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, 1999
Commission file number 333-71489
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EQCC Receivables Corporation
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EQCC Asset Backed Corporation
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(Exact name of registrant as specified in its charter)
Re: Series EQCC Home Equity Loan Trust 1999-1
Series EQCC Home Equity Loan Trust 1999-2
Series EQCC Home Equity Loan Trust 1999-3
59-3557436 (1999-1 Trust)
59-3567425 (1999-1 Trust)
59-3582804 (1999-2 Trust)
59-3582805 (1999-2 Trust)
59-3594136 (1999-3 Trust)
59-3594138 (1999-3 Trust)
59-3594139 (1999-3 Trust)
59-3594140 (1999-3 Trust)
Delaware
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State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10401 Deerwood Park Boulevard, Jacksonville, Florida 32256
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(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.
<PAGE>
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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
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There are no material pending legal proceedings with respect to the Series
EQCC Home Equity Loan Trust 1999-1, Series EQCC Home Equity Loan Trust 1999-2,
or Series EQCC Home Equity Loan Trust 1999-3 (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
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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, 1999 the number of holders of Class A-1F,
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Class a-2F, Class A-3F, Class A-4F, Class A-5F, Class A-6F, and Class A-1A
Certificates for the 1999-1 Trust were 16, 23, 24, 18, 4, 2, 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, and Class A-1A Certificates for the 1999-2 Trust were
13, 29, 26, 6, 4, 8, and 2 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 and
Class A-1A Certificates for the 1999-3 Trust were 15, 19, 35, 3, 5, 3, 1, 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
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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.
<PAGE>
Item 11. Executive Compensation
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Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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(A)(i)(1) With respect to the 1999-1 Trust, holders of record of
five percent or more of the Class A-1F Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $55,300,000 18.0719%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $18,475,000 6.0376%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $116,675,000 38.1291%
4 New York Plaza, 13th Floor
New York, NY 10004
Fannie Mae / Investment $55,000,000 17.9739%
3900 Wisconsin Avenue N.W.
Washington, DC 20016-2892
State Street Bank and Trust Company $27,075,000 8.8480%
Global Corp Action Dept JAB5W
1776 Heritage Dr.
No. Quincy, MA 02171
(A)(i)(2) With respect to the 1999-1 Trust, holders of record of
five percent or more of the Class A-2F Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bankers Trust Company $41,800,000 41.8000%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $ 8,500,000 8.5000%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Investors Bank & Trust $ 9,300,000 9.3000%
200 Clarendon Street
15th Floor Hancock Tower
Boston, MA 02116
<PAGE>
State Street Bank and Trust Co. $5,800,000 5.8000%
Global Corp. Action Dept. JAB 5NW
1776 Heritage Drive
No. Quincy, MA 02171
(A)(i)(3) With respect to the 1999-1 Trust, holders of record of
five percent or more of the Class A-3F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
All First Bank $7,265,000 5.3815%
9th floor - M/C 109-911
110 So. PACA Street
Baltimore, MD 21201
The Bank of New York $37,162,000 27.5274%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company $24,636,000 18.2489%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $18,379,000 13.6141%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank, Trust $8,035,000 5.9519%
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. $9,000,000 6.6667%
P. O. Box 30576
Tampa, FL 33630-3576
SSB - Trust Custody $25,600,000 18.9630%
225 Franklin Street, M4
Boston, MA 02110
A)(i)(4) With respect to the 1999-1 Trust, holders of record of
five percent or more of the Class A-4F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
American Express Trust Company $13,000,000 15.1163%
180 East 5th Street
SafeKeeping
St. Paul, MN 55101
<PAGE>
Bank of New York $13,345,000 15.5174%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Boston Safe Deposit&Trust Company $7,320,000 8.5116%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $5,220,000 6.0698%
4 New York Plaza, 13th floor
New York, NY 10004
Chase Manhattan Bank/FI-Trac 2 $25,000,000 29.0698%
4 New York Plaza
New York, NY 10004
Northern Trust Company $6,490,000 7.5465%
801 S. Canal C-IN
Chicago, IL 60607
Union Bank of California, N.A. $5,335,000 6.2035%
P.O. Box 109
San Diego, CA 92112-4103
A)(i)(5) With respect to the 1999-1 Trust, holders of record of
five percent or more of the Class A-5F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $10,000,000 56.1672%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Bank of Texas, N.A. $3,303,970 18.5575%
P.O. Box 2558
Houston, TX 77252-8009
Chase Manhattan Bank $4,000,000 22.4669%
4 New York Plaza, 13th Floor
New York, NY 10004
A)(i)(6) With respect to the 1999-1 Trust, holders of record of
five percent or more of the Class A-6F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
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Boston Safe Deposit & Trust Co. $102,000,000 91.0714%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Northwest Bank Minnesota, N.A. $10,000,000 8.9286%
733 Marquette Avenue
Minneapolis, MN 55479-0056
A)(i)(A) With respect to the 1999-1 Trust, holders of record of
five percent or more of the Class A-1A Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
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Boston Safe Deposit & Trust Co. $1,500,000 7.4272%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Citibank, N. A. $16,000,000 79.2235%
P. O. Box 30576
Tampa, FL 33630-3576
Investors Fiduciary Trust Co./ SSB $1,500,000 7.4272%
Global Coprporate Acion Action Unit Jab 5NW
1776 Heritage Drive
No. Quincy, MA 02171
New York, NY 10004
A)(ii)(1) With respect to the 1999-2 Trust, holders of record of five
percent or more of the Class A-1F Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Boston Safe Deposit & Trust Co. $23,920,000 8.3345%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $153,530,000 53.4948%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. $20,000,000 6.9686%
P.O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company $19,650,000 6.8467%
801 South Canal C-In
Chicago, IL 60607
State Street Bank & Trust Co. $42,075,000 14.6603%
Global Corp. Action Dept. JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
<PAGE>
A)(ii)(2) With respect to the 1999-2 Trust, holders of record of
five percent or more of the Class A-2F Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $31,630,000 22.9203%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $15,665,000 11.3514%
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. $7,600,000 5.5072%
P.O. Box 30576
Tampa, FL 33630-3576
FUNB - PHILA. MAIN $20,000,000 14.4928%
123 South Broad Street
Philadelphia, PA 19109
State Street Bank & Trust Co. $30,960,000 22.4348%
Global Corp. Action Dept. JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
A)(ii)(3) With respect to the 1999-2 Trust, holders of record of
five percent or more of the Class A-3F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $10,821,000 6.1834%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $15,000,000 8.5714%
4 New York Plaza, 13th Floor
New York, NY 10004
Compass Bank $15,000,000 8.5714%
701 South 20th St. 11th Floor
Birmingham, AL 35233
PNC Bank, N.A. /Pittsburgh $78,500,000 44.8571%
One PNC Plaza, 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707
State Street Bank & Trust Co. $24,117,000 13.7811%
Global Corp. Action Dept. JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
<PAGE>
Fifth Third Bank $25,800,000 14.7429%
Dept. 00850 - Proxy
38 Fountain Square Plaza
Cincinnati, OH 45263
A)(ii)(4) With respect to the 1999-2 Trust, holders of record of
five percent or more of the Class A-4F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $17,000,000 17.8947%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Co. $57,000,000 60.0000%
C/O BT Services Tennessee INC.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $13,000,000 13.6842%
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank & Trust Co. $5,500,000 5.7895%
Global Corp Action Dept. JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
A)(ii)(5) With respect to the 1999-2 Trust, holders of record of
five percent or more of the Class A-5F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $25,000,000 51.8849%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. $11,183,542 23.2103%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $7,000,000 14.5278%
4 New York Plaza, 13th floor
New York, NY 10004
Northern Trust Company $5,000,000 10.3770%
801 S. Canal C-IN
Chicago, IL 60607
<PAGE>
A)(ii)(6) With respect to the 1999-2 Trust, holders of record of
five percent or more of the Class A-6F Certificates at December 31, 1999
were as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bankers Trust company $8,000,000 9.6970%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $62,000,000 75.1515%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Merrill Llynch, Pierce Fenner $5,000,000 6.0606%
& Smith SafeKeeping
4 Corporate Place
Corporate Park 287
Piscatway, NJ 08855
State Street Bank & Trust Co. $6,725,000 8.1515%
Global Corp. Action Dept. JAB5NW
1776 Heritage Drive
NO. Quincy, MA 02171
A) (ii)(A) With respect to the 1999-2 Trust, holders of record of five
percent or more of the Class A-1 A Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Boston Safe Deposit & Trust Co. $25,081,155 55.6356%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $20,000,000 44.3644%
4 New York Plaza, 13th floor
New York, NY 10004
A)(iii)(1) With respect to the 1999-3 Trust, holders of record of
five percent or more of the Class A-1F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Boston Safe Deposit & Trust Co. $22,575,000 6.4500%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Chase Manhattan Bank $252,500,000 72.1429%
4 New York Plaza, 13th floor
New York, NY 10004
State Street Bank & Trust Co. $34,175,000 9.7643%
Global Corp. Action Dept. JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
A)(iii)(2) With respect to the 1999-3 Trust, holders of record of
five percent or more of the Class A-2 F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $11,200,000 8.1752%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company $23,500,000 17.1533%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
SSB - Trust Custody $28,000,000 20.4380%
225 Franklin Street, M4
Boston, MA 02110
State Street Bank & Trust Co. $20,500,000 14.9635%
Global Corp. Action Dept. JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
Fifth Third Bank $29,000,000 21.1679%
Dept. 00950 - Proxy
38 Fountain Square Plaza
Cincinnati, OH 45263
A)(iii)(3) With respect to the 1999-3 Trust, holders of record of
five percent or more of the Class A-3 F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $13,203,000 8.2519%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company $10,674,000 6.6713%
C/O BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. $16,504,000 10.3150%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $47,920,000 29.9500%
4 New York Plaza, 13th floor
New York, NY 10004
Northern Trust Company $17,221,000 10.7631%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank & Trust Co. $20,153,000 12.5956%
Global Corp. Action Dept. JAB5NW
1776 Heritage Drive
No. Quincy, MA 02171
A)(iii)(4) With respect to the 1999-3 Trust, holders of record of
five percent or more of the Class A-4 F Certificates at December 31, 1999 were
as follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $12,000,000 15.0000%
925 Patterson Plank Road
Secaucus, NJ 07094
Fannie Mae / Investment $63,000,000 78.7500%
3900 Wisconsin Avenue N.W.
Washington, DC 20016-2892
Northern Trust Company $5,000,000 6.2500%
801 S. Canal C-IN
Chicago, IL 60607
A)(iii)(5) With respect to the 1999-3 Trust, holders of record of five
percent or more of the Class A-5 F Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bank of New York $7,000,000 25.1835%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $3,000,000 10,7929%
4 New York Plaza,13 Floor
New York, NY 10004
Fleet National Bank $3,000,000 10.7929%
Fleet Services Corp.
2nd Floor NYROTO2B
Rochester, NY 14638
Northern Trust Company $4,000,000 14.3906%
801 S. Canal C-IN
Chicago, IL 60607
<PAGE>
U.S. Bank National Association $10,796,013 38.8401%
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
A)(iii)(6) With respect to the 1999-3 Trust, holders of record of five
percent or more of the Class A-6 F Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Boston Safe Deposit & Trust Co. $127,900,000 96.1654%
C/O Mellon Bank, N. A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
A)(iii)(7) With respect to the 1999-3 Trust, holders of record of five
percent or more of the Class A-7 F Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Chase Manhattan Bank $74,391,790 100.0000%
4 New York Plaza,13 Floor
New York, NY 10004
A)(iii)(A) With respect to the 1999-3 Trust, holders of record of five
percent or more of the Class A-1 A Certificates at December 31, 1999 were as
follows:
Dollar Amount of Percent of
Name and Address of Holder Certificates Held Certificates Held
- ------------------------------ ----------------- -----------------
Bankers Trust Company $37,812,197 100.0000%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
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 1999, including the Remittance Report for each
due period provided by the Trustee.
EQCC Home Equity Loan Trust
---------------------------
1999-1 1999-2 and 1999-3*
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May 20, 1999
June 20, 1999
July 20, 1999 July 26, 1999
August 20, 1999 August 25, 1999
September 20, 1999 September 27, 1999
October 20, 1999 October 25, 1999
November 22, 1999 November 26, 1999
December 20, 1999 December 27, 1999
(c) The exhibits filed as part of this report are listed in the
Index to Exhibits.
(d) Not applicable.
* As 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 30, 2000 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 1999-1
Series EQCC Home Equity Loan Trust 1999-2
Series EQCC Home Equity Loan Trust 1999-3
<PAGE>
<PAGE>
EQUICREDIT
CORPORATION
SERVICER'S ANNUAL STATEMENT AS TO COMPLIANCE
Series EQCC Home Equity Loan Trust 1999-1
Series EQCC Home Equity Loan Trust 1999-2
Series EQCC Home Equity Loan Trust 1999-3
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 March 1, 1999 for Series EQCC Home Equity Loan Trust 1999-1; June 1,
1999 for Series EQCC Home Equity Loan Trust 1999-2; August 1, 1999 for Series
EQCC Home Equity Loan Trust 1999-3 (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, 1999 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 1999-1
EQCC Home Equity Loan Trust 1999-2
EQCC Home Equity Loan Trust 1999-3
By: /s/Gloria J. Roberts
-------------------------
Dated:March 30, 2000 Gloria J. Roberts, Vice President
----------------
Exhibit 99.1
<PAGE>
LOAN SERVICING REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Bank of America Corporation
We have examined management's assertion about Bank of America 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, 1999 included in the
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accompanying management assertion 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; EQCC 1996-4; EQCC 1997-1; EQCC 1997-2; EQCC 1997-3; EQCC
1998-1; EQCC 1998-2; EQCC 1998-3; EQCC 1998-4; EQCC 1999-1; EQCC 1999-2; EQCC
1999-3; EQCC 1999-A; EFT 1996-A, EFT 1997-A; and EFT 1997-B. Management is
responsible for Bank of America 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 Bank of America 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 Bank of America Corporation's compliance
with the minimum servicing standards.
In our opinion, management's assertion that Bank of America Corporation complied
with the aforementioned minimum servicing standards as of and for the year ended
December 31, 1999, except as noted in Exhibit I, is fairly stated, in all
material respects.
/s/ PriceWaterhouseCoopers
- ---------------------------
Exhibit 99.2
<PAGE>
March 24, 2000
PricewaterhouseCoopers LLP
Bank of America Corporate Center
100 North Tryon Street, Suite 5400
Charlotte, North Carolina 28202
Ladies and Gentlemen:
In connection with your examination of our assertion that Bank of America
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, 1999, 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:
1. The Company has substantially 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), as they apply to 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;
EQCC 1996-4; EQCC 1997-1; EQCC 1997-2; EQCC 1997-3; EQCC 1998-1;
EQCC 1998-2; EQCC 1998-3; EQCC 1998-4; EQCC 1999-1; EQCC 1999-2;
EQCC 1999-3; EQCC 1999-A; EFT 1996-A, EFT 1997-A; and EFT 1997-B
(the "securitizations") except as noted in Exhibit I.
2. With respect to 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, 1999.
3. We are not aware of (a) any irregularities involving management or
employees who have significant roles it 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.
4. 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).
5. We are responsible for complying with the minimum servicing standards in
the USAP.
6. We are responsible for establishing and maintaining an effective internal
control structure over compliance with the minimum servicing
standards.
7. We have performed an evaluation of the Company's compliance with the
minimum servicing standards.
8. As of and for the year ended December 31, 1999, the Company has complied
with the minimum servicing standards in all material respects, except
as noted in Exhibit I.
9. We have disclosed to you all known noncompliance with the minimum
servicing standards.
10. We have made available to you all documentation related to compliance
with the minimum servicing standards.
11. 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 the date of this letter.
12. We have disclosed to you any known noncompliance occurring through the
date of this letter.
/s/ Steve Fry March 30, 2000
_____________ ______________
Steve Fry Date
Chief Financial Officer
Bank of America Consumer Finance Group
/s/ Jon N. Dockerson March 30, 2000
____________________ ______________
Jon N. Dickerson Date
Senior Vice President
EquiCredit Corporation
/s/Gloria Roberts March 30, 2000
_________________ ______________
Gloria Roberts Date
Vice President
Bank of America Corporation
<PAGE>
March 24, 2000
PricewaterhouseCoopers LLP
Bank of America Corporate Center
100 North Tryon Street, Suite 5400
Charlotte, North Carolina 28202
Ladies and Gentlemen:
As of and for the 12-month period ended December 31, 1999, except as noted
below, Bank of America 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; EQCC 1996-4; EQCC 1997-1;
EQCC 1997-2; EQCC 1997-3; EQCC 1998-1; EQCC 1998-2; EQCC 1998-3; EQCC 1998-4;
EQCC 1999-1; EQCC 1999-2; EQCC 1999-3; EQCC 1999-A; EFT 1996-A, EFT 1997-A; and
EFT 1997-B. During the year ended December 31, 1999, certain instances of
noncompliance with the Standards occurred as noted below.
- - CUSTODIAL BANK ACCOUNTS
Standard: Reconciliations shall be prepared within forty-five calendar
days after the cutoff date and document explanations for reconciling
items. These reconciling items shall be resolved within ninety
calendar days of their original identification.
Certain reconciliations contained reconciling items that were not
resolved within ninety calendar days of their original identification
during the year. One reconciliation was not prepared within forty-five
calendar days after the cutoff date. As of December 31, 1999, these
reconciling items had been resolved and procedures established to
facilitate the timely preparation of reconciliations and timely
resolution of reconciling items.
- - MORTGAGE PAYMENTS
Standard: Mortgage payments identified as loan payoffs shall be
allocated in accordance with the mortgagor's loan documents.
Certain mortgage payments identified as loan payoffs had related
prepayment penalties that were not calculated in accordance with the loan
documents during the year. As of the date of this letter, management has
implemented procedures to facilitate the calculation of prepayment
penalties in accordance with the applicable loan documents.
As of and for this same period, Bank of America Corporation had in effect a
fidelity bond and errors and omissions policy in the amount of $275 million,
which includes coverage adequate to meet the requirements outlined in the USAP.
/s/Steve Fry March 30, 2000
- ------------ ______________
Steve Fry Date
Chief Financial Officer
Bank of America Consumer Finance Group
/s/Jon N. Dickerson March 30, 2000
___________________ ______________
Jon N. Dickerson Date
Senior Vice President
EquiCredit Corporation
/s/ Gloria Roberts March 30, 2000
__________________ ______________
Gloria Roberts Date
Vice President
