<PAGE>
CONFORMED WITH EXHIBITS
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 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM_________________ TO __________________________
COMMISSION FILE NUMBER 333-35251
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
CONTRACT SELLER,
BANK OF AMERICA, FSB, ACTING THROUGH ITS DIVISION
BANKAMERICA HOUSING SERVICES, SELLER AND SERVICER
(AS SELLER OF CERTAIN MANUFACTURED HOUSING CONTRACTS
CONVEYED TO A CERTAIN TRUST WHICH TRUST ISSUED)
5.89% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS A-1
6.04% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS A-2
6.04% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS A-3
6.11% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS A-4
6.20% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS A-5
6.24% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS A-6
6.55% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS A-7
6.83% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS M
7.93% BANKAMERICA MANUFACTURED HOUSING CONTRACT V
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES, SERIES 1998-2, CLASS B-1
(PRINCIPAL AND INTEREST PAYABLE ON THE 10TH OF EACH
MONTH BEGINNING IN JULY, 1998)
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BANK OF AMERICA NATIONAL TRUST AND BANK OF AMERICA, FSB
SAVINGS ASSOCIATION
United States 94-1687665 United States 91-0221850
---------------- --------------- ---------------- ---------------
State or other I.R.S. Employer State or other I.R.S. Employer
jurisdiction of Identification jurisdiction of Identification
Incorporation of Number Incorporation of
Organization Organization
555 California Street 555 California Street
San Francisco, California 94104 San Francisco, California 94104
-------------------------------- --------------------------------
(Address of principal executive (Address of principal executive
offices) offices)
(415) 622-2220 (415) 622-2220
------------------------------ ------------------------------
(Registrant's telephone number (Registrant's telephone number
including area code) including area code)
<PAGE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE None
Securities registered pursuant to Section 12(g) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
Indicate by check mark whether the registrant 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_____
Aggregate market value of voting stock held by non-affiliates of the Registrant:
Not applicable.
Documents Incorporated by Reference: None
Number of shares of Registrant's common stock outstanding as of December 31,
1998: Not applicable.
<PAGE>
ITEM 1. BUSINESS
Bank of America National Trust and Savings Association, and Bank of
America, FSB, (the "Registrants") are filing this Annual Report on Form 10-K
in its capacity as Seller of certain Manufactured Housing Contracts (the
"Contracts") conveyed to a trust (the "Series 1998-2 Trust"). The Series
1998-2 Trust issued the 5.89% BankAmerica Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1998-2, Class A-1, 6.04%
BankAmerica Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1998-2, Class A-2, 6.04% BankAmerica Manufactured
Housing Contract Senior/Subordinate Pass-Through Certificates, Series 1998-2,
Class A-3, 6.11% BankAmerica Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1998-2, Class A-4, 6.20% BankAmerica
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 1998-2, Class A-5, 6.24% BankAmerica Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1998-2, Class A-6, 6.55%
BankAmerica Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1998-2, Class A-7 (collectively, the "Senior
Certificates"), 6.83% BankAmerica Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1998-2 Class M, 7.93%
BankAmerica Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1998-2 Class B-1, (collectively, the "Subordinated
Certificates") pursuant to a Pooling and Servicing Agreement dated as of June
1, 1998 (the "Series 1998-2 Agreement"), between the Registrant, as Seller,
BankAmerica Housing Services, A Division of Bank of America, FSB, as
Servicer, and The First National Bank of Chicago, as Trustee (the "Trustee").
The Certificates evidence undivided beneficial interests in the Trust Fund
established by the 1998-2 Agreement.
In filing this Annual Report on Form 10-K, the Registrant is using a
reduced disclosure format pursuant to a "no action" letter and exemptive
order granted by the Securities and Exchange Commission on February 27, 1992
(the "Order").
ITEM 2. PROPERTIES
Pursuant to the terms of the Order, reference is hereby made to the
Annual Statement as to Compliance delivered to the Trustee with respect to
the Series 1998-2 Trust (the "Annual Statement as to Compliance"), filed as
Exhibit 99.1 and Exhibit 99.2 to this Annual Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
The Registrant was a party to no material pending legal proceedings
during the period covered by this Annual Report and during such period knew
of no other material pending legal proceedings involving the Series 1998-2
Trust, the manufactured housing contracts contained in such Trust (the
"Contract Pool"), or with respect to the Contract Pool, the Trustee or the
Servicer other than ordinary routine litigation incidental to the Trustee's
or the Servicer's duties under the Series 1998-2 Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant knows of no vote or consent of holders of any
Certificate that was solicited for any purpose during the calendar year
covered by this Annual Report on Form 10-K.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no established public trading market for the
Class A Certificates.
(b) As of December 31, 1998, the Class A Certificates
were held of record by 1 Depository Trust Company Participants.
<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 Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
BANK OF AMERICA, FSB
BY: /s/ Suzanne W. Castleberry
-----------------------------------------
Suzanne W. Castleberry*
Dated: March 29, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report on Form 10-K has been signed below by the following person on
behalf of the Registrant and in the capacity and on the date indicated.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
BANK OF AMERICA, FSB
BY: /s/ Suzanne W. Castleberry
----------------------------------------
Suzanne W. Castleberry*
Dated: March 29, 1999
2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Annual Statement as to Compliance for the Series1998-2
Trust for the nine-month period ending September 30, 1998.
99.2 Annual Statement as to Compliance for the Series 1998-2
Trust for the three-month period ending December 31, 1998.
99.3 Annual Servicing Report for the Series 1998-2 Trust for the
nine-month period ending September 30, 1998.
99.4 Annual Servicing Report for the Series 1998-2 Trust For the
three-month period ending December 31, 1998.
99.5 Aggregate Payment Amounts for Calendar Year 1998
<PAGE>
EXHIBIT 99.1
ANNUAL STATEMENT AS TO COMPLIANCE
The undersigned certifies that she is an Assistant Vice President of BankAmerica
Housing Services, a Division of Bank of America, FSB, (the "Servicer") and that,
as such, she is duly authorized to execute and deliver this certificate on
behalf of the Servicer pursuant to Section 4.20 of the Pooling and Servicing
Agreement (the "Agreement"), dated as of June 1, 1998, between Bank of America
National Trust and Savings Association, Contract Seller, BankAmerica Housing
Services, a Division of Bank of America, FSB, As Contract Seller and Servicer,
and First National Bank of Chicago, as Trustee of the Trust 1998-2, (all
capitalized terms used herein without definition having the respective meanings
specified in the Agreement) and further certifies that:
1. I have reviewed the activities for the nine-month period ending
September 30, 1998 and performance under this agreement has been made
under such officer's supervision under Section 4.20 of the Agreement;
and
2. To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such
period.
IN WITNESS WHEREOF, I have affixed hereunto my signature this 30th day of
September, 1998.
BANKAMERICA HOUSING SERVICES,
a Division of Bank of America, FSB
By
---------------------------------
Mary Churley
Assistant Vice President and Manager
Investor Servicing
<PAGE>
EXHIBIT 99.2
ANNUAL STATEMENT AS TO COMPLIANCE
The undersigned certifies that she is an Assistant Vice President of GreenPoint
Credit Corp. (the "Servicer") and that, as such, she is duly authorized to
execute and deliver this certificate on behalf of the Servicer pursuant to
Section 4.20 of the Pooling and Servicing Agreement (the "Agreement"), dated as
of June 1, 1998, between Bank of America National Trust and Savings Association,
Contract Seller, GreenPoint Credit Corp, As Contract Seller and Servicer, and
First National Bank of Chicago, as Trustee of the Trust 1998-2, (all capitalized
terms used herein without definition having the respective meanings specified in
the Agreement) and further certifies that:
1. I have reviewed the activities for the three-month period ending
December 31, 1998 and performance under this agreement has been made
under such officer's supervision under Section 4.20 of the Agreement;
and
2. To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such
period.
IN WITNESS WHEREOF, I have affixed hereunto my signature this 28th day of
February, 1999
GREENPOINT CREDIT CORP.
By
---------------------------------
Mary Churley
Assistant Vice President and Manager
Investor Servicing
<PAGE>
EXHIBIT 99.3
Independent Auditor's Report - Attestation on Management's Assertion
About Compliance With the Servicing Requirements of the
BankAmerica Manufactured Housing Contract Trust V Senior/Subordinate
Pass Through Certificates, Series 1998-2
Pooling and Servicing Agreement
BankAmerica Manufactured Housing Contract Trust V
Senior/Subordinate Pass Through Certificates, Series 1998-2
The First National Bank of Chicago, as Trustee
BankAmerica Housing Services, as Servicer:
We have examined the accompanying assertion made by management on BankAmerica
Housing Services' (BAHS) compliance, as servicer, with the servicing
requirements in Article IV of the related Pooling and Servicing Agreement (the
"Agreement") for the BankAmerica Manufactured Housing Contract Trust V
Senior/Subordinate Pass-Through Certificates, Series 1998-2, dated as of June 1,
1998, by and between BAHS, as seller and servicer, and The First National Bank
of Chicago, as Trustee, for the nine month period ended September 30, 1998.
Management is responsible for BAHS' compliance with the aforementioned section
of the Agreement. Our responsibility is to express an opinion on management's
assertion about BAHS' compliance based upon 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 BAHS'compliance with the
aforementioned sections of the Agreement 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 BAHS' compliance with those sections.
In our opinon, management's assertion that BAHS was in compliance with the
aforementioned section of the Agreement for the nine month period ended
September 30, 1998, is fairly stated, in all material respects.
October 13, 1998
<PAGE>
EXHIBIT 99.4
GREENPOINT CREDIT CORPORATION
REPORT ON MORTGAGE LOANS SERVICED FOR OTHERS
OCTOBER 1, 1998 - DECEMBER 31, 1998
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
February 22, 1999
To the Board of Directors and Stockholders
of GreenPoint Credit Corporation
We have examined management's assertion about GreenPoint Credit Corporation's
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 three months ended December 31, 1998 included
in the accompanying management assertion for the loan servicing pools listed in
Attachment A. Management is responsible for GreenPoint Credit Corporation'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 GreenPoint Credit Corporation'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 GreenPoint Credit Corporation's compliance
with the minimum servicing standards.
In our opinion, management's assertion that GreenPoint Credit Corporation
complied with the aforementioned minimum servicing standards for the loan
servicing pools listed in Attachment A, as of and for the three months ended
December 31, 1998 is fairly stated, in all materials respects.
<PAGE>
GREENPOINT CREDIT CORPORATION
REPORT ON LOANS SERVICED FOR OTHERS
DECEMBER 31, 1998
- -------------------------------------------------------------------------------
ATTACHMENT A
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contracts Pass-Through
Certificate Series 1988-J
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1988-P
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1989-C
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1989-E
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1989-G
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1990-A
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1990-C
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1990-F
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1990-H
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1991-A
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Manufactured Housing Contract Pass-Through
Certificate Series 1991-C
- -------------------------------------------------------------------------------
Security Pacific Acceptance Corporation Manufactured Housing contract
Pass-Through Certificate Series 1991-2
- -------------------------------------------------------------------------------
Security Pacific Acceptance Corporation Manufactured Housing Contract
Pass-Through Certificate Series 1991-3
- -------------------------------------------------------------------------------
Security Pacific Acceptance Corporation Manufactured Housing Contract
Pass-Through Certificate Series 1992-1
- -------------------------------------------------------------------------------
Security Pacific Acceptance Corporation Manufactured Housing Contract
Pass-Through Certificate Series 1992-2
- -------------------------------------------------------------------------------
Security Pacific Acceptance Corporation Manufactured Housing Contract
Pass-Through Certificate Series 1992-3
- -------------------------------------------------------------------------------
Security Pacific Acceptance Corporation Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates Series 1995-1
- -------------------------------------------------------------------------------
Greenwich Capital Acceptance, Inc. Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1995-BA1
- -------------------------------------------------------------------------------
BankAmerica Manufactured Housing Contract Trust Senior/Subordinate
Pass-Through Certificates, Series 1996-1
- -------------------------------------------------------------------------------
BankAmerica Manufactured Housing Contract Trust II Senior/Subordinate
Pass-Through Certificates, Series 1997-1
- -------------------------------------------------------------------------------
BankAmerica Manufactured Housing Contract Trust III Senior/Subordinate
Pass-Through Certificates, Series 1997-2
- -------------------------------------------------------------------------------
BankAmerica Manufactured Housing Contract Trust IV Senior/Subordinate
Pass-Through Certificates, Series 1998-1
- -------------------------------------------------------------------------------
BankAmerica Manufactured Housing Contract Trust V Senior/Subordinate
Pass-Through Certificates, Series 1998-2
- -------------------------------------------------------------------------------
GreenPoint Manufactured Housing Contract Trust Pass-Through Certificates,
Series 1998-1
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Capital Inc., Manufactured Housing Contracts
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Capital Inc. Manufactured Housing Contract
Pass-Through Certificate Series 1991-2
- -------------------------------------------------------------------------------
Security Pacific Acceptance Corporation Manufactured Housing Contract
Pass-Through Certificate Series 1990-1
- -------------------------------------------------------------------------------
Security Pacific Acceptance Corporation Manufactured Housing Contract
Pass-Through Certificate Series 1991-1
- -------------------------------------------------------------------------------
Resolution Trust Corporation Manufactured Housing Contract Pass-Through
Certificate Series 1992-MH1
- -------------------------------------------------------------------------------
DLJ Mortgage Capital Manufactured Home Loan Backed Securities Series 1992-MH1
- -------------------------------------------------------------------------------
Home Owners Federal Savings and Loan Association Manufactured Housing
Contract Pass-Through Certificates, Series 1988-A
- -------------------------------------------------------------------------------
Series 1991-1, Manufactured Housing Residual Interest Trust
- -------------------------------------------------------------------------------
Western Savings and Loan Association Manufactured Housing Contract
Pass-Through Certificate Series 1987-1
- -------------------------------------------------------------------------------
Western Savings and Loan Association Manufactured Housing Contract
Pass-Through Certificate Series 1988-1
- -------------------------------------------------------------------------------
Western Saving and Loan Association Manufactured Housing Contract
Pass-Through Certificate Series 1988-2
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Inc. Manufactured Housing Contract
Pass-Through Certificate Series 1988-R
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Inc. Manufactured Housing Contract
Pass-Through Certificate Series 1988-U
- -------------------------------------------------------------------------------
Merrill Lynch Mortgage Investors Inc. Manufactured Housing Contract
Pass-Through Certificate Series 1989-A
- -------------------------------------------------------------------------------
Master Sale and Servicing Agreement dated as of June 9, 1988
- -------------------------------------------------------------------------------
General Electric Credit Corporation Manufactured Housing Portfolio Grantor
Trust Pass-Through Certificates Series 1987-P1
- -------------------------------------------------------------------------------
General Electric Credit Corporation Manufactured Housing Portfolio Grantor
Trust Pass-Through Certificates Series 1988-MH1
- -------------------------------------------------------------------------------
General Electric Credit Corporation Manufactured Housing Portfolio Grantor
Trust Pass-Through Certificates Series 1988-MH2
- -------------------------------------------------------------------------------
<PAGE>
EXHIBIT 99.5
BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/ SUBORDINATE PASS-THROUGH CERTIFICATES
SERIES 1998-1, INVESTOR NUMBER 19982001
AGGREGATE PAYMENT AMOUNTS FOR CALENDAR YEAR
JANUARY 1, 1998 THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION>
PRINCIPAL DISTRIBUTIONS: CLASS A-1 CLASS M CLASS B-1 CLASS B-2
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Scheduled Principal Reduction 21,145,128.23 0.00 0.00 0.00
Partial Principal Prepayments 4,483,828.12 0.00 0.00 0.00
Principal Prepayments In Full 58,321,331.97 0.00 0.00 0.00
Contract Liquidations 13,127,819.42 0.00 0.00 0.00
Contract Repurchases 0.00 0.00 0.00 0.00
Previously Undistributed Shortfalls 0.00 0.00 0.00 0.00
-------------- ------------ ------------ ------------
TOTAL PRINCIPAL DISTRIBUTION: $97,078,107.74 $0.00 $0.00 $0.00
-------------- ------------ ------------ ------------
-------------- ------------ ------------ ------------
INTEREST DISTRIBUTIONS: CLASS A-1 CLASS M CLASS B-1 CLASS B-2
-------------- ------------ ------------ ------------
Interest Distribution Amount 37,404,516.69 3,883,971.00 3,496,732.30 2,686,339.50
Unpaid Interest Shortfall 0.00 0.00 0.00 0.00
-------------- ------------ ------------ ------------
TOTAL INTEREST DISTRIBUTION: 37,404,516.69 3,883,971.00 3,496,732.30 2,686,339.50
-------------- ------------ ------------ ------------
-------------- ------------ ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
1998 Distribution Allocable to Principal 43,678,810.93 0.00 0.00 0.00 0.00
1998 Distributions Allocable to Interest 1,025,553.49 2,783,433.31 2,254,933.31 2,780,050.00 1,591,333.31
12/31/98 Remaining Principal Balance 4,121,189.07 79,000,000.00 64,000,000.00 78,000,000.00 44,000,000.00
Class A-6 Class A-7 Class M Class B-1 Class B-2
--------- --------- --------- --------- ---------
1998 Distributions Allocable to Principal 0.00 0.00 0.00 0.00 0.00
1998 Distributions Allocable to Interest 2,511,600.00 6,904,436.91 2,049,813.92 1,903,946.73 1,368,553.06
12/31/98 Remaining Principal Balance 69,000,000.00 180,705,000.00 51,449,000.00 41,159,000.00 30,869,617.84
</TABLE>
Number and aggregate remaining principal balance of Contracts with payments
delinquent:
<TABLE>
<CAPTION>
Days Delinquent Number Aggregate Remaining Principal Balance
--------------- ------ --------------------------------------
<S> <C> <C>
31 - 59 363 8,736,758.37
60 - 89 104 2,539,417.65
90 or more 102 2,719,469.12
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Aggregate amount of servicing fees and expenses payable out of the trust for 1998: 1,411,081.10
<PAGE>
The number of contracts that were repurchased or replaced during 1998 0
1998 Aggregate Principal Balance of All Contracts repossessed or foreclosed upon 9,939,775.00
The balance in the Reserve Account as of 12/31/98 6,888,340.82
1998 Cumulative Realized Losses 3,201,173.95
The amount of any outstanding Monthly Advance Amount as of 12/31/98 0.00
1998 amounts deposited to Reserve Account 0.00
The pool scheduled principal balance, expressed as a percentage 93.6326651%
of the Cut-Off Date pool principal balance
The number of Manufactured Homes Currently held by the Servicer due to Repossessions 138
and the aggregate principal balance of the related defaulted Contracts 4,304,019.52
</TABLE>
