SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 1, 1997
Financial Asset Securitization, Inc.
(Exact name of registrant as specified in charter)
Virginia 0-15483 52-1526174
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
901 East Byrd Street, Richmond, Virginia 23219
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 643-2311
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(Former name or former address, if changed since last report.)
<PAGE>
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
The Registrant has entered into the following Amendments to Trust
Agreements:
An Amendment to Trust Agreement (the "Amendment") dated as of
September 1, 1997, among the Registrant, Norwest Bank Minnesota, National
Association, as Master Servicer and The Bank of New York, as Trustee, amending
the Trust Agreement, dated as of January 1, 1992, relating to the Registrant's
Mortgage Participation Securities Series 1992-1. A copy of the Amendment is
included as Exhibit 4.1 hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
October 1, 1997, among the Registrant, Norwest Bank Minnesota, National
Association, as Master Servicer and The Bank of New York, as Trustee, amending
the Trust Agreement, dated as of May 1, 1992 relating to the Registrant's
Mortgage Participation Securities Series 1992-8. A copy of the Amendment is
included as Exhibit 4.2 hereto.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Not Applicable.
Item 8. Change in Fiscal Year.
Not Applicable.
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<PAGE>
Exhibits
4.1 Copy of the Amendment to Trust Agreement for RMSC Series
1992-1, dated as of September 1, 1997, by and among the
Registrant, Norwest Bank Minnesota, National Association, as
Master Servicer, and The Bank of New York, as Trustee.
4.2 Copy of the Amendment to Trust Agreement for RMSC Series
1992-8, dated as of October 1, 1997, by and among the
Registrant, Norwest Bank Minnesota, National Association, as
Master Servicer, and The Bank of New York, as Trustee.
-3-
<PAGE>
Signatures
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.
November 21, 1997 FINANCIAL ASSET SECURITIZATION,
INC.
By: /s/ William E. Hardy
Name: William E. Hardy
Title: Executive Vice President
-4-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
<S> <C>
4.1 Copy of the Amendment to Trust Agreement for RMSC Series
1992-1, dated as of September 1, 1997, by and among the
Registrant, Norwest Bank Minnesota, National Association, as
Master Servicer, and The Bank of New York, as Trustee.........
4.2 Copy of the Amendment to Trust Agreement for RMSC Series
1992-8, dated as of October 1, 1997, by and among the
Registrant, Norwest Bank Minnesota, National Association, as
Master Servicer, and The Bank of New York, as Trustee.........
</TABLE>
-5-
Exhibit 4.1
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-1
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
September 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., formerly known as
NationsBank of Virginia., N.A.,
Trustee
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of September 1, 1997, is
made by and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation (the "Depositor"), as
depositor, NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking
association (the "Master Servicer"), as assignee of Ryland Mortgage Company, an
Ohio corporation, as master servicer, and THE BANK OF NEW YORK, a New York
banking corporation (the "Trustee"), as assignee of NationsBank, N.A., formerly
known as NationsBank of Virginia, N.A., as trustee, under the Pooling Trust
Agreement and the Issuing Trust Agreement, each dated as of January 1, 1992,
among Ryland Mortgage Securities Corporation, Ryland Mortgage Company, and the
Trustee relating to the Ryland Mortgage Securities Corporation Mortgage
Participation Securities, Series 1992-1 (the "Trust Agreements"), which Trust
Agreements incorporate by reference the Ryland Mortgage Securities Corporation,
Mortgage Participation Securities, Standard Terms to Trust Agreement, March 1991
Edition (the "Standard Terms"). Capitalized terms used herein shall have the
meanings assigned in the Trust Agreements unless otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreements may be amended by the
Depositor, the Master Servicer, and the Trustee without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the respective Trusts which are not covered by the Trust Agreements
and which shall not be inconsistent with the provisions of the Trust Agreements;
and
WHEREAS, Section 11.01 of the Standard Terms also provides that,
subject to the conditions specified therein, the Trust Agreements may be amended
by the Depositor, the Master Servicer, and the Trustee with the consent of any
of the Holders of Securities entitled to at least 66% of the Voting Rights for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Trust Agreement or of modifying in any manner the
rights of the Holders of Securities; provided, however, that no such amendment
shall (A) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any Security
without the consent of the Holder of such Security, (B) adversely affect in any
material respect the interests of the Holders of any Class of Securities in a
manner other than as described in (A), without the consent of the Holders of
Securities of such Class evidencing at least 66% of the Voting Rights of such
Class, or (C) reduce the aforesaid percentage of Securities the Holders of which
are required to consent to any such amendment, without the consent of such
Holders of all Securities then outstanding; and
WHEREAS, the consent of the Holders of Securities entitled to at least
66% of the Voting Rights has been obtained with respect to the amendment
effected hereby; and
<PAGE>
WHEREAS, the parties desire to amend the terms of the Trust Agreements
as provided in this Amendment to Trust Agreements;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreements as follows:
AGREEMENT
As it applies to the Securities issued pursuant to the Trust
Agreements, Section 2.03 of the Standard Terms, as modified by the Trust
Agreements, is further amended by adding the following new subsection (l):
(l) Purchase of Delinquent Mortgage Loans.
The Holder of the entire Security Principal Balance of the
Class B Securities (the "Class B Holder"), at its option, may
purchase, on any date during a Prepayment Period, (i) any
Mortgage Loan that is delinquent in payment by 90 days or more
and that is in default or with respect to which default is
reasonably foreseeable, or (ii) any Mortgage Loan with respect
to which there has been initiated legal action or other
proceedings for the foreclosure of the Mortgaged Premises
either judicially or non-judicially. The Class B Holder shall
purchase any such Mortgage Loan with its own funds at a price
equal to its outstanding principal balance plus any accrued
but unpaid interest thereon at its Note Rate through the
Accounting Date preceding the Distribution Date. Promptly
following any such purchase, the Class B Holder shall furnish
a written report to the Rating Agencies indicating the number
and aggregate unpaid principal balance of all Mortgage Loans
repurchased pursuant to this Section 2.03(l)(collectively, the
"Purchased Loans"). In addition, the Class B Holder shall
furnish, or cause to be furnished, to the Rating Agencies
rating the Securities on a monthly basis a written report
indicating (i) the aggregate principal balances of the
Purchased Loans, (ii) as to each Purchased Loan, whether it is
30 days, 60 days, 90 days or more delinquent, in foreclosure
or converted to REO property, (iii) all losses on account of
the Purchased Loans, as of the current reporting period and on
a cumulative basis since the date of purchase of the Purchased
Loans.
I. This Amendment to Trust Agreements may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
II. This Amendment to Trust Agreements shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
-2-
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the date first written above.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities
Corporation, as Depositor
By: /s/ William E. Hardy
--------------------------------
Name: William E. Hardy
Title: Executive Vice President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Michael L. Mayer
-------------------------------
Name: Michael L. Mayer
Title: Vice President
THE BANK OF NEW YORK, assignee of
NationsBank, N.A., formerly known
as NationsBank of Virginia, N.A.,
not in its individual capacity, but
solely in its capacity as Trustee
under the Trust Agreements
By: /s/ Mauro Palladino
--------------------------------
Name: Mauro Palladino
Title: Assistant Vice President
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<PAGE>
By its execution hereof, the undersigned, being the Holder of
Securities entitled to at least 66% of the Voting Rights, hereby consents to the
terms hereof as of the date first written above.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
- --------------------------
Name: Lisa R. Cooke
Title: Vice President
-4-
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 24th day of September, 1997, by William E. Hardy,
Executive Vice President of Financial Asset Securitization, Inc., a Virginia
corporation, on behalf of the corporation.
/s/ Chanda D. Walker
Notary Public
My Commission expires: 9/30/97
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 24 day of September, 1997, by Michael Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
/s/ Angela R. Marsh
Notary Public
My Commission expires: February 1, 2001
[SEAL]
-5-
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 23rd day of September, 1997, by Mauro Palladino, as
Assistant Vice President of The Bank of New York, a New York banking
corporation, on behalf of the association.
/s/ Marilyn O. Austin
Notary Public
MARILYN O. AUSTIN
Notary Public, State of New York
No. 01AU5022741
Qualified in Queens County
Commission Expires Jan 18, 1998
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 24th day of September, 1997, by Lisa R. Cooke, VP of
Dynex Capital, Inc., a Virginia corporation, on behalf of the corporation.
/s/ Constance Jones
Notary Public
My Commission expires: June 30, 2000
[SEAL]
-6-
Exhibit 4.2
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1992-8
AMENDMENT
TO
TRUST AGREEMENT
Dated as of
October 1, 1997
among
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, National Association,
as assignee of Ryland Mortgage Company,
Master Servicer,
and
THE BANK OF NEW YORK,
as assignee of NationsBank, N.A., formerly known as
NationsBank of Virginia, N.A.,
Trustee
<PAGE>
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT TO TRUST AGREEMENT, dated as of May 1, 1997, is made by
and among FINANCIAL ASSET SECURITIZATION, INC. (formerly known as Ryland
Mortgage Securities Corporation), a Virginia corporation, as depositor (the
"Depositor"), NORWEST BANK MINNESOTA, National Association, a national banking
association (the "Master Servicer"), as assignee of Ryland Mortgage Company, an
Ohio corporation, as master servicer, and THE BANK OF NEW YORK (the "Trustee"),
a New York banking corporation, as assignee of NationsBank, N.A., formerly known
as NationsBank of Virginia, N.A., as trustee, under the Trust Agreement, dated
as of May 1, 1992, among Ryland Mortgage Securities Corporation, Ryland Mortgage
Company, and the Trustee relating to the Ryland Mortgage Securities Corporation
Mortgage Participation Securities, Series 1992-8 (the "Trust Agreement"), which
Trust Agreement incorporates by reference the Ryland Mortgage Securities
Corporation, Mortgage Participation Securities, Standard Terms to Trust
Agreement (Pool Insurance), May 1992 Edition (the "Standard Terms"). Capitalized
terms used herein shall have the meanings assigned in the Trust Agreement unless
otherwise defined herein.
RECITALS
WHEREAS, Section 11.01 of the Standard Terms provides that, subject to
the conditions specified therein, the Trust Agreement may be amended by the
Depositor, the Master Servicer, and the Trustee with the consent of any of the
Holders of Securities entitled to at least 66% of the Voting Rights for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Trust Agreement or of modifying in any manner the
rights of the Holders of Securities; provided, however, that no such amendment
shall (A) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any Security
without the consent of the Holder of such Security, (B) adversely affect in any
material respect the interests of the Holders of any Class of Securities in a
manner other than as described in (A), without the consent of the Holders of
Securities of such Class evidencing at least 66% of the Voting Rights of such
Class, or (C) reduce the aforesaid percentage of Securities the Holders of which
are required to consent to any such amendment, without the consent of such
Holders of all Securities then outstanding; and
WHEREAS, the consent of the Holders of Securities entitled to at least
66% of the Voting Rights has been obtained with respect to the amendment
effected hereby; and
WHEREAS, the parties desire to amend the terms of the Trust Agreement
as provided in this Amendment to Trust Agreement;
NOW, THEREFORE, the Depositor, the Master Servicer, and the Trustee
hereby agree to amend the terms of the Trust Agreement as follows:
AGREEMENT
1. As it applies to the Securities issued pursuant to the Trust
Agreement, Section 2.03 of the Standard Terms is amended by adding the following
new subsection (l):
<PAGE>
(l) Purchase of Delinquent Mortgage Loans. The Holder
of the entire Security Principal Balance of the Class B
Securities (the "Class B Holder"), at its option, may
purchase, on any date during a Prepayment Period, (i) any
Mortgage Loan that is delinquent in payment by 90 days or more
and that is in default or with respect to which default is
reasonably foreseeable, or (ii) any Mortgage Loan with respect
to which there has been initiated legal action or other
proceedings for the foreclosure of the Mortgaged Premises
either judicially or non-judicially. The Class B Holder shall
purchase any such Mortgage Loan with its own funds at a price
equal to its outstanding principal balance plus any accrued
but unpaid interest thereon at its Note Rate through the
Accounting Date preceding the Distribution Date. Promptly
following any such purchase, the Class B Holder shall furnish
a written report to the Rating Agencies indicating the number
and aggregate unpaid principal balance of all Mortgage Loans
repurchased pursuant to this Section 2.03(l)(collectively, the
"Purchased Loans"). In addition, the Class B Holder shall
furnish, or cause to be furnished, to the Rating Agencies on a
monthly basis a written report indicating (i) the aggregate
principal balances of the Purchased Loans, (ii) as to each
Purchased Loan, whether it is 30 days, 60 days, 90 days or
more delinquent, in foreclosure or converted to REO property,
(iii) all losses on account of the Purchased Loans, as of the
current reporting period and on a cumulative basis since the
date of purchase of the Purchased Loans.
2. This Amendment to Trust Agreement may be executed in two or more
counterparts, each such counterpart when executed and delivered shall be an
original and all such counterparts together shall be one and the same document.
3. This Amendment to Trust Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of Virginia applicable to
agreements made and to be performed therein.
-2-
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreements to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the date first written above.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities
Corporation, as Depositor
By: /s/ William E. Hardy
--------------------------------
Name: William E. Hardy
Title: Executive Vice President
NORWEST BANK MINNESOTA, N.A.,
assignee of Ryland Mortgage Company, as
Master Servicer
By: /s/ Peter J. Masterman
---------------------------------
Name: Peter J. Masterman
Title: Vice President
THE BANK OF NEW YORK, assignee of
NationsBank, N.A., not in its
individual capacity, but solely in
its capacity as Trustee under the
Trust Agreements
By: /s/ Mauro Palladino
------------------------------------
Name: Mauro Palladino
Title: Assistant Vice President
-3-
<PAGE>
By its execution hereof, the undersigned, being the holder of
Securities having at least 66% of the Voting Rights, hereby consents to the
terms hereof as of the date first written above.
DYNEX CAPITAL, INC.
By: /s/ Lisa R. Cooke
- --------------------------
Name: Lisa R. Cooke
Title: Vice President
-4-
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 20th day of October, 1997, by William E. Hardy,
Executive Vice President of Financial Asset Securitization, Inc., a Virginia
corporation, on behalf of the corporation.
/s/ Chanda D. Walker
Notary Public
My Commission Expires September 30, 2001
[SEAL]
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 4th day of November, 1997, by Peter J. Masterman, Vice
President of Norwest Bank Minnesota, National Association, a national banking
association, on behalf of the association.
/s/ Amanda G. Vitucci
Notary Public
My Commission expires:
[SEAL]
AMANDA G. VITUCCI
NOTARY PUBLIC STATE OF MARYLAND
My Commission Expires January 26, 1998
-5-
<PAGE>
STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )
The foregoing instrument was acknowledged before me in the City of New
York, New York this 12th day of November, 1997, by Mauro Palladino, as Assistant
Vice President of The Bank of New York, a New York banking corporation, on
behalf of the association.
/s/ O.D. Scott, Jr.
Notary Public
O.D. SCOTT, JR.
Notary Public, State of New York
No. 01SC5059513
Qualified in New York County
Commission Expires April 29, 1998
[SEAL]
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 23rd day of October, 1997, by Lisa R. Cooke, VP of Dynex
Capital, Inc., a Virginia corporation, on behalf of the corporation.
/s/ P. Evans
Notary Public
My Commission expires: 1/31/99
[SEAL]
-6-
