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.: 333-21263-13
Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-13 Trust
(Exact name of registrant as specified in its charter)
New York 52-2066643
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (410) 884-2000
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
Norwest Asset Securities Corporation, Mortgage Pass-Through Certificates, Series
1997-13 Trust (the "Trust"), established pursuant to a Pooling and Servicing
Agreement among Norwest Asset Securities Corporation, as Seller, Norwest Bank
Minnesota, National Association, as Master Servicer, and First Union National
Bank, as Trustee, pursuant to which the Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-13 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) Citicorp Mortgage, Inc., as Servicer<F1>
(b) National City Mortgage Co., as Servicer<F1>
(c) Norwest Mortgage, Inc., as Servicer <F1>
(d) The Huntington Mortgage Co., as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1997.
(a) Citicorp Mortgage, Inc., as Servicer<F1>
(b) National City Mortgage Co., as Servicer<F1>
(c) Norwest Mortgage, Inc., as Servicer <F1>
(d) The Huntington Mortgage Co., as Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1997.
(a) Citicorp Mortgage, Inc., as Servicer<F1>
(b) National City Mortgage Co., as Servicer<F1>
(c) Norwest Mortgage, Inc., as Servicer <F1>
(d) The Huntington Mortgage Co., as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(b) On October 28, 1997, a report on Form 8-K was filed in order to
provide the Pooling and Servicing Agreement for the Certificates.
On November 10, 1997, and December 9, 1997, reports on Form 8-K were
filed by the Company in order to provide the statements for monthly
distributions to holders of the Certificates. No other reports on 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:
Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates,
Series 1997-13 Trust
Signed NORWEST BANK MINNESOTA, N.A.,
as Master Servicer
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President
Dated: December 1, 1999
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1997.
(a) Citicorp Mortgage, Inc., as Servicer<F1>
(b) National City Mortgage Co., as Servicer<F1>
(c) Norwest Mortgage, Inc., as Servicer <F1>
(d) The Huntington Mortgage Co., as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1997.
(a) Citicorp Mortgage, Inc., as Servicer<F1>
(b) National City Mortgage Co., as Servicer<F1>
(c) Norwest Mortgage, Inc., as Servicer <F1>
(d) The Huntington Mortgage Co., as Servicer <F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) Citicorp Mortgage, Inc., as Servicer<F1>
(b) National City Mortgage Co., as Servicer<F1>
(c) Norwest Mortgage, Inc., as Servicer <F1>
(d) The Huntington Mortgage Co., as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders<F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
10 South Broadway Telephone 314 444 1400 Fax 314 444 1470
Suite 900
St. Louis, MO 63102-1761
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Citicorp Mortgage, Inc.:
We have examined management's assertion about Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citicorp) and subsidiaries' (the Company)
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR
MORTGAGE BANKERS as of and for the year ended December 31, 1997 included in
the accompanying management assertion. 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 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 Citicorp Mortgage, Inc. and
subsidiaries complied with the aforementioned minimum servicing standards as of
and for the year ended December 31, 1997 is fairly stated, in all material
respects.
/s/KPMG Peat Marwick LLP
February 20, 1998
(LOGO)ERNST& YOUNG LLP 1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115-1405 Phone: 216 861 5000
Report on Management's Assertion on Compliance
with Minimum Servicing Standards Set Forth in the
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
Report of Independent Accountants
Board of Directors
National City Mortgage Co.
We have examined management's assertion, included in the accompanying report
titled REPORT OF MANAGEMENT, that National City Mortgage Co. (NCM) complied with
the minimum servicing standards set forth in the Mortgage Bankers Association of
America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP) during
the year ended December 31, 1997. Management is responsible for NCM's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertions about NCM'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 NCM's compliance with those
requirements 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 NCM's
compliance with specified requirements.
In our opinion, management's assertion, that NCM complied with the
aforementioned requirements during the year ended December 31, 1997, is fairly
stated, in all material respects.
Ernst & Young LLP
/s/Ernst & Young LLP
January 28, 1998
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
(LOGO) KPMG PEAT MARWICK LLP
2500 Ruan Center
P.O. Box 772
Des Moines, IA 50303
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Norwest Mortgage, Inc.:
We have examined management's assertion about Norwest Mortgage Banking's
compliance 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 the year ended December 31, 1997, included in the
accompanying Management Assertion. Management is responsible for Norwest
Mortgage Banking's compliance with those minimum 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 Norwest Mortgage Banking'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 Norwest Mortgage Banking's compliance with the minimum
servicing standards.
In our opinion, management's assertion that Norwest Mortgage Banking complied in
all material respects with the aforementioned minimum servicing standards as of
and for the year ended December 31, 1997 is fairly stated, in all material
respects.
/s/KPMG Peat Marwick LLP
January 14, 1998
(LOGO)ERNST & YOUNG LLP
One Columbus
10 West Broad Street Phone: 614 224 5678
Columbus, Ohio 43215-3400 Fax: 614 222 3939
Independent Auditors' Report
Board of Directors
The Huntington Mortgage Company
We have examined management's assertion, included in the accompanying report
titled REPORT OF MANAGEMENT, that The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, complied with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS during the
year ended December 31, 1997. Management is responsible for HMC's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about HMC's compliance based on our examination.
Our examination was conducted in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about HMC's compliance with those
requirements 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 HMC's
compliance with specified requirements.
In our opinion, management's assertion that HMC complied with the aforementioned
requirements during the year ended December 31, 1997 is fairly stated, in all
material respects.
/s/Ernst & Young LLP
March 12, 1998
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
CITICORP MORTGAGE, INC. FINANCIAL CONTROL
12855 N. OUTER FORTY DRIVE
MS 822
ST. LOUIS, MO 63141
As of and for the year ended December 31, 1997, Citicorp Mortgage, Inc. (an
indirect wholly owned subsidiary of Citicorp) and subsidiaries (the Company) has
complied, in all material respects with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION FOR MORTGAGE BANKERS. As of and for this same period, the Company
had in effect fidelity bond and errors and omissions policies in the amount of
$274 million.
Very truly yours,
CITICORP MORTGAGE, INC.
By: /s/ David B. Lowman
David B. Lowman, Managing Director-
Mortgage Services
By /s/ Jim B. Levites 3-4-98
Jim B. Levites, Managing Director-
Default Management
By /s/ Richard G. Thornberry 3-9-98
Richard G. Thornberry President/Chief Operating Officer
By /s/ Carl Levinson
Carl L. Levinson, Chairman/Chief Executive Officer
February 20, 1998
National City National City Mortgage Co.
Mortgage 3232 Newmark Drive Miamisburg, Ohio 45342
Telephone (937) 910-1200
Mailing Address:
P.O. 1820
Dayton, Ohio 45401-1820
Management's Assertion on Compliance with
Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Report of Management
We, as members of management of National City Mortgage Co. (NCM), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 3l, 1997 and for the year
then ended. Based on this evaluation, we assert that during the year ended
December 3l, 1997, NCM complied, in all material respects, with the minimum
servicing standards set forth in the USAP.
As of and for this same period, NCM had in effect a fidelity bond policy in the
amount of $50 million and an errors and omissions policy in the amount of $20
million.
/s/Leo E. Knight, Jr.
Leo E. Knight, Jr., President
/s/T. Jackson Case Jr.
T. Jackson Case Jr., Sr. Vice President
January 29,1998
No one Cares More !
(LOGO)NORWEST MORTGAGE Norwest Mortgage, Inc.
405 S.W. 5th Street
Des Moines, IA 50309-4626
515/237-6000
Management Assertion
As of and for the year ended December 3l, 1997, Norwest Mortgage Banking 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. As of this same period, Norwest Mortgage Banking
had in effect a fidelity bond and errors and omissions policy in the amount of
$100 million and $20 million, respectively.
/s/Mark C. Oman January 14,1998
Mark C. Oman Date
PRESIDENT AND CHIEF EXECUTIVE OFFICER
/s/Robert K. Chapman January 14, 1998
Robert K. Chapman Date
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICE
/s/Mike Heid January 14, 1998
Mike Heid Date
EXECUTIVE VICE PRESIDENT LOAN SERVICING
The Huntington Mortgage Company (LOGO)
7575 Huntington Park Drive HUNTINGTON MORTGAGE
Columbus, Ohio 43235 COMPANY
Report of Management
We, as members of management of The Huntington Mortgage Company (HMC), a
wholly-owned subsidiary of The Huntington National Bank, are responsible for
complying with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
(USAP). We are also responsible for establishing and maintaining effective
internal control over compliance with the minimum servicing standards as set
forth in the USAP as of December 31, 1997 and for the year then ended. Based on
this evaluation, we assert that during the year ended December 31, 1997, HMC
complied with the minimum servicing standards set forth in the USAP.
As of and for this same period, HMC had in effect a fidelity bond in the amount
of $40,000,000 and an errors and omissions policy in the amount of $8,000,000.
/s/R. Frederick Taylor
R. Frederick Taylor, President
/s/Irving A. Adler
Irving A. Adler, Senior Vice President
A subsidiary of The Huntington National Bank
CITICORP MORTGAGE, MAIL STATION 313
INC. P.O. BOX 790013
ST. LOUIS, MISSOURI
A SUBSIDIARY OF 63179-0013
CITICORP
(LOGO)
March 31, 1998
Investor #6121 and 6123
Attn: Christine A Tincher
Norwest Bank
11000 Broken Land Parkway
Columbia, MD 21044-3562
OFFICER'S CERTIFICATE
RE: Annual Statement as to Compliance:
Pursuant to SASCOR Servicing Guide
Dear Ms. Tincher:
The activities of Citicorp Mortgage, Inc., performed under the above referenced
Servicing Guide during the preceding calendar year, have been conducted under my
supervision. Based upon a review of those activities and to the best of my
knowledge, Citicorp Mortgage, Inc. has fulfilled all of its obligations under
this Servicing Guide.
Citicorp Mortgage, Inc.
By: /s/Patsy M. Barker
Patsy M. Baker, Vice President
By: /s/Timothy Klingert
Timothy Klingert, Investor Reporting Manager
NATIONAL CITY MORTGAGE CO.
3232 NEWMARK DRIVE
MIAMISBURG, OH 45342
SERVICER'S ANNUAL CERTIFICATION
Dear Sir/Madam:
The undersigned hereby certifies with respect to each and every mortgage
serviced under the Servicing Agreement between Norwest Bank Minnesota, N.A. as
follows:
1. There are no outstanding unpaid installments of taxes, special
assessments, or insurance unless otherwise reported.
2. There has been no notice of cancellation received for any hazard or other
insurance incident to any mortgage, without the Servicer obtaining proper
coverage to protect the security interest in the property of Norwest Bank
Minnesota, N.A..
3. Private mortgage insurance, as required, remains in full force and effect.
4. All notices detrimental to Norwest Bank Minnesota, N.A. security interest
have been forwarded to Norwest Bank Minnesota, N.A..
5. All ARM and GPM loan adjustments have been made in accordance with the
mortgage terms, with timely proper notice provided to the mortgagors as
required by the terms of the note and by regulatory guidelines.
6. The needed internal controls are in place to insure that all index
changes, made either manually or by automation, reflect the accurate index
for that period.
7. All loan documents pertaining mortgage loans are held by National City
Bank of Kentucky, our document custodian.
8. All mortgage insurance premiums due under the contract of insurance with
the Federal Housing Administration or private mortgage insurance companies
have been paid.
9. All FHA 235/265 mortgage loans have been property recertified.
10. Fidelity Bond Coverage and Error's & Omissions Coverage is in full force
and effect.
11. A Form 1099 was flied with the Internal Revenue Service for all interest
paid to mortgagors over $10.00 on their escrow/impound accounts (IRS Code
6049).
12. A Form 1099-A was filed with the Internal Revenue Service for all Norwest
Bank Minnesota, N.A. property foreclosure acquisitions and abandonments
(IRS Code 60500).
13. A Form 1099-C was filed with the Internal Revenue Service for all Norwest
Bank Minnesota, N.A. accounts that had forgiveness of debt.
14. A Form 1098 was filed with the Internal Revenue Service for all Norwest
Bank Minnesota, N.A. accounts for interest paid by the borrowers in excess
of $600.00.
15. All requirements of Regulation Z have been met.
16. We are in compliance with the National Flood Insurance Act of 1994.
17. All property inspections have been completed as required.
18. Interest is paid on escrow/impound accounts in states that require it.
19. We have established policies, procedures and responsibilities for
comprehensive contingency planning to minimize financial loss and
disruption of service to the institution and its customers and ensure
timely resumptions in the event of a disaster.
20. We acknowledge that the institution's contingency plan is reviewed and
approved annually by management.
By:/s/Patricia A. Maynard 3/23/98
Patricia A. Maynard, Vice President Date
NORWEST MORTGAGE, INC.
405 S.W. 5th 3treet
Des Moines, IA 50328
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Tracey Waldman
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1996 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 Norwest Bank Minnesota, N.A.;
(B) I have confirmed that the Servicer 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 to Norwest Bank Minnesota,
N.A.;
(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/ John B. Brown
Officer
Vice President
Title
3-18-97
Date
(LOGO)
HUNTINGTON MORTGAGE
COMPANY
The Huntington Mortgage Company
7575 Huntington Park Drive
Columbus, Ohio 43235
March 26, 1998
SASCOR
Attn: Master Servicing Dept
7435 New Technology Way
Frederick, MD 21701
Re: 1997 Annual Reporting
Dear Investor:
In accordance with the servicing agreement between The Huntington Mortgage
Company (HMC) and your firm, this letter will serve as our annual certification
relative to the portfolio of mortgage loans administered on your behalf.
Enclosed, please find The Huntington BancShares Incorporated and HMC Annual
Reports for 1997.
This letter will also certify that all real estate taxes and insurance premiums
have been paid in connection with the mortgage loan portfolio. Additionally,
please find Fidelity Bond certificates as well as Errors Omissions declarations
to further protect your interest.
The employees of The Huntington are pleased to be of service to you and we look
forward to continuing the valued business relationship that we have established
with your organization. Should you have any questions regarding the enclosed
statements, please contact me directly at (614)480-6680.
Sincerely,
/s/Bradford C. Northcraft
Bradford C. Northcraft
Vice President
Investor Services Manager
Take control of your money.
