SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 1998
Commission File Number: 33-92146
American Southwest Financial Securities Corporation
(Exact Name of registrant as specified in its charter)
Arizona 0742739
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
2390 Camelback Road Suite 225
Phoenix, AZ 85016
(Address of Principal Executive Office)
212-526-5594
(Registrant's telephone number, including area code)
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.
Not applicable.
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1998.
Not applicable.
Number of shares of common stock outstanding as of December 31, 1998.
Not applicable.
Table of Contents
PART I
Item 1. Business..................................................3
Item 2. Properties................................................3
Item 3. Legal Proceedings.........................................3
Item 4. Submission Of Matters To A Vote Of Security Holders.......3
PART II
Item 5. Market For Registrant's Common Equity And
Related Shareholder Matters.......................................3
Item 6. Selected Financial Data...................................3
Item 7. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations...............................4
Item 8. Financial Statements And Supplementary Data...............4
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure.....................4
PART III
Item 10. Directors And Executive Officers Of The Registrant.......4
Item 11. Executive Compensation...................................4
Item 12. Security Ownership Of Certain Beneficial Owners And
Management......................................4
Item 13. Certain Relationships And Related Transactions...4
PART IV
Item 14. Exhibits, Financial Statement Schedules And Reports
On Form 8-K.....................................4
Signatures................................................4
Exhibit Index.............................................4
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund
formed, American Southwest Financial Securities Corporation
as sponsor, LaSalle National Bank, as Trustee, and
ABN AMRO Bank N.V., as fiscal agent. The Offered Certificates
have been registered pursuant to the Act under a Registration
Statement on Form S-3 (the "Registration Statement").
Capitalized terms used herein and not defined have the same
meanings ascribed to such terms in the Pooling and Servicing
Agreement.
This Annual Report is being filed by the Trustee, in its capacity
as such under the Pooling and Servicing Agreement, on behalf of
Registrant. The information contained herein has been supplied
to the Trustee by one or more of the Borrowers or other third
parties without independent review or investigation by the
Trustee. Pursuant to the Pooling and Servicing Agreement, the
Trustee is not responsible for the accuracy or completeness of
such information.
ITEM 2. PROPERTIES
See Exhibits 99.1 and 99.2 hereto for Servicer's Annual
Statement of Compliance and Servicer s Independent Accountant's
Report on Servicer's servicing activities.
ITEM 3. LEGAL PROCEEDINGS
Except for claims arising in the ordinary course of business and
which are covered by liability insurance, there are no material
pending legal proceedings involving the Trust Fund, the Mortgages
comprising the Trust Fund or the Trustee, the Special Servicer or
the Servicer with respect to or affecting their respective duties
under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There was one registered holder of the Certificate representing
an equity interest in the Trust as of December 31, 1997. To the
Registrant's knowledge, as of that date, there was no principal
market in which the Certificates representing an equity interest
in the Trust were traded.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF A 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.
PART III
The information required by Items 10, 11, 12 and 13 is not
applicable as the trust fund does not have directors or
officers and Certificateholders have no right to vote (except
with respect to required consents to certain amendments to the
Pooling and Servicing Agreement and upon certain events of
default) or control the Trust Fund.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)
1. Servicer's Annual Statement of Compliance for the period
ended 12/31/98.
2. Servicer's Independent Accountant's Report on Servicer's
servicing activities.
(b) All current Reports on Form 8-K for the Trust have been
filed as of 12/31/98.
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its by the undersigned thereunto
duly authorized.
LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF American
Southwest Financial Securities Corporation
REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dated: March 30, 1999
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Independent Accountants' Report on
Servicer's servicing activities
GREYSTONE
OFFICER'S CERTIFICATE
Pursuant to Article 111, Section 3.18 of the Pooling and
Servicing Agreement dated December 1, 1996, 1, Jacqueline
Garland, Vice President of Greystone Servicing Corporation,
Inc., Master Servicer of the aforementioned Pooling and
Servicing Agreement, attest that (a) a review of the
activities of the Master Servicer under this agreement has
been made under my supervision, (b) to the best of my
knowledge, based on the review, the Master Servicer has
fulfilled all its obligations under this Agreement in all
material respects throughout the year,(c) a review of the
activities of each Sub- Servicer during the immediately
preceding year and its performance under the related
SubServicing Agreement has been made and, (d) to the best
of my knowledge, based on such review, each Sub- Servicer
has performed and fulfilled its duties, responsibilities
and obligations under the related Sub- Servicing Agreement
in all material respects throughout such year.
Jacqueline Garland
Vice President of Greystone Servicing Corporation, Inc
Gross Collins, P.C.
To the Board of Directors of
INDEPENDENT AUDITORS' REPORT
Greystone Servicing Corporation, Inc. & Subsidiary
We have audited the accompanying consolidated balance sheets of
GREYSTONE SERVICING CORPORATION, INC. & SUBSIDIARY
as of December 31, 1998 and 1997, and the related
consolidated statements of income, comprehensive income,
stockholder's equity, and cash flows for the years then
ended. These financial statements are the responsibility
of the Company's management. Our responsibility is
to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examinin-,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessin the accountina princi
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Greystone Servicing Corporation, Inc. & Subsidiary as of December 31,
1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD ProLyrams issued by the U.S. Department of Housing
and Urban Development, we have also issued a report dated February 26,1999,
on our consideration of Greystone Servicing Corporation, Inc. & Subsidiary's
internal control and a report dated February 26, 1999, on its compliance with
specific requirements applicable to major HUD programs.
Our audits were conducted for the purpose of expressing an opinion on the
basic financial statements taken as a whole. The supporting information
included on pages 19 through 25 is presented for the purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial st
Atlanta, Georgia
February 26, 1999
Federal Identification 58-1367012
2625 Cumberland Parkway, Suite 400, Atlanta, Georgia 30339, USA.
Telephone: + 1770 433 1711. Fax: + 1 770 432 3473.
