SAXON ASSET SECURITIES TR 96 2 MOR LOAN ASSE BA CER SER 96 2
8-K, 1997-02-06
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934



       Date of Report (Date of earliest event reported) : January 28, 1997


                       Saxon Asset Securities Trust 1996-2
             Mortgage Loan Asset Backed Certificates, Series 1996-2

             (Exact name of registrant as specified in its charter)


     Virginia                       34-020552                 52-1785164
(State or other jurisdiction    (Commission File Number)    (IRS Employer
of 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

                                       N/A
         (Former name or former address, if changed since last report.)



                   Page   1  of 4  This  report  consists  of  6 consecutively
                          numbered pages.



<PAGE>

Item 2.  Acquisition or Disposition of Assets

Description of the Conveyance of Subsequent Mortgage Loans

On January 28, 1997, Saxon Securities Asset Trust 1996-2 (the "Trust") acquired
$6,962,623.14  of Subsequent  Mortgage Loans pursuant to the terms of the Trust
Agreement  dated as of November 1, 1996,  among Saxon Asset  Securities  Company
("Saxon"),  Citibank,  N.A.  (the  "Trustee")  and Texas  Commerce Bank National
Association (the "Master Servicer") and the Subsequent Sales Agreement among the
Saxon  Mortgage,  Inc.,  Saxon and the  Master  Servicer,  as  purchaser,  dated
January 28, 1997.  The Subsequent  Mortgage  Loans possess the  characteristics
required by the Prospectus  dated August 2, 1996 and the  Prospectus  Supplement
dated November 27, 1996, filed pursuant to rule 424(b)(5) of the Act on December
2, 1996. The Schedule of Subsequent Mortgage Loans is attached to the Subsequent
Sales Agreement.

Item 7.    Financial Statements and Exhibits.

           (c)   The following exhibits are filed as part of this report:

                10.1  Subsequent  Sales  Agreement dated as of January 28, 1997
                among Saxon Mortgage,  Inc., Saxon Asset Securities Company, and
                Texas Commerce Bank National  Association as Master Servicer,the
                Certificate  Registrar,  the Paying  Agent and the  Custodian on
                behalf of Saxon Securities Asset Trust 1996-2.

<PAGE>






Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                SAXON ASSET SECURITIES TRUST 1996-2,
                                MORTGAGE LOAN ASSET BACKED CERTIFICATES
                                SERIES 1996-2



Date:    February 5, 1997                    By:   /s/ Brad Adams
                                                   ---------------
                                                   Brad Adams
                                                   Vice President





<PAGE>


INDEX TO EXHIBITS


      Exhibit
      Number                          Description of Exhibits             Page

        10.1             Subsequent Sales Agreement dated as of
                            January 28, 1997                                 5
<PAGE>

                                                Exhibit 10.1

                 Subsequent Sales Agreement dated as of January 28, 1997
<PAGE>


         Subsequent  Sales  Agreement  made  on  January 28, 1997,  by  Saxon
Mortgage,   Inc.,  a  Virginia  corporation  ("Saxon  Mortgage"),   Saxon  Asset
Securities Company, a Virginia  corporation  ("Saxon"),  and Texas Commerce Bank
National Association as Master Servicer, the Certificate  Registrar,  the Paying
Agent and the Custodian under the Trust Agreement referred to below (the "Master
Servicer") on behalf of the Trust referred to below.


         WHEREAS,  Saxon  Mortgage  and Saxon are  parties to a Sales  Agreement
dated  November  27, 1996 (the "Sales  Agreement"),  with respect to the sale by
Saxon Mortgage and purchase by Saxon of certain mortgage loans;

         WHEREAS,  Saxon has transferred the mortgage loans covered by the Sales
Agreement and certain other assets to Saxon  Securities  Asset Trust 1996-2 (the
"Trust")  established  pursuant to the Trust  Agreement  dated as of November 1,
1996 (the "Trust Agreement"),  among Saxon,  Citibank,  N.A. (the "Trustee") and
the Master Servicer;

         WHEREAS,  the Trust  Agreement  contemplates  that Saxon  Mortgage will
transfer  additional  mortgage  loans to Saxon and that Saxon will transfer such
mortgage loans to the Trust;

         NOW THEREFORE,  Saxon Mortgage,  for and in  consideration of an amount
equal  to the  aggregate  Scheduled  Principal  Balance  of the  Mortgage  Loans
identified  on  Schedules  IA and IB hereto (the  "Subsequent  Mortgage  Loans")
hereto  paid to it by the Trust upon the order of Saxon,  and for other good and
valuable  consideration,  the sufficiency of which is hereby acknowledged,  does
hereby bargain,  sell, convey,  assign and transfer to Saxon,  without recourse,
free and clear of any liens, claims or other encumbrances,  all its right, title
and interest in and to each of the Subsequent Mortgage Loans,  together with the
Mortgage Loan  Documents and other  documents  maintained as part of the related
Trustee Mortgage Loan Files and $0  constituting all payments 
thereon and proceeds of the conversion, voluntary or involuntary of the 
foregoing on and after January 1, 1997, the ("Subsequent Cut-Off Date").

         Saxon  Mortgage  hereby  acknowledges  receipt  of the amount set forth
above, which constitutes the Purchase Price for the Subsequent Mortgage Loans.

         Saxon Mortgage  makes,  with respect to the Subsequent  Mortgage Loans,
the representations and warranties set forth in Exhibit B to the Sales Agreement
and  represents  and warrants that that all conditions set forth in Section 2.02
of the Trust Agreement have been met.

         Saxon Mortgage confirms that, since the date of the Sales Agreement, no
event has occurred which, with notice or the passage of time, would constitute a
default under the Sales Agreement, and there has been no material adverse change
or development  involving a prospective  material adverse change in the business
operations, financial condition, properties or assets of the Seller.

         Unless  otherwise  defined  herein,  capitalized  terms  used  in  this
Subsequent Sales Agreement shall have the meanings assigned to them in the Sales
Agreement, or if not assigned in the Sales Agreement, the Trust Agreement.

         Saxon hereby acknowledges receipt from Saxon Mortgage of the Subsequent
Mortgage Loans, subject to its right of inspection set forth in Section 3 of the
Sales Agreement,  pursuant to the Trust Agreement confirms the assignment of the
Subsequent Mortgage Loans to the Trust, and acknowledges that the Trust has paid
the Purchase Price for the Subsequent Mortgage Loans upon the order of Saxon.

         The Custodian, on behalf of the Trust,  acknowledges receipt from Saxon
of the  Subsequent  Mortgage Loans together with the Mortgage Loan Documents and
other documents  maintained as part of the related  Trustee  Mortgage Loan Files
and has directed the Paying  Agent to withdraw  $2,304,097.14  from the Group I
Pre-Funded Amount and $4,658,526.00 from the Group II Pre-Funded Amount.

         IN WITNESS  WHEREOF,  Saxon,  Saxon  Mortgage and Texas  Commerce  Bank
National Association,  as the Master Servicer,  the Certificate  Registrar,  the
Paying Agent and the Custodian,  have caused this Subsequent  Sales Agreement to
be executed and delivered by their respective officers thereunto duly authorized
as of the date above written.

                                 SAXON ASSET SECURITIES COMPANY



                                 By:   /s/Bradley D. Adams
                                       Bradley D. Adams, Vice President


                                 SAXON MORTGAGE, INC.



                                 By:   /s/Andrew I. Sirkis
                                       Andrew I. Sirkis, Senior Vice President




                                 TEXAS COMMERCE BANK NATIONAL ASSOCIATION
                                   as Master Servicer, Custodian, 
                                   Certificate Registrar and Paying Agent


                                  By:  /s/Albert Ng
                                       Albert Ng, VicePresident



Schedule I AFixed Rate Prefuding Loans (Jan 28)

Loan Number     Borrower 1    Current Balance
10007248    WENBERG, VERNON     $188,000.00
10007377    ABDELJABER, HASAN    $96,000.00
10007405    BAUTISTA, SIMON     $304,000.00
10007446    SHERMAN, ERIC       $270,000.00
10007495    SIBECAS, SALVADOR    $55,973.17
10007509    KELLY, LLOYD        $101,250.00
10007543    CARR, I              $76,500.00
10007563    PASCHELKE, JOHN      $82,500.00
10007583    POTTORFF, HOWLEN     $62,910.00
10007596    GRYGLA, MARK         $70,000.00
10007599    AJAM, BDOUR         $126,000.00
10007608    SPENCE, DALE         $79,400.00
10007659    JOHNSON, CARL        $76,000.00
10007723    SHAW, NORMAN        $125,959.73
10007739    STATES, CARY        $107,250.00
50300309    PETERSON, THAD      $259,854.24
50300321    OVARD, MARTIN S      $85,000.00
91200015    MAGRUDER, MARI L     $72,500.00
95100100    CORDOVA, MARIA E     $65,000.00
          19                  $2,304,097.14





Schedule IB Variable Rate Prefunding Loans (Jan 28)
Loan Number     Borrower 1    Current Balance
10007225    WHITE, ROGER        $240,000.00
10007362    ALLISON, HAROLD     $128,250.00
10007417    MARTIN, CHARLES      $35,100.00
10007515    AVANCENA, NOREEN    $210,000.00
10007535    BALLAINE, BARRY     $134,340.00
10007605    HAMBLIN, SHARON     $155,200.00
24300015    FOSTER, JAMES R     $112,500.00
50300315    MCEUEN, STEVEN      $342,200.00
50300316    MARRERO, GUILLERMO  $608,500.00
50300317    SIEGEL, BENJAMIN D  $325,000.00
50300318    ABEL, ROBERT M      $216,000.00
50300319    ELLERMEIER, H WILL  $272,000.00
50300320    GREENBERG, FRED G   $373,436.00
50300331    CAVIC, GEORGE B     $410,000.00
50300332    BRZYKCY, KRISTIN C  $245,000.00
50300333    EGAN, TIMOTHY P     $304,000.00
50300334    LESLIE, RICHARD F   $300,000.00
50300335    TOLCHIN, FAITH N    $247,000.00
          18                  $4,658,526.00

                              $6,962,623.14


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