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.: 333-39061
Salomon Brothers Mortgage Securities VII, Inc.,
Asset-Backed Floating Rate Certificates, Series 1997-AQ2 Trust
(Exact name of registrant as specified in its charter)
NY 52-2069996 52-2070000 52-2069994
(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
Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Floating Rate
Certificates, Series 1997-AQ2 Trust (the "Trust"), established pursuant to a
Pooling and Servicing Agreement among Salomon Brothers Mortgage Securities VII,
INC.(the "Company"), as Depositor, and Ameriquest Mortgage Company, as Master
Servicer, and Norwest Bank Minnesota, National Association, as Trustee, pursuant
to which the Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed
Floating Rate Certificates, Series 1997-AQ2 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) Ameriquest, as Servicer<F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1997.
(a) Ameriquest, as Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1997.
(a) Ameriquest, as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.
No distributions were made to certificate holders during 1997.
(b) On December 10, 1997, a report on Form 8-K was filed in order to
provide the Pooling and Servicing Agreement for 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.
<F3> Such document (i) is not filed herewith since such document was not
received by the Reporting Person at least three business days prior to the due
date of the Original Form 10-K; and (ii) will be included in a further
amendment to the Original Form 10-K to be filed within 30 days of the Reporting
Person's receipt of such document.
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:
Salomon Brothers Mortgage Securities VII, Inc.,
Asset-Backed Floating Rate Certificates, Series 1997-AQ2 Trust
Signed NORWEST BANK MINNESOTA, N.A.,
as Trustee
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) Ameriquest, as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1997.
(a) Ameriquest, as Servicer <F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) Ameriquest, as Servicer <F1>
<F1> Filed herewith.
<F3> Such document (i) is not filed herewith since such document was not
received by the Reporting Person at least three business days prior to the due
date of the Original Form 10-K; and (ii) will be included in a further amendment
to the Original Form 10-K to be filed within 30 days of the Reporting Person's
receipt of such document.
DELOITTE &
TOUCHE LLP
LOGO
Suite 1200 Telephone: (714) 436-7100
695 Town Center Drive Facsimile: (714) 436-7200
Costa Mesa, California 92626-1924
INDEPENDENT ACCOUNTANTS' REPORT
To Ameriquest Mortgage Company:
We have examined management's assertion about Ameriquest Mortgage Company's
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, 1997, included in the
accompanying management assertion. Management is responsible for Ameriquest
Mortgage Company'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 Ameriquest Mortgage 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 Ameriquest Mortgage Company's compliance
with the minimum servicing standards.
In our opinion, management's assertion that Ameriquest Mortgage Company 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/ Deloitte & Touche LLP
April 8,1998
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
AMERIQUEST
MORTGAGE
COMPANY
LOGO
AMERIQUEST MORTGAGE
January 12, 1998
As of and for the year ended December 31, 1997, Ameriquest Mortgage 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
Program for Mortgage Bankers. From January 1, 1997 through December 31, !997,
Ameriquest Mortgage Company had in effect a fidelity bond in the amount of
$10,000,000 and for the same period, an errors and omissions policy in an amount
ranging from $4,100,000 to $6,200,000.
/s/ Jule J. Keen
Jule J. Keen
Executive Vice President of Servicing Division
/s/ Shawna R. Ogilvie
Shawna R. Ogilvie
Vice President of Servicing Division
/s/ John P Grazer
John P. Grazer
Executive Vice President
And Acting Chief Financial Officer
505 S. Main Street. Suite 6000, Orange, California 92868-4509. (714) 543-5262
FAX (714) 542-3059
AMERIQUEST
MORTGAGE
COMPANY
OFFICERS CERTIFICATE
ANNUAL STATEMENT OF COMPLIANCE
MORTGAGE PASS-THROUGH CERTIFICATES
RESIDENTIAL MORTGAGE LOANS, SERIES
1996-LB,1996-LB3,1997-LB1,1997-LB2,1997-LB3,1997LB4
1997-LB5,1997-LB6,1997-AQ1,1997-AQ2
IN ACCORDANCE WITH THE APPROPRIATE SECTION OF THE ABOVE-CAPTIONED POOLING AND
SERVICING AGREEMENTS, I, JULE J. KEEN'AND SHAWNA R. OGILVIE OF AMERIQUEST
MORTGAGE COMPANY, (THE"SERVICER") HEREBY CERTIFY:
(i) A REVIEW OF THE ACTIVITIES OF THE SERVICER DURING THE PRECEDING CALENDAR.
YEAR,AND OF PERFORMANCE UNDER THESE AGREEMENTS HAVE BEEN MADE UNDER OUR
SUPERVISION.
(ii) TO THE BEST OF OUR KNOWLEDGE, BASED ON SUCH REVIEW, TI-IE SERVICER HAS
FULFILLED ALL ITS OBLIGATIONS UNDER THESE AGREEMENTS THROUGHOUT SUCH YEAR.
CERTIFIED THIS 15th DAY OF April, 1998
BY:/S/ JULE J.KEEN
JULE J. KEEN
EXECUTIVE VICE PRESIDENT
BY /S/ SHAWNA R. OGLIVIE
SHAWNA R. OGLIVIE
VICE PRESIDENT
505 Main Street, Suite 6000, Orange, California 92868-4309, (714) 543.5262
FAX (714) 542-3059
