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 33-99340-01
IMC Home Equity Loan Trust 1996-2
(Exact name of registrant as specified in its charter)
New York 13-3888491
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Chemical Bank
450 West 33rd Street 15th Floor
New York,NY 10001
- ----------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 946-3185
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered:
None None
---- ----
None
----
(Title of class)
Indicated by check mark whether the registrant (1) has filed all
reports required to be file 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 (subsection 229.405 of this chapter) 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 ]
State the aggregate market value of the voting stock held by
non-affiliates of registrant. The aggregate market value shall be
computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of specified date within 60
days prior to the date of filing:
Not Applicable
Documents Incorporated by Reference:
None
<PAGE>
IMC HOME EQUITY LOAN TRUST 1996-2
INDEX
Page
PART 1.......................................................... 3
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............................................. 3
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK 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......4
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.................................... 4
PART III................................................................. 4
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.................................. 8
PART IV.............................................................. 8
ITEM 14 - EXHIBITS,FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K..............................8
SIGNATURES ............................................................ 10
INDEX TO EXHIBITS......................................................... 11
-2-
<PAGE>
PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Not Applicable.
ITEM 3 - LEGAL PROCEEDINGS
The Depositor is not aware of any material pending legal proceedings
involving either the IMC Home Equity Loan Trust 1996-2 (the "Trust")
established pursuant to the Pooling and Servicing Agreement (the
"Agreement") dated April 1, 1997, among Chemical Bank, as trustee (the
"Trustee") ContiSecurities Asset Funding Corp., as depositor (the
"Depositor") and Industry Mortgage Company, as servicer (the "Servicer"),
the Trustee, the Depositor or the Servicer which relates to the Trust.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of beneficial
interests in the Trust through the solicitation of proxies or otherwise.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
To the best knowledge of the Depositor, there is no established
public trading market for any beneficial interests in the Trust.
All of the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates, Class A-7 Certificates, and Class A-8 Certificates issued by
the Trust are held by the Depository Trust Company ("DTC") which in turn
maintains records of holders of beneficial interests in such
Certificates. Based on information obtained by the Trust from DTC, as of
March 10, 1997, there were 8 holders of the Class A-1 Certificates, 1
holder of the Class A-2 Certificates, 3 holders of the Class A-3
Certificates, 2 holders of the Class A-4 Certificates, 7 holders of the
Class A-5 Certificates, 1 holder of the Class A-6 Certificates, 3 holders
of the Class A-7 Certificates, and 4 holders of the Class A-8 Certificates.
ITEM 6 - SELECTED FINANCIAL DATA
Not applicable.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable.
<PAGE>
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In addition to the information included in the Annual Compilation of
Monthly Trustee's Statements attached as Exhibit 99.3 hereto, the gross
servicing compensation paid to the Servicer for the year ended December
31, 1996 was $708,588.14.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on accounting
or financial disclosures between the Issuer and its accountants.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11 - EXECUTIVE COMPENSATION
Not applicable.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth (i) the name and address of each
entity owning more than 5% of the outstanding principal amount of each
Class of Certificates of the Trust; (ii) the principal amount of the Class
of Certificates owned by each and (iii) the percent that the principal
amount of the Class of Certificates owned by such entity represents of the
outstanding principal amount of such Class of Certificates. The
information set forth in the table for the Certificates is based upon
information obtained by the Trust from DTC and represents ownership of
beneficial interest in the Certificates held by DTC. The Depositor is not
aware of any Schedules 13D or 13G filed with the Securities and Exchange
Commission in respect of the Certificates.
<PAGE>
Amount Owned
Name and Address All Dollar Amounts Are in Thousands
Principal Percent
Class A-1 Certificates
Chase Manhattan Bank, N.A. $11,250 18.02%
Two Chase Manhattan Plaza, 5th
Floor
New York, NY 10081
38,942 62.37
Chase Manhattam Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
First Bank, NA 5,100 8.17
c/o ICE Proxy Services
71 Executive Blvd.
Farmingdale, NY 11735
Class A-2 Certificates
PNC Bank, NA/Pittsburgh $28,489 100.00%
One PNC Plaza, 9th Floor, 249
5th Avenue
Pittsburgh, PA 15222-7707
Class A-3 Certificates
PNC Bank, NA/Pittsburgh $21,511 80.78%
One PNC Plaza, 9th Floor, 249
5th Avenue
Pittsburgh, PA 15222-7707
Prudential Sercurities 4,119 15.47
Incorporated
111 8th Avenue, 4th Floor
New York, NY 10011
Class A-4 Certificates
Brown Brothers Harriman & Co. $700 6.52%
63 Wall Street, 8th Floor
New York, NY 10005
Nomura International Trust 10,030 93.48
Company Inc.
10 Exchange Place
Jersey City, NJ 07302
Class A-5 Certificates
Bank of New York $3,450 13.92%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company 7,000 28.24
c/o BT Services Tennessee, Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 2,000 8.07
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 5,700 23.00
Two Chase Manhattan Plaza, 5th
Floor
New York, NY 10081
Citicorp Services, Inc. 5,000 20.17
P.O. Box 30576
Tampa, FL 33630-3576
Class A-6 Certificates
Boston Safe Deposit & Trust Co. $15,882 100.00%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Class A-7 Certificates
Bear Stearns Securities $10,041 62.60%
Corp./Portal
One Metrotech Center North,
4th Floor
Brooklyn, NY 11201-3862
Citicorp Services, Inc. 5,000 31.17
P.O. Box 30576
Tampa, FL 33630-3576
Norwest Bank Minnesota 1,000 6.23
National Assoc.
733 Marquette Avenue
Minneapolis, MN 55479-0056
Class A-8 Certificates
Bear Stearns Securities $7,000 46.67%
Corp./Portal
One Metrotech Center North,
4th Floor
Brooklyn, NY 11201-3862
Corestates Bank/Commonwealth of PA 1,500 10.00
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
Investors Fiduciary Trust 3,500 23.33
Company/SSB
Global Proxy Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
First Bank, N.A. 3,000 20.00
c/o ICE Proxy Services
71 Executive Blvd.
Farmingdale, NY 11735
<PAGE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
[None]
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:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Exhibit No. Description
99.1 Statement of Compliance of the
Servicer.
99.2 Annual Report of Independent
Accountants with respect to
the Servicer's overall
servicing operations.
99.3 Annual compilation of Monthly
Trustee's Statement.
<PAGE>
(b) Reports on Form 8-K.
9 reports on Form 8-K have been filed by the Issuer during the
period covered by this report.
Items Reported/Financial
Date of Reports on Form 8-K Statements Filed
May 25, 1996 Trustee's Monthly Report or
the JuneMonthly Period.
June 25, 1996 Trustee's Monthly Report or
the May Monthly Period.
July 25, 1996 Trustee's Monthly Report or
the JuneMonthly Period.
August 25, 1996 Trustee's Monthly Report or
the JulyMonthly Period.
September 25, 1996 Trustee's Monthly Report for
the August Monthly Period
October 25, 1996 Trustee's Monthly Report for
the September Monthly Period.
November 25, 1996 Trustee's Monthly Report for
the October Monthly Period.
December 25, 1996 Trustee's Monthly Report for
the November Monthly Period.
January 25, 1997 Trustee's Monthly Report for
the December Monthly Period.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Depositor has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
By: CONTISECURITIES ASSET FUNDING CORP.,
AS DEPOSITOR
By: /s/ Jerome M. Perelson
Name:Jerome M. Perelson
Title: Vice President
By: /s/ Susan E. O'Donovan
Name:Susan E. O'Donovan
Title:Vice President & Chief Financial Officer
Date: March 27, 1997
<PAGE>
INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
99.1 Statement of Compliance of the
Servicer.
99.2 Annual Report of Independent
Accountants with respect to
the Servicer's overall
servicing operations.
99.3 Annual compilation of Monthly
Trustee's Statement.
IMC Mortgage Company phone 813-932-2211
3450 Buschwood Park Drive fax 813-932-8257
Suite 250 800-776-2211
Tampa, FL 33618
As of and for the year ended December 31, 1996, IMC Mortgage Company and
Subsidiaries has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of
and for this same period, IMC Mortgage Company and Subsidiaries had in
effect a fidelity bond and errors and omissions policy in the amount of
$7,000,000.
/s/ Thomas G. Middleton
Thomas G. Middleton, President and
Chief Operating Officer
/s/ Stuart D. Marvin
Stuart D.Marvin, Chief Financial Officer
Coopers & Lybrand L.L.P.
Report of Independent Accountants-Uniform Single Attestation Program
To the Board of Directors of
IMC Mortgage Company and Subsidiaries
We have examined the assertion by IMC Mortgage Company and Subsidiaries'
management about compliance with the minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP) as of and for the year ended December 31, 1996
included in the accompanying management assertion. Management is responsible for
IMC Mortgage Company and Subsidiaries' compliance with those minimum 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 IMC Mortgage Company and
Subsidiaries' 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 IMC Mortgage Company and
Subsidiaries' compliance with the minimum servicing standards.
In our opinion, management's assertion that IMC Mortgage Company and
Subsidiaries' complied with the aforementioned minimum servicing standards as of
and for the year ended December 31, 1996 is fairly stated, in all material
respects.
/s/ Coopers & Lybrand L.L.P.
Tampa, Florida
February 21, 1997
IMC HOME EQUITY LOAN TRUST
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-2
1996 TOTAL
<TABLE>
<CAPTION>
CLASS ORIGINAL BEGINNING ENDING ENDING
CERTIFICATE CERTIFICATE PRINCIPAL INTEREST TOTAL CERTIFICATE SUBORDINATE PRINCIPAL
BALANCE BALANCE DISTRIBUTION DISTRIBUTION DISTRIBUTION BALANCE AMOUNT BALANCE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 62,442,000.00 62,442,000.00 25,158,572.83 2,338,995.28 27,497,568.11 37,283,427.17
A-2 28,489,000.00 28,489,000.00 0.00 1,287,702.80 1,287,702.80 28,489,000.00
A-3 26,630,000.00 26,630,000.00 0.00 1,239,182.64 1,239,182.64 26,630,000.00
A-4 10,730,000.00 10,730,000.00 0.00 507,886.64 507,886.64 10,730,000.00
A-5 24,786,000.00 24,786,000.00 0.00 1,212,861.60 1,212,861.60 24,786,000.00
A-6 15,882,000.00 15,882,000.00 0.00 820,570.00 820,570.00 15,882,000.00
A-7 16,041,000.00 16,041,000.00 0.00 850,173.04 850,173.04 16,041,000.00 4,440,000.00 164,281,427.17
A-8 15,000,000.00 15,000,000.00 4,176,335.62 636,579.85 4,812,915.47 10,823,664.38 220,536.06 11,044,200.44
S-1 N/A N/A N/A 12,248.32 12,248.32 N/A
R N/A N/A N/A 161,232.90 161,232.90 N/A
TOTALS 200,000,000.00 200,000,000.00 29,334,908.45 9,067,433.07 38,402,341.52 170,665,091.55 4,660,536.06 175,325,627.61
</TABLE>
IF THERE ARE ANY QUESTIONS PLEASE CONTACT:
ANN MARIE JOSE
THE CHASE MANHATTAN BANK
STRUCTURED FINANCE SERVICES
450 WEST 33RD STREET, 15TH FLOOR
NEW YORK, NEW YORK 10001
(212) 946-7148
