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 period from August 15, 1996 (Commencement
of Operations) to December 31, 1996
[ ] 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 34-020552
Saxon Asset Securities Trust 1996-1
Mortgage Loan Asset Backed Certificates, Series 1996-1
(Exact name of registrant as specified in its charter)
Virginia 52-1785164
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
4880 Cox Road, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (804) 967-7400
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 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]
Documents incorporated by reference: None
Page 1 of 5 This report consists of 15
consecutively numbered pages.
<PAGE>
SAXON ASSET SECURITIES TRUST 1996-1
TABLE OF
CONTENTS
Page
PART I
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
Item 5. Market for Registrant's Common Equity 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................3
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.............3
PART III
Item 10. Directors and Executive Officers of the Registrant.........3
Item 11. Executive Compensation.....................................4
Item 12. Security Ownership of Certain Beneficial Owners
and Management...................................4
Item 13. Certain Relationships and Related Transactions..............4
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K..................................4
SIGNATURE.............................................................5
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act...... ...........................................6
INDEX TO EXHIBITS........... ..........................................7
<PAGE>
This Annual Report on Form 10-K is filed in accordance with a letter dated March
13, 1997 sent to the Office of Chief Counsel, Division of Corporate Finance of
the Securities and Exchange Commission (the "Commission") requesting that the
Commission enter an order pursuant to Section 12(h) of the Securities Exchange
Act of 1934 (the "Exchange Act"), granting exemption for the Trust from the
reporting requirements of Section 13 and 15(d), or issue a no action letter to
like effect. Accordingly, responses to certain Items have been omitted from or
modified in this Annual Report on Form 10-K.
PART I
Item 1. Business
Omitted.
Item 2. Properties
Omitted.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect to,
the Company, the Master Servicer or the Trustee, as related to the Trust..
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered
Certificates during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust does not issue stock.
As of January 2, 1997, the number of holders of each Class of Offered
Certificates was as follow:
Class A-1 1
Class A-2 6
Class A-3 9
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial condition and
Results of Operations
Omitted.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There was no change of accountants or disagreement with accountants on any
matter of accounting principles or practices or financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following entities own more than 5% of the specified Class of Certificates.
These positions are held through the Depository Trust Company. The Master
Servicer has not been advised that any such DTC participants are beneficial
owners.
Class A-1 LBI Lehman Government Securities Inc.
Class A-2 Bank of New York
Bankers Trust Company
United States National Bank of Oregon
Class A-3 Bankers Trust Company
Chase Manhattan Bank/Chemical
French American Banking Corp.
Boston Safe Deposit & Trust Co.
First National Bank of Chicago
Republic National Bank of New York - Investment Account
Item 13. Certain Relationships and Related Transactions
No reportable transactions have occurred.
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:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Exhibits:
Annual Master Servicer Statement of Compliance, filed as Exhibit 99.1 hereto.
Annual Servicer Statement of Compliance, filed as Exhibit 99.2 hereto.
Annual Compilation of Selected Financial Information, filed as Exhibit 99.3
hereto.
Annual Statement of Independent Accountants for each Servicer,
filed as Exhibit 99.4 hereto.
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were
filed by the Registrant during the last quarter of 1996.
Current Reports on Form 8-K, dated September 25, 1996, October 25, 1996
and November 25, 1996 were filed for the purpose of filing the Monthly
Statement sent to the Holders of the Offered Certificates for payments
made on the same dates. The items reported in such Current Report were
Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
<PAGE>
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.
Saxon Asset Securities Trust 1996-1
Mortgage Loan Asset Backed Certificates
1996-1
Date: March 25, 1997 By: /s/ Brad Adams
--------------
Brad Adams
VicePresident
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security
holders. The registrant will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits Page
99.1 Annual Statement of Compliance 8
99.2 Annual Servicing Reports 10
99.3 Annual Compilation of Selected Financial
Information 12
99.4 Annual Statement of Independent Accountants' for Each
Servicer 14
<PAGE>
EXHIBIT 99.1
ANNUAL STATEMENT OF COMPLIANCE
<PAGE>
ANNUAL STATEMENT OF COMPLIANCE
I, Nelda Roberts, hereby certify that I am a Vice President of Texas Commerce
Bank National Association, ("the Master Servicer") acting as Master Servicer,
pursuant to a Trust Agreement ("Agreement") with Saxon Asset Securities Trust
1996-1, and further certify to the best of my knowledge and after due inquiry,
the following:
I have reviewed the activities of the Master Servicer, during
the preceding calendar year and the performance under the
Agreement. To the best of my knowledge, based on such review,
Texas Commerce Bank, as Master Servicer, has performed and
fulfilled its duties, responsibilities and obligations under
the Agreement in all material respects during the applicable
period.
I have conducted an examination of the activities of each
Servicer during the preceding calendar year and the
performance of such Servicer under the related Servicing
Agreement.
I have examined each Servicer's Fidelity Bond and Errors and
Omissions Policy and each such bond or policy is in effect and
conforms to the requirements of the related Servicing
Agreement.
I have received from each Servicer such Servicer's annual
audited financial statements and such other information as is
required by the Guide and to the best of my knowledge, based
on such examination, each Servicer has performed and fulfilled
its duties, responsibilities and obligations under its
Servicing Agreement in all material respects throughout such
year.
/s/ Nelda C. Roberts
Nelda C. Roberts
Title: Vice President and Trust Officer
Date: March 25, 1997
<PAGE>
EXHIBIT 99.2
ANNUAL SERVICING REPORTS
<PAGE>
CERTIFICATE OF COMPLIANCE
Saxon 96-1 and 96-2
The undersigned, an officer of Meritech Mortgage Services, Inc. (The
Participant) hereby certifies as follows:
(1) A review of the activities of the Participant during the
preceding year with respect to performance under this Agreement
has been made under such Officer's supervision: and
(2) To the best of such Officer's knowledge based on such review,
there is not default by the Participant in fulfillment of any of
its obligations under this Agreement, or if there is any such
default and the such Officer, specifying each such default and the
nature and status thereof.
In witness whereof the undersigned has executed this Certificate of compliance
this 3rd day of March, 1997.
Meritech Mortgage Services, Inc.
/s/Lynnette Anderson
Lynnette Anderson
Vice President
<PAGE>
EXHIBIT 99.3
ANNUAL COMPILATION OF SELECTED FINANCIAL INFORMATION
<PAGE>
============================
Saxon Asset Securities
Trust 1996-1
============================
Annual Compilation of Selected
Financial Information
(1) 1996 annual distribution with respect to the
holder's Certificates
based on original principal
amount of $1,000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Principal Interest Total original
Total Class A-1 1,662,556.32 1,309,836.85 2,972,393.17 43000000
Class A-2 0.00 322,400.00 322,400.00 9600000
Class A-3 33,562,374.95 3,652,363.54 37,214,738.49 181489000
Per $1,000 Class A-1 38.6641 30.4613 69.1254
Class A-2 0.0000 33.5833 33.5833
Class A-3 184.9279 20.1244 205.0523
Group I Group II
(2) Prepayments 1,110,158.26 31,929,331.60
Subordination 380,362.90 1,066,731.37
increase amount
(3) Distributions less than the - -
Required Distribution Amount
(4) Insured Payment - -
(5) Certificate principal Balance @
12/31/96:
Class A-1 41,337,443.68
Class A-2 9,600,000.00
Class A-3 147,926,625.05
Group I Group II
Schedule Principal Balance of 51,317,806.58 148,993,356.42
each Group @ 12/31/96
Group I Group II
(6) Subordinated Amount @ 380,362.90 1,066,731.37
12/31/96
Subordination - -
Deficit @ 12/31/96
(7) Substitution - -
Shortfalls
(8) Weighted Average Net Rate of 9.31% 7.65%
Mortgage Loans
(9) Largest mortgage loan 679,561.40 1,168,017.63
balance
(10) Servicing Fees 66,049.77 300,843.98
Master Servicing Fees 9,830.32 38,870.34
Premium Amount 26,098.16 85,908.70
(11) Index value for Variable Rate 5.44%
Certificates @ 12/31/96
(12) Pass-through rates for Variable 5.78%
Rate Certificates
</TABLE>
.
<PAGE>
EXHIBIT 99.4
ANNUAL STATEMENT OF INDEPENDENT ACCOUNTANTS FOR EACH SERVICER
<PAGE>
DELOITTE & TOUCHE LLP
Suite 500
Eighth & Main Building
707 East Main Street
Richmond, Virginia 23219
Telephone: (804) 697-1500
Facsimile: (804) 697-1825
INDEPENDENT ACCOUNTANTS" REPORT
To the Board of Directors
Meritech Mortgage Services, Inc.
Fort Worth, Texas
We have examined management's assertion about Meritech Mortgage Services, Inc.
("Meritech"), compliance with servicing standards identified in the Appendix as
of December 31, 1996 and for the period from May 14, 1996 (acquisition date)
through December 31, 1996, included in the accompanying management assertion.
Such standards were established by Meritech's management based on the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP). Management is responsible for Meritech's compliance with these
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 Meritech's compliance with the
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 Meritech's compliance with the servicing standards or its
servicing agreements.
In our opinion, management's assertion that Meritech complied with its
established servicing standards identified in the Appendix as of December 31,
1996 and for the period from may 14, 1996 (acquisition date) through December
31, 1996, is fairly stated, in all material respects.
Deloitte & Touche LLP
May 14, 1997
file=f:finrpt\secrpt\issuers\saxon\96-110k
