SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(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
For the transition period from __________ to __________.
Commission File number 33-339505
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ContiMortgage Home Equity Loan Trust 1998-4
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
16-1547407
10-1547408
New York 16-1547409
- ------------------------------------------------- ----------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Manufacturers and Traders Trust Company
Corporate Trust Department
One M&T Plaza
Buffalo, New York 14240-2599
- ---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 842-5589
---------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
None None
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Securities registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of class)
Indicated by check mark whether the registrant (1) has filed all reports
required to be file 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 (e 229.405 of this chapter) 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 registrant. The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of specified date within 60 days prior to the date of
filing:
Not Applicable
Documents Incorporated by Reference:
None
<PAGE>
CONTIMORTGAGE HOME EQUITY LOAN TRUST 1998-4
INDEX
Page
PART 1 ................................................................... 3
ITEM 1 - Business..................................................... 3
ITEM 2 - Properties................................................... 3
ITEM 3 - Legal Proceedings............................................ 3
ITEM 4 - Submission of Matters to a Vote of Security Holders.......... 3
PART II .................................................................. 3
ITEM 5 - Market for Registrant's Common Stock and
Related Stockholder Matters.................................. 3
ITEM 6 - Selected Financial Data...................................... 3
ITEM 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations ............... 4
ITEM 7A - Quantitative and Qualitative Disclosures about Market Risk... 4
ITEM 8 - Financial Statements and Supplementary Data.................. 4
ITEM 9 - Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure....................... 4
PART III................................................................... 4
ITEM 10 - Directors and Executive Officers of the Registrant........... 4
ITEM 11 - Executive Compensation....................................... 4
ITEM 12 - Security Ownership of Certain Beneficial
Owners and Management........................................ 4
ITEM 13 - Certain Relationships and Related Transactions............... 12
PART IV .................................................................. 12
ITEM 14 - Exhibits, Financial Statement Schedules and
Reports on Form 8-K......................................... 12
SIGNATURES ............................................................. 14
INDEX TO EXHIBITS ........................................................ 15
-1-
<PAGE>
PART I
ITEM 1 - Business
Not Applicable.
ITEM 2 - Properties
Not Applicable.
ITEM 3 - Legal Proceedings
The Depositor is not aware of any material pending legal proceedings
involving either the ContiMortgage Home Equity Loan Trust 1998-4 (the "Trust")
established pursuant to the Pooling and Servicing Agreement (the "Agreement")
dated December 1, 1998, among Manufacturers and Traders Trust Company, as
trustee (the "Trustee"), ContiSecurities Asset Funding Corp., as depositor (the
"Depositor") and ContiMortgage Corporation, as servicer (the "Servicer"), the
Trustee, the Depositor or the Servicer which relates to the Trust.
ITEM 4 - Submission of Matters to a Vote of Security Holders
No matter has been submitted to a vote of the holders of beneficial
interests in the Trust through the solicitation of proxies or otherwise.
PART II
ITEM 5 - Market for Registrants Common Stock and Related Stockholders
To the best knowledge of the Depositor, there is no established public
trading market for any beneficial interests in the Trust.
All of the Class A-Certificates, and Class B Certificates, issued by the
Trust are held by the Depository Trust Company ("DTC") which in turn maintains
records of holders of beneficial interests in such Certificates. Based on
information obtained by the Trust from DTC, as of March 4, 1999, there were
holders of the Class A Certificates, and holders of the Class B Certificates.,
ITEM 6 - Selected Financial Data
Not applicable.
-2-
<PAGE>
ITEM 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not applicable.
ITEM 7A - Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
ITEM 8 - Financial Statements and Supplementary Data
In addition to the information included in the Annual Compilation of
Monthly Trustee's Statements attached as Exhibit 99.3 hereto, the gross
servicing compensation paid to the Servicer for the year ended December 31, 1998
was $.
ITEM 9 - Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no changes of accountants or disagreements on accounting or
financial disclosures between the Issuer and its accountants.
PART III
ITEM 10 - Directors and Executive Officers of the Registrant
Not applicable.
ITEM 11 - Executive Compensation
Not applicable.
ITEM 12 - Security Ownership of Certain Beneficial Owners and Management
The following table sets forth (i) the name and address of each entity
owning more than 5% of the outstanding principal amount of each Class of
Certificates of the Trust; (ii) the principal amount of the Class of
Certificates owned by each and (iii) the percent that the principal amount of
the Class of Certificates owned by such entity represents of the outstanding
principal amount of such Class of Certificates. The information set forth in the
table for the Certificates is based upon information obtained by the Trust from
DTC and represents ownership of beneficial interest in the Certificates held by
DTC. The Depositor is not aware of any Schedules 13D or 13G filed with the
Securities and Exchange Commission in respect of the Certificates.
-3-
<PAGE>
Amount Owned
------------
Name and Address All Dollar Amounts Are in Thousands
---------------- -----------------------------------
Principal Percent
--------- -------
Class A - Certificates
Freddie Mac $995,572 100%
8700 Jones Branch Drive
McLean, Virginia 22102
-4-
<PAGE>
ITEM 13 - Certain Relationships and Related Transactions
None
PART IV
ITEM 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Exhibit No. Description
----------- -----------
99.1 Statement of Compliance of the
Servicer.
99.2 Annual Report of Independent Accountants
with respect to the Servicer's overall
servicing operations.
99.3 Annual compilation of Monthly
Trustee's Statement.
-5-
<PAGE>
b) Reports on Form 8-K.
1 reports on Form 8-K has been filed by the Issuer during the period covered by
this report.
Items Reported/Financial
Date of Report on Form 8-K Statements Filed
January 15, 1999 Trustee's Monthly Report for the
December Monthly Period.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Depositor has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
By: CONTISECURITIES ASSET FUNDING CORP.,
AS DEPOSITOR
By: /s/ Peter Abeles
--------------------------------------
Name: Peter Abeles
Title: President
By: /s/ Robert Riedl
--------------------------------------
Name: Robert Riedl
Title: Vice President, Secretary & Treasurer
Date: March 31, 1999
-7-
<PAGE>
INDEX TO EXHIBITS
Item 14(a)3.
Exhibit No. Description
99.1 Statement of Compliance of the Servicer.
99.2 Annual Report of Independent Accountants with respect to
the Servicer's overall servicing operations.
99.3 Annual compilation of Monthly Trustee's Statement.
-8-
[LETTERHEAD OF CONTIMORTGAGE CORPORATION]
March 12, 1999
Arthur Andersen, LLP
1345 Avenue of the America
New York, NY 10105
Dear Sirs:
As of and for the year ended December 31, 1998, ContiMortgage Corporation has
complied with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of December 31,1998 ContiMortgage Corporation had in effect fidelity
bond and errors and omissions policy in the amounts of $14,000,000 and
$6,000,000, respectively.
/s/ Margaret M. Curry /s/ William P. Higgins
- ------------------------------ -------------------------------
Margaret M.Curry William P. Higgins
Sr. Vice President - Servicing Vice President and Controller
March 12, 1999 March 12, 1999
-9-
Exhibit 99.2
CONTIMORTGAGE CORPORATION
UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS
FOR THE YEAR ENDED DECEMBER 31, 1998
TOGETHER WITH AUDITORS' REPORT
-10-
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of ContiMortgage Corporation:
We have examined management's assertion about ContiMortgage 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") and that ContiMortgage Corporation had in effect a fidelity
bond and errors and omissions policy in the amount of $14,000,000 and $6,000,000
as of December 31, 1998, included in the accompanying management assertion.
Management is responsible for ContiMortgage Corporation's compliance with those
minimum servicing standards and for maintaining a fidelity bond and errors and
omissions policy. Our responsibility is to express an opinion on management's
assertion about the entity's compliance with the minimum servicing standards and
maintenance of a fidelity bond and errors and omissions policy 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 ContiMortgage 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 ContiMortgage Corporation's compliance with
the minimum servicing standards.
In our opinion, management's assertion that ContiMortgage Corporation complied
with the aforementioned minimum servicing standards and that ContiMortgage
Corporation had in effect a fidelity bond and errors and omissions policy in the
amount of $14,000,000 and $6,000,000 as of December 31, 1998, is fairly stated,
in all material respects.
/s/ Arthur Andersen LLP
New York, New York
March 12, 1999
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ContiMortgage Corporation
Home Equity Loan Pass-Through Certificates
Series 1998-4
Distribution Period: 15-Jan-99
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Original Beginning Ending
Certificate Certificate Principal Interest Total Certificate
CUSIP Class Face Value Balance Distribution Distribution Distribution Balance
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
21075WJR7 A 1,000,000,000.00 1,000,000,000.00 4,427,387.38 4,098,472.22 8,525,859.60 995,572,612.62
21075WJS5 B 49,318,000.00 49,318,000.00 0.00 277,749.39 277,749.39 49,318,000.00
R 0.00 0.00 0.00 2,172,194.22 2,172,194.22 0.00
- ---------------------------------------------------------------------------------------------------------------------------------
Total 1,049,318,000.00 1,049,318,000.00 4,427,387.38 6,548,415.83 10,975,803.21 1,044,890,612.62
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
AMOUNTS PER $1,000 UNIT PASS THROUGH RATES
-----------------------------------------------------------------------------------------------------------------
Ending
Principal Interest Total Certificate Current Pass
CUSIP Class Distribution Distribution Distribution Balance Class Thru Rate
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
21075WJR7 A 4.42738738 4.09847222 8.52585960 995.57261262 A 6.41500%
21075WJS5 B 0.00000000 5.63180563 5.63180563 1,000.00000000 B 8.81500%
----------------------------------------------------------------------------------
Total 4.21929995 4.17053897 8.38983891 995.78070005
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PLEASE DIRECT ANY QUESTIONS OR COMMENTS TO THE FOLLOWING ADMINISTRATOR:
Neil Witoff
M & T Corporate Trust Department
One M & T Plaza-7th Floor
Buffalo, NY 14240
Page 1
<PAGE>
ContiMortgage Corporation
Home Equity Loan Pass-Through Certificates
Series 1998-4
Distribution Period: 15-Jan-99
<TABLE>
<CAPTION>
<S> <C> <C>
SEC. 7.09 (a) (ii) Scheduled Principal Received 568,351.38
Prepayments (incl. Curtailments) 3,557,075.97
Purchased Principal 222,875.00
Liquidation Proceeds applied to principal 80,379.80
Realized Loss of Principal 0.00
Realized Loss of Interest 319.51
Extra Principal Distribution / (OC Reduction) (1,294.77)
SEC. 7.09 (a) (iv) Total Certificate Interest Carry-Forward Amount 0.00
Class A Interest Carry-Forward Amount 0.00
Class B Interest Carry-Forward Amount 0.00
SEC. 7.09 (a) (vi) Outstanding Loan Balance: 1,044,890,612.62
SEC. 7.09 (a) (vii) Code Section 6049(d)(7)(C) Information-Required Market Discount Information Provided at Calendar Year End.
SEC. 7.09 (a) (viii) Loan Purchase Prices 224,364.65
Substitution Amounts 0.00
SEC. 7.09 (a) (ix) Weighted Average Coupon 10.40582%
SEC. 7.09 (a) (xi) Weighted Average Remaining Term to Maturity 269
SEC. 7.09 (a) (xii) Delinquency Trigger Event Occurrence NO
Cumulative Realized Loss Trigger Event Occurrence NO
Cumulative Realized Loss Termination Trigger Occurrence NO
SEC. 7.09 (a) (xiii) Class A Enhancement Percentage 4.7199%
Targeted Overcollateralization Amount 0.00
Overcollateralization Amount 0.00
Class A Optimal Balance 995,572,612.62
Class B Optimal Balance 49,318,000.00
SEC. 7.09 (a) (xiv) Class B Applied Realized Loss Amount 0.00
Class B Realized Loss Amortization Amount 0.00
Unpaid Class B Realized Loss Amount 0.00
SEC. 7.09 (a) (xv) Class B Available Funds Cap 9.79900%
SEC. 7.09 (a) (xvi) Insured Payment 0.00
SEC. 7.09 (a) (xvii) Reimbursement Amount Paid 0.00
Remaining Reimbursement Amount Unpaid 0.00
SEC. 7.09 (a) (xix) Largest Home Equity Loan Balance Outstanding 273,835.67
<CAPTION>
---------------------------------------------------------------------------------
SEC. 7.09 (b) (i) Delinquencies(1) Period Number Percentage Prin. Balance Percentage
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
30-59 Days 151 0.92843% 8,240,170.81 0.78862%
60-89 Days 43 0.26439% 2,577,370.86 0.24666%
90+ Days 15 0.09223% 722,995.74 0.06919%
-----------------------------------------------------------------------------
Total 16,264 100.00000% 1,044,890,612.62 100.00000%
---------------------------------------------------------------------------------
</TABLE>
(1) Includes Bankruptcies, Foreclosures and REOs ;Based on loan count and
balance.
<TABLE>
<CAPTION>
<S> <C> <C>
SEC. 7.09 (b) (ii) Loans in Foreclosure (LIF): Count 7
Loans in Foreclosure (LIF): Balance 311,200.00
SEC. 7.09(b)(iii) Loans in Bankruptcy: Count 6
Loans in Bankruptcy: Balance 455,899.65
SEC. 7.09 (b) (iv&v) REO Properties: Count 0
REO Properties: Balance 0.00
SEC. 7.09 (b) (vi) Cumulative Realized Losses 319.51
SEC. 7.09 (b) (vii) Loan Balance of 60+ Day Delinquent Loans 3,300,366.60
SEC. 7.09 (b) (viii) Three Month Rolling Average of 60+ Day Delinquency Rate 0.10529%
Delinquency Trigger Event Occurrence NO
Cumulative Realized Loss Trigger Event Occurrence NO
SEC. 7.09 (b) (ix) Optional Buyout Loans 0.00
</TABLE>
Page 2
ContiMortgage Corporation
Home Equity Loan Pass-Through Certificates
Series 1998-4
Distribution Period: 15-Jan-99
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Collections Invest. Income Total
SEC. 7.08(b)(i) Amount on Deposit in the Certificate Account 11,069,208.90 0.00 11,069,208.90
SEC. 7.08(b)(ii)&(iv) Amount Due Amount Paid
---------- -----------
Class A Allocation 8,525,859.60 8,525,859.60
Class B Allocation 277,749.39 277,749.39
SEC. 7.08(b)(iii) Insured Payment made by the Certificate Insurer 0.00
<CAPTION>
SEC. 7.08(b)(v) Beginning Principal Ending
Class Balance Distribution Balance
-------------------------------------------------------------------
<S> <C> <C> <C>
A 1,000,000,000.00 4,427,387.38 995,572,612.62
B 49,318,000.00 0.00 49,318,000.00
SEC. 7.08(b)(vi) Current Period Realized Losses (Recoveries) 319.51
Cumulative Realized Losses 319.51
SEC. 7.08(b)(vii) Loan Balance of 60+ Day Delinquent Loans 3,300,366.60
Three-Month Rolling Average of 60+ Day Delinquency Rate 0.10529%
</TABLE>
<PAGE>
ContiMortgage Corporation
Home Equity Loan Pass-Through Certificates
Series 1998-4
Insurer's Report
Distribution Period: 15-Jan-99
* Monthly Excess Cash Flow Amount 2,170,899.45
* Premium paid from cash flow(1) 91,261.00
* Truste Fee paid from cash flow(1) 2,144.69
* Interest Collected on Mortgage
Loans (net of Service Fee) 6,640,526.75
* Current Period Realized Losses:
Principal 0.00
Interest 319.51
(1) Allocated based upon the related Certificate Balances.
