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 333-30759-08
AMRESCO Residential Securities Corporation Mortgage Loan Trust 1997-3
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 1997-3 (the "Trust") established pursuant to the
Pooling and Servicing Agreement dated as of September 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, A-9
and A-10 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 3 holders of the Class A-1 Certificates, 9 holders of the
Class A-2 Certificates, 14 holders of the Class A-3 Certificates,
1 holders of the Class A-4 Certificates, 1 holders of the Class A-
5 Certificates, 3 holders of the Class A-6 Certificates, 2
holders of the Class A-7 Certificates, 2 holders of the Class A-8
Certificates, 2 holders of the Class A-9 Certificates, and 9
holders of the Class A-10 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 $1,377,249.
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 All Dollar Amounts
Class Are in Thousands
Principal Percent
Brown Brothers Harriman & Co. A-1 4,000,000 13%
63 Wall Street, 8th Floor
New York, NY 10005
Republic National Bank of New York A-1 21,500,000 68%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
SSB - Custodian A-1 6,000,000 19%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Bankers Trust Company A-2 15,230,000 42%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
NationsBank of Texas, N.A. A-2 6,420,000 18%
Trust Operations, 16th Floor
1401 Elm Street
Dallas, TX 75202
Prudential Securities Incorporated A-2 3,430,000 10%
Prudential Securities Proxy Dept
111 Eight Avenue
New York, NY 10011
Republic National Bank of New York A-2 7,300,000 20%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
Republic National Bank of New York A-2 1,700,000 5%
One Hanson Place, Lower Level
Brooklyn, NY 11243
Bankers Trust Company A-3 8,230,000 20%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company A-3 5,395,000 13%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-
3015
Pittsburgh, PA 15259
Chase Manhattan Bank A-3 6,225,000 15%
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N. A. A-3 10,220,000 25%
P.O. Box 30576
Tampa, FL 33630-3576
SSB -Custodian A-3 6,870,000 16%
Global Corp Action Dept JAB5W
Boston, MA 02105-1631
PNC Bank, N. A./ Pittsburgh A-4 29,100,000 100%
One PNC Plaza, 9th Floor
Pittsburgh, PA 15222-7707
Morgan Stanley & Co. Incorporated A-5 14,600,000 100%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Comerica Bank A-6 3,550,000 25%
Cap. Chg./Proxy 7CBB/MC 3530
Detroit, MI 48275-3530
Northern Trust Company A-6 10,100,000 71%
801 S. Canal C-IN
Chicago, IL 60607
Morgan Stanley & Co. Incorporated A-7 11,300,000 74%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Prudential Securities Incorporated A-7 4,000,000 26%
Prudential Securities Proxy Dept
111 Eight Avenue
New York, NY 10011
Morgan Stanley & Co. Incorporated A-8 14,790,000 75%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Prudential Securities Incorporated A-8 5,000,000 25%
Prudential Securities Proxy Dept
111 Eight Avenue
New York, NY 10011
Morgan Stanley & Co. Incorporated A-9 16,980,000 76%
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Prudential Securities Incorporated A-9 5,500,000 24%
Prudential Securities Proxy Dept
111 Eight Avenue
New York, NY 10011
Bankers Trust Company A-10 126,871,000 23%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank A-10 70,000,000 13%
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N. A. A-10 45,000,000 8%
P.O. Box 30576
Tampa, FL 33630-3576
DAIWA Securities America Inc. A-10 81,629,000 15%
Financial Square
32 Old Slip, 14th Floor
New York, NY 10005
Deutsche Morgan Grenfell Inc. A-10 25,000,000 5%
C/O ADP Proxy Services
Investors Bank & Trust/M.F. Custody A-10 32,040,000 6%
200 Clarendon Street
15th Floor, Hancock Tower
Boston, MA 02116
SSB - Custodian A-10 146,500,000 25%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
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
September 17, 1997 Acquisition or Disposition of Assets.
Underwriting and Pooling and Servicing
Agreements.
September 17, 1997 Acquisition or Disposition of Assets.
Subsequent Transfer Agreements.
October 24, 1997 Acquisition or Disposition of Assets.
Transfer Agreement
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 1997-3
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
