<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 333-20675
EQCC Receivables Corporation
----------------------------
EQCC Asset Backed Corporation
-----------------------------
(Exact name of registrant as specified in its charter)
re: Series EQCC Home Equity Loan Trust 1997-1
Series EQCC Home Equity Loan Trust 1997-2
Series EQCC Home Equity Loan Trust 1997-3
Series EquiCredit Funding Trust 1997-A
Series EquiCredit Funding Trust 1997-B
59-3433079 (1997-1 Trust)
59-3450527 (1997-2 Trust)
59-3465422 (1997-3 Trust)
59-3446547 (1997-A Trust)
Delaware 59-3466219 (1997-B Trust)
- ---------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10401 Deerwood Park Boulevard, Jacksonville, Florida 32256
- -------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 987-5000
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]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None.
Indicate the number of shares outstanding of the registrant's classes of
common stock, as of the latest practicable date. None.
Documents Incorporated by Reference. None.
Page 1
<PAGE>
PART I
- ------
Item 1. Business
--------
Not applicable.
Item 2. Properties
----------
Registrant refers to the annual statement as to compliance (the
"'Annual Statement of Compliance") filed under Item 14 hereof.
Item 3. Legal Proceedings
-----------------
There are no material pending legal proceedings with respect to the
Series EQCC Home Equity Loan Trust 1997-1, Series EQCC Home Equity
Loan Trust 1997-2, Series EQCC Home Equity Loan Trust 1997-3, Series
EquiCredit Funding Trust 1997-A, or Series EquiCredit Funding Trust
1997-B (collectively referred to as the "Trusts") involving the
Trusts, U.S. Bank National Association f/k/a First Bank National
Association, as Trustee, or EquiCredit Corporation of America, as
Servicer, other than ordinary routine litigation incidental to the
Trust's assets or the Trustee's or the Servicer's duties under the
applicable Pooling and Servicing Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
PART II
- -------
Item 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters.
--------
At December 31, 1997 the number of holders of Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8
Certificates for the 1997-1 Trust were 8,5,25,15,2,3,29,5
respectively; the number of holders of Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9
and Class
A-10 Certificates for the 1997-2 Trust were 5,5,11,3,15,3,24,1,3 and 6
respectively; the number of holders of Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9
and Class
A-10 Certificates for the 1997-3 Trust were 2,4,2,28,9,11,6,12,31 and
10 respectively; the number of holders of Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, and Class A-7 Certificates for
the 1997-A Trust were 6,7,4,1,2,2 and 1 respectively; the number of
holders of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7 and Class A-8 Certificates for the 1997-B Trust
were 3,2,14,2,3,1,2 and 1 respectively. The principal market in
which the Certificates are traded is composed of certain sophisticated
investors such as commercial banks, trust companies, pension funds,
and insurance companies and selected investment banks which trade in
new and secondary securities transactions both as principal and agent.
Information regarding dividends required by sub-paragraph (c) of Item
201 of Regulation S-K is inapplicable as the Trusts do not pay
dividends. Information as to distributions to Certificateholders has
been provided by the Registrants in their periodic Form 8-K filings
with the Securities and Exchange Commission.
Item 6. Selected Financial Data
-----------------------
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Not applicable.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None.
Page 2
<PAGE>
PART III
- --------
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Not applicable.
Item 11. Executive Compensation
----------------------
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
(A)(i)(1) With respect to the 1997-A Trust, holders of record of
five percent or more of the Class A-1 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------- -----------------
Swiss Bank Corporation $40,000,000 46.4080%
222 Broadway
New York, NY 10038
Chase Manhattan Bank $21,250,000 24.6543%
4 New York Plaza, 14th floor
New York, NY 10004
Chase Manhattan Bank/Chemical $17,692,000 20.5263%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
Bank of New York $4,350,000 5.0469%
925 Patterson Plank Rd
Secaucus, NJ 07094
(A)(i)(2) With respect to the 1997-A Trust, holders of record
of five percent or more of the Class A-2 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -----------------
Boston Safe Deposit and Trust Company $16,500,000 32.7491%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank/Chemical $15,483,000 30.7306%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
Comerica Bank $ 7,500,000 14.8860%
Cap.Chg./Proxy 7CBB/MC 3530
Detroit, MI 48275-3530
Bank of New York $ 5,000,000 9.9240%
925 Patterson Plank Rd.
Secaucus, NJ 07094
(A)(i)(3) With respect to the 1997-A Trust, holders of record
of five percent or more of the Class A-3 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- ------------------
Morgan Stanley & Co. Incorporated $6,755,000 47.3869%
One Pierrepont Plaza, 7th floor
Brooklyn, NY 11201
Boston Safe Deposit and Trust Company $5,000,000 35.0754%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
SSB - Custodian $2,460,000 17.2571%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
(A)(i)(4) With respect to the 1997-A Trust, holders of record
of five percent or more of the Class A-4 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank/ Salomon $10,123,000 100%
4 New York Plaza - 21st floor
New York, NY 10004
(A)(i)(5) With respect to the 1997-A Trust, holders of record
of five percent or more of the Class A-5 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
Morgan Stanley & Co. Incorporated $7,524,000 79.0004%
One Pierrepont Plaza, 7th floor
Brooklyn, NY 11201
Chase Manhattan Bank $2,000,000 20.9996%
4 New York Plaza, 13th floor
New York, NY 10004
(A)(i)(6) With respect to the 1997-A Trust, holders of record
of five percent or more of the Class A-6 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
Chase Manhattan Bank $8,942,000 47.2072%
4 New York Plaza, 13th floor
New York, NY 10004
Morgan Stanley & Co. Incorporated $10,000,000 52.7927%
One Pierrepont Plaza, 7th floor
Brooklyn, NY 11201
(A)(i)(7) With respect to the 1997-A Trust, holders of record
of five percent or more of the Class A-7 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -----------------
Republic National Bank of New York $5,124,000 100%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
(A)(i)(1) With respect to the 1997-B Trust, holders of record
of five percent or more of the Class A-1 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------- ------------------
Republic National Bank of New York $15,000,000 52.8355%
Investment Account
One Hanson Place, Lower level
Brooklyn, NY 11243
Citibank, N.A. $7,390,000 26.0302%
PO Box 30576
Tampa, FL 33630-3576
LBI-Lehman Government Securities Inc. $6,000,000 21.1342
200 Vesey Street
New York, NY 10285
(A)(i)(2) With respect to the 1997-B Trust, holders of record
of five percent or more of the Class A-2 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ ------------------
Chase Manhattan Bank/Chemical $12,290,000 67.1951%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
Bankers Trust Company $6,000,000 32.8048%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
(A)(i)(3) With respect to the 1997-B Trust, holders of record
of five percent or more of the Class A-3 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------- -----------------
Chase Manhattan Bank $18,700,000 58.9905%
4 New York Plaza, 13th floor
New York, NY 10004
PNC Bank, National Association $5,140,000 16.2145%
1835 Market Street
11 Penn Center, 15th floor
Philadelphia, PA 19103
Wells Fargo Bank, National Association $3,350,000 10.5678%
26610 West Agoura Road
Caladasas, CA 91307
Bank of New York $2,085,000 6.5772%
925 Patterson Plank Road
Secaucus, NJ 07094
(A)(i)(4) With respect to the 1997-B Trust, holders of record
of five percent or more of the Class A-4 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
Chase Manhattan Bank/Chemical $13,670,000 79.1546%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
Sei Trust Company $3,600,000 20.8453%
1 Freedom Valley Drive
Oaks, PA 19456
(A)(i)(5) With respect to the 1997-B Trust, holders of record
of five percent or more of the Class A-5 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -----------------
CitiBank, N.A. $14,800,000 59.6770%
PO Box 30576
Tampa, FL 33630-3576
Comerica Bank $5,000,000 20.1612%
CAPCHG./PROXY 7CBB/NC 3530
Detroit, MI 48275-3530
LBI-Lehman Government Securities Inc. $5,000,000 20.1612%
200 Vesey Street
New York, NY 10285
(A)(i)(6) With respect to the 1997-B Trust, holders of record
of five percent or more of the Class A-6 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------ -----------------
CitiBank, N.A. $12,750,000 100%
PO Box 30576
Tampa, FL 33630-3576
(A)(i)(7) With respect to the 1997-B Trust, holders of record
of five percent or more of the Class A-7 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
Norwest Bank Minnesota $10,000,000 67.5675%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
Chase Manhattan Bank $4,800,000 32.4324%
4 New York Plaza, 13th floor
New York, NY 10004
(A)(i)(8) With respect to the 1997-B Trust, holders of record
of five percent or more of the Class A-8 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
SSB - Custodian $27,000,000 100%
Global Corp Action Dept JAB5W
PP Box 1631
Boston, MA 02105-1631
(A)(i)(1) With respect to the 1997-1 Trust, holders of record
of five percent or more of the Class A-1 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
Bank of New York $95,000,000 48.2642%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Chase Manhattan Bank $55,000,000 27.9424%
4 New York Plaza, 13th floor
New York, NY 10004
Prudential Securities Incorporated $20,098,000 10.2106%
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
CitiBank, N.A. $13,500,000 6.8586%
PO Box 30576
Tampa, FL 33630-3576
(A)(i)(2) With respect to the 1997-1 Trust, holders of record
of five percent or more of the Class A-2 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -----------------
Boston Safe Deposit and Trust Company $9,000,000 49.2908%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Bank of New York $5,000,000 27.3838%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Fiduciary SSB $2,000,000 10.9535%
108 Myrtle Street
Newport Office Bldg.
N. Quincy, MA 02171
Chase Manhattan Bank/Chemical $1,259,000 6.8952%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
Bankers Trust Company $1,000,000 5.4768%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
(A)(i)(3) With respect to the 1997-1 Trust, holders of record
of five percent or more of the Class A-3 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -----------------
Chase Manhattan Bank/Chemical $88,573,000 69.7025%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
CitiBank, N.A. $10,300,000 8.1056%
PO Box 30576
Tampa, FL 33630-3576
(A)(i)(4) With respect to the 1997-1 Trust, holders of record
of five percent or more of the Class A-4 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- ------------------
Bank of New York $9,300,000 19.6174%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Northern Trust Company $7,350,000 15.5040%
801 S. Canal C-In
Chicago, IL 60607
PNC Bank, National Association $5,382,000 11.3528%
1835 Market Street
11 Penn Center, 15th floor
Philadelphia, PA 19103
Comerica Bank $5,000,000 10.5470%
CAP.CHG./PROXY 7CBB/MC 3530
Detroit, MI 48275-3530
UMB Bank, NA $3,500,000 7.3829%
PO Box 419260
Kansas City, MO 64141-6260
Chase Manhattan Bank $3,300,000 6.9610%
4 New York Plaza, 13th floor
New York, NY 10004
Fleet Bank of Massachusetts, N.A. $2,775,000 5.8536%
Fleet Services Corp
2nd Floor NYROT02B
Rochester, NY 14638
SSB - Custodian $2,675,000 5.6426%
Global Corp Action Dept JAB5W
PP Box 1631
Boston, MA 02105-1631
(A)(i)(5) With respect to the 1997-1 Trust, holders of record
of five percent or more of the Class A-5 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -----------------
Bankers Trust Company $15,494,000 60.7751%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company $10,000,000 39.2249%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
(A)(i)(6) With respect to the 1997-1 Trust, holders of record
of five percent or more of the Class A-6 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------ -----------------
CitiBank, N.A. $28,989,000 85.2894%
PO Box 30576
Tampa, FL 33630-3576
Bankers Trust Company $4,000,000 11.7685%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
(A)(i)(7) With respect to the 1997-1 Trust, holders of record
of five percent or more of the Class A-7 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------- -----------------
Chase Manhattan Bank $15,099,000 30.1980%
4 New York Plaza, 13th floor
New York, NY 10004
SSB - Custodian $8,278,000 16.5560%
Global Corp Action Dept JAB5W
PP Box 1631
Boston, MA 02105-1631
Norwest Bank Minnesota $8,000,000 16.0000%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
Northern Trust Company $4,267,000 8.5340%
801 S. Canal C-In
Chicago, IL 60607
Bankers Trust Company $3,633,000 7.2660%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Fleet Bank of Massachusetts, N.A. $2,877,000 5.7540%
Fleet Services Corp
2nd Floor NYROT02B
Rochester, NY 14638
(A)(i)(8) With respect to the 1997-1 Trust, holders of record
of five percent or more of the Class A-8 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
Prudential Securities Incorporated $57,500,000 56.9065%
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
SSB - Custodian $14,000,000 13.8555%
Global Corp Action Dept JAB5W
PP Box 1631
Boston, MA 02105-1631
Chase Manhattan Bank $12,500,000 12.3710%
4 New York Plaza, 13th floor
New York, NY 10004
Republic National Bank of New York $12,500,000 12.3710%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
(A)(i)(1) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-1 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -----------------
Bank of New York $16,200,000 24.6703%
925 Patterson Plank Rd
Secaucus, NJ 07094
Chase Manhattan Bank $16,200,000 24.6703%
4 New York Plaza, 13th floor
New York, NY 10004
Chase Manhattan Bank/Chemical $16,200,000 24.6703%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
Republic National Bank of New York $15,000,000 22.8429%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
(A)(i)(2) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-2 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ---------------- -----------------
SSB - Custodian $12,750,000 40.7452%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Chase Manhattan Bank/Salomon $ 7,750,000 24.7667%
4 New York Plaza - 21st floor
New York, NY 10004
Republic National Bank of New York $ 7,242,000 23.1433%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
Chase Manhattan Bank $ 2,750,000 8.7882%
4 New York Plaza - 13th floor
New York, NY 10004
(A)(i)(3) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-3 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
Chase Manhattan Bank/Chemical $37,535,000 47.7940%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
Bank of New York $19,550,000 24.8934%
925 Patterson Plank Rd
Secaucus, NJ 07094
Republic National Bank of New York $ 8,075,000 10.2820%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
NationsBank of Texas, N.A. $ 5,825,000 7.4171%
Trust Operations, 16th floor
1401 Elm Street
Dallas, TX 75202
Northern Trust Company $ 4,325,000 5.5071%
801 S. Canal C-In
Chicago, Il 60607
(A)(i)(4) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-4 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------ -----------------
Bank of New York $49,478,000 79.5108%
925 Patterson Plank Rd
Secaucus, NJ 07094
Bankers Trust Company $ 7,750,000 12.4542%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company $ 5,000,000 8.0350%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
(A)(i)(5) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-5 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ -----------------
PNC Bank, N.A./Pittsburgh $32,750,000 37.7352%
One PNC Plaza, 9th floor
249 5th Avenue
Pittsburgh, PA 15222-7707
Boston Safe Deposit and Trust Company $27,135,000 31.2655%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Bankers Trust Company $11,000,000 12.6744%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $ 7,200,000 8.2960%
4 New York Plaza, 13th floor
New York, NY 10004
(A)(i)(6) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-6 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ------------------------- ------------------- -----------------
Chase Manhattan Bank/Chemical $18,646,000 82.3368%
4 New York Plaza
Proxy Department, 13th floor
New York, NY 10004
Merrill Lynch $ 2,000,000 8.8316%
Pierce Fenner & Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Norwest Bank Minnesota $ 2,000,000 8.8316%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
(A)(i)(7) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-7 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- -------------------- -----------------
SSB - Custodian $36,696,000 50.4281%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Bankers Trust Company $13,165,000 18.0915%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $ 6,385,000 8.7743%
4 New York Plaza, 13th floor
New York, NY 10004
Northern Trust Company $ 4,800,000 6.5962%
801 S. Canal C-In
Chicago, Il 60607
(A)(i)(8) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-8 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------ ------------------
CitiBank, N.A. $33,034,000 100%
PO Box 30576
Tampa, FL 33630-3576
(A)(i)(9) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-9 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------- ------------------
Bank of New York $30,300,000 60.2386%
925 Patterson Plank Rd
Secaucus, NJ 07094
Norwest Bank Minnesota $17,500,000 34.7913%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
(A)(i)(10) With respect to the 1997-2 Trust, holders of record
of five percent or more of the Class A-10 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------ ------------------
SSB - Custodian $75,000,000 40.4051%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
BNY/ITC - Dealers Clearance Special $50,000,000 26.9368%
C/O N.A. Schapiro & Co. In.
One Chase Manhattan Plaza, 58th floor
New York, NY 10005
Bank of New York $25,000,000 13.4684%
925 Patterson Plank Rd
Secaucus, NJ 07094
Bankers Trust Company $25,000,000 13.4684%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Republic National Bank of New York $10,000,000 5.3874%
Investment Account
One Hanson Place, Lower level
Brooklyn, NY 11243
(A)(i)(1) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-1 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------ ------------------
Northern Trust Company $48,250,000 87.7273%
801 South Canal
Chicago, IL 60607
Bank of New York $6,750,000 12.2727%
925 Patterson Plank Road
Secaucus, NJ 07094
(A)(i)(2) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-2 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ----------------- -------------------
Northern Trust Company $44,400,000 47.0339%
801 South Canal
Chicago, IL 60607
Bank of New York $40,000000 42.3929%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company $5,000,000 5.2966%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $5,000,000 5.2966%
4 New York Plaza
13th Floor
New York, NY 10004
(A)(i)(3) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-3 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------- ------------------
PNC Bank, N.A. $84,800,000 97.6959%
One PNC Plaza, 9th Floor
249 Fifth Avenue
Pittsburgh, PA 15222-7707
(A)(i)(4) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-4 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ---------------------------- ------------------ ------------------
Bank of New York $18,305,000 23.4379%
925 Patterson Plank Rd
Secaucus, NJ 07094
Mercantile Bank of St. Louis $10,000,000 12.8041%
National Association Bond
PO Box 349
St. Louis, MO 63166
Bankers Trust Company $ 7,850,000 10.0512%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $ 6,400,000 8.1946%
4 New York Plaza
New York, NY 10004
Fifth Third Bank $ 5,100,000 6.5301%
Dept. 00850 - Proxy
38 Fountain Square Plaza
Cincinnati, OH 45263
Boston Safe Deposit and Trust Company $ 4,470,000 5.7234%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
(A)(i)(5) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-5 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------- ------------------
SSB - Custodian $18,330,000 84.4700%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
(A)(i)(6) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-6 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ---------------------------- ------------------ ------------------
American Express Trust Company $21,000,000 37.8378%
1200 Northstar West
Minneapolis, MN 55440
Bankers Trust Company $16,200,000 29.1892%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company $ 8,000,000 14.4144%
C/O Mellon Bank N.A.
Three Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Bank of New York $4,000,000 7.2072%
925 Patterson Plank Road
Secaucus, NJ 07094
Norwest Bank Minnesota, National Association $3,000,000 5.4054%
733 Marquette Avenue
Minneapolis, MN 55479-0056
(A)(i)(7) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-7 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- --------------------------- ------------------ -----------------
Investors Bank and Trust/M.F. Custody $11,950,000 35.6716%
200 Clarendon Street
15th Floor
Hancock Tower
Boston, MA 02116
Keybank National Association $9,810,000 29.2835%
4900 Tiedeman Road
Brooklyn, OH 44144
Bank of New York $6,000,000 17.9104%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank $4,750,000 14.1791%
4 New York Plaza
13th Floor
New York, NY 10004
(A)(i)(8) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-8 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- ----------------------------- ----------------- ------------------
KeyBank National Association $15,440,000 37.6585%
4960 Tiedeman Rd.
Brooklyn, NY 44144
Morgan Stanley & Co. Incorporated $10,000,000 24.3902%
One Pierrepont Plaza, 7th floor
Brooklyn, NY 11201
Rigos Bank National Association $3,500,000 8.5366%
RS 300 5700 River Tech Court
Riverdale, MD 20737-1250
Northern Trust Company $3,125,000 7.6220%
801 S. Canal C-In
Chicago, IL 60607
Corestates Bank, N.A. $2,450,000 5.9756%
PO Box 7618 F.C. #1-9-1-21
Philadelphia, PA 19106
(A)(i)(9) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-9 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------- -----------------
Bankers Trust Company $5,420,000 15.9411%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
SSB $5,166,000 15.1941%
Global Corporation Action Department
P.O. Box 1631
Boston, MA
Investors Bank & Trust /M.F. Custody $4,795,000 14.1029%
200 Clarendon Street
15th Floor Hancock Tower
Boston, MA 02116
Bank of New York $4,083,000 12.0088%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company $2,103,000 6.1852%
C/O Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $2,077,000 6.1088%
4 New York Plaza
13th Floor
New York, NY 10004
Investors Fiduciary Trust Company/SSB $2,000,000 5.8823%
Global Corporation Action Department
P.O. Box 1631
Boston, MA 02105-1631
(A)(i)(10) With respect to the 1997-3 Trust, holders of record
of five percent or more of the Class A-10 Certificates at December 31,
1997 were as follows:
Dollar Amount of
Certificates Held Percent of
Name and Address of Holder (in $000's) Certificates Held
- -------------------------- ------------------ ------------------
Bankers Trust Company $54,500,000 36.7188%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Comerica Bank $15,000,000 10.1061%
Cap. Chg/Proxy 7CBB/MC3550
Detroit, MI 48275-3530
Morgan Stanley & Co. Incorporated $15,000,000 10.1061%
One Pierrepont Plaze
7th Floor
Brooklyn, NY 11201
Boston Safe Deposit and Trust Company $14,150,000 9.5334%
C/O Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
SSB Custodian $13,275,000 8.9439%
Global Corporation Action Department
P.O. Box 1631
Boston, MA 02105-1631
Chase Manhattan Bank $12,400,000 8.3543%
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank $10,000,000 6.7374%
4 New York Plaza
Proxy Department
13th Floor
New York, NY 10004
Bank of New York $8,500,000 5.7267%
925 Patterson Plank Road
Secaucus, NJ 07094
<PAGE>
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
There has not been, and there is not currently proposed, any
transaction or series of transactions, to which either the Trusts
or EquiCredit Corporation of America, as Servicer, is a party with
any Certificateholder or any member of the immediate family of any
such Certificateholder who, to the knowledge of the Servicer, owns
of record or beneficially more than five percent of the
Certificates.
Page 3
<PAGE>
PART IV
- -------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
99.1 Annual Statement as to Compliance
99.2 Report of Independent Certified Public Accountants
(b) Reports on Form 8-K.
As Servicer and on behalf of the Trusts, EquiCredit Corporation
of America filed a Current Report on Form 8-K pursuant to Item 5
for the following monthly distribution dates during 1997,
including the Remittance Report for each due period provided by
the Trustee.
Dates of Reports on Form 8-K
----------------------------
January 15, 1997
February 18, 1997
March 17, 1997
April 15, 1997
May 15, 1997
June 16, 1997
July 15, 1997
August 15, 1997
September 15, 1997
October 15, 1997
November 17, 1997
December 15, 1997
(c) The exhibits filed as part of this report are listed in the
Index to Exhibits on page 6.
(d) Not applicable.
Page 4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Registrant:
Dated: March 31, 1998 EQCC RECEIVABLES COPORATION
By: /s/ Rodolfo F. Engmann
Rodolfo F. Engmann
President and Director
(Duly Authorized Officer)
EQCC ASSET BACKED CORPORATION
By: /s/ Rodolfo F. Engmann
Rodolfo F. Engmann
President and Director
(Duly Authorized Officer)
Series EQCC Home Equity Loan Trust 1997-1
Series EQCC Home Equity Loan Trust 1997-2
Series EQCC Home Equity Loan Trust 1997-3
Series EquiCredit Funding Trust 1997-A
Series EquiCredit Funding Trust 1997-B
Page 5
<PAGE>
EquiCredit
Corporation
Servicer's ANNUAL STATEMENT AS TO COMPLIANCE
Series EQCC Home Equity Loan Trust 1997-1
Series EQCC Home Equity Loan Trust 1997-2
Series EQCC Home Equity Loan Trust 1997-3
Series EquiCredit Funding Trust 1997-A
Series EquiCredit Funding Trust 1997-B
I, Gloria J. Roberts, Vice President of EquiCredit Corporation of America
and a responsible officer as defined in the Pooling and Servicing Agreements
dated as of March 1, 1997 for Series EQCC Home Equity Loan Trust 1997-1;
June 1, 1997 for Series EQCC Home Equity Loan Trust 1997-2; September 1, 1997
for Series EQCC Home Equity Loan Trust 1997-3; April 1, 1997 for Series
EquiCredit Funding Trust 1997-A and September 1, 1997 for Series EquiCredit
Funding Trust 1997-B (collectively the "Agreements" ) by and among U.S. Bank
National Association f/k/a First Bank National Association ("Trustee") and
EquiCredit Corporation of America, (the "Representative" and "Servicer") and
the Depositors listed in the Agreements (the "Depositors") in such capacity
hereby certify:
(i) The Servicer has fully complied with the provisions of Articles V and
VII of the Agreements, and,
(ii) a review of the activities of the Servicer during the preceding year
ended December 31, 1997 and its performance under the Agreements has
been made under my supervision, and
(iii) to the best of my knowledge, based on such review, the Servicer
has fulfilled all its obligations under the Agreements throughout
such preceding year.
EQUICREDIT CORPORATION OF AMERICA
Representative and Servicer for
EQCC Home Equity Loan Trust 1997-1
EQCC Home Equity Loan Trust 1997-2
EQCC Home Equity Loan Trust 1997-3
EquiCredit Funding Trust 1997-A
EquiCredit Funding Trust 1997-B
By: /s/ Gloria J. Roberts
----------------------
Gloria J. Roberts, Vice President
Dated: March 31, 1998
- ----------------------
Exhibit 99.1
Page 1 of 1
<PAGE>
Arthur Andersen LLP
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholder of
EquiCredit Corporation:
We have examined management's assertion about EQUICREDIT CORPORATION's (a
Delaware corporation and wholly owned subsidiary of Barnett Banks, Inc.) AND
SUBSIDIARIES' compliance with minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers ("USAP") as of and for the year ended December 31, 1997,
included in the accompanying management assertion letter. Management is
responsible for the Company's compliance with those minimum servicing
standards and for maintaining a fidelity bond and errors and omissions policy.
Our responsibility is to express an opinion on management's assertion about
the Company's compliance with the minimum servicing standards and maintenance
of a fidelity bond and errors and omissions policy based on our examination.
Our examination was made in accordance with standards established by the
American Insitute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with
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 of the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that EquiCredit Corporation and
subsidiaries complied with the aforementioned minimum servicing standards as
of and for the year ended December 31, 1997 is fairly stated in all material
respects.
By: /s/ Arthur Andersen LLP
Jacksonville, Florida
March 6, 1998
Exhibit 99.2
page 1 of 2
<PAGE>
EquiCredit
Corporation
March 6, 1998
Arthur Andersen LLP
50 N. Laura Street
Suite 2700
Jacksonville, Florida 32202
As of and for the period from January 1, 1997 through December 31, 1997,
EquiCredit Corporation and Subsidiaries have complied in all material respects
with the minimum servicing standards set forth in the Mortgage Bankers
----------------
Association of America's Uniform Single Attestation Program for Mortgage
- ------------------------------------------------------------------------
Bankers. As of and for this same period, EquiCredit Corporation and
- --------
Subsidiaries had in effect a fidelity bond and errors and omissions policy in
the amount of $100,000,000.
By: /s/ Rodolfo F. Engmann
----------------------
Rodolfo F. Engmann
President /Chief Executive Officer
By: /s/ Charles E. Cauthen, Jr.
---------------------------
Charles E. Cauthen, Jr.
Senior Finance Executive - NationsBank
By: /s/ Jesse K. Bray
-----------------
Jesse K. Bray
Senior Vice President/Chief Financial
Officer
Exhibit 99.2
page 2 of 2
