FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) <checked-box>ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR <square>TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 1-8824 VANDERBILT MORTGAGE AND FINANCE, INC. SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1994-A (Exact name of registrant as specified in its charter) Tennessee 62-0997810 (State of incorporation) (I.R.S. Employer Identification Number) 4726 Airport Highway Louisville, TN 37777 33-80304 (Address of principal executive offices) (commission File Number) Registrant's telephone number, including area code:423-970-7200 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 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 report(s), 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 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. [] VANDERBILT MORTGAGE AND FINANCE, INC. PART I ITEM 3. LEGAL PROCEEDINGS. No material legal proceedings are pending other than routine litigation incidental to the business of the Company. The company believes that such proceedings will not have any material adverse effect on it or its operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to shareholders during the last quarter of the fiscal year. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. (a)The principal market for the Certificates is the over the counter market. (b)As of March 15, 1996 there were: <TABLE> <CAPTION> NUMBER OF HOLDERS CLASS OF CERTIFICATES <S> <C> 10 A-1 5 A-2 15 A-3 4 A-4 1 B-1 </TABLE> ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND FORM 8-K. (a)The Annual Statement of compliance and Independent Accountant's Annual Servicing Report are attached. (b)Reports on Form 8-K. DATES ITEMS REPORTED FINANCIAL STATEMENTS FILED 01/12/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 02/13/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 03/13/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 04/12/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 05/12/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 06/12/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 07/12/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 08/11/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 09/12/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 10/12/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 11/13/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. 12/12/95 Chemical Bank, as Trustee, made the monthly None distribution to the holders of the Vanderbilt Mortgage and Finance, Inc. Manufactured Housing Senior/Subordinated certificates, Series 1994-A. (c) 3.1 *,** Articles of Incorporation 3.2 *,** By-Laws 4.1 ** Pooling and Servicing Agreement, including form of Certificates 4.2 * Form of Limited Guarantee * Previously filed pursuant to Registration Statement on form S-3 (Commission file number 33-80304) and incorporated by reference thereto. ** Previously filed pursuant to form 8-K, dated August 11, 1994, and incorporated by reference thereto. 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, in the City of Knoxville, State of Tennessee, on June 12, 1995. Vanderbilt Mortgage and Finance, Inc. By:/s/ Kevin C. Clayton Kevin C. Clayton President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated. s/ Kevin C. Clayton June 12, 1995 President (Principal Executive Officer and Director) s/David R. Jordan June 12, 1995 Controller, Acting Principal Financial Officer (Principal Accounting Officer) s/Joseph H. Stegmayer June 12, 1995 Executive Vice President and Director s/James L. Clayton June 12, 1995 Director