SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 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: 333-67327-01
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Greenwich Capital Acceptance, Inc.,
Resecuritization Mortgage Trust Certificates, Series 1998-C
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(Exact name of Registrant as specified in its charter)
Delaware 06-1199884
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
600 Steamboat Road
Greenwich, Connecticut 06830
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 622-2700
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<PAGE>
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
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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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Indicate 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
Not Applicable.
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* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust entitled Resecuritization Mortgage Trust, Series 1998-C (the
"Trust") formed pursuant to the agreement dated as of December 1, 1998 (the
"Trust Agreement") among Greenwich Capital Acceptance, Inc., as depositor (the
"Company"), and The Bank of New York, as trustee (the "Trustee"), for the
issuance of Resecuritization Mortgage Trust Certificates, Series 1998-C (the
"Certificates").
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PART I
ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
The Certificates, in the aggregate, represent the beneficial
ownership in a Trust consisting of residential mortgage asset-backed
certificates (the "Underlying Securities"). Even though the trusts
which issued the Underlying Securities (the "Underlying Trusts") may
acquire title to real estate upon default of the mortgagors under the
Mortgage Loans held in to the Underlying Trusts, the Trust cannot
obtain title to any real estate. Therefore, this item is
inapplicable.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings relating to the
Trust to which any of the Trust, the Trustee 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) As of December 31, 1998, there were 3 holders of record of the
Certificates.
(c) Not applicable. (Information as to distributions to
Certificateholders is provided in the Registrant's filings on
Form 8-K.)
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Monthly Payment Date Statement distributed to Certificateholders,
dated December 30, 1998 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated January 27, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated March 1, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated March 29, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated April 29, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated May 27, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated June 29, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated July 29, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated August 30, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated September 28, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated October 28, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
Monthly Payment Date Statement distributed to Certificateholders,
dated November 30, 1999 and filed with the Securities and Exchange
Commission on Form 8-K on December 6, 1999.
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.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets for (i) the name and address of each entity
owning more than 5% of the outstanding principal amount of each Class of
Certificates of the Trust; (ii) the principal amount of the Class of
Certificates owned by each and (iii) the percent that the principal amount
of the Class of Certificates owned by such entity represents in the
aggregate outstanding principal amount of such Class of Certificates. The
information set forth in the table for the Certificates is based upon
information obtained by the Trust from DTC and represents ownership of
beneficial interest in the Certificates held by DTC. The Company is not
aware of any Schedule 13D or 13G filed with the Securities and Exchange
Commission in respect of the Certificates.
Class A-1 Principal Balance Percentage
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BBL USA Capital Corp. $20,026,000 (initial) 100%
630 Fifth Avenue
New York, New York 10111
Class A-2 Principal Balance Percentage
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St. Francis Bank $15,518,000 (initial) 100%
13400 Bishop's Lane
Brookfield, WI 53005
Class R Principal Balance Percentage
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Ailesbury Finance LLP $80 (initial) 99.999%
1912 Capitol Ave., Suite 406
Cheyenne, WY 82001
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 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-11 (File No. 33-42443)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as an
Exhibit to Registration Statement on Form S-11 (File No.
33-42443)).
(b) On December 6, 1999 the current report on Form 8-K was filed in
order to provide the statements for the monthly distribution to
the holders of Certificates. 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.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant certifies that it has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GREENWICH CAPITAL ACCEPTANCE, INC.
By: /s/ Robert J. McGinnis
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Robert J. McGinnis
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
President
/s/ Robert J. McGinnis (Principal Executive Officer) December 8, 1999
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Robert J. McGinnis
Chief Financial Officer
(Principal Financial Officer and
/s/ John M. Ryan Principal Accounting Officer) December 8, 1999
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John M. Ryan
Senior Vice President,
/s/ John C. Anderson Secretary and Director December 8, 1999
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John C. Anderson
/s/ Jay N. Levine Director December 8, 1999
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Jay N. Levine
</TABLE>
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EXHIBIT INDEX
Sequential
Exhibit Document Page Number
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3(i) Company's Restated Certificate of Incorporation (Filed
as an Exhibit to Registration Statement on Form S-11
(File No.33-42443)) *
3(ii) Company's By-laws (Filed as an Exhibit to Registration
Statement on Form S-11 (File No. 33-42443)) *
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* Incorporated herein by reference.
