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.: 333-21263-15
Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-15 Trust
(Exact name of registrant as specified in its charter)
New York 52-2061101
(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
1997-15 Trust (the "Trust"), established pursuant to a Pooling and Servicing
Agreement among Norwest Asset Securities Corporation, as Seller(the Company),
Norwest Bank Minnesota, National Association, as Master Servicer, United States
Trust Company of New York, as Trustee, and First Union National Bank as Trust
Administrator pursuant to which the Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates, Series 1997-15 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) Cimarron Mortgage Company, as Servicer<F1>
(b) Citicorp Mortgage, Inc., as Servicer<F1>
(c) Temple Inland Services, Inc., as Servicer <F1>
(d) First Union Mtg. Corp., as Servicer<F1>
(e) FT Mortgage Companies, as Servicer<F1>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) Sun Trust Mortgage, Inc., as servicer <F1>
(h) 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) Cimarron Mortgage Company, as Servicer<F1>
(b) Citicorp Mortgage, Inc., as Servicer<F1>
(c) Temple Inland Services, Inc., as Servicer <F1>
(d) First Union Mtg. Corp., as Servicer<F1>
(e) FT Mortgage Companies, as Servicer<F1>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) Sun Trust Mortgage, Inc., as servicer <F1>
(h) 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) Cimarron Mortgage Company, as Servicer<F1>
(b) Citicorp Mortgage, Inc., as Servicer<F1>
(c) Temple Inland Services, Inc., as Servicer<F1>
(d) First Union Mtg. Corp., as Servicer<F1>
(e) FT Mortgage Companies, as Servicer<F1>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) Sun Trust Mortgage, Inc., as servicer <F1>
(h) The Huntington Mortgage Co., as servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(b) On November 11, 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 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:
Norwest Asset Securities Corporation,
Mortgage Pass-Through Certificates,
Series 1997-15 Trust
Signed NORWEST BANK MINNESOTA, N.A.,
as Master Servicer
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President
Dated: 2/10/2000
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1997.
(a) Cimarron Mortgage Company, as Servicer<F1>
(b) Citicorp Mortgage, Inc., as Servicer<F1>
(c) Temple Inland Services, Inc., as Servicer <F1>
(d) First Union Mtg. Corp., as Servicer<F1>
(e) FT Mortgage Companies, as Servicer<F1>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) Sun Trust Mortgage, Inc., as servicer <F1>
(h) 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) Cimarron Mortgage Company, as Servicer<F1>
(b) Citicorp Mortgage, Inc., as Servicer<F1>
(c) Temple Inland Services, Inc., as Servicer <F1>
(d) First Union Mtg. Corp., as Servicer<F1>
(e) FT Mortgage Companies, as Servicer<F1>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) Sun Trust Mortgage, Inc., as servicer <F1>
(h) The Huntington Mortgage Co., as servicer <F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) Cimarron Mortgage Company, as Servicer<F1>
(b) Citicorp Mortgage, Inc., as Servicer<F1>
(c) Temple Inland Services, Inc., as Servicer<F1>
(d) First Union Mtg. Corp., as Servicer<F1>
(e) FT Mortgage Companies, as Servicer<F1>
(f) Norwest Mortgage, Inc., as servicer <F1>
(g) Sun Trust Mortgage, Inc., as servicer <F1>
(h) 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) One Jackson Place Phone: 601 948 6600
Suite 400 Fax: 601 353 7246
188 East Capitol Street
Jackson, Mississippi 39201-2157
Report of Independent Accountants on Management's Assertion on
Compliance with Minimum Servicing Standards Set Forth in the
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
The Board of Directors
Cimarron Mortgage Company
and
President
Federal National Mortgage Association
We have examined management's assertion that Cimarron Mortgage Company ("the
Company") 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, included in the
accompanying report title REPORT OF MANAGEMENT. Management is responsible for
the Company's compliance with those requirements. 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 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 the
Company's compliance with specified requirements.
In our opinion, management's assertion that the Company complied with the
aforementioned requirements during the year ended December 31, 1997 is fairly
stated, in all material respects.
/s/Ernst & Young LLP
March 19, 1998
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
(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 Suite 1400 Phone: 512 478 9881
700 Lavaca Fax: 512 473 3499
Austin, Texas 78701
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Temple-Inland Financial Services, Inc. and
Subsidiaries (including Knutson Mortgage
Corporation)
We have examined management's assertion included in the accompanying report
titled REPORT OF MANAGEMENT that Temple-Inland Financial Services, Inc. and
Subsidiaries (including Knutson Mortgage Corporation) (the "Company") 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 15 month period ended December 31, 1997. Management is responsible
for the Company's compliance with those requirements. Our responsibility is to
express an opinion on management's assertions 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 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 the
Company's compliance with specified requirements.
In our opinion, management's assertion that the Company complied with the
aforementioned requirements during the 15 month period ended December 31, 1997,
is fairly stated, in all material respects.
/s/Ernst & Young LLP
January 30, 1998
Ernst & Young LLp is a member of Ernst & Young International, Ltd.
LOGO KPMG PEAT MARWICK LLP
Suite 2800
Two First Union Center
Charlotte. NC 28282-8290
INDEPENDENT ACCOUNTANT'S REPORT
The Board of Directors
First Union Mortgage Corporation:
We have examined management's assertion about First Union Mortgage Corporation's
(a wholly-owned subsidiary of First Union Corporation) 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 3l, 1997 included in the accompanying
management assertion. Management is responsible for First Union Mortgage
Corporation's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about First
Union Mortgage Corporation'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 First Union Mortgage Corporation'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 First Union Mortgage Corporation's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Union Mortgage Corporation
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
March 13, I998
LOGO MEMEBERS FIRM OF KPMB INTERNATIONAL
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholder of FT Mortgage Companies:
We have examined management's assertion about FT Mortgage Companies' (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) and that the Company had in effect a fidelity bond
policy in the amount of $70,000,000 and an errors and omissions policy in the
amount of $25,000,000 as of and for the year ended December 31, 1997, included
in the accompanying management assertion letter. Management is responsible for
the Company'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 Company's
compliance with the minimum servicing standards and maintenance of a fidelity
bond and errors and omissions policy 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, except for the matters disclosed therein, management's assertion
that the Company complied with the aforementioned minimum servicing standards
and that the Company had in effect a fidelity bond policy in the amount of
$70,000,000 and an errors and omissions policy in the amount of $25,000,000 as
of and for the year ended December 31, 1997, is fairly stated, in all material
respects.
/s/Arthur Andersen LLP
Memphis, Tennessee,
February 20, 1998.
(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
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of SunTrust Mortgage, Inc.:
We have examined management's assertion about SUNTRUST MORTGAGE, INC.'S
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE
BANKS ("USAP") and that the Company had in effect a fidelity bond and errors and
omissions policy in the amounts of $100,000,000 and $20,000,000, respectively,
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 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 with the minimum servicing
standards and maintenance of a fidelity bond and errors and omissions policy
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 the Company complied with the
aforementioned minimum servicing standards and that the Company had in effect a
fidelity bond and errors and omissions policy in the amounts of $100,000,000 and
$20,000,000, respectively, as of and for the year ended December 31, 1997 is
fairly stated in all material respects.
/S/Arthur Andersen LLP
Atlanta, Georgia
January 30,1998
(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.
MANAGEMENT'S ASSERTION ON COMPLIANCE WITH MINIMUM
STANDARDS SERVICING STANDARDS SET FORTH
IN THE UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS
REPORT OF MANAGEMENT
We, as members of management of Cimarron Mortgage Company, 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 Cimarron Mortgage Company's 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, Cimarron Mortgage Company has complied, in all
material respects, with the minimum servicing standards set forth in the USAP.
As of December 31, 1997, Cimarron Mortgage Company had in effect a fidelity
bond and error and omissions policy in the amount of $2,000,000.
/s/Paul J. Salvo
PAUL J. SALVO
President and Chief Operating Officer
/s/Linda Scott
LINDA SCOTT
Senior Vice President and Secretary
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
(LOGO)
KNUTSON
MORTGAGE CORPORATION
REPORT OF MANAGEMENT
We, as members of management of Temple-Inland Financial Services, Inc. and
Subsidiaries (including Knutson Mortgage Corporation) (the "Company") 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 (the "USAP"). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of the Company's compliance with the minimum
servicing standards as set forth in the USAP as of December 31, 1997 and for the
15 month period then ended. Based on this evaluation, we assert that during the
15 month period ended December 31, 1997, the Company complied, in all material
respects, with the minimum servicing standards set forth in the USAP.
During the 15 month period ended December 31, 1997, the Company did not
consistently document its supervisory review and approval of custodial account
reconciliations. Although not consistently documented, in most instances a
supervisory review had taken place. As of January 1998, a procedure to document
supervisory review and approval had been instituted. Because a supervisory
review was made in most instances, we believe this is not a material
noncompliance with the minimum servicing standards set forth in the USAP.
As of December 31, 1997, the Company had in effect a fidelity bond and errors
and omissions policy in the amount of $30,000,000.
By:/s/Richard Hebl
Senior Vice President -
Loan Administration
3001 METRO DRIVE/SUITE 400/ MINNEAPOLIS, MINNESOTA 55425/(612) 204-2600
Charlotte, North Carolina 28288
(704) 374-6787
LOGO FIRST UNION
MANAGEMENT'S ASSERTION REGARDING
COMPLIANCE WITH MINIMUM SERVICING STANDARDS
As of and for the year ended December 3l, 1997, First Union 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. As of and for this same period, First
Union Mortgage Corporation had if effect a fidelity bond and errors and
omissions policies in the amounts of $100 million and $20 million, respectively.
/s/ Karin Patrick
/Karin Patrick, Senior Vice President March 13, 1998
Date
/s/ James Maynor
James Maynor, President March 13,1998
Date
(LOGO)FT MORTGAGE COMPANIES
2974 LBJ FREEWAY ATLANTIC COAST MORTGAGE MNC MORTGAGE
DALLAS, TX 75234 CARL I. BROWN MORTGAGE HOMEBANC MORTGAGE
972 484-5600
FIRST TENNESSEE MORTGAGE
SUNBELT NATIONAL MORTGAGE
Arthur Andersen LLP
Suite 1100
100 Peabody Place
Memphis, Tennessee 38103
Dear Sirs:
As of and for the year ended December 31, 1997, FT Mortgage Companies and its
wholly-owned subsidiary First Tennessee Mortgage Services, Inc. (the "Company")
has complied in all material respects, except for the matters disclosed in
Exhibit I, 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, the Company had in effect a fidelity
bond policy in the amount of $70,000,000 and an errors and omissions policy in
the amount of $25,000,000.
/s/Gary B. Klinger
Gary B. Klinger
Chief Financial Officer
February 20, 1998
EXHIBIT I
MATTER #1:
The Company is required to maintain a loan servicing file for each of the loans
it services. During an inventory of files in prior years, the Company noted
several missing files. The situation reported in the prior year still exists.
MANAGEMENT CORRECTIVE ACTION
The Company maintains collateral documentation files with the document
custodians. Internal loan servicing fries will be recreated as necessary.
MATTER #2:
The Company is required to analyze escrow balances for all loans on an annual
basis. Testing in prior years revealed a group of loans on which an escrow
analysis had not been performed in the preceding 12 months. The situation
reported in the prior year still exists.
MANAGEMENT CORRECTIVE ACTION
Management was made aware of the issue in the prior year and performed escrow
analyses on a large number of the loans identified and is currently working
through the remainder of the loans
(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
SunTrust Mortgage, Inc. RALPH B. CARRIGAN
Mail Code CC-502 President, Chief Operating Officer
P.O. Box 4333
Atlanta, GA 30302
Tel (770)352-5610
Fax (770) 352-5832
SUNTRUST
January 30, 1998
Arthur Andersen LLP
133 Peachtree Street, NE
Atlanta, Georgia 30303
Dear Sirs:
As of and for the year ended December 31, 1997, SunTrust Mortgage, Inc. 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 and for this same period, SunTrust Mortgage,
Inc. had in effect a fidelity bond and errors and omissions policy in the
amounts of $100,000,000 and $20,000,000 respectively.
Sincerely,
/s/Ralph B. Carrigan
Ralph B. Carrigan
President/COO
RBC/amg
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
(LOGO) 460 Briarwood Dr., Suite 415
Jackson, MS 39206
P. O. Box 12830
Jackson, MS 39236-2830 (601) 899-1500
FAX: (601) 899-1502
March 30, 1998
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
Re: Officer's Certificate
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
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
servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omission
Insurance Policy and any other bonds required under the terms of the
Servicer Guide are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
and Primary Mortgage Insurance Policy are with respect to each
Mortgaged Property, has 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, has been paid, or if any such costs or
expenses have not been paid 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 6050H, 6050J, and 6050P of the Internal Revenue
Code, respectively, have been prepared and filed.
Certified By:
/s/Paul J. Salvo
Officer
President
Title
3/30/98
Date
JACKSON, MISSISSIPPI - ATLANTA, GEORGIA - CLEARWATER, FLORIDA
Member of the Mortgage Bankers Association
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
February 19, 1998
TEMPLE-INLAND MORTGAGE CORPORATION
(logo)
Norwest Bank Minnesota, N.A. - Master Servicer
Attn: Kimberly J. Wiggins, Compliance Administrator
11000 Broken Land Parkway
Columbia, MD 21044-3562
RE:
Investor Nos. L11, L12, L14, L17, L18, 404, 405,406, 487, 645,646, 647, and 648
Annual Certification, as of 12/31/97
Dear Ms. Wiggins:
The undersigned Officer certifies the following for the 1997 fiscal year:
(A) I have reviewed the activities and performances 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 my 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 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 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 Ryland Mortgage Company;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgaged Property
required per sections 6050J and 6050P of the internal Revenue Code,
respectively, have been prepaid.
Certified by:
Temple-Inland Mortgage Corporation and Temple-Inland Mortgage Corporation as
subservicer for Lumbermen's Investment Corporation
Clay B. Carson
Executive Vice President
February 19,1998
TEMPLE-INLAND BUILDING * 1300 SOUTH MO-PAC EXPWY. * AUSTIN, TEXAS 78746
Charlotte, North Carolina 28288
(704) 374-6787
LOGO FIRST UNION
MANAGEMENT'S ASSERTION REGARDING
COMPLIANCE WITH MINIMUM SERVICING STANDARDS
As of and for the year ended December 3l, 1997, First Union Mortgage Corporation
has complied in all material respects with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's UNFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS. As of and for this same period, First
Union Mortgage Corporation had if effect a fidelity bond and errors and
omissions policies in the amounts of $100 million and $20 million, respectively.
/s/ Karin Patrick
/Karin Patrick, Senior Vice President March 13, 1998
Date
/s/ James Maynor James Maynor, President March 13,1998 Date
ANNUAL SERVICING CERTIFICATION
In connection with the loans serviced by FT MORTGAGE COMPANIES during fiscal
year ended DECEMBER 31, 1997 we confirm the following:
1) All real estate taxes, special assessments and any charges that may
become a lien upon the property and which come due in the last calendar year
have been paid. This also includes the verification with taxing authorities
for non-escrowed mortgages.
2) All FHA insurance premiums or private mortgage insurance premiums,
if applicable, have been paid and are in full force and effect.
3) All properties are adequately insured and your interest as
Mortgagee, is properly provided for in the mortgage clause. This includes both
flood and hazard insurance.
4) For those loans being escrowed for the payment of taxes and
insurance, sufficient amounts are being collected monthly to provide for payment
of future items.
5) All property inspections have been completed according to the
provisions of our servicing agreement, if applicable.
6) All other provisions of the servicing agreement have been adhered
7) Any exceptions to this certification are listed on an attachment
along with any explanation concerning their completion. If there are none
listed, it should be considered that there are no exceptions.
By:/s/Linda Chandler
(Name)
Vice President
(Title)
March 31, 1998
(Date)
(LOGO)NORWEST MORTGAGE Norwest Mortgage, Inc.
Home Campus
Des Moines, IA 50328
515/221-7300
March 5, 1998
Norwest Bank
Attention Stacy Wainwright
11000 Broken Land Parkway
Columbia MD 21044
Re: 1997 Annual Certification
We hereby certify to the best of our knowledge and belief that for the calendar
year of 1997:
1. All real estate taxes, bonds assessments and other lienable items have
been paid.
2. All FHA mortgage insurance, private mortgage insurance premiums, and
flood insurance have been paid (if applicable).
3. Hazard insurance policies held by us meet the requirements as specified
in the servicing agreement, or those of a normal prudent lender if not
specified, and those premiums due have been paid.
4. We have made all property inspections as required.
5. Fidelity bond and Errors and Omissions insurance coverage currently
exists.
6. That the Officer signing this certificate has 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
this Officer's 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.
Sincerely,
/s/John B. Brown
John B. Brown
Vice President
Norwest Mortgage Inc.
NMFL #0820H 9/96
SunTrust Mortgage, Inc.
Post Office Box 105621
Atlanta, GA 30348
Tel 1-800-634-7928
SUNTRUST
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
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 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 6050H, 605OJ and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified By:
/s/Roy Briggs, III
Officer Roy Briggs, III
Vice President
Title
April 3, 1998
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.
