UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Washington Mutual Bank, FA
(as Seller and Servicer under certain Pooling and Servicing Agreements
providing for the issuance of Mortgage Pass-Through certificates, issuable in
series)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR FISCAL YEAR ENDED
DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO :
COMMISSION FILE NUMBER 000-25188-01
WASHINGTON MUTUAL BANK, FA
---------------------------------
(Exact name of registrant as specified in its charter)
FEDERAL CHARTER 68-0172274
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
9200 OAKDALE AVENUE, CHATSWORTH, CALIFORNIA 91311
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (206) 490-1347
------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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 last 90 days. YES X NO .
--- ---
Documents Incorporated by Reference:
NONE
Note: In filing this Annual Report, the Registrant is using a reduced
disclosure format pursuant to exemptive orders obtained from the Securities
and Exchange Commission on September 4, 1987 and January 12, 1989 (the
"Orders").
<PAGE>
PART I
Item 1. Business. Washington Mutual Bank, FA, a federally chartered savings
association (the "Registrant"), is filing this Annual Report on Form 10-K (the
"Annual Report") in its capacity as a servicer of certain adjustable-rate,
1-4 unit residential loans under Pooling and Servicing Agreements (collectively,
the "Agreements") between the Registrant and Deutsche Bank, as trustee (the
"Trustee"), each of which established a separate mortgage loan pool (each,
a "Mortgage Pool"). Mortgage Pass-Through Certificates, Class A, Series
1987-A, Series 1987-1, Series 1988-1, and Series 1988-2 (each, a
"Certificate Series," and collectively, the "Class A Certificates"), have
been issued pursuant to the Agreements, with each such series evidencing an
undivided beneficial interest in the Mortgage Pool established by the
related Agreement.
On October 3, 1998, Home Savings of America, fsb, a federally chartered
savings bank, was merged with and into Washington Mutual Bank, FA.
In filing this Annual Report, the Registrant is using a reduced
disclosure format pursuant to exemptive orders obtained from the Securities
and Exchange Commission on September 4, 1987 and January 12, 1989 (the
"Orders").
Item 2. Properties. Pursuant to the terms of the Orders, reference is
hereby made to the annual statement as to compliance delivered to the
Trustee with respect to the Mortgage Pools (the "Annual Statement as to
Compliance"), filed as Exhibit 28.1 to this Annual Report.
Item 3. Legal Proceedings. There are no material pending legal
proceedings involving any Mortgage Pool, the Trustee or the Registrant
relating to any Certificate Series.
Item 4. Submission of Matters to a Vote of Security Holders. No vote or
consent of holders of any Certificate Series was solicited for any purpose
during the calendar year covered by this Annual Report.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters. To the best knowledge of the Registrant, the Class A Certificates
are traded in the secondary market.
As of December 31, 1999, based on information provided to the Registrant
by the Trustee, the Class A Certificates were held of record by the number
of holders specified in the following table:
Certificate Number of
Series Holders
----------- ---------
1987-A 4
1987-1 6
1988-1 7
1988-2 4
Item 8. Financial Statements and Supplementary Data. Pursuant to the
terms of the Orders, reference is hereby made to the annual independent
public accountants' servicing report delivered to the Trustee with respect
to the Mortgage Pools (the "Independent Accountants' Report on Compliance
with Uniform Single Attestation Program for Mortgage Bankers"), filed as
Exhibit 28.2 to this Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure. None.
PART III
Item 12. Security Ownership of Certain Beneficial Owners. The Registrant
does not maintain records regarding persons known to it to be the record
owners of more than 5% of each Certificate Series. Pursuant to the Orders,
the record owners of more than 5% of each Certificate Series as of December
31, 1999 are set forth below. Such information has been provided to the
Registrant by the Trustee.
<PAGE>
<TABLE>
<CAPTION>
Percent of
Certificate
Certificate Name and Address Amount Held Series
Series of Record Holder of Record Held of Record
- ----------- ---------------------- ----------- --------------
<S> <C> <C> <C>
1987-A Bankcan & Co. $ 47,625,000 49.03%
Bankers Trust Company
Attn: FHLB Unit
16 Wall Street
New York, NY 10015
1987-A Cede & Co. $ 40,250,000 41.43%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1987-A Great Western Bank $ 8,268,957 8.51%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1987-1 Guaranty Federal Bank FSB $ 52,400,000 23.45%
Attn: Patricia King
8333 Douglas Avenue
Dallas, TX 75225
1987-1 Guaranty Federal Savings Bank $ 22,750,000 10.18%
Attn: Kathy Kitchen
TIFS Accounting
PO BOX 1149
Austin, TX 78767
1987-1 Cede & Co. $118,825,000 53.17%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1987-1 Great Western Bank $ 19,002,265 8.50%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1988-1 Cede & Co. $142,875,000 67.96%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
<PAGE>
Percent of
Certificate
Certificate Name and Address Amount Held Series
Series of Record Holder of Record Held of Record
- ----------- ---------------------- ----------- --------------
<S> <C> <C> <C>
1988-1 Guaranty Federal Savings Bank $ 21,750,000 10.34%
Attn: Ellen Taylor TIFS Accounting
1300 South Mopac Expressway
Austin, TX 78746-6497
1988-1 Bank of New York as Trustee $ 15,000,000 7.13%
Under the Trust Agreement
GSMSC Series
Attn: Corp Trust/MBS Unit
/GSMSC 1999-1
101 Barclay Street,
Floor 12E
New York, NY 10286
1988-1 Great Western Bank $ 16,609,530 7.90%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
1988-2 Bankcan & Co. $117,450,000 54.21%
Bankers Trust Company
Attn: FHLB Unit
16 Wall Street
New York, NY 10015
1988-2 Cede & Co. $ 81,000,000 37.39%
c/o Depository Trust Co.
Attn: Dividend Announcements
7 Hanover Square, 22nd Floor
New York, NY 10004
1988-2 Great Western Bank $ 18,199,393 8.40%
Attn: Treasury Operations
9200 Oakdale Mail Stop N1183
Chatsworth, CA 91311
</TABLE>
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) and (c) Exhibits. Pursuant to the Orders, the Registrant includes as
exhibits to this Annual Report the Annual Statement as to Compliance and
the Independent Accountants' Report on Compliance with Uniform Single
Attestation Program for Mortgage Bankers.
Exhibit
No.
- -------
28.1 Annual Statement as to Compliance for Certificate Series 1987-A
through 1988-2.
28.2 Supplemental Report of Independent Accountants on Compliance with
Uniform Single Attestation Program for Mortgage Bankers.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 BY REGISTRANTS WHICH
HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934.
No annual report or proxy material with respect to the period covered by
this Annual Report on Form 10-K has been sent to the holders of the Class A
Certificates.
<PAGE>
Signatures by Registrant
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, Washington Mutual Bank, FA has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized on March
30, 2000.
WASHINGTON MUTUAL BANK, FA
/S/ KERRY K. KILLINGER
_______________________
Kerry K. Killinger
President,Chairman and
Chief Executive Officer
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on
behalf of Washington Mutual Bank, FA and in the capacities indicated on
February 15, 2000.
[S] [C]
/S/ KERRY K. KILLINGER /S/ WILLIAM A. LONGBRAKE
___________________________________ ________________________________
Kerry K. Killinger William A. Longbrake
Chairman, President Executive Vice President
and Chief Executive Officer; and Chief Financial
Director (Principal Executive Officer) Officer (Principal Financial
Officer)
/S/ RICHARD M. LEVY
________________________________
Richard M. Levy
Senior Vice President and
Controller (Principal Accounting
Officer)
/S/ DOUGLAS P. BEIGHLE /S/ PHILLIP D. MATTHEWS
___________________________________ ________________________________
Douglas P. Beighle Phillip D. Matthews
Director Director
/S/ DAVID BONDERMAN /S/ MICHAEL K. MURPHY
___________________________________ ___________________________
David Bonderman Michael K. Murphy
Director Director
/S/ MARY E. PUGH
___________________________________ __________________________
J.Taylor Crandall Mary E. Pugh
Director Director
/S/ ROGER H. EIGSTI /S/ WILLIAM G. REED, JR.
___________________________________ ____________________________
Roger H. Eigsti William G. Reed, Jr.
Director Director
/S/ JOHN W. ELLIS /S/ ELIZABETH A. SANDERS
__________________________________ _____________________________
John W. Ellis Elizabeth A. Sanders
Director Director
/S/ ANNE V. FARRELL /S/ WILLIAM D. SCHULTE
__________________________________ ______________________________
Anne V. Farrell William D. Schulte
Director Director
/S/ STEPHEN E. FRANK /S/ JAMES H. STEVER
__________________________________ ______________________________
Stephen E. Frank James H. Stever
Director Director
/S/ WILLIAM P. GERBERDING /S/ WILLIS B. WOOD, JR.
__________________________________ ______________________________
William P. Gerberding Willis B. Wood, Jr.
Director Director
_________________________________
Enrique Hernandez, Jr.
Director
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- ---------------------------------------------------------------
28.1 Annual Statement as to Compliance for Certificate Series 1987-A
through 1988-2.
28.2 Supplemental Report of Independent Accountants on Compliance with
Uniform Single Attestation Program for Mortgage Bankers.
Exhibit 28.1
- ------------
ANNUAL STATEMENT AS TO COMPLIANCE
David Imig, Senior Vice President and Director of Loan Servicing, of
Washington Mutual Bank, FA (the "Bank"), pursuant to Section 3.10 of
certain Pooling and Servicing Agreements between the Bank, as seller and
servicer, and Deutsche Bank, as trustee, dated as of the respective dates
set forth below (the "Pooling and Servicing Agreements") pursuant to which
Mortgage Pass-Through Certificates of the indicated Series were issued:
Date of Pooling and Mortgage Pass-Through
Servicing Agreement Certificates, Series
------------------- ---------------------
September 1, 1987 1987-A
July 1, 1987 1987-1
March 1, 1988 1988-1
April 1, 1988 1988-2
do hereby certify that:
(i) a review of the activities of the Bank for the year ended December
31, 1999 and of performance under the Pooling and Servicing
Agreements has been made under our supervision, and
(ii) to the best of our knowledge, based on such review, the Bank has
fulfilled all of its obligations under each Pooling and Servicing
Agreement throughout such year.
IN WITNESS WHEREOF, we have hereunto signed our names as of this
15th day of February 2000.
/S/ DAVID IMIG
- -------------------------------------------
David Imig
Senior Vice President,
and Director of Loan Servicing
Exhibit 28.2
- ------------
INDEPENDENT ACCOUNTANTS' REPORT ON
COMPLIANCE WITH UNIFORM SINGLE ATTESTATION
PROGRAM FOR MORTGAGE BANKERS
Audit Committee of the Board of Directors
Washington Mutual, Inc.
Seattle, Washington
We have examined management's assertion about Washington Mutual, Inc.'s
(the Company) compliance with the minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (USAP) as of and for the year ended December
31, 1999, 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 Washington Mutual, Inc. complied
with the aforementioned minimum servicing standards as of and for the year
ended December 31, 1999, is fairly stated, in all material respects.
/s/ DELOITTE & TOUCHE LLP
February 25, 2000
