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-LB5 Trust
(Exact name of registrant as specified in its charter)
NY 52-2069991 52-2069989
(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-LB5 Trust (the "Trust"), established pursuant to a
Pooling and Servicing Agreement among Salomon Brothers Mortgage Securities VII,
Inc.,(the "Company"), as Depositor, and Long Beach 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-LB5 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 Mortgage Company, as Subservicer<F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1997.
(a) Ameriquest Mortgage Company, as Subservicer<F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1997.
(a) Ameriquest Mortgage Company, as Subservicer<F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(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.
<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:
Salomon Brothers Mortgage Securities VII, Inc.,
Asset-Backed Floating Rate Certificates, Series 1997-LB5 Trust
Signed NORWEST BANK MINNESOTA, N.A.,
as Trustee
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President -- Securities Administration Services
Dated: 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 Mortgage Company, as Subservicer<F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1997.
(a) Ameriquest Mortgage Company, as Subservicer<F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) Ameriquest Mortgage Company, as Subservicer<F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders<F2>
<F1> Filed herewith.
<F2> Previously filed.
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
LONGBEACH MORTGAGE COMPANY
LOGO
OFFICER'S CERTIFICATE
MASTER SERVICER: LONGBEACH MORTGAGE COMPANY
AGREEMENT: POOLING AND SERVICING AGREEMENT DATED JUNE 1, 1997
DEAL: ASSET-BACKED CERTIFICATES SERIES 1997-LB4
SUBJECT PEROID: MAY 2, 1997 THROUGH DECEMBER 31, 1997
CERTIFICATE DATE: MAY 15, 1998
This certificate is delivered to Norwest Bank of Minnesota, National
Association, as Trustee pursuant to Sections 3.20 and 3.21 of the Pooling and
Servicing Agreement dated June 1, 1997 ("the Agreement").
The undersigned officer of Long Beach Mortgage Company ("the Company")
represents solely the activities of the Company and does not make any
representations for any other master servicer under the Agreement.
Pursuant to Section 3.20 of the Agreement; The undersigned officer of the
Company has supervised a review of the Company's activities during the Subject
Period with respect to the terms of the Agreement and has determined the
following: (a) to undersigned officer's best knowledge, the Company has
fulfilled its obligations under this Agreement and (b) there has not been a
default in the fulfillment of any obligation under the Agreement.
Pursuant to Section 3.21 (ii) of the Agreement; Attached to this
certificate is a copy of the letter issued to our Sub-Servicer, Ameriquest
Mortgage Company, by Deloitte & Touche LLP regarding Ameriquest's compliance
with the Uniform Single Attestation Program for Mortgage Bankers for the year
ended December 31, 1997.
LONGBEACH MORTGAGE COMPANY
BY: /S/ James H. Leonetti
NAME: JAMES H. LEONETTI
TITLE: SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
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, THE 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
