SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-07081
UCFC Acceptance Corporation (Loan Trust Series 1997-D)
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(Exact name of registrant as specified in its charter)
Louisiana 72-1235336
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
4041 Essen Lane, Baton Rouge, LA 70809
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(Address of principal executive offices (Zip Code)
504-987-0000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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 twelve 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
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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. Not Applicable
State the aggregate market value of the voting stock held by non
affiliates of the registrant. Not Applicable
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of December 31, 1995. Not Applicable
THIS ANNUAL REPORT ON FORM 10-K IS FILED ON BEHALF OF THE REGISTRANT BY
UNITED COMPANIES LENDING CORPORATION, (as Servicer under a Pooling and
Servicing Agreement dated as of December 1, 1997 providing for the issuance
of Home Equity Pass Through Certificates, Series 1997-D, PURSUANT TO
A RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF CORPORATION FINANCE,
DATED NOVEMBER 12, 1993.
PAGE 1
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PART I
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Item 1. BUSINESS
Omitted pursuant to the "Response of the Office
of Chief Counsel Division of Corporation Finance"
dated November 12, 1993.
Item 2. PROPERTIES
Omitted pursuant to the "Response of the Office
of Chief Counsel Division of Corporate Finance"
dated November 12, 1993.
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There is no established trading market for Registrant's
securities subject to this filing.
Number of holders of record of the Certificates as of
February 27, 1998: 1.
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Item 6. SELECTED FINANCIAL DATA
Omitted pursuant to the "Response of the Office of Chief
Counsel Division of Corporation Finance", dated
November 12, 1993.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Omitted pursuant to the "Response of the Office of Chief
Counsel Division of Corporation Finance", dated
November 12, 1993.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Annual Compliance Certificate
attached as Exhibit 28.1 hereto.
Reference is made to the annual report on the Servicer's
compliance with certain provisions of the Agreement as
prepared by Deloitte & Touche, the Servicer's Independent
Certified Public Accountants, and attached as Exhibit 28.2
hereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PAGE 2
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PART III
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the "Response of the Office of Chief
Counsel Division of Corporation Finance" dated November 12,
1993.
Item 11. EXECUTIVE COMPENSATION
Omitted pursuant to the "Response of the Office of Chief
counsel Division of Corporation Finance" dated November 12,
1993.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is furnished as of February 27, 1998
as to each Certificateholder of record of more than 5% of the
Certificates:
<TABLE>
<S> <C> <C> <C>
Amount of Percent
Name & Address Beneficial of
Title of Class of Owner Ownership Class
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Home Equity Loan Pass- Cede & Co. $88,710,750.58 100.0%
Through Certificates Series c/o The Depository Trust Co.
1997-D, Class A-1 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $47,500,000.00 100.0%
Through Certificates, Series c/o The Depository Trust
1997-D, Class A-2 Company
55 Water Street
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $38,200,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1997-D, Class A-3 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $40,400,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1997-D, Class A-4 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $18,110,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1997-D, Class A-5 P. O. Box 20
Bowling Green Station
New York, New York 10274
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Home Equity Loan Pass- Cede & Co. $30,490,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1997-D, Class A-6 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $30,000,000.00 100.0%
Through Certificates Series c/o The Depository Trust Co.
1997-D, Class A-7 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $362,799,642.30 100.0%
Through Certificates Series c/o The Depository Trust Co.
1997-D, Class A-8 P. O. Box 20
Bowling Green Station
New York, New York 10274
Home Equity Loan Pass- Cede & Co. $195,527,253.55 100.0%
Through Certificates Series c/o The Depository Trust Co.
1997-D, Class A-9 P. O. Box 20
Bowling Green Station
New York, New York 10274
</TABLE>
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) None
(b)-(d) Omitted pursuant to the "Response of the
Office of Chief Counsel Division of Corporation Finance"
dated November 12, 1993.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1-2 Not Applicable
3. Exhibits
28.1 Annual Compliance Certificate
28.2 Annual Report of Servicer's compliance with certain
provisions of the Agreement by Servicer's Independent
Certified Public Accountants.
(b)-(d) Omitted pursuant to the "Response of the Office of Chief
Counsel Division of Corporation Finance" dated
November 12, 1993.
PAGE 4
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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28.1 Annual Statement as to Compliance, UCFC Loan Trust
1997-D, Page 7.
28.2 Independent Accountant's report, Pages 8-9.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Servicer has caused this report to be
signed on behalf of the Registrant by the undersigned, thereto
duly authorized on the 26th day of March, 1998.
UNITED COMPANIES LENDING CORPORATION, as Servicer, on behalf of the
Registrant
BY /s/ SHERRY E. ANDERSON
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Sherry E. Anderson, Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following officers and
directors of the Servicer on behalf of the Registrant and in the
capacities indicated on the 26th day of March, 1998.
BY: /s/ J. TERRELL BROWN
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J. Terrell Brown, Chief Executive
Officer and Director
(Principal Executive Officer)
BY: /s/ DALE E. REDMAN
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Dale E. Redman, Director
(Principal Financial Officer)
BY: /s/ C. GERON HARGON
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C. Geron Hargon, President and
Director
BY: /s/ JESSE O. GRIFFIN
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Jesse O. Griffin, Sr. Vice President
(Principal Accounting Officer)
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EXHIBIT 28.1
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ANNUAL STATEMENT AS TO COMPLIANCE
UCFC LOAN TRUST 1997D
In accordance with Section 9.16 of that certain Pooling and
Servicing Agreement relating to UCFC Loan Trust 1997D dated as of
December 1, 1997 (the "Pooling and Servicing Agreement"), by and
among UCFC Acceptance Corporation, as depositor, United Companies
Lending Corporation, as servicer (the "Servicer"), and Bankers Trust
Company of California, N.A., as trustee, the undersigned officer
of the Servicer does hereby certify as follows: (i) a review of the
activities of the Servicer during 1997 and of performance under the
Pooling and Servicing Agreement has been made under the undersigned
officer's supervision; and (ii) to the best of such undersigned officer's
knowledge, based on such review, the Servicer has fulfilled all of its
obligations under the Pooling and Servicing Agreement for 1997.
EXECUTED this 26th day of March, 1998.
/s/ C. GERON HARGON
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C. Geron Hargon
President
United Companies Lending Corporation
PAGE 7
EXHIBIT 28.2
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INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
United Companies Lending Corporation
We have examined management's assertion about United Companies
Lending Corporation's compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers
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(USAP) as of and for the year ended December 31, 1997 included in
the accompanying management assertion. Management is responsible
for United Companies Lending Corporation's compliance with
those minimum servicing standards. Our responsibility is to express
an opinion on management's assertion about the entity's compliance
based on our examination.
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about
performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not
provide a legal determination on United Companies Lending
Corporation's compliance with the minimum servicing standards.
In our opinion, management's assertion that United Companies
Lending Corporation complied with the aforementioned minimum
servicing standards as of and for the year ended December 31, 1997
is fairly stated, in all material respects.
Deloitte & Touche LLP
March 4, 1998
PAGE 8
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UNITED COMPANIES LENDING CORPORATION
(LETTERHEAD)
As of and for the year ended December 31, 1997, United Companies
Lending Corporation, a wholly-owned subsidiary of United Companies
Lending Group, Inc., which is a wholly owned subsidiary of United
Companies Financial Corporation, has complied in all material respects
with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program
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for Mortgage Bankers. As of and for this same period, United
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Companies Financial Corporation had in effect fidelity bond and
errors and omissions policies in the amounts of $10,000,000 and
$4,000,000, respectively.
/s/ J. TERRELL BROWN 3/4/98
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J. Terrell Brown Date
Chairman and Chief Executive Officer
/s/ DALE QUICK 3/4/98
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Dale Quick Date
Senior Vice President and
Servicing Manager
/s/ J. MILLER MURREY 3/4/98
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J. Miller Murrey Date
Vice President and Controller
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