-----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, T1JTiBCw6tPy0eGEnEDkIfFDNR+1w34ma3PKLpC8kOpLqCTgkkIehkYhgmrp98tM 3tzXndkgxRT89YB405KVng== 0001090075-00-000010.txt : 20000413 0001090075-00-000010.hdr.sgml : 20000413 ACCESSION NUMBER: 0001090075-00-000010 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAXON ASSET SECURITIES TR 1999 2 MORT LN AS BK CER SE 1999 2 CENTRAL INDEX KEY: 0001090075 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 521785164 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-59479-02 FILM NUMBER: 599357 BUSINESS ADDRESS: STREET 1: 4880 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049677400 MAIL ADDRESS: STREET 1: 4880 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 10-K 1 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 fiscal year ended December 31, 1999 [ ] 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 333-04127-08 Saxon Asset Securities Trust 1999-2 Mortgage Loan Asset Backed Certificates, Series 1999-2 (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 SAXON ASSET SECURITIES TRUST 1999-2 TABLE OF CONTENTS PART I Item 1. Business Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K SIGNATURE Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant of Section 12 of the Act INDEX TO EXHIBITS -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 December 31, 1999, the number of holders of each Class of Offered Certificates was as follows: Class AF-1 8 Class AF-2 9 Class AF-3 10 Class AF-4 22 Class AF-5 3 Class AF-6 9 Class MF-1 3 Class MF-2 3 Class BF-1 2 Class BF-1A 5 Class AV-1 7 Class MV-1 4 Class MV-2 2 Class BV-1 3 Class BV-1A 2 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 Boston Safe Deposit & Trust Company Chase Manhattan Bank State Street Bank & Trust Company National City Bank Class AF-2 Bankers Trust Company The Bank of New York Chase Manhattan Bank State Street Bank & Trust Company First Union National Bank Class AF-3 The Bank of New York Chase Manhattan Bank SunTrust Bank Bankers Trust Company SunTrust Bank/Safekeeping Custodian for Stes. Class AF-4 American Express Trust Company First Union National Bank Union Bank of California, N.A. Wells Fargo Bank, National Association Class AF-5 The Bank of New York SEI Trust Company The Northern Trust Company Class AF-6 The Bank of New York Boston Safe Deposit & Trust Company Chase Manhattan Bank The Northern Trust Company Union Bank of California, N.A. State Street Bank & Trust Company Class MF-1 The Bank of New York Chase Manhattan Bank Citibank, N.A. Class MF-2 The Bank of New York Chase Manhattan Bank Citibank, N.A. Class BF-1 Chase Manhattan Bank Citibank, N.A. Class BF-1A AllFirst Bank Boston Safe Deposit & Trust Company Citibank, N.A. The Bank of New York Brown Brothers Harriman & Co. Class AV-1 Bankers Trust Company Citibank, N.A. Norwest Bank, Minnesota, National Association State Street Bank & Trust Company Boston Safe Deposit & Trust Company Investors Fiduciary Trust Company The Northern Trust Company Class MV-1 Boston Safe Deposit & Trust Company Chase Manhattan Bank Brown Brothers Harriman & Co. PNC Bank, Nations Association Class MV-2 Boston Safe Deposit & Trust Company State Street Bank & Trust Company Class BV-1 Boston Safe Deposit & Trust Company State Street Bank & Trust Company Lehman Brothers, Inc. Class BV-1A First Star Bank, N.A. State Street Bank & Trust Company 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) Listed below are the documents filed as a part of this report: Exhibit Number -------------- 99.1 Annual Statement of Compliance by Master Servicer 99.2 Annual Certificate of Compliance 99.3 Annual Statement of Independent Accountants 99.4 Annual Compilation of Selected Financial Information (b) Reports on Form 8-K: The following Current Reports on Form 8-K were filed by the Registrant during the last quarter of 1999. Current Reports on Form 8-K, dated December 27, 1999 was 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 1999-2 Mortgage Loan Asset Backed Certificates 1999-2 Date: March 31, 2000 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 by Master Servicer 99.2 Annual Certificate of Compliance 99.3 Annual Statement of Independent Accountants 99.4 Annual Compilation of Selected Financial Information -7- EXHIBIT 99.1 Annual Statement of Compliance by Master Servicer Annual Statement of Compliance For Trust Agreement, dated as of May 1, 1999 Mortgage Loan Asset Backed Certificates, Series 1999-2 I, Joan M. Dolce, Hereby certify that I am duly elected as Vice President of Saxon Mortgage, Inc., a Virginia corporation (Saxon) and further certify that: (1) I have reviewed the activities of the Master Servicer during the preceding calendar year or portion thereof and its performance under the Trust Agreement, and (2) To the best of my knowledge, based on such review, the Master Servicer has performed and fulfilled its duties, responsibilities under the Trust Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to me and the nature and status thereof, and (3)(A) I have conducted an examination (based solely on information and written reports furnished by each Servicer to me) of the activities of each Servicer during the preceding calendar year and the performance of such Servicer under the related Servicing Agreement, and (3)(B) I have examined each Servicers Fidelity Bond and Errors and Omissions Policy and each such bond or policy is in effect and conforms to the requirements of the related Servicing Agreement, and (3)(C) I have received from each Servicer such Servicers annual audited financial statements and such other information as is required by the Guide, and (3)(D) To the best of my knowledge, based on such examination, each Servicer has performed and fulfilled its duties, responsibilities and obligations under its Servicing Agreement in all material respects throughout such year, or, if there has been a default in the performance or fulfillment of any such duties, responsibilities or obligations, specifying each such default known to me and the nature and status thereof. Sincerely, /s/ Joan M. Dolce Joan M. Dolce Vice President -8- EXHIBIT 99.2 Annual Certificate of Compliance Dear Master Servicer: The undersigned officer certifies the following for the 1999 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. To the best of this Officers knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year. 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. (b) I have confirmed that the Servicer 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. (g) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050j/6050p of the Internal Revenue Code, respectively, have been prepared and filed. Certified By: /s/ Susan Figiel ___________________ Susan Figiel Senior Vice President Investor Reporting and Compliance March 20, 2000 -9- EXHIBIT 99.3 Annual Statement of Independent Accountants 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 managements assertion about Meritech Mortgage Services, Inc.s (Meritech) compliance with the minimum servicing standards identified in the Mortgage Bankers Association of Americas Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 1999 included in the accompanying management assertion. Management is responsible for Meritechs compliance with those minimum servicing standards. Our responsibility is to express an opinion on managements assertion about Meritechs 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 Meritechs compliance with the minimum 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 Meritechs compliance with the minimum standards or its servicing requirements. In our opinion, managements assertion that Meritech complied with the aforementioned minimum servicing standards except as noted in managements assertion as of and for the year ended December 31,1999 is fairly stated in all material respects. /s/ Deloitte & Touche LLP - -------------------------------- Deloitte & Touche LLP March 1, 2000 MANAGEMENT ASSERTION As of and for the year ended December 31, 1999. Meritech Mortgage Services, Inc. has complied in all material respects with their established minimum servicing standards which were derived from the Mortgage Bankers Association of Americas Uniform Single Attestation Program for Mortgage Bankers except for the following: (i) Periodically, through June 1999 various accounts were not reconciled in a timely manner. However, all accounts have been and were reconciled within the required 45 days subsequent to June 1999 and for the month ended December 31, 1999 and (ii) periodically, through 1999, escrow funds on paid in full accounts were not returned to the mortgagee in compliance with state guidelines. Management has seen that system controls were enhanced to insure proper refund of custodial funds occurs within state guidelines. As of and for this same period, Meritech Mortgage Services, Inc. had in effect a fidelity bond and errors and omissions policy in the amount of $25 million and $6 million, respectively. /s/ Dennis Stowe - --------------------- Dennis Stowe President March 24, 2000 -10- EXHIBIT 99.4 Annual Compilation of Selected Financial Information =================================== Saxon Asset Securities Trust 1999-2 =================================== (1) 1998 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 22,605,060.17 2,378,441.64 24,983,501.81 80,000,000.00 Class AF-2 0.00 1,149,225.00 1,149,250.00 33,000,000.00 Class AF-3 0.00 1,282,050.00 1,282,050.00 36,000,000.00 Class AF-4 0.00 1,015,087.50 1,015,087.50 27,000,000.00 Class AF-5 0.00 664,411.39 664,411.39 16,713,000.00 Class AF-6 0.00 801,284.82 801,284.82 21,412,800.00 Class MF-1 0.00 492,357.95 492,357.95 12,449,000.00 Class MF-2 0.00 390,792.35 390,792.35 9,337,000.00 Class BF-1 0.00 396,980.03 396,980.03 8,092,000.00 Class BF-1A 1,917,698.43 191,659.03 2,109,357.46 4,980,000.00 Class AV-1 29,513,709.14 5,748,998.67 35,262,707.81 177,840,800.00 Class MV-1 0.00 614,460.94 614,460.94 16,884,000.00 Class MV-2 0.00 556,996.61 556,996.61 14,070,000.00 Class BV-1 0.00 485,698.32 485,698.32 9,567,000.00 Class BV-1A 2,100,987.08 283,047.98 2,384,035.06 6,704,000.00 Per $1,000 Class AF-1 282.5633 29.7305 312.2938 Class AF-2 0.0000 34.8250 34.8250 Class AF-3 0.0000 35.6125 35.6125 Class AF-4 0.0000 37.5958 37.5958 Class AF-5 0.0000 39.7542 39.7542 Class AF-6 0.0000 37.4208 37.4208 Class MF-1 0.0000 39.5500 39.5500 Class MF-2 0.0000 41.8542 41.8542 Class BF-1 0.0000 49.0583 49.0583 Class BF-1A 385.0800 38.4857 423.5658 Class AV-1 165.9558 32.3267 198.2824 Class MV-1 0.0000 36.3931 36.3931 Class MV-2 0.0000 39.5875 39.5875 Class BV-1 0.0000 50.7681 50.7681 Class BV-1A 313.3931 42.2208 355.6138 ------------------------------ Group I Group II ------------------------------ (2) Prepayments 18,590,142.47 25,778,105.29 Extra Principal Distribution Amount 56,458.92 - (3) Distributions less than the Required Distribution - - (4) Insured Payment - - (5) Certificate principal Balance @ 12/31/99 Class AF-1 57,394,939.83 Class AF-2 33,000,000.00 Class AF-3 36,000,000.00 Class AF-4 27,000,000.00 Class AF-5 16,713,000.00 Class AF-6 21,412,800.00 Class MF-1 12,449,000.00 Class MF-2 9,337,000.00 Class BF-1 8,092,000.00 Class BF-1A 3,062,301.57 Class AV-1 148,327,090.86 Class MV-1 16,884,000.00 Class MV-2 14,070,000.00 Class BV-1 9,567,000.00 Class BV-1A 4,603,012.92 Scheduled Principal Balance of Each Group at 12/31/99 226,378,739.83 195,552,090.86 (6) Substitution Shortfalls - - (7) Weighted Average Net Rate of Mortgage Loans 9.377% 9.344% (8) Largest mortgage loan balance outstanding 497,698.67 994,396.06 (9) Servicing Fees 96,352.28 82,678.89 Master Servicing Fees 9,540.22 8,267.88 (10) Index value for Variable Rate Certificates @ 12/31/99 5.59% (11) Pass-through rates for Variable Rate Certificates 8.29%
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