SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 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 333-04127-08
Saxon Asset Securities Trust 1999-5
Mortgage Loan Asset Backed Certificates, Series 1999-5
(Exact name of registrant as specified in its charter)
Virginia 52-1785164
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
4880 Cox Road, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (804) 967-7400
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 of delinquent filers pursuant to Item
405 of Regulation S-K 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]
Documents incorporated by reference: None
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SAXON ASSET SECURITIES TRUST 1999-5
TABLE OF CONTENTS
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURE
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant
of Section 12 of the Act
INDEX TO EXHIBITS
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<PAGE>
This Annual Report on Form 10-K is filed in accordance with a letter dated March
13, 1997 sent to the Office of Chief Counsel, Division of Corporate Finance of
the Securities and Exchange Commission (the "Commission") requesting that the
Commission enter an order pursuant to Section 12(h) of the Securities Exchange
Act of 1934 (the "Exchange Act"), granting exemption for the Trust from the
reporting requirements of Section 13 and 15(d), or issue a no action letter to
like effect. Accordingly, responses to certain Items have been omitted from or
modified in this Annual Report on Form 10-K.
PART I
Item 1. Business
Omitted.
Item 2. Properties
Omitted.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect
to, the Company, the Master Servicer or the Trustee, as related to the Trust.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered
Certificates during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust does not issue stock.
As of December 31, 1999, the number of holders of each Class of Offered
Certificates was as follows:
Class AF-1 1
Class MF-1 2
Class MF-2 2
Class BF-1 1
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial condition and
Results of Operations
Omitted.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There was no change of accountants or disagreement with accountants on any
matter of accounting principles or practices or financial disclosure.
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<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following entities own more than 5% of the specified Class of
Certificates. These positions are held through the Depository Trust Company.The
Master Servicer has not been advised that any such DTC participants are
beneficial owners.
Class AF-1 Fannie Mae/Investment
Class MF-1 Bank of New York/First Union Safekeeping
Chase Manhattan Bank
Class MF-2 Bank of New York/First Union Safekeeping
Chase Manhattan Bank
Class BF-1 Bank of New York/First Union Safekeeping
Item 13. Certain Relationships and Related Transactions
No reportable transactions have occurred.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Listed below are the documents filed as a part of this report:
Exhibit Number
--------------
99.1 Annual Statement of Compliance by Master Servicer
99.2 Annual Certificate of Compliance
99.3 Annual Statement of Independent Accountants
99.4 Annual Compilation of Selected Financial Information
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were
filed by the Registrant during the last quarter of 1998.
Current Reports on Form 8-K, dated December 27, 1999 was filed for the
purpose of filing the Monthly Statement sent to the Holders of the Offered
Certificates for payments made on the same dates. The items reported in such
Current Report were Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
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<PAGE>
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.
Saxon Asset Securities Trust 1999-5
Mortgage Loan Asset Backed Certificates
1999-5
Date: March 31, 2000 By: /s/ Bradley D. Adams
---------------
Bradley D. Adams
Vice President
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<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security
holders. The registrant will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.
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<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits Page
- - -------------------------------------------------------------------
99.1 Annual Statement of Compliance by Master Servicer
99.2 Annual Certificate of Compliance
99.3 Annual Statement of Independent Accountants
99.4 Annual Compilation of Selected Financial Information
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<PAGE>
EXHIBIT 99.1
Annual Statement of Compliance by Master Servicer
Annual Statement of Compliance
For
Trust Agreement, dated as of November 1, 1999
Mortgage Loan Asset Backed Certificates, Series 1999-5
I, Joan M. Dolce, Hereby certify that I am duly elected as
Vice President of Saxon Mortgage, Inc., a Virginia corporation
(Saxon) and further certify that:
(1) I have reviewed the activities of the Master Servicer during the
preceding calendar year or portion thereof and its performance under
the Trust Agreement, and
(2) To the best of my knowledge, based on such review, the Master
Servicer has performed and fulfilled its duties, responsibilities
under the Trust Agreement in all material respects throughout
such year, or, if there has been a default in the fulfillment
of any such duties, responsibilities or obligations, specifying
each such default known to me and the nature and status thereof, and
(3)(A) I have conducted an examination (based solely on information and
written reports furnished by each Servicer to me) of the activities
of each Servicer during the preceding calendar year and the performance
of such Servicer under the related Servicing Agreement, and
(3)(B) I have examined each Servicers Fidelity Bond and Errors and
Omissions Policy and each such bond or policy is in effect and
conforms to the requirements of the related Servicing
Agreement, and
(3)(C) I have received from each Servicer such Servicers annual audited
financial statements and such other information as is required by
the Guide, and
(3)(D) To the best of my knowledge, based on such examination, each
Servicer has performed and fulfilled its duties, responsibilities
and obligations under its Servicing Agreement in all material
respects throughout such year, or, if there has been a default
in the performance or fulfillment of any such duties,
responsibilities or obligations, specifying each such default known
to me and the nature and status thereof.
Sincerely,
/s/ Joan M. Dolce
Joan M. Dolce
Vice President
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<PAGE>
EXHIBIT 99.2
Annual Certificate of Compliance
Dear Master Servicer:
The undersigned officer certifies the following for the 1999 fiscal year:
(a) I have reviewed the activities and performance of the Servicer during
the preceding fiscal year under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer
Guide. To the best of this Officers knowledge, the Servicer has fulfilled
all of its duties, responsibilities or obligations under these Agreements
throughout such year. If there has been a default or failure of the
Servicer to perform any of such duties, responsibilities or obligations
a description of each default or failure and the nature and status.
(b) I have confirmed that the Servicer is currently an approved FNMA or
FHLMC Servicer in good standing:
(c) I have confirmed that the Fidelity Bond, the Errors and Omissions
Insurance Policy and any other bonds required under the terms of the
Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement
and/or Seller/Servicer Guide are in full force and effect;
(d) All premiums for each Hazard Insurance Policy, Flood Insurance
Policy (if applicable) and Primary Mortgage Insurance Policy
(if applicable), with respect to each Mortgaged Property, have been
paid and that all such insurance policies are in full force
and effect;
(e) All real estate taxes, governmental assessments and any other
expenses accrued and due, that if not paid could result in a lien
or encumbrance on any Mortgaged Property, have been paid, or if any
such costs or expenses have not been paid with respect to any Mortgaged
Property, the reason for the non-payment has been reported.
(f) All Custodial Accounts have been reconciled and are properly funded.
(g) All annual reports of Foreclosure and Abandonment of Mortgage
Property required per section 6050j/6050p of the Internal Revenue
Code, respectively, have been prepared and filed.
Certified By:
/s/ Susan Figiel
___________________
Susan Figiel
Senior Vice President
Investor Reporting and Compliance
March 20, 2000
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<PAGE>
EXHIBIT 99.3
Annual Statement of Independent Accountants
DELOITTE & TOUCHE LLP
Suite 500
Eighth & Main Building
707 East Main Street
Richmond, Virginia 23219
Telephone: 804-697-1500
Facsimile: 804-697-1825
INDEPENDENT ACCOUNTANTS REPORT
To the Board of Directors
Meritech Mortgage Services, Inc.
Fort Worth, Texas
We have examined managements assertion about Meritech Mortgage
Services, Inc.s (Meritech) compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of Americas
Uniform Single Attestation Program for Mortgage Bankers (USAP) as of
and for the year ended December 31, 1999 included in the accompanying
management assertion. Management is responsible for Meritechs compliance
with those minimum servicing standards. Our responsibility is to
express an opinion on managements assertion about Meritechs 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
Meritechs 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 Meritechs
compliance with the minimum standards or its servicing requirements.
In our opinion, managements assertion that Meritech complied with the
aforementioned minimum servicing standards except as noted in managements
assertion as of and for the year ended December 31,1999 is fairly stated in
all material respects.
/s/ Deloitte & Touche LLP
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Deloitte & Touche LLP
March 1, 2000
MANAGEMENT ASSERTION
As of and for the year ended December 31, 1999. Meritech Mortgage
Services, Inc. has complied in all material respects with their established
minimum servicing standards which were derived from the Mortgage Bankers
Association of Americas Uniform Single Attestation Program for Mortgage
Bankers except for the following:
(i) Periodically, through June 1999 various accounts were not reconciled
in a timely manner. However, all accounts have been and were reconciled
within the required 45 days subsequent to June 1999 and for the month ended
December 31, 1999 and
(ii) periodically, through 1999, escrow funds on paid in full accounts were
not returned to the mortgagee in compliance with state guidelines.
Management has seen that system controls were enhanced to insure proper
refund of custodial funds occurs within state guidelines. As of and for
this same period, Meritech Mortgage Services, Inc. had in effect a fidelity
bond and errors and omissions policy in the amount of $25 million and
$6 million, respectively.
/s/ Dennis Stowe
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Dennis Stowe
President
March 24, 2000
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EXHIBIT 99.4
Annual Compilation of Selected Financial Information
===================================
Saxon Asset Securities Trust 1999-5
===================================
(1) 1998 annual distribution with respect to the holder's Certificates
based on original principal amount of $1,000
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Principal Interest Total Original
Total Class AF 1,071,897.69 1,641,420.00 2,713,317.69 264,000,000.00
Class MF-1 0.00 105,367.50 105,367.50 15,750,000.00
Class MF-2 0.00 80,475.00 80,475.00 11,250,000.00
Class BF 0.00 69,750.00 69,750.00 9,000,000.00
Per $1,000 Class AF 4.0602 6.2175 10.2777
Class MF-1 0.0000 6.6900 6.6900
Class MF-2 0.0000 7.1533 7.1533
Class BF 0.0000 7.7500 7.7500
---------------
Group I
---------------
(2) Prepayments 917,275.99
Extra Principal Distribution Amount -
(3) Distributions less than the Required Distribution -
(4) Insured Payment -
(5) Certificate principal Balance @ 12/31/99
Class AF 262,928,102.31
Class MF-1 15,750,000.00
Class MF-2 11,250,000.00
Class BF 9,000,000.00
Scheduled Principal Balance of Each Group at 12/31/99 298,944,247.76
(6) Substitution Shortfalls -
(7) Weighted Average Net Rate of Mortgage Loans 9.766%
(8) Largest mortgage loan balance outstanding 278,752.96
(9) Servicing Fees 93,091.36
Master Servicing Fees 9,464.41
(10) Index value for Variable Rate Certificates @ 12/31/99 N/A
(11) Pass-through rates for Variable Rate Certificates N/A
</TABLE>
