been made under the supervision of the Officer who
signed such Officer's Certificate;
(ii)
To the best of such Officer's knowledge, based on such review, the Servicer has
fulfilled all its obligations under these Agreements throughout such year, or if
there has been a default in the fulfillment of any such obligation, such
Officer's Certificate shall specify each such default known to such signer and
the nature and status thereof and what action the Servicer proposes to take with
respect thereto.
Certified by:
A. Lawrence Crimmins, Jr.
Executive Vice President/CFO
Title
March 29, 1999
Date
City Mortgage Services
A Division of City National Bank
25 Gatewater Road
Cross Lanes
West Virginia 25313
P.O. Box 7520,
Charleston, West Virginia 25356-7520
telephone (304) 776-8800
facsimile (304) 776-8820
