-----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, IJb5ofBBT5C9/tpLAUxt+mA+ZRKp/sgNlVnfHlbPgib6SLZJ4+H24UxlShk3Vw9d oq7gqUnxyURPgMAjbE4f9Q== 0000905148-97-000524.txt : 19970402 0000905148-97-000524.hdr.sgml : 19970402 ACCESSION NUMBER: 0000905148-97-000524 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL ASSET SEC CORP HM EQ LN TR 1996-3 HM EQ LN PS TH & CENTRAL INDEX KEY: 0001036799 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-21071-03 FILM NUMBER: 97572172 BUSINESS ADDRESS: STREET 1: C/O HARRIS TRUST & SAVINGS BANK STREET 2: 311 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124612532 MAIL ADDRESS: STREET 1: C/O HARRIS TRUST & SAVINGS BANK STREET 2: 311 W MONROE ST CITY: CHICAGO STATE: IL ZIP: 60606 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-K (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, 1996 -------------- OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _______________ Commission file number: 333-21071 --------- FINANCIAL ASSET SECURITIES CORP. Cityscape Home Equity Loan Pass-Through Certificates, Series 1996-3 ------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 06-1442101 - --------------------------------- -------------------------------- (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) c/o Harris Trust and Savings Bank 311 West Monroe Street Chicago, Illinois 60606 - -------------------------------------- -------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 461-2532 -------------- 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 _____ ---- Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will 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. ( ) State the aggregate market value of the voting stock held by non-affiliates of the Registrant: Not applicable -------------- State the number of shares of common stock of the Registrant outstanding as of December 31, 1996: Not applicable -------------- DOCUMENTS INCORPORATED BY REFERENCE NOT APPLICABLE * * * This Annual Report on Form 10-K (the "Report") is filed with respect to the trust fund which issued the Financial Asset Securities Corp., Cityscape Home Equity Loan Pass-Through Certificates, Series 1996-3 (the "Trust Fund") formed pursuant to the pooling and servicing agreement dated as of August 23, 1996 (the "Pooling and Servicing Agreement") among Financial Asset Securities Corp., as depositor (the "Company"), Cityscape Corp., as seller and servicer (the "Servicer"), and Harris Trust and Savings Bank, as trustee (the "Trustee"), for the issuance of the Financial Asset Securities Corp., Cityscape Home Equity Loan Pass-Through Certificates, Series 1996-3 (the "Certificates"). Certain information otherwise required to be included in this Report by the Instructions to Form 10-K has been omitted in reliance on the relief granted by the Commission to other companies in similar circumstances (the "Relief Letters"). PART I ITEM 1. BUSINESS Not applicable in reliance on the Relief Letters. ITEM 2. PROPERTIES Not applicable in reliance on the Relief Letters. ITEM 3. LEGAL PROCEEDINGS There were no material pending legal proceedings relating to the Trust Fund to which any of the Trust Fund, the Trustee, the Servicer or the Company was a party or of which any of their respective properties was the subject during the fiscal year covered by this Report, nor is the Company aware of any such proceedings contemplated by governmental authorities. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of Certificateholders, and no Certificateholder consent was solicited during the fiscal year covered by this Report. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) There is no established public trading market for the Certificates. (b) At December 31, 1996, there were eleven holders of record of the Certificates. (c) Not applicable. (Information as to distributions to Certificateholders is provided in the Registrant's monthly reports to Certificateholders.) ITEM 6. SELECTED FINANCIAL DATA Not applicable in reliance on the Relief Letters. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not applicable in reliance on the Relief Letters. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Not applicable in reliance on the Relief Letters. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Not applicable in reliance on the Relief Letters. ITEM 11. EXECUTIVE COMPENSATION Not applicable. See the Relief Letter. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Not applicable in reliance on the Relief Letters. (b) Not applicable in reliance on the Relief Letters. (c) Not applicable in reliance on the Relief Letters. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (a) Not applicable in reliance on the Relief Letters. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) Pursuant to the Pooling and Servicing Agreement, the Servicer is required to deliver an annual statement as to compliance with the provisions of the Pooling and Servicing Agreement and certain other matters (the "Annual Statement of the Servicer"). The Servicer is also required to cause a firm of independent public accountants to deliver an annual report as to compliance with the servicing provisions of the Pooling and Servicing Agreement (the "Annual Report of the Firm of Accountants"). The Annual Statement of the Servicer is included as Exhibit 99.1 to this Report. The Annual Report of the Firm of Accountants is required to be delivered not later than 120 days after the end of the Servicer's fiscal year. The Registrant hereby undertakes to file the Annual Report of the Firm of Accountants as an Exhibit to a Form 10-K/A amending this Form 10-K promptly following the date on which such report becomes available. (2) Not applicable. (3) The required exhibits are as follows: Exhibit 3(i): Copy of Company's Certificate of Incorporation (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-99018)). Exhibit 3(ii): Copy of Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-99018)). Exhibit 4: Pooling and Servicing Agreement (Filed as part of the Registrant's Current Report on Form 8-K dated August 23, 1996). Exhibit 99.1: Annual Statement of the Servicer. (b) Current Reports on Form 8-K filed during the quarter ending December 31, 1996: Date Items Reported --- -------------- March 31, 1997 Certificateholders Report (c) See subparagraph (a)(3) above. (d) Not applicable. See the Relief Letters. SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No such annual report, proxy statement, form of proxy or other soliciting material has been sent to Certificateholders. See the Relief Letters. 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. FINANCIAL ASSET SECURITIES CORP., CITYSCAPE HOME EQUITY LOAN PASS-THROUGH CERTIFICATES, SERIES 1996-3 By: Harris Trust and Savings Bank as Trustee* By: /s/ Marian Onischak ------------------------------- Name: Marian Onischak Title: Date: March 27, 1997 - -------------------- * This Report is being filed by the Trustee on behalf of the Trust Fund. The Trust Fund does not have any officers or directors. EXHIBIT INDEX Sequential Exhibit Document Page Number - ----- ------ --------- 3(i) Company's Certificate of Incorporation (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33-99018)) . . . . . . . . . . . . . . . . . . . . . . . . * 3(ii) Company's By-laws (Filed as an Exhibit to Registration Statement on Form S-3 (File No. 33- 99018)) . . . . . . . . . . . . . . . . . . . . . . . . . . . * 4 Pooling and Servicing Agreement (Filed as part of the Company's Current Report on Form 8-K dated August 23, 1996) . . . * 99.1 Annual Statement of the Servicer . . . . . . . . . . . . . . . 9 - -------------------- * Incorporated herein by reference. EXHIBIT 99.1 CITYSCAPE CORP. OFFICERS' CERTIFICATE ANNUAL STATEMENT OF THE SERVICER FINANCIAL ASSET SECURITIES CORP. CITYSCAPE HOME EQUITY LOAN PASS-THROUGH CERTIFICATES, SERIES 1996-3 The undersigned do hereby certify that she is an officer of Cityscape Corp. (the "Servicer") and do hereby further certify pursuant to Section 3.19 of the Pooling and Servicing Agreement for the above-captioned Series (the "Agreement") that: (i) A review of the activities of the Servicer during the preceding fiscal year and of the performance of the Servicer under the Agreement has been made under our supervision; and (ii) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such year. /s/Cheryl Carl Dated:March 27, 1997 - ------------------------- ---------------- Cheryl Carl Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----