SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) / x /ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR / /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission File No.: 033-78368 Financial Asset Securitization, Inc., Mortgage Participation Securities, Series 1997-02 Trust (Exact name of registrant as specified in its charter) NY Pending (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) No.) c/o Norwest Bank Minnesota, N.A. 7485 New Horizon Way Frederick, Maryland 21703 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (301) 696-7900 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 (Section 229.405 of this chapter) 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 State the aggregate market value of the voting stock held by non- affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405.) Not Applicable Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not Applicable PART I Item 1. Business. Omitted Item 2. Properties. See Item 14(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. Item 3. Legal Proceedings. The registrant knows of no material pending legal proceedings involving the trusts created under the Pooling Agreement (the "Trusts"), the Trustee, the Servicer or the registrant with respect to the Trusts other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. (Subsection references herein refer to Section 201 of Regulation S-K.) (a) No established public trading market for the Certificates exists. (b) As of December 31, 1997, the number of holders of the publicly offered Certificates was 3. (c) Omitted. Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. Item 8. Financial Statements and Supplementary Data. See Item 14(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. Not applicable. Item 13. Certain Relationships and Related Transactions. Not applicable. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Exhibits 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1997. No exhibit will be attached as the holdings of the trust are restricted to securities only. The Annual Report of Independent Public Accountants is inapplicable as a result. 99.2 Annual Statement of Compliance with obligations Under the Pooling Agreement or servicing agreement as applicable. No exhibit will be attached as the holdings of the trust are restricted to securities only. The Annual Report of Independent Public Accountants is inapplicable as a result. 99.3 Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) No reports on Form 8-K have been filed during the last quarter of the period covered by this report. (c) Not applicable. (d) Omitted. 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: Financial Asset Securitization, Inc., Mortgage Participation Securities, Series 1997-02 Trust Signed Norwest Bank Minnesota, N.A. as Trustee By: Sherri J. Sharps By: /s/Sherri J. Sharps Title: Vice President Dated: March 20, 1998 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 (a)(1) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions. (a)(2) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders.