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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission file number: 333-58995
Mid-State Trust VII
(Issuer in respect of Mid-State Trust VII 6.34% Asset-Backed Bonds)
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(Exact name of registrant as specified in its charter)
Florida 59-0945134
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o First Union National Bank, 230 S. Tryon Street, 9th Floor,
Charlotte, NC 28288-1179
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 383-9568
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 [ ]
Indicate by check mark if disclosure if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
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INTRODUCTORY NOTE
The Registrant, Mid-State Trust VII, was formed pursuant to that
certain Amended and Restated Trust Agreement dated as of December 10, 1998, by
and between Mid-State Homes and Wilmington Trust Company, as Owner Trustee. The
Registrant is the issuer of the Mid-State Trust VII 6.34% Asset-Backed Bonds
(the "Bonds"), issued under an Indenture dated as of December 10, 1998 by and
between the Registrant and First Union National Bank, as Indenture Trustee.
This Form 10-K has been prepared with modified disclosure in accordance
with past exemptions from the reporting requirements granted by the Securities
and Exchange Commission under the Securities Exchange Act of 1934 for issuers
substantially similar to the Registrant. Items designated herein as "Not
Applicable" have been specifically omitted in reliance on such prior exemptions.
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
Not Applicable.
Item 3. Legal Proceedings.
The Indenture Trustee is not aware of any material pending
legal proceedings involving either the Registrant, the
Indenture Trustee, the Owner Trustee or the Servicer with
respect to the Bonds or the Registrant's property.
Item 4. Submission of Matters to a Vote of Security Holders.
No vote or consent of the holders of the Bonds was solicited
for any purpose during the year ended May 31, 1999.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
To the best knowledge of the Indenture Trustee, there is no
established public trading market for the Bonds. As of the
date hereof, Cede & Co., the nominee for the Depository Trust
Company ("DTC"), was the only holder of record of the Bonds.
DTC holds the Bonds for the accounts of others.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation.
Not Applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risks.
Not Applicable.
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Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The Indenture Trustee is not aware of any Schedule 13D or 13G
filings with the Securities and Exchange Commission in respect
of the Bonds.
Item 13. Certain Relationships and Related Transactions.
None or Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The following documents are filed as part of the
report
(1) Financial Statements
Not Applicable.
(2) Financial Statement Schedules
Not Applicable.
(b) The Registrant filed the following current reports on
Form 8-K for the fourth quarter of 1998:
Date of Reports Items Covered
None
(c) Exhibits*.
99.1 Annual statement to Bondholders for the
period ended June 15, 1999
99.2 Annual Accountant's Report
99.3 Annual Servicer's Certificate
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(d) Additional financial statements
(1) Separate Financial Statements of
subsidiaries not consolidated and
fifty-percent-or-less persons.
None.
(2) Affiliates whose securities are pledged as
collateral.
None.
(3) Schedules.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Indenture Trustee has duly caused this report to be
signed on behalf of the Registrant by the undersigned, thereto duly authorized.
FIRST UNION NATIONAL BANK, as Indenture Trustee
and on behalf of Mid-State Trust VII
Dated: August 27, 1999
By: /s/ Robert Ashbaugh
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Name: Robert Ashbaugh
Title: Vice President
INDEX OF EXHIBITS
99.1 Annual Statement to Bondholders for the period ended June 30, 1999
99.2 Annual Accountant's Report
99.3 Annual Servicer's Certificate
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Mid-State Trust VII
6.34% Asset-Backed Bonds
Annual Statement to Bondholders
<TABLE>
<CAPTION>
Distribution Dates: 3/15/99, 6/15/99
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Original Beginning Ending
Certificate Certificate Certificate Total Certificate
Class Cusip Rate Balance Balance Interest Principal Distributions Balance
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
A 595498AA4 6.340% 313,488,000.00 313,488,000.00 12,259,951.80 13,256,512.67 25,516,464.47 300,231,487.33
Factors per 39.10820127 42.28714550 81.39534678 957.71285450
Thousand
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Totals 313,488,000.00 313,488,000.00 12,259,951.80 13,256,512.67 25,516,464.47 300,231,487.33
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==================================================================================================================================
</TABLE>
First Union National Bank Robert Ashbaugh
Structured Finance Trust Services Vice President
230 South Tryon Street, 9th Floor Phone: 704-383-9568
Charlotte, North Carolina 28288-1179 Fax: 704-383-6039
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Mid-State Trust VII
6.34% Asset-Backed Bonds
Annual Statement to Bondholders
<TABLE>
<CAPTION>
Distribution Dates: 3/15/99, 6/15/99
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Schedule of Remittance Collateral Information
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<S> <C> <C> <C>
Collections 25,608,006.36 Aggregate Beginning Economic Balance of Loans 335,281,286.47
Investment Earnings 195,669.19 Aggregate Ending Economic Balance of Loans 323,210,216.78
Overcollateralization 22,978,729.45
Available Funds 25,803,675.55 Cumulative Actual Net Economic Losses 417,830.41
Minimum Target Overcollateralization 62,217,966.73
Fees
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Servicer Fees 989,027.00
Trustee Fees 11,885.46
Standby Servicer Fees 6,224.58
AMBAC Fees 263,601.04
Owner Trustee Fees 5,500.00
CT Corporation 0.00 Economic balance as of the end of the related Due Period
Carlton Fields 0.00 of Accounts as to which there is a material breach of any
Total: 287,211.08 representation or warranty or as to which there is a material
defect in the related Account Documents: N/A
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</TABLE>
Robert Ashbaugh
Vice President
Phone: 704-383-9568
Fax: 704-383-6039
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Mid-State Trust VII
6.34% Asset-Backed Bonds
Annual Statement to Bondholders
<TABLE>
<CAPTION>
Distribution Dates: 3/15/99, 6/15/99
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Delinquent Infor. # Loans Amount
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<S> <C> <C> <C> <C>
----------------------------------------- Delinquent 0-30 Days 5177 782,570,979.68
Outstanding Balance $ 323,210,216.78 Delinquent 31-60 Days 72 10,460,269.31
----------------------------------------- Delinquent 61-90 Days 28 4,709,190.47
# Accounts 5,405 Delinquent 91+ Days 128 19,598,879.81
----------------------------------------- Loans in Foreclosure 0 0.00
REO Property 6 216,649.75
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==================================================================================================================================
</TABLE>
First Union National Bank Robert Ashbaugh
Structured Finance Trust Services Vice President
230 South Tryon Street, 9th Floor Phone: 704-383-9568
Charlotte, North Carolina 28288-1179 Fax: 704-383-6039
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REPORT OF REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Mid-State Trust VII
And
First Union National Bank of Florida
MID-STATE HOMES, INC. SERVICING REPORT
We have examined management's assertion about Mid-State Trust VII's compliance
with the applicable 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 May 31, 1999, included in the
accompanying management assertion. Management is responsible for Mid-State Trust
VII's compliance with those applicable 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 Mid-state Trust VII's compliance with
the applicable 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 Mid-State Trust VII's compliance with the minimum
servicing standards.
In our opinion, management's assertion that Mid-State Trust VII complied with
the aforementioned applicable minimum servicing standards as of and for the year
ended May 31, 1999, is fairly stated, in all material respects.
PricewaterhouseCoopers LLP
Tampa, Florida
July 14, 1999
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ANNUAL CERTIFICATE
Pursuant to Section 3.02 of the Servicing Agreement dated as of December 10,
1998, among Mid-State Trust VII, as Issuer, Mid-State Homes, Inc., as Master
Servicer and First Union National Bank, as Custodian/Collateral Agent, the
undersigned hereby certify that:
(1) each of us has read and is familiar with the conditions and
covenants contained in the Servicing Agreement;
(2) the statement or opinions herein contained are based upon
examinations or investigations of the affairs and operations of
the Servicer during the period beginning December 10, 1998 and
ending May 31, 1999, made under the supervision of the
undersigned in the discharge of their duties as officers of the
Servicer;
(3) in our opinion, such examinations and investigations are
sufficient to express an informed opinion as set forth in (4)
below;
(4) to the best of our knowledge the Servicer has kept, observed,
performed and fulfilled each and every obligation contained in
said Servicing Agreement and no Default by the Servicer has
occurred and is continuing.
MID-STATE HOMES, INC.
By: /s/ J.H. Kelly
J.H. Kelly, Vice President
By: /s/ Ann Cuervo
Ann Cuervo, Controller
Dated: July 14, 1999
