<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT
OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO _________.
COMMISSION FILE NUMBER: 333-28031-1
HEADLANDS MORTGAGE SECURITIES INC. (AS SPONSOR UNDER A SALE AND SERVICING
AGREEMENT DATED AS OF AUGUST 1, 1997 PROVIDING FOR THE ISSUANCE OF HELOC NOTES,
SERIES 1997-1)
HEADLANDS MORTGAGE SECURITIES INC.
(Exact Name of registrant as specified in its charter)
DELAWARE 68-0397342
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
1100 LARKSPUR LANDING CIRCLE, SUITE 101, 94939
LARKSPUR, CALIFORNIA (Zip code)
(Address of principal executive offices)
(415) 461-6790
(Registrant's telephone number, including area code)
Securities registered pursuant Securities registered pursuant
to Section 12(b) of the Act: to Section 12(g) of the Act:
NONE NONE
(Title of class) (Title of class)
Indicate by check mark whether the 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 reports), 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. [ X ]
State the aggregate market value of the voting stock held by non-affiliates of
Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of specified date within 60 days prior to the date of filing:
NOT APPLICABLE
Documents incorporated by reference:
NOT APPLICABLE
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PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
3. Exhibits:
Exhibit No. Description
----------- -----------
99.1* Statement of Compliance of the Servicer.
99.2 Annual Report of Independent Accountant with
respect to the Servicer's overall servicing
operations.
99.3* Statement of Compliance of the Issuer under
the Indenture.
--------------------
* Previously filed.
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Sponsor has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
By: HEADLANDS MORTGAGE SECURITIES INC.,
As Sponsor
By: /s/ Gilbert J. MacQuarrie
-------------------------
Name: Gilbert J. MacQuarrie
Title: Vice President, Treasurer
and Secretary
Date: May 20, 1998.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the Sponsor
and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Position Date
--------- -------- ----
/s/ Peter T. Paul President and Director May 20, 1998
- --------------------------------------- (Principal Executive Officer)
Peter T. Paul
/s/ Becky S. Poisson Vice President and Director May 20, 1998
- ---------------------------------------
Becky S. Poisson
/s/ Gilbert J. MacQuarrie Vice President, Treasurer, Secretary and Director May 20, 1998
- --------------------------------------- (Principal Financial Officer and Principal
Gilbert J. MacQuarrie Accounting Officer)
/s/ Steven M. Abreu Vice President and Director May 20, 1998
- ---------------------------------------
Steven M. Abreu
Director May __, 1998
- ---------------------------------------
Kenneth Siprelle
Director May __, 1998
- ---------------------------------------
John Edmonds
/s/ Kristen Decker Vice President May 20, 1998
- ---------------------------------------
Kristen Decker
</TABLE>
3
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INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
- ----------- -----------
99.1* Statement of Compliance of the Servicer.
99.2 Annual Report of Independent Accountant with respect to the
Servicer's overall servicing operations.
99.3* Statement of Compliance of the Issuer under the Indenture.
- --------------------
* Previously filed.
4
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EXHIBIT 99.2
[KPMG Peat Marwick LLP Letterhead]
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors
Headlands Mortgage Company:
We have examined management's assertion about Headlands Mortgage Company's (the
Company) compliance with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation
Program for Mortgage Bankers (USAP) as of and for the year ended December 31,
1997 included in the accompanying management assertion. Management is
responsible for the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company has complied in all
material respects with the aforementioned minimum servicing standards as of and
for the year ended December 31, 1997 is fairly stated, in all material respects.
San Francisco, California
February 13, 1998
/s/ KPMG Peat Marwick LLP
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[HEADLANDS MORTGAGE SECURITIES INC. LETTERHEAD]
As of and for the year ended December 31, 1997, Headlands Mortgage Company
(the "Company") has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers. As of and for this
same period, the Company had in effect a fidelity bond and errors and
omissions policy both in the amount of $5.5 million.
HEADLANDS MORTGAGE COMPANY
By: /s/ Dennis Tussey
---------------------------------------
Dennis Tussey
Senior Vice President, Loan Administration
