UNITED STATES
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 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File number 333-8687-14
AMRESCO Residential Securities Corporation Mortgage Loan Trust 1997-2
New York Application Pending
(State of other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
c/o The Bank of New York
101 Barklay Street, 12E 10286
New York, NY (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (909) 605-7600
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of each exchange on
which registered)
None
(Title of class)
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. Not applicable.
State the aggregate market value of the voting stock held by
non-affiliates of registrant. The aggregate market value shall
be computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of
specified date within 60 days prior to the date of filing. Not
applicable.
Number of shares of common stock outstanding as of December 31,
1997. Not applicable.
Documents Incorporated by Reference. Not applicable.
PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Not Applicable.
ITEM 3 - LEGAL PROCEEDINGS
AMRESCO Residential Securities Corporation (the "Depositor")
is not aware of any material pending legal proceedings involving
either the AMRESCO Residential Securities Corporation Mortgage
Loan Trust 1997-2 (the "Trust") established pursuant to the
Pooling and Servicing Agreement dated as of June 1, 1997, among
the Depositor, AMRESCO Residential Mortgage Corporation in its
capacity as seller, Advanta Mortgage Corp. USA, Long Beach
Mortgage Company and Option One Mortgage Corporation as the
servicers (the "Servicers"), and The Bank of New York in its
capacity as trustee.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of
beneficial interests in the Trust through the solicitation of
proxies or otherwise.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
To the best knowledge of the Depositor, there is no
established public trading market for any beneficial interests in
the Trust.
All of the Class A-1, A-1, A-3, A-4, A-5, A-6, A-7, A-8 and
A-9 Certificates issued by the Trust are held by the Depository
Trust Company ("DTC") which in turn maintains records of holders
of beneficial interests in such Certificates. Based on
information obtained from DTC, as of January 29, 1998, there were
7 holders of the Class A-1 Certificates, 4 holders of the Class A-
2 Certificates, 6 holders of the Class A-3 Certificates, 15
holders of the Class A-4 Certificates, 11 holders of the Class A-
5 Certificates, 4 holders of the Class A-6 Certificates, 6
holders of the Class A-7 Certificates, 2 holders of the Class A-8
Certificates, and 22 holders of the Class A-9 Certificates.
ITEM 6 - SELECTED FINANCIAL DATA
Not applicable.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In addition to the information included in the Annual
Complication of Monthly Trustee's Statements attached as Exhibit
99.3 hereto, the gross servicing compensation paid to the
Servicers for the year ended December 31, 1997 was $1,811,136.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on
accounting or financial disclosures between the Issuer and its
accountants.
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 BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth (i) the name and address of each
entity owning more than 5% of the outstanding principal amount of
each Class of Class A Certificates of the Trust; (ii) the
principal amount of the Class of Certificates owned by each and
(iii) the percent that the principal amount of the Class of
Certificates owned by such entity represents of the outstanding
principal amount of such Class of Certificates. The information
set forth in the table for the Class A Certificates is based upon
information obtained from DTC and represents ownership of
beneficial interest in the Certificates held by DTC. The
Depositor is not aware of any Schedules 13D or 13G filed with the
Securities and Exchange Commission in respect of the
Certificates.
Amount Owned
Name and Address Class All Dollar Amounts
Are in Thousands
Principal Percent
Bank of New York (The) A-1 11,100,000 23%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company A-1 19,222,217 40%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Chemical A-1 9,590,000 20%
4 New York Plaza
Proxy Department 13th Floor
New York, NY 10004
Northern Trust Company A-1 6,000,000 12%
801 S. Canal C-IN
Chicago, IL 60607
SSB - Custodian A-1 2,617,783 5%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Chase Manhattan Bank/Chemical A-2 26,550,000 60%
4 New York Plaza
Proxy Department 13th Floor
New York, NY 10004
Citibank, N.A. A-2 2,950,000 7%
P. O. Box 30576
Tampa, FL 33630-3576
Northern Trust Company A-2 5,040,000 11%
801 S. Canal C-IN
Chicago, IL 60607
Republic National Bank of New York A-2 9,960,000 22%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
Bank of New York (The) A-3 32,600,000 48%
925 Patterson Plank Road
Secaucus, NJ 07094
Brown Brothers Harriman & Co A-3 4,200,000 6%
63 Wall Street, 8th Floor
New York, NY 10005
Marine/Treasury Investments A-3 20,000,000 29%
140 Broadway - Level A
New York, NY 10015
SSB -Custodian A-3 9,500,000 14%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Bank of New York (The) A-4 2,190,000 8%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust A-4 5,369,000 19%
Company
C/O Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Brown Brothers Harriman & Co A-4 7,186,000 25%
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank, Trust A-4 1,903,000 7%
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. A-4 2,482,000 9%
P.O. Box 30576
Tampa, FL 33630-3576
CoreStates Bank, N. A. A-4 1,340,000 5%
P.O. Box 7618 F.C. #1-9-1-21
Philadelphia, PA 19106-7618
Prudential Securities Incorporated A-4 2,025,000 7%
Prudential Securities Proxy Dept
111 Eight Avenue
New York, NY 10011
SSB - Custodian A-4 2,730,000 10%
Global Corp Action Dept JAB5W
P.P Box 1631
Boston, MA 02105-1631
Bank of New York (The) A-5 12,500,000 59%
925 Patterson Plank Road
Secaucus, NJ 07094
Bear, Stearns Securities Corp A-5 1,000,000 5%
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Chase Manhattan Bank, Trust A-5 5,000,000 23%
4 New York Plaza
13th Floor
New York, NY 10004
Bank of New York (The) A-6 11,370,000 76%
925 Patterson Plank Road
Secaucus, NJ 07094
Brown Brothers Harriman & Co A-6 1,530,000 10%
63 Wall Street, 8th Floor
New York, NY 10005
Citibank, N.A. A-6 1,000,000 7%
P.O. Box 30576
Tampa, FL 33630-3576
First Union National Bank A-6 1,000,000 7%
401 South Tryon Street
TR OPSCMG NC 1151
Charlotte, NC 28288
Bank of New York (The) A-7 7,500,000 20%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank, Trust A-7 2,000,000 5%
4 New York Plaza
13th Floor
New York, NY 10004
Credit Suisse First Boston A-7 4,000,000 11%
Corporation
C/O ADP Proxy Services
Morgan Stanley & Co. Incorporated A-7 6,475,000 18%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
SSB -Custodian A-7 16,500,000 45%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
PWI CMO Account A-8 18,900,000 65%
1000 Harbor Blvd, 8th Floor
Weehawken, NJ 07087
SSB -Custodian A-8 10,000,000 35%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Bank of New York (The) A-9 37,360,000 11%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank/Chemical A-9 31,200,000 9%
4 New York Plaza
Proxy Department 13th Floor
New York, NY 10004
Citibank, N. A. A-9 57,000,000 18%
P.O. Box 30576
Tampa, FL 33630-3576
Custodial Trust Company A-9 66,000,000 21%
101 Carnegie Center
Princeton, NJ 08540
Deutsche Morgan Grenfell Inc. A-9 25,000,000 7%
C/o ADP Proxy Services
MMB/Midland Bank PLC A-9 22,000,000 7%
140 Broadway
Window 11, Lower Level
New York, NY 10015
Republic National Bank of New York A-9 21,500,000 6%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
Swiss Bank Corporation-New York A-9 45,000,000 13%
Branch
222 Broadway
New York, NY 10038
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
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:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Exhibit No. Description
99.1 (a) Statement of Compliance of the Servicer - Advanta
99.1 (b) Statement of Compliance of the Servicer - Option One
99.1 (c) Statement of Compliance of the Servicer -
AMREIQUEST (Long Beach)
99.2 (a) Annual Report of Independent Accountants with
respect to the Servicer's overall
servicing operations - Arthur Andersen LLP
99.2 (b) Annual Report of Independent Accountants with
respect to the Servicers' overall
servicing operations - KPMG Peat Marwick LLP
99.2 (c) Annual Report of Independent Accountants with
respect to the Servicers' overall
servicing operations - Deloitte & Touche LLP
(b) Reports on Form 8-K.
Reports on Form 8-K have been filed by the Issuer during the
period covered by this report.
Items Reported/Financial
Date of Reports on Statements Filed
Form 8-K
June 12, 1997 Acquisition or Disposition of Assets.
Underwriting and Pooling Agreements.
June 27, 1997 Acquisition or Disposition of Assets.
Transfer Agreement.
July 22, 1997 Subsequent Transfer Agreement.
July 25, 1997 Trustee's Monthly Report for the June
Monthly Period.
August 25, 1997 Trustee's Monthly Report for the July
Monthly Period.
September 2, 1997 Computational Materials of Morgan
Stanley Dean Witter, Credit Suisse
First Boston and Prudential
Securities, Inc. relating to the
offered Certificates.
September 15, 1997 Amended Trustee's Monthly Report for
the July Monthly Period.
September 25, 1997 Trustee's Monthly Report for the
August Monthly Period.
October 27, 1997 Trustee's Monthly Report for the
September Monthly Period.
October 27, 1997 Amended Trustee's Monthly Report for
the September Monthly Period.
November 25, 1997 Trustee's Monthly Report for the
October Monthly Period.
December 26, 1997 Trustee's Monthly Report for the
November Monthly Period.
January 26, 1998 Trustee's Monthly Report for the
December Monthly Period.
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
AMRESCO RESIDENTIAL SECURITIES CORPORATION
on behalf of AMRESCO
Residential Securities Corporation Mortgage
Loan Trust 1997-2
By: /s/ Ron B. Kirkland
Name: Ron B. Kirkland
Title: Vice President and Chief Accounting Officer
Date: March 23, 1998
INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
99.1 (a) Statement of Compliance of the Servicer - Advanta
99.1 (b) Statement of Compliance of the Servicer - Option One
99.1 (c) Statement of Compliance of the Servicer - AMREIQUEST
(Long Beach)
99.2 (a) Annual Report of Independent Accountants with respect to
the Servicer's overall servicing operations -
Arthur Andersen LLP
99.2 (b) Annual Report of Independent Accountants with respect to
the Servicers' overall servicing operations - KPMG
Peat Marwick LLP
99.2 (c) Annual Report of Independent Accountants with respect to
the Servicers' overall servicing operations -
Deloitte & Touche LLP
Exhibit 99.1 (a)
ADVANTA Advanta
Mortgage
500 Office Center Drive
Suite 400
Fort Washington, PA 19034
215-283-4200
Report of Management on Compliance with Minimum Servicing Standards
As of and for the year ended December 31, 1996, Advanta Mortgage
Corp. USA has complied 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
this same period, Advanta Mortgage Corp. USA had in effect
fidelity bond coverage in the amount of $15 million and mortgage
contingent liability protection coverage in the amount of $2
million.
\s\William P. Garland \s\James L. Shreero
William P. Garland James L. Shreero
Senior Vice President Vice President
Loan Servicing Officer Finance and Accounting
Exhibit 99.1 (b)
OPTION
ONE
MORTGAGE CORPORATION
As of and for the year ended December 31, 1996, Option One
Mortgage Corporation has complied in all material respects with
the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP). As of and for this same period, Option
One Mortgage Corporation had in effect a fidelity bond and errors
and omissions policy in the amount of $50 Million.
\s\Robert E. Durbrish 2/15/97 \s\William L. O'Neill 2/15/97
Robert E. Dubrish Date William L. O'Neill
Chief Executive Officer Chief Financial Officer
\s\Jill Bright 2/15/97
Jill Bright Date
Controller
Exhibit 99.1 (c)
OFFICERS CERTIFICATE
ANNUAL STATEMENT OF COMPLIANCE
MORTGAGE PASS-THROUGH CERTIFICATES
RESIDENTIAL MORTGAGE LOANS SERIES
1995-2, 1996-1, 1996-2, 1996-3, 1996-4,
1997-1, 1997-2, 1997-3
IN ACCORDANCE WITH THE APPROPRIATE SECTION
OF THE ABOVE-CAPTIONED POOLING AND
SERVICING AGREEMENTS, I, JULE KEEN AND
SHAWNA R. OGILVIE OF AMERIQUEST MORTGAGE
COMPANY, (THE "SERVICER") HEREBY CERTIFY:
(i) A REVIEW OF THE ACTIVITIES OF THE SERVICER DURING THE
CALANDER YEAR, AND OF PERFORMANCE UNDER THESE AGREEMENTS HAVE
BEEN MADE UNDER OUR SUPERVISION.
(ii) TO THE BEST OF OUR KNOWLEDGE, BASED ON SUCH REVIEW, THE
SERVICER HAS FULFILLED ALL ITS OBLIGATIONS UNDER THESE AGREEMENTS
THROUGHOUT SUCH YEAR.
CERTIFIED THIS 19TH DAY OF MARCH, 1998.
BY: \s\JULE J. KEEN
JULE J. KEEN
EXECUTIVE VICE PRESIDENT
BY: \s\SHAWNA R. OGILVIE
SHAWNA R. OGILVIE
EXECUTIVE VICE PRESIDENT
505 S. Main Street, Suite 6000, Orange
California 92868-4509 (714) 543-5262 Fax (714) 542-5059
Exhibit 99.2 (a)
ARTHUR ANDERSEN
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Advanta Mortgage Corp. USA:
We have examined management's assertion about Advanta Mortgage
Corp. USA's compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers (USAP)
and that Advanta Mortgage Corp. USA had in effect fidelity bond
coverage in the amount of $15 million and mortgage contingent
liability protection coverage in the amount of $2 million as of
and for the year ended December 31, 1996 included in the
accompanying management assertion. Management is responsible for
Advanta Mortgage Corp. USA's compliance with those minimum
servicing standards and for maintaining fidelity bond coverage
and mortgage contingent liability protection coverage policies.
Our responsibility is to express an opinion on management's
assertion about the entity's compliance with the minimum
servicing standards and maintenance of fidelity bond and mortgage
contingent liability protection coverage policies 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
Advanta Mortgage Corp. USA's compliance with the minimum
servicing standards and performing such other procedures as we
considered necessary in the circumstances. Our examination does
not provide a legal determination on Advanta Mortgage Corp. USA's
compliance with the minimum servicing standards.
In our opinion, management's assertion that Advanta Mortgage
Corp. USA complied with the aforementioned minimum servicing
standards and that Advanta Mortgage Corp. USA had in effect
fidelity bond coverage in the amount of $15 million and mortgage
contingent liability protection coverage in the amount of $2
million as of and for the year ended December 31, 1996 is fairly
stated, in all material respects.
\s\Arthur Andersen LLP
Philadelphia, PA
January 21, 1997
Exhibit 99.2 (b)
KPMG Peat Marwick LLP
Center Tower
650 Town Center Drive
Costa Mesa, CA 92626
INDEPENDENT ACCOUNTANT'S REPORT
A. The Board of Directors
Option One Mortgage Corporation:
We have examined management's assertion about Option One Mortgage
Corporation's (the Company) compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers
(USAP) as of and for the year ended December 31, 1996.
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 Option One Mortgage
Corporation complied with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1996 is
fairly stated, in all material respects.
\s\KPMG Peat Marwick LLP
February 18, 1997
Exhibit 99.2 (c)
Deloitte &
Touche LLP
Suite 1200 Telephone (714) 436-7100
695 Town Center Drive Facsimile: (714) 436-7200
Costa Mesa, California 92626-1924
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Long Beach Mortgage Company
Orange, California
We have audited the accompanying consolidated statements of
financial condition of Long Beach Mortgage Company and
subsidiaries (the Company) as of December 31, 1996 and 1995, and
the related consolidated statements of operations, stockholder's
equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally auditing
standards and Government Auditing Standards, issued by the
Comptroller General of the United States. Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of Long
Beach Mortgage Company and subsidiaries as of December 31, 1996
and 1995, and the results of their operations and their cash
flows for the years then ended in conformity with generally
accepted accounting principles.
As described in Note 2, effective January 1, 1995, the Company
adopted Statement of Financial Accounting Standards No. 122,
Accounting for Mortgage Servicing Rights.
Our audit was conducted for the purpose of forming an opinion on
the basic 1996 consolidated financial statements taken as a
whole. The Supplemental Schedule of HUD adjusted net worth is
presented for the purpose of additional analysis and is not a
required part of the basic 1996 consolidated financial
statements. This schedule is the responsibility of the Company's
management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 1996 consolidated
financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic 1996
consolidated financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also
issued a report dated May 15, 1997, on our consideration of Long
Beach Mortgage Company's internal control structure and a report
dated May 15, 1997, on its compliance with laws and regulations.
\s\ Deloitte & Touche LLP
May 15, 1997
