SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No.1 (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 Commission File No.: 333-48943 First Union-Lehman Brothers-Bank of America Mortgage Pass-Through Certificates Series 1998-C02 Trust (Exact name of registrant as specified in its charter) New York 52-6929147, 52-2107968, 52-2107969 (State or other jurisdiction (I.R.S. Employer 52-2107970 of incorporation or Identification No.) organization) c/o Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, Maryland 21044 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: (410) 884-2000 Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be 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 ___ This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report on Form 10-K (the "Original Form 10-K") filed on March 25, 1999, on behalf of First Union-Lehman Brothers-Bank of America Mortgage Pass-Through Certificates Series 1998-C02 Trust established pursuant to a Pooling and Servicing Agreement among First Union Commercial Mortgage Securities, Inc, Depositor, First Union National Bank, Master Servicer and Norwest Bank Minnesota, National Association, Trustee, pursuant to which the First Union-Lehman Brothers-Bank of America Mortgage Pass-Through Certificates Series 1998-C02 Trust registered under the Securities Act of 1933 (the "Certificates") were issued. Item 14 of the Original Form 10-K is amended to read in its entirety as follows: Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Exhibits (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1998. a) First Union, as Servicer <F1> b) ORIX Real Estate Capital (Banc One), as Special Servicer <F1> (99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1998. a) First Union, as Servicer <F1> b) ORIX Real Estate Capital (Banc One), as Special Servicer <F1> (99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1998. a) First Union, as Servicer <F1> b) ORIX Real Estate Capital (Banc One), as Special Servicer <F2> (99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. <F3> (b) On October 01, 1998, October 26, 1998, and December 02, 1998, reports on Form 8-K were filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report. (c) Not applicable. (d) Omitted. <F1> Filed herewith. <F2> Such document (i) is not filed herewith since such document was not received by the reporting person at least three business days prior to the due date covered by this report: and (ii) will be included in an amendment to this report on Form 10-K/A to be filed within 30 days of the Reporting Person's receipt of such document. <F3> Previously filed. 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, thereunto duly authorized: First Union-Lehman Brothers-Bank of America Mortgage Pass-Through Certificates Series 1998-C02 Trust Signed: Norwest Bank Minnesota, N.A., as Trustee By: Sherri Sharps, Vice President By: /s/ Sherri Sharps, Vice President Dated: December 22, 1999 Exhibit Index Exhibit No. 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1998. a) First Union, as Servicer <F1> b) ORIX Real Estate Capital (Banc One), as Special Servicer <F1> 99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1998. a) First Union, as Servicer <F1> b) ORIX Real Estate Capital (Banc One), as Special Servicer <F1> 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1998. a) First Union, as Servicer <F1> b) ORIX Real Estate Capital (Banc One), as Special Servicer <F2> 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders.<F3> <F1> Filed herewith. <F2> Such document (i) is not filed herewith since such document was not received by the reporting person at least three business days prior to the due date covered by this report: and (ii) will be included in an amendment to this report on Form 10-K/A to be filed within 30 days of the Reporting Person's receipt of such document. <F3> Previously filed.