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) March 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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 643-2311
- -------------------------------------------------------------------------------
(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 March 1,
1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master Servicer and
The Bank of New York as Trustee, amending the Trust Agreement, dated as of
February 1, 1990 relating to the Registrant's Mortgage Participation Securities
Series 1990-1B. A copy of the Amendment is included as Exhibit 4.1 hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of March 1,
1997, among the Registrant, Norwest Bank Minnesota, N.A., as Master Servicer and
The Bank of New York as Trustee, amending the Trust Agreement, dated as of
December 1, 1990 relating to the Registrant's Mortgage Participation Securities
Series 1990-5B. 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.
-2-
<PAGE>
Exhibits
4.1 Copy of the Amendment to Trust Agreement for RMSC Series
1990-1B, dated as of March 1, 1997, by and among the
Registrant, Norwest Bank Minnesota, N.A., as Master Servicer,
and The Bank of New York, as Trustee.
4.2 Copy of the Amendment to Trust Agreement for RMSC Series
1990-5B, dated as of October 1, 1996, by and among the
Registrant, Norwest Bank Minnesota, N.A., 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.
April 23, 1997 FINANCIAL ASSET SECURITIZATION, INC.
By: /s/ R. Walter Jones, IV
Name: R. Walter Jones, IV
Title: President
-4-
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
----
<S> <C>
4.1 Copy of the Amendment to Trust Agreement for RMSC Series 1990-1B, dated
as of March 1, 1997, by and among the Registrant, Norwest Bank
Minnesota, N.A., as Master Servicer, and The Bank of New York, as
Trustee..................................................................................................6
4.2 Copy of the Amendment to Trust Agreement for RMSC Series 1990-5, dated
as of March 1, 1997, by and among the Registrant, Norwest Bank
Minnesota, N.A., as Master Servicer, and The Bank of New York, as
Trustee.................................................................................................12
</TABLE>
-5-
EXHIBIT 4.1
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1990-1B
AMENDMENT
TO
TRUST AGREEMENT
DATED AS OF
MARCH 1, 1997
AMONG
FINANCIAL ASSET SECURITIZATION, INC.,
Formerly Known As Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
As Assignee Of Ryland Mortgage Company,
Master Servicer,
AND
THE BANK OF NEW YORK,
As Assignee Of Sovran Bank, N.A.,
Trustee
-6-
<PAGE>
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT TO TRUST AGREEMENT, dated as of March 1, 1997, is made
by and among FINANCIAL ASSET SECURITIZATION, INC., a Virginia corporation (the
"Depositor"), formerly known as Ryland Mortgage Securities Corporation, a
Virginia corporation, as depositor, NORWEST BANK MINNESOTA, N.A., 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 Sovran Bank, N.A.,
as trustee under the trust agreement, dated as of February 1, 1990, among Ryland
Mortgage Securities Corporation, Ryland Mortgage Company, and the Trustee (the
"Trust Agreement"), which Trust Agreement incorporates by reference the Ryland
Mortgage Securities Corporation, Mortgage Participation Securities, Standard
Terms to Trust Agreement, dated as of February 1990 (the "Standard Terms" and
together with the Trust Agreement, the "Agreement"). 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 without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the Trust which are not covered by the Trust Agreement and which
shall not be inconsistent with the provisions of the Trust Agreement; 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 9.01 of the Standard Terms, as modified by the Trust
Agreement, is further amended by adding the following new paragraph after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Master Servicer may, in connection with its
election to make a Terminating Purchase, make the following
additional election. If the certificates in physical form
evidencing the Securities are surrendered to the Trustee (duly
endorsed for transfer) no later than the second Business Day
(the "Purchase Election Date") prior to the Distribution Date
on which the Terminating Purchase is to be made (the "Purchase
Date"), the Master Servicer may elect to purchase all of the
outstanding Securities (in lieu of purchasing the Mortgage
Loans) and to treat the
-7-
<PAGE>
Securities so purchased as remaining outstanding and having
been purchased by the Master Servicer or its designee. In
either event, the purchase price to be deposited in the Asset
Proceeds Account by the Master Servicer or its designee shall
be the Termination Price, as specified in this Section 9.01,
and the Holders of the outstanding Securities shall be
entitled to receive the distribution set forth in this Section
9.01. Any such further election to purchase the Securities and
to treat such Securities as outstanding shall be made by the
Master Servicer by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall cooperate with
the Master Servicer to obtain surrender of the certificates in
physical form evidencing the outstanding Securities, together
with such certificates or documents as may be required to be
delivered by the transferor of a Security pursuant to Section
5.03 of the Standard Terms. On the Purchase Date, if the
Master Servicer has elected to purchase the outstanding
Securities and upon receipt by the Trustee of such
certificates, agreements and/or opinions as may be required by
any transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Master Servicer or its designee, one or more new Securities in
an aggregate principal amount equal to the aggregate
outstanding principal amount of the purchased Securities as of
the date of purchase upon surrender of outstanding
certificates evidencing the Securities, except to the extent
that any of such Securities are in book-entry form (in which
case the transfer of such Securities shall be effected as
provided in the Trust Agreement for book-entry securities). In
connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreement, if
the Master Servicer elects to purchase the Securities upon the
surrender of the outstanding certificates in physical form
evidencing the same, then (i) such purchase shall not result
in the payment in full of, or the cessation of interest
payments on, the Securities, (ii) neither the respective
obligations and responsibilities of the parties under the
Trust Agreement nor the Trust shall terminate (notwithstanding
the deposit of funds in respect of such purchase in the
Termination Account), and (iii) neither the Depositor nor the
Trust shall be deemed to have adopted a plan of liquidation
pursuant to Section 9.02 of the Standard Terms.
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.
-8-
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreement to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of March, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities
Corporation, as Depositor
BY: /s/ R. Walter Jones, IV
Name: R. Walter Jones, IV
Title: 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
Sovran Bank, N.A., not in its
individual capacity, but solely in
its capacity as Trustee under the
Trust Agreement
By: /s/ Jonathan S. Chayes
Name: Jonathan S. Chayes
Title: Assistant Treasurer
-9-
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND
)
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 10th day of March, 1997, by R. Walter Jones IV,
President of Financial Asset Securitization, Inc., a Virginia corporation, on
behalf of the corporation.
Carol C. Harding
----------------
Notary Public
My Commission expires: 9-30-98
STATE OF MARYLAND
)
) ss.
CITY OF COLUMBIA
)
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 12th day of March, 1997, by Michael L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G. Vitucci
-----------------
Notary Public
My Commission expires: January 26, 1998
-10-
<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 March, 1997, by Jonathan S. Chayes, as Assistant
Treasurer of The Bank of New York, a New York banking corporation, on behalf of
the association.
O.D. Scott, Jr.
---------------
Notary Public
My Commission expires: April 29, 1998
-11-
EXHIBIT 4.2
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1990-5B
AMENDMENT
TO
TRUST AGREEMENT
DATED AS OF
MARCH 1, 1997
AMONG
FINANCIAL ASSET SECURITIZATION, INC.,
Formerly Known As Ryland Mortgage Securities Corporation,
Depositor,
NORWEST BANK MINNESOTA, N.A.,
As Assignee Of Ryland Mortgage Company,
Master Servicer,
AND
THE BANK OF NEW YORK,
As Assignee Of Sovran Bank, N.A.,
Trustee
-12-
<PAGE>
AMENDMENT TO TRUST AGREEMENT
THIS AMENDMENT TO TRUST AGREEMENT, dated as of March 1, 1997, is made
by and among FINANCIAL ASSET SECURITIZATION, INC., a Virginia corporation (the
"Depositor"), formerly known as Ryland Mortgage Securities Corporation, a
Virginia corporation, as depositor, NORWEST BANK MINNESOTA, N.A., 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 Sovran Bank, N.A.,
as trustee under the trust agreement, dated as of December 1, 1990, among Ryland
Mortgage Securities Corporation, Ryland Mortgage Company, and the Trustee (the
"Trust Agreement"), which Trust Agreement incorporates by reference the Ryland
Mortgage Securities Corporation, Mortgage Participation Securities, Standard
Terms to Trust Agreement, dated as of February 1990 (the "Standard Terms" and
together with the Trust Agreement, the "Agreement"). 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 without the consent of any of
the Securityholders to make any provisions with respect to matters arising with
respect to the Trust which are not covered by the Trust Agreement and which
shall not be inconsistent with the provisions of the Trust Agreement; 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 9.01 of the Standard Terms, as modified by the Trust
Agreement, is further amended by adding the following new paragraph after the
fifth paragraph in Section 9.01:
Notwithstanding any other provision of this Standard Terms to
the contrary, the Master Servicer may, in connection with its
election to make a Terminating Purchase, make the following
additional election. If the certificates in physical form
evidencing the Securities are surrendered to the Trustee (duly
endorsed for transfer) no later than the second Business Day
(the "Purchase Election Date") prior to the Distribution Date
on which the Terminating Purchase is to be made (the "Purchase
Date"), the Master Servicer may elect to purchase all of the
outstanding Securities (in lieu of purchasing the Mortgage
Loans) and to treat the
-13-
<PAGE>
Securities so purchased as remaining outstanding and having
been purchased by the Master Servicer or its designee. In
either event, the purchase price to be deposited in the Asset
Proceeds Account by the Master Servicer or its designee shall
be the Termination Price, as specified in this Section 9.01,
and the Holders of the outstanding Securities shall be
entitled to receive the distribution set forth in this Section
9.01. Any such further election to purchase the Securities and
to treat such Securities as outstanding shall be made by the
Master Servicer by written notice of such further election
delivered to the Trustee no later than the Purchase Election
Date. During the period after which the Trustee has given
notice of the Terminating Purchase to the Securityholders and
the Purchase Election Date, the Trustee shall cooperate with
the Master Servicer to obtain surrender of the certificates in
physical form evidencing the outstanding Securities, together
with such certificates or documents as may be required to be
delivered by the transferor of a Security pursuant to Section
5.03 of the Standard Terms. On the Purchase Date, if the
Master Servicer has elected to purchase the outstanding
Securities and upon receipt by the Trustee of such
certificates, agreements and/or opinions as may be required by
any transferor or transferee pursuant to Section 5.03 of the
Standard Terms, the Trustee shall execute, and the Security
Registrar shall authenticate and deliver, in the name of the
Master Servicer or its designee, one or more new Securities in
an aggregate principal amount equal to the aggregate
outstanding principal amount of the purchased Securities as of
the date of purchase upon surrender of outstanding
certificates evidencing the Securities, except to the extent
that any of such Securities are in book-entry form (in which
case the transfer of such Securities shall be effected as
provided in the Trust Agreement for book-entry securities). In
connection with the foregoing, and notwithstanding anything
else to the contrary contained in this Section 9.01 or
elsewhere in this Standard Terms or in the Trust Agreement, if
the Master Servicer elects to purchase the Securities upon the
surrender of the outstanding certificates in physical form
evidencing the same, then (i) such purchase shall not result
in the payment in full of, or the cessation of interest
payments on, the Securities, (ii) neither the respective
obligations and responsibilities of the parties under the
Trust Agreement nor the Trust shall terminate (notwithstanding
the deposit of funds in respect of such purchase in the
Termination Account), and (iii) neither the Depositor nor the
Trust shall be deemed to have adopted a plan of liquidation
pursuant to Section 9.02 of the Standard Terms.
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.
-14-
<PAGE>
IN WITNESS WHEREOF, the Depositor, the Master Servicer, and the Trustee
have caused this Amendment to Trust Agreement to be duly executed by their
respective officers thereunto duly authorized and their respective signatures
duly attested all as of the 1st day of March, 1997.
FINANCIAL ASSET SECURITIZATION, INC.,
formerly known as Ryland Mortgage Securities
Corporation, as Depositor
By: /s/ R. Walter Jones, IV
Name: R. Walter Jones, IV
Title: 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
Sovran Bank, N.A., not in its
individual capacity, but solely in
its capacity as Trustee under the
Trust Agreement
By: /s/ Jonathan S. Chayes
Name: Jonathan S. Chayes
Title: Assistant Treasurer
-15-
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this 10th day of March, 1997, by R. Walter Jones IV,
President of Financial Asset Securitization, Inc., a Virginia corporation, on
behalf of the corporation.
Carol C. Harding
----------------
Notary Public
My Commission expires: 9-30-98
STATE OF MARYLAND
)
) ss.
CITY OF COLUMBIA
)
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this 12th day of March, 1997, by Michal L. Mayer, Vice
President of Norwest Bank Minnesota, N.A., a national banking association, on
behalf of the association.
Amanda G. Vitucci
-----------------
Notary Public
My Commission expires: January 26, 1998
-16-
<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 March, 1997, by Jonathan S. Chayes, as Assistant
Treasurer of The Bank of New York, a New York banking corporation, on behalf of
the association.
O.D. Scott, Jr.
---------------
Notary Public
My Commission expires: April 29, 1998
-17-
