SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1998
Commission File Number: 333-42127
ABN AMRO Mortgage Corporation
Issuer in Respect of Commercial Mortgage Pass-Through
Certificates Series 1998-3
(Exact Name of registrant as specified in its charter)
Delaware 363886007
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
181 W. Madison Street, Chicago, Illinois 60602
(Address of Principal Executive Office)
248-643-2530
(Registrant's telephone number, including area code)
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 or any amendment to this Form 10-K.
Not applicable.
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1998.
Not applicable.
Number of shares of common stock outstanding as of December 31, 1998.
Not applicable.
Table of Contents
PART I
Item 1. Business..................................................3
Item 2. Properties................................................3
Item 3. Legal Proceedings.........................................3
Item 4. Submission Of Matters To A Vote Of Security Holders.......3
PART II
Item 5. Market For Registrant's Common Equity And
Related Shareholder Matters.......................................3
Item 6. Selected Financial Data...................................3
Item 7. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations...............................4
Item 8. Financial Statements And Supplementary Data...............4
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure.....................4
PART III
Item 10. Directors And Executive Officers Of The Registrant.......4
Item 11. Executive Compensation...................................4
Item 12. Security Ownership Of Certain Beneficial Owners And
Management......................................4
Item 13. Certain Relationships And Related Transactions...4
PART IV
Item 14. Exhibits, Financial Statement Schedules And Reports
On Form 8-K.....................................4
Signatures................................................4
Exhibit Index.............................................4
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund
formed, and the Issuer in Respect of Commercial Mortgage
Pass-Through Certificates Series 1998-3 issued, pursuant to a
Pooling and Servicing Agreement, dated as of August 1, 1998 (the
"Pooling and Servicing Agreement"), by and among ABN AMRO
Mortgage Corporation as sponsor, LaSalle Home Mortgage
Coprporation, as Servicer and special servicer, LaSalle National
Bank, as Trustee, and ABN AMRO Bank N.V., as fiscal agent. The
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-X, Class A-P, Class M, Class B-1, Class
B-2, Class R Certificates have been registered pursuant
to the Act under a Registration Statement on Form S-3 (the
"Registration Statement").
Capitalized terms used herein and not defined have the same
meanings ascribed to such terms in the Pooling and Servicing
Agreement.
This Annual Report is being filed by the Trustee, in its capacity
as such under the Pooling and Servicing Agreement, on behalf of
Registrant. The information contained herein has been supplied
to the Trustee by one or more of the Borrowers or other third
parties without independent review or investigation by the
Trustee. Pursuant to the Pooling and Servicing Agreement, the
Trustee is not responsible for the accuracy or completeness of
such information.
ITEM 2. PROPERTIES
See Exhibits 99.1 and 99.2 hereto for Servicer's Annual
Statement of Compliance and Servicer s Independent Accountant's
Report on Servicer's servicing activities.
ITEM 3. LEGAL PROCEEDINGS
Except for claims arising in the ordinary course of business and
which are covered by liability insurance, there are no material
pending legal proceedings involving the Trust Fund, the Mortgages
comprising the Trust Fund or the Trustee, the Special Servicer or
the Servicer with respect to or affecting their respective duties
under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There was one registered holder of the Certificate representing
an equity interest in the Trust as of December 31, 1997. To the
Registrant's knowledge, as of that date, there was no principal
market in which the Certificates representing an equity interest
in the Trust were traded.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF A FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10, 11, 12 and 13 is not
applicable as the trust fund does not have directors or
officers and Certificateholders have no right to vote (except
with respect to required consents to certain amendments to the
Pooling and Servicing Agreement and upon certain events of
default) or control the Trust Fund.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)
1. Servicer's Annual Statement of Compliance for the period
ended 12/31/98.
2. Servicer's Independent Accountant's Report on Servicer's
servicing activities.
(b) All current Reports on Form 8-K for the Trust have been
filed as of 12/31/98.
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 by the undersigned thereunto
duly authorized.
LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF ABN AMRO
Mortgage Corporation REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dated: March 30, 1999
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Independent Accountants' Report on
Servicer's servicing activities
Exhibit 99.1
LaSalle
LaSalle Bank FSB
4242 North Harlem Avenue
Norridge, Illinois 60634-1283
(708) 456-0400
CERTIFICATE OF COMPLIANCE
The undersigned, an officer of LaSalle Home Mortgage
Corporation, (the "participant"), hereby certifies as follows:
1. I have made, or caused to be made under my supervision,
a review of the activities of LaSalle Home Mortgage Corp.
during the preceding calendar year ending December 31,
1998, with respect to performance under the
and
2. To the best of my knowledge, based on such review, there
is as of this date, no default by LaSalle Home in the
fulfillment of any of it's obligations under this issue.
In witness whereof the undersigned has this Certificate of
Compliance this 1st day of March, 1999
LaSalle Bank, FSB
By: /s/ Renee' B. Dettman
Loan Servicing Officer
Exhibit 99.2
ERNST& YOUNG LLP
Sears Tower
Phone: 312 879 2000
233 South Wacker Drive
Chicago, Illinois 60606-6301
Report of Independent Auditors on Agreements with Chase Bank of
Texas, National Association
Board of Directors
ABN AMRO North America, Inc.
We have audited, in accordance with generally accepted auditing
standards, the consolidated statement of financial condition of
ABN AMRO North America, Inc., parent company of LaSalle Home
Mortgage Corporation (LHMC), as of December 31, 1998, and the
related consolidated statement of income, stockholders' equity,
and cash flows for the year when ended, and have issued our
report thereon dated January 25, 1999.
In connection with our audit of the consolidated financial
statements referred to above, nothing came to our attention
that caused us to believe that LHMC failed to comply with the
terms, covenants, provisions, or conditions of the agreements
between LHMC and Chase Bank of Texas, National Association
(Trustee), as listed for each series of certificates described
in the accompanying schedule, insofar as they relate to
accounting matters. Our examination was made in accordance
with standards established by the American Institute of
Certified Public Accountants and, accordingly, included such
procedures as we considered necessary in the circumstances.
In addition, our examination was made in accordance with the
requirements of the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers.
This report is intended solely for the use of the board of
directors, management, and the Trustee and should not be used
for any other purpose. However, this report may became a matter
of public record as result of being included as an exhibit to
certain form 10-Ks that are filed with the Securities and
Exchange Commission on behalf of the trusts that are established
in connection with the series of certificates listed on the
accompanying schedule.
By: /s/ Ernst & Young LLP
January 25, 1999
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
Schedule of Agreements with
Chase Bank of Texas, National Association
Pooling and Servicing Agreement, ABN AMRO Mortgage Corporation,
Mortgage Pass-Through Certificates, Series 1998-1,
Cut-Off Date: March 1, 1998, Section 3.12
Pooling and Servicing Agreement, ABN AMRO Mortgage Corporation,
Mortgage Pass-Through Certificates, Series 1998-2,
Cut-Off Date: June 1, 1998, Section 3.12
Pooling and Servicing Agreement, ABN AMRO Mortgage Corporation,
Mortgage Pass-Through Certificates, Series 1998-3,
Cut-Off Date: August 1, 1998, Section 3.12
Pooling and Servicing Agreement, ABN AMRO Mortgage Corporation,
Mortgage Pass-Through Certificates, Series 1998-4,
Cut-Off Date: October 1, 1998, Section 3.12
Pooling and Servicing Agreement, ABN AMRO Mortgage Corporation,
Mortgage Pass-Through Certificates, Series 1998-5,
Cut-Off Date: December 1, 1998, Section 3.12
