<PAGE>
CONFORMED WITH EXHIBITS
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR (15D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ___________ TO _______________
Commission file number 333-80437
GREENPOINT CREDIT, LLC, as Servicer and Seller of certain manufactured
HOUSING CONTRACTS CONVEYED TO A CERTAIN TRUST WHICH TRUST ISSUED:
GREENPOINT CREDIT MANUFACTURED HOUSING CONTRACT TRUST PASS-
THROUGH CERTIFICATES, SERIES 1999-3, CLASS IA AND CLASS IIA CERTIFICATES
(TOGETHER, THE "OFFERED CERTIFICATES")
GREENPOINT CREDIT, LLC
______________________________________________________________________________
(exact name of registrant as specified in charter)
DELAWARE 13-4002891
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(state or other (I.R.S. employer
jurisdiction of incorporation) identification number)
10089 Willow Creek Road
San Diego, California 92131
(858) 530-9394
(address and telephone number of registrant's principal executive offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Title of each class Name of each exchange on which registered
----------------------- -----------------------------------------
None None
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Indicate by check mark whether the registrant 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 [_](1)
AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT:
NOT APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
NUMBER OF SHARES OF REGISTRANT'S COMMON STOCK OUTSTANDING AS OF DECEMBER 31,
1999: NOT APPLICABLE.
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(1) On February 27, 1992, the Securities and Exchange Commission granted the
Registrant a "no action" and exemptive order request to modify the information
required to be reported by the trust under Section 13 and 15(d) of the
Securities Exchange Act of 1934
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ITEM 1. BUSINESS
GreenPoint Credit, LLC (the "Registrant") is filing this Annual Report on
Form 10-K in its capacity as Seller of certain manufactured housing contracts
(the "Contracts") conveyed to a trust (the "Trust"). The Trust issued the
GreenPoint Credit Manufactured Housing Contract Trust Pass-Through Certificates,
Series 1999-3 (the "Certificates") pursuant to a pooling and servicing
agreement, dated as of May 1, 1999 (the "Agreement"), between the Registrant, as
Seller and Servicer and The First National Bank of Chicago, as Trustee (the
"Trustee"). The Certificates evidence undivided beneficial interests in the
Trust.
In filing this Annual Report on Form 10-K, the Registrant is using a reduced
disclosure format pursuant to a "no action" letter and exemptive order granted
to its predecessor in interest, Security Pacific Acceptance Corp., by the
Securities and Exchange Commission on February 27, 1992 (the "Order").
ITEM 2. PROPERTIES
Pursuant to the terms of the Order, reference is hereby made to the Annual
Statement as to Compliance delivered to the Trustee with respect to the Trust
(the "Annual Statement as to Compliance"), filed as Exhibit 99.1 to this Annual
Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
The Registrant was a party to no material pending legal proceedings during
the period covered by this Annual Report and during such period knew of no other
material pending legal proceedings involving the Trust, the manufactured housing
contracts contained in such Trust (the "Contract Pool"), or with respect to the
Contract Pool, the Trustee, any custodian or the Servicer other than ordinary
routine litigation incidental to the Trustee's, any custodian's or the
Servicer's duties under the Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant knows of no vote or consent of holders of any Certificate
that was solicited for any purpose during the calendar year covered by this
Annual Report on Form 10-K.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no established public trading market for the offered
Certificates.
(b) As of December 31, 1999, the offered Certificates were held of record by
1 Depository Trust Company Participant.
2
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Annual Statement as to Compliance with respect to the Trust for the
period covered by this Annual Report appears as Exhibit 99.1 to this Annual
Report on Form 10-K.
The Annual Report on the Servicer's servicing activities for the Trust for
the period covered by this Annual Report is included as Exhibit 99.2 to this
Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART IV
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transaction between the Trust and the holders of the Certificates
occurred during the period covered by this Annual Report on Form 10-K, except
routine distributions to such certificate holders as contemplated by the
agreement.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Pursuant to the Order, the Registrant includes as an exhibit to this Annual
Report on Form 10-K the Annual Statement as to Compliance with respect to the
Trust for the year ended December 31, 1999 delivered by the Servicer under the
Agreement and the annual report on the Servicer's servicing activities for the
Trust.
Exhibit No.
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99.1 Annual Statement as to Compliance for the
Trust for the year ended December 31, 1999.
99.2 Annual Servicing Report for the Trust
for the year ended December 31, 1999.
99.3 Aggregate Payment Amounts for the
year ended December 31, 1999.
3
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: March 29, 2000
/s/ Charles O. Ryan
-----------------------
Charles O. Ryan
Vice President
GreenPoint Credit, LLC
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ Peter Paul President, Chief Executive March 29, 2000
- ----------------------------- Officer and Manager
Peter Paul*
/s/ John S Buchanan Senior Vice President March 29, 2000
- ----------------------------- Treasurer and Manager
John S. Buchanan*
/s/ Charles P. Richardson Executive Vice President March 29, 2000
- ----------------------------- and Manager
Charles P. Richardson*
/s/ Abdul H. Rajput Executive Vice President March 29, 2000
- ----------------------------- and Manager
Abdul H. Rajput*
/s/ Robert Arena Executive Vice President March 29, 2000
- -----------------------------
Robert Arena*
/s/ Alberto Bambach Senior Vice President March 29, 2000
- -----------------------------
Alberto Bambach*
* Signed by Charles P. Richardson, Attorney-in-Fact.
4
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Annual Statement as to Compliance for the Trust
for the year ended December 31, 1999
99.2 Annual Servicing Report for the Trust for the
year ended December 31, 1999
99.3 Aggregate Payment Amounts for the year
ended December 31, 1999
5
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EXHIBIT 99.1
ANNUAL STATEMENT AS TO COMPLIANCE
The undersigned certifies that she is an Assistant Vice President of GreenPoint
Credit, LLC (the "Servicer") and that, as such, she is duly authorized to
execute and deliver this certificate on behalf of the Servicer pursuant to
Section 4.20 of the Pooling and Servicing Agreement (the "Agreement"), dated as
of May 1, 1999 between GreenPoint Credit Corp., as Seller and Servicer, and The
First National Bank of Chicago, as Trustee, (all capitalized terms used herein
without definition having the respective meanings specified in the Agreement)
and further certifies that:
1. I have reviewed the activities for the one year period ending December 31,
1999 and performance under this agreement has been made under such
officer's supervision under Section 4.20 of the Agreement; and
2. To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such period.
IN WITNESS WHEREOF, I have affixed hereunto my signature this 29th day of
February, 2000.
GREENPOINT CREDIT, LLC
By /s/ Mary Churley
-----------------------------------
Mary Churley
Assistant Vice President and Manager
Investor Servicing
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EXHIBIT 99.2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder
of GreenPoint Credit, LLC
We have examined management's assertion about GreenPoint Credit, LLC's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
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Mortgage Bankers (USAP) as of and for the year ended December 31, 1999 included
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in the accompanying management assertion. Management is responsible for
GreenPoint Credit, LLC's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's assertion about the
entity'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 GreenPoint Credit, LLC'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 GreenPoint Credit LLC's compliance with the minimum
servicing standards.
In our opinion, management's assertion that GreenPoint Credit, LLC complied
with the aforementioned minimum servicing standards as of and for the year
ended December 31, 1999 is fairly stated, in all materials respects.
/s/ PricewaterhouseCoopers LLP
January 18, 2000
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EXHIBIT 99.3
GREENPOINT MANUFACTURED HOUSING CONTRACT TRUST
PASS THROUGH CERTIFICATES
SERIES 1999-3
January 1, 1999 through December 31, 1999
<TABLE>
<CAPTION>
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5
-------------- -------------- ------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
1999 Distribution Allocable to Principal 28,898,527.29 0.00 0.00 0.00 0.00
1999 Distributions Allocable to Interest 5,097,486.97 1,092,680.96 3,976,143.36 5,998,545.04 5,205,666.64
12/31/99 Remaining Principal Balance 124,712,472.71 27,002,000.00 95,275,000.00 137,792,000.00 115,000,000.00
Class A-6 Class A-7 Class II A-1 Class II A-2
-------------- -------------- ------------- ---------------
1999 Distributions Allocable to Principal 0.00 0.00 6,438,954.94 0.00
1999 Distributions Allocable to Interest 1,992,333.36 6,819,816.56 1,645,383.98 1,806,062.50
12/31/99 Remaining Principal Balance 43,000,000.00 140,711,484.00 41,267,219.06 50,000,000.00
</TABLE>
Number and aggregate remaining principal balance of Contracts with payments
delinquent:
Days Delinquent Number Aggregate Remaining Principal Balance
--------------- ------ -------------------------------------
31 - 59 537 19,588,919.31
60 - 89 145 5,413,814.86
90 or more 174 6,933,492.14
<TABLE>
<S> <C> <C>
Aggregate amount of servicing fees and expenses payable out of the trust for 1999: 5,307,605.12
The number of contracts that were repurchased or replaced during 1999 0
1999 Aggregate Principal Balance of All Contracts repossessed or foreclosed upon 3,074,270.38
The balance in the Reserve Account as of 12/31/99 0.00
1999 Cumulative Realized Losses 428,563.09
The amount of any outstanding Monthly Advance Amount as of 12/31/99 655,448.15
1999 amounts deposited to Reserve Account 0.00
The pool scheduled principal balance, expressed as a percentage 95.6378737% 810097659
of the Cut-Off Date pool principal balance 774760176
The number of Manufactured Homes Currently held by the Servicer due to Repossessions 324
and the aggregate principal balance of the related defaulted Contracts 12,306,474.47
</TABLE>
