SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
|X| Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended December 31, 1997
OR
|_| Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _______________
to _______________
Commission File No. 333-44593
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SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. (SERIES 1996-5)
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3439681
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SEVEN WORLD TRADE CENTER, 40TH FLOOR
NEW YORK, NEW YORK 10048
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212 783-5659
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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
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<PAGE>
PART I
ITEM 1 BUSINESS.
Not applicable.
ITEM 2 PROPERTIES.
Not applicable.
ITEM 3 LEGAL PROCEEDINGS.
None.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders during
the period covered by this report through the solicitation of
proxies or otherwise.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) There is no established trading market for the
Certificates.
(b) There is approximately 1 holder of record as of the
end of the reporting year.
ITEM 6 SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS.
Not applicable.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Not applicable.
<PAGE>
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11 EXECUTIVE COMPENSATION.
Not applicable.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT.
The following table provides information, as of the end of the
reporting year with respect to the ownership by each person or group of persons,
known by the Registrant to be a record owner of 5% or more of each class of the
1996-5 Series of Certificates. This does not reflect the persons who hold their
certificates in nominee or "street" name.
Except as set forth below, the Registrant is not aware of any
record owner of more than 5% of the Certificates as of the end of the reporting
year.
<TABLE>
<CAPTION>
Percent of Class of
Principal Amount of Certificates Outstanding (by
Series and Class Certificates Owned aggregate principal balance
of Certificates Name and Address of Record or Percentage Interest)
--------------- ---------------- --------- -----------------------
<S> <C> <C> <C>
1996-5
Class A Chase Manhattan Bank $54,464,500 100%
4 New York Plaza
13th Floor
New York, NY 10004
</TABLE>
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
<PAGE>
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON
FORM 8-K.
(a) Exhibits.
The following exhibits are or will be provided.
99.1 Annual report of Independent Public
Accountants' as to master servicing
activities or servicing activities, as
applicable.
(a) Option One Mortgage Corporation, as
master servicer (F1)
99.2 Annual Statement of Compliance with
obligations under the Pooling and Servicing
Agreement or servicing agreement, as
applicable, of:
(a) Option One Mortgage Corporation, as
master servicer (F1)
(b) Not applicable.
(c) Not applicable.
<PAGE>
(F1) Such document (i) is not filed herewith since such document was not
received by the Registrant at least three business days prior to the due date of
this report; and (ii) will be included in an amendment to this report on Form
10-K/A to be filed within 30 days of the Registrant's receipt of such document.
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.
<PAGE>
SIGNATURES
Subject 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.
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
(Registrant and as Depositor)
By:/s/ Gregory P. Petroski
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Gregory P. Petroski
Assistant Secretary
Date: March 25, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons and in the capacities and
on the date indicated.
SIGNATURE CAPACITY DATE
/s/ Gregory P. Petroski* Director and President March 25, 1998
- ---------------------- (Principal Executive Officer)
Thomas G. Maheras
/s/ Gregory P. Petroski* Treasurer (Principal March 25, 1998
- ----------------------- Financial and Principal
Thomas W. Jasper Accounting Officer)
/s/ Gregory P. Petroski* Director and March 25, 1998
- ----------------------- Vice President
Jeffrey A. Perlowitz
/s/ Gregory P. Petroski* Director and Assistant March 25, 1998
- ----------------------- Secretary
Gregory P. Petroski
* By:/s/ Gregory P. Petroski
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Gregory P. Petroski
Attorney-in-fact
