<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 333-48053
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EQCC Receivables Corporation
----------------------------
EQCC Asset Backed Corporation
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(Exact name of registrant as specified in its charter)
Re: Series EQCC Home Equity Loan Trust 1998-1
Series EQCC Home Equity Loan Trust 1998-2
Series EQCC Home Equity Loan Trust 1998-3
Series EQCC Home Equity Loan Trust 1998-4
59-3508618 (1998-1 Trust)
59-3491241 (1998-1 Trust)
59-3491239 (1998-1 Trust)
59-3521397 (1998-2 Trust)
59-7126186 (1998-2 Trust)
59-3532279 (1998-3 Trust)
Delaware 59-3540257 (1998-4 Trust)
- -------- ----------------------------------------------
State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10401 Deerwood Park Boulevard, Jacksonville, Florida 32256
- --------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 457-5000
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. [X]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None.
Indicate the number of shares outstanding of the registrant's classes of common
stock, as of the latest practicable date. None.
Documents Incorporated by Reference. None.
PART I
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Item 1. Business
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Not applicable.
Item 2. Properties
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Registrant refers to the annual statement as to compliance (the "Annual
Statement of Compliance") filed under Item 14 hereof.
Item 3. Legal Proceedings
------------------
There are no material pending legal proceedings with respect to the Series
EQCC Home Equity Loan Trust 1998-1, Series EQCC Home Equity Loan Trust 1998-2,
Series EQCC Home Equity Loan Trust 1998-3, or Series EQCC Home Equity Loan
Trust 1998-4 (collectively referred to as the "Trusts") involving the Trusts,
U.S. Bank National Association, as Trustee, or EquiCredit Corporation of
America, as Servicer, other than ordinary routine litigation incidental to the
Trust's assets or the Trustee's or the Servicer's duties under the applicable
Pooling and Servicing Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------
None.
PART II
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Item 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters. At December 31, 1998 the number of holders of Class A-1F, Class A-2F,
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Class A-3F, Class A-4F, Class A-5F, Class A-6F, Class A-7F, Class A-IO, and
Class A-1A Certificates for the 1998-1 Trust were 15,12,17,30,8,9,3,5 and 5
respectively; the number of holders of Class A-1F, Class A-2F, Class A-3F, Class
A-4F, Class A-5F, Class A-6F, Class A-7F Certificates for the 1998-2 Trust were
15,5,43,7,5,16 and 2 respectively; the number of holders of Class A-1F and
Class A-1A Certificates for the 1998-3 Trust were 10 and 3 respectively; the
number of holders of Class A-1F and Class A-1A Certificates for the 1998-4
Trust were 21 and 1 respectively. The principal market in which the
Certificates are traded is composed of certain sophisticated investors such as
commercial banks, trust companies, pension funds, and insurance companies and
selected investment banks which trade in new and secondary securities
transactions both as principal and agent. Information regarding dividends
required by sub-paragraph (c) of Item 201 of Regulation S-K is inapplicable as
the Trusts do not pay dividends. Information as to distributions to
Certificateholders has been provided by the Registrants in their periodic Form
8-K filings with the Securities and Exchange Commission.
Item 6. Selected Financial Data
-------------------------
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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Not applicable.
Item 8. Financial Statements and Supplementary Data
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Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
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None.
PART III
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Item 10. Directors and Executive Officers of the Registrant
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Not applicable.
Item 11. Executive Compensation
-----------------------
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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(A)(i)(1) With respect to the 1998-1 Trust, holders of record of five
percent or more of the Class A-1F Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Chase Manhattan Bank $57,489,000 22.8708%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N. A. $29,350,000 11.6763%
P. O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company $128,225,000 51.0117%
Global Corp Action Dept JAB5W
P.O. Box 1631
Boston, MA 02105-1631
(A)(i)(2) With respect to the 1998-1 Trust, holders of record of
five percent or more of the Class A-2F Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $9,813,000 19.9801%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bank of America Personal Trust $7,000,000 14.2528%
Proxy Unit #38432
555 S. Flower Street, Level C
Los Angeles, CA 90071
Boston Safe Deposit & Trust Co. $ 9,800,000 19.9540%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $ 3,000,000 6.1084%
4 New York Plaza, 13th floor
New York, NY 10004
Citibank, N. A. $2,500,000 5.0903%
P. O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Co. $8,300,000 16.8998%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
(A)(i)(3) With respect to the 1998-1 Trust, holders of record of
five percent or more of the Class A-3F Certificates at December 31, 1998 were
as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
American Express Trust Co. $20,000,000 13.7408%
1200 Northstar West
Minneapolis, MN 55440
The Bank of New York $15,000,000 10.3036%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $35,000,000 24.0464%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/FI-TRAC2 $20,460,000 14.0568%
4 New York Plaza
New York, NY 10004
State Street Bank & Trust Co. $32,150,000 22.0883%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
(A)(i)(4) With respect to the 1998-1 Trust, holders of record of
five percent or more of the Class A-4F Certificates at December 31, 1998 were
as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $14,271,500 22.0933%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $4,790,000 7.4153%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $21,200,000 32.8191%
4 New York Plaza, 13th floor
New York, NY 10004
Chase Manhattan Bank / MSTC $7,700,000 11.9202%
One Pierrepont Plaza, 8th Floor
Brooklyn, NY 11201
U. S. Bank National Association $4,050,000 6.2697%
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
A)(i)(5) With respect to the 1998-1 Trust, holders of record of
five percent or more of the Class A-5F Certificates at December 31, 1998 were
as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bankers Trust Company $7,497,343 13.0395%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $4,000,000 6.9568%
C/O Mellon Bank, N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $14,400,000 25.0446%
4 New York Plaza, 13th Floor
New York, NY 10004
First National Bank of Maryland $3,600,000 6.2612%
9th Floor - M/C 109-911
110 South Paca Street
Baltimore, MD 21201
Northern Trust Company $3,000,000 5.21765%
801 South Canal C-IN
Chicago, IL 60607
State Street Bank & Trust Co. $20,000,000 34.7842%
Global Corp. Action dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
U. S. Bank National Association $3,000,000 5.2176%
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
A)(i)(6) With respect to the 1998-1 Trust, holders of record of
five percent or more of the Class A-6F Certificates at December 31, 1998 were
as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $10,350,000 19.6257%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $8,000,000 15.1696%
C/O BT ServicesTennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $12,500,000 23.7025%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhttan Bank $10,000,000 18.9620%
4 New York Plaza, 13th floor
New York, NY 10004
Citibank, N.A. $3,500,000 6.6367%
P. O. Box 30576
Tampa, FL 33630-3576
Northwest Bank Minnesota, N.A. $4,237,000 8.0342%
733 Marquette Avenue
Minneapolis, MN 55479-0056
A)(i)(7) With respect to the 1998-1 Trust, holders of record of five
percent or more of the Class A-7F Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $27,463,000 57.8619%
925 Patterson Plan Rd.
Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. $10,000,000 21.0690%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Citibank, N. A. $10,000,000 21.0690%
P. O. Box 30576
Tampa, FL 33630-3576
A)(i)(8) With respect to the 1998-1 Trust, holders of record of
five percent or more of the Class A-IO Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $14,100,000 14.0719%
925 Patterson Plan Rd.
Secaucus, NJ 07094
First Union National Bank $50,100,000 50.0000%
530 Walnut Street, FCI-9-81-48
Philadelphia, PA 19101
Investors Fiduciary Trust Co./SSB $14,000,000 13.9721%
Global corp. Action Dept. JAB5W
P. O. Box 1631
Boston, MA 02105-1631
State Street Bank & Trust Co. $9,000,000 8.9820%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Wachovia Bank, N.A. $13,000,000 12.9741%
100 N. Main Street
Winston-Salem, NC 27150
A)(i)(9) With respect to the 1998-1 Trust, holders of record of
five percent or more of the Class A-1A Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bankers Trust Company $9,051,229 12.8293%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $15,000,000 21.2611%
4 New York Plaza, 13th floor
New York, NY 10004
State Street Bank & Trust Co. $42,700,000 60.5234%
Global Corp. Action Dept. JAB5W
P. O. Box 1631
Boston, MA 02105-1631
A)(ii)(1) With respect to the 1998-2 Trust, holders of record of five
percent or more of the Class A-1F Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $15,000,000 5.2322%
925 Patterson Plan Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $96,050,000 33.5037%
4 New York Plaza, 13th Floor
New York, NY 10004
Investors Bank & Trust/ M.F. Custody $15,000,000 5.2322%
200 Clarendon Street
15th Fl Hancock Tower
Boston, MA 02116
Northern Trust Company $19,800,000 6.9065%
801 South canal C-In
Chicago, IL 60607
State Street Bank & Trust Co. $102,785,000 35.8529%
Global Corp. Action Dept. JAB5W
P. O. Box 1631
Boston, MA 02105-1631
A)(ii)(2) With respect to the 1998-2 Trust, holders of record of
five percent or more of the Class A-2F Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $1,400,000 6.2640%
925 Patterson Plank Rd.
Secaucus, NJ 07094
U. S. Bank National Association $19,370,000 86.6667%
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
A)(ii)(3) With respect to the 1998-2 Trust, holders of record of
five percent or more of the Class A-3F Certificates at December 31, 1998 were
as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $35,181,000 18.3569%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. $45,830,000 23.9134%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
State Street Bank & Trust Co. $42,021,000 21.9259%
Global Corp. Action Dept. JAB5W
Boston, MA 02105-1631
Wachovia Bank/Safekeeping $10,000,000 5.2178%
301 N. Main Street
Winston-Salem, NC 27150
A)(ii)(4) With respect to the 1998-2 Trust, holders of record of
five percent or more of the Class A-4F Certificates at December 31, 1998 were
as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $20,000,000 28.4698%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $19,000,000 27.0463%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N. A. $16,500,000 23.4875%
P. O. Box 30576
Tampa, FL 33630-3576
Citibank/Private Banking Div. $6,000,000 8.5409%
1309 N. Ward Street, 2nd Floor
Tampa, FL 33607
State Street Bank & Trust Co. $5,250,000 7.4733%
Global corp Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
A)(ii)(5) With respect to the 1998-2 Trust, holders of record of
five percent or more of the Class A-5F Certificates at December 31, 1998 were
as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $16,000,000 23.1390%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $19,000,000 27.4776%
4 New York Plaza, 13th floor
New York, NY 10004
State Street Bank & Trust Co. $25,000,000 36.1547%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
U. S. Bank National Association $6,147,344 8.8902%
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
A)(ii)(6) With respect to the 1998-3 Trust, holders of record of
five percent or more of the Class A-6F Certificates at December 31, 1998 were
as follows:
Bankers Trust company $10,710,000 18.2765%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $25,235,000 43.0631%
4 New York Plaza, 13th floor
New York, NY 10004
State Street Bank & Trust Co. $13,314,000 22.7201%
Global Corp. Action Dept. JAB5W
P. O. Box 1631
Boston, MA 02105-1631
A) (ii)(7) With respect to the 1998-2 Trust, holders of record of five
percent or more of the Class A-7F Certificates at December 31, 1998 were as
follows:
Boston Safe Deposit & Trust Co. $10,900,000 20.0368%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
State Street Bank & Trust Co. $43,500,000 79.9632%
Global Corp. Action Dept. JAB5W
P. O. Box 1631
Boston, MA 02105-1631
A)(iii)(1) With respect to the 1998-3 Trust, holders of record of
five percent or more of the Class A-1F Certificates at December 31, 1998 were
as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $80,000,000 11.3218%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $112,999,000 15.9919%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Bank of Texas, N. A. $55,000,000 7.7838%
P. O. Box 2558
Houston, TX 77252-2558
Chase Manhattan Bank $266,599,709 37.7299%
4 New York Plaza, 13th floor
New York, N Y 10004
Citibank, N. A. $65,000,000 9.1990%
P.O. Box 30576
Tampa, FL 33630-3576
Fuji Bank and Trust Co. $50,000,000 7.0761%
2 World Trade Center, 81st Floor
New York, NY 10048
State Street Bank & Trust Co. $55,000,000 7.7838%
Global Corp. Action Dept. JAB5W
P. O. Box 1631
Boston, MA 02105-1631
A)(iii)(2) With respect to the 1998-3 Trust, holders of record of
five percent or more of the Class A-1A Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bankers Trust Company $14,000,000 35.6678%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Citibank, N. A. $15,251,140 38.8553%
P.O. Box 30576
Tampa, FL 33630-3576
Investors Bank & Trust/M.F. Custody $10,000,000 25.4770%
200 Clarendon Street
15th Fl Hancock Tower
Boston, MA 02116
A)(iv)(1) With respect to the 1998-4 Trust, holders of record of five
percent or more of the Class A-1F Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bank of New York $33,303,420 5.3002%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $186,130,000 29.6223%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $150,300,000 23.9200%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $80,960,000 12.8847%
4 New York Plaza,13 Floor
New York, NY 10004
Citibank, N. A. $75,210,000 11.9696%
P. O. Box 30576
Tampa, FL 33630-3576
State Street Bank & Trust Co. $57,785,000 9.1964%
Global Corp. Action Dept. JAB5W
P. O. Box 1631
Boston, MA 02105-1631
A)(iv)(2) With respect to the 1998-4 Trust, holders of record of five
percent or more of the Class A-1A Certificates at December 31, 1998 were as
follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------------ ------------ ------------------
Bankers Trust Company $21,656,580 100%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Item 13. Certain Relationships and Related Transactions
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There has not been, and there is not currently proposed, any transaction or
series of transactions, to which either the Trusts or EquiCredit Corporation
of America, as Servicer, is a party with any Certificateholder or any member
of the immediate family of any such Certificateholder who, to the knowledge
of the Servicer, owns of record or beneficially more than five percent of
the Certificates.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
99.1 Annual Statement as to Compliance
99.2 Report of Independent Certified Public Accountants
(b) Reports on Form 8-K.
As Servicer and on behalf of the Trusts, EquiCredit Corporation of
America filed a Current Report on Form 8-K pursuant to Item 5 for the following
monthly distribution dates during 1998, including the Remittance Report for each
due period provided by the Trustee.
Dates of Reports on Form 8-K
----------------------------
January 15, 1998
February 17, 1998
March 16, 1998
April 15, 1998
May 15, 1998
June 15, 1998
July 15, 1998
August 17, 1998
September 15, 1998
October 15, 1998
November 16, 1998
December 15, 1998
(c) The exhibits filed as part of this report are listed in the Index
to Exhibits.
(d) Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Registrant:
Dated: March 31, 1999 EQCC RECEIVABLES COPORATION
By: /s/ James B. Dodd
----------------------
James B. Dodd
General Counsel and Director
(Duly Authorized Officer)
EQCC ASSET BACKED CORPORATION
By: /s/ James B. Dodd
---------------------
James B. Dodd
General Counsel and Director
(Duly Authorized Officer)
Series EQCC Home Equity Loan Trust 1998-1
Series EQCC Home Equity Loan Trust 1998-2
Series EQCC Home Equity Loan Trust 1998-3
Series EQCC Home Equity Loan Trust 1998-4
<PAGE>
EquiCredit
Corporation
SERVICER'S ANNUAL STATEMENT AS TO COMPLIANCE
Series EQCC Home Equity Loan Trust 1998-1
Series EQCC Home Equity Loan Trust 1998-2
Series EQCC Home Equity Loan Trust 1998-3
Series EQCC Home Equity Loan Trust 1998-4
I, Gloria J. Roberts, Vice President of EquiCredit Corporation of America
and a responsible officer as defined in the Pooling and Servicing Agreements
dated as of April 1, 1998 for Series EQCC Home Equity Loan Trust 1998-1; June 1,
1998 for Series EQCC Home Equity Loan Trust 1998-2; September 1, 1998 for Series
EQCC Home Equity Loan Trust 1998-3; December 1, 1998 for Series EQCC Home Equity
Loan Trust 1998-4 (collectively the "Agreements" ) by and among U.S. Bank
National Association ("Trustee") and EquiCredit Corporation of America, (the
"Representative" and "Servicer") and the Depositors listed in the Agreements
(the "Depositors") in such capacity hereby certify:
(i) The Servicer has fully complied with the provisions of Articles V
and VII of the Agreements, and,
(ii) a review of the activities of the Servicer during the preceding
year ended December 31, 1998 and its performance under the Agreements has been
made under my supervision, and
(iii) to the best of my knowledge, based on such review, the Servicer
has fulfilled all its obligations under the Agreements throughout such preceding
year.
EQUICREDIT CORPORATION OF AMERICA
Representative and Servicer for
EQCC Home Equity Loan Trust 1998-1
EQCC Home Equity Loan Trust 1998-2
EQCC Home Equity Loan Trust 1998-3
EQCC Home Equity Loan Trust 1998-4
By: /s/Gloria J. Roberts
-------------------------------------
Dated: March 31, 1999 Gloria J. Roberts, Vice President
- ------------------------
Exhibit 99.1
<PAGE>
Loan Servicing Report of Independent Accountants
March 16, 1999
To the Board of Directors of
EquiCredit Corporation
We have examined management's assertion about EquiCredit 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 year ended December 31, 1998 for the following
securitizations: OSCC 1993-2, EQCC 1993-3, EQCC 1993-4, EQCC 1994-1, EQCC
1994-2, EQCC 1994-3, EQCC 1994-4, EQCC 1995-1, EQCC 1995-2, EQCC 1995-3, EQCC
1995-4, EQCC 1996-1, EQCC 1996-2, EQCC 1996-3, EFT 1996-A, EQCC 1996-2, EQCC
1997-1, EFT 1997-A, EQCC 1997-2, EQCC 1997-3, EFT 1997-B, EQCC 1998-1, EQCC
1998-2, EQCC 1998-3 and EQCC 1998-4, included in the accompanying management
assertion. Management is responsible for EquiCredit 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 EquiCredit 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 EquiCredit Corporation's compliance with the minimum
servicing standards.
In our opinion, management's assertion that EquiCredit Corporation complied with
the aforementioned minimum servicing standards as of and for the period ended
December 31, 1998, except as noted in Attachment I, is fairly stated, in all
material respects.
/s/ PriceWaterhouseCoopers
- ---------------------------
Exhibit 99.2
<PAGE>
EQUICREDIT
CORPORATION
March 16, 1999
PricewaterhouseCoopers LLP
NationsBank Corporate Center
Suite 5400
100 North Tryon Street
Charlotte, NC 28202
Dear Sirs:
In connection with your examination of our assertion that EquiCredit Corporation
(the "Company") complied with the minimum servicing standards 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 for the following
securitizations: OSCC 1993-2, EQCC 1993-3, EQCC 1993-4, EQCC 1994-1, EQCC
1994-2, EQCC 1994-3, EQCC 1994-4, EQCC 1995-1, EQCC 1995-2, EQCC 1995-3, EQCC
1995-4, EQCC 1996-1, EQCC 1996-2, EQCC 1996-3, EFT 1996-A, EQCC 1996-2, EQCC
1997-1, EFT 1997-A, EQCC 1997-2, EQCC 1997-3, EFT 1997-B, EQCC 1998-1, EQCC
1998-2, EQCC 1998-3 and EQCC 1998-4, except as noted in Attachment I, we
recognize that obtaining representations from us concerning the information
contained in this letter is a significant procedure in enabling you to express
an opinion on management's assertion about compliance with the minimum servicing
standards. Accordingly, we make the following representations, which are true
to the best of our knowledge and belief in all material respects:
The Company has substantially complied with all the requirements of the Uniform
Single Attestation Program for Mortgage Bankers, as they apply to the following
securitizations serviced for others by the Company: OSCC 1993-2, EQCC 1993-3,
EQCC 1993-4, EQCC 1994-1, EQCC 1994-2, EQCC 1994-3, EQCC 1994-4, EQCC 1995-1,
EQCC 1995-2, EQCC 1995-3, EQCC 1995-4, EQCC 1996-1, EQCC 1996-2, EQCC 1996-3,
EFT 1996-A, EQCC 1996-2, EQCC 1997-1, EFT 1997-A, EQCC 1997-2, EQCC 1997-3, EFT
1997-B, EQCC 1998-1, EQCC 1998-2, EQCC 1998-3 and EQCC 1998-4 (the
"Securitizations"), except as noted in Attachment I.
With respect to the Securitizations, the Company maintains fidelity or surety
bond insurance with a qualified insurer with coverage limits and deductibles
that meet investor requirements, as defined in the respective Pooling and
Servicing Agreement at December 31, 1998.
We are not aware of (a) any irregularities involving management or employees who
have significant roles in the system of internal accounting control over the
processing of transactions and maintenance of records related to loans serviced
for others, or any irregularities involving other employees or loan balances of
loans serviced for others, or (b) any violations or possible violations of law,
regulations, or contracts for the servicing of loans for others, which should be
considered for disclosure in the report on procedures performed in accordance
with USAP.
All bank accounts held in trust are in the name of the Company in trust for the
applicable investor and all bank accounts held in trust for others are
maintained in an institution that is a member of the Federal Deposit Insurance
Corporation (FDIC).
We are responsible for complying with the minimum servicing standards in the
USAP.
We are responsible for establishing and maintaining an effective internal
control structure over compliance with the minimum servicing standards.
Exhibit 99.2
<PAGE>
We have performed an evaluation of the Company's compliance with the minimum
servicing standards.
As of and for the year ended December 31, 1998, the Company has complied with
the minimum servicing standards in all material respects, except as noted in
Attachment I.
We have disclosed to you all known noncompliance with the minimum servicing
standards.
We have made available to you all documentation related to compliance with the
minimum servicing standards.
We have disclosed any communications from regulatory agencies, internal
auditors, and other practitioners concerning possible noncompliance with the
minimum servicing standards, including communications received through March 16,
1999.
We have disclosed to you any known noncompliance occurring through March 16,
1999.
/s/ Harold Lewis
- ------------------
Harold Lewis, Executive Vice President
EquiCredit Corporation
/s/ Charles Cauthen
- ---------------------
Charles Cauthen, Senior Finance Executive
Bank of America Corporation
/s/ Jay Bray
- --------------
Jay Bray, Chief Financial Officer
EquiCredit Corporation
Exhibit 99.2
<PAGE>
EQUICREDIT
CORPORATION
March 16, 1999 Attachment I
PricewaterhouseCoopers LLP
NationsBank Corporate Center
Suite 5400
100 North Tryon Street
Charlotte, NC 28202
Dear Sirs:
As of and for the 12-month period ended December 31, 1998, EquiCredit
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 (USAP) for the following
securitizations: OSCC 1993-2, EQCC 1993-3, EQCC 1993-4, EQCC 1994-1, EQCC
1994-2, EQCC 1994-3, EQCC 1994-4, EQCC 1995-1, EQCC 1995-2, EQCC 1995-3, EQCC
1995-4, EQCC 1996-1, EQCC 1996-2, EQCC 1996-3, EFT 1996-A, EQCC 1996-2, EQCC
1997-1, EFT 1997-A, EQCC 1997-2, EQCC 1997-3, EFT 1997-B, EQCC 1998-1, EQCC
1998-2, EQCC 1998-3 and EQCC 1998-4, except as noted below. As of and for this
same period, BankAmerica Corporation had in effect a fidelity bond and errors
and omissions policy in the amount of $50 million, which includes coverage for
EquiCredit Corporation adequate to meet the requirements outlined in the USAP.
In reference to EQCC 1998-3 and EQCC 1998-4, with respect to the USAP minimum
servicing standard which requires that loan payments be deposited into the
custodial cash account and related bank clearing accounts within two business
days of receipt, EquiCredit is not in compliance with the USAP. EquiCredit
remits loan payment collections on a monthly basis in accordance with the
applicable Pooling and Servicing Agreements.
/s/ Harold Lewis
- ------------------
Harold Lewis, Executive Vice President
EquiCredit Corporation
/s/ Charles Cauthen
- ---------------------
Charles Cauthen, Senior Finance Executive
Bank of America Corporation
/s/ Jay Bray
- --------------
Jay Bray, Chief Financial Officer
EquiCredit Corporation
Exhibit 99.2
<./text>
