SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1996
Commission file number
333-07219
ACCREDITED HOME LENDERS, INC.
(as depositor under the Pooling and Servicing
Agreement dated as of September 1, 1996,
providing for the issuance of Accredited Mortgage
Loan Trust 1996-1, Mortgage Loan Asset-Backed
Certificates, Series 1996-1)
ACCREDITED HOME LENDERS, INC.
(Exact name of Registrant as specified in its
Charter)
CALIFORNIA 33-0426859
(State or other jurisdiction (I.R.S.
incorporation or organization) Employer
Identification
Number)
15030 AVENUE OF SCIENCE, SUITE 100
SAN DIEGO, CALIFORNIA 92128
(Address of principal executive offices)
Registrant's telephone number, including area
code: (619) 676-2100
Securities registered pursuant to Section 12(b)
of the Act: Not Applicable.
Securities registered pursuant to Section 12(g)
of the Act: Not Applicable.
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 the Form 10-K or any amendment to this Form
10-K. [ ].
Aggregate market value of voting stock held by
non-affiliates of the Registrant as of December
31, 1996: Not Applicable.
Number of shares of common stock outstanding as
of December 31, 1996: Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated
herein by reference are as follows:
Pooling and Servicing Agreement of
Registrant dated as of September 1, 1996 (hereby
incorporated herein by reference as an exhibit of
the Registrant's Current Report on Form 8-K filed
with Securities and Exchange Commission on
October 16, 1996).
Documents in Part II and Part IV incorporated
herein by reference are as follows:
Monthly Report to Certificateholders as to
distributions made on November 25, 1996 (to be
filed with Form 8-K).
Monthly Report to Certificateholders as to
distributions made on December 26, 1996 (to be
filed with Form 8-K).
Monthly Report to Certificateholders as to
distributions made on January 27, 1997 (to be
filed with Form 8-K).
Monthly Report to Certificateholders as to
distributions made on February 25, 1997 (to be
filed with Form 8-K).
PART I
ITEM 1. Business.
The Trust relating to Accredited Mortgage
Loan Trust 1996-1 Mortgage Loan Asset-Backed
Certificates, Series 1996-1 (the "Certificates"),
was established pursuant to a Pooling and
Servicing Agreement dated as of September 1, 1996
among Accredited Home Lenders, Inc., as sponsor,
(the "Sponsor") and, as master servicer, (the
"Master Servicer"), and Bankers Trust Company, as
trustee (the "Trustee"). (The Pooling and
Servicing Agreement is hereby incorporated herein
by reference as Exhibit 4.1 of the Registrant's
Current Report on Form 8-K filed with Securities
and Exchange Commission on October 16, 1996.)
The assets of the Trust will include two
groups (each, a "Mortgage Loan Group" or "Group",
and together , the "Mortgage Loan Pool") of
closed-end mortgage loans (the "Mortgage Loans")
secured by mortgages or deeds of trust (the
"Mortgaged Properties") to be conveyed to the
Trust on the Closing Date. The Class A-1
Certificates and the Class B-1 Certificates (the
"Group I Certificates") will represent undivided
ownership interests in a Group of Mortgage Loans
with fixed rates of interest. (Group I") and the
Class A-2 Certificates and Class B-2 Certificates
(the "Group II certificates") will represent
undivided ownership interests in a Group of
Mortgage Loans with adjustable rates of interest
("Group II"). All of the Mortgage Loans have
remaining terms to maturity of 30 years or less
and are secured by Mortgages which may be in
first or second lien positions.
Information with respect to the business of
the Trust would not be meaningful because the
only "business" of the Trust is the collection on
the Mortgage Loans and distribution of payments
on the Certificates to Certificateholders. This
information is accurately summarized in the
Monthly Reports to Certificateholders, which are
filed on Form 8-K. There is no additional
relevant information to report in response to
Item 101 of Regulation S-K.
ITEM 2. Properties.
The Sponsor owns no property. The Series
1996-1 Certificates, in the aggregate, represent
the beneficial ownership in a trust fund
consisting primarily of the Mortgage Loans. The
Trust will acquire title to real estate only upon
default of the mortgagors under the Mortgage
Loan. Therefore, this item is inapplicable.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of
Security Holders.
No matters were submitted to a vote of
Certificateholders during the fiscal year covered
by this report.
PART II
ITEM 5. Market for Registrant's Common Equity
and Related Stockholder Matters.
The Series 1996-1 Certificates represent, in
the aggregate, the beneficial ownership in a
trust fund consisting primarily of the Mortgage
Loans. The Certificates are owned by
Certificateholders as trust beneficiaries.
Strictly speaking, Registrant has no "common
equity," but for purposes of this Item only,
Registrant's Mortgage Loan Asset-Backed
Certificates are treated as "common equity."
(a) Market Information. There is no
established public trading market for
Registrant's Certificates. Registrant believes
the Certificates are traded primarily in
intra-dealer markets and non-centralized
inter-dealer markets.
(b) Holders. The number of registered holders
of all classes of Certificates on December 31,
1996 was 6.
(c) Dividends. Not applicable. The information
regarding dividends required by sub-paragraph (c)
of Item 201 of Regulation S-K is inapplicable
because the Trust does not pay dividends.
However, information as to distribution to
Certificateholders is provided in the Monthly
Reports to Certificateholders for each month of
the fiscal year in which a distribution to
Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited
activities of the Trust, the Selected Financial
Data required by Item 301 of Regulation S-K does
not add relevant information to that provided by
the Monthly Reports to Certificateholders, which
are filed on a monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.
Not Applicable. The information required by
Item 303 of Regulation S-K is inapplicable
because the Trust does not have management per
se, but rather the Trust has a Trustee who causes
the preparation of the Monthly Reports to
Certificateholders. The information provided by
the Monthly Reports to Certificateholders, which
are filed on a monthly basis on Form 8-K, does
provide the relevant financial information
regarding the financial status of the Trust.
ITEM 8. Financial Statements and Supplementary
Data.
Monthly Report to Certificateholders as to
distributions made on November 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on December 26, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on January 27, 1997 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on February 25, 1997 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Annual Statement of Compliance by the Master
Servicer is not currently available and will be
subsequently filed on Form 8.
Independent Accountant's Report on Servicer's
servicing activities is not currently available
and will be subsequently filed on Form 8.
ITEM 9. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of
Registrant.
Not Applicable. The Trust does not have
officers or directors. Therefore, the
information required by items 401 and 405 of
Regulation S-K are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have
officers or directors to whom compensation needs
to be paid. Therefore, the information required
by item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain
Beneficial Owners and Management.
(a) Security ownership of certain
beneficial owners. Under the Pooling and
Servicing Agreement governing the Trust, the
holders of the Certificates generally do not
have the right to vote and are prohibited from
taking part in management of the Trust. For
purposes of this Item and Item 13 only, however,
the Certificateholders are treated as "voting
security" holders.
As of December 31, 1996, the following are
the only persons known to Registrant to be the
beneficial owners of more than 5% of any class
of voting securities:
First National Bank of Boston (The)
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Series 1996-1
Class A-1
$14,073,000 (Original Principal Amount)
100% (Percentage of Class)
Bankers Trust Company
c/o BT Services Tennessee Inc.
Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Series 1996-1
Class A-2
$20,500,000 (Original Principal Amount)
26.3% (Percentage of Class)
Chase Manhattan Bank
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Series 1996-1
Class A-2
$32,500,000 (Original Principal Amount)
41.7% (Percentage of Class)
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
Series 1996-1
Class A-2
$7,500,000 (Original Principal Amount)
9.6% (Percentage of Class)
Goldman, Sachs & Co.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1996-1Class A-2
$10,000,000 (Original Principal Amount)
12.9% (Percentage of Class)
LBI-Lehman Government Securities Inc.
(LBI)
200 Vesey Street
New York, NY 10285
Series 1996-1
Class A-2
$7,548,000 (Original Principal Amount)
9.7% (Percentage of Class)
(b) Security ownership of management. Not
Applicable. The Trust does not have any officers
or directors. Therefore, the information
required by Item 403 of Regulation S-K is
inapplicable.
(c) Changes in control. Not Applicable.
Since Certificateholders do not possess, directly
or indirectly, the power to direct or cause the
direction of the management and policies of the
Trust, other than in respect to certain required
consents regarding any amendments to the Pooling
and Servicing Agreement, the information
requested with respect to item 403 of Regulation
S-K is inapplicable.
ITEM 13. Certain Relationships and Related
Transactions.
(a) Transactions with management and others.
Registrant knows of no transaction or series of
transactions during the fiscal year ended
December 31, 1996, or any currently proposed
transaction or series of transactions, in an
amount exceeding $60,000 involving the Registrant
in which the Certificateholders identified in
Item 12(a) had or will have a direct or indirect
material interest. There are no persons of the
types described in Item 404(a)(1),(2) and (4) of
Regulation S-K, however, the information required
by Item 404(a)(3) of Regulation S-K is hereby
incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not
Applicable. The Trust does not have management
consisting of any officers or directors.
Therefore, the information required by item 404
of Regulation S-K is inapplicable.
(d) Transactions with promoters. Not
Applicable. The Trust does not use promoters.
Therefore, the information required by item 404
of Regulation S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.
(a) The following is a list of documents
filed as part of this report:
EXHIBITS
Monthly Report to Certificateholders as to
distributions made on November 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on December 26, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on January 27, 1997 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on February 25, 1997 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Annual Statement of Compliance by the Master
Servicer is not currently available and will be
subsequently filed on Form 8.
Independent Accountant's Report on
Servicer's servicing activities is not currently
available and will be subsequently filed on Form
8.
(b) The following Reports on Form 8-K were
filed during the last quarter of the period
covered by this Report:
None
(c) The exhibits required to be filed by
Registrant pursuant to Item 601 of Regulation S-K
are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not
have any subsidiaries or affiliates. Therefore,
no financial statements are filed with respect to
subsidiaries or affiliates.
Supplemental information to be furnished
with reports filed pursuant to Section 15(d)
by registrants which have not registered
securities pursuant to Section 12 of the Act.
No annual report, proxy statement, form of
proxy or other soliciting material has been sent
to Certificateholders, and the Registrant does
not contemplate sending any such materials
subsequent to the filing of this report.
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.
By: Bankers Trust Company
not in its individual
capacity but solely as
a duly authorized agent
of the Registrant
pursuant to the Pooling
and Servicing Agreement,
dated as of September 1,
1996.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 26, 1997
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Report to Certificateholders as
to distributions made on November 25,
1996 (to be filed on Form 8-K with the
Securities and Exchange Commission).
1.2 Monthly Report to Certificateholders as
to distributions made on December 26,
1996 (to be filed on Form 8-K with the
Securities and Exchange Commission).
1.3 Monthly Report to Certificateholders as
to distributions made on January 27,
1997 (to be filed on Form 8-K with the
Securities and Exchange Commission).
1.4 Monthly Report to Certificateholders as
to distributions made on February 25,
1997 (to be filed on Form 8-K with the
Securities and Exchange Commission).
1.5 Pooling and Servicing Agreement of
Registrant dated as of March 23, 1994
(hereby incorporated herein by reference
as Exhibit 4.1 of Registrant's Current
Report on Form 8-K filed with Securities
and Exchange Commission on October 16,
1996).
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