Item 1. Business...................................................3
Item 2.
Item 2. Properties.................................................3
Item 3.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect to, the Company, the Master Servicer or the Trustee, as related to the Trust..
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered Certificates during the fiscal year covered by this report.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust does not issue stock.
As of January 2, 1998, the number of holders of each Class of Offered Certificates was as follows:
Class AF-1 5 Class AF-2 2 Class AF-3 1 Class AF-4 1 Class AF-5 4 Class AF-6 15 Class MF-1 1 Class MF-2 3 Class BF 1 Class AV-1 1 Class AV-2 4 Class MV-1 3 Class MV-2 2 Class BV 2
Item 6.
Item 6. Selected Financial Data
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial condition and Results of Operations
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11.
Item 11. Executive Compensation
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following entities own more than 5% of the specified Class of Certificates. These positions are held through the Depository Trust Company. The Master Servicer has not been advised that any such DTC participants are beneficial owners.
Class AF-1 Bank of New York (The) Citibank, N.A. Swiss Bank Corp. - New York Branch Class AF-2 Chase Manhattan Bank Prudential Securities, Inc. Class AF-3 Chase Manhattan Bank/Chemical Class AF-4 Chase Manhattan Bank/Chemical Class AF-5 Bank of New York (The) Northern Trust Company Prudential Securities, Inc. Fifth Third Bank Class AF-6 Amalgamated Bank of New York Bankers Trust Company Boston Safe Deposit & Trust Co. Brown Brothers Harriman & Co. Chase Manhattan Bank, Trust Keybank National Association Prudential Securities, Inc. SSB-Custodian Class MF-1 Prudential Securities, Inc. Class MF-2 Bank of New York (The) Bankers Trust Company Prudential Securities, Inc. Class BF SSB-Custodian Class AV-1 SSB-Custodian Class AV-2 Bank of New York (The) Citibank, N.A. Deutsche Morgan Grenfell Inc. Republic National Bank of New York Class MV-1 Bank of New York ((The) Boston Safe Deposit & Trust Co. Chase Manhattan Bank Class MV-2 NBD Bank - Municipal Bond Dept. SSB-Custodian Class BV Fiduciary SSB First Bank National Association (First Trust)
Item 13.
Item 13. Certain Relationships and Related Transactions
No reportable transactions have occurred.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements: Omitted.
(2) Financial Statement Schedules: Omitted.
(3) Exhibits:
Annual Master Servicer Statement of Compliance, filed as Exhibit 99.1 hereto. Annual Servicer Statement of Compliance, filed as Exhibit 99.2 hereto. Annual Compilation of Selected Financial Information, filed as Exhibit 99.3 hereto. Annual Statement of Independent Accountants for each Servicer, filed as Exhibit 99.4 hereto.
(b) Reports on Form 8-K: The following Current Report on Form 8-K was filed by the Registrant during the last quarter of 1997.
Current Report on Form 8-K, dated January 6, 1998 was filed for the purpose of filing the Monthly Certificateholder Statements for payments made on November 25, 1997 and December 26, 1997, respectively. The items reported in such Current Report were Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
SIGNATURE
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 behalf by the undersigned thereunto duly authorized.
Saxon Asset Securities Trust 1997-3 Mortgage Loan Asset Backed Certificates 1997-3
Date: March 31, 1998 By: /s/ Bradley D. Adams --------------- Bradley D. Adams Vice President
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits Page
99.1 Annual Statement of Compliance 8
99.2 Annual Servicing Reports 10
99.3 Annual Compilation of Selected Financial Information 13
99.4 Annual Statement of Independent Accountants' for Each Servicer 15
EXHIBIT 99.1
ANNUAL STATEMENT OF COMPLIANCE
ANNUAL STATEMENT OF COMPLIANCE
In accordance with the letter dated March 13, 1997 sent to the Securities and Exchange Commission requesting an exception from SEC reporting requirements, the Trust is to include as an exhibit a copy of the Annual Statement of Compliance required under the Trust Agreement dated November 1, 1997. The Statement of compliance states that the Master Servicer has received the annual audited financial statements of each servicer. Since the financial statements for one of the servicers will not be received until after March 31, 1997, the Annual Statement of Compliance cannot be filed by Master Servicer by the 10-K filing deadline. Accordingly the Annual statement of Compliance will be filed with the amended 10-K when the financial statements have been received.
EXHIBIT 99.2
ANNUAL SERVICING REPORTS
CERTIFICATE OF COMPLIANCE
Dear Master Servicer:
The undersigned Officer Certifies the following for the 1997 fiscal year:
(a) I have reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer guide and to the best of these Officers' knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations under these Agreements throughout such year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations a description of each default or failure and the nature and status thereof has been reported to First Nationwide Mortgage;
(b) I have confirmed that the Servicers is currently an approved FNMA or FHLMC servicer in good standing:
(c) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide are in full force and effect;
(d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that all such insurance policies are in full force and effect;
(e) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgaged Property, have been paid, or if any such costs or expenses have not been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported.
(f) All Custodial Accounts have been reconciled and are properly funded: and
(g) All annual reports of Foreclosure and Abandonment of Mortgage Property required per section 6050j and 6050p of the Internal Revenue Code, respectively have been prepared and filed.
Certified by:
/s/ Lynnette Anderson - ---------------------- Lynnette Anderson Vice President Investor Accounting and Compliance
March 25, 1998
In accordance with the letter dated March 13, 1997 sent to the Securities and Exchange Commission requesting an exception from SEC reporting requirements, the Trust is to include as an exhibit a copy of the annual compliance statement of each Servicer. Such statement has not yet been received for Ameriquest. Accordingly, the annual compliance statement for Ameriquest will be filed with an amended 10-K when such statement is received.
EXHIBIT 99.3
ANNUAL COMPILATION OF SELECTED FINANCIAL INFORMATION
============================ Saxon Asset Securities Trust 1997-3 ============================ Annual Compilation of Selected Financial Information
(1) 1997 annual distribution with respect to the holder's Certificates based on original principal amount of $1,000
EXHIBIT 99.4
ANNUAL STATEMENT OF INDEPENDENT ACCOUNTANTS FOR EACH SERVICER
DELOITTE & TOUCHE LLP Suite 500 Eighth & Main Building 707 East Main Street Richmond, Virginia 23219 Telephone: (804) 697-1500 Facsimile: (804) 697-1825
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors Meritech Mortgage Services, Inc. Fort Worth, Texas
We have examined management's assertion about Meritech Mortgage Services, Inc. ("Meritech"), compliance with servicing standards identified in the Appendix as of and for the year ended December 31, 1997, included in the accompanying management assertion. Such standards were established by Meritech's management based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). Management is responsible for Meritech's compliance with these 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 Meritech's compliance with the 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 on Meritech's compliance with the servicing standards or its servicing agreements.
In our opinion, management's assertion that Meritech complied with its established servicing standards identified in the Appendix as of and for the year ended December 31, 1997, is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP
March 25, 1998
In accordance with the letter dated March 13, 1997 sent to the Securities and Exchange Commission requesting an exception from SEC reporting requirements, the Trust is to include as an exhibit a copy of the annual statement of independents' accountants for each Servicer. Such statement has not yet been received for Ameriquest. Accordingly, the annual statement of independents' accountants for Ameriquest will be filed with an amended 10-K when such statement is received.