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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, 1999
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: 333-70189-1
AMERICAN RESIDENTIAL EAGLE, INC. (AS DEPOSITOR OF AMERICAN RESIDENTIAL EAGLE
BOND TRUST 1999-2, ISSUER OF COLLATERALIZED HOME EQUITY BONDS, SERIES 1999-2,
UNDER A DEPOSIT TRUST AGREEMENT DATED JULY 1, 1999)
AMERICAN RESIDENTIAL EAGLE INC.
(Exact Name of registrant as specified in its charter)
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DELAWARE 33-0787975
(State or other jurisdiction of incorporation or (I.R.S. employer identification no.)
organization)
445 MARINE VIEW AVENUE, SUITE 230, 92014
DEL MAR, CALIFORNIA (Zip code)
(Address of principal executive offices)
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(858) 350-5001
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:
NONE NONE
(Title of class) (Title of class)
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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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AMERICAN RESIDENTIAL EAGLE INC.
COLLATERALIZED HOME EQUITY BONDS, SERIES 1999-2
INDEX
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Page
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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............. 5
PART IV ....................................................................... 5
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K........................................ 5
SIGNATURES ................................................................. 6
INDEX TO EXHIBITS............................................................... 7
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PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
American Residential Eagle Inc. (the "Depositor") 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 Depositor is not aware of any material pending legal proceedings
involving either the Collateralized Home Equity Bonds, Series 1999-2, the
American Residential Eagle Bond Trust 1999-2 (the "Trust"); the Master Servicing
Agreement; the Deposit Trust agreement; the Master Servicer; the Trustee; the
Depositor; 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 Depositor, there is no established public
trading market for the Bonds.
All of the Class A-1 Bonds and Class A-2 Bonds issued by the Trust are
held by the Depository Trust Company ("DTC") which in turn maintains records of
holders of beneficial interests in such Bonds. Based on information obtained by
the Trust from DTC, as of December 31, 1999, there were nine holders of Class
A-1 Bonds and two holders of Class A-2 Bonds.
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 Depositor and its accountants.
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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 Depositor is a wholly-owned subsidiary of American Residential
Investment Trust, a Maryland corporation. The Trust is a Delaware statutory
business trust wholly-owned by the Depositor.
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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:
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Exhibit No. Description
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99.1* Statement of Compliance of the Master Servicer
pursuant to Section 3(h) of the Master Servicing
Agreement.
99.2** Annual Reports of Independent Accountants of
Servicer with respect to Servicer's overall
servicing operations pursuant to Section 4.26 of
the Master Mortgage Loan Sale and Purchase
Agreement between American Residential
Investment Trust and Option One Mortgage
Corporation.
99.3*** Annual Report of Independent Accountants of
Servicer with respect to Servicer's overall
servicing operations pursuant to Section 5.05 of
the Mortgage Loan Purchase and Servicing
Agreement between American Residential
Investment Trust and Countrywide Home Loans,
Inc.
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* The document is not due to be delivered until June 30, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant.
**The document is not due to be delivered until April 30, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant.
***The document is not due to be delivered until May 31, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Depositor has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
By: AMERICAN RESIDENTIAL EAGLE INC.,
As Depositor
By: /s/ Judith A. Berry
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Name: Judith A. Berry
Title: Executive Vice President,
Chief Financial Officer
Date: March 30, 2000.
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
Depositor and in the capacities and on the dates indicated:
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Signature Position Date
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/s/ John R.Robbins Chief Executive Officer and March 30, 2000
- ---------------------------------- Chairman of the Board of Directors
John R. Robbins (Principal Executive Officer)
/s/ Jay M. Fuller President, Chief Operating Officer March 30, 2000
- ---------------------------------- and Director
Jay M. Fuller
/s/ Judith A. Berry Executive Vice President, Chief March 30, 2000
- ---------------------------------- Financial Officer and Director
Judith A. Berry (Principal Financial and Accounting
Officer)
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INDEX TO EXHIBITS
Item 14(C)
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Exhibit No. Description
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99.1* Statement of Compliance of the Master Servicer pursuant to
Section 3(h) of the Master Servicing Agreement.
99.2** Annual Reports of Independent Accountants of Servicer with
respect to Servicer's overall servicing operations pursuant to
Section 4.26 of the Master Mortgage Loan Sale and Purchase
Agreement between American Residential Investment Trust and
Option One Mortgage Corporation.
99.3*** Annual Report of Independent Accountants of Servicer with
respect to Servicer's overall servicing operations pursuant to
Section 5.05 of the Mortgage Loan Purchase and Servicing
Agreement between American Residential Investment Trust and
Countrywide Home Loans, Inc.
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* The document is not due to be delivered until June 30, 2000, 1999. Such
document will be filed with the Securities and Exchange Commission by amendment
upon receipt by the Registrant.
**The document is not due to be delivered until April 30, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant.
***The document is not due to be delivered until May 31, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the Registrant.
