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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
The original 8-K has been amended by this 8-K/A to provide updated
financial information.
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 1999
IMH ASSETS CORP.
(as depositor under a Series 1999-1 Indenture dated as of February 26, 1999,
providing for, among other things, the issuance of Collateralized Asset-Backed
Bonds Series 1999-1)
IMH ASSETS CORP.
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(Exact name of Issuer as specified in its charter)
CALIFORNIA 333-60707 33-0705301
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
20371 Irvine Avenue
Santa Ana Heights, California 92707
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (714) 556-0122
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<PAGE>
Item 5. OTHER EVENTS.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
25.1. Statement of eligibility of LaSalle National Bank on
Form T-1 under the Trust Indenture Act of 1939 of a Corporation designated to
act as Trustee.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly
authorized.
IMH ASSETS CORP.
By: /s/ RICHARD J. JOHNSON
--------------------------
Name: Richard J. Johnson
Title: Chief Financial Officer
Dated: April 15, 1999
<PAGE>
EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description
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1 25.1 Form T-1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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LASALLE NATIONAL BANK
(Exact name of trustee as specified in its charter)
36-1521370
(I.R.S. Employer Identification No.)
135 South LaSalle Street, Suite 1625 Chicago,
Illinois 60674 (Address, including zip code, of
principal executive offices)
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Mr. Robert K. Quinn
Senior Vice President and General Counsel
Telephone: (312) 443-2010
135 South LaSalle Street
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
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IMH ASSETS CORP.
(Exact name of obligor as specified in its charter)
DELAWARE 33-0705301
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
IMH Assets Corp.
20371 Irvine Ave., Suite 200
Santa Ana Heights, California 92707
(Address, including zip code, of registrant's Principal Executive Offices)
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IMPAC CMB TRUST 1999-1 COLLATERALIZED ASSET-BACKED BONDS
(Title of the indenture securities)
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<PAGE>
ITEM 1. GENERAL INFORMATION
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
1. Comptroller of the Currency, Washington D.C.
2. Federal Deposit Insurance Corporation,
Washington, D.C.
3. The Board of Governors of the Federal
Reserve Systems, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
If the obligor or any underwriter for the obligor is an
affiliate of the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting
securities of the trustee:
Not applicable
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each other
indenture.
Not applicable
(b) A brief statement of the facts relied upon as a basis for
the claim that no
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<PAGE>
conflicting interest within the meaning of Section 310(b)(1)
of the Act arises as a result of the trusteeship under such
other indenture, including a statement as to how the
indenture securities will rank as compared with the
securities issued under such other indenture.
Not applicable
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.
If the trustee or any of the directors or executive officers
of the trustee is a director, officer, partner, employee,
appointee, or representative of the obligor or of any
underwriter for the obligor, identify each such person having
any such connection and state the nature of each such
connection.
Not applicable
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
Furnish the following information as to the voting securities
of the trustee owned beneficially by the obligor and each
director, partner and executive officer of the obligor.
Not applicable
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR
THEIR OFFICIALS.
Furnish the following information as to the voting securities
of the trustee owned beneficially by each underwriter for the
obligor and each director, partner, and executive officer of
each such underwriter.
Not applicable
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to securities of the
obligor owned beneficially or held as collateral security for
obligations in default by the trustee:
Not applicable
ITEM 9. SECURITIES OF THE UNDERWRITER OWNED OR HELD BY THE TRUSTEE.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of an
underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter any of
which are so
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<PAGE>
owned or held by the trustee.
Not applicable
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
If the trustee owns beneficially or holds as collateral
security for obligations in default voting securities of a
person who, to the knowledge of the trustee (1) owns 10
percent or more of the voting securities of the obligor or (2)
is an affiliate, other than a subsidiary, of the obligor,
furnish the following information as to the voting securities
of such person.
Not applicable
ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A
PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF
THE OBLIGOR.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of a person
who, to the knowledge of the trustee, owns 50 percent or more
of the voting securities of the obligor, furnish the following
information as to each class of securities of such person any
of which are so owned or held by the trustee.
Not applicable
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
If the obligor is indebted to the trustee, furnish the
following information.
Not applicable
ITEM 13. DEFAULTS BY THE OBLIGOR.
a) State whether there is or has been a default with respect
to the securities under this indenture. Explain the nature of
any such default.
Not applicable
b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
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<PAGE>
Not applicable
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the trustee, describe
each such affiliation.
Not applicable
ITEM 15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures
qualified or to be qualified.
Not applicable
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of
eligibility and qualification.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle National Bank, a corporation organized and existing under the laws of
the United States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, State of Illinois, on the 15th day of
April 1999.
LaSalle National Bank
By: /s/ Cynthia Reis
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Cynthia Reis
Vice President
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<PAGE>
EXHIBIT 7
Latest Report of Condition of
Trustee published pursuant to
law or the requirement of its
surviving or examining authority.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
LaSalle National Bank Call Date: 12/31/96 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11
</TABLE>
Transit Number: 71000505
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
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ASSETS
<S> <C> <C>
1.Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)
b. Interest-bearing balances (2)
2.Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)
b. Available-for-sale securities (from Schedule RC-B, column D)
3.Federal funds sold and securities purchased under agreements to resell
4.Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
----
(from Schedule RC-C) 2122 14,898,866
b. LESS: Allowance for loan and lease losses 3123 276,455
c. LESS: Allocated transfer risk reserve 3128 0
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c)
5.Trading assets (from Schedule RC-D)
6.Premises and fixed assets (including capitalized leases)
7.Other real estate owned (from Schedule RC-M)
8.Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)
9.Customers' liability to this bank on acceptances outstanding
10.Intangible assets (from Schedule RC-M)
11.Other assets (from Schedule RC-F)
12.Total assets (sum of items 1 through 11)
</TABLE>
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
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ASSETS
<S> <C> <C> <C> <C>
1.Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin (1) 0081 966,803 1.a
b. Interest-bearing balances (2) 0071 3,418 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 678,615 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 5,143,518 2.b
3.Federal funds sold and securities purchased under agreements to resell 1350 167,550 3.
4.Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C) 4.a
b. LESS: Allowance for loan and lease losses 4.b
c. LESS: Allocated transfer risk reserve 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 14,622,411 4.d
5.Trading assets (from Schedule RC-D) 3545 178,130 5.
6.Premises and fixed assets (including capitalized leases) 2145 114,902 6.
7.Other real estate owned (from Schedule RC-M) 2150 1,733 7.
8.Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) 2130 0 8.
9.Customers' liability to this bank on acceptances outstanding 2155 8,932 9.
10.Intangible assets (from Schedule RC-M) 2143 18,383 10.
11.Other assets (from Schedule RC-F) 2160 541,002 11.
12.Total assets (sum of items 1 through 11) 2170 22,445,397 12. 22,445,397
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
LaSalle National Bank Call Date: 12/31/98 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC- 2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12
</TABLE>
Transit Number: 71000505
<TABLE>
<CAPTION>
SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands
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LIABILITIES
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E, part I) ----
2200
RCON
----
(1) Noninterest-bearing (1) 6631 2,713,224
(2) Interest-bearing 6636 7,654,864
b. In foreign offices, Edge and Agreement subsidiaries, and RCFN
IBFs (from Schedule RC-E, part II) 2200
RCFN
----
(1) Noninterest-bearing 6631 0
(2) Interest-bearing 6636 2,416,052
RCFD
----
14.Federal funds purchased and securities sold under agreements to repurchase 2800
RCON
----
15. a. Demand notes issued to the U.S. Treasury 2840
RCFD
----
b. Trading liabilities (from Schedule RC-D) 3548
16.Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less 2332
b. With a remaining maturity of more than one year through three years A547
c. With a remaining maturity of more than three years A548
17. Not applicable.
18.Bank's liability on acceptances executed and outstanding 2920
19.Subordinated notes and debentures (2) 3200
20.Other liabilities (from Schedule RC-G) 2930
21.Total liabilities (sum of items 13 through 20) 2948
22. Not applicable.
EQUITY CAPITAL
RCFD
----
23.Perpetual preferred stock and related surplus 3838
24.Common stock 3230
25.Surplus (exclude all surplus related to preferred stock) 3839
26. a. Undivided profits and capital reserves 3632
b. Net unrealized holding gains (losses) on available-for-sale securities 8434
27.Cumulative foreign currency translation adjustments 3284
28.Total equity capital (sum of items 23 through 27) 3210
29.Total liabilities and equity capital (sum of items 21 and 28) 3300
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1.Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent RCFD
external auditors as of any date during 1997 ----
6724
</TABLE>
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of
columns A and C from Schedule RC-E, part I)
10,368,088 13.a
(1) Noninterest-bearing (1) 13.a.1
(2) Interest-bearing 13.a.2 10,368,088
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) 2,416,052 13.b
(1) Noninterest-bearing 13.b.1
(2) Interest-bearing 13.b.2
14.Federal funds purchased and securities sold under agreements to repurchase 4,004,307 14.
15. a. Demand notes issued to the U.S. Treasury 221,884 15.a
b. Trading liabilities (from Schedule RC-D) 75,907 15.b
16.Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less 2,870,718 16.a
b. With a remaining maturity of more than one year through three years 11,399 16.b
c. With a remaining maturity of more than three years 43,800 16.c
17. Not applicable.
18.Bank's liability on acceptances executed and outstanding 8,932 18.
19.Subordinated notes and debentures (2) 541,000 19.
20.Other liabilities (from Schedule RC-G) 503,865 20.
21.Total liabilities (sum of items 13 through 20) 21,065,952 21. 21,065,952
22. Not applicable.
EQUITY CAPITAL
23.Perpetual preferred stock and related surplus 0 23.
24.Common stock 26,911 24.
25.Surplus (exclude all surplus related to preferred stock) 351,756 25.
26. a. Undivided profits and capital reserves 976,355 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 24,423 26.b
27.Cumulative foreign currency translation adjustments 0 27.
28.Total equity capital (sum of items 23 through 27) 1,379,445 28. 1,379,445
29.Total liabilities and equity capital (sum of items 21 and 28) 22,445,397 29.
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1.Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent Number
external auditors as of any date during 1997 ------
N/A M.1
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company (but external auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state charter-
ing authority)
</TABLE>
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
