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 June 24, 1997 (Commencement
of Operations) to December 31, 1997
[ ] 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 333-04127-04
Saxon Asset Securities Trust 1997-2
Mortgage Loan Asset Backed Certificates, Series 1997-2
(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 5 This report consists of 17
consecutively numbered pages.
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SAXON ASSET SECURITIES TRUST 1997-2
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..................................4
SIGNATURE.............................................................5
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...... ..........................................6
INDEX TO EXHIBITS........... .........................................7
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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, 1998, the number of holders of each Class of Offered
Certificates was as follows:
Class AF-1 2
Class AF-2 1
Class AF-3 8
Class AF-4 3
Class AF-5 13
Class AF-6 1
Class AF-7 1
Class MF-1 1
Class MF-2 4
Class BF 4
Class AV-1 7
Class MV-1 4
Class MV-2 1
Class BV 1
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.
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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 AF-1 Chase Manhattan Bank
Merrill Lynch Pierce Fenner & Smith
Class AF-2 Chase Manhattan Bank/Chemical
Class AF-3 Boston Safe Deposit & Trust
Chase Manhattan Bank/Chemical
SSB-Custodian
Wachovia Bank, N.A.
Class AF-4 Merrill Lynch Pierce Fenner & Smith
SSB-Custodian
UBM Bank, N.A.
Class AF-5 Bankers Trust
Citibank, N.A.
NationsBank of Texas, N.A.
Northern Trust Company
Prudential Securities, Inc.
Texas Commerce Bank
Class AF-6 Merrill Lynch Pierce Fenner & Smith-Deb Sec
Class AF-7 National City Bank
Class MF-1 Merrill Lynch Pierce Fenner & Smith-Deb Sec
Class MF-2 Bank of New York (The)
Morgan Keegan & Co., Inc.
Trustmark National Bank
Class BF Bankers Trust Company
Merrill Lynch Pierce Fenner & Smith-Deb Sec
Wachovia Bank, N.A.
Class AV-1 Chase Manhattan Bank
Citibank, N.A.
Merrill Lynch Pierce Fenner & Smith-Deb Sec
Swiss Bank Corporation-New York Branch
Class MV-1 Boston Safe Deposit & Trust Co.
Chase Manhattan Bank
PNC Bank, N.A.
Wachovia Bank, N.A.
Class MV-2 Bankers Trust Company
Class BV Merrill Lynch Pierce Fenner & Smith-Deb Sec
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 Statement 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: The following Current Reports on Form 8-K were
filed by the Registrant during the last quarter of 1997.
Current Reports on Form 8-K, dated September 25, 1997, October 27, 1997
and November 25, 1997 were filed for the purpose of filing the Monthly
Statement sent to the Holders of the Offered Certificates for payments
made on the same dates. The items reported in such Current Report were
Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
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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 1997-2
Mortgage Loan Asset Backed Certificates
1997-2
Date: March 31, 1998 By: /s/ Bradley D. Adams
---------------
Bradley D. Adams
Vice President
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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.
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<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 13
99.4 Annual Statement of Independent Accountants' for Each
Servicer 15
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<PAGE>
EXHIBIT 99.1
ANNUAL STATEMENT OF COMPLIANCE
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<PAGE>
ANNUAL STATEMENT OF COMPLIANCE
In accordance with the letter dated March 13, 1997 sent to the Securities
and Exchange Commission requesting an exception 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 June 1, 1997. 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 the
amended 10-K when the financial statements have been received.
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<PAGE>
EXHIBIT 99.2
ANNUAL SERVICING REPORTS
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<PAGE>
CERTIFICATE OF COMPLIANCE
Dear Master Servicer:
The undersigned Officer Certifies the following for the 1997 fiscal year:
(a) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations a description of each default or
failure and the nature and status thereof has been reported to First Nationwide
Mortgage;
(b) I have confirmed that the Servicers is currently an approved FNMA or FHLMC
servicer in good standing:
(c) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(e) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported.
(f) All Custodial Accounts have been reconciled and are properly funded: and
(g) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050j and 6050p of the Internal Revenue Code, respectively
have been prepared and filed.
Certified by:
/s/ Lynnette Anderson
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Lynnette Anderson
Vice President Investor Accounting
and Compliance
March 25, 1998
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<PAGE>
In accordance with the letter dated March 13, 1997 sent to the Securities
and Exchange Commission requesting an exception 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 Ameriquest.
Accordingly, the annual compliance statement for Ameriquest will be filed with
an amended 10-K when such statement is received.
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<PAGE>
EXHIBIT 99.3
ANNUAL COMPILATION OF SELECTED FINANCIAL INFORMATION
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<PAGE>
============================
Saxon Asset Securities
Trust 1997-2
============================
Annual Compilation of Selected Financial Information
(1) 1997 annual distribution with respect to the holder's Certificates
based on original principal amount of $1,000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(1) 1997 annual distribution with respect to the holder's Certificates
based on original principal amount of $1,000
Principal Interest Total original
Total Class AF-1 2,358,439.61 386,550.93 2,744,990.54 15000000
Class AF-2 0.00 328,500.00 328,500.00 10000000
Class AF-3 0.00 1,027,650.00 1,027,650.00 31000000
Class AF-4 0.00 306,000.00 306,000.00 9000000
Class AF-5 0.00 565,200.00 565,200.00 16000000
Class AF-6 0.00 364,249.98 364,249.98 10000000
Class AF-7 0.00 544,320.00 544,320.00 15552000
Class MF-1 0.00 75,292.26 75,292.26 2090000
Class MF-2 0.00 266,254.08 266,254.08 7167000
Class BF 0.00 140,164.44 140,164.44 3643000
Class AV-1 13,239,845.81 8,302,970.54 21,542,816.35 293561000
Class MV-1 0.00 429,186.80 429,186.80 13896000
Class MV-2 0.00 860,620.34 860,620.34 26924000
Class BV 0.00 443,886.71 443,886.71 13028000
Per $1,000 Class AF-1 157.2293 25.7701 182.9994
Class AF-2 0.0000 32.8500 32.8500
Class AF-3 0.0000 33.1500 33.1500
Class AF-4 0.0000 34.0000 34.0000
Class AF-5 0.0000 35.3250 35.3250
Class AF-6 0.0000 36.4250 36.4250
Class AF-7 0.0000 35.0000 35.0000
Class MF-1 0.0000 36.0250 36.0250
Class MF-2 0.0000 37.1500 37.1500
Class BF 0.0000 38.4750 38.4750
Class AV-1 45.1008 28.2836 73.3845
Class MV-1 0.0000 30.8856 30.8856
Class MV-2 0.0000 31.9648 31.9648
Class BV 0.0000 34.0717 34.0717
Group I Group II
(2) Prepayments 7,708,892.38 46,170,462.29
Extra Principal Distribution Amount 1,612,178.68 5,552,650.27
(3) Distributions less than the Required Distribution Amount - -
(4) Insured Payment - -
(5) Certificate principal Balance @12/31/97
Class AF-1 5,142,220.66
Class AF-2 10,000,000.00
Class AF-3 31,000,000.00
Class AF-4 9,000,000.00
Class AF-5 16,000,000.00
Class AF-6 10,000,000.00
Class AF-7 15,552,000.00
Class MF-1 2,090,000.00
Class MF-2 7,167,000.00
Class BF 3,643,000.00
Class AV-1 240,704,246.21
Class MV-1 13,896,000.00
Class MV-2 26,924,000.00
Class BV 13,028,000.00
Group I Group II
Schedule Principal Balance of each Group @ 12/31/97 111,208,397.57 300,110,790.22
(6) Substitution Shortfalls - -
(7) Weighted Average Net Rate of Mortgage Loans 9.66% 9.54%
(8) Largest mortgage loan balance 878,651.14 1,514,778.48
(9) Servicing Fees 298,269.58 828,044.67
Master Servicing Fees 17,437.84 49,683.24
(10) Index value for Variable Rate Certificates @ 12/31/97 5.69%
(11) Pass-through rates for Variable Rate Certificates 6.66%
</TABLE>
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<PAGE>
EXHIBIT 99.4
ANNUAL STATEMENT OF INDEPENDENT ACCOUNTANTS FOR EACH SERVICER
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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 and for the year ended December 31, 1997, 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 and for the
year ended December 31, 1997, is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
March 25, 1998
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<PAGE>
In accordance with the letter dated March 13, 1997 sent to the Securities and
Exchange Commission requesting an exception from SEC reporting requirements, the
Trust is to include as an exhibit a copy of the annual statement of
independents' accountants for each Servicer. Such statement has not yet been
received for Ameriquest. Accordingly, the annual statement of independents'
accountants for Ameriquest will be filed with an amended 10-K when such
statement is received.
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