SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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OR
[ ] 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: 333-11095-31
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CWABS, Inc.
Revolving Home Equity Loan Asset Backed Certificates, Series 1998-D
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(Exact name of Registrant as specified in its charter)
Delaware 95-4596514
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
c/o The First National Bank of Chicago
Corporate Trust Services Division
One North State Street, 9th Floor
Chicago, Illinois 60670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 407-1902
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
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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 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. [ ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant: Not applicable
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State the number of shares of common stock of the Registrant outstanding as of
December 31, 1998: Not applicable
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DOCUMENTS INCORPORATED BY REFERENCE
None.
* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust fund which issued the CWABS, Inc., Revolving Home Equity Loan Asset
Backed Certificates, Series 1998-D (the "Trust Fund") formed pursuant to the
pooling and servicing agreement dated as of November 14, 1998 (the "Pooling
and Servicing Agreement") among CWABS, Inc., as depositor (the "Company"),
Countrywide Home Loans, Inc., as seller and master servicer (the "Master
Servicer"), and The First National Bank of Chicago, as trustee (the
"Trustee"), for the issuance of the CWABS, Inc., Revolving Home Equity Loan
Asset Backed Certificates, Series 1998-D (the "Certificates"). Certain
information otherwise required to be included in this Report by the
Instructions to Form 10-K has been omitted in reliance on the relief granted
by the Commission to other companies in similar circumstances, including, but
not limited to, the relief granted to CWMBS, Inc. (February 3, 1994)
(collectively, the "Relief Letters").
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PART I
ITEM 1. BUSINESS
Not applicable in reliance on the Relief Letters.
ITEM 2. PROPERTIES
Not applicable in reliance on the Relief Letters.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings relating to the
Trust Fund to which any of the Trust Fund, the Trustee, the Master
Servicer or the Company was a party or of which any of their
respective properties was the subject during the fiscal year covered
by this Report, nor is the Company aware of any such proceedings
contemplated by governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of Certificateholders, and no
Certificateholder consent was solicited during the fiscal year
covered by this Report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no established public trading market for the
Certificates.
(b) At December 31, 1998, there were less than 300 holders of record
of the Certificates.
(c) Not applicable. (Information as to distributions to
Certificateholders is provided in the Registrant's monthly filings on
Form 8-K.)
ITEM 6. SELECTED FINANCIAL DATA
Not applicable in reliance on the Relief Letters.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Not applicable in reliance on the Relief Letters.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable in reliance on the Relief Letters.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable in reliance on the Relief Letters.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable. See the Relief Letters.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Not applicable in reliance on the Relief Letters.
(b) Not applicable in reliance on the Relief Letters.
(c) Not applicable in reliance on the Relief Letters.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable in reliance on the Relief Letters.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Pursuant to the Pooling and Servicing Agreement, the
Master Servicer is required to deliver an annual statement as to
compliance with the provisions of the Pooling and Servicing
Agreement and certain other matters (the "Annual Statement of the
Master Servicer"). The Master Servicer is also required to cause a
firm of independent public accountants to deliver an annual report
as to compliance with the servicing provisions of the Pooling and
Servicing Agreement (the "Annual Report of the Firm of
Accountants"). The Annual Statement of the Master Servicer is
included as Exhibit 99.1 to this Report. The Annual Report of the
Firm of Accountants is required to be delivered not later than 120
days after the end of the Master Servicer's fiscal year. The Annual
Report of the Firm of Accountants is included as Exhibit 99.2.
(2) Not applicable.
(3) The required exhibits are as follows:
Exhibit 3(i): Copy of Company's Certificate of Incorporation
(Filed as an Exhibit to Registration Statement on Form S-3 (File No.
33-11095)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as an Exhibit
to Registration Statement on Form S-3 (File No. 33-11095)).
Exhibit 4: Pooling and Servicing Agreement (Filed as part of
the Registrant's Current Report on Form 8-K dated December 3, 1998).
Exhibit 99.1: Annual Statement of the Master Servicer.
Exhibit 99.2:. Annual Report of the Firm of Accountants
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(b) Current Reports on Form 8-K filed during the quarter ending
December 31, 1998:
Date Items Reported
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October 26, 1998 Monthly Report sent to certificateholders with the
October 1998 distribution
November 25, 1998 Monthly Report sent to certificateholders with the
November 1998 distribution
December 28, 1998 Monthly Report sent to certificateholders with the
December 1998 distribution
(c) See subparagraph (a)(3) above.
(d) Not applicable. See the Relief Letters.
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.
No such annual report, proxy statement, form of proxy or other soliciting
material has been sent to Certificateholders. See the Relief Letters.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized.
CWABS, INC.,
REVOLVING HOME EQUITY LOAN ASSET BACKED
CERTIFICATES, SERIES 1998-D
By: The First National Bank of Chicago,
as Trustee*
By: /s/ Barbara G. Grosse
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Name: Barbara G. Grosse
Title: Vice President and Assistant Secretary
Date: May 7, 1999
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* This Report is being filed by the Trustee on behalf of the Trust Fund.
The Trust Fund does not have any officers or directors.
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EXHIBIT INDEX
Sequential
Exhibit Document Page Number
3(i) Company's Certificate of Incorporation (Filed as an
Exhibit to Registration Statement on Form S-3
(File No. 33-11095))*
3(ii) Company's By-laws (Filed as an Exhibit to
Registration Statement on Form S-3 (File No. 33-11095))*
4 Pooling and Servicing Agreement (Filed as part of the
Company's Current Report on Form 8-K dated December 3,
1998)*
99.1 Annual Statement of the Master Servicer.........................11
99.2 Annual Report of the Firm of Accountants........................13
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* Incorporated herein by reference.
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EXHIBIT 99.1
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COUNTRYWIDE HOME LOANS, INC.
OFFICERS' CERTIFICATE
ANNUAL STATEMENT OF THE MASTER SERVICER
CWABS, INC.
REVOLVING HOME EQUITY LOAN
ASSET BACKED CERTIFICATES, SERIES 1998-D
The undersigned do hereby certify that they are each an officer of
Countrywide Home Loans, Inc. (the "Master Servicer") and do hereby further
certify pursuant to Section 3.09 of the Pooling and Servicing Agreement for
the above-captioned Series (the "Agreement") that:
(i) A review of the activities of the Master Servicer during the
preceding fiscal year and of the performance of the Master Servicer under
the Agreement has been made under our supervision; and
(ii) To the best of our knowledge, based on such review, the Master
Servicer has fulfilled all its obligations under the Agreement throughout
such year.
/s/ Thomas H. Boone Dated: March 29, 1999
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Name: Thomas H. Boone
Title: Managing Director,
Portfolio Management
/s/ David M. Walker Dated: March 29, 1999
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Name: David M. Walker
Title: Executive Vice President
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EXHIBIT 99.2
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[Logo]
GRANT THORNTON LLP
ACCOUNTANT AND
MANAGEMENT CONSULTANTS
The US Member Firm of
Grant Thornton International
REPORT OF INDEPENDENT ACCOUNTANTS ON MANAGEMENT'S
ASSERTION ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS
SET FORTH IN THE UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS
Board of Directors
Countrywide Credit Industries, Inc.
We have examined management's assertion about Countrywide Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide
Home Loans, Inc.) ("the Company") 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 February 28, 1999 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 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 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 Countrywide Credit Industries,
Inc. and Subsidiaries (which includes wholly-owned subsidiary, Countrywide
Home Loans, Inc.) complied with the aforementioned minimum servicing standards
as of and for the year ended February 28, 1999 is fairly stated, in all
material respects.
/s/ Grant Thornton LLP
Los Angeles, California
March 23, 1999
Suite 700
1000 Wilshire Blvd.
Los Angeles, CA 90017-2464
Tel: 213 627-1717
Fax: 213 624-6793
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[LOGO]
4500 Park Granada
Calabasas, California 91302
(818) 225-3000
March 23, 1999
Grant Thornton LLP
1000 Wilshire Boulevard, Suite 700
Los Angeles, CA 90017
Gentlemen:
As of and for the year ended February 28, 1999, Countrywide Credit Industries,
Inc. and Subsidiaries (which includes its wholly-owned subsidiary, Countrywide
Home Loans, Inc.) ("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 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 amount of $30,000,000.
/s/ Carlos M. Garcia
Carlos M. Garcia
Managing Director-Finance
Chief Financial Officer and
Chief Accounting Officer
