SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1997
Commission file number: 333-8439
ICIFC SECURED ASSET CORP.
(Pooling and Servicing Agreement dated as of September 1, 1997,
providing for the issuance of Mortgage Pass-Through Certificates,
Series 1997-3)
ICIFC SECURED ASSET CORP.
(Exact name of Registrant as specified in its Charter)
CALIFORNIA 33-071-5871
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
20371 IRVINE AVENUE
SANTA ANA HEIGHTS, CALIFORNIA 92707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(714) 556-0122
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE.
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 the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of
the Registrant as of December 31, 1997: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31,
1997: NOT APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated herein by reference
are as follows:
Pooling and Servicing Agreement of Registrant dated as of June
1, 1997 (hereby incorporated herein by reference as part of the
Registrant's Current Report on Form 8-K filed with Securities and
Exchange Commission on September 25, 1997).
Documents in Part II and Part IV incorporated herein by reference
are as follows:
Monthly Report to Certificateholders as to distributions made on
December 26, 1997, and filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on
January 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on
February 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
PART I
ITEM 1. Business.
The trust fund relating to ICIFC Secured Assets Corp. Mortgage
Pass-Through Certificates, Series 1997-3 was established pursuant
to a Pooling and Servicing Agreement dated as of September 1, 1997
among ICIFC Secured Assets Corp. as the seller (the "Seller"),
ICI Funding Corporation, as master servicer (the "Master
Servicer"), and Bankers Trust Company of California, N.A., as
trustee (the "Trustee"). (The Pooling and Servicing Agreement
is hereby incorporated herein by reference as part of the
Registrant's Current Report on Form 8-K filed with Securities
and Exchange Commission on September 25, 1997.)
The Certificates will evidence undivided interests in a trust
fund (the "Trust Fund") consisting primarily of a pool of
conventional, fixed-rate, one-to four-family first mortgage loans
(the "Mortgage Loans"). ICI Funding Corporation ("ICI Funding")
originated or acquired the Mortgage Loans through its mortgage
loan purchase program from various seller/servicers. ICI Funding
will transfer the Mortgage Loans to the Company pursuant to the
Mortgage Loan Purchase Agreement, dated September 29, 1997 (the
"Mortgage :Loan Purchase Agreement"), in exchange for immediately
available funds, the Class A-9, Class A-10 and Class B
Certificates.
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the
collection on the Mortgage Loans and distribution of payments on
the Certificates to Certificateholders. This information is
accurately summarized in the Monthly Reports to Certificateholders,
which are filed on Form 8-K. There is no additional relevant
information to report in response to Item 101 of Regulation S-K.
ITEM 2. Properties.
The Sponsor owns no property. The ICIFC Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 1997-3, in the
aggregate, represent the beneficial ownership in a Trust
consisting primarily of the Mortgage Loans. The Trust will
acquire title to real estate only upon default of the mortgagors
under the Mortgage Loan. Therefore, this item is inapplicable.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The ICIFC Secured Assets Corp. Mortgage Pass-Through Certificates,
Series 1997-3 represent, in the aggregate, the beneficial
ownership in a trust fund consisting primarily of the Mortgage
Certificates. The Certificates are owned by Certificateholders as
trust beneficiaries. Strictly speaking, Registrant has no
"common equity," but for purposes of this Item only,
Registrant's Collateralized Asset-Backed Certificates are treated as
"common equity."
(a) Market Information. There is no established public trading
market for Registrant's Certificates. Registrant believes the
Certificates are traded primarily in intra-dealer markets and
non-centralized inter-dealer markets.
(b) Holders. The number of registered holders of all classes of
Certificates on December 31, 1997 was: [Participant listings for
Cede & Co Fast, as a representative nominee for the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class M-1, Class M-2, and M-3 were unavailable from The
Depository Trust Company. Total number of registered holders of
all classes of Certificates will be reported on Form 10-K/A once
participant listings become available].
(c) Dividends. Not applicable. The information regarding
dividends required by sub-paragraph (c) of Item 201 of Regulation
S-K is inapplicable because the Trust does not pay dividends.
However, information as to distribution to Certificateholders is
provided in the Monthly Reports to Certificateholders for each
month of the fiscal year in which a distribution to
Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust,
the Selected Financial Data required by Item 301 of Regulation
S-K does not add relevant information to that provided by the
Monthly Reports to Certificateholders, which are filed on a
monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not Applicable. The information required by Item 303 of
Regulation S-K is inapplicable because the Trust does not have
management per se, but rather the Trust has a Trustee who causes
the preparation of the Monthly Reports to Certificateholders.
The information provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form
8-K, does provide the relevant financial information regarding
the financial status of the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Report to Certificateholders as to distributions made on
December 26, 1997 filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on
January 26, 1998 filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on
February 25, 1998 filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's will be subsequently
filed on Form 8.
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of
Regulation S-K are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to
whom compensation needs to be paid. Therefore, the information
required by item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security ownership of certain beneficial owners. Under the
Pooling and Servicing Agreement governing the Trust, the holders of
the Certificates generally do not have the right to vote and are
prohibited from taking part in management of the Trust. For
purposes of this Item and Item 13 only, however, the
Certificateholders are treated as "voting security" holders.
As of December 31, 1997, the following are the only persons known
to the Registrant to be the beneficial owners of more than 5% of
any class of voting securities: [Participant listings for
Cede & Co Fast, as a representative nominee for the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class M-1, Class M-2, and M-3 were unavailable from The
Depository Trust Company. Total number of registered holders of
all classes of Certificates will be reported on Form 10-K/A once
participant listings become available].
ICI Funding Corporation
20371 Irvine Avenue
Attn: Jennifer Sullivan
Santa Ana Heights, CA 92707
Series 1997-3
Class A-9
100%
ICI Funding Corporation
20371 Irvine Avenue
Attn: Joseph L. Luiso
Santa Ana Heights, CA 92707
Series 1997-3
Class A-10
100%
TFINN & CO
C/O Chase Manhattan Bank
PO Box 500000
Department 6583
Outsourcing Services
Series 1997-3
Class A-10
100%
(b) Security ownership of management. Not Applicable. The
Trust does not have any officers or directors. Therefore, the
information required by Item 403 of Regulation S-K is
inapplicable.
(c) Changes in control. Not Applicable. Since
Certificateholders do not possess, directly or indirectly, the
power to direct or cause the direction of the management and
policies of the Trust, other than in respect to certain required
consents regarding any amendments to the Pooling and Servicing
Agreement, the information requested with respect to item 403 of
Regulation S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows
of no transaction or series of transactions during the fiscal
year ended December 31, 1997, or any currently proposed
transaction or series of transactions, in an amount exceeding
$60,000 involving the Registrant in which the Certificateholders
identified in Item 12(a) had or will have a direct or indirect
material interest. There are no persons of the types described
in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
information required by Item 404(a)(3) of Regulation S-K is
hereby incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust does
not have management consisting of any officers or directors.
Therefore, the information required by item 404 of Regulation S-K
is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust
does not use promoters. Therefore, the information required by
item 404 of Regulation S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The following is a list of documents filed as part of this
report:
EXHIBITS
Monthly Report to Certificateholders as to distributions made on
December 26, 1997 filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on
January 26, 1998 filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on
February 25, 1998 filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's servicing
activities is not currently available and will be subsequently
filed on Form 8.
(b) The following Reports on Form 8-K were filed during the last
quarter of the period covered by this Report:
Monthly Report to Certificateholders as to distributions made on
January 26, 1998 filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on
February 25, 1998 filed with the Securities and Exchange
Commission on Form 8-K on March 31, 1998.
(c) The exhibits required to be filed by Registrant pursuant to
Item 601 of Regulation S-K are listed above and in the Exhibit
Index that immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with
respect to subsidiaries or affiliates.
Supplemental information to be furnished with reports filed
pursuant to Section 15(d) by registrants which have not
registered securities pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders, and the
Registrant does not contemplate sending any such materials
subsequent to the filing of this report.
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.
By: Bankers Trust Company of California, N.A.
not in its individual capacity but solely
as a duly authorized agent of the
Registrant pursuant to the Pooling and
Servicing Agreement, dated as of September
1, 1997.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 31, 1998
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Report to Certificateholders as to distributions
made on December 26, 1997 filed with the Securities and
Exchange Commission on Form 8-K on March 31, 1998.
1.2 Monthly Report to Certificateholders as to distributions
made on January 26, 1998 filed with the Securities and
Exchange Commission on Form 8-K on March 31, 1998.
1.3 Monthly Report to Certificateholders as to distributions
made on February 25, 1998 filed with the Securities and
Exchange Commission on Form 8-K on March 31, 1998.
1.4 The Pooling and Servicing Agreement of the Registrant dated
as of September 1, 1997 (hereby incorporated herein by reference
and filed as part of the Registrant's Current Report on Form
8-K filed with Securities and Exchange Commission on
September 25, 1997).
