SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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.: 333-02209-08
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1996-5 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)
52-2001399, 52-2002934
(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. 2 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 1996-5
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 1996-5 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) Bank of America NT&SA, as servicer <F2>
(b) Cimarron Mortgage Company, as servicer <F2>
(c) Citicorp Mortgage, Inc., as servicer <F2>
(d) Countrywide Credit Industries, Inc., as servicer <F2>
(e) Knutson Mortgage Corporation, as servicer <F2>
(f) First Union National Bank of North Carolina, as servicer
<F2>
(g) HomeSide Lending, Inc., as servicer <F2>
(h) National City Mortgage Company, as servicer <F1>
(i) Norwest Mortgage, Inc., as servicer <F2>
(j) SunTrust Mortgage, Inc., as servicer <F2>
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) Bank of America NT&SA, as servicer <F2>
(b) Cimarron Mortgage Company, as servicer <F1>
(c) Citicorp Mortgage, Inc., as servicer <F2>
(d) Countrywide Credit Industries, Inc., as servicer <F2>
(e) Knutson Mortgage Corporation, as servicer <F2>
(f) First Union National Bank of North Carolina, as servicer
<F2>
(g) HomeSide Lending, Inc., as servicer <F2>
(h) National City Mortgage Company, as servicer <F1>
(i) Norwest Mortgage, Inc., as servicer <F2>
(j) SunTrust Mortgage, Inc., as servicer <F2>
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) Bank of America NT&SA, as servicer <F2>
(b) Cimarron Mortgage Company, as servicer <F2>
(c) Citicorp Mortgage, Inc., as servicer <F2>
(d) Countrywide Credit Industries, Inc., as servicer <F2>
(e) Knutson Mortgage Corporation, as servicer <F2>
(f) First Union National Bank of North Carolina, as servicer
<F2>
(g) HomeSide Lending, Inc., as servicer <F2>
(h) National City Mortgage Company, as servicer <F2>
(i) Norwest Bank Minnesota, N.A., as Master Servicer <F2>
(j) Norwest Mortgage, Inc., as servicer <F2>
(k) SunTrust Mortgage, Inc., as servicer <F2>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
(b) On December 12, 1996, a report on Form 8-K was filed in order to
provide the Pooling and Servicing Agreement for the Certificates.
On December 3, 1996, a report on Form 8-K was 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 1996-5 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: September 2, 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) Bank of America NT&SA, as servicer <F2>
(b) Cimarron Mortgage Company, as servicer <F2>
(c) Citicorp Mortgage, Inc., as servicer <F2>
(d) Countrywide Credit Industries, Inc., as servicer <F2>
(e) Knutson Mortgage Corporation, as servicer <F2>
(f) First Union National Bank of North Carolina, as servicer <F2>
(g) HomeSide Lending, Inc., as servicer <F2>
(h) National City Mortgage Company, as servicer <F1>
(i) Norwest Mortgage, Inc., as servicer <F2>
(j) SunTrust Mortgage, Inc., as servicer <F2>
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) Bank of America NT&SA, as servicer <F2>
(b) Cimarron Mortgage Company, as servicer <F1>
(c) Citicorp Mortgage, Inc., as servicer <F2>
(d) Countrywide Credit Industries, Inc., as servicer <F2>
(e) Knutson Mortgage Corporation, as servicer <F2>
(f) First Union National Bank of North Carolina, as servicer <F2>
(g) HomeSide Lending, Inc., as servicer <F2>
(h) National City Mortgage Company, as servicer <F1>
(i) Norwest Mortgage, Inc., as servicer <F2>
(j) SunTrust Mortgage, Inc., as servicer <F2>
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) Bank of America NT&SA, as servicer <F2>
(b) Cimarron Mortgage Company, as servicer <F2>
(c) Citicorp Mortgage, Inc., as servicer <F2>
(d) Countrywide Credit Industries, Inc., as servicer <F2>
(e) Knutson Mortgage Corporation, as servicer <F2>
(f) First Union National Bank of North Carolina, as servicer <F2>
(g) HomeSide Lending, Inc., as servicer <F2>
(h) National City Mortgage Company, as servicer <F2>
(i) Norwest Bank Minnesota, N.A., as Master Servicer <F2>
(j) Norwest Mortgage, Inc., as servicer <F2>
(k) SunTrust Mortgage, Inc., as servicer <F2>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
(logo)ERNST & YOUNG LLP 1300 Huntington Building Phone: 216 861 5000
925 Euclid Avenue
Cleveland, Ohio 44115-1405
Report of Independent Accountants on Management's Assertion
on Compliance with Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Board of Directors
National City Mortgage Co.
We have examined management's assertion that National City Mortgage Co. (NCM)
complied with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP) during the year ended December 31, 1996, included in the accompanying
report titled REPORT OF MANAGEMENT. Management is responsible for NCM's
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about NCM'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 NCM's compliance with those
requirements 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 NCM's
compliance with specified requirements.
In our opinion, management's assertion that NCM complied with the aforementioned
requirements during the year ended December 31, 1996 is fairly stated, in all
material aspects.
/s/Ernst & Young LLP
February 7, 1997
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
(logo)CIMARRON 3780 I-55 North
MORTGAGE COMPANY Jackson, MS 38211
P.O. Box 12830 (601)987-8000
Jackson, MS 39238-2830 Fax: (601)987-8002
March 7, 1997
Ernst & Young, LLP
400 One Jackson Place
Jackson, MS 39201
Gentlemen:
In connection with your compliance attestation engagement relating to
management's assertion about Cimarron Mortgage Company's compliance with the
minimum servicing standards as set forth in the Mortgage Bankers Association of
AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) as of
December 31, 1996, and for the year then ended, we recognize that obtaining
representations from us concerning the information contained in this letter is a
significant procedure in enabling you to form an opinion on whether our
assertion about compliance with the minimum servicing standards as set forth in
the USAP is fairly stated in all material respects. Accordingly, we make the
following representations, for the year ended December 31, 1996, with respect to
compliance with the minimum servicing requirements as set forth in the USAP,
which are true to the best of our knowledge and belief.
We acknowledge that, as members of management of Cimarron Mortgage Company, we
are responsible for complying with the minimum servicing standards as set forth
in the USAP. We are also responsible for establishing and maintaining effective
internal control over compliance with these standards. We have performed an
evaluation of Cimarron Mortgage Company's compliance with the minimum servicing
standards referred to above as of December 31, 1996 and for the year then ended.
Based on this evaluation, Cimarron Mortgage Company has complied with the
minimum servicing standards as set for the in the USAP.
There has been no known non compliance with minimum servicing standards for the
period from December 31, 1996 through the date of your attestation examination
report.
As of and for this same period, Cimarron Mortgage Company had in effect a
fidelity bond and errors and omissions policy in the amount of $2,000,000.
We have made available to you all documentation related to compliance with the
minimum servicing standards.
Member of the Mortgage Bankers Association
Ernst & Young, LLP
March 7, 1997
Page Two
There have been no irregularities involving management or employees who have
significant roles in internal control. There have been no irregularities
involving other employees that could have a material effect on compliance with
the minimum servicing standards.
There have been no communications from regulatory agencies concerning possible
noncompliance with the minimum servicing standards for the year ended December
31, 1996 and through the date of your attestation examination report.
No events or transactions have occurred since December 31, 1996, or are pending
that would have an effect on our compliance with minimum servicing standards at
that date or for the year then ended.
We understand that your examination was conducted in accordance with Statement
on Standards for Attestation Engagement No. 3, COMPLIANCE ATTESTATION, issued by
the American Institute of Certified Public Accountants, and was, therefore,
designed primarily for the purpose of expressing an opinion on whether our
assertion is fairly stated in all material respects based on criteria
established by the Mortgage Banker's Association and that your procedures were
limited to those that you considered necessary for that purpose.
Very truly yours,
/s/Paul J. Salvo
PAUL J. SALVO
President and Chief Executive Officer
/s/George T. Henley
GEORGE T. HENLEY
Executive Vice President
/s/Linda Scott
LINDA SCOTT
Vice President and Secretary
(logo)National City National City Mortgage Co.
Mortgage 3232 Newmark Drive Miamisburg, Ohio 45342
Telephone (937) 436-3025
Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820
Management's Assertion on Compliance with Minimum Servicing
Standards Set Forth in the Uniform Single Attestation Program
for Mortgage Bankers
Report of Management
We, as members of management of National City Mortgage Co. (NCM), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 1996 and for the year then
ended. Based on this evaluation, we assert that during the year ended December
31, 1996, NCM complied with the minimum servicing standards set forth in the
USAP.
As of and for this same period, NCM had in effect a fidelity bond policy in the
amount of $50 million and an errors and omissions policy in the amount of $20
million.
/s/Leo E. Knight, Jr.
Leo E. Knight, Jr., President
/s/T. Jackson Case, Jr.
T. Jackson Case, Jr., Senior Vice President
February 7, 1997
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