SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(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, 1997
/ / Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No.: 333-99598-03
Structured Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-01 Trust
(Exact name of registrant as specified in its charter)
New York 52-2021025
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (410) 884-2000
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. 1 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 26, 1998, on behalf of
Structured Asset Securities Corporation, Mortgage Pass-Through Certificates,
Series 1997-01 Trust (the "Trust"), established pursuant to a Pooling and
Servicing Agreement among Structured Asset Securities Corporation, as Depositor
and Norwest Bank Minnesota, N.A., as Trustee, pursuant to which the Structure
Asset Securities Corporation, Mortgage Pass-Through Certificates, Series 1997-01
Trust 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
99.1 Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 1997.
(a) Boston Safe & Deposit Trust Company, as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1997.
(a) Boston Safe & Deposit Trust Company, as Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1997.
(a) Boston Safe & Deposit Trust Company, as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(b) On October 20, 1997, November 19, 1997, and December 16, 1997, reports
on Form 8-K were 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.
<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:
Structure Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-01 Trust
By: NORWEST BANK MINNESOTA, N.A.,
as Trustee
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President -- Securities Administration Services
Dated: 2/10/2000
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1997.
(a) Boston Safe & Deposit Trust Company, as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1997.
(a) Boston Safe & Deposit Trust Company, as Servicer <F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) Boston Safe & Deposit Trust Company, as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
PeatMarwick LLP
700 Louisiana
Houston, TX 77002
Telephone 713 319 2000
Telex 286705 PMMT UR (RCA)
Fax 713 319 2041
Independent Auditors' Report
The Board of Directors
Mellon Mortgage Company:
We have examined management's assertion about Mellon Mortgage Company's (the
Company) compliance with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers as of and for the year ended December 31, 1997, included in the
accompanying management assertion. Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Company'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 the Company's compliance with the
minimum 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 the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that Mellon Mortgage Company has complied
in all material respects with the aforementioned minimum servicing standards,
except minimum servicing standard I.1. related to ensuring that all custodial
and clearing accounts are reconciled on a monthly basis and reconciling items
are cleared in a timely manner, as of and for the year ended December 31, 1997,
is fairly stated, in all material respects.
KPMG Peat Marwick LLP
January 23,1998
(logo)
Mellon Mortgage Company
Mellon Mortgage Company
3100 Travis Street
Houston, Texas 77006.3699
Mailing Address:
PO Box 2885
Houston, Texas 77252-2885
713 525 8000
January 23, 1998
As of and for the year ended December 31, 1997, Mellon Mortgage Company has
complied in all material respects with the minimum servicing set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers, except for minimum servicing standard L1 related to ensuring
that all custodial and clearing accounts are reconciled on a monthly basis and
that reconciling items are cleared in a timely manner. As of and for this same
period, Mellon Mortgage Company had in effect a fidelity bond in the amount of
$200,000,000 and errors and omissions policy in the amount of $35,000,000 and
did not receive a notice from it's insurer (Aetna) that the insurer has taken or
intends to take action to cancel, reduce, not renew, or restrictively modify the
fidelity or mortgagee's E&O policies for any reason.
Sincerely,
Steven G. Froseth
Chief Financial Officer
BOSTON SAFE DEPOSIT AND TRUST COMPANY
OFFICER'S CERTIFICATE
Annual Statement as to Compliance pursuant to Section
6.04 of the Mortgage Loan Sale, Warranties and Servicing Agreement ("the
Agreement") Dated as of December 1, 1995
I, Jeanne M. Ahl, being Vice President of Boston Safe Deposit and Trust Company
("the Company"), hereby certify as follows:
(i) a review of the activities of the Company during the preceding calendar year
and of performance under the Agreement has been made under my supervision;
(ii) the Company has complied fully with the provisions of Article II and
Article IV of the Agreement;
(iii) to the best of my knowledge, based on such review, the Company has
fulfilled all of its obligations under the Agreement throughout the year.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 25th
day of March, 1998.
By /s/ Jeanne M. Ahl
Name': Jeanne M. Ahl
Title: Vice President
By: /s/ Kelly A. Gately
Name: Kelly A. Gately
Title :Assistant Secretary
