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, 1997
Commission file number: 333-34225
BA MORTGAGE SECURITIES, INC.
(as the Depositor (the "Depositor"), Bank of America, Federal
Savings Bank and Bank of America National Trust and Savings
Association, as master servicers (together the "Master Servicers",
and Bankers Trust Company of California, N.A., as trustee (the
"Trustee") under the Pooling and Servicing Agreement, dated as of
September 1, 1997, providing for the issuance of the Mortgage
Pass-Through Certificates, Series 1997-2).
BA MORTGAGE SECURITIES, INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 94-324470
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
345 MONTGOMERY STREET,
LOWER LEVEL #2, UNIT #8152
SAN FRANCISCO, CALIFORNIA 94104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(415) 622-3676
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE.
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 the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form
10-K or any amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1997: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31, 1997: NOT
APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated herein by reference are as
follows:
Pooling and Servicing Agreement of Registrant dated as of September 1,
1997 (hereby incorporated herein by reference as part of the Registrant's
Current Report on Form 8-K filed with Securities and Exchange Commission
on September 30, 1997).
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Monthly Report to Certificateholders as to distributions made on October
27, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on November
25, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on December
26, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on January
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on February
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on March
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
PART I
ITEM 1. Business.
The trust fund (the "Trust") was created pursuant to a Pooling and
Servicing Agreement dated as of September 1, 1997 (the "Pooling and
Servicing Agreement") among BA Mortgage Securities, Inc. as the Depositor
(the "Depositor"), Bank of America, Federal Savings Bank and Bank of
America National Trust and Savings Association, as master servicers
(together the "Master Servicers", and Bankers Trust Company of California,
N.A., as trustee (the "Trustee") under the Pooling and Servicing
Agreement, dated as of September 1, 1997, providing for the issuance of
the Mortgage Pass-Through Certificates, Series 1997-2)
The Series 1997-2 Mortgage Pass-Through Certificates (the "Certificates"
will evidence the entire beneficial ownership interest in a trust fund
(the "Trust Fund") consisting primarily of a pool of conventional,
fixed-rate, one- to four-family first mortgage loans (the "Mortgage
Loans" to be deposited by BA Mortgage Securities, Inc. (the "Depositor")
into the Trust Fund for the benefit of the Certificateholders. Only
Class IA-2, Class IA-3, Class IA-4, Class IA-5, Class IA-6, Class IA-7,
Class IA-8, Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4, Class
IIA-5, Class I-X, Class II-X, Class M, Class B-1, Class B-2, Class R-I,
and Class R-II (the "Offered Certificates") are offered hereby.
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the collection on
the Mortgage Loans and distribution of payments on the Certificates to
Certificateholders. This information is accurately summarized in the
Monthly Reports to Certificateholders, which are filed on Form 8-K. There
is no additional relevant information to report in response to Item 101 of
Regulation S-K.
ITEM 2. Properties.
The Depositor owns no property. The Mortgage Pass-Through Certificates,
Series 1997-2, in the aggregate, represent the beneficial ownership in a
Trust consisting primarily of the Mortgage Loans. The Trust will acquire
title to real estate only upon default of the mortgagors under the
Mortgage Loan. Therefore, this item is inapplicable.
ITEM 3. Legal Proceedings.
None.
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.
The Mortgage Pass-Through Certificates, Series 1997-2, represent,
in the aggregate, the beneficial ownership in a trust fund consisting
primarily of the Mortgage Loans. The Certificates are owned by
Certificateholders as trust beneficiaries. Strictly speaking, the
Registrant has no "common equity," but for purposes of this Item only,
the Registrant's Mortgage Pass-Through Certificates, Series 1997-2 are
treated as "common equity."
(a) Market Information. There is no established public trading market
for the Registrant's Certificates. The Registrant believes the
Certificates are traded primarily in intra-dealer markets and
non-centralized inter-dealer markets.
(b) Holders. The number of registered holders of all classes of
Certificates on December 31, 1997 was: [Participant listings for Cede & Co
Fast, as a representative nominee for Class IA-2, Class IA-3, Class IA-4,
Class IA-5, Class IA-6, Class IA-7, Class IA-8, Class IIA-1, Class IIA-2,
Class IIA-3, Class IIA-4, Class IIA-5, Class I-X, Class II-X, Class M,
Class B-1, and Class B-2 were unavailable from The Depository Trust
Company. Total number of registered holders of all classes of
Certificates will be reported on Form 10-K/A once participant listings
become available].
(c) Dividends. Not applicable. The information regarding dividends
required by sub-paragraph (c) of Item 201 of Regulation S-K is
inapplicable because the Trust does not pay dividends. However,
information as to distribution to Certificateholders is provided in the
Monthly Reports to Certificateholders for each month of the fiscal year
in which a distribution to Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust, the
Selected Financial Data required by Item 301 of Regulation S-K does not
add relevant information to that provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable. The information required by Item 303 of Regulation S-K is
inapplicable because the Trust does not have management per se, but rather
the Trust has a Trustee who causes the preparation of the Monthly Reports
to Certificateholders. The information provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form 8-K, does
provide the relevant financial information regarding the financial status
of the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Report to Certificateholders as to distributions made on October
27, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on November
25, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on December
26, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on January
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on February
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on March
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Annual Statements of Compliance by the Master Servicer dated March 31,
1998.
Independent Accountant's Report on Servicer's will be subsequently filed
on Form 8.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of Regulation S-K
are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to whom
compensation needs to be paid. Therefore, the information required by
item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners. Under the Pooling
and Servicing Agreement governing the Trust, the holders of the
Certificates generally do not have the right to vote and are prohibited
from taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as "voting
security" holders.
As of December 31, 1997, the following are the only persons known to the
Registrant to be the beneficial owners of more than 5% of any class of
voting securities: [Participant listings for Cede & Co
Fast, as a representative nominee for Class IA-2, Class IA-3, Class IA-4,
Class IA-5, Class IA-6, Class IA-7, Class IA-8, Class IIA-1, Class IIA-2,
Class IIA-3, Class IIA-4, Class IIA-5, Class I-X, Class II-X, Class M,
Class B-1, and Class B-2 were unavailable from The Depository Trust
Company. Total number of registered holders of all classes of
Certificates will be reported on Form 10-K/A once participant listings
become available].
Teachers Insurance and Annuity
Asssociation of America
730 Third Avenue, 7th Floor
Susan Goodman, Esq. TIAA-CREF
New York, New York 10017
Series 1997-2
Class IA-1
100%
Ailesbury Finance
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1997-2
Class R-I
99.9%
Ailesbury Finance
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Series 1997-2
Class R-II
99.9%
DLJ Mortgage Capital Inc.
Attn: Paul N. Najarian
277 Park Avenue
New York, New York 10172
Series 1997-2
Class B-3
100%
DLJ Mortgage Capital
525 Washington Blvd.
Jersey City, NJ 07310
Series 1997-2
Class B-4
100%
DLJ Mortgage Capital Inc.
Attn: Paul N. Najarian
277 Park Avenue
New York, New York 10172
Series 1997-2
Class B-5
100%
(b) Security ownership of management. Not Applicable. The Trust does
not have any officers or directors. Therefore, the information required
by Item 403 of Regulation S-K is inapplicable.
(c) Changes in control. Not Applicable. Since Certificateholders do not
possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Trust, other than in
respect to certain required consents regarding any amendments to the
Pooling and Servicing Agreement, the information requested with respect to
item 403 of Regulation S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows of no
transaction or series of transactions during the fiscal year ended
December 31, 1997, or any currently proposed transaction or series of
transactions, in an amount exceeding $60,000 involving the Registrant in
which the Certificateholders identified in Item 12(a) had or will have a
direct or indirect material interest. There are no persons of the types
described in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
information required by Item 404(a)(3) of Regulation S-K is hereby
incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust does not have
management consisting of any officers or directors. Therefore, the
information required by item 404 of Regulation S-K is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust does not use
promoters. Therefore, the information required by item 404 of Regulation
S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following is a list of documents filed as part of this report:
EXHIBITS
Monthly Report to Certificateholders as to distributions made on October
27, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on November
25, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on December
26, 1997, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on January
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on February
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Monthly Report to Certificateholders as to distributions made on March
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
Annual Statements of Compliance by the Master Servicer dated March 31,
1998.
Independent Accountant's Report on Servicer's servicing activities is not
currently available and will be subsequently filed on Form 8.
(b) The following Reports on Form 8-K were filed during the last quarter
of the period covered by this Report:
Monthly Report to Certificateholders as to distributions made on January
26, 1998 filed with the Securities and Exchange Commission on Form 8-K on
March 31, 1998.
Monthly Report to Certificateholders as to distributions made on February
25, 1998 filed with the Securities and Exchange Commission on Form 8-K on
March 31, 1998.
Monthly Report to Certificateholders as to distributions made on March
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on March 31, 1998.
(c) The exhibits required to be filed by Registrant pursuant to Item
601 of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with respect
to subsidiaries or affiliates.
Supplemental information to be furnished with reports filed pursuant to
Section 15(d) by registrants which have not registered securities
pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other soliciting
material has been sent to Certificateholders, and the Registrant does not
contemplate sending any such materials subsequent to the filing of this
report.
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.
By: Bankers Trust Company of California, N.A.
not in its individual capacity but solely
as a duly authorized agent of the
Registrant pursuant to the Pooling and
Servicing Agreement, dated as of September
1, 1997.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 31, 1998
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Report to Certificateholders as to distributions made on
October 27, 1997 filed with the Securities and Exchange Commission
on Form 8-K on March 31, 1998.
1.2 Monthly Report to Certificateholders as to distributions made on
November 25, 1997 filed with the Securities and Exchange Commission
on Form 8-K on March 31, 1998.
1.3 Monthly Report to Certificateholders as to distributions made on
December 26, 1997 filed with the Securities and Exchange Commission
on Form 8-K on March 31, 1998.
1.4 Monthly Report to Certificateholders as to distributions made on
January 26, 1998 filed with the Securities and Exchange Commission
on Form 8-K on March 31, 1998.
1.5 Monthly Report to Certificateholders as to distributions made on
February 25, 1998 filed with the Securities and Exchange Commission
on Form 8-K on March 31, 1998.
1.6 Monthly Report to Certificateholders as to distributions made on
March 25, 1998 filed with the Securities and Exchange Commission on
Form 8-K on March 31, 1998.
1.7 Annual Statement of Compliance by the Master Servicer dated March 31,
1998.
1.8 Annual Statement of Compliance by the Master Servicer dated March 31,
1998.
1.9 The Pooling and Servicing Agreement of the Registrant dated as of
September 1, 1997 (hereby incorporated herein by reference and filed
as part of the Registrant's Current Report on Form 8-K filed with
Securities and Exchange Commission on September 30, 1997).
OFFICER'S CERTIFICATE
Re: BA Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series
1997-2 REMIC - Inv. No. S57-002
Pursuant to Section 3.17 of the Pooling and Servicing Agreement dated as
Of August 1, 1997 among BA Mortgage Securities, Inc., Bank of America, FSB Bank
of America National Trust and Savings Association (the "Bank") and Bankers
Trust Company of California, N.A., the undersigned hereby certifies that (I) a
review of the activities of the Bank during the year 1997 and of performance
under said Agreement has been made under her supervision, and (II) to the best
of her knowledge, based on such review, the Bank has fulfilled all its
material obligations under said Agreement in all material aspects throughout
such year.
Bank of America National Trust and Savings Association
Authorized Signature
/S/
Date: March 31, 1998
Deborah Howard
Group Operations Manager
OFFICER'S CERTIFICATE
Re: BA Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series
1997-2 REMIC
Pursuant to Section 3.17 of the Pooling and Servicing Agreement dated as
Of August 1, 1997 among BA Mortgage Securities, Inc., Bank of America, FSB Bank
of America National Trust and Savings Association (the "Bank") and Bankers
Trust Company of California, N.A., the undersigned hereby certifies that (I) a
review of the activities of the Bank during the year 1997 and of performance
under said Agreement has been made under her supervision, and (II) to the best
of her knowledge, based on such review, the Bank has fulfilled all its
material obligations under said Agreement in all material aspects throughout
such year.
Bank of America, Federal Savings Bank
Authorized Signature
/S/
Date: March 31, 1998
Sean Clevenger
Vice President