Item 1. Business -------- Not applicable.
Item 2.
Item 2. Properties ---------- Registrant refers to the annual statement as to compliance (the "Annual Statement of Compliance") filed under Item 14 hereof.
Item 3.
Item 3. Legal Proceedings ------------------ There are no material pending legal proceedings with respect to the Series EQCC Home Equity Loan Trust 1998-1, Series EQCC Home Equity Loan Trust 1998-2, Series EQCC Home Equity Loan Trust 1998-3, or Series EQCC Home Equity Loan Trust 1998-4 (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.
Item 4. Submission of Matters to a Vote of Security Holders ----------------------------------------------------------- None.
PART II - --------
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder ------------------------------------------------------------------- Matters. At December 31, 1998 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, Class A-IO, and Class A-1A Certificates for the 1998-1 Trust were 15,12,17,30,8,9,3,5 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, Class A-7F Certificates for the 1998-2 Trust were 15,5,43,7,5,16 and 2 respectively; the number of holders of Class A-1F and Class A-1A Certificates for the 1998-3 Trust were 10 and 3 respectively; the number of holders of Class A-1F and Class A-1A Certificates for the 1998-4 Trust were 21 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.
Item 6. Selected Financial Data ------------------------- Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and ------------------------------------------------------------------- Results of Operations ------------------- Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data ----------------------------------------------- Not applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and ------------------------------------------------------------------- Financial Disclosure ----------------- None.
PART III - ---------
Item 10.
Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------------- Not applicable.
Item 11.
Item 11. Executive Compensation ----------------------- Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management ---------------------------------------------------------------------
(A)(i)(1) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-1F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Chase Manhattan Bank $57,489,000 22.8708% 4 New York Plaza, 13th Floor New York, NY 10004
Citibank, N. A. $29,350,000 11.6763% P. O. Box 30576 Tampa, FL 33630-3576
State Street Bank and Trust Company $128,225,000 51.0117% Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631
(A)(i)(2) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-2F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $9,813,000 19.9801% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bank of America Personal Trust $7,000,000 14.2528% Proxy Unit #38432 555 S. Flower Street, Level C Los Angeles, CA 90071
Boston Safe Deposit & Trust Co. $ 9,800,000 19.9540% C/O Mellon Bank, N. A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank $ 3,000,000 6.1084% 4 New York Plaza, 13th floor New York, NY 10004
Citibank, N. A. $2,500,000 5.0903% P. O. Box 30576 Tampa, FL 33630-3576
State Street Bank and Trust Co. $8,300,000 16.8998% Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
(A)(i)(3) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-3F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
American Express Trust Co. $20,000,000 13.7408% 1200 Northstar West Minneapolis, MN 55440
The Bank of New York $15,000,000 10.3036% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company $35,000,000 24.0464% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank/FI-TRAC2 $20,460,000 14.0568% 4 New York Plaza New York, NY 10004
State Street Bank & Trust Co. $32,150,000 22.0883% Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
(A)(i)(4) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-4F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $14,271,500 22.0933% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company $4,790,000 7.4153% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank $21,200,000 32.8191% 4 New York Plaza, 13th floor New York, NY 10004
Chase Manhattan Bank / MSTC $7,700,000 11.9202% One Pierrepont Plaza, 8th Floor Brooklyn, NY 11201
U. S. Bank National Association $4,050,000 6.2697% MPFP 1603 Proxy Unit 601 Second Avenue South Minneapolis, MN 55402
A)(i)(5) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-5F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bankers Trust Company $7,497,343 13.0395% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Boston Safe Deposit & Trust Co. $4,000,000 6.9568% C/O Mellon Bank, N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank $14,400,000 25.0446% 4 New York Plaza, 13th Floor New York, NY 10004
First National Bank of Maryland $3,600,000 6.2612% 9th Floor - M/C 109-911 110 South Paca Street Baltimore, MD 21201
Northern Trust Company $3,000,000 5.21765% 801 South Canal C-IN Chicago, IL 60607
State Street Bank & Trust Co. $20,000,000 34.7842% Global Corp. Action dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
U. S. Bank National Association $3,000,000 5.2176% MPFP 1603 Proxy Unit 601 Second Avenue South Minneapolis, MN 55402
A)(i)(6) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-6F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $10,350,000 19.6257% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company $8,000,000 15.1696% C/O BT ServicesTennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Boston Safe Deposit & Trust Co. $12,500,000 23.7025% C/O Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Chase Manhttan Bank $10,000,000 18.9620% 4 New York Plaza, 13th floor New York, NY 10004
Citibank, N.A. $3,500,000 6.6367% P. O. Box 30576 Tampa, FL 33630-3576
Northwest Bank Minnesota, N.A. $4,237,000 8.0342% 733 Marquette Avenue Minneapolis, MN 55479-0056
A)(i)(7) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-7F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $27,463,000 57.8619% 925 Patterson Plan Rd. Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. $10,000,000 21.0690% C/O Mellon Bank, N. A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Citibank, N. A. $10,000,000 21.0690% P. O. Box 30576 Tampa, FL 33630-3576
A)(i)(8) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-IO Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $14,100,000 14.0719% 925 Patterson Plan Rd. Secaucus, NJ 07094
First Union National Bank $50,100,000 50.0000% 530 Walnut Street, FCI-9-81-48 Philadelphia, PA 19101
Investors Fiduciary Trust Co./SSB $14,000,000 13.9721% Global corp. Action Dept. JAB5W P. O. Box 1631 Boston, MA 02105-1631
State Street Bank & Trust Co. $9,000,000 8.9820% Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
Wachovia Bank, N.A. $13,000,000 12.9741% 100 N. Main Street Winston-Salem, NC 27150
A)(i)(9) With respect to the 1998-1 Trust, holders of record of five percent or more of the Class A-1A Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bankers Trust Company $9,051,229 12.8293% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank $15,000,000 21.2611% 4 New York Plaza, 13th floor New York, NY 10004
State Street Bank & Trust Co. $42,700,000 60.5234% Global Corp. Action Dept. JAB5W P. O. Box 1631 Boston, MA 02105-1631
A)(ii)(1) With respect to the 1998-2 Trust, holders of record of five percent or more of the Class A-1F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $15,000,000 5.2322% 925 Patterson Plan Rd. Secaucus, NJ 07094
Chase Manhattan Bank $96,050,000 33.5037% 4 New York Plaza, 13th Floor New York, NY 10004
Investors Bank & Trust/ M.F. Custody $15,000,000 5.2322% 200 Clarendon Street 15th Fl Hancock Tower Boston, MA 02116
Northern Trust Company $19,800,000 6.9065% 801 South canal C-In Chicago, IL 60607
State Street Bank & Trust Co. $102,785,000 35.8529% Global Corp. Action Dept. JAB5W P. O. Box 1631 Boston, MA 02105-1631
A)(ii)(2) With respect to the 1998-2 Trust, holders of record of five percent or more of the Class A-2F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $1,400,000 6.2640% 925 Patterson Plank Rd. Secaucus, NJ 07094
U. S. Bank National Association $19,370,000 86.6667% MPFP 1603 Proxy Unit 601 Second Avenue South Minneapolis, MN 55402
A)(ii)(3) With respect to the 1998-2 Trust, holders of record of five percent or more of the Class A-3F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $35,181,000 18.3569% 925 Patterson Plank Rd. Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. $45,830,000 23.9134% C/O Mellon Bank, N. A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
State Street Bank & Trust Co. $42,021,000 21.9259% Global Corp. Action Dept. JAB5W Boston, MA 02105-1631
Wachovia Bank/Safekeeping $10,000,000 5.2178% 301 N. Main Street Winston-Salem, NC 27150
A)(ii)(4) With respect to the 1998-2 Trust, holders of record of five percent or more of the Class A-4F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $20,000,000 28.4698% 925 Patterson Plank Rd. Secaucus, NJ 07094
Chase Manhattan Bank $19,000,000 27.0463% 4 New York Plaza, 13th Floor New York, NY 10004
Citibank, N. A. $16,500,000 23.4875% P. O. Box 30576 Tampa, FL 33630-3576
Citibank/Private Banking Div. $6,000,000 8.5409% 1309 N. Ward Street, 2nd Floor Tampa, FL 33607
State Street Bank & Trust Co. $5,250,000 7.4733% Global corp Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
A)(ii)(5) With respect to the 1998-2 Trust, holders of record of five percent or more of the Class A-5F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $16,000,000 23.1390% 925 Patterson Plank Rd. Secaucus, NJ 07094
Chase Manhattan Bank $19,000,000 27.4776% 4 New York Plaza, 13th floor New York, NY 10004
State Street Bank & Trust Co. $25,000,000 36.1547% Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631
U. S. Bank National Association $6,147,344 8.8902% MPFP 1603 Proxy Unit 601 Second Avenue South Minneapolis, MN 55402
A)(ii)(6) With respect to the 1998-3 Trust, holders of record of five percent or more of the Class A-6F Certificates at December 31, 1998 were as follows:
Bankers Trust company $10,710,000 18.2765% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Manhattan Bank $25,235,000 43.0631% 4 New York Plaza, 13th floor New York, NY 10004
State Street Bank & Trust Co. $13,314,000 22.7201% Global Corp. Action Dept. JAB5W P. O. Box 1631 Boston, MA 02105-1631
A) (ii)(7) With respect to the 1998-2 Trust, holders of record of five percent or more of the Class A-7F Certificates at December 31, 1998 were as follows:
Boston Safe Deposit & Trust Co. $10,900,000 20.0368% C/O Mellon Bank, N. A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
State Street Bank & Trust Co. $43,500,000 79.9632% Global Corp. Action Dept. JAB5W P. O. Box 1631 Boston, MA 02105-1631
A)(iii)(1) With respect to the 1998-3 Trust, holders of record of five percent or more of the Class A-1F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $80,000,000 11.3218% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company $112,999,000 15.9919% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Chase Bank of Texas, N. A. $55,000,000 7.7838% P. O. Box 2558 Houston, TX 77252-2558
Chase Manhattan Bank $266,599,709 37.7299% 4 New York Plaza, 13th floor New York, N Y 10004
Citibank, N. A. $65,000,000 9.1990% P.O. Box 30576 Tampa, FL 33630-3576
Fuji Bank and Trust Co. $50,000,000 7.0761% 2 World Trade Center, 81st Floor New York, NY 10048
State Street Bank & Trust Co. $55,000,000 7.7838% Global Corp. Action Dept. JAB5W P. O. Box 1631 Boston, MA 02105-1631
A)(iii)(2) With respect to the 1998-3 Trust, holders of record of five percent or more of the Class A-1A Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bankers Trust Company $14,000,000 35.6678% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Citibank, N. A. $15,251,140 38.8553% P.O. Box 30576 Tampa, FL 33630-3576
Investors Bank & Trust/M.F. Custody $10,000,000 25.4770% 200 Clarendon Street 15th Fl Hancock Tower Boston, MA 02116
A)(iv)(1) With respect to the 1998-4 Trust, holders of record of five percent or more of the Class A-1F Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bank of New York $33,303,420 5.3002% 925 Patterson Plank Rd. Secaucus, NJ 07094
Bankers Trust Company $186,130,000 29.6223% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Boston Safe Deposit & Trust Co. $150,300,000 23.9200% C/O Mellon Bank, N. A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259
Chase Manhattan Bank $80,960,000 12.8847% 4 New York Plaza,13 Floor New York, NY 10004
Citibank, N. A. $75,210,000 11.9696% P. O. Box 30576 Tampa, FL 33630-3576
State Street Bank & Trust Co. $57,785,000 9.1964% Global Corp. Action Dept. JAB5W P. O. Box 1631 Boston, MA 02105-1631
A)(iv)(2) With respect to the 1998-4 Trust, holders of record of five percent or more of the Class A-1A Certificates at December 31, 1998 were as follows:
Dollar Amount of Certificates Held Percent of Name and Address of Holder (in $000's) Certificates Held - ------------------------------ ------------ ------------------
Bankers Trust Company $21,656,580 100% C/O BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
Item 13.
Item 13. Certain Relationships and Related Transactions -------------------------------------------------- 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 - --------
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ---------------------------------------------------------------------
(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 1998, including the Remittance Report for each due period provided by the Trustee.
Dates of Reports on Form 8-K ---------------------------- January 15, 1998 February 17, 1998 March 16, 1998 April 15, 1998 May 15, 1998 June 15, 1998 July 15, 1998 August 17, 1998 September 15, 1998 October 15, 1998 November 16, 1998 December 15, 1998
(c) The exhibits filed as part of this report are listed in the Index to Exhibits.
(d) Not applicable.
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 31, 1999 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 1998-1 Series EQCC Home Equity Loan Trust 1998-2 Series EQCC Home Equity Loan Trust 1998-3 Series EQCC Home Equity Loan Trust 1998-4