FDIC REMIC TRUST 1996-C1
NT 10-K, 1997-04-02
ASSET-BACKED SECURITIES
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                                     UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 12b-25

                              NOTIFICATION OF LATE FILING


                                                    ---------------------------
                                                         SEC FILE NUMBER
                                                            333-16397

                                                    ---------------------------


                                                    ---------------------------
                                                            CUSIP NUMBER
                                                             301936AM2
                                                             301936AN0
                                                             301936AP5
                                                             301936AQ3
                                                             301936AR1
                                                             301936AS9
                                                             301936AT7

                                                    ---------------------------


(CHECK ONE):  /X/Form 10-K and Form 10-KSB  / /Form 20-F  / /Form 11-K 
                  / /Form 10-Q and Form 10-QSB     / /Form N-SAR

                 For Period Ended:           December 31, 1996
                                  --------------------------------------------
                 /  / Transition Report on Form 10-K
                 /  / Transition Report on Form 20-F
                 /  / Transition Report on Form 11-K
                 /  / Transition Report on Form 10-Q
                 /  / Transition Report on Form N-SAR
                 For the Transition Period Ended:
                                                 ------------------------------
- - -------------------------------------------------------------------------------
  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS 
               VERIFIED ANY INFORMATION CONTAINED HEREIN.
- - -------------------------------------------------------------------------------

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

- - -------------------------------------------------------------------------------

PART I

          FDIC REMIC Trust 1996-C1
- - -------------------------------------------------------------------------------
Full Name of Registrant
          N/A
- - -------------------------------------------------------------------------------
Former Name if Applicable
          c/o State Street Bank and Trust Company, Corporate Trust Department,
- - -------------------------------------------------------------------------------
          Two International Place, 5th Floor
- - -------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
          Boston, MA 02110
- - -------------------------------------------------------------------------------
City, State and Zip Code

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PART II

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

       (a)  The reasons described in reasonable detail in Part III of this 
            form could not be eliminated without unreasonable effort or 
            expense;
       (b)  The subject annual report, semi-annual report, transition report
            on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/         will be filed on or before the fifteenth calendar day following
            the prescribed due date; or the subject quarterly report of 
            transition report on Form 10-Q, or portion thereof will be filed
            on or before the fifth calendar day following the prescribed due
            date; and
       (c)  The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

PART III

State below in reasonable detail the reasons why Forms 10-K and Form 10-KSB, 
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion 
thereof, could not be filed within the prescribed period.

     The Registrant's Report on Form 10-k for fiscal year ended December 31, 
     1996 could not be filed within the prescribed time. The Registrant was 
     formed for the purpose of issuing the FDIC REMIC TRUST Series 1996-C1 
     Certificates and administering the trust created under the Pooling and 
     Servicing Agreement dated as of December 7, 1996 (the "Pooling Agreement")
     among the Federal Deposit Insurance Corporation ("FDIC") in its corporate 
     capacity and in its capacities as administrator of the Bank Insurance 
     Fund and as receiver of certain state and federally chartered depository
     institutions, Banc One Management and Consulting Corporation, as 
     Servicer, and State Street Bank and Trust Company, as Trustee. On 
     December 20, 1996, the Registrant issued its Certificates, which 
     Certificates evidence beneficial ownership interest in the Trust Fund 
     created under the Pooling Agreement. No distributions were made on 
     the Certificates during fiscal year ended December 31, 1996. The FDIC
     pursuant to a limited guaranty delivered on December 20, 1996 guaranteed 
     certain distributions on the Certificates.

     Following a series of no-action letters issued by the Commission's staff 
     with respect to reporting requirements for mortgage pass-through trusts, 
     the Registrant intends to file a modified Form 10-K. Since no 
     distributions were made with respect to the Certificates during the 
     period covered by the Registrant's Report on Form 10-K, the Registrant 
     believes that the only meaningful information to be disclosed to 
     investors in its Report on Form 10-K is the audited financial statements 
     (the "Financial Statements") of the Bank Insurance Fund of the FDIC. As 
     of March 30, 1997, the Registrant has not received the Financial 
     Statements, the accountant's letter and the consent of the accountants 
     to the filing of the accountant's letter with respect to such Financial 
     Statements. The Registrant believes that neither the Financial Statement 
     nor the accountant's letter could have been obtained earlier without 
     unreasonable effort or expense on the part of the Registrant. The 
     Registrant intends to file the Financial Statements on or before the 
     15th calendar day following the prescribed due date.

                                      -2-

<PAGE>


PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification
       Amelia M. Charamba, Esq.            (617)              951-2062
    ---------------------------------- ----------------- ----------------------
                    (Name)                (Area Code)      (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
    Securities Exchange Act of 1934 or Section 30 of the Investment Company 
    Act of 1940 during the preceding 12 months or for such shorter period 
    that the registrant was required to file such report(s) been filed? If
    answer is no, identify report(s).                           /X/ Yes  / / No

    ---------------------------------------------------------------------------

(3) Is it anticipated that any significant change in results of operations 
    from the corresponding period for the last fiscal year will be reflected
    by the earnings statements to be included in the subject report or 
    portion thereof?                                            / / Yes  /X/ No

    If so, attach an explanation of the anticipated change, both narratively 
    and quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results cannot be made.

                           FDIC REMIC Trust 1996-C1
             ---------------------------------------------------
                 (Name of Registrant as Specified in Charter)

    has caused this notification to be signed on its behalf by the undersigned
    hereunto duly authorized.


                                    By:   State Street Bank and Trust Company,
                                          solely in its capacity as trustee 
                                          of the FDIC REMIC Trust 1996-C1 and 
                                          not individually


Date:  April 1, 1997                By:/s/David Duclos
                                       ----------------------------------------
                                       David Duclos, Assistant Vice President


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