BANKBOSTON HOME EQ LOAN TR 1998-2 HOME EQ LN AS BK CERT SER
10-K/A, 1999-07-19
ASSET-BACKED SECURITIES
Previous: XOMA LTD, 8-K/A, 1999-07-19
Next: DIGITAL MUSIC CREATIONS INC, 10SB12G/A, 1999-07-19





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-K/A

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange   Act  of  1934  for  the period from December 1, 1998
         (Commencement of Operations) to 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  333-39649-13

                            LEHMAN ABS CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                            13-3447441
(State or other jurisdiction of                           I.R.S. Employer
incorporation or organization)                            Identification No.)

Three World Financial Center
200 Vesey Street
New York, New York                                       10022
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code : (212) 526-7000

                         LEHMAN ABS CORPORATION
                    BANKBOSTON HOME EQUITY LOAN TRUST
          HOME EQUITY LOAN ASSET BACKED CERTIFICATES, SERIES 1998-2
           (Title of each class of securities covered by this form)

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/A or any
 amendment to this Form 10-K/A.  [X]

Documents incorporated by reference:  None

                                   Page 1 of 5
             This report consists of 10 consecutively numbered pages.


<PAGE>
                         AMENDMENT NUMBER 1 OF 1


                                   -2-
<PAGE>

LEHMAN ABS CORPORATION
BANKBOSTON HOME EQUITY LOAN TRUST
HOME EQUITY LOAN ASSET BACKED CERTIFICATES, SERIES 1998-2
- -----------------------------------------------------------------------


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)  Exhibits:

   Annual  Servicer  Statement of  Compliance and Officer's Certificate,
           filed as Exhibit 99.1 hereto.
   Annual Statement of  Independent  Accountants  Report for the Servicer,
           filed as Exhibit 99.2 hereto.

(b) Reports on Form 8-K: There were no Current Reports on Form 8-K filed by
the Registrant during the last quarter of 1998. The first distribution was on
January 25, 1999. The item reported in such Current Report was Item 5 (Other
Events).


(c)   Exhibits to this report are listed in Item (14)(a)(3) above.

                                      -3-
<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.


                                    THE CHASE MANHATTAN BANK,
                                    not in its individual capacity but solely
                                    as Trustee under the Agreement referred
                                    to herein



Date:  July 19, 1999                By:  /s/JoAnn Manieri
                                    -----------------------------
                                    JoAnn Manieri
                                    Trust Officer



                                      -4-
<PAGE>

                                 EXHIBIT INDEX

Exhibit     Description                                               Page

 99.1       Servicer's Annual Statement of Compliance                   6
            and Officer's Certification

 99.2       Servicer's Annual Independent Accountant's Report           9



                                      -5-
<PAGE>




                         EXHIBIT 99.1

            Servicer's Annual Statement of Compliance
               and Officer's Certification


                                      -6-
<PAGE>

BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110

BankBoston

Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards

May 31, 1999

As of and for the period from December 12, 1998  (inception),  through  December
31,  1998,  BankBoston,  N.A. 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  ("USAP")
exclusive of standards  IV. 1, and V.2,  (collectively  the "Minimum  Applicable
Standards").  Our  assertion  relates  solely  to  the  loans  included  in  the
BankBoston  Home Equity  Master  Trust  1998-2  (the  "Trust") as of and for the
period from  December 12, 1998  (inception),  through  December 31, 1998 and not
other loans serviced by the Bank or their designated representative.

As the loans  applicable to  management's  assertion  are fixed rate loans,  and
because Chase  Manhattan Bank (the Trustee)  waived the testing of one standard,
certain USAP minimum servicing  standards are not applicable.  Specifically,  no
assertions as to USAP minimum servicing IV.l, and V.2 are being made.

As of and for the period  December 12, 1998  (inception),  through  December 31,
1998,  BankBoston,  N.A.  had in effect a fidelity  bond and errors and omission
policies in the amounts of at least $10,000,000 and $5,000,000 respectively.

By:  /s/ Paul C. Mangelsdorf III
Mr. Paul C. Mangelsdorf III
Director, Consumer Asset Finance


By:  /s/ J. Roberts Snow
Mr. J. Roberts Snow
Director, Portfolio Management


                                   -7-

<PAGE>

                           BANKBOSTON, N.A.

                      OFFICER'S CERTIFICATION

The  undersigned  hereby  certifies,  warrants,  and  represents  to  The  Chase
Manhattan  Bank (as  "Trustee"),  MBIA  Insurance  Corporation  (as  "Insurer"),
Moody's  Investors  Service,  Inc. (as "Rating  Agency"),  and Standard & Poor's
Rating Services (as "Rating Agency") pursuant to Article III, Section 3.10(a) of
the  Pooling  and  Servicing   Agreement   among  Lehman  ABS   Corporation  (as
"Depositor"),  BankBoston,  N.A. (as "Seller"  and "Master  Servicer"),  and the
Trustee, dated as of December 1, 1998 (the"Agreement"):

(1) that the  undersigned is duly  authorized to execute this  Certification  on
behalf of the Master Servicer;

(2) that, to the best knowledge of the undersigned  officer, the Master Servicer
has fully complied in all material  respects with the provisions of Articles III
and V of the Agreement;

(3) that a review of the  activities  of the Master  Servicer  during the period
from December 1, 1998 to December 31, 1998 (the "Applicable Period"), and of the
Master  Servicer's  performance  under the  Agreement,  has been made  under the
supervision of the undersigned officer; and

(4) to the best of the  undersigned  officer's  knowledge,  based on the  review
certified in paragraph 3, the Master  Servicer has fulfilled all of its material
obligations under the Agreement throughout the Applicable Period.


DATED as of May 31, 1999


BANKBOSTON, N.A., as Master Servicer


By:  /s/ John R. Snow
         John R. Snow
Its: Director, Portfolio Management


BankBoston.Home Equity Securitization.sjs.officer's certificate
re Trust 2 Agreement 063099 doc



                              -8-

<PAGE>

                         EXHIBIT 99.2

          Servicer's Annual Independent Accountant's Report


                             -9-

<PAGE>

PRICEWATERHOUSECOOPERS

Report of Independent Accountants

To the Board of Directors and Stockholder of BankBoston, N.A.:

We have examined  management's  assertion about BankBoston,  N.A.'s (the "Bank")
compliance  with the minimum  servicing  standards  identified  in the  Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers  ("USAP")  exclusive  of  standards  IV.l,  and V.2,  (collectively  the
"Minimum  Applicable  Standards"),  solely for thc  purpose of  servicing  loans
included in the  BankBoston  Home Equity Master Trust 1998-2 (the "Trust") as of
and for the period from December 12, 1998 (inception), through December 31, 1998
included in the accompanying management assertion (see Exhibit I).

As the loans  applicable to  management's  assertion  are fixed rate loans,  and
because Chase Manhattan Bank (the Trustee),  waived the testing of one standard,
certain USAP minimum  servicing  standards are not applicable.  Therefore,  USAP
minimum  servicing  standards  IV. I, and V.2,  were not  addressed  during  our
examination.  Further, management's assertion and this report relate only to the
loans  underlying  the Trust and not other  loans  serviced by the Bank or their
designated representative.

Management is responsible for the Bank's compliance with the Minimum  Applicable
Standards.   Our  responsibility  is  to  express  an  opinion   exclusively  on
management's assertion about the Bank's compliance with the Applicable standards
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  Bank's  compliance  with the
Minimum  Applicable  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  Bank's  compliance  with  the  Minimum  Applicable
Standards.

In our opinion,  management's  assertion that the Bank complied with the Minimum
Applicable  Standards  solely for the purpose of servicing loans  underlying the
Trust  as of and for the  period  from  inception,  December  12,  1998  through
December 31, 1998 is fairly stated, in all material respects.




/s/ PricewaterhouseCoopers, LLP
Boston, Massachusetts May 31, 1999


                                 -10-




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission