Item 2. Properties.
See Exhibits 1(a) and 1(b): Annual Statements as to Compliance
Item 3.
Item 3. Legal Proceedings.
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Page 2 of 16
Part II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
a. There is no established public trading market for Registrant's Senior Certificates.
b. As to Registrant's Class A-1 Senior Certificates, there are four holders of record; as to Registrant's Class A-2 Senior Certificates, there is one holder of record.
Item 6.
Item 6. Selected Financial Data.
Not applicable pursuant to the SEC No-Action Letter.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not applicable pursuant to the SEC No-Action Letter.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Exhibit 2: Independent Accountant's Annual Report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Page 3 of 16
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not applicable pursuant to the SEC No-Action Letter.
Item 11.
Item 11. Executive Compensation.
Not applicable pursuant to the SEC No-Action Letter.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
a. Holder of record of more than five percent of Registrant's Class A-1 Senior Certificates:
CEDE & CO. c/o Depository Trust Company Attn: Dividend Announcements 7 Hanover Square, 22nd Floor New York, New York 10004
Percent of class owned: 99.9%
b. Holder of record of more than five percent of Registrant's Class A-2 Senior Certificates:
CEDE & CO. c/o Depository Trust Company Attn: Dividend Announcements 7 Hanover Square, 22nd Floor New York, New York 10004
Percent of class owned: 100%
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable pursuant to the SEC No-Action Letter.
Page 4 of 16
Part IV
Item. 14. Exhibits, Financial Statement Schedules, and Reports on Form 10-K.
Exhibit 1(a): Annual Statement of Compliance sent to Bankers Trust Company.
Exhibit 1(b): Annual Statement of Compliance sent to Financial Security Assurance, Inc. 1
Exhibit 2: Independent Accountant's Annual Report.1
Exhibit 3: Powers of Attorney:
Thomas J. Cusack 5 Kent L. Colwell John A. Fibiger Richard H. Finn 3 David E. Gooding 2 Edgar H. Grubb 2 Frank C. Herringer 2 Richard N. Latzer 2 Charles E. LeDoyen 2 Karen MacDonald 1 Gary U. Rolle' 2 James B. Roszak 2 William E. Simms 2 Nooruddin S. Veerjee Robert A. Watson 1
Page 5 of 16
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.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
Dated: March ____, 1996 By: Alan T. Cunningham Vice President
Page 6 of 16
Signature Title Date
* Investment Officer March 15, 1996 Kent L. Colwell and Director
* President, March 15, 1996 Thomas J. Cusack Chief Executive Officer and Director
Executive Vice President, March 15, 1996 James W. Dederer General Counsel, Corporate Secretary and Director
* Chairman March 15, 1996 John A. Fibiger and Director
* Director March 15, 1996 Richard H. Finn
* Executive Vice President, March 15, 1996 David E. Gooding Chief Information Officer and Director
* Director March 15, 1996 Edgar H. Grubb
* Director March 15, 1996 Frank C. Herringer
* Chief Investment Officer March 15, 1996 Richard N. Latzer and Director
* President, Structured March 15, 1996 Charles E. LeDoyen Settlements Division and Director
* Senior Vice President, March 15, 1996 Karen MacDonald Corporate Actuary and Director
Page 7 of 16
* Chief Investment Officer March 15, 1996 Gary U. Rolle' and Director
* President, Life Insurance March 15, 1996 James B. Roszak Division, Chief Marketing Office and Director
* President, Reinsurance March 15, 1996 William E. Simms Division, and Director
* President, Group Pension March 15, 1996 Nooruddin S. Veerjee Division, and Director
* Director March 15, 1996 Robert A. Watson
* By James W. Dederer Attorney-in-Fact
Page 8 of 16
Supplemental Information To Be Furnished With Reports Filed Pursuant To Section 15 (d) Of The Securities Exchange Act Of 1934 By Registrants Which Have Not Registered Securities Pursuant To Section 12 Of The Act
No annual report or proxy material has been sent to the holders of Registrant's Senior Certificates.
Page 9 of 16
Exhibit Index
Exhibit 1(a) Annual Statement of Compliance sent to Bankers Trust Company Page 11
Exhibit 1(b) Annual Statement of Compliance sent to Financial Security Assurance, Inc. Page 12
Exhibit 2 Independent Accountant's Annual Report Page 13
Exhibit 3 Power of Attorney of Robert A. Watson Page 15
Exhibit 4 Power of Attorney of Karen MacDonald Page 16
Page 10 of 16
February 1, 1996
VIA FEDERAL EXPRESS
Mr. Steve Hessler Assistant Vice President Bankers Trust Company Four Albany Street, 7th Floor New York, New York 10006
Re: Commercial Mortgage Pass-Through Certificate Trust Created by Transamerica Occidental Life Insurance Company Under a Pooling and Servicing Agreement dated as of May 22, 1989; Annual Statement of Compliance of Transamerica Occidental Life Insurance Company
We, the undersigned, are duly appointed servicing officers of Transamerica Occidental Life Insurance Company ("TOLIC"), the servicer of the above referenced Commercial Mortgage Pass-Through Certificate Trust (the "Trust"), and we each hereby certify as follows:
1.) A review of the activities of TOLIC as servicer of the Trust during the period beginning January 1, 1995 and continuing to and including December 31, 1995, and of TOLIC's performance under the Pooling and Servicing Agreement, dated as of May 22, 1989, between TOLIC and Security Pacific National Trust Company (New York) (the "Agreement"), as related to the Trust, has been made under our supervision; and
2. To the best of our knowledge, based on our review, TOLIC has fulfilled all of its obligations under the Agreement during the period beginning January 1, 1995 and continuing to and including December 31, 1995, and there has not been any default on TOLIC's part in the fulfillment of such obligations.
Sincerely,
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By:_______________________
Sally S. Yamada Servicing Officer
By:_______________________
Wayne K. Nakano Servicing Officer
Exhibit 1(a) Page 11 of 16
February 1, 1996
VIA FEDERAL EXPRESS
Mr. Joshua Brain Managing Director Surveillance Department Financial Security Assurance, Inc. 350 Park Avenue, 12th Floor New York, New York 10022
Re: Commercial Mortgage Pass-Through Certificate Trust Created by Transamerica Occidental Life Insurance Company Under a Pooling and Servicing Agreement dated as of May 22, 1989; Annual Statement of Compliance of Transamerica Occidental Life Insurance Company
Dear Mr. Brain:
We, the undersigned, are duly appointed servicing officers of Transamerica Occidental Life Insurance Company ("TOLIC"), the servicer of the above referenced Commercial Mortgage Pass-Through Certificate Trust (the "Trust"), and we each hereby certify as follows:
1.) A review of the activities of TOLIC as servicer of the Trust during the period beginning January 1, 1995 and continuing to and including December 31, 1995, and of TOLIC's performance under the Pooling and Servicing Agreement, dated as of May 22, 1989, between TOLIC and Security Pacific National Trust Company (New York) (the "Agreement"), as related to the Trust, has been made under our supervision; and
2.) To the best of our knowledge, based on our review, TOLIC has fulfilled all of its obligations under the Agreement during the period beginning January 1, 1995 and continuing to and including December 31, 1995, and there has not been any default on TOLIC's part in the fulfillment of such obligations.
Sincerely,
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By:____________________ Sally S. Yamada Servicing Officer
By:_____________________ Wayne K. Nakano Servicing Officer
Exhibit 1(b) Page 12 of 16
February 14, 1996
Transamerica Occidental Life Insurance Company Los Angeles, California
Bankers Trust Company New York, New York
Financial Security Assurance, Inc. New York, New York
We have audited the combined balance sheet of Transamerica Life Companies as of December 31, 1995, and the related statements of income, changes in shareholder s equity, and cash flows for the year then ended, and have issued our report thereon dated February 14, 1996. Our audit was made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances.
In addition to the audit referred to above and pursuant to Section 3.18 of the Pooling and Servicing Agreement (the Agreement ) dated May 22, 1989 between Transamerica Occidental Life Insurance Company (the Seller and Servicer ) and Bankers Trust Company (the successor to Bank America National Trust Company) (the Trustee ), we have performed specific procedures as described herein. We have not performed any procedures, except those described below, related to those Mortgage Loans serviced by sub-servicers which, since January 1, 1995, has been all of the mortgage loans subject to the Agreement. The specific procedures performed by us are described below.
Terms used but not defined herein shall have the meaning given to them in the Agreement or in Amendment No. 3 to Form S-11 Registration Statement under the Securities Act of 1933, dated June 6, 1989, related to the Seller s Senior Commercial Mortgage Pass-Through Certificates, Series 1989-1.
1. With respect to the eight full prepayments received during the period from January 1, 1995 to December 31, 1995, we determined that:
a. The full prepayment was accurately calculated as to principal and interest by recalculating the loan s amortization schedule included in the mortgage loan contract.
b. The full prepayment was remitted to the Trustee on a timely basis.
2. We observed the Servicer s procedures for monitoring delinquent monthly payments, identifying defaults, and arranging for substitutions of other qualifying mortgage loans or eligible investments as required by the Agreement.
3. Except for the calculations in the Mortgage Payments Reports, included in the Distribution Date Statements, we tested, without exception, the calculations made by the Servicer in connection with the preparation of the March 31, June 30, and December 31, 1994 Distribution Date Statements.
Exhibit 2 Page 13 of 16
In connection with our audit referred to in the first paragraph of this letter and the specific procedures described above, nothing came to our attention that, in our opinion, would be required to be reported pursuant to Section 3.18 of the Agreement.
It should be understood that we make no representations regarding questions of legal interpretation or the sufficiency for your purposes of the foregoing procedures.
This letter is solely for the information of the addressees and it is not to be used, circulated, quoted or otherwise referred to for any other purpose, including but not limited to, the registration, purchase or sale of securities, nor is it to be referred to in whole or in part in any document without our prior written consent.
Los Angeles, California
Page 14 of 16
POWER OF ATTORNEY
The undersigned director of Transamerica Occidental Life Insurance Company, a California corporation (the "Company"), hereby constitutes and appoints Aldo Davanzo, James Dederer, Charles E. LeDoyen and David E. Gooding and each of the (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution to each, for him or her and on his or her behalf and in his or her name, place and stead, to execute and file the annual report on Form 10-K, pursuant to Section 13 of the Securities and Exchange Act of 1934, with respect to the Senior Commercial Mortgage Pass-Through Certificates, Series 1989-1, File no. 33-23781, created by Transamerica Occidental Life Insurance Company under a Pooling and Servicing Agreement dated as of May 22, 1989, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said empowered to act with or without the others or other, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand, this ______ day of January, 1996.
----------------------------- Robert A. Watson Exhibit 3 Page 15 of 16
POWER OF ATTORNEY
The undersigned director of Transamerica Occidental Life Insurance Company, a California corporation (the "Company"), hereby constitutes and appoints Aldo Davanzo, James Dederer, Charles E. LeDoyen and David E. Gooding and each of the (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution to each, for him or her and on his or her behalf and in his or her name, place and stead, to execute and file the annual report on Form 10-K, pursuant to Section 13 of the Securities and Exchange Act of 1934, with respect to the Senior Commercial Mortgage Pass-Through Certificates, Series 1989-1, File no. 33-23781, created by Transamerica Occidental Life Insurance Company under a Pooling and Servicing Agreement dated as of May 22, 1989, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said empowered to act with or without the others or other, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them, may do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand, this ______ day of January, 1996.
----------------------------- Karen MacDonald
Exhibit 4 Page 16 of 16