SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-K
(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, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 333-21071
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FINANCIAL ASSET SECURITIES CORP.
Cityscape Home Equity Loan Pass-Through Certificates, Series 1996-2
___________________________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 06-1442101
________________________________________ ________________________________
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
c/o Harris Trust and Savings Bank
311 West Monroe Street
Chicago, Illinois 60606
______________________________________________ ___________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 461-2532
______________
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 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. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: Not applicable
______________
State the number of shares of common stock of the Registrant outstanding as
of December 31, 1996: Not applicable
______________
DOCUMENTS INCORPORATED BY REFERENCE
NOT APPLICABLE
* * *
This Annual Report on Form 10-K (the "Report") is filed with respect to
the trust fund which issued the Financial Asset Securities Corp., Cityscape
Home Equity Loan Pass-Through Certificates, Series 1996-2 (the "Trust Fund")
formed pursuant to the pooling and servicing agreement dated as of June 21,
1996 (the "Pooling and Servicing Agreement") among Financial Asset Securities
Corp., as depositor (the "Company"), Cityscape Corp., as seller and servicer
(the "Servicer"), and Harris Trust and Savings Bank, as trustee (the
"Trustee"), for the issuance of the Financial Asset Securities Corp.,
Cityscape Home Equity Loan Pass-Through Certificates, Series 1996-2 (the
"Certificates"). Certain information otherwise required to be included in
this Report by the Instructions to Form 10-K has been omitted in reliance on
the relief granted by the Commission to other companies in similar
circumstances (the "Relief Letters").
PART I
ITEM 1. BUSINESS
Not applicable in reliance on the Relief Letters.
ITEM 2. PROPERTIES
Not applicable in reliance on the Relief Letters.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings relating to the
Trust Fund to which any of the Trust Fund, the Trustee, the
Servicer or the Company was a party or of which any of their
respective properties was the subject during the fiscal year
covered by this Report, nor is the Company aware of any such
proceedings contemplated by governmental authorities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of Certificateholders, and no
Certificateholder consent was solicited during the fiscal year
covered by this Report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) There is no established public trading market for the
Certificates.
(b) At December 31, 1996, there were eight holders of record of
the Certificates.
(c) Not applicable. (Information as to distributions to
Certificateholders is provided in the Registrant's monthly
reports to Certificateholders.)
ITEM 6. SELECTED FINANCIAL DATA
Not applicable in reliance on the Relief Letters.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Not applicable in reliance on the Relief Letters.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable in reliance on the Relief Letters.
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 in reliance on the Relief Letters.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable. See the Relief Letter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Not applicable in reliance on the Relief Letters.
(b) Not applicable in reliance on the Relief Letters.
(c) Not applicable in reliance on the Relief Letters.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Not applicable in reliance on the Relief Letters.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Pursuant to the Pooling and Servicing Agreement, the
Servicer is required to deliver an annual statement as to
compliance with the provisions of the Pooling and
Servicing Agreement and certain other matters (the
"Annual Statement of the Servicer"). The Servicer is
also required to cause a firm of independent public
accountants to deliver an annual report as to compliance
with the servicing provisions of the Pooling and
Servicing Agreement (the "Annual Report of the Firm of
Accountants"). The Annual Statement of the Servicer is
included as Exhibit 99.1 to this Report. The Annual
Report of the Firm of Accountants is required to be
delivered not later than 120 days after the end of the
Servicer's fiscal year. The Registrant hereby undertakes
to file the Annual Report of the Firm of Accountants as
an Exhibit to a Form 10-K/A amending this Form 10-K
promptly following the date on which such report becomes
available.
(2) Not applicable.
(3) The required exhibits are as follows:
Exhibit 3(i): Copy of Company's Certificate of
Incorporation (Filed as an Exhibit to Registration
Statement on Form S-3 (File No. 33-99018)).
Exhibit 3(ii): Copy of Company's By-laws (Filed as
an Exhibit to Registration Statement on Form S-3
(File No. 33-99018)).
Exhibit 4: Pooling and Servicing Agreement (Filed
as part of the Registrant's Current Report on Form
8-K dated June 21, 1996).
Exhibit 99.1: Annual Statement of the Servicer.
(b) Current Reports on Form 8-K filed during the quarter ending
December 31, 1996:
Date Items Reported
____ ______________
March 31, 1997 Certificateholders Report
(c) See subparagraph (a)(3) above.
(d) Not applicable. See the Relief Letters.
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.
No such annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders. See the Relief
Letters.
SIGNATURES
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.
FINANCIAL ASSET SECURITIES CORP., CITYSCAPE HOME
EQUITY LOAN PASS-THROUGH CERTIFICATES, SERIES 1996-2
By: Harris Trust and Savings Bank
as Trustee*
By: /s/ Marian Onischak
______________________________________
Name: Marian Onischak
Title:
Date: March 27, 1997
_________________________
* This Report is being filed by the Trustee on behalf of the Trust Fund.
The Trust Fund does not have any officers or directors.
EXHIBIT INDEX
Sequential
Exhibit Document Page Number
_______ ________ ___________
3(i) Company's Certificate of Incorporation (Filed as an
Exhibit to Registration Statement on Form S-3 (File No.
33-99018)) . . . . . . . . . . . . . . . . . . . . . . . . . . . *
3(ii) Company's By-laws (Filed as an Exhibit to
Registration Statement on Form S-3 (File No.
33-99018)) . . . . . . . . . . . . . . . . . . . . . . . . . *
4 Pooling and Servicing Agreement (Filed as part of the
Company's Current Report on Form 8-K dated June 21,
1996) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
99.1 Annual Statement of the Servicer . . . . . . . . . . . . . . . . 9
_________________________
* Incorporated herein by reference.
EXHIBIT 99.1
CITYSCAPE CORP.
OFFICERS' CERTIFICATE
ANNUAL STATEMENT OF THE SERVICER
FINANCIAL ASSET SECURITIES CORP.
CITYSCAPE HOME EQUITY LOAN
PASS-THROUGH CERTIFICATES, SERIES 1996-2
The undersigned do hereby certify that she is an officer of Cityscape
Corp. (the "Servicer") and do hereby further certify pursuant to Section 3.19
of the Pooling and Servicing Agreement for the above-captioned Series (the
"Agreement") that:
(i) A review of the activities of the Servicer during the preceding
fiscal year and of the performance of the Servicer under the
Agreement has been made under our supervision; and
(ii) To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement throughout such
year.
/s/Marian Onischak Dated:March 27, 1997
___________________________________ ____________________
Cheryl Carl
Senior Vice President
