UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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 33-92096 ,33-80419,333-28025
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
State of Incorporation: Delaware
I.R.S. Employer Identification Number: 41-1808858
8400 Normandale Lake Blvd, Suite 600
Minneapolis, Minnesota 55437
Telephone (612) 832-7000
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 ______.
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
TABLE OF CONTENTS
Page #
PART I
Item 1. Business 2
Item 2. Properties 2
Item 3. Legal Proceedings 2
Item 4. Submission of Matters to a Vote of Security
Holders 2
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 2
Item 6. Selected Financial Data 2
Item 7. Management's Discussion & Analysis of Financial
Condition and Results of Operations 2
Item 8. Financial Statements & Supplementary Financial
Data 3
Item 9. Changes in and Disagreements with Accountants
on Accounting & Financial Disclosure 3
PART III
Item 10. Directors and Executive Officers of the
Registrant 3
Item 11. Executive Compensation 3
Item 12. Security Ownership of Certain Beneficial
Owners and 3
Item 13. Certain Relationships and Related
Transactions 3
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 4
SIGNATURES 5
EXHIBIT 6
<PAGE>
PART I
Item 1. Business
Information not provided pursuant to Exemptive Order.
Item 2. Properties
Pursuant to the Exemptive Order the Master Servicer's Annual Statement as to
Compliance, dated March 31, 1999 are filed as Exhibit 1 under Item 14(a)
hereof.
Item 3. Legal Proceedings
There are no material pending legal proceedings related to any series of
Certificates that involve the Trustee, Custodian, the Master Servicer or the
Registrant with respect to any such series.
Item 4. Submission of Matters to a Vote of Security Holders
Information not provided pursuant to Exemptive Order.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Matters
(a) There is no established public trading market for the
Certificates.
(b) At December 31, 1998, the number of holders of record of each
outstanding series of Certificates is listed in Exhibit 3 under
Item 14(a) hereof.
(c) Not applicable.
Item 6. Selected Financial Data
Information not provided pursuant to Exemptive Order.
<PAGE>
Item 7. Management's Discussion & Analysis of Financial Condition
and Results of Operations
Information not provided pursuant to Exemptive Order.
Item 8. Financial Statements & Supplementary Financial Data
See the Master Servicer's Annual Statement of Compliance that is filed as
Exhibit 1 under Item 14(a) hereof; see also report dated March 22, 1999
prepared by the Master Servicer's independent accountant, concerning the
Master Servicer's servicing activities that is filed as Exhibit 2 under Item
14(a) hereof.
Item 9. Disagreements on Accounting and Financial Disclosure
Not Applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information not provided pursuant to Exemptive Order.
Item 11. Executive Compensation
Information not provided pursuant to Exemptive Order.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
(a) Each holder of record of more than five percent (5%) of the
fractional undivided interest in a Mortgage Pool evidenced by a
series of Certificates, outstanding at December 31, 1998 is
listed in Exhibit 4 under Item 14(a) hereof.
(b) Not applicable
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions
Information not provided pursuant to Exemptive Order.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
(a) EXHIBIT #
Officers' Annual Compliance Statements 1
Residential Funding Corporation
Residential Funding Corporation Independent Auditors'
Report on the Uniform Single Audit Program for
Mortgage Bankers 2
Part II, Item 5(b) 3
Part III, Item 12(a 4
Audited Financial statements for the year ended December 31,
1998 for Ambac Financial Group, Inc. *
(b) See Item 2.
(c) Not applicable.
(d) Not applicable. No annual report or proxy material has been sent
to security holders.
- -------------------------------
* Incorporated by reference to the audited financial statements of Ambac
Financial Group, Inc. filed with the Securities and Exchange Commission on March
30, 1999 as part of its Annual Report on Form 10-K (Commission File #1-10777)
for the twelve-month period ended December 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized, on this 31st day
of March, 1999.
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
BY: s/Christopher J. Nordeen
Christopher J. Nordeen
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been executed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
s/Christopher J. Nordeen
Christopher J. Nordeen
President
March 31, 1999
s/Dennis W. Sheehan
Dennis W Sheehan
Assistant Treasurer
March 31, 1999
s/Davee Olson
Davee L. Olson
Chief Financial Officer
March 31, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized, on this 31st day
of March, 1999.
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
BY:____________________
Christopher J. Nordeen
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been executed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
-------------------------
Christopher J. Nordeen
President
March 31, 1999
------------------------
Dennis W Sheehan
Assistant Treasurer,
March 31, 1999
-----------------------
Davee L. Olson
Chief Financial Officer
March 31, 1999
<PAGE>
ITEM 14 EXHIBIT #1
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE
The undersigned, Managing Director and Director, respectively, of
Residential Funding Corporation (the "Master Servicer"), pursuant to the various
Pooling and Servicing Agreements (the "Agreements") under which RFC acts as
Master Servicer or Manager, which agreements require an annual statement of
compliance to be made to the Certificate holders by officers of the Master
Servicer, hereby certify that:
(i) a review of the activities of the Master Servicer during the preceding
calendar year and of performance under the Agreements has been made
under the undersigned officers' supervision;
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Master Servicer has fulfilled its obligations in all
material respects throughout such year;
(iii) to the best of each undersigned officers' knowledge, based on such
review, each Subservicer and Servicer has fulfilled its obligations
under its servicing agreement in all material respects; and
(iv) the Company has fully complied with the provisions of Article II of
the Pooling and Servicing Agreement.
Dated: March 31, 1999
/s/ Linda C. Simmons /s/Karen B. Gill
Linda C. Simmons Karen B.Gill
Managing Director Director
<PAGE>
ITEM 14 EXHIBIT #2
Report of Independent Accountants
March 22, 1999
To the Board of Directors and Stockholder
of Residential Funding Corporation
We have examined management's assertion about Residential Funding Corporation's
(the "Company") compliance with their minimum servicing standards in their role
as Master Servicer as of and for the year ended December 31, 1998 included in
the accompanying management assertion. Such assertions were examined relating to
those mortgage loans included in the listing of mortgage loans and series of
certificates included in the attached Exhibit 1. Our testing procedures were
applied only to the series of certificates serviced on or before September 30,
1998. Direct servicing functions are performed by various subservicers.
Management is responsible for the Company's compliance with their 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 the Company's compliance with their
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. Loans and series of certificates
subject to such procedures were selected using sampling methods, and
accordingly, we make no representation that our examination procedures were
performed on a specific loan or series of certificates as listed in the attached
Exhibit 1. We believe that our examination provides a reasonable basis for our
opinion. Our examination does not provide a legal determination on the Company's
compliance with their minimum servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
<PAGE>
PricewaterhouseCoopers LLP
March 22, 1999
Page 1
March 22, 1999
PricewaterhouseCoopers LLP
650 South Third Street
Suite 1300
Minneapolis, MN 55402
As of and for the year ended December 31, 1998, Residential Funding Corporation
("RFC") has complied in all material respects with our minimum servicing
standards set forth below for those loans serviced for others under master
servicing arrangements. Direct servicing functions are performed by various
subservicers.
Our minimum standards are:
I. CUSTODIAL BANK ACCOUNTS
A. Reconciliations shall be prepared on a monthly basis for all custodial
bank accounts and related bank clearing accounts. These reconciliations
shall:
1) Be mathematically accurate.
2) Be prepared within thirty (30) calendar days after the cutoff date.
3) Be reviewed and approved by someone other than the person who
prepared the reconciliation, and document explanation for reconciling
items.
These reconciling items shall be resolved within ninety (90) calendar
days of their original identification.
B. Each custodial and escrow account as maintained by the master servicer
and subservicer shall be maintained in an eligible account in trust for
the applicable certificateholders as prescribed by applicable pooling
and servicing agreements.
C. Funds shall be advanced by the master servicer or the subservicer, as
required by applicable pooling and servicing agreements in accordance
with the amortization schedules of each mortgage loan, or for overdrafts
in the mortgagers escrow accounts.
II. SUBSERVICER REMITTANCES
<PAGE>
PricewaterhouseCoopers LLP
March 22, 1999
Page 2
A. Remittances for mortgage payments and payoffs received from subservicers
shall be deposited into the applicable investor custodial bank account
within one business day of receipt.
B. Remittances from subservicers shall be reconciled to applicable
mortgagor records during the appropriate accounting cycle.
C. Reconciliations shall be performed monthly for each subservicer
remittance. These reconciliations shall:
1) Be mathematically accurate.
2) Be prepared within thirty (30) days after the cutoff date.
III. DISBURSEMENTS
A. Disbursements to investors shall be made in accordance with the
applicable pooling and servicing agreements and/or the prospectus
indicating how cash flows are to be allocated.
B. Amounts remitted to investors per our investor reports shall agree with
the custodial bank statements.
C. Only permitted withdrawals per the applicable pooling and servicing
agreements shall be made from the custodial accounts for
certificateholders.
D. Disbursements of investor funds from custodial accounts via wire
transfer shall be made only by authorized personnel.
IV. INVESTOR ACCOUNTING AND REPORTING
Statements to the certificateholders shall be made with each monthly
distribution in accordance with applicable pooling and servicing agreements
detailing the applicable distribution activity and effect on the unpaid
principal balance of the mortgage loans.
V. MORTGAGOR LOAN ACCOUNTTNG
Uniform Single Attestation Program reports from external subservicers will
be obtained and reviewed to provide a basis in meeting our minimum
servicing standards.
B. Mortgage loan records shall agree with, or reconcile to, the mortgage
loan records maintained by the subservicer with respect to unpaid
principal balance on a monthly basis.
VI. DELINQUENCIES
<PAGE>
PricewaterhouseCoopers LLP
March 22, 1999
Page 3
Reports from subservicers identifying delinquent loans shall be received
and reviewed monthly. Reports shall be made with each distribution to
certificateholders as to the number and aggregate principal balances of
delinquent mortgage loans, based on the most recent reports furnished by
the subservicers.
VII. INSURANCE POLICIES
As of and for this same period, RFC had in effect a fidelity bond in the
amount of $150,000,000, and an errors and omissions policy in the amount of
$60,000,000 for the first eight months of 1998 which was increased to
$100,000,000 as of September 1, 1998.
/s/ Bruce Paradis
Bruce Paradis
Managing Director/President
/s/ Davee Olson
Davee Olson
Managing Director/Chief Financial Officer
/s/ Linda Simmons
Linda Simmons
Managing Director
<PAGE>
Residential Funding Corporation
Serviced Series with Initial Cutoff Date Prior to September 30, 1998
December 31, 1998 Exhibit 1
1986 Series
1986 NY Series A 1986-12 1986-15 1986-PC-10R 1986-PC-7R 1986-PC-8R 1986-PC-9R(A)
1986-PC-9R(C) 1986-U2 1986-U5
1987 Series
1987-1 1987-3 1987-4 1987-6 1987-PC-1 1987-PC-2 1987-PC-3 1987-PC-4
1987-S1 1987-S5 1987-SA1 1987-U10 1987-U11-A 1987-U12-B 1987-U13-A 1987-U13-B
1987-U15 1987-U16 1987-U17 1987-U18 1987-U19 1987-U4 1987-U5 1987-U7 1987-U9
1987-WH1-A 1987-WH1-B 1987-WHI-C
1988 Series
1988 NY Series A 1988-3A 1988-3B 1988-3C 1988-4B 1988-SW1 1988-U1 1988-U10
1988-U2 1988-U3 1988-U4 1988-U5 1988-U8 1988-U9
1989 Series
1989-2 1989-3A 1989-3C 1989-4A 1989-4B 1989-4C 1989-4D 1989-4E
1989-5A 1989-5B 1989-7 1989-S1 1989-S4 1989-SW1A 1989-SW1A 1989-SW1B 1989-SW1B
1989-SW2 1989-U1 1989-WH1
1990 Series
1990-2
1990-3A
1990-3B
1990-3C
1990-8 1990-MS1A 1990-MS1B 1990-MS1C 1990-MS1D 1990-MS1E 1990-NY A 1990-PC1
1990-PC2 1990-PC3 1990-PC4 1990-PC5 1990-PC6 1990-PC7 1990-R16 1990-S14
1990-SW1A 1990-SW1B 1990-SW1C 1990-SW2A 1990-SW2B 1990-SW3 1990-WH1 1990-WH-2
1990-C-1A 1990-C-1B 1990-C-1C 1990-C-1D 1990-C-1E 1990-C-1G 1990-C-1H 1990-C-1I
1990-C-1J 1990-C-1K
1991 Series
1991-21A 1991-21B 1991-21C 1991-25A 1991-25B
1991-4
1991-MS1A 1991-MS1B 1991-MS1C 1991-MS2 1991-MS3A 1991-MS3B 1991-MS3C 1991-R13
1991-R14 1991-R9 1991-S11 1991-SW-1A 1991-SW-1B 1991-SW-1C 1991-SW5A 1991-SW5B
1991-WH4A 1991-WH4B
1992 Series
1992-13 1992-17A 1992-17B 1992-17C 1992-S10 1992-S11 1992-S12
1992-S14 1992-S16 1992-S18 1992-S19 1992-S2 1992-S20 1992-S21 1992-S22 1992-S23
1992-S24 1992-S25
<PAGE>
1992-S26
1992-S27
1992-S28
1992-S29
1992-S30 1992-S31 1992-S32 1992-S33 1992-S34 1992-S35 1992-S36 1992-S37 1992-S38
1992-S39 1992-S40 1992-S41 1992-S42 1992-S43 1992-S44 1992-S5 1992-S6 1992-S7
1992-S8 1992-S9 1992-SW12 1992-SW1A 1992-SW1B 1992-SW1C 1992-SW3 1992-SW4
1992-SW5 1992-SW7 1992-U10 1992-U11 1992-U2 1992-WH8 1992-J1 1992-J9 1992-J10
1993 Series
1993-1 1993-19 1993-PC11A 1993-PC11B 1993 Series (cont.) 1993-PC11C
1993-PC12 1993-PC12A 1993-PC3 1993-PC6 1993-PC7 1993-PC9A 1993-PC9B 1993-PC9C
1993-PC9D 1993-PC9F 1993-PC9G 1993-PC9H 1993-PC9I 1993-PC9J 1993-S1 1993-S10
1993-S11 1993-S12 1993-S13 1993-S14 1993-S15 1993-S16 1993-S17 1993-S18 1993-S2
1993-S20 1993-S21 1993-S22 1993-S23 1993-S24 1993-S25 1993-S26 1993-S27 1993-S28
1993-S29 1993-S3 1993-S30 1993-S31 1993-S32 1993-S33 1993-S34 1993 Series
(cont.) 1993-S35 1993-S36 1993-S37 1993-S38 1993-S39 1993-S4 1993-S40 1993-S41
1993-S42 1993-S43 1993-S44 1993-S45 1993-S46 1993-S47 1993-S48 1993-S49 1993-S5
1993-S6 1993-S7 1993-S8 1993-S9 1993-WH1 1993-WH10 1993-WH13 1993-WH13A
1993-WH14 1993-WH14A-94 1993-WH15A 1993-WH15B 1993-WH15C 1993-WH15D
1993-WH15E-94 1993-WH15F-94 1993-WH15G-94 1993-WH15H-94 1993-WH15I-94
1993-WH15J-94 1993-WH15K-94 1993-WH2 1993-WH4A 1993-WH4B 1993-WH4C 1993-WH8
1993-J1 1993-J2 1993-J3 1993-J4 1993-J5 1993-J6 1993-MZ1
1993-MZ2 1993-MZ3
1994 Series
1994-S1 1994-S10 1994-S11 1994-S12 1994-S13 1994-S14 1994-S15
1994-S16 group I 1994-S16 group II 1994-S16 group III 1994-S17 1994-S18 1994-S19
1994-S2 1994-S20 1994-S3 1994-S5 1994-S6 1994-S7 1994-S8 1994-S9 1994-WH1
1994-WH10 1994-WH11A 1994-WH11B 1994-WH12 1994-WH14 1994-WH15 1994-WH16A
1994-WH16B 1994-WH16C 1994-WH16D 1994-WH17 1994-WH18
1994-WH2 1994-WH20 1994-WH21A 1994-WH21B 1994-WH22 1994-WH23 1994-WH3 1994-WH4A
1994-WH4B 1994-WH4C 1994-WH4D 1994-WH4E 1994-WH4F 1994-WH5 1994-WH8 1994-WH9
1994-MZ1 1994-RS4
1995 Series
1995-1 1995-HWH1 1995-HWH2 1995-HWH3 1995-HWH4 1995-HWH5 1995-K1
1995-KS1 1995-KS2 1995-KS3 group I 1995-KS3 group II 1995-KS4 1995-Q1 1995-QS1
1995-S1 1995-S10 1995-S11 1995-S12 1995-S13 1995-S14
1995-S15 1995-S16 1995-S17 1995-S18 1995-S19 1995-S2 1995-S21 1995-S3 1995-S4
1995-S6 1995-S7 1995-S8 1995-S9 1995-WH1 1995-WH10 1995-WH11 1995-WH12 1995-WH13
1995-WH14 1995-WH15 1995-WH16 1995-WH17 1995-WH18 1995-WH19 1995-WH2 1995-WH20
1995-WH21 1995-WH22A 1995-WH22B 1995-WH23 1995-WH3 1995-WH4 1995-WH5 1995-WH7
1995-WH8 1995-WH9 1995-J1 1995-J2 1995-J4
1996 Series
1996-HS1 1996-HS2 1996-HS3 1996-KS1 1996-KS2 1996-KS3
1996-KS4group I
1996-KS4group II
1996-KS5 1996-QS1 group I 1996-QS1 group II 1996-QS2 1996-QS3 group I 1996-QS3
group II 1996-QS4 group I 1996-QS4 group II 1996-QS5group I 1996-QS5group II
1996-QS6 1996-QS7 group I 1996-QS7-group II 1996-QS8 1996-RHS4 1996-S1 1996-S10
1996-S11 1996-S12 1996-S13 1996-S14 1996-S15 1996-S16 1996-S17 1996-S18 1996-S19
1996-S2 1996-S20 1996-S21 1996-S22 1996-S23 1996-S24 1996-S25 1996-S3
1996-S4 1996-S5 1996-S6 1996-S7 1996-S8 1996-S9 1996-SW1
1996-SWC-E 1996-WH10 1996-WH11 1996-WH12 1996-WH14 1996-WH15A 1996-WH15B
1996-WH15C 1996-WH16 1996-WH17 1996-WH18 1996-WH18 1996-WH19 1996-WH1A 1996-WH1B
1996-WH2 1996-WH3 1996-WH4 1996-WH4B 1996-WH4C 1996-WH4D 1996-WH4E 1996-WH4F
1996-WH4G group I 1996-WH4G group II 1996-WH4H group I 1996-WH4H group II
1996-WH4I group I 1996-WH4I group II 1996-WH4J group I 1996-WH4J group II
1996-WH5 1996-WH6 1996-WH7 1996-WH9
1997 Series
1997-GMACM4 1997-HI1 1997-HI3
1997-HS2 1997-HS5 1997-HWH1 1997-KS1 group I 1997-KS1 group II 1997-KS2 group I
1997-KS2 group II 1997-KS3 group I 1997-KS3 group IIa 1997-KS3 group IIb
1997-KS4 group I 1997-KS4 group II 1997-NPC1 1997-NWH1 1997-NWH2 1997-NWH3
1997-NWH4 1997-NWH5 1997-NWH6 1997-NWH7 1997-NWH8 1997-QPCR1 group I 1997-QPCR1
group II 1997-QPCR2 group I 1997-QPCR2 group II 1997-QPCR2 group III 1997-QPCR3
1997-QS1 1997-QS10 1997-QS11 1997-QS12 1997-QS13 1997-QS2 1997-QS3 1997-QS4
1997-QS5 1997-QS6 1997-QS7 1997-QS8 1997-QS9 1997-QWH1
1997-S1 1997-S10 1997-S11 1997-S12 1997-S13
Residential Funding Corporation
Serviced Series with Initial Cutoff Date Prior to September 30, 1998
1997-S14 1997-S15 1997-S16 1997-S17 1997-S18 1997-S2 1997-S3 1997-S4 1997-S5
1997-S6 1997-S7 1997-S8 1997-S9 1997-S19 1997-S20 1997-S21 1997-WH10 1997-WH11
1997-WH12gr1
1997-WH12gr2
1997-WH13
1997-WH15
1997-WH1A
1997-WH1B group I 1997-WH1B group II 1997-WH1C group I 1997-WH1D group I
1997-WH1D group II 1997-WH1E group I 1997-WH1E group II 1997-WH1F group I
1997-WH1F group III 1997-WH1G group I 1997-WH1G group III 1997-WH1I group I
1997-WH1I group II 1997-WH1I group III 1997-WH1J group I
1997-WH1J group II 1997-WH1J group III
1997-WH1K group 1997-WH1K group II 1997-WH3 1997-WH4 1997-WH5 1997-WH6 1997-WH7
1997-WH8 group I 1997-WH8 group II 1997-WH9 1997-WH1F group II 1997-WH1G group
II 1997-WH1H group I 1997-WH1H group II 1997-WH1H group III
1998 Series
1998-HI2 1998-HS1 1998-HS3 1998-KS1 1998-KS2 1998-KS3 1998-NS1
1998-QS1 1998-QS2 1998-QS3 1998-QS4 1998-QS5 1998-QS6 1998-QS7 1998-QS8 1998-QS9
1998-QS10 1998-QS11 1998-QS12 1998-QS13
1998-S1 1998-S2 1998-S3 1998-S4 1998-S5 1998-S6 1998-S7 1998-S8 1998-S9
1998-S10 1998-S12 1998-S13 1998-S14 1998-S15 1998-S16 1998-S17 1998-S18
1998-S19 1998-S20 1998-S21 1998-S22
Loans Serviced for Others:
Citizens Thrift & Loan Association
Pool 5001
Liberty Lending Services, Inc.
Pool 5900
Metropolitan Bank
Pool 5901
Owensboro National Bank
Pool 5002
U.S. Mortgage
Pool 5005
Argo Federal Savings Bank
Pools 5000 and 5004
<PAGE>
ITEM 14 EXHIBIT #3
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. Page 1
FORM 10-K
PART IV, Item 5(b)
EXHIBIT #4 Properties. 03/11/99
Mortgage Pool Number of Holders of Record
1995-1 5
1996-HS2 9
1997-HS5 27
<PAGE>
ITEM 14 EXHIBIT #4
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. Page 1
03/11/99
Series
Class Holder Name and Address Face Amount Percent
AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA
1995-1 LW-LP INC 9,900,000.00 6.8362
RESID C/O NP INVESTMENT I COMPANY
1201 ELM STREET
SUITE 5400
DALLAS, TX 75270
1995-1 CEDE & CO 128,078,000.00 88.4407
TERM C/O THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10041
1996-HS2 CEDE & CO 26,500,000.00 20.5380
A-4 C/O THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10041
1996-HS2 CEDE & CO 9,374,000.00 7.2650
A-5 C/O THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10041
1996-HS2 CEDE & CO 12,341,000.00 9.5645
A-6 C/O THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10041
1996-HS2 CEDE & CO 20,152,179.00 15.6183
A-L C/O THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10041
1996-HS2 HARE & CO 58,661,897.00 45.4641
IO C/O THE BANK OF NEW YORK
P O BOX 11203
NEW YORK, NY 10286
1997-HS5 CEDE & CO 55,800,000.00 29.1971
A-3 C/O DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10274
1997-HS5 CEDE & CO 10,600,000.00 5.5464
A-4 C/O DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10274
1997-HS5 CEDE & CO 18,100,000.00 9.4708
A-5 C/O DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10274
1997-HS5 CEDE & CO 18,778,000.00 9.8255
A-7 C/O DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10274
1997-HS5 CEDE & CO 20,288,000.00 10.6156
A-L1 C/O DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10274
1997-HS5 CEDE & CO 20,288,000.00 10.6156
IO C/O DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NY 10274
1997-HS5 MORGAN STANLEY & CO INCORPORATED 9,593,000.00 5.0195
M-1 ONE PIERREPONT PLAZA
7TH FLOOR
BROOKLYN, NY 11201
<PAGE>
