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
December 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 Number) (I.R.S. Employer
of Incorporation) 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
December 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: December 26, 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 December 15, 1997...................5
<PAGE>
EXHIBIT 10.1
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HEADLANDS MORTGAGE SERVICING CERTIFICATE
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<TABLE>
<S> <C> <C> <C>
REVOLVING HOME EQUITY LOAN LIBOR: 5.68750% Current Collection Period: 11-1-97 thru 11-30-97
ASSET-BACKED NOTES Margin: 0.18000% P&S Agreement Date: 8/1/97
SERIES 1997-1 Class A Note Rate: 5.86750% Original Closing Date: 8/21/97
Class S Note Rate: 1.25000% Distribution Date: 12/15/97
Interest Period 11/17/97 thru 28 Record Date: 12/14/97
12/14/97:
Weighted Average Loan Rate: 11.40160% Pool Factor: 99.1360972%
Weighted Average Net Loan Rate: 9.44410% Investor Floating 97.99967%
Allocation %:IFAP
Investor Fixed Allocation %: 98.00000%
Maximum Rate: 9.44410% Beginning Transferor 2.00000%
Interest
Servicing Fee Rate: 0.50000% Spread Account Maximum 4%: 7,716,964.41
Premium Fee Rate: 0.20000% Required 2,893,861.66
Overcollaterialization Amt:
Trustee Fee 0.00750% Certificateholders 3,859,110.37
Subordinated Amt
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</TABLE>
<TABLE>
<S> <C> <C>
BALANCES
Beginning Pool Balance 192,923,445.22
Beginning Invested Amount 189,065,000.00
Beginning Certificateholders Subordinated Principal Balance 4,933,176.41
Beginning Class A Note Balance -- CUSIP 187,990,933.96
Beginning Class S (Notional Amount) -- CUSIP 187,990,933.96
Overcollateralization Amount 1,633,337.80
Overcollateralization Loan Amount 0.00
Ending Pool Balance 189,639,690.99
Ending Invested Amount 189,065,000.00
Ending Certificateholders Subordinated Principal Balance 5,492,448.17
Certificateholders Subordinated Balance (TSA) 3,859,110.37
Ending Class A Note Balance -- CUSIP 187,431,662.20
Ending Class S (Notional Amount) -- 187,431,662.20
Additional Balances 3,229,047.21
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) 70
Subsequent Mortgage Loan Asset Balance (Current Date) 3,284,077.79
Cumulative Number of all Subsequent Mortgage Loans 225
Cumulative Subsequent Mortgage Loan Asset Balance 8,990,580.75
Beginning Loan Count 5,133
Ending Loan Count 5,045
<PAGE>
COLLECTION AMOUNTS
1 Aggregate of All Mortgage Collections (Gross) 8,067,603.98
2 Total Mortgage Interest Collections (Gross) 1,554,802.54
Servicing Fees (current collection period) 80,384.77
Deferred Interest Transfer (DI) 189,268.41
3a Mortgage Principal Collections 6,512,801.44
3b Insurance Proceeds 0.00
3c Net Liquidation Proceeds 0.00
3 Total Mortgage Principal Collections 6,512,801.44
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 1,630,407.04
Investor Principal Collections (zero available until end of funding period) 0.00
Certificateholders Interest Collections 33,279.14
Certificateholders Principal Collections 0.00
DISTRIBUTION AMOUNTS
Class A Note Interest 5.01 (i) 857,917.52
Unpaid Class A Note Interest Shortfall (current cycle) 5.01(i) 0.00
Class S Note Interest 5.01 (ii) 182,768.96
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) 29,243.03
Credit Enhancer Reimbursement 5.01(vi) 0.00
Accelerated Principal Distribution Amount 5.01(vii) 559,271.76
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 1,630,407.04
Maximum Principal Payment 6,382,545.41
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) 559,271.76
Total Noteholders Distribution Allocable to Principal 559,271.76
Certificateholders Interest Collections 33,279.14
Certificateholders Interest Collections 5.01 (xii) 0.00
Certificateholders Principal Collections Distribution to Funding Account during Funding 0.00
Period
Certificateholders Distribution Amount 33,279.14
<PAGE>
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 4.5376855
Total Class S Note Distribution Amount Allocable to Interest 0.9666991
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 2.9580925
Scheduled Principal Collections Payment 0.0000000
Accelerated Principal Distribution Amount 2.9580925
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 7.4957780
Total Amount Distributed to Class S Noteholders 0.9666991
Total Amount Distributed to Noteholders 8.4624771
Credit Enhancement Draw Amount 0.00
DELINQUENCIES/FORECLOSURES
Number of Mortgages 31 to 60 Days Delinquent 52
Aggregate Principal Balances of Mortgages 31 to 60 Days Delinquent 2,165,848.48
Number of Mortgages 61 to 90 Days Delinquent 1
Aggregate Principal Balances of Mortgages 61 to 90 Days Delinquent 23,508.16
Number of Mortgages 91 to 180 or more Days Delinquent 1
Aggregate Principal Balances of Mortgages 91 to 180 or more Days Delinquent 17,058.54
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 3
Aggregate Principal Balances of Mortgage Loans in Foreclosure 167,221.52
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
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Prior Month Ending Balance after Purchase of Subsequent Loans: 665.15
Current Funding Accout Deposits: 3,283,754.25
Withdrawal for Subsequent Loan Purchase: (3,284,077.79)
Funding Account Ending Balance: 341.61
Funding Account Earnings: 2.19
Funding Period: From Closing Date thru the earlier of (a) 9/15/98 or (b) commencement of Rapid Amortization Period
<PAGE>
Beginning Spread Account Principal Balance: (total cash available to CapMAC) 964,620.55
Spread Account Deposit (this distribution): 0.00
Ending Spread Account Principal Balance: (total cash available to CapMAC) 964,620.55
Total Spread Account: 6,457,068.72
Net Excess Spead: 3.249%
Deferred Interest Deposits:
Deferred Interest Account Balance: 15,379.86
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>
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HEADLANDS MORTGAGE STATEMENT TO NOTEHOLDERS
================================================================================
<TABLE>
<S> <C> <C> <C>
REVOLVING HOME EQUITY LOAN LIBOR: 5.68750% Current Collection Period: 11-1-97 thru 11-30-97
ASSET-BACKED NOTES Margin: 0.18000% P&S Agreement Date: 8/1/97
SERIES 1997-1 Class A Note Rate: 5.86750% Original Closing Date: 8/21/97
Class S Note Rate: 1.25000% Distribution Date: 12/15/97
Interest Period 11/17/97 28 Record Date: 12/14/97
thru 12/14/97:
Weighted Average Loan Rate: 11.40160% Investor Floating 97.99967%
Allocation %:
Weighted Average Net Loan 9.44410% Investor Fixed Allocation %: 98.00000%
Rate:
Maximum Rate: 9.44410% Pool Factor: 99.1360972%
================================================================================
</TABLE>
<TABLE>
<S> <C> <C>
BALANCES
Beginning Pool Balance 192,923,445.22
Beginning Invested Amount 189,065,000.00
Beginning Class A Note Balance -- CUSIP 187,990,933.96
Beginning Class S Note Balance (Notional Amount) -- CUSIP 187,990,993.96
Ending Pool Balance 189,639,690.99
Ending Invested Amount 189,065,000.00
Certificateholders Subordinated Balance (TSA) 3,859,110.37
Ending Class A Note Balance -- CUSIP 187,431,662.20
Ending Class S Note Balance (Notional Amount) -- CUSIP 187,431,662.20
Additional Balances 3,229,047.21
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) 70
Subsequent Mortgage Loan Asset Balance (Current Date)
3,284,077.79
Cumulative Number of all Subsequent Mortgage Loans 225
Cumulative Subsequent Mortgage Loan Asset Balance
8,990,580.75
Beginning Loan Count
5,133
Ending Loan Count
5,045
DISTRIBUTION AMOUNTS
Total Investor Noteholders Distribution Amount
1,599,958.24
Class A Note Interest
857,917.52
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) 559,271.76
Scheduled Principal Collection Payment 0.00
Total Class A Note Distribution--CUSIP 1,417,189.28
Class S Note Interest 182,768.96
Unpaid Class S Note Interest Shortfall (current cycle) 0.00
Total Class S Note Distribution--CUSIP 182,768.96
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 4.5376855
Total Class S Note Distribution Amount Allocable to Interest 0.9666991
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 2.9580925
Scheduled Principal Collections Payment 0.0000000
Accelerated Principal Distribution Amount 2.9580925
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 7.4957780
Total Amount Distributed to Class S Noteholder 0.9666991
Total Amount Distributed to Noteholders 8.4624771
Credit Enhancement Draw Amount 0.00
Class A Service Fee 78,329.56
DELINQUENCIES/FORECLOSURES
Number of Mortgages 31 to 60 Days Delinquent 52
Aggregate Principal Balances of Mortgages 31 to 60 Days Delinquent
2,165,848.48
Number of Mortgages 61 to 90 Days Delinquent 1
Aggregate Principal Balances of Mortgages 61 to 90 Days Delinquent
23,508.16
Number of Mortgages 91 to 180 or more Days Delinquent 1
Aggregate Principal Balances of Mortgages 91 to 180 or more Days Delinquent
17,058.54
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 3
Aggregate Principal Balances of Mortgage Loans in Foreclosure
167,221.52
<PAGE>
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 5.98047% 6.16047%
Distribution LIBOR
=====================================================================================================================
Spread Account Balance:
964,620.55
Spread Account Transfer to Collection Account: 0.00
</TABLE>
