SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 15, 1997
Date of Report (Date of Earliest Event Reported)
Headlands Mortgage Securities Inc.
(as Sponsor of the Headlands Home Equity Loan Trust
1997-1 Revolving Home Equity Loan Asset-Backed Notes, Series 1997-1)
HEADLANDS MORTGAGE SECURITIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-28031-1 68-0397342
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
700 Larkspur Landing Circle, Suite 240, Larkspur, CA 94939
(Address of Principal Executive Offices)
(415) 461-6790
(Registrant's Telephone Number,
Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. OTHER EVENTS
Headlands Mortgage Securities Inc. (the "Company") has
previously registered the offer and sale of the Headlands Home
Equity Loan Trust 1997-1 Revolving Home Equity Loan
Asset-Backed Notes Series, 1997-1 (the "Series 1997-1 Notes").
The following exhibit which relates specifically to the Series
1997-1 Notes is included with this Current Report:
Item 7(c). Exhibits
10.1 Monthly Payment Date Statement distributed
to holders of Series 1997-1 Notes dated
November 15, 1997.
<PAGE>
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 thereunto duly authorized.
Date: November 20, 1997
HEADLANDS MORTGAGE
SECURITIES INC.
By: /s/ Gilbert J. MacQuarrie
Gilbert J. MacQuarrie
Vice President, Treasurer and Secretary
(Principal Financial Officer and
and Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Page Number
10.1 Monthly Payment Date Statement distributed to holders
of Series 1997-1 Notes dated November 20, 1997............................5
<PAGE>
<TABLE>
<CAPTION>
==============================================================================================================================
HEADLANDS MORTGAGE SERVICING CERTIFICATE
==============================================================================================================================
<S> <C> <C> <C> <C>
REVOLVING HOME EQUITY LOAN LIBOR: 5.62500% Current Collection Period: 10-1-97 thru 10-31-97
ASSET-BACKED NOTES Margin: 0.18000% P&S Agreement Date: 8/1/97
SERIES 1997-1 Class A Note Rate: 5.80500% Original Closing Date: 8/21/97
Class S Note Rate: 1.25000% Distribution Date: 11/17/97
Interest Period 10/15/97 thru
11/16/97: 33 Record Date: 11/16/97
Weighted Average Loan Rate: 11.00580% Pool Factor: 99.4319065%
Weighted Average Net Loan Rate: 9.04830% Investor Floating Allocation 97.99967%
%:IFAP
Investor Fixed Allocation %: 98.00000%
Maximum Rate: 9.04830% Beginning Transferor Interest 2.00000%
Servicing Fee Rate: 0.50000% Spread Account Maximum 4%: 7,716,964.41
Premium Fee Rate: 0.20000% Required
Overcollaterialization Amt: 2,893,861.66
Trustee Fee 0.00750% Certificateholders
Subordinated Amt 3,859,110.37
==============================================================================================================================
BALANCES
Beginning Pool Balance 192,923,886.17
Beginning Invested Amount 189,065,000.00
Beginning Certificateholders Subordinated Principal Balance 4,299,213.28
Beginning Class A Note Balance -- CUSIP 188,624,897.09
Beginning Class S (Notional Amount) -- CUSIP 188,624,897.09
Overcollateralization Amount 1,074,066.04
Overcollateralization Loan Amount 0.00
Ending Pool Balance 188,614,875.58
Ending Invested Amount 189,065,000.00
Ending Certificateholders Subordinated Principal Balance 4,933,176.41
Certificateholders Subordinated Balance (TSA) 3,859,110.37
Ending Class A Note Balance -- CUSIP 187,990,933.96
Ending Class S (Notional Amount) -- 187,990,933.96
Additional Balances 4,301,973.79
Number of all Retransferred Mortgage Loans (Current Retransfer Date) 0
Retransferred Mortgage Loan Trust Balances (Current Retransfer Date) 0.00
Cumulative Number of all Retransferred Mortgage Loans (From Previous Distributions) 0
Cumulative Retransferred Mortgage Loan Trust Balances (From Previous Distributions) 0.00
Number of all Subsequent Mortgage Loans (Current Date) 110
Subsequent Mortgage Loan Asset Balance (Current Date) 4,308,569.63
Cumulative Number of all Subsequent Mortgage Loans 115
Cumulative Subsequent Mortgage Loan Asset Balance 4,682,011.12
Beginning Loan Count 5,105
Ending Loan Count 5,008
COLLECTION AMOUNTS
<PAGE>
1 Aggregate of All Mortgage Collections (Gross) 10,313,489.00
2 Total Mortgage Interest Collections (Gross) 1,702,504.62
Servicing Fees (current collection period) 80,384.95
Deferred Interest Transfer (DI) 306,053.13
3a Mortgage Principal Collections 8,610,984.38
3b Insurance Proceeds 0.00
3c Net Liquidation Proceeds 0.00
3 Total Mortgage Principal Collections 8,610,984.38
Aggregate of Transfer Deposits 0.00
Investor Loss Amount 0.00
Aggregate Investor Loss Reduction Amount 0.00
INVESTOR AND CERTIFICATEHOLDERS COLLECTIONS FOR DISTRIBUTION
Investor Interest Collections (Gross+DI -Service Fee)*IFAP 1,889,603.06
Investor Principal Collections (zero available until end of funding period) 0.00
Certificateholders Interest Collections 38,569.73
Certificateholders Principal Collections 0.00
DISTRIBUTION AMOUNTS
Class A Note Interest 5.01 (i) 1,003,720.23
Unpaid Class A Note Interest Shortfall (current cycle) 5.01(i) 0.00
Class S Note Interest 5.01 (ii) 216,132.69
Unpaid Class S Note Interest Shortfall (current cycle) 5.01 (ii) 0.00
Investor Loss Amount 5.01(iii) Distribution to Funding Account during Funding Period 0.00
Previous Investor Loss Amount 5.01(iv) 0.00
Monthly Insurance Premium 5.01(v) 34,581.23
Credit Enhancer Reimbursement 5.01(vi) 0.00
Accelerated Principal Distribution Amount 5.01(vii) 633,963.13
Spread Account Deposit 5.01(viii) 0.00
Trustee Fee 5.01 (ix) 1,205.77
Payment to Servicer per Section 7.03 5.01 (x) 0.00
Deferred Interest 5.01 (xi) 0.00
Remaining Amount to Transferor 5.01 (xii) 0.00
Total Noteholders Distribution Allocable to Interest 1,889,603.06
Maximum Principal Payment 8,438,764.69
Alternative Principal Payment 0.00
Guaranteed Principal Distribution Amount (afterTSA= zero) 0.00
Scheduled Principal Collection Payment 0.00
Accelerated Principal Distribution Amount 5.01(vii) 633,963.13
Total Noteholders Distribution Allocable to Principal 633,963.13
Certificateholders Interest Collections 38,569.73
Certificateholders Interest Collections 5.01 (xii) 0.00
Certificateholders Principal Collections Distribution to Funding Account during Funding
Period 0.00
Certificateholders Distribution Amount 38,569.73
LOSSES/RETRANSFERS
<PAGE>
Unpaid Class A Note Interest Shortfall Due (From Previous Distributions) 0.00
Unpaid Class S Note Interest Shortfall Due (From Previous Distributions) 0.00
Interest Earned on Shortfall @ applicable Certificate Rate 0.00
Investor Loss Reduction Amount (From Previous Distributions) 0.00
DISTRIBUTION TO NOTEHOLDERS (PER CERTIFICATE WITH A $1,000 DENOMINATION)
Total Class A Note Distribution Amount Allocable to Interest 5.3088633
Total Class S Note Distribution Amount Allocable to Interest 1.1431661
Unpaid Note Interest Shortfall Included in Current Distribution 0.0000000
Unpaid Note Interest Shortfall Remaining after Current Distribution (Carryover) 0.0000000
Total Class A Noteholders Distribution Amount Allocable to Principal 3.3531491
Scheduled Principal Collections Payment 0.0000000
Accelerated Principal Distribution Amount 3.3531491
Reimbursed Investor Loss Reduction Amounts Included in Current Distribution 0.0000000
Investor Loss Reduction Amounts after Current Distribution (carryover) 0.0000000
Total Amount Distributed to Class A Noteholders 8.6620123
Total Amount Distributed to Class S Noteholders 1.1431661
Total Amount Distributed to Noteholders 9.8051784
Credit Enhancement Draw Amount 0.00
DELINQUENCIES/FORECLOSURES
Number of Mortgages 31 to 60 Days Delinquent 37
Aggregate Principal Balances of Mortgages 31 to 60 Days Delinquent 1,337,784.20
Number of Mortgages 61 to 90 Days Delinquent 2
Aggregate Principal Balances of Mortgages 61 to 90 Days Delinquent 42,020.26
Number of Mortgages 91 to 180 or more Days Delinquent 1
Aggregate Principal Balances of Mortgages 91 to 180 or more Days Delinquent 45,500.00
Number of Mortgages 181 or more Days Delinquent 0
Aggregate Principal Balances of Mortgages 181 or more Days Delinquent 0.00
Number of Mortgage Loans in Foreclosure 2
Aggregate Principal Balances of Mortgage Loans in Foreclosure 121,721.52
Book Value of Real Estate Acquired Through Foreclosure or Grant of a Deed 0.00
Aggregate Trust Balances of any Liquidated Loans in the Current Month 0.00
==============================================================================================================================
Prior Month Ending Balance after Purchase of Subsequent Loans: 224.20
Current Funding Accout Deposits: 4,309,010.58
Withdrawal for Subsequent Loan Purchase: (4,308,569.63)
Funding Account Ending Balance: 665.15
Funding Account Earnings: 0.90
Funding Period: From Closing Date thru the earlier of (a) 9/15/98 or (b) commencement of Rapid Amortization Period
Beginning Spread Account Principal Balance: (total cash available to CapMAC) 964,620.55
Spread Account Deposit (this distribution): 0.00
<PAGE>
Ending Spread Account Principal Balance: (total cash available to CapMAC) 964,620.55
Total Spread Account: 5,897,796.96
Net Excess Spead: 3.249%
Deferred Interest Deposits:
Deferred Interest Account Balance: 5,828.46
OFFICER'S CERTIFICATE
All Computations reflected in this Servicer Certificate were made in
conformity with the Pooling and Servicing Agreement.
The Attached Servicing Certificate is true and correct in all
material respects.
-----------------------------------------------------
A Servicing Officer Debora M. Toso
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
=====================================================================================================================
HEADLANDS MORTGAGE STATEMENT TO NOTEHOLDERS
=====================================================================================================================
<S> <C> <C> <C> <C>
REVOLVING HOME EQUITY LOAN LIBOR: 5.62500% Current Collection Period: 10-1-97 thru 10-31-97
ASSET-BACKED NOTES Margin: 0.18000% P&S Agreement Date: 8/1/97
SERIES 1997-1 Class A Note Rate: 5.80500% Original Closing Date: 8/21/97
Class S Note Rate: 1.25000% Distribution Date: 11/17/97
Interest Period 10/15/97
thru 11/16/97: 33 Record Date: 11/16/97
Weighted Average Loan Rate: 11.00580% Investor Floating
Allocation %: 97.99967%
Weighted Average Net Loan
Rate: 9.04830% Investor Fixed Allocation %: 98.00000%
Maximum Rate: 9.04830% Pool Factor: 99.4319065%
=====================================================================================================================
BALANCES
Beginning Pool Balance 192,923,886.17
Beginning Invested Amount 189,065,000.00
Beginning Class A Note Balance -- CUSIP 188,624,897.09
Beginning Class S Note Balance (Notional Amount) -- CUSIP 188,624,897.09
Ending Pool Balance 188,614,875.58
Ending Invested Amount 189,065,000.00
Certificateholders Subordinated Balance (TSA) 3,859,110.37
Ending Class A Note Balance -- CUSIP 187,990,933.96
Ending Class S Note Balance (Notional Amount) -- CUSIP 187,990,933.96
Additional Balances 4,301,973.79
Number of all Retransferred Mortgage Loans (Current Retransfer Date) 0
Retransferred Mortgage Loan Trust Balances (Current Retransfer Date) 0.00
Cumulative Number of all Retransferred Mortgage Loans (From Previous Distributions) 0
Cumulative Retransferred Mortgage Loan Trust Balances (From Previous Distributions) 0.00
Number of all Subsequent Mortgage Loans (Current Date) 110
Subsequent Mortgage Loan Asset Balance (Current Date)
4,308,569.63
Cumulative Number of all Subsequent Mortgage Loans 115
Cumulative Subsequent Mortgage Loan Asset Balance
4,682,011.12
Beginning Loan Count
5,105
Ending Loan Count
5,008
DISTRIBUTION AMOUNTS
Total Investor Noteholders Distribution Amount
1,853,816.06
Class A Note Interest
1,003,720.23
Unpaid Class A Note Interest Shortfall (current cycle) 0.00
Investor Loss Amount 0.00
<PAGE>
Previous Investor Loss Amount 0.00
Accelerated Principal Distribution Amount 5.01(vii) (if Invested Amount exceeds Class A) 633,963.13
Scheduled Principal Collection Payment 0.00
Total Class A Note Distribution--CUSIP 1,637,683.36
Class S Note Interest 216,132.69
Unpaid Class S Note Interest Shortfall (current cycle) 0.00
Total Class S Note Distribution--CUSIP 216,132.69
LOSSES/RETRANSFERS
Unpaid Class A Note Interest Shortfall Due (From Previous Distributions) 0.00
Unpaid Class S Note Interest Shortfall Due (From Previous Distributions) 0.00
Interest Earned on Shortfall @ applicable Certificate Rate 0.00
Investor Loss Reduction Amount (From Previous Distributions) 0.00
DISTRIBUTION TO NOTEHOLDERS (PER CERTIFICATE WITH A $1,000 DENOMINATION)
Total Class A Note Distribution Amount Allocable to Interest 5.3088633
Total Class S Note Distribution Amount Allocable to Interest 1.1431661
Unpaid Noteholders Interest Shortfall Included in Current Distribution 0.0000000
Unpaid Noteholders Interest Shortfall Remaining after Current Distribution (Carryover) 0.0000000
Total Class A Note Distribution Amount Allocable to Principal 3.3531491
Scheduled Principal Collections Payment 0.0000000
Accelerated Principal Distribution Amount 3.3531491
Reimbursed Investor Loss Reduction Amounts Included in Current Distribution 0.0000000
Investor Loss Reduction Amounts after Current Distribution (carryover) 0.0000000
Total Amount Distributed to Class A Noteholder 8.6620123
Total Amount Distributed to Class S Noteholder 1.1431661
Total Amount Distributed to Noteholders 9.8051784
Credit Enhancement Draw Amount 0.00
Class A Service Fee 78,593.71
DELINQUENCIES/FORECLOSURES
Number of Mortgages 31 to 60 Days Delinquent 37
Aggregate Principal Balances of Mortgages 31 to 60 Days Delinquent
1,337,784.20
Number of Mortgages 61 to 90 Days Delinquent 2
Aggregate Principal Balances of Mortgages 61 to 90 Days Delinquent
42,020.26
Number of Mortgages 91 to 180 or more Days Delinquent 1
Aggregate Principal Balances of Mortgages 91 to 180 or more Days Delinquent
45,500.00
<PAGE>
Number of Mortgages 181 or more Days Delinquent 0
Aggregate Principal Balances of Mortgages 181 or more Days Delinquent 0.00
Number of Mortgage Loans in Foreclosure 2
Aggregate Principal Balances of Mortgage Loans in Foreclosure
121,721.52
Book Value of Real Estate Acquired Through Foreclosure or Grant of a Deed 0.00
Aggregate Trust Balances of any Liquidated Loans in the Current Month 0.00
Class A Rate for next
Distribution LIBOR 5.68750% 5.86750%
=====================================================================================================================
Spread Account Balance:
964,620.55
Spread Account Transfer to Collection Account: 0.00
</TABLE>
