SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No.1
(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 No.: 333-48943
First Union-Lehman Brothers-Bank of America
Mortgage Pass-Through Certificates
Series 1998-C02 Trust
(Exact name of registrant as specified in its charter)
New York 52-6929147, 52-2107968, 52-2107969
(State or other jurisdiction (I.R.S. Employer 52-2107970
of incorporation or Identification No.)
organization)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(410) 884-2000
Securities to be registered pursuant to Section 12(b)
of the Act:
NONE
Securities to be 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 ___
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on March 25, 1999, on behalf of
First Union-Lehman Brothers-Bank of America Mortgage Pass-Through Certificates
Series 1998-C02 Trust established pursuant to a Pooling and Servicing Agreement
among First Union Commercial Mortgage Securities, Inc, Depositor, First Union
National Bank, Master Servicer and Norwest Bank Minnesota, National Association,
Trustee, pursuant to which the First Union-Lehman Brothers-Bank of America
Mortgage Pass-Through Certificates Series 1998-C02 Trust registered under the
Securities Act of 1933 (the "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) ORIX Real Estate Capital (Banc One),
as Special Servicer <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) First Union, as Servicer <F1>
b) ORIX Real Estate Capital (Banc One),
as Special Servicer <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) ORIX Real Estate Capital (Banc One),
as Special Servicer <F2>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F3>
(b) On October 01, 1998, October 26, 1998, and
December 02, 1998, reports on Form 8-K were filed
by the Company in order to provide the
statements for the monthly distributions to
holders of the 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.
<F1> Filed herewith.
<F2> Such document (i) is not filed herewith since such document
was not received by the reporting person at least three business
days prior to the due date covered by this report: and (ii) will
be included in an amendment to this report on Form 10-K/A to be
filed within 30 days of the Reporting Person's receipt of such
document.
<F3> Previously filed.
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:
First Union-Lehman Brothers-Bank of America
Mortgage Pass-Through Certificates
Series 1998-C02 Trust
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri Sharps, Vice President
By: /s/ Sherri Sharps, Vice President
Dated: December 22, 1999
Exhibit Index
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) ORIX Real Estate Capital (Banc One),
as Special Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) ORIX Real Estate Capital (Banc One),
as Special Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) First Union, as Servicer <F1>
b) ORIX Real Estate Capital (Banc One),
as Special Servicer <F2>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F3>
<F1> Filed herewith.
<F2> Such document (i) is not filed herewith since such document
was not received by the reporting person at least three business
days prior to the due date covered by this report: and (ii) will
be included in an amendment to this report on Form 10-K/A to be
filed within 30 days of the Reporting Person's receipt of such
document.
<F3> Previously filed.
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KPMG
Suite 2800
Two First Union Center
Charlotte, NC 28282-8290
Independent Accountants' Report
The Board of Directors
First Union Mortgage Corporation:
We have examined management's assertion about First Union Mortgage Corporation's
(a wholly-owned subsidiary of First Union Corporation) compliance with the
minimum servicing standards set forth 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. Management is responsible for First Union Mortgage Corporation's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about First Union Mortgage
Corporation'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 First Union Mortgage 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 First Union Mortgage Corporation's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Union Mortgage Corporation
complied in all material respects with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1998 is fairly stated, in
all material respects.
KPMG
March 26, 1999
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PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas TX 75201-2997
Telephone (214) 754 7900
Independent Accountant's Report
To Banc One Mortgage Capital Markets, LLC:
We have examined management's assertion about Banc One Mortgage Capital Markets
LLC's ("BOMCM'") compliance with the minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers ("USAP") (except for commercial loan and multifamily loan
servicing for which minimum servicing standards V.4 and VI. 1, are inapplicable
to such servicing according to the Mortgage Bankers Association) as of and for
the year ended December 31, 1998 included in the accompanying management
assertion. Management is responsible for BOMCM'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 BOMCM'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 BOMCM's compliance with the minimum servicing standards.
In our opinion, management's assertion that BOMCM complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
Dallas, Texas
February 22, 1999
First Union Mortgage Corporation
201 South College Street
Charlotte North Carolina 28288
704 374-6787
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MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1998, First Union Mortgage Corporation
has complied in all material respects with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers. First Union Mortgage Corporation had
in effect a fidelity bond policy in the amount of $100 million for the period
from January I, 1998 to May 31, 1998 and a fidelity bond policy in the amount of
$200 million for the period from June 1, 1998 to December 31, 1998. As of and
for the year ended December 31, 1998, First Union Mortgage Corporation had in
effect an errors and omissions policy in the amount of $20 million.
Karin Patrick, Senior Vice President
March 26, 1999 Date
Debbie Craig, Senior Vice President
March 26, 1999 Date
Debbie Warren, President
March 26, 1999 Date
BancOne Mortgage
Capital Markets, LLC
TX1-2498
1717 Main Street Suite 1400
Dallas TX 75201-2498
Tel 800 887 6781
www.bomcm.com
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February 22, 1999
PricewaterhouseCoopers
2001 Ross Avenue
Suite 1800
Dallas, Texas 75201-2997
As of and for the year ended December 31, 1998, Banc One Mortgage Capital
Markets, LLC ("BOMCM") has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers ("USAP") except, for
commercial loan and multifamily loan servicing, minimum servicing standards V.4
and VI. 1., which the MBA has interpreted as inapplicable to such servicing.) As
of and for this same period, BOMCM had in effect a fidelity bond and errors and
omissions policy in the amount of $25 million.
Edgar L. Smith
Chief Operating Officer
First Union Mortgage Corporation
NC4755
Operational & Regulatory Risk Division
P. O. Box 900001
Raleigh, North Carolina 27675-9001
1100 Corporate Center Drive
Raleigh, North Carolina 27607-5066
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Norwest Bank Minnesota N.A.
Investor Numbers A07
First Union CRA Mortgage Loan Trust 1997-1
CERTIFICATION OF COMPLIANCE
The undersigned, an officer of First Union Mortgage Corporation ("FUMC") hereby
certifies as follows:
A review of the activities of FUMC during the preceding year with respect to
performance under this Agreement has been made under such Officer's supervision;
and
(1)
To the best of such Officer's knowledge the servicing has been conducted in
compliance with the Agreement(s) except for immaterial exceptions or other
exceptions set forth in such statement; and
(2)
To the best of such Officer's knowledge based on such review, there is no
default by FUMC in the fulfillment of any of its obligations under this
Agreement, or if there is any such default known to such Officer, specifying
each such default and the nature and status thereof.
In witness whereof the undersigned has executed this Certificate of Compliance
this 12th day of May, 1999.
FIRST UNION MORTGAGE CORPORATION
By:
Joseph F. DeDominicis
Vice President
EVENTS OF DEFAULT (if any)
