UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
|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: 333-16679-2
Headlands Mortgage Securities Inc. (as Sponsor under a Pooling and Servicing
Agreement dated as of April 1, 1997 providing for the issuance of the Mortgage
Pass-Through Certificates, Series 1997-2)
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,
Larkspur, California
(Address of principal executive 94939
offices) (Zip code)
(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
<PAGE>
HEADLANDS MORTGAGE SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1997-2
INDEX
Page
----
PART I .................................................................... 3
ITEM 1 - BUSINESS................................................. 3
ITEM 2 - PROPERTIES............................................... 3
ITEM 3 - LEGAL PROCEEDINGS........................................ 3
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS......................................... 3
PART II .................................................................... 3
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS.............................. 3
ITEM 6 - SELECTED FINANCIAL DATA.................................. 3
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............ 3
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............. 3
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE................... 3
PART III .................................................................... 4
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT........................................... 4
ITEM 11 - EXECUTIVE COMPENSATION................................... 4
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.................................... 4
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........... 7
PART IV .................................................................... 7
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K...................................... 7
SIGNATURES ................................................................. 8
INDEX TO EXHIBITS............................................................ 9
2
<PAGE>
PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Headlands Mortgage Securities Inc. (the "Sponsor") will furnish
information regarding the Mortgaged Properties by reference to the Annual
Compliance Certificates to be filed herein under Item 14.
ITEM 3 - LEGAL PROCEEDINGS
The Sponsor is not aware of any material pending legal proceedings
involving either the Mortgage Pass-Through Certificates Series 1997-2 (the
"Trust"), established pursuant to the Pooling and Servicing Agreement (the
"Agreement") dated April 1, 1997 among The Bank of New York, as trustee (the
"Trustee"), Headlands Mortgage Securities Inc., as Sponsor and Headlands
Mortgage Company, as servicer (the "Servicer"); the Trustee; the Sponsor; or the
Servicer which relates to the Trust.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of beneficial
interests in the Trust through the solicitation of proxies or otherwise.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
To the best knowledge of the Sponsor, there is no established public trading
market for the Certificates.
All of the Class A-I Certificates, Class A-II Certificates, Class B
Certificates, Class X Certificates and Class PO Certificates issued by the Trust
are held by the Depository Trust Company ("DTC") which in turn maintains records
of holders of beneficial interests in such Certificates. Based on information
obtained by the Trust from DTC, as of December 31, 1997, there were 14 holders
of the Class A Certificates, 3 holders of the Class B Certificates, 1 holder of
the Class PO Certificates and 1 holder of the Class X Certificates.
ITEM 6 - SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Not Applicable.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
Not Applicable.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on accounting
or financial disclosures between the Sponsor and its accountants.
3
<PAGE>
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable.
ITEM 11 - EXECUTIVE COMPENSATION
Not Applicable.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth (i) the name and address of each
entity owning more than 5% of the outstanding principal amount of each Class of
Certificates of the Trust; (ii) the principal amount of the Class of
Certificates owned by each and (iii) the percent that the principal amount of
the Class of Certificates owned by such entity represents of the outstanding
principal amount of such Class of Certificates. The information set forth in the
table for the Certificates is based upon information obtained by the Trust from
DTC and represents ownership of beneficial interest in the Certificates held by
DTC. The Sponsor is not aware of any Schedules 13D or 13G filed with the
Securities and Exchange Commission in respect of the Certificates.
Class A-I-1
Name and Address Principal Amount % of Class
Chase Manhattan Bank/Chemical $19,541,400 100%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Class A-I-2
Name and Address Principal Amount % of Class
Fiduciary SSB $12,405,500 86.1%
108 Myrtle Street
Newport Office Building
N. Quincy, MA 02171
Chase Manhattan Bank $2,000,000 13.9%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Class A-I-3
Name and Address Principal Amount % of Class
SSB - Custodian $10,543,500 100%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
4
<PAGE>
Class A-I-4
Name and Address Principal Amount % of Class
Norwest Bank Minnesota, N.A. $7,540,000 60.0%
733 Marquette Avenue
Minneapolis, MN 55479-0056
The Bank of New York/Western $5,000,000 40.0%
Trust Company
One Wall Street
New York, NY 10286
Class A-I-5
Name and Address Principal Amount % of Class
Chase Manhattan Bank/Chemical $11,060,000 100%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Class A-I-6
Name and Address Principal Amount % of Class
The Bank of New York/Western Trust $4,474,659 100%
Company
One Wall Street
New York, NY 10286
Class A-I-8
Name and Address Principal Amount % of Class
Bear, Stearns Securities Corp. $63,547,150 100%
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Class A-I-9
Name and Address Principal Amount % of Class
Custodial Trust Company $6,295,093 100%
101 Carnegie Center
Princeton, NJ 08540
5
<PAGE>
Class A-I-10
Name and Address Principal Amount % of Class
Custodial Trust Company $29,532,352 73.9%
101 Carnegie Center
Princeton, NJ 08540
SSB - Custodian $10,450,556 26.1%
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Class A-I-11
Name and Address Principal Amount % of Class
Bear, Stearns Securities Corp. $27,100,359 83.8%
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Citibank, N.A. $5,250,000 16.2%
P.O. Box 30576
Tampa, FL 33630-3576
Class B-I
Name and Address Principal Amount % of Class
Bankers Trust Company $6,375,000 100%
c/o BT Services Tennessee Inc.
648 Gressmere Park Drive
Nashville, TN 37211
Class B-2
Name and Address Principal Amount % of Class
Boston Safe Deposit & Trust Company $4,057,000 100%
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room
153-3015
Pittsburgh, PA 15259
Class B-3
Name and Address Principal Amount % of Class
Boston Safe Deposit & Trust Company $2,898,000 100%
c/o Mellon Bank N.A.
Three Mellon Bank Center, Room
153-3015
Pittsburgh, PA 15259
6
<PAGE>
Class PO
Name and Address Principal Amount % of Class
Bear, Stearns Securities Corp. $274,090 100%
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Class X
Name and Address Principal Amount % of Class
Nomura Securities/Fixed Income $212,540,592 100%
2 World Financial Center, Bldg. B
New York, NY 10281-1198
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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:
1. Financial Statements:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Exhibit No. Description
----------- -----------
99.1. Statement of Compliance of the Master
Servicer.
99.2 Annual Report of Independent
Accountant with respect to the Master
Servicer's overall servicing
operations.
7
<PAGE>
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: March 26, 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:
Signature Position Date
--------- -------- ----
/s/ Peter T. Paul President and Director March 26, 1998
- ----------------------------- (Principal Executive Officer)
Peter T. Paul
/s/ Becky S. Poisson Vice President and Director March 26, 1998
- -----------------------------
Becky S. Poisson
/s/ Gilbert J. MacQuarrie Vice President, Treasurer, March 26, 1998
- ----------------------------- Secretary and Director
Gilbert J. MacQuarrie (Principal Financial Officer and
Principal Accounting Officer)
/s/ Steven M. Abreu Vice President and Director March 26, 1998
- -----------------------------
Steven M. Abreu
- ----------------------------- Director March __, 1998
Kenneth Siprelle
- ----------------------------- Director March __, 1998
John Edmonds
/s/ Kristen Decker Vice President March 26, 1998
- -----------------------------
Kristen Decker
8
<PAGE>
INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
- ----------- -----------
99.1 Statement of Compliance of the Master Servicer.
99.2 Annual Report of Independent Accountant with respect to
the Master Servicer's overall servicing operations.
9
Exhibit 99.1
HEADLANDS MORTGAGE SECURITIES INC.
Mortgage Pass-Through Certificates Series 1997-2
Officer's Certificate
In connection with the above-referenced trust and pursuant to Section 3.13 of
the related Pooling and Servicing Agreement ("Agreement"), Headlands Mortgage
Company (as "Master Servicer") hereby confirms the following:
(i) a review of the activities of the Master Servicer during 1997 and of
performance under the Agreement has been made under the undersigned's
supervision; and
(ii) to the best of the undersigned's knowledge, based on such review, the
Master Servicer has fulfilled all of its obligations under the Agreement
for the calendar year 1997.
HEADLANDS MORTGAGE SECURITIES INC.
By: /s/ Gilbert J. MacQuarrie
-----------------------------------------
Gilbert J. MacQuarrie
Vice President, Treasurer and Secretary
10
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.
/s/ KPMG Peat Marwick LLP
San Francisco, California
February 13, 1998
11
<PAGE>
[HEADLANDS MORTGAGE COMPANY 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
12
