-----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, WxnH9WF01fsoFqZJeJMrrFIwxvLsijcQChSqxXeEyQGKuPNy5S+L+eu7DoO7YNI8 VyvJmRPROaCd3jBqvsEK+Q== 0001051170-98-000038.txt : 19980402 0001051170-98-000038.hdr.sgml : 19980402 ACCESSION NUMBER: 0001051170-98-000038 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAXON ASSET SECURITIES TRUST 1997-2 CENTRAL INDEX KEY: 0001043228 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521785164 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-04127-04 FILM NUMBER: 98584588 BUSINESS ADDRESS: STREET 1: 4880 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049677400 MAIL ADDRESS: STREET 1: 4880 COX ROAD CITY: GLEN ALLEN STATE: VA ZIP: 23060 10-K 1 1997 FORM 10-K 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 for the period from June 24, 1997 (Commencement of Operations) to December 31, 1997 [ ] 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 333-04127-04 Saxon Asset Securities Trust 1997-2 Mortgage Loan Asset Backed Certificates, Series 1997-2 (Exact name of registrant as specified in its charter) Virginia 52-1785164 (State or other jurisdiction of I.R.S. Employer incorporation or organization) Identification No.) 4880 Cox Road, Glen Allen, Virginia 23060 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code : (804) 967-7400 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 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. [X] Documents incorporated by reference: None Page 1 of 5 This report consists of 17 consecutively numbered pages. SAXON ASSET SECURITIES TRUST 1997-2 TABLE OF CONTENTS Page PART I Item 1. Business.....................................................3 Item 2. Properties...................................................3 Item 3. Legal Proceedings............................................3 Item 4. Submission of Matters to a Vote of Security Holders..........3 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.............................3 Item 6. Selected Financial Data......................................3 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations..............3 Item 8. Financial Statements and Supplementary Data..................3 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...............3 PART III Item 10. Directors and Executive Officers of the Registrant...........4 Item 11. Executive Compensation.......................................4 Item 12. Security Ownership of Certain Beneficial Owners and Management....................................4 Item 13. Certain Relationships and Related Transactions...............4 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K..................................4 SIGNATURE.............................................................5 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...... ..........................................6 INDEX TO EXHIBITS........... .........................................7 -2- This Annual Report on Form 10-K is filed in accordance with a letter dated March 13, 1997 sent to the Office of Chief Counsel, Division of Corporate Finance of the Securities and Exchange Commission (the "Commission") requesting that the Commission enter an order pursuant to Section 12(h) of the Securities Exchange Act of 1934 (the "Exchange Act"), granting exemption for the Trust from the reporting requirements of Section 13 and 15(d), or issue a no action letter to like effect. Accordingly, responses to certain Items have been omitted from or modified in this Annual Report on Form 10-K. PART I Item 1. Business Omitted. Item 2. Properties Omitted. Item 3. Legal Proceedings The Registrant is not aware of any material legal proceeding with respect to, the Company, the Master Servicer or the Trustee, as related to the Trust. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote or consent of Holders of the Offered Certificates during the fiscal year covered by this report. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters The Trust does not issue stock. As of January 2, 1998, the number of holders of each Class of Offered Certificates was as follows: Class AF-1 2 Class AF-2 1 Class AF-3 8 Class AF-4 3 Class AF-5 13 Class AF-6 1 Class AF-7 1 Class MF-1 1 Class MF-2 4 Class BF 4 Class AV-1 7 Class MV-1 4 Class MV-2 1 Class BV 1 Item 6. Selected Financial Data Omitted. Item 7. Management's Discussion and Analysis of Financial condition and Results of Operations Omitted. Item 8. Financial Statements and Supplementary Data Omitted. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure. -3- PART III Item 10. Directors and Executive Officers of the Registrant Omitted. Item 11. Executive Compensation Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management The following entities own more than 5% of the specified Class of Certificates. These positions are held through the Depository Trust Company. The Master Servicer has not been advised that any such DTC participants are beneficial owners. Class AF-1 Chase Manhattan Bank Merrill Lynch Pierce Fenner & Smith Class AF-2 Chase Manhattan Bank/Chemical Class AF-3 Boston Safe Deposit & Trust Chase Manhattan Bank/Chemical SSB-Custodian Wachovia Bank, N.A. Class AF-4 Merrill Lynch Pierce Fenner & Smith SSB-Custodian UBM Bank, N.A. Class AF-5 Bankers Trust Citibank, N.A. NationsBank of Texas, N.A. Northern Trust Company Prudential Securities, Inc. Texas Commerce Bank Class AF-6 Merrill Lynch Pierce Fenner & Smith-Deb Sec Class AF-7 National City Bank Class MF-1 Merrill Lynch Pierce Fenner & Smith-Deb Sec Class MF-2 Bank of New York (The) Morgan Keegan & Co., Inc. Trustmark National Bank Class BF Bankers Trust Company Merrill Lynch Pierce Fenner & Smith-Deb Sec Wachovia Bank, N.A. Class AV-1 Chase Manhattan Bank Citibank, N.A. Merrill Lynch Pierce Fenner & Smith-Deb Sec Swiss Bank Corporation-New York Branch Class MV-1 Boston Safe Deposit & Trust Co. Chase Manhattan Bank PNC Bank, N.A. Wachovia Bank, N.A. Class MV-2 Bankers Trust Company Class BV Merrill Lynch Pierce Fenner & Smith-Deb Sec Item 13. Certain Relationships and Related Transactions No reportable transactions have occurred. 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: Omitted. (2) Financial Statement Schedules: Omitted. (3) Exhibits: Annual Master Servicer Statement of Compliance, filed as Exhibit 99.1 hereto. Annual Servicer Statement of Compliance, filed as Exhibit 99.2 hereto. Annual Compilation of Selected Financial Information, filed as Exhibit 99.3 hereto. Annual Statement of Independent Accountants for each Servicer, filed as Exhibit 99.4 hereto. (b) Reports on Form 8-K: The following Current Reports on Form 8-K were filed by the Registrant during the last quarter of 1997. Current Reports on Form 8-K, dated September 25, 1997, October 27, 1997 and November 25, 1997 were filed for the purpose of filing the Monthly Statement sent to the Holders of the Offered Certificates for payments made on the same dates. The items reported in such Current Report were Item 5 (Other Events). (c) Exhibits to this report are listed in Item (14)(a)(3) above. -4- SIGNATURE 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. Saxon Asset Securities Trust 1997-2 Mortgage Loan Asset Backed Certificates 1997-2 Date: March 31, 1998 By: /s/ Bradley D. Adams --------------- Bradley D. Adams Vice President -5- 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. The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form. -6- INDEX TO EXHIBITS Exhibit Number Description of Exhibits Page 99.1 Annual Statement of Compliance 8 99.2 Annual Servicing Reports 10 99.3 Annual Compilation of Selected Financial Information 13 99.4 Annual Statement of Independent Accountants' for Each Servicer 15 -7- EXHIBIT 99.1 ANNUAL STATEMENT OF COMPLIANCE -8- ANNUAL STATEMENT OF COMPLIANCE In accordance with the letter dated March 13, 1997 sent to the Securities and Exchange Commission requesting an exception from SEC reporting requirements, the Trust is to include as an exhibit a copy of the Annual Statement of Compliance required under the Trust Agreement dated June 1, 1997. The Statement of compliance states that the Master Servicer has received the annual audited financial statements of each servicer. Since the financial statements for one of the servicers will not be received until after March 31, 1997, the Annual Statement of Compliance cannot be filed by Master Servicer by the 10-K filing deadline. Accordingly the Annual statement of Compliance will be filed with the amended 10-K when the financial statements have been received. -9- EXHIBIT 99.2 ANNUAL SERVICING REPORTS -10- CERTIFICATE OF COMPLIANCE Dear Master Servicer: The undersigned Officer Certifies the following for the 1997 fiscal year: (a) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations a description of each default or failure and the nature and status thereof has been reported to First Nationwide Mortgage; (b) I have confirmed that the Servicers is currently an approved FNMA or FHLMC servicer in good standing: (c) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect; (d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect; (e) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported. (f) All Custodial Accounts have been reconciled and are properly funded: and (g) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050j and 6050p of the Internal Revenue Code, respectively have been prepared and filed. Certified by: /s/ Lynnette Anderson - ---------------------- Lynnette Anderson Vice President Investor Accounting and Compliance March 25, 1998 -11- In accordance with the letter dated March 13, 1997 sent to the Securities and Exchange Commission requesting an exception from SEC reporting requirements, the Trust is to include as an exhibit a copy of the annual compliance statement of each Servicer. Such statement has not yet been received for Ameriquest. Accordingly, the annual compliance statement for Ameriquest will be filed with an amended 10-K when such statement is received. -12- EXHIBIT 99.3 ANNUAL COMPILATION OF SELECTED FINANCIAL INFORMATION -13- ============================ Saxon Asset Securities Trust 1997-2 ============================ Annual Compilation of Selected Financial Information (1) 1997 annual distribution with respect to the holder's Certificates based on original principal amount of $1,000 (1) 1997 annual distribution with respect to the holder's Certificates based on original principal amount of $1,000 Principal Interest Total original Total Class AF-1 2,358,439.61 386,550.93 2,744,990.54 15000000 Class AF-2 0.00 328,500.00 328,500.00 10000000 Class AF-3 0.00 1,027,650.00 1,027,650.00 31000000 Class AF-4 0.00 306,000.00 306,000.00 9000000 Class AF-5 0.00 565,200.00 565,200.00 16000000 Class AF-6 0.00 364,249.98 364,249.98 10000000 Class AF-7 0.00 544,320.00 544,320.00 15552000 Class MF-1 0.00 75,292.26 75,292.26 2090000 Class MF-2 0.00 266,254.08 266,254.08 7167000 Class BF 0.00 140,164.44 140,164.44 3643000 Class AV-1 13,239,845.81 8,302,970.54 21,542,816.35 293561000 Class MV-1 0.00 429,186.80 429,186.80 13896000 Class MV-2 0.00 860,620.34 860,620.34 26924000 Class BV 0.00 443,886.71 443,886.71 13028000 Per $1,000 Class AF-1 157.2293 25.7701 182.9994 Class AF-2 0.0000 32.8500 32.8500 Class AF-3 0.0000 33.1500 33.1500 Class AF-4 0.0000 34.0000 34.0000 Class AF-5 0.0000 35.3250 35.3250 Class AF-6 0.0000 36.4250 36.4250 Class AF-7 0.0000 35.0000 35.0000 Class MF-1 0.0000 36.0250 36.0250 Class MF-2 0.0000 37.1500 37.1500 Class BF 0.0000 38.4750 38.4750 Class AV-1 45.1008 28.2836 73.3845 Class MV-1 0.0000 30.8856 30.8856 Class MV-2 0.0000 31.9648 31.9648 Class BV 0.0000 34.0717 34.0717 Group I Group II (2) Prepayments 7,708,892.38 46,170,462.29 Extra Principal Distribution Amount 1,612,178.68 5,552,650.27 (3) Distributions less than the Required Distribution Amount - - (4) Insured Payment - - (5) Certificate principal Balance @12/31/97 Class AF-1 5,142,220.66 Class AF-2 10,000,000.00 Class AF-3 31,000,000.00 Class AF-4 9,000,000.00 Class AF-5 16,000,000.00 Class AF-6 10,000,000.00 Class AF-7 15,552,000.00 Class MF-1 2,090,000.00 Class MF-2 7,167,000.00 Class BF 3,643,000.00 Class AV-1 240,704,246.21 Class MV-1 13,896,000.00 Class MV-2 26,924,000.00 Class BV 13,028,000.00 Group I Group II Schedule Principal Balance of each Group @ 12/31/97 111,208,397.57 300,110,790.22 (6) Substitution Shortfalls - - (7) Weighted Average Net Rate of Mortgage Loans 9.66% 9.54% (8) Largest mortgage loan balance 878,651.14 1,514,778.48 (9) Servicing Fees 298,269.58 828,044.67 Master Servicing Fees 17,437.84 49,683.24 (10) Index value for Variable Rate Certificates @ 12/31/97 5.69% (11) Pass-through rates for Variable Rate Certificates 6.66%
-14- EXHIBIT 99.4 ANNUAL STATEMENT OF INDEPENDENT ACCOUNTANTS FOR EACH SERVICER -15- DELOITTE & TOUCHE LLP Suite 500 Eighth & Main Building 707 East Main Street Richmond, Virginia 23219 Telephone: (804) 697-1500 Facsimile: (804) 697-1825 INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors Meritech Mortgage Services, Inc. Fort Worth, Texas We have examined management's assertion about Meritech Mortgage Services, Inc. ("Meritech"), compliance with servicing standards identified in the Appendix as of and for the year ended December 31, 1997, included in the accompanying management assertion. Such standards were established by Meritech's management based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). Management is responsible for Meritech's compliance with these 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 Meritech's compliance with the 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 Meritech's compliance with the servicing standards or its servicing agreements. In our opinion, management's assertion that Meritech complied with its established servicing standards identified in the Appendix as of and for the year ended December 31, 1997, is fairly stated, in all material respects. /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP March 25, 1998 -16- In accordance with the letter dated March 13, 1997 sent to the Securities and Exchange Commission requesting an exception from SEC reporting requirements, the Trust is to include as an exhibit a copy of the annual statement of independents' accountants for each Servicer. Such statement has not yet been received for Ameriquest. Accordingly, the annual statement of independents' accountants for Ameriquest will be filed with an amended 10-K when such statement is received. -17- -----END PRIVACY-ENHANCED MESSAGE-----