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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 28, 1997
Access Financial Lending Corp.
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(Exact name of registrant as specified in its charter)
Delaware 333-07837 41-1768416
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
400 Highway 169 South
Suite 400
St. Louis Park, Minnesota 55426
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (612) 542-6500
No Change
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
Description of the Certificates and the Mortgage Loans
Access Financial Lending Corp. (the "Registrant") registered issuances of
up to $1,500,000,000 principal amount of Mortgage Loan Pass-Through Certificates
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Act"), by a Registration Statement on Form S-3
(Registration File No. 333-07837) (as amended, the "Registration Statement").
Pursuant to the Registration Statement, Access Financial Mortgage Loan Trust
1997-1 (the "Trust") issued $273,599,000 in aggregate principal amount of its
Mortgage Loan Pass-Through Certificates, Series 1997-1 (the "Certificates"), on
February 28, 1997. This Current Report on Form 8-K is being filed to satisfy an
undertaking to file copies of certain agreements executed in connection with the
issuance of the Certificates, the forms of which were filed as Exhibits to the
Registration Statement.
The Certificates were issued pursuant to a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") attached hereto as Exhibit 4.2, dated as
of February 1, 1997, among Access Financial Lending Corp., as seller (the
"Seller") and master servicer (the "Master Servicer"), Access Financial
Receivables Corp. (the "Depositor") and The Chase Manhattan Bank, as trustee
(the "Trustee"). The Certificates consist of three classes of fixed rate
certificates, the Class A-2 Group I Certificates, the Class A-3 Group I
Certificates, the Class A-4 Group I Certificates, and two classes of variable
rate certificates, the Class A-1 Group I Certificates, and the Class A-5 Group
II Certificates (collectively, the "Class A Certificates"). In addition to the
Class A Certificates, the Trust will also issue a subordinate Class of
Certificates (the "Class B Certificates") and one or more Classes of Residual
Certificates. Only the Class A Certificates were issued pursuant to the
Registration Statement. The Certificates initially evidence, in the aggregate,
100% of the undivided beneficial ownership interests in the Trust.
The assets of the Trust consist primarily of a pool of fixed-rate,
amortizing mortgage loans and adjustable rate amortizing mortgage loans which
are secured by first or second liens on residential properties (the "Mortgage
Loans").
Interest distributions on the Class A Certificates are based on the
Certificate Principal Balance thereof and the then applicable Pass-Through Rate
thereof. The Pass-Through Rate for the Class A-1 Group I Certificates will be
equal to the lesser of (i) the London interbank offered rate for one-month
United States dollar deposits ("LIBOR") plus 0.085% per annum or (ii) the
weighted average net coupon rate for the fixed rate mortgage loans as of the
payment date. The Pass-Through Rate for the Class A-2 Group I Certificates and
the Class A-3 Group I Certificates will be
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6.600%, and 6.925% per annum, respectively. The Pass-Through Rate for the Class
A-4 Group I Certificates will be the lesser of (i) 7.275%, provided however that
if the Trustee has not solicited bids for the purchase of the Mortgage Loans by
the 90th day following the first payment date on which the aggregate principal
balance of the Mortgage Loans has declined to 10% or less of the original
aggregate principal balance of the Mortgage Loans, 7.775% or (ii) the weighted
average net coupon rate for the fixed rate mortgage loans as of the payment date
less 0.50% on the 13th payment date and thereafter. The Pass-Through Rate for
the Class A-5 Group II Certificates will be equal to the lesser of (i) LIBOR
plus 0.200% per annum and (ii) the weighted average net coupon rate of the
adjustable rate mortgage loans.
The aggregate principal amount of the Class A-1 Group I Certificates, the
Class A-2 Group I Certificates, the Class A-3 Group I Certificates, the Class
A-4 Group I Certificates and the Class A-5 Group II Certificates was
$63,500,000, $30,200,000, $21,300,000, $19,733,000 and $138,866,000,
respectively.
The Class B Certificates represent a beneficial ownership interest in a
portion of the interest payments on the Mortgage Loans. Distributions on the
Class B Certificates are calculated as described in the Pooling and Servicing
Agreement.
As of the Closing Date, the Mortgage Loans possessed the characteristics
described in the Prospectus dated November 7, 1996 and the Prospectus Supplement
dated February 25, 1997, filed pursuant to Rule 424(b)(2) of the Act on March
4, 1997.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated February 25, 1997, among Access Financial
Lending Corp., Prudential Securities Incorporated and J.P. Morgan Securities
Inc.
4.1 Purchase and Sale Agreement, dated as of February 1, 1997 between
Access Financial Lending Corp. and Access Financial Receivables Corp.
4.2 Pooling and Servicing Agreement, dated as of February 1, 1997, among
Access Financial Lending Corp., as seller and master servicer, Access Financial
Receivables Corp., as transferor, and The Chase Manhattan Bank, as trustee.
10.1 Indemnification Agreement, dated as of February 1, 1997, among Access
Financial Lending Corp., Access Financial Receivables Corp., Financial Security
Assurance Inc., Prudential Securities Incorporated and J.P. Morgan Securities
Inc.
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SIGNATURES
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.
ACCESS FINANCIAL LENDING CORP.
as Registrant and on behalf of ACCESS
FINANCIAL MORTGAGE LOAN TRUST 1997-1
By:/s/ Dan J. Cheever
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Name: Dan J. Cheever
Title: Chief Financial Officer
and Secretary
Dated: March 11, 1997
EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement, dated February
25, 1997, among Access Financial Lending
Corp., Prudential Securities Incorporated
and J.P. Morgan Securities Inc.
4.1 Purchase and Sale Agreement, dated as of
February 1, 1997 between Access Financial
Lending Corp. and Access Financial
Receivables Corp.
4.2 Pooling and Servicing Agreement, dated as
of February 1, 1997, among Access
Financial Lending Corp., as seller and
master servicer, Access Financial
Receivables Corp., as transferor, and The
Chase Manhattan Bank, as trustee.
10.1 Indemnification Agreement, dated as of
February 1, 1997, among Access Financial
Lending Corp., Access Financial
Receivables Corp., Financial Security
Assurance Inc., Prudential Securities
Incorporated and J.P. Morgan Securities
Inc.