- --------------------------------------------------------------------------------
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)
November 5, 1997
Access Financial Lending Corp.
(Exact name of registrant as specified in its charter)
Delaware 333-07837 41-1768416
(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
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (612) 542-6500
No Change
(Former name or former address, if changed since last report)
- --------------------------------------------------------------------------------
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
1997-3 (the "Trust") issued $199,870,000 in aggregate principal amount of its
Mortgage Loan Pass-Through Certificates, Series 1997-3 (the "Certificates"), on
October 31, 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 October 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 five 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, the Class A-5 Group I
Certificates, the Class A-IO Group I Certificates, and three classes of variable
rate certificates, the Class A-1 Group I Certificates, the Class A-6 Group II
Certificates, and the Class A-7 Group III 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 Class A-1 Group I Certificates will have a Variable Pass-Through
Rate, the Class A-2 Group I Certificates, the Class A-3 Group I Certificates,
the Class A-4 Group I Certificates, the Class A-5 Group I Certificates, and the
Class A-IO Group I Certificates will have interest rates of 6.565% Pass-Through,
6.8000% Pass-Through,
2
7.175% Pass-Through, 6.175% Pass-Through, and 5.000% Pass-Through, respectively.
The Class A-6 Group II and the Class A-7 Group III Certificates will both have a
Variable Pass-Through Rate. For more information on the Variable Pass-Through
Rates, please see the Pooling and Servicing Agreement, attached as Exhibit 4.2
hereto.
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, the Class A-5 Group I Certificates, the Class A-6
Group II Certificates and the Class A-7 Group II Certificates was $40,096,000,
$15,400,000, $10,601,000, $8,000,000, $8,230,000, $49,997,000 and $67,546,000,
respectively. The notional amount for the Class A-IO Group I Certificates was
$8,230,000.
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 October 23, 1997, filed pursuant to Rule 424(b)(2) of the Act on October
30, 1997.
3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1.1 Underwriting Agreement, dated October 23, 1997, among Access Financial
Lending Corp., Prudential Securities Incorporated and Morgan Stanley & Co.
Incorporated.
4.1 Purchase and Sale Agreement, dated as of October 1, 1997 between Access
Financial Lending Corp. and Access Financial Receivables Corp.
4.2 Pooling and Servicing Agreement, dated as of October 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 October 23, 1997, among Access
Financial Lending Corp., Access Financial Receivables Corp., Financial Security
Assurance Inc., Prudential Securities Incorporated and Morgan Stanley & Co.
Incorporated.
4
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 1997-3
By: /s/ Leslie Zejdlik Foster
----------------------------------------
Name: Leslie Zejdlik Foster
Title: President
Dated: November 5, 1997
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.1 Underwriting Agreement, dated October 23,
1997, among Access Financial Lending Corp.,
Prudential Securities Incorporated and Morgan
Stanley & Co. Incorporated.
4.1 Purchase and Sale Agreement, dated as of
October 1, 1997 between Access Financial
Lending Corp. and Access Financial
Receivables Corp.
4.2 Pooling and Servicing Agreement, dated as of
October 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
October 23, 1997, among Access Financial
Lending Corp., Access Financial Receivables
Corp., Financial Security Assurance Inc.,
Prudential Securities Incorporated and Morgan
Stanley & Co. Incorporated.