-----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, OGSJ9EfDDOIgBMKI9ElkDNLxGVk88hhF0JLpF926EY522neV1vPArG5tqL70r2nD bsZK0F//z0ToiS2bU18b5g== 0000914121-05-001581.txt : 20050819 0000914121-05-001581.hdr.sgml : 20050819 20050819140331 ACCESSION NUMBER: 0000914121-05-001581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS FARGO ASSET SECURITIES CORP CENTRAL INDEX KEY: 0001011663 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 521972128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-02209 FILM NUMBER: 051038113 BUSINESS ADDRESS: STREET 1: 7485 NEW HORIZON WAY CITY: FREDERICK STATE: MD ZIP: 21703 BUSINESS PHONE: 3018468881 MAIL ADDRESS: STREET 1: 7485 NEW HORIZON WAY CITY: FREDERIDK STATE: MD ZIP: 21703 FORMER COMPANY: FORMER CONFORMED NAME: NORWEST ASSET SECURITIES CORP DATE OF NAME CHANGE: 19960717 8-K 1 we852418-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 18, 2005 (Date of earliest event reported) Wells Fargo Asset Securities Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-122307 52-1972128 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 7430 New Technology Way, Frederick, Maryland 21703 - -------------------------------------------------------------------------------- Address of principal executive offices (Zip Code) Registrant's Telephone Number, including area code (301) 846-8881 ---------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. Other Events Attached as an exhibit are the Collateral Term Sheets (as defined in the no-action letter dated February 17, 1995 issued by the Securities and Exchange Commission to the Public Securities Association) and Structural Term Sheets (as defined in the no-action letter dated May 21, 1994 issued by the Securities and Exchange Commission to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation) prepared by UBS Securities LLC which are hereby filed pursuant to such letters. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits Item 601(a) of Regulation S-K Exhibit No. Description - ----------- ----------- (99) Collateral Term Sheets and Structural Term Sheets prepared by UBS Securities LLC in connection with Wells Fargo Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 2005-AR16 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WELLS FARGO ASSET SECURITIES CORPORATION August 18, 2005 By: /s/ Bradley A. Davis -------------------------------------------- Bradley A. Davis Vice President INDEX TO EXHIBITS Paper (P) or Exhibit No. Description Electronic (E) - ----------- ----------- -------------- (99) Collateral Term Sheets and E Structural Term Sheets prepared by UBS Securities LLC in connection with Wells Fargo Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 2005-AR16 EX-99 2 we852418-8k_ex99.txt COLLATERAL TERM SHEETS EXHIBIT 99 [UBS INVESTMENT BANK LOGO] $[3,794,561,000] (Approximate) Wells Fargo Mortgage Backed Securities 2005-AR16 Trust (Issuer) Wells Fargo Asset Securities Corporation (Seller) Mortgage Pass-Through Certificates, Series 2005-AR16
Initial Certificate Initial Expected Initial Publicly Offered Principal Pass-Through Payment Rating of Offered Certificates Balance (1)(2) Rate Principal Types WAL (3) Window (3) Certificates (4) ------------ ---------------- ---- --------------- ------- ---------- ---------------- 1-A-1 $ [529,413,000] [4.986]%(5) Super Senior, Pass-Through 1.76 10/05 - 07/08 AAA/Aaa 1-A-2 $ [58,824,000] [4.984]%(6) Senior Support, 1.76 10/05 - 07/08 AAA/Aaa Pass-Through 2-A-1 $ [326,489,000] [4.980]%(7) Senior, Pass-Through 2.05 10/05 - 12/08 AAA/Aaa 3-A-1 $[1,072,039,000] [4.989]%(8) Senior, Pass-Through 2.36 10/05 - 03/10 AAA/Aaa 4-A-1 $ [903,898,000] [4.994]%(9) Senior, Pass-Through 2.58 10/05 - 10/10 AAA/Aaa 4-A-2 $ [560,408,000] [4.994]%(10) Senior, Sequential 1.40 10/05 - 12/08 AAA/Aaa 4-A-3 $ [308,881,000] [4.994]%(11) Senior, Sequential 4.44 12/08 - 08/10 AAA/Aaa 4-A-4 $ [34,609,000] [4.994]%(12) Senior, Sequential 5.03 08/10 - 10/10 AAA/Aaa B-1 $ [ ] [4.990]%(13) Subordinate [ ] [ ] [AA/Aa2] B-2 $ [ ] [4.990]%(13) Subordinate [ ] [ ] [A/A2] B-3 $ [ ] [4.990]%(13) Subordinate [ ] [ ] [BBB/Baa2] Non-Offered Certificates ------------ B-4 $ [ ] [4.990]%(13) Subordinate [ ] [ ] [BB/Ba2] B-5 $ [ ] [4.990]%(13) Subordinate [ ] [ ] [B/B2] B-6 $ [ ] [4.990]%(13) Subordinate [ ] [ ] NR
- -------------------------------------------------------------------------------- The information herein has been provided solely by UBS Securities LLC. The information herein is preliminary, and will be superseded by the applicable prospectus supplement and by any other information subsequently filed with the Securities and Exchange Commission. Any information contained herein relating to the mortgage loans will be superseded by the description of the mortgage loans contained and/or incorporated by reference in the prospectus supplement relating to the Certificates and supersedes all information contained in any collateral term sheets relating to the mortgage pool previously provided by UBS Securities LLC. - -------------------------------------------------------------------------------- (1) Approximate, subject to adjustment as described in the prospectus supplement. (2) Assumes variance of +/-5%. (3) The WAL and the Payment Window indicated assume mortgage loans run at 25CPB. (4) Ratings on the senior certificates are expected from two of the following three rating agencies: Fitch, Moody's and S&P. Ratings on the subordinate certificates are expected from one of the three above rating agencies. This Structural Term Sheet, Collateral Term Sheet, or Computational Materials, as appropriate (the "material"), was prepared solely by UBS Securities LLC ("UBS"). The analysis in this report is based on information provided solely by Wells Fargo Asset Securities Corporation. Such information should not be viewed as projections, forecasts, predictions, or opinions with respect to value. This information is furnished to you solely by UBS and not by the Issuer of the securities or any of its affiliates. UBS is acting as Underwriter and not acting as Agent for the Issuer or its affiliates in connection with the proposed transaction. This report does not contain all information that is required to be included in the Prospectus and Prospectus Supplement (the "Final Prospectus"), particularly with respect to the risk and special considerations associated with an investment in the securities. Investors are urged to read the Final Prospectus and other relevant documents filed or to be filed with the Securities and Exchange Commission, because they contain important information. The information herein is preliminary and is subject to completion. The information herein supersedes information contained in any prior materials relating to these securities. This report is not an offer to sell these securities or a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted. The Underwriter(s) may hold long or short positions in or buy and sell Securities or related securities or perform for or solicit investment banking services from, any company mentioned herein. (5) The pass-through rate for the Class 1-A-1 certificates for each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the loans in the first loan group, weighted on the basis of the outstanding principal balances of the loans in the first loan group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled payments of principal on that date). (6) The pass-through rate for the Class 1-A-2 certificates for each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the loans in the first loan group, weighted on the basis of the outstanding principal balances of the loans in the first loan group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled payments of principal on that date). (7) The pass-through rate for the Class 2-A-1 certificates for each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the loans in the second loan group, weighted on the basis of the outstanding principal balances of the loans in the second loan group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled payments of principal on that date). (8) The pass-through rate for the Class 3-A-1 certificates for each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the loans in the third loan group, weighted on the basis of the outstanding principal balances of the loans in the third loan group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled payments of principal on that date). (9) The pass-through rate for the Class 4-A-1 certificates for each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the loans in the fourth loan group, weighted on the basis of the outstanding principal balances of the loans in the fourth loan group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled payments of principal on that date). (10) The pass-through rate for the Class 4-A-2 certificates for each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the loans in the fourth loan group, weighted on the basis of the outstanding principal balances of the loans in the fourth loan group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled payments of principal on that date). (11) The pass-through rate for the Class 4-A-3 certificates for each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the loans in the fourth loan group, weighted on the basis of the outstanding principal balances of the loans in the fourth loan group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled payments of principal on that date). (12) The pass-through rate for the Class 4-A-4 certificates for each distribution date will be a per annum rate equal to the weighted average of the net mortgage rates on the loans in the fourth loan group, weighted on the basis of the outstanding principal balances of the loans in the fourth loan group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled payments of principal on that date). (13) The pass through rate for the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 certificates for each distribution date will be a per annum rate equal to the weighted average (weighted on the basis of the portion of the aggregate principal balance of the subordinate certificates attributable to each loan group as of the first day of the month immediately prior to the month in which the relevant distribution date and taking into account scheduled payments of principal on that date) of the weighted average of the net mortgage rates on the loans in each loan group weighted on the basis of the outstanding principal balances of the loans in the related group, as of the first day of the month immediately prior to the month in which the relevant distribution date occurs (after taking into account scheduled principal payments on that date). SUMMARY Relevant Parties Issuer................................... Wells Fargo Mortgage Backed Securities 2005-AR16 Trust. Seller................................... Wells Fargo Asset Securities Corporation. Master Servicer.......................... Wells Fargo Bank, N.A. Servicers................................ Initially, Wells Fargo Bank, N.A. Any other servicer will be approved by the Master Servicer. Trustee.................................. Wachovia Bank, National Association. Custodian................................ Wells Fargo Bank, N.A. Relevant Dates Cut-Off Date............................. September 1, 2005. Closing Date............................. On or about September 20, 2005. Investor Settle Date..................... On or about September 21, 2005. Distribution Date........................ The 25th day of each month or, if that day is not a business day, the next business day, beginning in October 2005. Interest Accrual Period.................. The interest accrual period with respect to all Certificates will be the calendar month prior to such Distribution Date (on a 30/360 basis). Optional Termination..................... The Seller may, at its option, purchase all but not less than all of the mortgage loans in the trust on any Distribution Date on or after the first date on which the current aggregate scheduled principal balance, as of that date of determination, is less than 10% of the aggregate scheduled principal balance of the mortgage loans as of the Cut-Off Date. Credit Enhancement....................... Credit enhancements may reduce the harm caused to holders of certificates by shortfalls in payments collected on the loans. Credit enhancements can reduce the effect of shortfalls on all classes of offered certificates, or they can allocate shortfalls so they affect some classes before others. Subordination. All senior certificates will receive distributions of interest and principal, as applicable, before the subordinate certificates are entitled to receive distributions of interest or principal. In addition, each class of subordinate certificates will receive distributions of interest and principal prior to any other class of subordinate certificates with a higher alphanumerical class designation. Allocation of Losses. The subordinate certificates, in reverse order of alphanumerical class designation, will absorb most losses on all mortgage loans, other than certain excess losses, prior to other classes of certificates. Thereafter, losses on the loans in the first loan group will be allocated first to the Class 1-A-2 certificates until reduced to zero and then to the Class 1-A-1 certificates, losses on the loans in the second loan group will be allocated to the Class 2-A-1 certificates, losses on the loans in the third loan group will be allocated to the Class 3-A-1 certificates, and losses on the loans in the fourth loan group will be allocated pro rata to the Class 4-A-1, 4-A-2, 4-A-3 and 4-A-4 certificates. Final Scheduled Maturity Date................................. [October 25, 2035]. Collateral.................................... The Trust's main source of funds for making distributions on the certificates will be collections on four pools of adjustable-rate loans secured by first mortgages or deeds of trust on residential one- to four-family properties. Tax Status.................................... Elections will be made to treat the assets of the trust as one or more separate real estate mortgage investment conduits or REMICs. The offered certificates will be treated as debt instruments of a REMIC for federal income tax purposes. ERISA Considerations.......................... If you are a fiduciary of any retirement plan or other employee benefit arrangement subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, you should consult with counsel as to whether you can buy or hold an offered certificate. The residual certificates may not be purchased or transferred to such a plan. This Structural Term Sheet, Collateral Term Sheet, or Computational Materials, as appropriate (the "material"), was prepared solely by UBS Securities LLC ("UBS"). The analysis in this report is based on information provided solely by Wells Fargo Asset Securities Corporation. Such information should not be viewed as projections, forecasts, predictions, or opinions with respect to value. This information is furnished to you solely by UBS and not by the Issuer of the securities or any of its affiliates. UBS is acting as Underwriter and not acting as Agent for the Issuer or its affiliates in connection with the proposed transaction. This report does not contain all information that is required to be included in the Prospectus and Prospectus Supplement (the "Final Prospectus"), particularly with respect to the risk and special considerations associated with an investment in the securities. Investors are urged to read the Final Prospectus and other relevant documents filed or to be filed with the Securities and Exchange Commission, because they contain important information. The information herein is preliminary and is subject to completion. The information herein supersedes information contained in any prior materials relating to these securities. This report is not an offer to sell these securities or a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted. The Underwriter(s) may hold long or short positions in or buy and sell Securities or related securities or perform for or solicit investment banking services from, any company mentioned herein. -----END PRIVACY-ENHANCED MESSAGE-----