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) February 1, 1998
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
February 1, 1998, among the Registrant, Norwest Bank Minnesota, National
Association, as Master Servicer and The Bank of New York, as Trustee, amending
the Pooling Trust Agreement and the Issuing Trust Agreement, each dated as of
August 1, 1991, relating to the Registrant's Mortgage Participation Securities,
Series 1991-15. A copy of the Amendment is included as Exhibit 4.1 hereto.
An Amendment to Trust Agreement (the "Amendment") dated as of
February 1, 1998, among the Registrant, Norwest Bank Minnesota, National
Association, as Master Servicer and The Bank of New York, as Trustee, amending
the Pooling Trust Agreement and the Issuing Trust Agreement, each dated as of
September 1, 1991, relating to the Registrant's Mortgage Participation
Securities, Series 1991-16. 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
1991-15, dated as of February 1, 1998, 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
1991-16, dated as of February 1, 1998, 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.
February 13, 1998 FINANCIAL ASSET SECURITIZATION,
INC.
By: /s/ R. Walter Jones, IV
----------------------------
Name: R. Walter Jones, IV
Title: President
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
<S> <C>
4.1 Copy of the Amendment to Trust Agreement for RMSC Series
1991-15, dated as of February 1, 1998, 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
1991-16, dated as of February 1, 1998, 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 1991-15
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
February 1, 1998
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., successor to Sovran Bank, N.A.
Trustee
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of February 1, 1998, 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., successor
to Sovran Bank, N.A., as trustee, under the Pooling Trust Agreement and the
Issuing Trust Agreement, each dated as of August 1, 1991, among Ryland Mortgage
Securities Corporation, Ryland Mortgage Company, and Sovran Bank, N.A., relating
to the Ryland Mortgage Securities Corporation Mortgage Participation Securities,
Series 1991-15 (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
-1-
<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
1. 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 (k):
(k) 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(k) (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.
2. 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.
3. 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:
Name:
Title:
NORWEST BANK
MINNESOTA, NATIONAL
ASSOCIATION,
assignee of Ryland Mortgage
Company, as Master Servicer
By:
Name:
Title:
THE BANK OF NEW YORK,
assignee of NationsBank,
N.A., successor to Sovran
Bank, N.A., not in its
individual capacity, but
solely in its capacity
as Trustee under the Trust
Agreements
By:
Name:
Title:
-3-
<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:
Name:
Title:
-4-
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this ____ day of ___________, 1998, by ______________,
__________________of Financial Asset Securitization, Inc., a Virginia
corporation, on behalf of the corporation.
- ------------------------------------------
Notary Public
My Commission expires:
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this __ ____ day of _________, 1998,
by __________________________, __________________ of Norwest Bank
Minnesota, National Association, a national banking association, on
behalf of the association.
- ------------------------------------------
Notary Public
My Commission expires:
-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 ___ day of _________, 1998, by
_____________________________, as _______________________ of The Bank of New
York, a New York banking corporation, on behalf of the association.
- ------------------------------------------
Notary Public
My Commission expires:
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this ____ day of __________, 1998, by ________________,
______________ of Dynex Capital, Inc., a Virginia corporation, on behalf of the
corporation.
- ------------------------------------------
Notary Public
My Commission expires:
-6-
Exhibit 4.2
RYLAND MORTGAGE SECURITIES CORPORATION
MORTGAGE PARTICIPATION SECURITIES
SERIES 1991-16
AMENDMENT
TO
TRUST AGREEMENTS
Dated as of
February 1, 1998
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., successor to Sovran Bank, N.A.
Trustee
<PAGE>
AMENDMENT TO TRUST AGREEMENTS
THIS AMENDMENT TO TRUST AGREEMENTS, dated as of February 1, 1998, 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., successor
to Sovran Bank, N.A., as trustee, under the Pooling Trust Agreement and the
Issuing Trust Agreement, each dated as of September 1, 1991, among Ryland
Mortgage Securities Corporation, Ryland Mortgage Company, and Sovran Bank, N.A.,
relating to the Ryland Mortgage Securities Corporation Mortgage Participation
Securities, Series 1991-16 (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
1. 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 (k):
(k) 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(k) (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.
2. 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.
3. 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:
Name:
Title:
NORWEST BANK
MINNESOTA, NATIONAL
ASSOCIATION,
assignee of Ryland Mortgage
Company, as Master Servicer
By:
Name:
Title:
THE BANK OF NEW YORK,
assignee of NationsBank,
N.A., successor to
Sovran Bank, N.A., not
in its individual
capacity, but solely in
its capacity as Trustee
under the Trust
Agreements
By:
Name:
Title:
-3-
<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:
Name:
Title:
-4-
<PAGE>
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this ____ day of ___________, 1998, by _____________,
_______________ of Financial Asset Securitization, Inc., a Virginia corporation,
on behalf of the corporation.
- ------------------------------------------
Notary Public
My Commission expires:
STATE OF MARYLAND )
) ss.
CITY OF COLUMBIA )
The foregoing instrument was acknowledged before me in the City of
Columbia, Maryland this ____ day of _________, 1998, by
__________________________, __________________ of Norwest Bank Minnesota,
National Association, a national banking association, on behalf of the
association.
- ------------------------------------------
Notary Public
My Commission expires:
-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 ___ day of _________, 1998, by
_____________________________, as _______________________ of The Bank of New
York, a New York banking corporation, on behalf of the association.
- ------------------------------------------
Notary Public
My Commission expires:
COMMONWEALTH OF VIRGINIA )
) ss.
CITY OF RICHMOND )
The foregoing instrument was acknowledged before me in the City of
Richmond, Virginia this ____ day of __________, 1998, by ____________,
_________________ of Dynex Capital, Inc., a Virginia corporation, on behalf of
the corporation.
- ------------------------------------------
Notary Public
My Commission expires:
-6-
