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: 333-64131
CHASE MANHATTAN ACCEPTANCE CORPORATION
(Issuer in respect of Chase Mortgage Finance Trust
Multi-Class Mortgage Pass-Through Certificates, Series 1998-S5)
(the "Certificates")
----------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-3456395
------------------------------------- ---------------------------------
(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 shall be 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 represents the entire beneficial ownership interest in a
trust fund (the "Trust Fund") consisting, among other things, of a segregated
pool of one- to four-family first-lien mortgage loans (the "Mortgage Loans").
<PAGE>
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 the Trust Fund, involving the registrant, Trust
Fund, Citibank N.A. (the "Trustee") and Chase Manhattan Mortgage
Corporation (the "Servicer"), other than ordinary routine litigation
incidental to duties of the registrant, Trustee, or the Servicer under the
pooling and servicing agreement for Series 1998-S5.
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.
2. As of December 31, 1998, there was 15
holders of record of the Certificates of
the Trust.
(b) To the knowledge of the registrant, there are
no reported high and low bid quotations for any of the
Certificates.
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 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-S5:
Title of Class Name and Address on Original Certificate % Class
Holders of Record Principal Balance
Class A-1 Cede & Co. $26,000,000 100%
55 Water Street
New York, NY 10005
Class A-2 Cede & Co. $3,413,903 100%
55 Water Street
New York, NY 10005
Class A-3 Cede & Co. $12,553,500 100%
55 Water Street
New York, NY 10005
Class A-4 Cede & Co. $141,000,000 100%
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. $20,800,000 100%
55 Water Street
New York, NY 10005
Class A-P Cede & Co. $457,673 100%
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 Credit Suisse/First Boston $2,100,001 100%
5 World Trade Center, 7 Fl.
New York, NY 10049
Class B-1 Hare & Co. $1,365,001 100%
c/o The Bank of New York
P.O. Box 11203
New York, NY 10266
Class B-2 Credit Suisse/First Boston $840,000 100%
5 World Trade Center, 7 Fl.
New York, NY 10049
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 Servicer's Annual Statement of Compliance
for the Series 1998-S5 dated December 31, 1998.
(b) Reports on Form 8-K during the last quarter of the
prior calendar year.
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.
(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 MANHATTAN (Registrant)
ACCEPTANCE CORPORATION
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/ Samuel H. Cooper
Name: Samuel H. Cooper
Title: (Director)
Executive Vice 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: 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 for the
Series 1998-S5 dated December 31, 1998.
<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
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-S5
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
Lucy P. Gambino Susan Christman
Vice President Assistant Treasurer
Certified March 12, 1999
