<PAGE>
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
Date of Report (Date of earliest Event
Reported) December 17, 1999
GREENPOINT MORTGAGE SECURITIES INC., (as sponsor under the Sale and
Servicing Agreement, dated as of December 1, 1999, providing for the
issuance of GreenPoint Home Equity Loan Trust 1999-2, Home Equity Loan
Asset-Backed Notes).
GreenPoint Mortgage Securities Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-79833 68-0397342
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
700 Larkspur Landing Circle 94939
Suite 240 ----------
Larkspur, California (Zip Code)
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(Address of Principal Executive
Offices)
Registrant's telephone number, including area code (415) 925-5442
----------------
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
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In connection with the offering of the Home Equity Loan Asset-Backed
Notes, Series 1999-2, Class A-1 and Class A-2 Notes, of which GreenPoint Home
Equity Loan Trust 1999-2 is the issuer, as described in a Prospectus Supplement
dated as of December 15, 1999 to the Prospectus dated as of June 14, 1999,
certain "Collateral Term Sheets" within the meanings of the May 20, 1994
Kidder, Peabody No-Action Letter and the February 17, 1995 Public Securities
Association No-Action Letter were furnished to certain prospective investors
(the "Related Computational Materials").
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibit 99.1. Related Computational Materials (as defined in
Item 5 above).
2
<PAGE>
SIGNATURES
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 hereunto duly authorized.
GREENPOINT MORTGAGE
SECURITIES INC.
By: /s/ Kristen Decker
------------------
Name: Kristen Decker
Title: Vice President
Dated: December 21, 1999
3
<PAGE>
Exhibit Index
Exhibit
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99.1. Related Computational Materials (as defined
in Item 5 above).
4
<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
Final Term Sheet Prepared: December 17, 1999
$245,645,000 (Approximate)
GREENPOINT HOME EQUITY LOAN TRUST 1999-2
Home Equity Loan Asset-Backed Notes, Series 1999-2
[LOGO OF Ambac]
(Note Insurer)
<TABLE>
<CAPTION>
WAL Payment Expected
(Yrs.) Window Rating Legal Final
Class (1) Amount (2) Call/Mat Call/Mat (mos) Benchmark Spread (S&P/Moody's) Maturity
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 $193,275,000 2.82/2.98 1-81/1-152 1 Mo LIBOR 30 bps AAA/Aaa December 2025
A-2 $52,370,000 2.85/3.01 1-81/1-152 1 Mo LIBOR 38 bps AAA/Aaa December 2025
Total $245,645,000
</TABLE>
(1) The Class A-1 Notes are backed by the cash flow from conforming balance
adjustable-rate home equity revolving credit line and fixed-rate
closed-end second lien home equity mortgage loans (the Group I Mortgage
Loans). The Class A-2 Notes are backed by the cash flow from other
adjustable-rate home equity revolving credit line mortgage loans (the
Group II Mortgage Loans).
(2) Subject to a plus or minus 10% variance.
Underwriter: Greenwich Capital Markets, Inc.
Seller & Servicer: GreenPoint Mortgage Funding, Inc. (the "Company",
formerly known as Headlands Mortgage Company).
Sponsor: GreenPoint Mortgage Securities, Inc.
Note Insurer: Ambac Assurance Corporation.
Indenture Trustee: Bank One, National Association.
Owner Trustee: Wilmington Trust Company.
Federal Tax Status: It is anticipated that the Class A-1 and the
Class A-2 Notes (the "Notes") will be treated as
debt instruments for federal income tax purposes.
Registration: The Notes will be available in book-entry form
through DTC.
Pricing Date: December 15, 1999.
Closing Date: On or about December 22, 1999.
Settlement Date: On or about December 22, 1999.
Initial Cut-off Date: The close of business on November 30, 1999.
GREENWICH CAPITAL
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1
<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
Distribution Dates: The 15th day of each month (or the next succeeding
business day), beginning January 18, 2000.
Interest Accrual Period: The interest accrual period with respect to the
Class A-1 and Class A-2 Notes for a given
Distribution Date will be the period beginning
with the previous Distribution Date (or, in the
case of the first Distribution Date, the Closing
Date) and ending on the day prior to such
Distribution Date (on an Actual/360 basis).
Credit Enhancement: Excess Interest, Overcollateralization, limited
Cross Collateralization, the Reserve Fund and a
surety wrap to be provided by Ambac Assurance
Corporation ("Ambac").
ERISA Eligibility: The Notes are expected to be ERISA eligible.
Prospective investors must review the Prospectus
and Prospectus Supplement and consult with their
professional advisors for a more detailed
description of these matters prior to investing in
the Notes.
SMMEA Treatment: The Notes will not constitute "mortgage related
securities" for purposes of SMMEA.
Optional Termination: 10% optional termination provision. If the
optional termination is not exercised, the Class
A-1 and Class A-2 margin will each double.
Prepayment Assumption: 40% CPR, 20% Draw Rate on the HELOCs
30% CPR on the Closed-End Seconds.
Initial Mortgage Loans: As of the Initial Cut-off Date, the aggregate
principal balance of the Initial Mortgage Loans
will be approximately $195,646,147, of which: (i)
approximately $154,536,428 will be in Group I (the
"Initial Group I Mortgage Loans") and (ii)
approximately $41,109,718 will be in Group II (the
"Initial Group II Mortgage Loans" and together
with the Initial Group I Mortgage Loans, the
"Initial Mortgage Loans").
Initial Group I Mortgage
Loans: The Initial Group I Mortgage Loans will consist of
$141,422,871 of adjustable-rate home equity
revolving credit line loans (the "Initial Group I
HELOCs") made under certain home equity revolving
credit line loan agreements and $13,113,557 of
fixed-rate closed-end second lien home equity
loans (the "Initial Group I Closed-End Seconds").
The Initial Group I Mortgage Loans conform to
certain loan origination standards with respect to
loan balances as of the date of origination set
forth by the Federal National Mortgage
Association. These criteria have been used solely
in selecting the Initial Group I Mortgage Loans.
No representation and warranty is made that each
individual Initial Group I Mortgage Loan would be
eligible for purchase by the Federal National
Mortgage Association.
Initial Group II Mortgage
Loans: The Initial Group II Mortgage Loans will consist
of $41,109,718 of adjustable-rate home equity
revolving credit line loans (the "Initial Group
II HELOCs") made under certain home equity
revolving credit line loan agreements.
GREENWICH CAPITAL
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2
<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
Prefunding Amount: A deposit of approximately $50,000,000 (the initial
"Prefunding Amount") will be made to the Funding
Account on the Closing Date. On or prior to January
18, 2000, (the "Pre-Funding Period"), the
Prefunding Amount on deposit in the Funding Account
will be used to purchase additional HELOCs (the
"Subsequent HELOCs" or "Subsequent Mortgage Loans")
(to the extent available) having similar
characteristics as the Initial Mortgage Loans (with
any unused portion of such deposit amount to be
distributed as principal on the Notes).
Approximately $38,739,074 (the initial "Group I
Prefunding Amount") will be used to purchase
additional HELOCs which conform to certain loan
origination standards with respect to loan balances
as of the date of origination set forth by the
Federal National Mortgage Association (the
"Subsequent Group I HELOCs" or "Subsequent Group I
Mortgage Loans", together with the Initial Group I
Mortgage Loans, the "Group I Mortgage Loans").
Approximately $11,260,926 (the initial "Group II
Prefunding Amount") will be used to purchase other
additional HELOCs (the "Subsequent Group II HELOCs"
or "Subsequent Group II Mortgage Loans", together
with the Initial Group II Mortgage Loans, the
"Group II Mortgage Loans").
Group I HELOC
Amortization: Approximately 73.72% of the Initial Group I
HELOCs have 5 year draw periods followed by a 10
year amortization period, while the remaining
26.28% have a 15 year draw period followed by a
10 year amortization period. Each outstanding
Initial Group I HELOC principal balance is fixed
at the end of the draw period, and then
amortized over the subsequent 10 year period.
Group I Closed-end
Second Amortization: Fully amortizing and balloons.
Group I
HELOC Interest Rates: 100% of the Initial Group I HELOCs are Prime-based
and reset monthly. Substantially all of the
Initial Group I HELOCs are teased for 3 months
from origination and adjust thereafter. The
weighted average margin on the Initial Group I
HELOCs as of the Initial Cut-off Date is
approximately 3.23%, with the margins ranging from
0.00% to 6.25%. Substantially all of the Initial
Group I HELOCs have a maximum interest rate of 18%
or higher, with no periodic caps.
Group I Closed-end
Second Interest Rates: 100% Fixed Rate.
Group II HELOC
Amortization: Approximately 73.12% of the Initial Group II
HELOCs have 5 year draw periods followed by a 10
year amortization period, while the remaining
26.88% have a 15 year draw period followed by a
10 year amortization period. Each outstanding
Initial Group II HELOC principal balance is
fixed at the end of the draw period, and then
amortized over the subsequent 10 year period.
GREENWICH CAPITAL
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3
<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
Group II
HELOC Interest Rates: 100% of the Initial Group II HELOCs are
Prime-based and reset monthly. Substantially all
of the Initial Group II HELOCs are teased for 3
months from origination and adjust thereafter.
The weighted average margin on the Initial Group
II HELOCs as of the Initial Cut-off Date is
3.00%, with the margins ranging from 0.00% to
6.00%. Substantially all of the Initial Group II
HELOCs have a maximum interest rate of 18% or
higher, with no periodic caps.
The Trust
GreenPoint Home Equity
Loan Trust 1999-2: The GreenPoint Home Equity Loan Trust 1999-2 (the
"Trust") will issue the Class A-1 and Class A-2
Notes. The Class A-1 Notes are supported by the
Group I Mortgage Loans. As of the Closing Date,
the Class A-1 Note Balance will initially equal
approximately 100% of the sum of (i) Initial Group
I Mortgage Loans as of the Initial Cut-off Date
and (ii) the initial Group I Prefunding Amount.
The Class A-2 Notes are supported by the Group II
Mortgage Loans. As of the Closing Date, the Class
A-2 Note Balance will initially equal
approximately 100% of the sum of (i) mortgage loan
balance of the Initial Group II Mortgage Loans as
of the Initial Cut-off Date and (ii) the initial
Group II Prefunding Amount.
The property of the Trust, as of the Closing
Date, will consist primarily of the Group I
Mortgage Loans, the Group II Mortgage Loans, the
Prefunding Amount, the Surety Policy and the
Reserve Fund.
The Notes
Class A-1 Notes: The Class A-1 Notes receive distributions of
principal in the manner described below. The Class
A-1 Notes will receive interest on each
Distribution Date based on a variable rate
described more fully below.
Class A-2 Notes: The Class A-2 Notes receive distributions of
principal in the manner described below. The Class
A-2 Notes will receive interest on each
Distribution Date based on a variable rate
described more fully below.
Credit Enhancement
Credit Enhancement: The Noteholders will have the benefit of the
following credit enhancement;
(a) Excess Interest Collections (described
below);
(b) the Overcollateralization Amount (described
below);
(c) limited Cross Collateralization (described
below);
(d) the Surety Policy (described below);
(e) the Reserve Fund (described below).
GREENWICH CAPITAL
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4
<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
Excess
Interest Collections: For each class of Notes, the related interest
collections minus the sum of (i) the related
Class A Note Interest paid; (ii) the related
Servicing Fee paid; (iii) the related Premium
paid to Ambac and any unreimbursed draws on the
Policy; (iv) the related Trustee Fees paid and
(v) any cross collateralization payments paid.
Class A-1
Overcollateralization
Amount: The Class A-1 Noteholders will be entitled to
receive distributions of Excess Interest
Collections as principal ("Class A-1 Accelerated
Principal Distribution Amounts") up to a certain
percentage (specified in the Indenture) of the sum
of (i) the Initial Group I Mortgage Loan Balance
as of the Initial Cut-off Date and (ii) the
initial Group I Prefunding Amount (the "Class A-1
Required Overcollateralization Amount"). This
distribution of interest as principal will have
the effect of accelerating the Class A-1 Notes
relative to the underlying Group I Mortgage Loans.
On any Distribution Date, the Class A-1
Overcollateralization Amount will be the amount by
which the Group I Mortgage Loan Balance and any
Group I Prefunding Amount exceeds the Class A-1
Note Principal Balance. On any Distribution Date
on which the Group I Mortgage Loan Balance and any
Group I Prefunding Amount does not exceed the
Class A-1 Note Principal Balance by the Class A-1
Required Overcollateralization Amount, Excess
Interest Collections will be distributed as
principal to the Class A-1 Noteholders to increase
the Class A-1 Overcollateralization Amount to the
Class A-1 Required Overcollateralization Amount.
Class A-2
Overcollateralization
Amount: The Class A-2 Noteholders will be entitled to
receive distributions of Excess Interest
Collections as principal ("Class A-2 Accelerated
Principal Distribution Amounts") up to a certain
percentage (specified in the Indenture) of the sum
of (i) the Initial Group II Mortgage Loan Balance
as of the Initial Cut-off Date and (ii) the
initial Group II Prefunding Amount (the "Class A-2
Required Overcollateralization Amount"). This
distribution of interest as principal will have
the effect of accelerating the Class A-2 Notes
relative to the underlying Group II Mortgage
Loans. On any Distribution Date, the Class A-2
Overcollateralization Amount will be the amount by
which the Group II Mortgage Loan Balance and any
Group II Prefunding Amount exceeds the Class A-2
Note Principal Balance. On any Distribution Date
on which the Group II Mortgage Loan Balance and
any Group II Prefunding Amount does not exceed the
Class A-2 Note Principal Balance by the Class A-2
Required Overcollateralization Amount, Excess
Interest Collections will be distributed as
principal to the Class A-2 Noteholders to increase
the Class A-2 Overcollateralization Amount to the
Class A-2 Required Overcollateralization Amount.
Stepdown Date: On or after the Distribution Date occurring in
January 2003, the required targets for the Class
A-1 Overcollateralization and the Class A-2
Overcollateralization will each be allowed to step
down to a certain percentage (specified in the
Indenture) of the mortgage loan balance of the
related mortgage loan group as of the end of the
related Collection Period, subject to a floor of
0.50% of the sum of (i) related group mortgage loan
balance as of the Initial Cut-off Date and (ii) any
related initial Prefunding Amount.
GREENWICH CAPITAL
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5
<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
Cross Collateralization: After paying the "OC Deficit" (the amount by which
the Note Principal Balance exceeds the related
Group Mortgage Loan Balance and any related
Prefunding Amount) and any unreimbursed draws on
the Policy with respect to the related Class of
Notes, any remaining amounts will be used (i) to
pay accrued and unpaid interest to the other
unrelated Class of Notes; (ii) to pay the OC
Deficit on the unrelated Class of Notes and (iii)
to pay unreimbursed draws on the Policy with
respect to the unrelated Class of Notes.
The Surety Policy: Ambac Assurance Corporation will issue a single
note insurance policy with respect to the Class
A-1 and Class A-2 Notes which will guarantee
timely interest and ultimate repayment of
principal to the Noteholders.
Reserve Fund: The Reserve Fund will initially be $0 on the
Closing Date and then will be funded on each
Distribution Date up to the Reserve Fund Target
Amount. The "Reserve Fund Target Amount" will be
equal to the sum of (i) the amount by which the
Class A-1 Overcollateralization Amount is less
than the Class A-1 Required Overcollateralization
Amount; and (ii) the amount by which the Class A-2
Overcollateralization Amount is less than the
Class A-2 Required Overcollateralization Amount.
The Reserve Fund may be used to fund interest
shortfalls and OC Deficits and to pay any
unreimbursed draws on the Policy with respect to
both classes of Notes.
Distributions on the Class A-1 and Class A-2 Notes
Priority of Distributions
Available Funds with respect to each Class of Notes will be
distributed as follows:
(i) to the Indenture Trustee, the related trustee fee;
(ii) to the Insurer, the related premium fee;
(iii) to the related Class A Notes, current and unpaid interest;
(iv) to the related Class A Notes, regular principal;
(v) to the related Class A Notes, any OC Deficit;
(vi) to the Insurer, the related reimbursement amount for any
unreimbursed draws on the Policy;
(vii) to fund any deficiencies in the unrelated Class of Class A
Notes with respect to (iii), (v) and (vi);
(viii) to the related Class A Notes, the accelerated principal
payment;
(ix) to the Reserve Fund as specified herein;
(x) to pay any unreimbursed amounts to the Servicer;
(xi) to the related Class A Notes, Deferred Interest and interest
thereon at the related Class A Note Rate;
(xii) to pay a management fee pursuant to the Management Agreement;
(xiii) to the certificateholders, any remaining amounts.
GREENWICH CAPITAL
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6
<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
Principal Distributions
Managed Am. Period: The Managed Amortization Period will begin on the
Closing Date and end on the Distribution Date
occurring in December 2004 or earlier upon the
occurrence of a Rapid Amortization Event (as
described below). During the Managed Amortization
Period, the Class A-1 and Class A-2 Noteholders will
receive (a) the related Net Principal Collections
(as defined herein) minus (b) the related
Overcollateralization Reduction Amount (as defined
herein). The related "Overcollateralization
Reduction Amount" is the amount by which the related
Overcollateralization Amount exceeds the related
Required Overcollateralization Amount. The "Net
Principal Collections" is equal to the amount (not
less than zero) of the related principal collections
for such Distribution Date less the aggregate of
related additional draws on existing Trust HELOCs
created during such Distribution Date.
Rapid Am. Period: Commencing no later than the Distribution Date
occurring in January 2005 (or earlier, upon the
occurrence of a Rapid Amortization Event (as
described below)), the Class A-1 and Class A-2
Noteholders will receive the (a) the related Maximum
Principal Payment minus (b) the related
Overcollateralization Reduction Amount. The "Maximum
Principal Payment" is equal to 100% of the related
principal collections for such Distribution Date.
The aggregate distributions of principal to the
holders of each Class of Notes shall not exceed the
initial Note Principal Balance of such Class.
Rapid Am. Event: With respect to each Class of Notes, any of the
following events described below:
a) failure on the part of the Company, the
Servicer or the Sponsor (i) to make a
payment or deposit required under the
Indenture, the Sale and Servicing Agreement
or the Insurance Agreement within two
business days after notification that such
payment or deposit is required to be made
or (ii) to observe or perform in any
material respect any other covenants or
agreements of the Trust, the Company, the
Servicer or of the Sponsor set forth in the
Sale and Servicing Agreement or the
Insurance Agreement or the Indenture, which
failure continues unremedied for a period
of 60 days after written notice;
b) any representation or warranty made by the
Company, the Servicer or the Sponsor in the
Sale and Servicing Agreement or the
Insurance Agreement or the Indenture proves
to have been incorrect in any material
respect when made and continues to be
incorrect in any material respect for a
period of 60 days after written notice and
as a result of which the interests of the
Noteholders or the Insurer are materially
and adversely affected; provided, however,
that a Rapid Amortization Event shall not
be deemed to occur if the Company, the
Servicer or the Sponsor has purchased the
related Mortgage Loan or Mortgage Loans if
applicable during such period (or within an
additional 60 days with the consent of the
Indenture Trustee and the Insurer) in
accordance with the provisions of the
Indenture;
GREENWICH CAPITAL
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7
<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
c) the occurrence of certain events of
bankruptcy, insolvency or receivership
relating to the Company, the Sponsor or
relating to the Trust;
d) the Trust becomes subject to regulation by
the Securities and Exchange Commission as
an investment company within the meaning of
the Investment Company Act of 1940, as
amended;
e) the aggregate of all draws related to the
Class A-1 or Class A-2 Notes under the
Policy exceeds 1% of the sum of (i) the
related group mortgage loan balance as of
the Initial Cut-off Date and (ii) the
related initial Prefunding Amount;
f) the default in payment of any interest,
principal, or any installment of principal
on the related Class of Notes when the same
becomes due and payable, if such default
shall continue for a period of five
business days;
Interest Distributions
Interest Distributions: Interest will be distributed on the Class A-1
Noteholders at a rate equal to the lesser of (a)
One Month LIBOR plus a margin and (b) the
related Maximum Rate. Interest will be
distributed on the Class A-2 Noteholders at a
rate equal to the lesser of (a) One Month LIBOR
plus a margin and (b) the related Maximum Rate.
The margin on each Class of Notes will double if
the optional termination is not exercised.
The "Maximum Rate" is equal to the lesser of (x)
the weighted average of the loan rates (assuming
the HELOCs are fully indexed) minus (i) the
Servicing Fee Rate, (ii) the Insurance Premium
Fee Rate; (iii) a spread carveout of 0.50% per
annum after the twelfth Distribution Date and
(iv) the Indenture and Owner Trustee Fee Rates
and (y) 15.50%. Should the Noteholders receive
an interest amount based on clause (x) above
(creating a "Deferred Interest Amount"), future
remaining interest amounts to be distributed
will first be allocated to Noteholders accrued
interest due and any overdue accrued interest
(with interest), then Deferred Interest (with
interest). In no event are Deferred Interest
Amounts rated by the Rating Agencies or
guaranteed under the Policy.
GREENWICH CAPITAL
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<PAGE>
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Final Term Sheet is provided for information purposes only, and does not
constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain
all of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
term sheet for this transaction. In addition, the information contained herein
may be superseded by information contained in term sheets circulated after the
date hereof and is qualified in its entirety by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
The Seller and Servicer
The Company (formerly known as Headlands Mortgage Company) was incorporated in
California and commenced its mortgage banking business in 1986.
On December 8, 1998, Greenpoint Financial Corp. reached a definitive agreement
to acquire the Company in a stock transaction worth about $473 million. On
March 30, 1999, Greenpoint Financial Corp. completed the acquisition of
Headlands Mortgage Company. The acquisition was accounted for as a tax-free
pooling of interests, with 0.62 shares of Greenpoint Financial Corp. stock
being exchanged for each share of Headlands stock.
As of the acquisition date, the Company and GreenPoint Mortgage began
integrating their operations to eliminate redundant systems and practices under
a common management group. Effective December 1, 1999, the assets and
liabilities of the Company were transferred to a new subsidiary of the Company,
GreenPoint Mortgage Funding, Inc. ("GreenPoint Funding"). Simultaneously with
this transfer, GreenPoint Mortgage was merged into GreenPoint Funding, with
GreenPoint Funding being the surviving entity.
GREENWICH CAPITAL
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