-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNzXgfTMeTrguBe9YCs/yUNS/QVaTd0wF1K/5NmI4ioAAWwRNRE2hBJAqvS65Mpk sBU7C+u/1lJ3iH8F8CxjAw== 0001019687-99-000121.txt : 19990322 0001019687-99-000121.hdr.sgml : 19990322 ACCESSION NUMBER: 0001019687-99-000121 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST ALLIANCE MORTGAGE LOAN TRUST 1998-2 CENTRAL INDEX KEY: 0001065411 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 952944875 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-44585-03 FILM NUMBER: 99568375 BUSINESS ADDRESS: STREET 1: 17305 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9492248500 MAIL ADDRESS: STREET 1: 17305 VON KAMAN AVENUE CITY: IRVINE STATE: CA ZIP: 92614 10-K 1 LOAN TRUST 1998-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission File number 333-44585-03 First Alliance Mortgage Loan Trust 1998-2 Delaware 13-4018095 (State of other jurisdiction (I.R.S. Employer of Identification No.) incorporation or organization) First Alliance Mortgage Loan Trust 1998-2 C/O Wilmington Trust Company, as Owner Trustee Rodney Square North 1100 North Market Street Wilmington, DW 19890 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (302) 651-8775 Securities registered pursuant to Section 12(b) of the Act: None None (Title of each class) (Name of each exchange on which registered) None (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 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 No X. * 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 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. Number of shares of common stock outstanding as of December 31, 1998. Not applicable. Documents Incorporated by Reference. Not applicable. * All filings required have been made, several of which have been filed late. Index Part I Item 1 - BUSINESS Item 2 - PROPERTIES Item 3 - LEGAL PROCEEDINGS Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Part II Item 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS Item 6 - SELECTED FINANCIAL DATA Item 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 7A - QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Part III Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Item 11 - EXECUTIVE COMPENSATION Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Part IV Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K SIGNATURES INDEX TO EXHIBITS Exhibit 99.1 Exhibit 99.2 Exhibit 99.3 PART I ITEM 1 - BUSINESS Not Applicable. ITEM 2 - PROPERTIES Not Applicable. ITEM 3 - LEGAL PROCEEDINGS First Alliance Mortgage Company ("First Alliance")is not aware of any material pending legal proceedings involving either the First Alliance Mortgage Loan Trust 1998-2 (the "Trust") established pursuant to the Trust Agreement dated as of June 1, 1998 between First Alliance, as Seller and Wilmington Trust Company as Owner Trustee. 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 REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS To the best knowledge of First Alliance, there is no established public trading market for any beneficial interests in the Trust. The Notes issued by the Trust are held by the Depository Trust Company ("DTC") which in turn maintains records of holders of beneficial interests in such Notes. Based on information obtained from DTC, as of December 31, 1998, there were 5 holders of the Fixed Rate Notes and 1 holder of the Variable Rate Notes. ITEM 6 - SELECTED FINANCIAL DATA Not applicable. ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 $240,771. 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 the Notes issued by the Trust; (ii) the principal amount of the Notes owned by each and(iii) the percent that the principal amount of the Notes owned by such entity represents of the outstanding principal amount of the Notes. The information set forth in the table for the Notes is based upon information obtained from DTC and represents ownership of beneficial interests in the Notes held by DTC. First Alliance is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes. Amount Owned ------------ All Dollar Amounts ------------------ Are in Thousands ---------------- Name and Address Class Principal Percent - ---------------- ----- --------- ------- Bank of New York (The) Fixed $16,000,000 23% 925 Patterson Plank Road Secaucus, NJ 07094 Chase Manhattan Bank Fixed $7,000,000 10% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004 Bankers Trust Company Fixed $7,000,000 10% First Union Capital Market Clearance 16th Wall Street 5th Floor New York, NY 10005 Citibank, N.A. Fixed $37,000,000 53% P.O. Box 30576 Tampa, FL 33630-3576 Chase Manhattan Bank Variable $30,000,000 100% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004 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 - First Alliance Mortgage Company 99.2 Annual Report of Independent Accountants with respect to the Servicer's overall servicing operations - Deloitte & Touche LLP 99.3 Annual Compilation of Monthly Trustee's Statements (b) Reports on Form 8-K. Reports on Form 8-K have been filed by the Issuer during the period covered by this report. Date of Reports on Items Reported/Financial Form 8-K Statements Filed August 20, 1998 Trustee's Monthly Report for the July Monthly Period. September 17, 1998 Trustee's Monthly Report for the August Monthly Period. October 20, 1998 Trustee's Monthly Report for the September Monthly Period. November 19, 1998 Trustee's Monthly Report for the October Monthly Period. December 21, 1998 Trustee's Monthly Report for the November Monthly Period. March 18, 1999 Trustee's Monthly Report for the December Monthly Period. SIGNATURES Pursuant to the requirements of Section 13 and 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, thereunto duly authorized. FIRST ALLIANCE MORTGAGE COMPANY on behalf of First Alliance Mortgage Loan Trust 1998-2 By: /s/ Francisco Nebot --------------------------------------- Name: Francisco Nebot Title: Executive Vice President and Chief Financial Officer Date: March 18, 1999 INDEX TO EXHIBITS Item 14(C) Exhibit No. Description 99.1 Statement of Compliance of the Servicer - First Alliance Mortgage Company 99.2 Annual Report of Independent Accountants with respect to the Servicers' overall servicing operations - Deloitte & Touche LLP 99.3 Annual Compilation of Monthly Trustee's Statements EX-99.1 2 OFFICERS CERTIFICATE OF COMPLIANCE Exhibit 99.1 FIRST ALLIANCE MORTGAGE LOAN TRUST 1998-2 OFFICER'S CERTIFICATE OF COMPLIANCE Pursuant to the terms of the Sale and Servicing Agreement dated as of June 1, 1998 among First Alliance Mortgage Company as Seller and Servicer, the First Alliance Mortgage Loan Trust 1998-2, as Issuer and The Chase Manhattan Bank as Indenture Trustee, I have reviewed the activities of the Servicer during the year ended December 31, 1998. I have also reviewed its performance under the Sale and Servicing Agreement and to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period. By: /s/ Brian Chisick --------------------------- Name: Brian Chisick Title: President and Chief Executive Officer EX-99.2 3 INDEPENDENT AUDITORS REPORT Exhibit 99.2 Deloitte & Touche LLP Suite 1200 Telephone: (714) 436-7100 695 Town Center Drive Facsimile: (714) 436-7200 Costa Mesa, California 92626-1924 INDEPENDENT AUDITORS' REPORT We have examined management's assertion about First Alliance Mortgage Company'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 First Alliance Mortgage Company'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 First Alliance Mortgage Company'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 First Alliance Mortgage Company's compliance with the minimum servicing standards. In our opinion, management's assertion that First Alliance Mortgage Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all respects. \s\ Deloitte & Touche LLP Costa Mesa, CA January 25, 1999 EX-99.3 4 DISTRIBUTION DOLLARS Exhibit 99.3 First Alliance Mortgage Loan Trust Mortgage Loan Asset Backed Notes Series 1998-2 1998 - Annual Statement DISTRIBUTION DOLLARS ENDING PERIOD CLASS CUST INTEREST PRINCIPAL BALANCE 199807 FIXED NOTE $380,333.33 $750,275.30 $69,249,724.70 199808 FIXED NOTE $376,256.84 $1,553,660.03 $67,696,064.67 199809 FIXED NOTE $367,815.28 $1,056,071.85 $66,639,992.82 199810 FIXED NOTE $362,077.29 $1,739,275.05 $64,900,717.77 199811 FIXED NOTE $352,627.23 $1,644,605.74 $63,256,112.03 199812 FIXED NOTE $343,691.54 $1,892,841.30 $61,363,270.73 Total by Class $2,182,801.51 $8,636,729.27 PERIOD CLASS CUST INTEREST PRINCIPAL BALANCE 199807 ARMS NOTE $116,325.00 $628,419.34 $29,371,580.66 199808 ARMS NOTE $147,105.73 $251,810.45 $29,119,770.21 199809 ARMS NOTE $150,347.06 $277,419.09 $28,842,351.12 199810 ARMS NOTE $134,409.36 $454,875.65 $28,387,475.47 199811 ARMS NOTE $131,681.05 $1,165,942.13 $27,221,533.34 199812 ARMS NOTE $122,382.83 $3,547,181.68 $23,674,351.66 Total by Class $802,251.03 $6,325,648.34 Total Class R Certificates: $162,543.01 Factor Information Per $1,000 PRINCIPAL INTEREST ENDING NOTE INIT NOTE CURR NOTE CLASS DISTRIBUTION DISTRIBUTION BALANCE RATE RATE FIXED NOTE 123.38184671 31.18287871 876.61815329 6.52000% 6.52000% ARMS NOTE 210.85494466 26.74170100 789.14505533 5.81625% 5.22094% Per $1,000 NOTE DISTRIBUTION: $17,947,430.15 179.47 SCHEDULED PRINCIPAL: $401,101.51 PREPAYMENTS & PREFUNDING ACT. REMAINDER: $13,472,725.64 SUBORDINATION INCREASE: $1,088,550.46 -------------- TOTAL PRINCIPAL DISTRIBUTION: $14,962,377.61 149.62 TOTAL INTEREST DISTRIBUTION: $2,985,052.54 INSURED PAYMENT FIXED RATE NOTE: 0.00 ADJUSTABLE RATE NOTE: 0.00 LOAN PURCHASE PRICES FIXED RATE NOTE: $1,007,037.53 ADJUSTABLE RATE NOTE: $3,741,806.56 SUBSTITUTION AMOUNTS FIXED RATE NOTE: 0.00 ADJUSTABLE RATE NOTE: 0.00 SUBORDINATION REDUCTION AMOUNT FIXED RATE NOTE: 0.00 ADJUSTABLE RATE NOTE: 0.00 CURRENT REALIZED LOSSES FIXED RATE NOTE: 0.00 ADJUSTABLE RATE NOTE: 0.00 CUMULATIVE REALIZED LOSSES FIXED RATE NOTE: 0.00 ADJUSTABLE RATE NOTE: 0.00 FIXED RATE NOTE NUMBER LOAN BALANCE - --------------- ------ ------------ LOANS BOUGHT BACK PURSUANT TO SECTION 2.4 CURRENT: 0 0.00 CUMULATIVE: 0 0.00 LOANS BOUGHT BACK PURSUANT TO SECTION 2.6 CURRENT: 0 0.00 CUMULATIVE: 0 0.00 LOANS BOUGHT BACK PURSUANT TO SECTION 4.10 CURRENT: 0 0.00 CUMULATIVE: 0 0.00 ADJUSTABLE RATE NOTE NUMBER LOAN BALANCE - -------------------- ------ ------------ LOANS BOUGHT BACK PURSUANT TO SECTION 2.4 CURRENT: 0 0.00 CUMULATIVE: 0 0.00 LOANS BOUGHT BACK PURSUANT TO SECTION 2.6 CURRENT: 0 0.00 CUMULATIVE: 0 0.00 LOANS BOUGHT BACK PURSUANT TO SECTION 4.10 CURRENT: 0 0.00 CUMULATIVE: 0 0.00 AVAILABLE FUNDS CAP CARRY-FORWARD AMOUNT: 0.00 DELINQUENT MORTGAGE LOANS(includes loans in foreclosure and bankruptcy): FIXED RATE NOTE AGGREGATE CATEGORY NUMBER LOAN BALANCE PERCENTAGE 30-59 DAYS 13 $1,246,155.27 2.01% 60-89 DAYS 8 $619,726.11 1.00% 90+ DAYS 5 $492,670.06 0.79% ADJUSTABLE RATE NOTE AGGREGATE CATEGORY NUMBER LOAN BALANCE PERCENTAGE 30-59 DAYS 4 $537,660.49 2.23% 60-89 DAYS 5 $411,996.26 1.71% 90+ DAYS 5 $417,648.87 1.74% LOANS IN FORECLOSURE(included in delinquencies above): FIXED RATE NOTE AGGREGATE NUMBER LOAN BALANCE PERCENTAGE 22 $2,039,675.38 3.29% ADJUSTABLE RATE NOTE AGGREGATE NUMBER LOAN BALANCE PERCENTAGE 11 $946,377.78 3.93% LOANS IN BANKRUPTCY(included in delinquencies above): FIXED RATE NOTE AGGREGATE NUMBER LOAN BALANCE PERCENTAGE 2 $139,181.40 0.22% ADJUSTABLE RATE NOTE AGGREGATE NUMBER LOAN BALANCE PERCENTAGE 0 $0.00 0.00% REO PROPERTIES(included in delinquencies above): FIXED RATE NOTE AGGREGATE NUMBER LOAN BALANCE PERCENTAGE 0 $0.00 0.00% ADJUSTABLE RATE NOTE AGGREGATE NUMBER LOAN BALANCE PERCENTAGE 0 $0.00 0.00% ENDING AGGREGATE LOAN BALANCE FIXED RATE NOTE: $62,063,270.73 ADJUSTABLE RATE NOTE: $24,063,950.80 BOOK VALUE OF REO PROPERTY: FIXED RATE NOTE: 0.00 ADJUSTABLE RATE NOTE: 0.00 -----END PRIVACY-ENHANCED MESSAGE-----