UNITED STATES
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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED]
For the transition period from to .
Commission File number 33-99346.03
AMRESCO Residential Securities Corporation Mortgage Loan Trust 1996-3
(Exact name of registrant as specified in its charter)
New York Pending
(State of other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
c/o Bankers Trust Company
Four Albany Street 10006
New York, New York (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (909) 605-7600
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of each exchange on
which registered)
Securities registered pursuant to Section 12 (g) of the Act:
None
(Title of class)
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 ]
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
Not Applicable
PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Not Applicable.
ITEM 3 - LEGAL PROCEEDINGS
AMRESCO Residential Securities Corporation (the "Depositor")
is not aware of any material pending legal proceedings involving
either the AMRESCO Residential Securities Corporation Mortgage
Loan Trust 1996-3 (the "Trust") established pursuant to the
Pooling and Servicing Agreement dated June 1, 1996, among the
Depositor, AMRESCO Residential Mortgage Corporation in its
capacity as seller, Long Beach Mortgage Company and Advanta
Mortgage Corp. USA as the servicers (the "Servicers"), and
Bankers Trust Company, N.A., a national banking association in
its capacity as trustee.
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, A-2, A-3, A-4, A-5, A-6, A-7, and 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 from the DTC as of March 17, 1997, there were 3 holders
of the Class A-1 Certificates, 11 holders of the Class A-2
Certificates, 4 holders of the Class A-3 Certificates, 14 holders
of the Class A-4 Certificates, 8 holders of the Class A-5
Certificates, 7 holders of the Class A-6 Certificates, 12 holders
of the Class A-7 Certificates, and 2 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.
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
Servicers for the year ended December 31, 1996 was $639,853.
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 Class A 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 Class A Certificates is based upon
information obtained from the DTC and represents ownership of
beneficial interest in the Certificates held by the DTC. The
Depositor is not aware of any Schedules 13D or 13G's filed with
the Securities and Exchange Commission in respect of the
Certificates.
Amount Owned
(All Dollar Amounts Are
in Thousands)
Name and Address Class Principal Percent
First National Bank of Chicago A-1 6,000,000 8.5%
One First national Plaza,
Suite 0417
Chicago, IL 60670
Republic National Bank of New York-A-1 6,000,000 8.5%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
Swiss American Securities, Inc. A-1 58,892,000 83.0%
100 Wall Street
New York, NY 10005
Bankers Trust Company A-2 7,000,000 25.8%
C/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, TN 37211
Corestates Bank/Commonwealth of PA A-2 4,435,000 16.4%
Global Proxy, Unit, A5NW
P.O. Box 1631
Boston, MA 02105-1631
Central Fidelity Bank, N.A. A-2 5,000,000 18.4%
P.O. Box 27602, 5th Floor/Vault
Richmond, VA 23261
Chase Manhattan Bank A-2 2,750,000 10.1%
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
State Street Bank & Trust Co.- A-2 2,000,000 7.4%
Fiduciary
108 Myrtle Street
Newport Office Bldg.
N. Quincy, MA 02171
Northern Trust Company A-2 4,150,000 15.3%
801 S. Canal C-In
Chicago, IL 60607
Bankers Trust Company A-3 2,000,000 5.9%
C/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, TN 37211
Citicorp Services, Inc. A-3 5,000,000 14.6%
P.O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company A-3 22,000,000 64.4%
801 S. Canal C-In
Chicago, IL 60607
UMB BK, NA A-3 5,146,000 15.1%
P.O. Box 419260
Kansas City, MO 64141-6260
Bank One Capital Corporation A-4 2,150,000 12.6%
C/o ADP Proxy Services
51 Mercedes Way
Englewood, NY 11717
Bank of New York (The) A-4 2,875,000 16.9%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank A-4 6,049,000 35.5%
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
Wells Fargo Bank, A-4 2,875,000 16.9%
National Association
26610 West Agoura Road
Calabasas, CA 91307
Bankers Trust Company A-5 2,000,000 8.8%
C/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, TN 37211
Bear Stern Securities Corp./Portal A-5 1,615,000 7.1%
One Metrotech Center North,
4th Floor
Brooklyn, NY 11201-3862
Chase Manhattan Bank/Chemical A-5 9,876,000 43.6%
Auto Settle Department
4 New York plaza, 4th Floor
New York, NY 10004
National City Bank A-5 4,350,000 19.2%
1900 East 9th Street
Cleveland, Oh 44114
SSB-Custodian Global Proxy Unit, A-5 1,500,000 6.6%
A5NW
P.O. Box 1631
Boston, MA 02105-1631
UMB Bank, N.A. A-5 1,885,000 8.3%
P.O. Box 419260
Kansas City, MO 64141-6260
Boston Safe Deposit & Trust Co. A-6 15,000,000 55.9%
C/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank A-6 1,520,000 5.7%
Two Chase Manhattan Plaza,
5th Floor
New York, NY 10081
Northern Trust Company A-6 2,000,000 7.4%
801 S. Canal C-In
Chicago, IL 60607
SSB-Custodian Global Proxy Unit, A-6 4,337,000 16.1%
A5NW
P.O. Box 1631
Boston, MA 02105-1631
First Bank, N.A. A-6 2,000,000 7.4%
C/o ICE Proxy Services
71 Executive Blvd.
Farmingdale, NY 11735
Bank of New York (The) A-7 3,000,000 11.4%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Bankers Trust Company A-7 2,525,000 9.6%
C/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, TN 37211
Boatmen's Trust Company A-7 4,250,000 16.2%
100 N. Broadway
St. Louis, MO 63102
Chase Manhattan Bank, Trust A-7 2,955,000 11.3%
Two chase Manhattan Plaza, 5th
Floor
New York, NY 10081
North Trust Company A-7 1,600,000 6.1%
801 S. Canal C-In
Chicago, IL 60607
Wells Fargo Bank, A-7 4,550,000 17.4%
National Association
26610 Wet Agoura Road
Calabasas, CA 91307
Fifth Third Bank (The) A-7 3,000,000 11.4%
Dept.00850 - Proxy
38 Fountain Square Plaza
Cincinnati, Oh 45263
Chase Manhattan Bank/Chemical A-8 30,196,000 71.6%
Auto Settle Department
4 New York, NY 10004
Goldman, Sachs & Co. A-8 12,000,000 28.4%
C/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
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(a) Statement of Compliance of the Servicer.
- Advanta
99.1(b) Statement of Compliance of the Servicer
- Long Beach
99.2(a) Annual Report of Independent Accountants
with respect to the Servicer's overall
servicing operations. - Arthur Andersen LLP
99.2(b) Annual Report of Independent Accountants
with respect to the Servicer's overall
servicing operations. - Deloitte & Touche LLP
99.3 Annual compilation of Monthly Trustee's
Statement.
(b) Reports on Form 8-K.
Reports on Form 8-K have been filed by the Issuer
during the last quarter of the period covered by this report.
Items Reported/Financial
Date of Reports on Statements Filed
Form 8-K
October 25, 1996 Trustee's Monthly Report for the
October Monthly Period.
November 25, 1996 Trustee's Monthly Report for the
November Monthly Period.
December 26, 1996 Trustee's Monthly Report for the
December Monthly Period.
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
on behalf of AMRESCO Residential Securities Corporation
Mortgage Loan Trust 1996-3
By: /s/ Ronald B. Kirkland
Name: Ronald B. Kirkland
Title: Vice President and Chief Accounting
Officer
Date: March 26, 1997
INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
99.1(a) Statement of Compliance of the Servicer
- Advanta
99.1(b) Statement of Compliance of the Servicer
- Long Beach
99.2(a) Annual Report of Independent Accountants
with respect to the Servicer's overall
servicing operations. - Arthur Andersen LLP
99.2(b) Annual Report of Independent Accountants
with respect to the Servicer's overall
servicing operations. - Deloitte & Touche LLP
99.3 Annual compilation of Monthly Trustee's
Statement.
Exhibit 99.1(a)
ADVANTA Advanta
Mortgage
Suite 400
Fort Washington, PA 19034
215-283-4200
Report of Management on Compliance with Minimum Servicing Standards
As of and for the year ended December 31, 1995, Advanta Mortgage
Corp. USA 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 the same period, Advanta Mortgage Corp.
USA had in effect fidelity bond coverage in the amount of $10
million and mortgage contingent liability protection coverage in
the amount of $2 million.
\s\ William P. Garland \s\ James L. Shreero
William P. Garland James L. Shreero
Senior Vice President Vice President
Loan Servicing Finance and Accounting
Exhibit 99.1(b)
Long Beach Mortgage
Company
OFFICERS CERTIFICATE
ANNUAL STATEMENT OF COMPLIANCE
MORTGAGE PASS-THROUGH CERTIFICATES
RESIDENTIAL MORTGAGE LOANS SERIES
1996-1, 1996-2, 1996-3, AND 1996-4
IN ACCORDANCE WITH THE APPROPRIATE SECTION OF THE ABOVE CAPTIONED
POOLING AND SERVICING AGREEMENTS, I, PATRICIA L. WAYMAN, AND
SHAWNA R. OGILVIE OF LONG BEACH MORTGAGE COMPANY, (THE
"SERVICER") HEREBY CERTIFIY:
(i) A REVIEW OF THE ACTIVITIES OF THE SERVICER DURING THE
PRECEDING CALENDAR YEAR, AND OF PERFORMANCE UNDER THESE
AGREEMENTS HAVE BEEN MADE UNDER OUR SUPERVISION.
(ii) TO THE BEST OF OUR KNOWLEDGE, BASED ON SUCH REVIEW, THE
SERVICER HAS FULFILLED ALL ITS OBLIGATIONS UNDER THESE AGREEMENTS
THROUGHOUT SUCH YEAR.
CERTIFIED THIS 18TH DAY OF MARCH, 1997.
BY: \s\ PATRICIA L. WAYMAN
PATRICIA L. WAYMAN
PRESIDENT
BY: \s\ SHAWNA R. OGILVIE
SHAWNA R. OGILVIE
VICE PRESIDENT
Exhibit 99.2 (a)
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Advanta Mortgage Corp. USA:
We have examined management's assertion about Advanta Mortgage
Corp. USA's 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, 1995 included in the
accompanying management assertion. Management is responsible for
Advanta Mortgage Corp. USA's 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
Advanta Mortgage Corp. USA's 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
Advanta Mortgage Corp. USA's 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 Advanta
Mortgage Corp. USA's compliance with the minimum servicing
standards.
In our opinion, management's assertion that Advanta Mortgage
Corp. USA complied with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1995 is
fairly stated, in all material respects.
\s\ Arthur Andersen
Philadelphia, PA
January 22, 1996
Exhibit 99.2 (b)
Deloitte &
Touche LLP
Suite 1200 Telephone:(714) 436-7100
695 Town Center Drive Facsimile:(714) 436-7200
Costa Mesa, California 92626-1924
INDEPENDENT ACCOUNTANT'S REPORT
To Long Beach Mortgage Company:
We have examined management's assertion about Long Beach Mortgage
Company's 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, 1995 included in the
accompanying management assertion. Management is responsible for
Long Beach Mortgage Company's 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
Long Beach Mortgage Company's 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 Long Beach
Mortgage Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that Long Beach Mortgage
Company's compliance with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1995 is
fairly stated, in all material respects.
\s\ Deloitte & Touche LLP
March 29, 1996
Exhibit 99.3
Bankers Trust Company
AMRESCO Residential Securities Corp.
Series 1996-3
1996 - Annual Statement
DISTRIBUTION DOLLARS
ENDING
PERIOD CLASS CUST INTEREST PRINCIPAL BALANCE
199607 A-1 03215PAJ8 $383,156.88 $888,357.66 $70,003,642.34
199608 A-1 03215PAJ8 $345,195.74 $2,379,319.85 $67,624,322.49
199609 A-1 03215PAJ8 $310,860.56 $1,510,849.70 $66,113,472.79
199610 A-1 03215PAJ8 $309,080.49 $1,317,351.11 $64,796,121.68
199611 A-1 03215PAJ8 $306,044.68 $2,335,622.85 $62,460,498.83
199612 A-1 03215PAJ8 $295,013.08 $1,366,887.71 $61,093,611.12
Total by Class $1,949,351.43 $9,798,388.87
199607 A-2 03215PAK5 $158,118.33 $0.00 $27,106,000.00
199608 A-2 03215PAK5 $158,118.33 $0.00 $27,106,000.00
199609 A-2 03215PAK5 $158,118.33 $0.00 $27,106,000.00
199610 A-2 03215PAK5 $158,118.33 $0.00 $27,106,000.00
199611 A-2 03215PAK5 $158,118.33 $0.00 $27,106,000.00
199612 A-2 03215PAK5 $158,118.33 $0.00 $27,106,000.00
Total by Class $948,709.98 $0.00
199607 A-3 03215PAL3 $207,721.50 $0.00 $34,146,000.00
199608 A-3 03215PAL3 $207,721.50 $0.00 $34,146,000.00
199609 A-3 03215PAL3 $207,721.50 $0.00 $34,146,000.00
199610 A-3 03215PAL3 $207,721.50 $0.00 $34,146,000.00
199611 A-3 03215PAL3 $207,721.50 $0.00 $34,146,000.00
199612 A-3 03215PAL3 $207,721.50 $0.00 $34,146,000.00
Total by Class $1,246,329.00 $0.00
199607 A-4 03215PAM1 $106,201.06 $0.00 $17,049,000.00
199608 A-4 03215PAM1 $106,201.06 $0.00 $17,049,000.00
199609 A-4 03215PAM1 $106,201.06 $0.00 $17,049,000.00
199610 A-4 03215PAM1 $106,201.06 $0.00 $17,049,000.00
199611 A-4 03215PAM1 $106,201.06 $0.00 $17,049,000.00
199612 A-4 03215PAM1 $106,201.06 $0.00 $17,049,000.00
Total by Class $637,206.36 $0.00
199607 A-5 03215PAN9 $142,355.25 $0.00 $22,626,000.00
199608 A-5 03215PAN9 $142,355.25 $0.00 $22,626,000.00
199609 A-5 03215PAN9 $142,355.25 $0.00 $22,626,000.00
199610 A-5 03215PAN9 $142,355.25 $0.00 $22,626,000.00
199611 A-5 03215PAN9 $142,355.25 $0.00 $22,626,000.00
199612 A-5 03215PAN9 $142,355.25 $0.00 $22,626,000.00
Total by Class $854,131.50 $0.00
199607 A-6 03215PAP4 $176,249.06 $0.00 $26,857,000.00
199608 A-6 03215PAP4 $176,249.06 $0.00 $26,857,000.00
199609 A-6 03215PAP4 $176,249.06 $0.00 $26,857,000.00
199610 A-6 03215PAP4 $176,249.06 $0.00 $26,857,000.00
199611 A-6 03215PAP4 $176,249.06 $0.00 $26,857,000.00
199612 A-6 03215PAP4 $176,249.06 $0.00 $26,857,000.00
Total by Class $1,057,494.36 $0.00
199607 A-7 03215PAQ2 $176,337.81 $0.00 $26,205,000.00
199608 A-7 03215PAQ2 $176,337.81 $0.00 $26,205,000.00
199609 A-7 03215PAQ2 $176,337.81 $0.00 $26,205,000.00
199610 A-7 03215PAQ2 $176,337.81 $0.00 $26,205,000.00
199611 A-7 03215PAQ2 $176,337.81 $0.00 $26,205,000.00
199612 A-7 03215PAQ2 $176,337.81 $0.00 $26,205,000.00
Total by Class $1,058,026.86 $0.00
199607 A-8 03215PAR0 $237,496.32 $377,635.54 $41,818,364.46
199608 A-8 03215PAR0 $214,760.53 $1,193,772.86 $40,624,591.60
199609 A-8 03215PAR0 $194,532.55 $1,101,622.27 $39,522,969.33
199610 A-8 03215PAR0 $192,345.12 $868,125.72 $38,654,843.61
199611 A-8 03215PAR0 $190,230.15 $1,134,631.47 $37,520,212.14
199612 A-8 03215PAR0 $184,646.34 $853,713.62 $36,666,498.52
Total by Class $1,214,011.01 $5,529,501.47
199607 B-IO AO9630101 $0.00 $0.00 $0.00
199608 B-IO AO9630101 $0.00 $0.00 $0.00
199609 B-IO AO9630101 $0.00 $0.00 $0.00
199610 B-IO AO9630101 $0.00 $0.00 $0.00
199611 B-IO AO9630101 $0.00 $0.00 $0.00
199612 B-IO AO9630101 $0.00 $0.00 $0.00
Total by Class $0.00 $0.00
199610 R AO9630102 $0.00 $0.00 $0.00
199611 R AO9630102 $0.00 $0.00 $0.00
199612 R AO9630102 $0.00 $0.00 $0.00
Total by Class $0.00 $0.00
