<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
<checked-box>ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
<square>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 1-8824
VANDERBILT MORTGAGE AND FINANCE, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1995-B
(Exact name of registrant as specified in its charter)
Tennessee 62-0997810
(State of incorporation) (I.R.S. Employer Identification Number)
4726 Airport Highway
Louisville, TN 37777 33-80304
(Address of principal executive offices) (Commission File Number)
Registrant's telephone number, including area code:423-970-7200
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 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 report(s), 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. []
<PAGE>
VANDERBILT MORTGAGE AND FINANCE, INC.
PART I
ITEM 3. LEGAL PROCEEDINGS.
No material legal proceedings are pending other than
routine litigation incidental to the business of the Company.
The company believes that such proceedings will not have any
material adverse effect on it or its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to shareholders during the last quarter
of the fiscal year.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a)The principal market for the Certificates is the over the
counter market.
(b)As of March 15, 1996 there were:
<TABLE>
<CAPTION>
NUMBER OF HOLDERS CLASS OF
CERTIFICATES
<S> <C>
5 A-1
5 A-2
18 A-3
5 A-4
3 A-5
2 A-6
2 B-1
3 B-2
</TABLE>
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL
DISCLOSURE.
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND FORM 8-K.
(a)The Annual Statement of compliance and Independent Accountant's
Annual Servicing Report are not due until November 1, 1996.
(b)Reports on Form 8-K.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
DATES ITEMS REPORTED FINANCIAL
STATEMENTS FILED
9/07/95 Chemical Bank, as Trustee, made the monthly
None
distribution to the holders of the Vanderbilt
Mortgage and Finance, Inc. Manufactured
Housing Senior/Subordinated certificates,
Series 1995-B.
10/09/95 Chemical Bank, as Trustee, made the monthly
None
distribution to the holders of the Vanderbilt
Mortgage and Finance, Inc. Manufactured
Housing Senior/Subordinated certificates,
Series 1995-B.
11/07/95 Chemical Bank, as Trustee, made the monthly
None
distribution to the holders of the Vanderbilt
Mortgage and Finance, Inc. Manufactured
Housing Senior/Subordinated certificates,
Series 1995-B.
12/07/95 Chemical Bank, as Trustee, made the monthly
None
distribution to the holders of the Vanderbilt
Mortgage and Finance, Inc. Manufactured
Housing Senior/Subordinated certificates,
Series 1995-B.
</TABLE>
(c) 3.1 *,** Articles of Incorporation
3.2 *,** By-Laws
4.1 ** Pooling and Servicing Agreement, including form
of Certificates
4.2 * Form of Limited Guarantee
* Previously filed pursuant to Registration Statement
on form S-3 (Commission file number 33-80304) and incorporated
by reference thereto.
** Previously filed pursuant to form 8-K, dated August
28, 1995, and incorporated by reference thereto.
<PAGE>
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, in the City of Knoxville, State of
Tennessee, on March 15, 1996.
Vanderbilt Mortgage and Finance, Inc.
By:/s/ Kevin C. Clayton
Kevin C. Clayton
President
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
s/Kevin C. Clayton March 15, 1996 President
(Principal
Executive
Officer and
Director)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
s/David R. Jordan March 15, 1996 Controller, Acting
Principal Financial
Officer
(Principal Accounting
Officer)
s/Joseph H. Stegmayer March 15, 1996 Executive Vice
President and
Director
s/James L. Clayton March 15, 1996 Director
</TABLE>
