2
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 1996-2
Mortgage Loan Asset Backed Certificates, Series 1996-2
(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 6 This report consists of 19
consecutively numbered pages.
<PAGE>
SAXON ASSET SECURITIES TRUST 1996-2
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......... ....4
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. 5
SIGNATURE.................................................................6
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.....................................................7
INDEX TO EXHIBITS.........................................................8
<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 3
Class A-2 4
Class A-3 2
Class A-4 3
Class A-5 4
Class A-6 10
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 Chase Manhattan Bank/Chemical
Corestates Bank, N.A.
Class A-2 Prudential Securities, Inc.
Boston Safe Deposit & Trust Co.
UMB Bank, N.A.
Merrill Lynch - Debt Securities
Class A-3 Bank of New York
Investors Fiduciary Trust Company/SSB
Class A-4 Prudential Securities, Inc.
Chase Manhattan Bank
Merrill Lynch - Debt Securities
Class A-5 Prudential Securities, Inc.
Bank of New York
Citicorp Services, Inc.
Merrill Lynch - Debt Securities
Class A-6 Commerzbank Capital Market Corp.
PWI CMO Account - Government Securities Clearance
Chase Manhattan Bank
Bankers Trust Company
Citicorp Services, Inc.
Boston Safe Deposit & Trust Co.
Custodial Trust Company
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 Statements 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: No reports on Form 8-K were filed by the
Registrant during the last quarter of 1996.
(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 1996-2
Mortgage Loan Asset Backed Certificates
1996-2
Date: March 25, 1997 By: /s/ Brad Adams
--------------
Brad Adams
Vice President
<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
In accordance with the letter dated March 13, 1997 sent to the Securities and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the Annual Statement of Compliance
required under the Trust Agreement dated August 1, 1996. The Statement of
Compliance states that the Master Servicer has received the annual audited
financial statements of each servicer. Since the financial statements for one of
the servicers will not be received until after March 31, 1997, the Annual
Statement of Compliance cannot be filed by Master Servicer by the 10-K filing
deadline. Accordingly the Annual Statement of Compliance will be filed with an
amended 10-K when the financial statements have been received.
<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>
In accordance with the letter dated March 13, 1997 sent to the Securities and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the annual compliance statement of
each Servicer. Such statement has not yet been received for Long Beach Mortgage
Company. Accordingly the annual compliance statement for Long Beach will be
filed with an amended 10-K when such statement is received.
<PAGE>
EXHIBIT 99.3
ANNUAL COMPILATION OF SELECTED FINANCIAL INFORMATION
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
==============
SAXON ASSET SECURITIES
TRUST
==============
SERIES
1996-2
DIST DATE: Dec. 26, PAGE # 1
1996
RECORD DATE: Dec. 5,
1996
Original Beginning Ending Aggregate
Certificate Certificate Principal Interest Total Certificate Scheduled Principal
Class Cusip # Balance Balance DistributionDistributionDistributionBalance Balance
A-1 805559AD3 56694000 56694000 668477.9754 301186.875 969664.8504 56025522.02 135313902.3
A-2 805559AE1 49168000 49168000 0 265302.3333 265302.3333 49168000
A-3 805559AF8 17252000 17252000 0 97042.5 97042.5 17252000
A-4 805559AG6 21302000 21302000 0 124705.4583 124705.4583 21302000
A-5 805559AH4 19819000 19819000 0 118666.2625 118666.2625 19819000
A-6 805559AJ0 285765000 285765000 2426601.63 935999.4438 3362601.074 283338398.4 228033100.4
R N/A N/A N/A N/A 0 N/A N/A
TOTALS 450000000 450000000 3095079.605 1842902.873 4937982.478 446904920.4 363347002.7
Subtotal of Classes A-1 164235000 163566522
through A-5
LIBOR RATE 0.0571875
Factor Information Per $1,000 of the Pass
Original Balance Through
Rate
Principal Interest End Prin Current
Class Cusip # DistributionDistribution Balance Pass
Through
Rate
A-1 80559AD3 11.79098274 5.3125 988.2090173 0.06375
A-2 80559AE1 0 5.395833333 1000 0.06475
A-3 80559AF8 0 5.625 1000 0.0675
A-4 80559AG6 0 5.854166667 1000 0.07025
A-5 80559AH4 0 5.9875 1000 0.07185
A-6 80559AJ0 8.491598446 3.275416667 991.5084016 0.05615
If there are any questions or comments, please contact the
Relationship Manager listed below
Mary Jo
Davis
The Texas Commerce
Bank, N.A.
600 Travis Street,
8th Floor
Houston, Texas 77002
(713)
216-4756
TEXAS COMMERCE BANK,
N.A.
MASTER SERVICER
SAXON ASSET SECURITIES TRUST
SERIES 1996-2
DIST DATE: Dec. 26, PAGE # 2
1996
RECORD DATE: Dec. 5,
1996
Group I Group II
Sec. 3.04 Prepayment Amount 369776.6277 2287927.475
(a) (ii)
Principal Recovery 0 0
Amount
Subordination Increase 200199.7154 0
Amount
Sec. 3.04 Insured Payment Amount 0 0
(a) (v)
Group I Group II
Sec. 3.04 Subordinated Amount or 200199.7154 0
(a) (vii) Subordination Deficit
Sec. 3.04 Total Substitution 0 0
(a) (viii) Shortfall Amount
Total Repurchase Amount 0 0
Group I Group II
Sec. 3.04 Weighted Average Net Rate of 0.096588546 0.078906405
(a) (ix) Mortgage Loans
Sec. 3.04 The largest Mortgage 1160861.52 1387500
(a) (xi) Loan Balance
Sec. 3.04 Servicing 39561.8973 79319.86745
(a) (xii) Fees
Master Servicing Fees 3620.858148 6145.592053
Premium 16423.5 28576.5
Amount
Sec. 3.04 Pre-Funded Amount 28452819.45 55305298
(a) (xv)
Sec. 3.04 The Number and Aggregate Principal Balances of all
(b) (ii) Delinquent Mortgage Loans
as of the end of the Prepayment Period and the related percentage
that each Delinquent category represents of all loans.
Group I Group II
Category Number Percentage Principal Number Percentage Principal
Balance Balance
30-59 Days 0 0 0 0 0 0
60-89 Days 0 0 0 0 0 0
90+ Days 0 0 0 0 0 0
Group I Group II
Sec. 3.04 Number of Mortgage Loans in 0 0
(b) (iii) Foreclosure Proceedings
Dollar Amounts of all Mortgage Loans in 0 0
Foreclosure Proceedings
Number of Mortgage Loans in 0 0
Foreclosure in Prior Month
Dollar Amounts of all Mortgage Loans in 0 0
Foreclosure in Prior Month
Group I Group II
Sec. 3.04 Number of Mortgagors in Bankruptcy 0 0
(b) (iv) Proceedings
Scheduled Principal Balances of Mortgage Loans 0 0
in Bankruptcy Proceedings
TEXAS COMMERCE BANK, N.A.
MASTER SERVICER
SAXON ASSET SECURITIES TRUST
SERIES 1996-2
DIST DATE: Dec. 26, PAGE # 3
1996
RECORD DATE: Dec. 5, 1996
Group I Group II
Sec. 3.04 Status of any REO
(b) (v) Properties
Sec. 3.04 Book Value Of any REO 0 0
(b) (vi) Properties
Group I Group II
Sec. 3.04 Cumulative Loss 0 0
(b) (vii) Percentage
Amount of Cumulative 0 0
Realized Losses
Current Period Realized 0 0
Losses
Annual Loss Percentage 0 0
Sec. 3.04 60+ Delinquency Percentage per Servicer
(b) (viii) Termination Test:
Meritech
Group I Group II
Period Number Principal Number Principal
Balance Balance
1st Preceding Period 0 0 0 0
2nd Preceding Period 0 0 0 0
3rd Preceding Period 0 0 0 0
0 0
Percentage
Long Beach
Group I Group II
Period Number Principal Number Principal
Balance Balance
1st Preceding Period 0 0 0 0
2nd Preceding Period 0 0 0 0
3rd Preceding Period 0 0 0 0
0 0
Percentage
TEXAS COMMERCE BANK, N.A.
MASTER SERVICER
</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
<PAGE>
In accordance with the letter dated March 13, 1997 sent to the Securities and
Exchange Commission requesting an exemption from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the annual statement of independent
accountants' for each Servicer. Such statement has not yet been received for
Long Beach Mortgage Company. Accordingly the annual statement of independent
accountants for Long Beach will be filed with an amended 10-K when such
statement is received.
file=f:finrpt\secrpt\issuers\saxon\96-210k
