UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 1999, 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 333-24599
EQUITY ONE ABS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-2029487
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19803
- ----------------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 478-6160
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
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing.
Not applicable
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Not applicable
<PAGE>
This Annual Report on Form 10-K is filed by Equity One ABS, Inc. (the "Reporting
Person") on behalf of Equity One ABS, Inc. Mortgage Pass-Through Certificates,
Series 1998-1 Trust (the "Trust") established pursuant to that certain Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of
November 30, 1998 by and among the Reporting Person, as depositor, Equity One,
Inc., as servicer and a seller (the "Servicer"), The Chase Manhattan Bank, as
trustee (the "Trustee"), and the various other sellers signatory thereto,
pursuant to which the Equity One ABS, Inc. Mortgage Pass-Through Certificates,
Series 1998-1 (the "Certificates"), were registered under the Securities Act of
1933.
PART I
ITEM 1. BUSINESS
Omitted pursuant to First Union Residential Securitization Transactions, Inc.,
SEC No-Action Letter (April 1, 1997) (the "No-Action Letter").
ITEM 2. PROPERTIES
Pursuant to the No-Action Letter, the following represents relevant information
regarding real estate owned by the Trust:
<TABLE>
<CAPTION>
Location Type of Property Loan Number Stated Principal Balance Acquisition Date
- -------- ---------------- ----------- ------------------------ ----------------
<S> <C> <C> <C> <C>
6072 South SR 67 Single Family 85624 $126,258.14 November, 1999
Pendelton, IN 46064
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The registrant knows of no material pending legal proceedings involving the
Trust or the Trustee, the Servicer or the registrant with respect to the Trust,
other than routine litigation incidental to the duties of the respective parties
under the Pooling and Servicing Agreement.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
2
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) No established public trading market for the Certificates exists.
(b) As of December 31, 1999, the number of holders of record of the
publicly offered Certificates was 3.
(c) Omitted pursuant to the No-Action Letter.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
Omitted pursuant to the No-Action Letter.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Omitted pursuant to the No-Action Letter.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted pursuant to the No-Action Letter.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
3
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the No-Action Letter.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to the No-Action Letter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) None.
(b) Not applicable.
(c) Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable.
(b) Not applicable.
(c) None.
(d) None.
4
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits
99.1 Annual Independent Accountants' Servicing Report concerning
servicing activities under the Pooling and Servicing Agreement
for the Servicer's fiscal year ended November 30, 1999, in
accordance with the No-Action Letter.
99.2 Annual Statement of Compliance under the Pooling and Servicing
Agreement for the Servicer's fiscal year ended November 30,
1999, in accordance with the No-Action Letter.
99.3 Aggregate Statement of Principal and Interest Distributions to
Certificateholders.
(b) On or about October 29, 1999 and November 30, 1999, reports on Form 8-K
were filed in order to provide the Monthly Statements to
Certificateholders and quarterly financial statements for the period
ended September 30, 1999 for Ambac Assurance Corporation, the provider
of credit enhancement.
No other reports on Form 8-K have been filed during the last quarter of
the period covered by this report.
(c) Not applicable.
(d) Omitted pursuant to the No-Action Letter.
5
<PAGE>
SIGNATURES
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.
EQUITY ONE ABS, INC.
Date: March 28, 2000 By: /s/ John N. Martella
--------------------------------------
John N. Martella,
Executive Vice President
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
(a)(1) No annual report is provided to the Certificateholders other than with
respect to aggregate principal and interest distributions.
(a)(2) No proxy statement, form of proxy or other proxy soliciting material has
been sent to any Certificateholder with respect to any annual or other
meeting of Certificateholders.
6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
99.1 Annual Independent Accountants' Servicing Report concerning servicing
activities under the Pooling and Servicing Agreement for the Servicer's
fiscal year ended November 30, 1999, in accordance with the No-Action
Letter.
99.2 Annual Statement of Compliance under the Pooling and Servicing
Agreement for the Servicer's fiscal year ended November 30, 1999, in
accordance with the No-Action Letter.
99.3 Aggregate Statement of Principal and Interest Distributions to
Certificateholders.
7
[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
EXHIBIT 99.1
Report of Independent Accountants
To the Board of Directors and
Shareholder of Equity One, Inc.
We have examined management's assertion about Equity One, Inc. and its
subsidiaries' (the "Company") compliance with the minimum servicing standards
("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 November 30, 1999 included in the accompanying management
assertion (see Exhibit I). 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
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 standards.
In our opinion, management's assertion that the Company complied with the
aforementioned standards as of and for the year ended November 30, 1999 is
fairly stated, in all material respects.
PricewaterhouseCoopers LLP
February 18, 2000
<PAGE>
[LETTERHEAD OF EQUITY ONE]
Exhibit 1
Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards
February 18, 2000
As of and for the year ended November 30, 1999, Equity One, Inc. and its
subsidiaries (the "Company"), a wholly owned subsidiary of Popular North
America, Inc. (the "Parent"), have 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")
solely for the purpose of servicing the residential mortgage loans underlying
the Mortgage Pass Through Certificates, Series 1997-1, 1998-1 and 1999-1 (the
"Agreement") except as noted as follows:
Instances of non-compliance with Section III.3 of the Uniform Single Attestation
Program requiring that tax and insurance payments be made on or before the
penalty or insurance policy expiration dates, as indicated on the tax bills and
insurance premium notices, respectively, provided that such support has been
received by the servicing entity at least thirty (30) calendar days prior to
these dates occurred during fiscal 1999. Management is currently working to
appropriately train servicing personnel to avoid future problems regarding
timely payment of taxes and insurance.
Instances of non-compliance with Section V.3 of the Uniform Single Attestation
Program requiring that escrow accounts be analyzed, in accordance with the
mortgagor's loan documents, on at least an annual basis occurred during fiscal
1999. Management is currently implementing procedures to avoid further
problems regarding the timeliness of escrow analysis.
Instances of non-compliance with Section V.4 of the Uniform Single Attestation
Program requiring that interest on escrow accounts be paid or credited to
mortgagors in accordance with the applicable state laws occurred during fiscal
1999. Senior management and the compliance department have communicated the need
to appropriately calculate interest on escrow balances by state with the
servicing department.
As of and for this same period, the Company had in effect fidelity bond and
errors and omissions policies through its Parent company with individual
coverage for each and every loss of in the amounts of $2,500,000 and $1,000,000,
respectively.
/s/ John N. Martella 2-28-00
- ----------------------------- -------------
John N. Martella, EVP Date
Servicing
- YOUR LOAN SOURCE -
523 Fellowship Road * Suite 230 * Mt. Laurel, NJ 08054
856 o 273 o 1119 * Fax: 856 o 273 o 1929
[LETTERHEAD OF EQUITY ONE]
EXHIBIT 99.2
January 31, 2000
<TABLE>
<S> <C> <C>
The Chase Manhattan Bank AMBAC Indemnity Corp. Equity One ABS, Inc.
450 West 33rd Street One State Street Plaza 103 Springer Bldg.
15th Floor 18th Floor 3411 Silverside Road
New York, NY 10001 New York, NY 10004 Wilmington, DE 19810
Attn: Norma Catone, Account Officer Attn: Warren Tong, VP
</TABLE>
RE: Pooling and Servicing Agreement dated as of December 1, 1998
(the "Agreement") for Equity One ABS, Inc.
Mortgage Pass-Through Certificates, Series 1998-1
------------------------------------------------------------
Ladies and Gentlemen:
Pursuant to the provisions of the Agreement, I, Lynn Barry, Assistant Vice
President of Equity One, Inc. Inc. (the "Servicer") do hereby certify as
follows:
1. A review of the activities of the Servicer during the period from
December 1, 1998 through November 30, 1999 and of its performance under
the Agreement has been made under my supervision; and
2. To the best of my knowledge, based on such review, the Servicer has
fulfilled all of its obligations under the Agreement in all material
respects throughout such period.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of January
2000.
EQUITY ONE, INC.
/s/ Lynn Barry
-----------------------------
Lynn Barry
Assistant Vice President
LB/lv
cc: Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Attn: David Joseph, Esquire
- YOUR LOAN SOURCE -
523 Fellowship Road * Suite 230 * Mt. Laurel, NJ 08054
EXHIBIT 99.3
J-14, Year-To-Date Payment Report
Date: 02/17/2000 Page: 14
YTDPAYMT
<TABLE>
<CAPTION>
EQUITY ONE ABS 1998-1 (0326)
Record Payable Investor Interest
Date Date Pool No. Series Cusip No. Tax ID Principal Interest Adjustment
- ---------- ---------- --------- --------- --------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
12/31/1998 01/25/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 2,916,203.18 558,487.23 0.00
<CAPTION>
Net Interest Total
Distribution Other Distribution
- ------------ ----- ------------
<S> <C> <C>
558,487.23 0.00 3,474,690.41
</TABLE>
Registration: CEDE & CO
C/O THE DEPOSITORY TRUST COMPANY
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NY 10004
<PAGE>
J-14, Year-To-Date Payment Report
Date: 02/17/2000 Page: 15
YTDPAYMT
<TABLE>
<CAPTION>
EQUITY ONE ABS 1998-1 (0326)
Record Payable Investor Interest
Date Date Pool No. Series Cusip No. Tax ID Principal Interest Adjustment
- ---------- ---------- --------- --------- --------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
01/29/1999 02/25/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 1,484,460.24 542,205.10 0.00
02/26/1999 03/25/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 1,426,934.60 533,916.86 0.00
03/31/1999 04/26/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 1,755,517.28 525,949.81 0.00
04/30/1999 05/25/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 1,733,203.36 516,148.17 0.00
05/28/1999 06/25/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 2,306,818.82 506,471.12 0.00
<CAPTION>
Net Interest Total
Distribution Other Distribution
- ------------ ----- ------------
<S> <C> <C>
542,205.10 0.00 2,026,665.34
533,916.86 0.00 1,960,851.46
525,949.81 0.00 2,281,467.09
516,148.17 0.00 2,249,351.53
506,471.12 0.00 2,813,289.94
</TABLE>
Registration: CEDE & CO
C/O THE DEPOSITORY TRUST COMPANY
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NY 10004
<PAGE>
J-14, Year-To-Date Payment Report
Date: 02/17/2000 Page: 16
YTDPAYMT
<TABLE>
<CAPTION>
EQUITY ONE ABS 1998-1 (0326)
Record Payable Investor Interest
Date Date Pool No. Series Cusip No. Tax ID Principal Interest Adjustment
- ---------- ---------- --------- --------- --------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
06/30/1999 07/26/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 2,191,845.01 493,591.38 0.00
07/30/1999 08/25/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 2,298,095.20 481,353.58 0.00
08/31/1999 09/27/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 1,223,488.41 468,522.55 0.00
09/30/1999 10/25/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 1,099,542.89 461,691.40 0.00
10/29/1999 11/26/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 1,508,747.62 455,552.29 0.00
<CAPTION>
Net Interest Total
Distribution Other Distribution
- ------------ ----- ------------
<S> <C> <C>
493,591.38 0.00 2,685,436.39
481,353.58 0.00 2,779,448.78
468,522.55 0.00 1,692,010.96
461,691.40 0.00 1,561,234.29
455,552.29 0.00 1,964,299.91
</TABLE>
Registration: CEDE & CO
C/O THE DEPOSITORY TRUST COMPANY
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NY 10004
<PAGE>
J-14, Year-To-Date Payment Report
Date: 02/17/2000 Page: 17
YTDPAYMT
<TABLE>
<CAPTION>
EQUITY ONE ABS 1998-1 (0326)
Record Payable Investor Interest
Date Date Pool No. Series Cusip No. Tax ID Principal Interest Adjustment
- ---------- ---------- --------- --------- --------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
11/30/1999 12/27/1999 1998-1/A1 1998-1/A1 294751AF9 132555119-2 1,573,771.43 447,128.45 0.00
TOTALS FOR Pool No. 1998-1/A1 21,518,628.04 5,991,017.94 0.00
12/31/1998 01/25/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 24,660.71 145,432.81 0.00
01/29/1999 02/25/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 397,898.33 145,289.37 0.00
02/26/1999 03/25/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 333,053.33 142,974.92 0.00
03/31/1999 04/26/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 530,812.58 141,037.66 0.00
<CAPTION>
Net Interest Total
Distribution Other Distribution
- ------------ ----- ------------
<S> <C> <C>
447,128.45 0.00 2,020,899.88
TOTALS FOR Pool No. 1998-1/A1
5,991,017.94 0.00 27,509,645.98
145,432.81 0.00 170,093.52
145,289.37 0.00 543,187.70
142,974.92 0.00 476,028.25
141,037.66 0.00 671,850.24
</TABLE>
Registration: CEDE & CO
C/O THE DEPOSITORY TRUST COMPANY
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NY 10004
<PAGE>
J-14, Year-To-Date Payment Report
Date: 02/17/2000 Page: 18
YTDPAYMT
<TABLE>
<CAPTION>
EQUITY ONE ABS 1998-1 (0326)
Record Payable Investor Interest
Date Date Pool No. Series Cusip No. Tax ID Principal Interest Adjustment
- ---------- ---------- --------- --------- --------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
04/30/1999 05/25/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 327,947.70 137,950.10 0.00
05/28/1999 06/25/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 302,821.62 136,042.54 0.00
06/30/1999 07/26/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 246,158.83 134,281.13 0.00
07/30/1999 08/25/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 1,363,508.26 132,849.30 0.00
08/31/1999 09/27/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 466,426.90 124,918.23 0.00
<CAPTION>
Net Interest Total
Distribution Other Distribution
- ------------ ----- ------------
<S> <C> <C>
137,950.10 0.00 465,897.80
136,042.54 0.00 438,864.16
134,281.13 0.00 380,439.96
132,849.30 0.00 1,496,357.56
124,918.23 0.00 591,345.13
</TABLE>
Registration: CEDE & CO
C/O THE DEPOSITORY TRUST COMPANY
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NY 10004
<PAGE>
J-14, Year-To-Date Payment Report
Date: 02/17/2000 Page: 19
YTDPAYMT
<TABLE>
<CAPTION>
EQUITY ONE ABS 1998-1 (0326)
Record Payable Investor Interest
Date Date Pool No. Series Cusip No. Tax ID Principal Interest Adjustment
- ---------- ---------- --------- --------- --------- ----------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
09/30/1999 10/25/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 990,715.25 122,205.18 0.00
10/29/1999 11/26/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 505,313.72 116,442.52 0.00
11/30/1999 12/27/1999 1998-1/A2 1998-1/A2 294751AG7 132555119-2 333,659.32 113,503.28 0.00
TOTALS FOR Pool No. 1998-1/A2 5,822,976.55 1,592,927.04 0.00
<CAPTION>
Net Interest Total
Distribution Other Distribution
- ------------ ----- ------------
<S> <C> <C>
122,205.18 0.00 1,112,920.43
116,442.52 0.00 621,756.24
113,503.28 0.00 447,162.60
TOTALS FOR Pool No. 1998-1/A2
1,592,927.04 0.00 7,415,903.59
</TABLE>
Registration: CEDE & CO
C/O THE DEPOSITORY TRUST COMPANY
P.O. BOX 20
BOWLING GREEN STATION
NEW YORK, NY 10004
