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.: 333-67329-01
C-BASS Trust, LLC,
Asset-Backed Certificates
Series 1998-3 Trust
(Exact name of registrant as specified in its charter)
52-2140277
52-2140281
New York 52-2140284
(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 C-BASS Trust, LLC, Asset-Backed Certificates Series 1998-3 Trust
established pursuant to a Pooling and Servicing Agreement among Financial Assets
Securities Corp. as Depositor, Credit Based Asset Servicing and Securitization
LLC as Seller and Norwest Bank Minnesota, National Association, as Trustee,
pursuant to which the C-BASS Trust, LLC, Asset - Backed Certificates Series
1998-3 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) Litton <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) Litton <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) Litton <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:
C-BASS Trust, LLC,
Asset-Backed Certificates
Series 1998-3 Trust
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri J. Sharps, Vice president
By: /s/ Sherri J. Sharps, Vice president
Dated: December 17, 1999
Exhibit Index
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) Litton <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) Litton <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) Litton <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
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Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas 77002-4196
Telephone: (713) 982-2000 Facsimile: (713) 982-2001
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Litton Loan Servicing LP:
We have examined management's assertion about Litton Loan Servicing LP's (the
"Company") compliance with the minimum servicing standards identified 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, including 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 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 of the Company's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
Deloitte & Touche LLP
January 5, 1999
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Litton Loan Servicing LP
An Affiliate of C-Bass.
5373 West Alabama, Suite 600
Houston, Texas 77056
Telephone 713 960 9676
Fax 713 960-0539
January 16,1999
As of December 31, 1998, Litton Loan Servicing LP has complied in all material
respects with the minimum servicing standard set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of and for this same-period, Litton Loan Servicing LP had in effect
a fidelity bond in the amount of $4,000,000 and an errors and omissions policy
in the amount of $4,000,000.
Larry B. Littton, Sr., President & CEO
Janice McClure, Senior Vice President
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LITTON LOAN SERVICING LP
5373 West Alabama, Suite 600 Houston, Texas 77056
A subsidiary of C-BASS
Telephone 713 960 9676
Fax 713 960 0539
March 31, 1999
Todd Emerick
Norwest Bank Minnesota
11000 Broken Land Pkwy.
Columbia, MD 21044
Subject: C-Bass Trust 1998-3 Asset Backed Certificates, Series 1998-3
To Whom It May Concern:
The undersigned officer of Litton Loan Servicing LP {successor in interest to
Litton Loan Servicing, Inc.) certifies that a review of the servicing activity
for the year ended December 31, 1998 has been made under such officer's
supervision and to the best of such officer's knowledge that there were no
defaults or exceptions to the requirements of the subject agreement between the
above listed parties. Litton Loan Servicing LP hereby certifies that:
1. All ad valorem taxes have been paid when due and without penalty to the
Trust.
2. All assessments and ground rents of whatsoever kind or nature have been paid
so as to prevent their taking priority to the purchase money lien or lien to
which the trust is entitled.
3. All casualty insurance has been paid without lapse in coverage and in an
amount sufficient to prevent the application of a co-insurance clause.
4. Flood insurance as required by the National Flood Insurance Act of 1994, P.L.
103-325 ss. 511, if any, has been maintained without lapse.
5. Errors and Omissions Insurance is in force in amounts sufficient to meet the
requirements of Federal National Mortgage Association, Federal Home Loan
Mortgage Corporation and the terms of the subject agreement.
6. Litton Loan Servicing LP has timely filed the required IRS informational
returns including the forms 1098, 1099(A), and those required by code sections
6050(h)(j)(p) for the year ended December 31, 1998.
7. Litton Loan Servicing LP has not committed any act or omitted to act in any
manner that would cause the trust to lose the REMIC tax treatment.
8. All other terms and requirements of the Servicing Agreement between the above
parties have been complied with except as noted on the attachment to this
letter, if any.
Sincerely,
Litton Loan Servicing LP
Janice McClure
Senior Vice President
