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.: 333-15473-02
Southern Pacific Secured Assets Corporation,
Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1997-02 Trust
(Exact name of registrant as specified in its charter)
New York 52-2048650 52-2048657 52-2048659
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o Norwest Bank Minnesota, N.A.
7485 New Horizon Way
Frederick, MD 21703
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (301) 696-7900
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
Southern Pacific Secured Assets Corporation, Mortgage Loan Asset-Backed
Pass-Through Certificates, Series 1997-02 Trust (the "Trust"), established
pursuant to a Pooling and Servicing Agreement among Southern Pacific Secured
Assets Corp,(the "Company"), and Advanta Mortgage Corp.USA, as Master Servicer,
and Norwest Bank Minnesota, N.A., as Trustee, pursuant to which the Southern
Pacific Secured Assets Corporation, Mortgage Loan Asset-Backed Pass-Through
Certificates, Series 1997-02 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) Advanta Mortgage Corp., USA, as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1997.
(a) Advanta Mortgage Corp., USA, as Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1997.
(a) Advanta Mortgage Corp., USA, as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(b) On October 9, 1997, November 10, 1997, and December 9, 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:
Southern Pacific Secured Assets Corporation,
Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1997-02 Trust
Signed: NORWEST BANK MINNESOTA, N.A.,
as Trustee
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President -- Securities Administration Services
Dated: August 31, 1998
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1997.
(a) Advanta Mortgage Corp., USA, as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1997.
(a) Advanta Mortgage Corp., USA, as Servicer <F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) Advanta Mortgage Corp., USA, as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Advanta Mortgage Corp. USA:
We have examined management's assertion about Advanta Mortgage Corp. USA's (the
"Company"), an indirect wholly-owned subsidiary of Advanta Corp., 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,
1997 included in the accompanying management assertion. Management is
responsible for Advanta Mortgage Corp. USA's compliance with those minimum
servicing standards and for maintaining a fidelity bond and errors and omissions
policy. 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 Advanta Mortgage Corp. USA'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 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, 1997 is fairly stated, in all material
respects.
/s/Arthur Anderson LLP
Philadelphia, PA
March 20, 1998
(LOGO)
ADVANTA
MORTGAGE
P.O. Box 50911
San Diego, CA 92150-9011
16875 West Bernardo Drive
San Diego, CA 92127
(619) 674-1800
REPORT OF MANAGEMENT ON COMPLIANCE WITH MINIMUM SERVICING STANDARDS
As of and for the year ended December 31, 1997, 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
William P. Garland
Senior Vice President
Loan Servicing Officer
/s/James L. Shreero
James L. Sheero
Senior Vice President
Finance and Accounting
(LOGO)
March 20, 1998
Norwest Bank Minnesota, N.A. (338)
Tim Knight
11000 Brokenland Parkway
Columbia, MD 21004-3562
ADVANTA
MORTGAGE
P.O. BOX 509011
SAN DIEGO, CA 92150-9011
16875 WEST BERNARDO DRIVE
SAN DIEGO. CA 92127
(619) 674-1800
RE: ANNUAL STATEMENT AS TO COMPLIANCE
Pursuant to that certain LOAN SERVICING AGREEMENT ("Agreement") dated as of
June 1, 1997, SOUTHERN PACIFIC SECURED ASSETS CORP. MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1997-2, I, William P. Garland, hereby certify that (I) a
review of the activities of the Servicer during the preceding year and the
performance under this Agreement has been made under my supervision, and (II) to
the best of my knowledge, based on such review, the Servicer has fulfilled all
its obligations under this Agreement for such year.
Sincerely,
/s/William P. Garland
William P. Garland
Sr. Vice President, Loan Service
WPG/cg
cc: Mr. James L. Shreero
Annette Aguirre, Esq.
Mr. Mark Casale
