SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[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
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-07081
UCFC Acceptance Corporation (Loan Trust Series 1998-A, 1998-B,
1998-C, and 1998-D)
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(Exact name of registrant as specified in its charter)
Louisiana 72-1235336
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4041 Essen Lane, Baton Rouge, LA 70809
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(Address of principal executive offices (Zip Code)
504-987-0000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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 twelve 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. Not Applicable
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of December 31, 1998. Not Applicable
THIS ANNUAL REPORT ON FORM 10-K IS FILED ON BEHALF OF THE REGISTRANT BY
UNITED COMPANIES LENDING CORPORATION, (as Servicer under Pooling and
Servicing Agreements for the year ended December 31, 1998) providing
for the issuance of Home Equity Pass Through Certificates, Series 1998-A,
1998-B, 1998-C, and 1998-D) PURSUANT TO A RESPONSE OF THE OFFICE OF CHIEF
COUNSEL DIVISION OF CORPORATION FINANCE, DATED NOVEMBER 12, 1993.
PAGE 1
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PART I
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Item 1. BUSINESS
Omitted pursuant to the "Response of the
Office of Chief Counsel Division of Corporation
Finance" dated November 12, 1993
Item 2. PROPERTIES
Omitted pursuant to the "Response of the
Office of Chief Counsel Division of Corporate
Finance" dated November 12, 1993.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established trading market for Registrant's
securities subject to this filing.
Number of holders of record of the Certificates as of
December 31, 1998: 1 .
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Item 6. SELECTED FINANCIAL DATA
Omitted pursuant to the "Response of the Office of Chief Counsel
Division of Corporation Finance", dated November 12, 1993.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Omitted pursuant to the "Response of the Office of Chief Counsel
Division of Corporation Finance", dated November 12, 1993.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Annual Compliance Certificate attached as
Exhibit 28.1 hereto.
Reference is made to the annual report on the Servicer's compliance
with certain provisions of the Agreement as prepared by Deloitte &
Touche, the Servicer's Independent Certified Public Accountants, and
attached as Exhibit 28.2 hereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PAGE 2
<PAGE>
PART III
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the "Response of the Office of Chief Counsel
Division of Corporation Finance" dated November 12, 1993.
Item 11. EXECUTIVE COMPENSATION
Omitted pursuant to the "Response of the Office of Chief counsel
Division of Corporation Finance" dated November 12, 1993.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is furnished as of December 31, 1998 as
to each Certificateholder of record of more than 5% of the
Certificates:
<TABLE>
<S> <C> <C> <C>
Name & Address Beneficial Percent
Title of Class of Owner Ownership of Class
- -------------- --------------- --------- --------
<S> <C> <C> <C>
Home Equity Loan Cede & Co. $74,583,273.47 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-A, Bowling Green Station
Class A-1 New York, New York 10274
Home Equity Loan Cede & Co. $46,000,000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates, P. O. Box 20
Series 1998-A, Bowling Green Station
Class A-2 New York, New York 10274
Home Equity Loan Cede & Co. $46,000,000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-A, Bowling Green Station
Class A-3 New York, New York 10274
Home Equity Loan Cede & Co. $14,000,000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-A, Bowling Green Station
Class A-4 New York, New York 10274
Home Equity Loan Cede & Co. $24,000,000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-A, Bowling Green Statin
Class A-5 New York, New York 10274
Home Equity Loan Cede & Co. $16,000,000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-A, Bowling Green Station
Class A-6 New York, New York 10274
Home Equity Loan Cede & Co. $15,500,000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-A, Bowling Green Station
Class A-7 New York, New York 10274
Home Equity Loan Cede & Co. $32,500,000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-A, Bowling Green Station
Class A-8 New York, New York 10274
Home Equity Loan Cede & Co. $100,948,241.70 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-B, Bowling Green Station
Class A-1 New York, New York 10274
Home Equity Loan Cede & Co. $58,000,000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-B, Bowling Green Station
Class A-2 New York, New York 10274
Home Equity Loan Cede & Co. $57,000.000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-B, Bowling Green Station
Class A-3 New York, New York 10274
</TABLE>
PAGE 3
<TABLE>
<S> <C> <C> <C>
Name & Address Beneficial Percent
Title of Class of Owner Ownership of Class
- -------------- --------------- --------- --------
Home Equity Loan Cede & Co. $20,000.000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-B, Bowling Green Station
Class A-4 New York, New York 10274
Home Equity Loan Cede & Co. $28,000.000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-B, Bowling Green Station
Class A-5 New York, New York 10274
Home Equity Loan Cede & Co. $17,000.000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-B, Bowling Green Station
Class A-6 New York, New York 10274
Home Equity Loan Cede & Co. $19,500.000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-B, Bowling Green Station
Class A-7 New York, New York 10274
Home Equity Loan Cede & Co. $37,500.000.00 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-B, Bowling Green Station
Class A-8 New York, New York 10274
Home Equity Loan Cede & Co. $868,662,175.67 100.0%
Pass-Through c/o The Depository Trust Co.
Certificates P. O. Box 20
Series 1998-BA Bowling Green Station
Class Notes New York, New York 10274
</TABLE>
<TABLE>
<S> <C> <C> <C>
Name & Address Beneficial Percent
Title of Class of Owner Ownership of Class
- -------------- --------------- --------- --------
Home Equity Loan Pass- Cede & Co. $140,702,156.16 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-C, Class A-1 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $42,000,000.00 100.0%
Through Certificates, Series c/o The Depository Trust Co.
1998-C, Class A-2 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $74,000,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-C, Class A-3 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $23,000,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-C, Class A-4 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $47,000,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-C, Class A-5 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $40,500,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-C, Class A-6 P. O. Box 20
Bowling Green Station
New York, New York 10274
PAGE 4
Home Equity Loan Pass- Cede & Co. $42,500,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-C, Class A-7 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $124,943,259.11 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class AF-1 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $59,000,000.00 100.0%
Through Certificates, Series c/o The Depository Trust
1998-D, Class AF-2 Company
55 Water Street
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $18,000,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class AF-3 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $10,000,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class AF-4 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $10,000,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class AF-5 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $13,274,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class AF-6 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $26,475,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class AF-7 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $150,000,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class AF-8 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $39,638,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class MF-1 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $33,863,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class MF-2 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $26,250,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class BF-1 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $163,614,575.59 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class AV-1 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $19,800,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class MV-1 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $16,537,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class MV-2 P. O. Box 20
Bowling Green Station
New York, New York 10274
PAGE 5
Home Equity Loan Pass- Cede & Co. $12,263,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1998-D, Class BV-1 P. O. Box 20
Bowling Green Station
New York, New York 10274
</TABLE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) None
(b)-(d) Omitted pursuant to the "Response of the Office
of Chief Counsel Division of Corporation
Finance" dated November 12, 1993.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1-2 Not Applicable
3. Exhibits
28.1 Annual Compliance Certificate
28.2 Annual Report of Servicer's compliance with
certain provisions of the Agreement by
Servicer's Independent Certified Public
Accountants.
(b)-(d) Omitted pursuant to the "Response of the Office
of Chief Counsel Division of Corporation Finance"
dated November 12, 1993.
PAGE 6
<PAGE>
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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28.1 Annual Statement as to Compliance, UCFC Loan Trust
Series 1998-A, 1998-B, 1998-C AND 1998-D, Page 9.
28.2 Independent Accountant's report, Pages 10.
PAGE 7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Servicer has caused this report to be signed on
behalf of the Registrant by the undersigned, thereto duly authorized on the
31st day of March, 1999.
UNITED COMPANIES LENDING CORPORATION, as Servicer,
on behalf of the Registrant
BY: /s/ SHERRY E. ANDERSON
- ----------------------------------
Sherry E. Anderson, Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following officers and directors of the
Servicer on behalf of the Registrant and in the capacities indicated on the
31st day of March, 1998.
/S/ DALE E. REDMAN
- -------------------------------------
Dale E. Redman, Director
(Principal Financial Officer)
/S/ JOHN D'ANGELO
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John D'Angelo, President
/S/ JESSE O. GRIFFIN
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Jesse O. Griffin, Sr. Vice President
(Principal Accounting Officer)
PAGE 8
EXHIBIT 28.1
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ANNUAL STATEMENT AS TO COMPLIANCE
UCFC LOAN TRUST
SERIES 1998-A, 1998-B, 1998-C AND 1998-D
In accordance with Section 9.16 of that certain Pooling
and Servicing Agreement relating to UCFC Loan Trust Series 1998-A,
1998-B, 1998-C and 1998-D for the year ended December 31,
1998 (the "Pooling and Servicing Agreements", by and among
UCFC Acceptance Corporation, as depositor, United Companies
Lending Corporation, as servicer (the "Servicer"), and Bankers
Trust Company of California, N.A., as trustee, the undersigned
officer of the Servicer does hereby certify as follows: (i) a
review of the activities of the Servicer during 1998 and of
performance under the Pooling and Servicing Agreements has been
made under the undersigned officer's supervision; and (ii) to
the best of such undersigned officer's knowledge, based on such
review, the Servicer has fulfilled all of its obligations
under the Pooling and Servicing Agreements for 1998.
EXECUTED this 31st day of March, 1999.
/s/ JOHN D'ANGELO
------------------------------------
John D'Angelo, President
United Companies Lending Corporation
PAGE 9
EXHIBIT 28.2
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INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
United Companies Lending Corporation
We have examined management's assertion about United
Companies Lending 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 included in the accompanying management
assertion. Management is responsible for United Companies
Lending 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 United Companies Lending 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 United Companies Lending
Corporation's compliance with the minimum servicing standards.
In our opinion, management's assertion that United Companies
Lending Corporation complied with the aforementioned
minimum servicing standards as of and for the year ended
December 31, 1998 is fairly stated, in all material respects.
Deloitte & Touche LLP
March 26, 1999
PAGE 10
<PAGE>
UNITED COMPANIES LENDING CORPORATION (LETTERHEAD)
As of and for the year ended December 31, 1998, United Companies
Lending Corporation, a wholly-owned subsidiary of United Companies
Lending Group, Inc., which is a wholly owned subsidiary of United
Companies Financial 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. As of and for this same period, United
- --------------------
Companies Financial Corporation had in effect fidelity bond and
errors and omissions policies in the amounts of $10,000,000 and
$5,000,000, respectively.
/s/ DEBORAH HICKS MIDANEK 3/31/99
- ------------------------------------ -------------
Deborah Hicks Midanek Date
Chairman and Chief Executive Officer
/s/ F. WAYNE BONO 3/31/99
- ------------------------------------ -------------
F. Wayne Bono Date
Senior Vice President and
Servicing Manager
/s/ JESSE O. GRIFFIN 3/31/99
- ------------------------------------ -------------
Jesse O. Griffin Date
Sr. Vice President and Director
of Accounting Services
PAGE 9
