GREENPOINT MORTGAGE SECURITIES INC/
8-K, 2000-10-11
ASSET-BACKED SECURITIES
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                       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) September 15, 2000

           GREENPOINT MORTGAGE SECURITIES INC., (as sponsor under the
           Sale and Servicing Agreement, dated as of September 1, 2000,
           providing for the issuance of GreenPoint Home Equity Loan
           Trust 2000-2, Home Equity Loan Asset-Backed Notes).

                       GreenPoint Mortgage Securities Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                     333-95349                68-0397342
-------------------------------       -------------          -------------------
(State or Other Jurisdiction of        (Commission            (I.R.S. Employer
         Incorporation)                File Number)          Identification No.)


700 Larkspur Landing Circle                                         94939
Suite 240                                                           -----
Larkspur, California                                              (Zip Code)
--------------------
(Address of Principal Executive
Offices)


Registrant's telephone number, including area code (415) 925-5710
                                                   --------------

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Item 2. Acquisition or Disposition of Assets

Description of the Notes and the Mortgage Loans

     GreenPoint Mortgage Securities Inc. (the "Registrant") registered an
issuance of up to $748,307,624 in principal amount of Asset-Backed Securities on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Act"), by the Registration Statement on Form S-3 (File
No. 333-95349) (the "Registration Statement"). Pursuant to the Registration
Statement, GreenPoint Home Equity Loan Trust 2000-2 (the "Trust") issued
approximately $77,669,000 in aggregate principal amount of Home Equity Loan
Asset-Backed Notes, Series 2000-2 (the "Class A-2 Notes"), on September 26, 2000
(the "Closing Date"). This Current Report on Form 8-K is being filed to satisfy
an undertaking to file copies of certain agreements executed in connection with
the issuance of the Class A-2 Notes, the forms of which were filed as Exhibits
to the Registration Statement.

     The Class A-2 Notes were issued pursuant to a Pooling Agreement and
Indenture (the "Pooling Agreement") attached hereto as Exhibit 4.3, dated as of
September 1, 2000, among the Trust, Bank One, National Association in its
capacity as Trustee (the "Trustee") and the Federal Home Loan Mortgage
Corporation. The Notes evidence indebtedness of the Trust. Also issued, but not
publicly offered, by the Trust were Class A-1 Certificates (the "Class A-1
Certificates") and Residual Certificates (the "Residual Certificates"), together
evidencing the ownership interest in the Trust.

     The primary assets of the Trust are two pools of adjustable-rate, revolving
home equity lines of credit mortgage loans and fixed-rate closed-end second lien
mortgage loans.

     The Notes have an aggregate principal amount of $77,669,000 and a variable
interest rate.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(a) Not applicable

(b) Not applicable

(c) Exhibits:

     1.1 Underwriting Agreement, dated as of September 15, 2000, among the
Registrant, as Sponsor (the "Sponsor"), GreenPoint Mortgage Funding, Inc., and
Lehman Brothers Inc., as Underwriter (the "Underwriter").

     4.1 Sale and Servicing Agreement, dated as of September 1, 2000, among the
Sponsor, GreenPoint Mortgage Funding, Inc., as Servicer, the Trust, as Issuer,
and the Trustee.

     4.2 Trust Agreement, dated as of September 1, 2000, between the Sponsor,
and Wilmington Trust Company, as Owner Trustee, relating to the formation of the
Trust.

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     4.3 Pooling Agreement and Indenture, dated as of September 1, 2000, among
the Trust, the Trustee and the Federal Home Loan Mortgage Corporation.

     4.4 Mortgage Loan Purchase Agreement date as of September 1, 2000, between
GreenPoint Mortgage Funding, Inc., as Seller, and the Sponsor, as Purchaser.

     4.5 Surety Bond relating to the Notes, dated as of September 26, 2000, and
issued and delivered by Financial Guaranty Insurance Company.

     5.1 Opinion of Tobin & Tobin regarding legality.*

     8.1 Opinion of Dewey Ballantine LLP regarding tax matters*.

     10.1 Indemnification Agreement, dated as of September 15, 2000, between the
Underwriter and Financial Guaranty Insurance Company, as Insurer.

     10.2 Demand Note, dated as of September 26, 2000, issued by GreenPoint
Bank.

     23.1 Consent of KPMG LLP regarding financial statements of Financial
Guaranty Insurance Company and their report.**

     * Previously filed on Form S-3 with the Securities and Exchange Commission
on January 24, 2000.

     ** Previously filed on Form 8-K with the Securities and Exchange Commission
on September 22, 2000.





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                                   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/ David Molumby
                                                -------------------------------
                                                Name: David Molumby
                                                Title: Vice President


Dated: October 11, 2000


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                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NO.      DESCRIPTION
-----------      -----------

   1.1           Underwriting Agreement, dated as of September 15, 2000, among
                 the Registrant, as Sponsor (the "Sponsor"), GreenPoint Mortgage
                 Funding, Inc., and Lehman Brothers Inc., as Underwriter (the
                 "Underwriter").

   4.1           Sale and Servicing Agreement, dated as of September 1, 2000,
                 among the Sponsor, GreenPoint Mortgage Funding, Inc., as
                 Servicer, the Trust, as Issuer, and the Trustee.

   4.2           Trust Agreement, dated as of September 1, 2000, between the
                 Sponsor, and Wilmington Trust Company, as Owner Trustee,
                 relating to the formation of the Trust.

   4.3           Pooling Agreement and Indenture, dated as of September 1, 2000,
                 among the Trust, the Trustee and the Federal Home Loan Mortgage
                 Corporation.

   4.4           Mortgage Loan Purchase Agreement date as of September 1, 2000,
                 between GreenPoint Mortgage Funding, Inc., as Seller, and the
                 Sponsor, as Purchaser.

   4.5           Surety Bond relating to the Notes, dated as of September 26,
                 2000, and issued and delivered by Financial Guaranty Insurance
                 Company.

   5.1           Opinion of Tobin & Tobin regarding legality.*

   8.1           Opinion of Dewey Ballantine LLP regarding tax matters.*

   10.1          Indemnification Agreement, dated as of September 15, 2000,
                 between the Underwriter and Financial Guaranty Insurance
                 Company, as Insurer.

   10.2          Demand Note, dated as of September 26, 2000, issued by
                 GreenPoint Bank.

   23.1          Consent of KPMG LLP regarding financial statements of Financial
                 Guaranty Insurance Company and their report.**

                 * Previously filed on Form S-3 with the Securities and
                 Exchange Commission on January 24, 2000.

                 ** Previously filed on Form 8-K with the Securities and
                 Exchange Commission on September 22, 2000.





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