SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 33-92950
CHASE MORTGAGE FINANCE CORPORATION
(Issuer in respect of Chase Mortgage Finance Trust Series 1998-S1,
1998-S2, 1998-S3, 1998-S4, 1998-AS1, 1998-S6
1998-AS2, 1998-S7 and 1998-S8)
(the "Certificates")
----------------------
(Exact name of Registrant as specified in its charter)
Delaware 52-1495132
-------------------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.
343 Thornall Street
Edison, New Jersey 10043
-------------------------------------------- ------------------------------
Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (732) 205-0600
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 stock held by non-
affiliates of the Registrant. The aggregate market value shallbe computed by
reference to the price at which the stock was sold, or the average bid and
asked priced of such stock, as of a specified date within 60 days prior to the
date of filing. (See definition of affiliate in Rule 405). NOT APPLICABLE.
This Annual Report is filed pursuant to Sections 13 and 15(d) of the
Securities Exchange Act of 1934, as amended, in the manner described in
"no-action" letters submitted to the Office of Chief Counsel on behalf of the
originators of comparable trusts and, in particular, the letter dated
May 24, 1988 issued to Chemical Mortgage Securities, Inc. (currently known
as Chase Funding, Inc.) an affiliate of the registrant (the "Exemption
Orders"). Accordingly, responses to certain items have been omitted from or
modified in this Annual Report.
The Certificates for each Series represent the entire beneficial
ownership interest in a trust fund (for each Series a "Trust Fund") consisting,
among other things, of a segregated pool of one- to four-family first-lien
mortgage loans (the "Mortgage Loans").
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
Information regarding the mortgaged properties is included
in the Annual Statement of Compliance filed under Item 8 and
Item 14 hereof.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal
proceedings with respect to each Trust Fund, involving the registrant, Trust
Fund, Citibank N.A. (the "Trustee") and Chase Manhattan Mortgage Corporation
(the applicable "Servicer"), and in the case of Series 1998-S7, PNC Mortgage
Securities Corp. as Servicer, other than ordinary routine litigation incidental
to duties of the registrant, Trustee or the Servicer under the applicable
pooling and servicing agreement for the respective Series.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of Certificateholders
during the fiscal year covered by this report.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
(a) 1. There is no established public market for
the Certificates of any Series.
2. As of December 31, 1998, the following
Series had the listed number of holders of record:
Series Number of Holders of Record
Series 1998-S1 16
Series 1998-S2 23
Series 1998-S3 14
Series 1998-S4 24
Series 1998-AS1 23
Series 1998-S6 27
Series 1998-AS2 15
Series 1998-S7 35
Series 1998-S8 15
(b) To the knowledge of the registrant, there are
no reported high and low bid quotations for any of the
Certificates for any Series.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Year 2000 Compliance
Year 2000 efforts for Chase Manhattan Mortgage Corporation ("CMMC") are
being coordinated, managed and monitored as part of the Year 2000 efforts of
The Chase Manhattan Corporation (the "Corporation") by the Corporation's
Year 2000 Enterprise Program Office (the "Program Office"). The Program
Office reports directly to the Executive Committee of the Corporation and
is responsible for the Corporation's Year 2000 remediation efforts, on a
global basis, both technical and business-related. In addition, a Year
2000 Core Team (the "Core Team"), consisting of senior managers from internal
audit, technology risk and control, financial management and control, the
technology infrastructure division, legal and the Program Office, provides
independent oversight of the process. The Core Team, which also reports
directly to the Corporation's Executive Committee, is charged with
identifying key risks and ensuring necessary management attention for timely
resolution of project issues.
The Corporation's Year 2000 Program continues to evolve. On January 1,
1999, the Corporation established a Year 2000 Business Risk Council,
comprised of approximately 20 senior business leaders -- line
managers, risk managers, and representatives of key staff functions -- to
identify potential Year 2000 business risks, coordinate planning and
readiness efforts, refine contingency plans for Year 2000, and establish a Year
2000 command center structure and rapid response teams.
The Corporation's Year 2000 Program is tracked against well-defined
milestones. The Corporation completed its inventory and assessment phases
on schedule on September 30, 1997, identifying affected hardware and software,
prioritizing tasks and establishing implementation plans. As of December 31,
1998, substantially all of the applications related to the mortgage loan
operations of CMMC had been remediated.
In addition, each of CMMC's third party service providers has been
contacted to determine its Year 2000 readiness and establish a testing
schedule. In many cases testing has begun and testing with all such third
party service providers is scheduled throughout 1999. The Corporation
also expects to continue to participate in tests organized by major
industry and governmental infrastructure organizations as they are scheduled
during the remainder of 1999.
At September 30, 1998, the Corporation's estimate for Year 2000
remediation costs for 1997 - 1999 was approximately $363 million. None of
these costs will be borne by the Trust.
In its normal course of business, the Corporation manages many types of
risk. The Corporation recognizes that the risks presented by Year 2000 are
unique given the pervasive nature of the problem and the higher likelihood
that Year 2000 risk may present itself in multiple, simultaneous impacts.
Because of this, the Corporation has adjusted and will continue to adjust its
risk management processes and contingency plans to take the most probable
anticipated effects into account. In this regard, the Corporation has
begun its event planning for the Year 2000 with the goal of preventing or
mitigating potential disruptions. The Corporation's Year 2000 events
planning includes creation of command centers; performance of dress rehearsals
and simulation modeling for various possible business and operation
risks; establishment of special rapid response technology teams;
scheduling of availability of key personnel; additional training and testing
activities; and the establishment of rapid decision processes.
The Corporation's expectations for completion of its Year 2000
remediation and testing efforts, the anticipated costs to complete the
project and the anticipated business, operational and financial risks to the
Corporation, CMMC and the Trust are subject to a number of uncertainties.
In particular, a large number of similar failures by account obligors,
banks and other financial institutions or other participants in the national
payments systems could also adversely affect the time of collections on
the Mortgage Loans.
Item 8. Financial Statements and Supplementary Data.
In accordance with the Exemption Orders, the Annual
Statement of Compliance and the Annual Independent Accountant's Servicing
Reports for the Certificates for each Series are included herein as Exhibits
99.1 and 99.2, respectively.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-S1:
Title of Class Name and Address of Original Certificate % Class
Holders of Record Principal Balance
Class A-1 Cede & Co. $156,000,000 100%
55 Water Street
New York, NY 10005
Class A-2 Cede & Co. $100,000,000 100%
55 Water Street
New York, NY 10005
Class A-3 Cede & Co. $50,000,000 100%
55 Water Street
New York, NY 10005
Class A-4 Cede & Co. $22,100,000 100%
55 Water Street
New York, NY 10005
Class A-5 Cede & Co. $14,058,95 100%
55 Water Street
New York, NY 10005
Class A-6 Cede & Co. $4,686,325 100%
55 Water Street
New York, NY 10005
Class A-7 Cede & Co. $40,500,000 100%
55 Water Street
New York, NY 10005
Class A-P Cede & Co. $451,538 100%
55 Water Street
New York, NY 10005
Class A-R TFinn & Co. $100 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101-8006
Class M Heisen & Co. $8,707,712 100%
c/o The Chase Manhattan Bank
Dept. #3492
P.O. Box 50000
Newark, NJ 07101-8006
Class B-1 Bear Stearns Securities Corp. $3,442,584 100%
Dept. C
P.O. Box 596
Bowling Green Station
New York, NY 10274
Class B-2 Bear Stearns Securities Corp. $1,822,544 100%
Dept. C
P.O. Box 596
Bowling Green Station
New York, NY 10274
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-S2:
Title of Class Name and Address of Original Certificate % Class
Holders of Record Principal Balance
Class A-1 Cede & Co. $70,900,000 100%
55 Water Street
New York, NY 10005
Class A-2 Cede & Co. $42,347,000 100%
55 Water Street
New York, NY 10005
Class A-3 Cede & Co. $59,497,000 100%
55 Water Street
New York, NY 10005
Class A-4 Cede & Co. $0 100%
55 Water Street
New York, NY 10005
Class A-5 Cede & Co. $46,400,000 100%
55 Water Street
New York, NY 10005
Class A-6 Cede & Co. $35,700,000 100%
55 Water Street
New York, NY 10005
Class A-7 Cede & Co. $7,000,000 100%
55 Water Street
New York, NY 10005
Class A-8 Cede & Co. $500,000 100%
55 Water Street
New York, NY 10005
Class A-9 Cede & Co. $127,600,000 100%
55 Water Street
New York, NY 10005
Class A-10 Cede & Co. $15,600,000 100%
55 Water Street
New York, NY 10005
Class A-11 Cede & Co. $7,599,000 100%
55 Water Street
New York, NY 10005
Class A-12 Cede & Co. $985,000 100%
55 Water Street
New York, NY 10005
Class A-13 Cede & Co. $8,937,320 100%
55 Water Street
New York, NY 10005
Class A-14 Cede & Co. $84,278,300 100%
55 Water Street
New York, NY 10005
Class A-P Cede & Co. $237,974 100%
55 Water Street
New York, NY 10005
Class A-R TFinn & Co. $100 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101-8006
Class M Bost and Co. $11,396,000 100%
c/o Mellon Bank
P.O. Box 3195
Pittsburgh, PA 15230-3195
Class B-1 Bost and Co. $4,505,000 100%
c/o Mellon Bank
P.O. Box 3195
Pittsburgh, PA 15230-3195
Class B-2 TFinn & Co. $2,385,000 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101-8006
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-S3:
Title of Class Name and Address of Original Certificate % Class
Holders of Record Principal Balance
Class A-1 Cede & Co. $61,642,000 100%
55 Water Street
New York, NY 10005
Class A-2 Cede & Co. $7,000,000 100%
55 Water Street
New York, NY 10005
Class A-3 Cede & Co. $94,261,000 100%
55 Water Street
New York, NY 10005
Class A-4 Cede & Co. $11,300,000 100%
55 Water Street
New York, NY 10005
Class A-5 Cede & Co. $44,896,000 100%
55 Water Street
New York, NY 10005
Class A-P Cede & Co. $555,754 100%
55 Water Street
New York, NY 10005
Class A-R Chase Securities Inc. $100 100%
270 Park Avenue
New York, NY 10017-2070
Class M Bigline & Co. $2,475,575 100%
c/o State Street Bank & Trust Co.
P.O. Box 5756
Boston, MA 02206
Class B-1 Bost and Co. $787,683 100%
c/o Mellon Bank
P.O. Box 3195
Pittsburgh, PA 15230-3195
Class B-2 Bost and Co. $675,156 100%
c/o Mellon Bank
P.O. Box 3195
Pittsburgh, PA 15230-3195
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-S4:
Title of Class Name and Address of Original Certificate % Class
Holders of Record Principal Balance
Class A-1 Cede & Co. $25,000,000 100%
55 Water Street
New York, NY 10005
Class A-2 Cede & Co. $25,850,000 100%
55 Water Street
New York, NY 10005
Class A-3 Cede & Co. $66,951,000 100%
55 Water Street
New York, NY 10005
Class A-4 Cede & Co. $61,548,000 100%
55 Water Street
New York, NY 10005
Class A-5 Cede & Co. 0 100%
55 Water Street
New York, NY 10005
Class A-6 Cede & Co. $8,590.000 100%
55 Water Street
New York, NY 10005
Class A-7 Cede & Co. $79,810,000 100%
55 Water Street
New York, NY 10005
Class A-8 Cede & Co. $15,000,000 100%
55 Water Street
New York, NY 10005
Class A-9 Cede & Co. $46,000,000 100%
55 Water Street
New York, NY 10005
Class A-10 Cede & Co. $40,000,000 100%
55 Water Street
New York, NY 10005
Class A-11 Cede & Co. $40,000,000 100%
55 Water Street
New York, NY 10005
Class A-12 Cede & Co. $19,409,000 100%
55 Water Street
New York, NY 10005
Class A-13 Cede & Co. $1,350,000 100%
55 Water Street
New York, NY 10005
Class A-14 Cede & Co. $9,265,280 100%
55 Water Street
New York, NY 10005
Class A-15 Cede & Co. $87,450,000 100%
55 Water Street
New York, NY 10005
Class A-P Cede & Co. $403,517 100%
55 Water Street
New York, NY 10005
Class A-R TFinn & Co. $100 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101
Class M TFinn & Co. $11,825,000 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101
Class B-1 TFinn & Co. $4,675,000 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101
Class B-2 Bear Stearns Securities Corp. $2,475,000 100%
Dept. C
P.O. Box 596
Bowling Green Station
New York, NY 10274
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-AS1:
Title of Class Name and Address on Original Certificate % Class
Holders of Record Principal Balance
Class IA-1 Cede & Co. $40,980,752 100%
55 Water Street
New York, NY 10005
Class IA-2 Cede & Co. $14,725,947 100%
55 Water Street
New York, NY 10005
Class IA-3 Cede & Co. $16,250,000 100%
55 Water Street
New York, NY 10005
Class IA-4 Cede & Co. $12,240,000 100%
55 Water Street
New York, NY 10005
Class IA-5 Cede & Co. $16,100,000 100%
55 Water Street
New York, NY 10005
Class IA-6 Cede & Co. $9,034,036 100%
55 Water Street
New York, NY 10005
Class IA-7 Cede & Co. $10,000,000 100%
55 Water Street
New York, NY 10005
Class IA-8 Cede & Co. $5,599.985 100%
55 Water Street
New York, NY 10005
Class IA-9 Cede & Co. $25,993,201 100%
55 Water Street
New York, NY 10005
Class IA-X Cede & Co. $0 100%
55 Water Street
New York, NY 10005
Class IIA-1 Cede & Co. $12,262,215 100%
55 Water Street
New York, NY 10005
Class IIA-X Cede & Co. $0 100%
55 Water Street
New York, NY 10005
Class A-P Cede & Co. $3,123 100%
55 Water Street
New York, NY 10005
Class A-R ITW Residuals II Inc. $100 100%
1600 West Lake Avenue
Glenview, IL 0025
Class M Hare & Co. $5,512,562 100%
c/o The Bank of New York
P.O. Box 11203
New York, NY 10286
Class B-1 Pondfront & Co. $700,000 27.58%
c/o State Street Bank & Trust Co.
P.O. Box 5756
Boston, MA 02206
Credit Suisse/First Boston $1,237,528 48.76%
5 World Trade Center, 7 Fl.
New York, NY 10048
MAC & Co. $600,000 23.64%
P.O. Box 3195
Attn: MBS Income Unit
Pittsburgh, PA 15230-315
Class B-2 Credit Suisse/First Boston $1,662,518 100%
5 World Trade Center
New York, NY 10048
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-S6:
Title of Class Name and Address on Original Certificate % Class
Holders of Record Principal Balance
Class A-1 Cede & Co. $76,508,000 100%
55 Water Street
New York, NY 10005
Class A-2 Cede & Co. $75,000,000 100%
55 Water Street
New York, NY 10005
Class A-3 Cede & Co. $155,000,000 100%
55 Water Street
New York, NY 10005
Class A-4 Cede & Co. $150,000,000 100%
55 Water Street
New York, NY 10005
Class A-5 Cede & Co. $12,605,000 100%
55 Water Street
New York, NY 10005
Class A-6 Cede & Co. $7,242,000 100%
55 Water Street
New York, NY 10005
Class A-7 Cede & Co. $17,342,112 100%
55 Water Street
New York, NY 10005
Class A-8 Cede & Co. $7,018,888 100%
55 Water Street
New York, NY 10005
Class A-9 Cede & Co. $0 100%
55 Water Street
New York, NY 10005
Class A-10 Cede & Co. $12,836,000 100%
55 Water Street
New York, NY 10005
Class A-11 Cede & Co. $17,127,529 100%
55 Water Street
New York, NY 10005
Class A-12 Cede & Co. $4,440,471 100%
55 Water Street
New York, NY 10005
Class A-13 Cede & Co. $5,736.656 100%
55 Water Street
New York, NY 10005
Class A-14 Cede & Co. $1,062,344 100%
55 Water Street
New York, NY 10005
Class A-15 Cede & Co. $26,373,750 100%
55 Water Street
New York, NY 10005
Class A-16 Cede & Co. $8,791,250 100%
55 Water Street
New York, NY 10005
Class A-17 Cede & Co. $67,500,000 100%
55 Water Street
New York, NY 10005
Class A-P Cede & Co. $1,786,904 100%
55 Water Street
New York, NY 10005
Class A-R Cede & Co. $100 100%
55 Water Street
New York, NY 10005
Class M Sigler & Co. Inc. $14,513,400 100%
c/o The Chase Manhattan Bank
Dept. #3492
P.O. Box 50000
Newark, NJ 07101-8006
Class B-1 Paine Webber Inc. $3,737,800 65.14%
1000 Harbor Blvd.
Weehawken, NJ 07087
Hare & Co. $2,000,000 34.86%
c/o The Bank of New York
P.O. Box 11203
New York, NY 10286
Class B-2 Bost and Co. $3,037,700 100%
c/o Mellon Bank
P.O. Box 3195
Pittsburgh, PA 15230-3195
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-AS2:
Title of Class Name and Address on Original Certificate % Class
Holders of Record Principal Balance
Class IA-1 Cede & Co. $22,617,491 100%
55 Water Street
New York, NY 10005
Class IIA-1 Cede & Co. $158,553,358 100%
55 Water Street
New York, NY 10005
Class IIA-2 Cede & Co. $5,872,347 100%
55 Water Street
New York, NY 10005
Class IIIA-1 Cede & Co. $55,404,303 100%
55 Water Street
New York, NY 10005
Class IIIA-2 Cede & Co. $1,000,000 100%
55 Water Street
New York, NY 10005
Class IIIA-3 Cede & Co. $6,250,000 100%
55 Water Street
New York, NY 10005
Class A-P Cede & Co. $$64,974 100%
55 Water Street
New York, NY 10005
Class A-R ITW Residuals II Inc. $100 100%
3600 West Lake Avenue
Glenview, IL 60025
Class M Hare & Co. $6,625,002 100%
c/o The Bank of New York
P.O. Box 11203
New York, NY 10286
Class B-1 Credit Suisse/First Boston $3,577,5012 100%
5 World Trade Center, 7 Fl.
New York, NY 10048
Class B-2 Credit Suisse/First Boston $2,120,001 100%
5 World Trade Center, 7 Fl.
New York, NY 10048
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-S7:
Title of Class Name and Address on Original Certificate % Class
Holders of Record Principal Balance
Class IA-1 Cede & Co. $199,844,084 100%
55 Water Street
New York, NY 10005
Class IA-2 Cede & Co. $96,827,043 100%
55 Water Street
New York, NY 10005
Class IA-3 Cede & Co. $12,756,054 100%
55 Water Street
New York, NY 10005
Class IA-4 Cede & Co. $38,270,162 100%
55 Water Street
New York, NY 10005
Class IA-5 Cede & Co. $5,677,336 100%
55 Water Street
New York, NY 10005
Class IA-6 Cede & Co. $1,169,260 100%
55 Water Street
New York, NY 10005
Class IA-7 Cede & Co. $1,549,232 100%
55 Water Street (notional amount)
New York, NY 10005
Class IA-8 Cede & Co. $3,242,599 100%
55 Water Street
New York, NY 10005
Class IA-9 Cede & Co. $1,145,715 100%
55 Water Street
New York, NY 10005
Class IA-10 Cede & Co. $1,000,000 100%
55 Water Street
New York, NY 10005
Class IA-11 Cede & Co. $5,000,000 100%
55 Water Street
New York, NY 10005
Class IA-12 Cede & Co. $2,000,000 100%
55 Water Street
New York, NY 10005
Class IA-13 Cede & Co. $940,000 100%
55 Water Street
New York, NY 10005
Class IA-14 Cede & Co. $3,000,000 100%
55 Water Street
New York, NY 10005
Class IA-15 Cede & Co. $1,000,000 100%
55 Water Street
New York, NY 10005
Class IA-16 Cede & Co. $2,256,015 100%
55 Water Street
New York, NY 10005
Class IA-17 Cede & Co. $584,894 100%
55 Water Street
New York, NY 10005
Class IA-18 Cede & Co. $568,182 100%
55 Water Street
New York, NY 10005
Class IA-19 Cede & Co. $2,840,909 100%
55 Water Street
New York, NY 10005
Class IA-20 Cede & Co. $530,000 100%
55 Water Street
New York, NY 10005
Class IA-21 Cede & Co. $530,000 100$
55 Water Street
New York, NY 10005
Class IA-22 Cede & Co. $1,175,000 100%
55 Water Street
New York, NY 10005
Class IA-23 Cede & Co. $1,175,000 100%
55 Water Street
New York, NY 10005
Class IA-24 Cede & Co. $1,169,261 100%
55 Water Street
New York, NY 10005
Class IA-X Cede & Co. $18,669,784 100%
55 Water Street (notional amount)
New York, NY 10005
Class IIA-1 Cede & Co. $57,566,233 100%
55 Water Street
New York, NY 10005
Class IIA-X Cede & Co. $3,265,742 100%
55 Water Street (notional amount)
New York, NY 10005
Class A-R DLJ Mortgage Capital Inc. $100 100%
140 Broadway
New York, NY 10005
Class M DLJ Mortgage Capital Inc. $9,885,909 100%
140 Broadway
New York, NY 10005
Class B-1 DLJ Mortgage Capital Inc. $3,908,382 100%
140 Broadway
New York, NY 10005
Class B-2 DLJ Mortgage Capital Inc. $2,069,143 100%
140 Broadway
New York, NY 10005
As of December 31, 1998, there were the following holders of
record with more than 5% of each class of Series 1998-S8:
Title of Class Name and Address on Original Certificate % Class
Holders of Record Principal Balance
Class A-1 Cede & Co. $42,422,000 100%
55 Water Street
New York, NY 10005
Class A-2 Cede & Co. $123,178,000 100%
55 Water Street
New York, NY 10005
Class A-3 Cede & Co. $122,000,000 100%
55 Water Street
New York, NY 10005
Class A-4 Cede & Co. $51,679,300 100%
55 Water Street
New York, NY 10005
Class A-5 Cede & Co. $31,122,000 100%
55 Water Street
New York, NY 10005
Class A-6 Cede & Co. $8,60,000 100%
55 Water Street
New York, NY 10005
Class A-7 Cede & Co. $4,000,000 100%
55 Water Street
New York, NY 10005
Class A-R TFinn & Co. $100 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101
Class M TFinn & Co. $8,600,000 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101
Class B-1 TFinn & Co. $3,600,000 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101
Class B-2 TFinn & Co. $1,600,000 100%
c/o Chemical Bank
P.O. Box 50000
Newark, NJ 07101
Item 13. Certain Relationships and Related Transactions.
Omitted.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports of Form 8-K.
(a) The following documents are filed as part of this Annual
report on form 10-K:
99.1 Report prepared by Servicer's certified
independent accountant's concerning the Servicer's
activities for the year ended December 31, 1998.
99.2
(i) Servicer's Annual Statement of Compliance
for Series 1998-S1
(ii) Servicer's Annual Statement of Compliance
for Series 1998-S2
(iii) Servicer's Annual Statement of Compliance
for Series 1998-S3
(iv) Servicer's Annual Statement of Compliance
for Series 1998-S4
(v) Servicer's Annual Statement of Compliance
for Series 1998-AS1
(vi) Servicer's Annual Statement of Compliance
for Series 1998-S6
(vii) Servicer's Annual Statement of Compliance
for Series 1998-AS2
(viii) Servicer's Annual Statement of Compliance
for Series 1998-S7
(ix) Servicer's Annual Statement of Compliance
for Series 1998-S8
(b) Reports on Form 8-K during the last quarter of the prior
calendar year.
(i) Reports on Form 8-K dated as of September 25,
1998, October 25, 1998 and November 25, 1998 in
response to Item 5 (other events) of Form 8-K were
filed with respect to information contained in
Distribution Date Statement for each Series (to the
extent such Series had a distribution in the related
month) delivered for the Distribution Date occurring
in September, October and November, 1998, respectively.
(ii) Reports on Form 8-K were filed during the last
quarter of the prior calendar year for the following
series:
(A) Series 1998 S-6
October 5, 1998 in response to Item 2
(disposition of assets)
(B) Series 1998-AS2
October 7, 1998 in response to Item 2
(disposition of assets)
(C) Series 1998-7
November 24, 1998 in response to Item 5
(computational materials)
November 24, 1998 in response to Item 5
(opinion of Morgan, Lewis & Bockius)
December 9, 1998 in response to Item 2
(disposition of assets)
(D) Series 1998-S8
December 21, 1998 in response to Item 5
(computational materials)
December 23, 1998 in response to Item 5
(opinion of Morgan, Lewis & Bockius)
(c), (d) Omitted.
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.
CHASE MORTGAGE FINANCE CORPORATION (Registrant)
By: /s/Luke S. Hayden
Name: Luke S. Hayden
Title: Chief Executive Officer
Date: March 30, 1999
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 and in the capacities and on the dates indicated.
Date: March 30, 1999 By: /s/ Luke S. Hayden
Name: Luke S. Hayden
Title: (Chairman)
Chief Executive Officer
Date: March 30, 1999 By: /s/ Paul Mullings
Name: Paul Mullings
Title: (Director)
President and Chief
Operating Officer
Date: March 30, 1999 By: /s/ Michael D. Katz
Name: Michael D. Katz
Title: Director
Date: March 30, 1999 By: /s/ Catherine Eckert
Name: Catherine Eckert
Title: Director
Date: March 30, 1999 By: /s/ Stephen Fortunato
Name: Stephen Fortunato
Title: Treasurer
(Chief Financial Officer)
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 annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by
this Annual Report on Form 10-K and the registrant does not intend to furnish
such materials to Certificateholders subsequent to the filing of this report.
<PAGE>
INDEX TO EXHIBITS
99.1 Report prepared by Servicer's certified
independent accountant's concerning the Servicer's
activities for the year ended December 31, 1998.
99.2 Servicer's Annual Statement of Compliance
<PAGE>
Exhibit 99.1
PricewaterhouseCoopers
______________________________________________________________________________
Report of Independent Accountants
PricewaterhouseCoopers LLP
650 Third Avenue South
Park Building
Suite 1300
Minneapolis, MN 55402-4333
Telephone (612) 596-6000
Facsimile (612) 373-7160
To the Board of Directors and Stockholder
of Chase Manhattan Mortgage corporation:
We have examined management's assertion about Chase Manhattan Mortgage
Corporation's (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 December 31, 1998 included in the accompanying management
assertion (see Exhibit I). The Company performs loan subservicing functions
for the residential loan servicing portfolio of Chemical Mortgage Company.
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 December 31,1998 is
fairly stated, in all material respects.
PricewaterhouseCoopers LLP
<PAGE>
[GRAPHIC OMITTED]
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus OH 43219
Exhibit I
Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards
March 5, 1999
As of and for the year ended December 31, 1998, Chase Manhattan Mortgage
Corporation ("CMMC') and Chase Mortgage Company ("CMC") and their subsidiaries
(collectively, the "Group") have complied in all material respects with the
minimum servicing standards (the "Standards") set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers ("USAP").
As noted in our assertion dated March 26, 1998, certain CMMC's custodial
accounts and related bank clearing accounts were not being consistently
reconciled within 45 days. In addition, a significant number and dollar amount
of reconciling items documented on the reconciliations were not being resolved
within 90 days after identification. These instances of noncompliance have been
remedied and procedural and operational enhancements have been implemented
during 1998 and reconciliations since this time have been completed within the
45 day minimum standard with reconciling items being resolved within 90 days of
identification.
As of and for this same period, the Group had in effect fidelity bond and
errors and omissions policy in the amounts of $250,000,000 and $25,000,000
respectively.
/s/ Thomas Jacobs
Thomas Jacob
Chief Executive Officer
/s/ Patrick Coon
Patrick Coon
Executive Vice President of Servicing
<PAGE>
Chase Manhattan Mortgage Corporation
March 5, 1999
Page 2
/s/ Glenn Mouridy
Glenn Mouridy
Executive Vice President and Chief Financial Officer
/s/ Lucy Gambino
Lucy Gambino
Vice President of Risk Management
<PAGE>
Exhibit 99.2(i)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-S1
Pursuant to Section 5.25 of the Pooling and Servicing Agreement between
Chase Mortgage Finance Corporation, Depositor, Chase Manhattan Mortgage
Corporation, Servicer and Citibank N.A., Trustee. Chase Manhattan Mortgage
Corporation hereby provides the following Officers' Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related Pooling and
Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties, responsibilities
and obligations under this Agreement in all material respects throughout such
year, or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
<PAGE>
Exhibit 99.2(ii)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-S2
Pursuant to Section 5.25 of the Pooling and Servicing Agreement between
Chase Mortgage Finance Corporation, Depositor, Chase Manhattan Mortgage
Corporation, Servicer and Citibank N.A., Trustee. Chase Manhattan Mortgage
Corporation hereby provides the following Officers' Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related
Pooling and Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties, responsibilities
and obligations under this Agreement in all material respects throughout such
year, or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
<PAGE>
Exhibit 99.2(iii)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-S3
Pursuant to Section 5.25 of the Pooling and Servicing Agreement between
Chase Mortgage Finance Corporation, Depositor, Chase Manhattan Mortgage
Corporation, Servicer and Citibank N.A., Trustee. Chase Manhattan Mortgage
Corporation hereby provides the following Officers' Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related Pooling and
Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties, responsibilities
and obligations under this Agreement in all material respects throughout such
year, or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
<PAGE>
Exhibit 99.2(iv)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-S4
Pursuant to Section 5.25 of the Pooling and Servicing Agreement between
Chase Mortgage Finance Corporation, Depositor, Chase Manhattan Mortgage
Corporation, Servicer and Citibank N.A., Trustee. Chase Manhattan Mortgage
Corporation hereby provides the following Officers' Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related Pooling and
Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties, responsibilities
and obligations under this Agreement in all material respects throughout
such year, or, if there has been a default in the fulfillment of any such
duties, responsibilities or obligations, specifying each such default known
to such Servicing Officer and the nature and status thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
<PAGE>
Exhibit 99.2(v)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-AS1
Pursuant to Section 5.25 of the Pooling and Servicing Agreement, dated
July 1, 1998 Chase Mortgage Finance Corporation, Depositor, Chase Manhattan
Mortgage Corporation, Servicer and Citibank N.A., Trustee. Chase Manhattan
Mortgage Corporation hereby provides the following Officers' Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related Pooling and
Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties, responsibilities
and obligations under this Agreement in all material respects throughout such
year, or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
<PAGE>
Exhibit 99.2(vi)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-S6
Pursuant to Section 5.25 of the Pooling and Servicing Agreement between
Chase Mortgage Finance Corporation, Depositor, Chase Manhattan Mortgage
Corporation, Servicer and Citibank N.A., Trustee. Chase Manhattan Mortgage
Corporation hereby provides the following Officers' Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related Pooling and
Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material
respects throughout such year, or, if there has been a default in the
fulfillment of any such duties, responsibilities or obligations, specifying
each such default known to such Servicing Officer and the nature and status
thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
<PAGE>
Exhibit 99.2(vii)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-AS2
Pursuant to Section 5.25 of the Pooling and Servicing Agreement Chase
Manhattan Mortgage Corporation hereby provides the following Officers'
Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related Pooling
and Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties, responsibilities
and obligations under this Agreement in all material respects throughout
such year, or, if there has been a default in the fulfillment of any such
duties, responsibilities or obligations, specifying each such default known
to such Servicing Officer and the nature and status thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
<PAGE>
Exhibit 99.2(viii)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-S7
Pursuant to Section 5.25 of the Pooling and Servicing Agreement between
Chase Mortgage Finance Corporation, Depositor, Chase Manhattan Mortgage
Corporation, Servicer and Citibank N.A., Trustee. Chase Manhattan Mortgage
Corporation hereby provides the following Officers' Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related Pooling and
Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties, responsibilities
and obligations under this Agreement in all material respects throughout such
year, or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
<PAGE>
Exhibit 99.2(x)
Chase Manhattan Mortgage Corporation
3415 Vision Drive
Columbus, OH 43219
1-800-848-9136 Customer Service
1-800-582-0542 TDD / Text Telephone
OFFICER'S CERTIFICATE
CHASE MANHATTAN MORTGAGE CORPORATION
MORTGAGE PASS THROUGH CERTIFICATE 1998-S8
Pursuant to Section 5.25 of the Pooling and Servicing Agreement between
Chase Mortgage Finance Corporation, Depositor, Chase Manhattan Mortgage
Corporation, Servicer and Citibank N.A., Trustee. Chase Manhattan Mortgage
Corporation hereby provides the following Officers' Certificate:
(i) A review of the activities of the Master Servicer during the
preceding calendar year and of performance under the related Pooling and
Servicing Agreement has been made; and
(ii) to the best of such Servicing Officer's knowledge, based on such
review, the Servicer has performed and fulfilled its duties, responsibilities
and obligations under this Agreement in all material respects throughout such
year, or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof.
/s/ Lucy P. Gambino /s/ Susan Christman
Name: Lucy P. Gambino Name: Susan Christman
Title: Vice President Title: Assistant Treasurer
Certified March 12, 1999
