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
333-3197
SOUTHERN PACIFIC SECURED ASSETS CORP.
(as depositor under the Pooling and Servicing
Agreement dated as of May 8, 1996, providing
for the issuance of Mortgage Pass-Through
Certificates, Series 1996-2)
SOUTHERN PACIFIC SECURED ASSETS CORP.
(Exact name of Registrant as specified in its
Charter)
CALIFORNIA 33-0659688
(State or other jurisdiction (I.R.S.
incorporation or organization) Employer
Identification
Number)
ONE CENTERPOINT DRIVE, SUITE 500
LAKE OSWEGO, OREGON 97035
(Address of principal executive offices)
Registrant's telephone number, including area
code: (503) 684-4700
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 May 8, 1996 (hereby incorporated
herein by reference as Exhibit 4 of the
Registrant's Current Report on Form 8-K filed with
Securities and Exchange Commission on May 31, 1996).
Documents in Part II and Part IV incorporated
herein by reference are as follows:
Monthly Report to Certificateholders as to
distributions made on June 25, 1996 (to be
filed on Form 8-K with the Securities and Exchange
Commission).
Monthly Report to Certificateholders as to
distributions made on July 25, 1996 (to be
filed on Form 8-K with the Securities and Exchange
Commission).
Monthly Report to Certificateholders as to
distributions made on August 26, 1996 (to be
filed on Form 8-K with the Securities and Exchange
Commission).
Monthly Report to Certificateholders as to
distributions made on September 25, 1996 (to be
filed on Form 8-K with the Securities and Exchange
Commission).
Monthly Report to Certificateholders as to
distributions made on October 25, 1996 (to be
filed on Form 8-K with the Securities and Exchange
Commission).
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).
PART I
ITEM 1. Business.
The trust fund relating to Southern Pacific
Secured Assets Corp. Mortgage Pass-Through
Certificates, Series 1996-2 (the "Certificates"),
was established pursuant to a Pooling and
Servicing Agreement dated as of May 8, 1996 among
Southern Pacific Secured Assets Corp., as
company, (the "Company"), Advanta Mortgage Corp.
USA, as master servicer, (the "Master Servicer"),
and Bankers Trust Company of California, N.A., as
trustee (the "Trustee"). (The Pooling and
Servicing Agreement is hereby incorporated herein
by reference as Exhibit 4 of the Registrant's
Current Report on Form 8-K filed with Securities
and Exchange Commission on May 31, 1996.)
The Series 1996-2 will represent in the
aggregate the entire beneficial ownership
interest in a trust fund (the "Trust Fund"). The
Trust Fund will consist primarily of a segregated
pool (a "Mortgage Pool") of one- to four-family
and/or multifamily residential first and/or
junior mortgage loans or manufactured housing
conditional sales contracts and installment
loan agreements (collectively, the "Mortgage
Loans") or interests therein (which may include
Mortgage Securities as defined herein), acquired
by the Company from one or more affiliated or
unaffiliated institutions (the "Sellers"). The
Mortgage Loans and other assets in the Trust Fund
will be held in trust for the benefit of the
holders of the related series of Certificates
(the "Certificateholders").
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
1996-2 Certificates, in the aggregate, represent
the beneficial ownership in a Trust
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 1996-2 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 Pass-Through 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 21.
(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 June 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on July 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on August 26, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on September 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on October 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
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 the Registrant to be
the beneficial owners of more than 5% of any
class of voting securities:
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
Series 1996-2Class A-1
$30,000,000 (Original Principal Amount)
40.0% (Percentage of Class)
Custodial Trust Company
101 Carnegie Center
Princeton, NJ 08540
Series 1996-2
Class A-1
$35,000,000 (Original Principal Amount)
46.7% (Percentage of Class)
First National Bank of Chicago
One First National Plaza, Suite 0417
Chicago, IL 60670
Series 1996-2
Class A-1
$5,000,000 (Original Principal Amount)
6.7% (Percentage of Class)
Republic National Bank of New York
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
Series 1996-2
Class A-1
$5,000,000 (Original Principal Amount)
6.7% (Percentage of Class)
Bank of New York
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1996-2
Class A-2
$4,700,000 (Original Principal Amount)
12.8% (Percentage of Class)
Bankers Trust Company
c/o BT Services Tennessee Inc.
Pension Services
648 Grassmere Park Road
Nashville, TN 37211
Series 1996-2Class A-2
$6,000,000 (Original Principal Amount)
16.3% (Percentage of Class)
Boston Safe Deposit & Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1996-2
Class A-2
$3,645,000 (Original Principal Amount)
9.9% (Percentage of Class)
Chase Manhattan Bank
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Series 1996-2
Class A-2
$13,500,000 (Original Principal Amount)
36.6% (Percentage of Class)
Prudential Securities Incorporated
111 8th Avenue, 4th Floor
New York, NY 10011
Series 1996-2
Class A-2
$7,520,000 (Original Principal Amount)
20.4% (Percentage of Class)
Bank of New York
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1996-2
Class A-3
$17,110,000 (Original Principal Amount)
63.2% (Percentage of Class)
Chase Manhattan Bank
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Series 1996-2Class A-3
$10,000,000 (Original Principal Amount)
36.9% (Percentage of Class)
Chase Manhattan Bank
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Series 1996-2
Class A-4
$5,000,000 (Original Principal Amount)
40.8% (Percentage of Class)
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
Series 1996-2Class A-4
$5,180,000 (Original Principal Amount)
42.2% (Percentage of Class)
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607
Series 1996-2
Class A-4
$2,100,000 (Original Principal Amount)
17.1% (Percentage of Class)
Huntington National Bank
41 South High Street, 10th Floor
Columbus, OH 43287
Series 1996-2
Class A-5
$500,000 (Original Principal Amount)
5.4% (Percentage of Class)
Morgan Stanley & Co., Incorporated
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1996-2
Class A-5
$3,000,000 (Original Principal Amount)
32.4% (Percentage of Class)
National City Bank
1900 East 9th Street
Cleveland, OH 44114
Series 1996-2
Class A-5
$500,000 (Original Principal Amount)
5.4% (Percentage of Class)
SSB-Custodian
Quincy Securities Processing
A5W P.O. Box 1631
Boston, MA 02105-1631
Series 1996-2
Class A-5
$5,280,000 (Original Principal Amount)
56.9% (Percentage of Class)
Chase Manhattan Bank
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Series 1996-2
Class A-6
$9,440,000 (Original Principal Amount)
100% (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 June 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on July 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on August 26, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on September 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
Monthly Report to Certificateholders as to
distributions made on October 25, 1996 (to be
filed on Form 8-K with the Securities and
Exchange Commission).
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 of
California, N.A.
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
May 8, 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 June 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 July 25,
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 August 26,
1996 (to be filed on Form 8-K with the
Securities and Exchange Commission).
1.4 Monthly Report to Certificateholders as
to distributions made on September 25,
1996 (to be filed on Form 8-K with the
Securities and Exchange Commission).
1.5 Monthly Report to Certificateholders as
to distributions made on October 25,
1996 (to be filed on Form 8-K with the
Securities and Exchange Commission).
1.6 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).
1.7 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).
1.8 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).
1.9 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).
2.0 Pooling and Servicing Agreement of
Registrant dated as of May 8, 1996
(hereby incorporated herein by reference
as Exhibit 4 of Registrant's Current
Report on Form 8-K filed with Securities
and Exchange Commission on May 31,
1996).
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