-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D7TfvL2SFhtbnVB9rnYYyk1FLa+2MysuYeKdFHmlVkcholNkJnCMR707bzZ0RxOO 6ypq3NhBeB05PTOBQTPfOA== 0000882377-99-000199.txt : 19990416 0000882377-99-000199.hdr.sgml : 19990416 ACCESSION NUMBER: 0000882377-99-000199 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990415 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMH ASSETS CORP IMPAC CMB TRUST SERIES 1999-1 CENTRAL INDEX KEY: 0001080699 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 330705301 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 333-60707-01 FILM NUMBER: 99594516 BUSINESS ADDRESS: STREET 1: 20371 IRVINE AVE STREET 2: SUITE 200 CITY: SANTA ANA HEIGHTS STATE: CA ZIP: 92707 BUSINESS PHONE: 7145560122 MAIL ADDRESS: STREET 1: 20371 IRVINE AVENUE STREET 2: SUITE 200 CITY: SANTA ANA HEIGHTS STATE: CA ZIP: 92707 8-K/A 1 IMH ASSETS CORP. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A The original 8-K has been amended by this 8-K/A to provide updated financial information. CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 1999 IMH ASSETS CORP. (as depositor under a Series 1999-1 Indenture dated as of February 26, 1999, providing for, among other things, the issuance of Collateralized Asset-Backed Bonds Series 1999-1) IMH ASSETS CORP. ------------------------------------------- (Exact name of Issuer as specified in its charter) CALIFORNIA 333-60707 33-0705301 - ---------------------------- ----------- ---------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 20371 Irvine Avenue Santa Ana Heights, California 92707 ----------------------------- ---------- (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code, is (714) 556-0122 ================================================================================ Item 5. OTHER EVENTS. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable (b) Not applicable (c) Exhibits: 25.1. Statement of eligibility of LaSalle National Bank on Form T-1 under the Trust Indenture Act of 1939 of a Corporation designated to act as Trustee. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IMH ASSETS CORP. By: /s/ RICHARD J. JOHNSON -------------------------- Name: Richard J. Johnson Title: Chief Financial Officer Dated: April 15, 1999 EXHIBIT INDEX Item 601 (a) of Sequentially Exhibit Regulation S-K Numbered Number Exhibit No. Description ------ ----------- ----------- 1 25.1 Form T-1 EX-25.1 2 STATEMENT OF ELIGIBILITY OF TRUSTEE EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE -------------------- LASALLE NATIONAL BANK (Exact name of trustee as specified in its charter) 36-1521370 (I.R.S. Employer Identification No.) 135 South LaSalle Street, Suite 1625 Chicago, Illinois 60674 (Address, including zip code, of principal executive offices) -------------------- Mr. Robert K. Quinn Senior Vice President and General Counsel Telephone: (312) 443-2010 135 South LaSalle Street Chicago, Illinois 60603 (Name, address and telephone number of agent for service) -------------------- IMH ASSETS CORP. (Exact name of obligor as specified in its charter) DELAWARE 33-0705301 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) IMH Assets Corp. 20371 Irvine Ave., Suite 200 Santa Ana Heights, California 92707 (Address, including zip code, of registrant's Principal Executive Offices) -------------------- IMPAC CMB TRUST 1999-1 COLLATERALIZED ASSET-BACKED BONDS (Title of the indenture securities) -5- ITEM 1. GENERAL INFORMATION Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. 1. Comptroller of the Currency, Washington D.C. 2. Federal Deposit Insurance Corporation, Washington, D.C. 3. The Board of Governors of the Federal Reserve Systems, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. Neither the obligor nor any underwriter for the obligor is an affiliate of the trustee. ITEM 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as to each class of voting securities of the trustee: Not applicable ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: (a) Title of the securities outstanding under each other indenture. Not applicable (b) A brief statement of the facts relied upon as a basis for the claim that no -6- conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. Not applicable ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Not applicable ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner and executive officer of the obligor. Not applicable ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter. Not applicable ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: Not applicable ITEM 9. SECURITIES OF THE UNDERWRITER OWNED OR HELD BY THE TRUSTEE. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so -7- owned or held by the trustee. Not applicable ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person. Not applicable ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee. Not applicable ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. If the obligor is indebted to the trustee, furnish the following information. Not applicable ITEM 13. DEFAULTS BY THE OBLIGOR. a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. Not applicable b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. -8- Not applicable ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate of the trustee, describe each such affiliation. Not applicable ITEM 15. FOREIGN TRUSTEE. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified. Not applicable ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility and qualification. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. -9- SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, LaSalle National Bank, a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois, on the 15th day of April 1999. LaSalle National Bank By: /s/ Cynthia Reis --------------------- Cynthia Reis Vice President -10- EXHIBIT 7 Latest Report of Condition of Trustee published pursuant to law or the requirement of its surviving or examining authority.
LaSalle National Bank Call Date: 12/31/96 ST-BK: 17-1520 FFIEC 031 135 South LaSalle Street Page RC-1 Chicago, IL 60603 Vendor ID: D CERT: 15407 11
Transit Number: 71000505 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS 1.Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) b. Interest-bearing balances (2) 2.Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) b. Available-for-sale securities (from Schedule RC-B, column D) 3.Federal funds sold and securities purchased under agreements to resell 4.Loans and lease financing receivables: a. Loans and leases, net of unearned income RCFD ---- (from Schedule RC-C) 2122 14,898,866 b. LESS: Allowance for loan and lease losses 3123 276,455 c. LESS: Allocated transfer risk reserve 3128 0 d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) 5.Trading assets (from Schedule RC-D) 6.Premises and fixed assets (including capitalized leases) 7.Other real estate owned (from Schedule RC-M) 8.Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 9.Customers' liability to this bank on acceptances outstanding 10.Intangible assets (from Schedule RC-M) 11.Other assets (from Schedule RC-F) 12.Total assets (sum of items 1 through 11)
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS 1.Cash and balances due from depository institutions (from Schedule RC-A): RCFD a. Noninterest-bearing balances and currency and coin (1) 0081 966,803 1.a b. Interest-bearing balances (2) 0071 3,418 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 678,615 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 5,143,518 2.b 3.Federal funds sold and securities purchased under agreements to resell 1350 167,550 3. 4.Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RC-C) 4.a b. LESS: Allowance for loan and lease losses 4.b c. LESS: Allocated transfer risk reserve 4.c d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 14,622,411 4.d 5.Trading assets (from Schedule RC-D) 3545 178,130 5. 6.Premises and fixed assets (including capitalized leases) 2145 114,902 6. 7.Other real estate owned (from Schedule RC-M) 2150 1,733 7. 8.Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 0 8. 9.Customers' liability to this bank on acceptances outstanding 2155 8,932 9. 10.Intangible assets (from Schedule RC-M) 2143 18,383 10. 11.Other assets (from Schedule RC-F) 2160 541,002 11. 12.Total assets (sum of items 1 through 11) 2170 22,445,397 12. 22,445,397
- ----------------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading.
LaSalle National Bank Call Date: 12/31/98 ST-BK: 17-1520 FFIEC 031 135 South LaSalle Street Page RC- 2 Chicago, IL 60603 Vendor ID: D CERT: 15407 12
Transit Number: 71000505
SCHEDULE RC - CONTINUED Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of RCON columns A and C from Schedule RC-E, part I) ---- 2200 RCON ---- (1) Noninterest-bearing (1) 6631 2,713,224 (2) Interest-bearing 6636 7,654,864 b. In foreign offices, Edge and Agreement subsidiaries, and RCFN IBFs (from Schedule RC-E, part II) 2200 RCFN ---- (1) Noninterest-bearing 6631 0 (2) Interest-bearing 6636 2,416,052 RCFD ---- 14.Federal funds purchased and securities sold under agreements to repurchase 2800 RCON ---- 15. a. Demand notes issued to the U.S. Treasury 2840 RCFD ---- b. Trading liabilities (from Schedule RC-D) 3548 16.Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): a. With a remaining maturity of one year or less 2332 b. With a remaining maturity of more than one year through three years A547 c. With a remaining maturity of more than three years A548 17. Not applicable. 18.Bank's liability on acceptances executed and outstanding 2920 19.Subordinated notes and debentures (2) 3200 20.Other liabilities (from Schedule RC-G) 2930 21.Total liabilities (sum of items 13 through 20) 2948 22. Not applicable. EQUITY CAPITAL RCFD ---- 23.Perpetual preferred stock and related surplus 3838 24.Common stock 3230 25.Surplus (exclude all surplus related to preferred stock) 3839 26. a. Undivided profits and capital reserves 3632 b. Net unrealized holding gains (losses) on available-for-sale securities 8434 27.Cumulative foreign currency translation adjustments 3284 28.Total equity capital (sum of items 23 through 27) 3210 29.Total liabilities and equity capital (sum of items 21 and 28) 3300 MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. 1.Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent RCFD external auditors as of any date during 1997 ---- 6724
Dollar Amounts in Thousands - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) 10,368,088 13.a (1) Noninterest-bearing (1) 13.a.1 (2) Interest-bearing 13.a.2 10,368,088 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) 2,416,052 13.b (1) Noninterest-bearing 13.b.1 (2) Interest-bearing 13.b.2 14.Federal funds purchased and securities sold under agreements to repurchase 4,004,307 14. 15. a. Demand notes issued to the U.S. Treasury 221,884 15.a b. Trading liabilities (from Schedule RC-D) 75,907 15.b 16.Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): a. With a remaining maturity of one year or less 2,870,718 16.a b. With a remaining maturity of more than one year through three years 11,399 16.b c. With a remaining maturity of more than three years 43,800 16.c 17. Not applicable. 18.Bank's liability on acceptances executed and outstanding 8,932 18. 19.Subordinated notes and debentures (2) 541,000 19. 20.Other liabilities (from Schedule RC-G) 503,865 20. 21.Total liabilities (sum of items 13 through 20) 21,065,952 21. 21,065,952 22. Not applicable. EQUITY CAPITAL 23.Perpetual preferred stock and related surplus 0 23. 24.Common stock 26,911 24. 25.Surplus (exclude all surplus related to preferred stock) 351,756 25. 26. a. Undivided profits and capital reserves 976,355 26.a b. Net unrealized holding gains (losses) on available-for-sale securities 24,423 26.b 27.Cumulative foreign currency translation adjustments 0 27. 28.Total equity capital (sum of items 23 through 27) 1,379,445 28. 1,379,445 29.Total liabilities and equity capital (sum of items 21 and 28) 22,445,397 29. MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. 1.Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent Number external auditors as of any date during 1997 ------ N/A M.1
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other with generally accepted auditing standards by a certified external auditors (may be required by state chartering public accounting firm which submits a report on the bank authority) 2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external conducted in accordance with generally accepted auditing auditors standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by submits a report on the consolidated holding company (but external auditors not on the bank separately) 7 = Other audit procedures (excluding tax preparation work) 3 = Directors' examination of the bank conducted in accordance 8 = No external audit work with generally accepted auditing standards by a certified public accounting firm (may be required by state charter- ing authority)
- ----------------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. -----END PRIVACY-ENHANCED MESSAGE-----