SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(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
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-02209-05
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-6 Trust
(Exact name of registrant as specified in its charter)
New York (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)
52-1997836
(I.R.S. Employer Identification No.)
c/o Norwest Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, MD 21703
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (301)696-7900
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
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual
Report on Form 10-K (the "Original Form 10-K") filed on March 28, 1997, by
Norwest Bank Minnesota, N.A. (the "Reporting Person"), on behalf of Norwest
Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1996-6
Trust (the "Trust"), established pursuant to a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") among Norwest Asset Securities
Corporation, (the "Company"), as depositor, a trustee and a master servicer (or,
if applicable, a servicer) and in some instances, a certificate administrator,
pursuant to which the Norwest Asset Securities Corporation, Mortgage
Pass-Through Certificates, Series 1996-6 registered under the Securities Act of
1933 (the "Certificates") were issued. Item 14 of the Original Form 10-K is
amended to read in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
In accordance with the no action letter from the Office of Chief
Counsel of the Division of Corporate Finance, Securities and Exchange
Commission dated December 17, 1996 (the "No Action Letter"), the
following exhibits are or will be provided:
99.1 Annual Independent Accountants' Servicing Reports concerning
servicing activities under the Pooling and Servicing Agreements
for the year ended December 31, 1996, in accordance with the No
Action Letter.
(a) Citicorp Mortgage, Inc., as servicer <F1>
(b) Norwest Mortgage, Inc., as servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1996, in accordance
with the No Action Letter.
(a) Citicorp Mortgage, Inc., as servicer <F1>
(b) Norwest Mortgage, Inc., as servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1996, in accordance
with the No Action Letter.
(a) Citicorp Mortgage, Inc., as servicer <F1>
(b) Norwest Bank Minnesota, N.A., as Master Servicer <F1>
(c) Norwest Mortgage, Inc., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
(b) On October 31, 1996, a report on Form 8-K was filed in order to
provide the Pooling and Servicing Agreement for the Certificates.
On November 4, 1996, and December 3, 1996, reports on Form 8-K were
filed by the Company in order to provide the statements for the
monthly distributions to holders of the Certificates. No other reports
on Form 8-K have been filed during the last quarter of the period
covered by this report.
(c) Not applicable.
(d) Omitted pursuant to the No Action Letter.
<F1> Filed herewith.
<F2> Previously filed.
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:
NORWEST ASSET SECURITIES CORPORATION, MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1996-6 TRUST
By: NORWEST BANK MINNESOTA, N.A.,
as Master Servicer
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President -- Securities Administration Services
Dated: June 23, 1997
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities under the Pooling and Servicing Agreements for the year ended
December 31, 1996, in accordance with the No Action Letter.
(a) Citicorp Mortgage, Inc., as servicer <F1>
(b) Norwest Mortgage, Inc., as servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1996, in accordance with the No Action Letter.
(a) Citicorp Mortgage, Inc., as servicer <F1>
(b) Norwest Mortgage, Inc., as servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1996, in accordance with the No Action
Letter.
(a) Citicorp Mortgage, Inc., as servicer <F1>
(b) Norwest Bank Minnesota, N.A., as Master Servicer <F1>
(c) Norwest Mortgage, Inc., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
KPMG Peat Marwick LLP
1010 Market Street Telephone 314 444 1400 Telefax 314 444 1470
St. Louis, MO 63101-2085
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Citicorp Mortgage, Inc.:
We have examined management's assertion about Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citicorp) and subsidiaries' (the Company)
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKERS as of and for the year ended December 31, 1996 included in the
accompanying management assertion. Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Company'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 the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on the Company's compliance with the minimum servicing standards.
In our opinion, management's assertion that Citicorp Mortgage, Inc. 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.
February 14, 1997 /s/ KPMG Peat Marwick LLP
Member Firm of
KPMG lnternational
(logo)KPMG Peat Marwick LLP
2500 Ruan Center
P.O. Box 772
Des Moines, IA 50303
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Norwest Mortgage, Inc.:
We have examined management's assertion about Norwest Mortgage Banking'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, 1996, included in the
accompanying management assertion. Management is responsible for Norwest
Mortgage Banking'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 Norwest Mortgage Banking'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 Norwest Mortgage Banking's compliance with the minimum
servicing standards.
In our opinion, management's assertion that Norwest Mortgage Banking 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/KMPG Peat Marwick LLP
January 15, 1997
Member Firm of
KPMG International
Citicorp Mortgage, 12855 North Outer Forty Drive
Inc. St. Louis, Missouri
63141
A subsidiary of
Citicorp
(logo)CITICORP
As of and for the year ended December 31, 1996, Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citicorp) and subsidiaries (the Company) 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, the
Company had in effect fidelity bond and errors and omissions policies in the
amount of $272.5 million.
Very truly yours,
CITICORP MORTGAGE, INC.
By: /s/David B. Lowman
David B. Lowman, Managing Director -
Mortgage Services
By: /s/Jim B. Levites
Jim B. Levites, Managing Director -
Default Management
By: /s/Richard G. Thornberry
Richard G. Thornberry, President/Chief Operating Officer
By: /s/Carl L. Levinson
Carl L. Levinson, Chairman/Chief Executive Officer
February 14, 1997
kpmgsign
(logo)NORWEST MORTGAGE Norwest Mortgage. Inc.
Home Campus
Des Moines, IA 50328
515/221-7300
Management Assertion
As of and for the period ended December 31, 1996, Norwest Mortgage Banking 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, Norwest Mortgage
Banking had in effect a fidelity bond and errors and emissions policy in the
amount of $20 Million.
/s/Mark Oman January 15, 1997
Mark Oman, President and CEO Date
/s/Alta Jones January 15, 1997
Alta Jones, Senior Vice President & CFO Date
/s/Cara Heiden January 15, 1997
Cara Heiden, Executive Vice President, Loan Admin Date
NMFL #0820H 5/96
Citicorp Mortgage, Mail Station 313
Inc. P.O. Box 790013
St. Louis, Missouri
A subsidiary of 63179-0013
Citicorp
(logo)CITICORP
March 31, 1997
Investor #6121
Luis Rodriquez/Master Servicer
Norwest Bank
5325 Spectrum Drive
Frederick, MD 21701
OFFICER'S CERTIFICATE
RE: Annual Statement as to Compliance:
Pursuant to SASCOR Servicing Guide
Dear Mr. Rodriquez:
The activities of Citicorp Mortgage, Inc., performed under the above
referenced Servicing Guide during the preceding calendar year, have been
conducted under my supervision. Based upon a review of those activities and to
the best of my knowledge, Citicorp Mortgage, Inc. has fulfilled all of its
obligations under this Servicing Guide.
Citicorp Mortgage, Inc.
By: /s/ Linda Whitaker
Linda Whitaker, Assistant Vice President
(logo)NORWEST BANK Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
410/884-2000
April 30, 1997
First Union National Bank of North Carolina
230 S. Tryon Street, 9th Floor
Charlotte, NC 28288-1179
Atten: Pablo Delacanal
RE: Annual Statement As To Compliance for Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1996-6
Dear Mr. Delacanal:
Per Section 3.05 of the Pooling and Servicing Agreement, dated as of September
25, 1996, the undersigned Officer of Norwest Bank Minnesota, N.A. hereby
certifies the following for the 1996 calendar year or portion thereof:
(a) That such Officer has reviewed the activities of the Master Servicer during
the preceding calendar year or portion thereof and its performance under
such Agreement;
(b) That to the best of such Officer's knowledge, based on such review, the
Master Servicer has performed and fulfilled its duties, responsibilities
and obligations under each such Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such officer and
the nature and status thereof;
(c) That Norwest Bank Minnesota, N.A. has received from each Servicer any
financial statements, officer's certificats, accountant's statements or
other information required to be provided to the Master Servicer pursuant
to the related Agreement; with the exception of any information contained
in Exhibit A, if applicable and
(d) That to the best of such Officer's knowledge, based on such examination,
each Servicer has performed and fulfilled its duties, responsibilities and
obligations under its related Agreement in all material respects throughout
such year, or, if there has been a default in the performance or
fulfillment of any such duties, responsibilities or obligations, specifying
each such default known to such officer and the nature and status thereof,
with the exception of the information contained in Exhibit A, if
applicable.
Certified By: Certified By:
/s/Christine A. Tincher /s/William P. Walther, Jr.
Christine A. Tincher William P. Walther, Jr.
Vice President Assistant Secretary
April 30, 1997 April 30, 1997
Date Date
430\FIRSTUN\MERGE1-B\21-8\NASCOR96-6.DOC
NORWEST MORTGAGE, INC.
405 S.W. 5th Street
Des Moines, IA 50328
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1996 fiscal year:
(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to Norwest Bank
Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Norwest Bank Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050J and 6050P of the Internal Revenue Code, respectively,
have been prepared and filed.
Certified By:
/s/John B. Brown
Officer
Vice President
Title
3-18-97
Date
