UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "ACT")
For the fiscal year ended December 31, 1999
Commission File Number: 333-68951-01
GE CAPITAL MORTGAGE FUNDING CORPORATION
---------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-2134173
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Executive Campus
Cherry Hill, New Jersey 08002
----------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 661-5881
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 Act 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___
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: None
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 1,000 shares of common stock,
par value $.01 per share, outstanding as of March 24, 2000.
DOCUMENTS INCORPORATED BY REFERENCE:
THE CURRENT REPORTS OF GE CAPITAL MORTGAGE SERVICES, INC.
ON FORM 8-K REFERRED TO IN RESPONSE TO PART I, ITEM 2 HEREOF.
<PAGE>
GE CAPITAL MORTGAGE FUNDING CORPORATION
TABLE OF CONTENTS
Page
----
PART I
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
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 3
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 4
Item 8. Financial Statements and Supplementary Data 4
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 4
PART III
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
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 7
Supplemental Information 8
SIGNATURES 9
INDEX TO EXHIBITS 10
<PAGE>
GE Capital Mortgage Funding Corporation (the "Company") is a wholly-owned
subsidiary of GE Capital Mortgage Services, Inc. (formerly Travelers Mortgage
Services, Inc.) ("GECMSI"). This Form 10-K of the Company includes the
information required to be set forth herein in accordance with the Amended
Application for Exemptive Order dated December 1, 1986 (the "Exemptive Order"),
filed by GECMSI, which Exemptive Order was granted by the Securities and
Exchange Commission on January 15, 1987.
PART I
Item 1. Business
- ------- --------
In accordance with the Exemptive Order, the Company is not required to provide
any other information under Item 1.
Item 2. Properties
- ------- ----------
The information set forth in the Current Reports on Form 8-K of GECMSI dated
November 25, 1999 and December 27, 1999 for the Company's publicly issued
Multi-Class Pass-Through Certificates, Series 1999-HE3 is incorporated herein by
reference. See also GECMSI's Annual Statement as to Compliance that is filed as
Exhibits 99.1 under Part IV, Item 14(a) hereof.
Item 3. Legal Proceedings
- ------- -----------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- ------- ---------------------------------------------------------------------
There is no established public trading market for the Company's publicly issued
Multi-Class Pass-Through Certificates (the "Certificates").
As of December 31, 1999, the number of holders of record of Certificates was as
follows:
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1999-HE3 Class A1 6
Series 1999-HE3 Class A2 6
Series 1999-HE3 Class A3 7
Series 1999-HE3 Class A4 19
Series 1999-HE3 Class A5 3
Series 1999-HE3 Class A6 3
Series 1999-HE3 Class B1 1
Series 1999-HE3 Class B2 1
Series 1999-HE3 Class M 1
Series 1999-HE3 Class R1 1
Series 1999-HE3 Class R2 1
In accordance with the Exemptive Order, the Company is not required to provide
any other information under Item 5.
Item 6. Selected Financial Data
- ------- -----------------------
In accordance with the Exemptive Order, the Company is not required to provide
this information.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
- ------- ---------------------------------------------------------------
In accordance with the Exemptive Order, the Company is not required to provide
this information.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- ------- ---------------------------------------------------------
In accordance with the Exemptive Order, the Company is not required to provide
this information.
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
See GECMSI's Annual Statement as to Compliance that is filed as Exhibit 99.1
under Part IV, Item 14(a) hereof; see also the report concerning GECMSI's
servicing activities, dated January 28, 2000, prepared by GECMSI's independent
certified public accountants, filed as Exhibit 99.2 (relating to the home equity
loan portion of GECMSI's Servicing Portfolio for which GECMSI is primary
servicer), under Part IV, Item 14(a) hereof. "GECMSI's Servicing Portfolio"
includes, but is not limited to, mortgage loans in Series with respect to which
this Annual Report on Form 10-K is filed.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
- ------- ---------------------------------------------------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
- ------- --------------------------------------------------
In accordance with the Exemptive Order, the Company is not required to provide
this information.
Item 11. Executive Compensation
- ------- ----------------------
In accordance with the Exemptive Order, the Company is not required to provide
this information.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------- --------------------------------------------------------------
(a) Set forth below is certain information with respect to each holder of record
of more than five percent (5%) of the fractional undivided interests in a
Mortgage Pool evidenced by a Class of a Series of Certificates publicly-offered
during1999, as of December 31, 1999.
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
- ------ --------- ---- ----
Series 1999-HE3 Class A1 Boston Safe Deposit and Trust 1 5
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 59
4 New York Plaza, 13th Floor
New York, NY 10004
Northern Trust Company - 1 7
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
State Street Bank and Trust Company 1 24
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE3 Class A2 The Bank of New York 1 11
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 23
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 15
4 New York Plaza, 13th Floor
New York, NY 10004
Northern Trust Company - 1 16
Safekeeping
50 LaSalle Street, Level A
Chicago, IL 60675
State Street Bank and Trust Company 1 34
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE3 Class A3 American Express Trust Company 1 29
180 East 5th Street - Safekeeping
St. Paul, MN 55101
Banc of America Securities LLC 1 6
185 Berry Street, 3rd Floor
San Francisco, CA 94107
The Bank of New York 1 18
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 18
4 New York Plaza, 13th Floor
New York, NY 10004
Citibank, N.A. 1 19
P.O. Box 30576
Tampa, FL 33630-3576
State Street Bank and Trust Company 1 6
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
North Quincy, MA 02171
Series 1999-HE3 Class A4 The Bank of New York 1 20
925 Patterson Plank Road
Secaucus, NJ 07094
The Bank of New York/First Union 1 29
Safekeeping
16 Wall Street, 5th Floor
New York, NY 10005
Chase Manhattan Bank 1 11
4 New York Plaza, 13th Floor
New York, NY 10004
Fleet National Bank 1 5
c/o Fleet Services Corp.
2nd Floor NYROTO2B
Rochester, NY 14638
First Union National Bank 1 19
1525 West W.T. Harris Boulevard, 34A
Charlotte, NC 28288
Series 1999-HE3 Class A5 Chase Manhattan Bank 1 43
4 New York Plaza, 13th Floor
New York, NY 10004
The Northern Trust Company 1 15
801 S. Canal C-IN
Chicago, IL 60607
U.S. Bank National Association 1 43
MPFP 1603 Proxy Unit
601 Second Avenue South
Minneapolis, MN 55402
Series 1999-HE3 Class A6 Bankers Trust Company 1 8
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
The Bank of New York/First Union 1 66
Safekeeping
16 Wall Street, 5th Floor
New York, NY 10005
The Northern Trust Company 1 26
801 S. Canal C-IN
Chicago, IL 60607
Series 1999-HE3 Class B1 The Bank of New York/First Union 1 100
Safekeeping
16 Wall Street, 5th Floor
New York, NY 10005
Series 1999-HE3 Class B2 The Bank of New York/First Union 1 100
Safekeeping
16 Wall Street, 5th Floor
New York, NY 10005
Series 1999-HE3 Class M The Bank of New York/First Union 1 100
Safekeeping
16 Wall Street, 5th Floor
New York, NY 10005
Series 1999-HE3 Class R1 Credit Suisse First Boston 1 100
Corporation
5 Wold Trade Center, 7th Floor
New York, NY 10048
Series 1999-HE3 Class R2 Credit Suisse First Boston 1 100
Corporation
5 Wold Trade Center, 7th Floor
New York, NY 10048
(b) In accordance with the Exemptive Order, the Company is not required to
provide this information.
(c) In accordance with the Exemptive Order, the Company is not required to
provide this information.
Item 13. Certain Relationships and Related Transactions
- ------- ----------------------------------------------
In accordance with the Exemptive Order, the Company is not required to provide
this information.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- ------- ---------------------------------------------------------------
(a) 99.1 GECMSI's Annual Statement as to Compliance for the Series
1999-HE3 Certificates dated March 24, 2000.
99.2 Report dated January 28, 2000 prepared by GECMSI's independent
certified public accountants, concerning GECMSI's activities
for the period ended December 31, 1999 (relating to the
portion of mortgage loans in GECMSI's Servicing Portfolio, as
defined in Item 8, which are home equity mortgage loans, for
which GECMSI is primary servicer).
(b) In accordance with the Exemptive Order, the Company is not required to
provide this information.
(c) In accordance with the Exemptive Order, the Company is not required to
provide this information.
(d) In accordance with the Exemptive Order, the Company is not required to
provide this information.
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
- --------------------------------------------------------------------------------
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
- --------------------------------------------------------------------------------
Section 12 of the Act
- ---------------------
No annual report to security holders covering the Registrant's last fiscal year
or proxy statement, form of proxy or other proxy solicitation material has been
sent to holders of Certificates.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 29th day of March,
2000.
GE CAPITAL MORTGAGE FUNDING CORPORATION
By: /s/ Mark Danahy
------------------------------------
Mark Danahy
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been executed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
/s/ Thomas H. Mann Director (Principal March 29, 2000
- ----------------------------- Executive Officer)
Thomas H. Mann
/s/ Glen A. Messina Director March 29, 2000
- -----------------------------
Glen A. Messina
/s/ Gerhard A. Miller Director March 29, 2000
- -----------------------------
Gerhard A. Miller
/s/ JoAnn B. Rabitz Director March 29, 2000
- -----------------------------
JoAnn B. Rabitz
/s/ Theodore F. Weiland Director March 29, 2000
- -----------------------------
Theodore F. Weiland
/s/ Larry Spangler (Acting) Principal Financial March 29, 2000
- ----------------------------- and Accounting Officer
Larry Spangler
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 GECMSI's Annual Statement as to Compliance for the Series 11
1999-HE3 Certificates dated March 24, 2000.
99.2 Report dated January 28, 2000 prepared by GECMSI's 13
independent certified public accountants, concerning GECMSI's
activities for the period ended December 31, 1999 (relating to
theportion of mortgage loans in GECMSI's Servicing Portfolio,
as defined in Item 8, which are home equity mortgage loans, for
which GECMSI is primary servicer).
Exhibit 99.1
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1999-HE3
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1999-HE3 Home Equity Loan Pass-Through Certificates (the "Agreement") entered
into by GE Capital Mortgage Funding Corporation, as Seller, GE Capital Mortgage
Services, Inc., as Servicer, and Bank One, National Association, as Trustee,
which Agreement requires an annual statement of compliance to be made to the
Trustee by an officer of the Servicer, hereby state that:
(i) a review of the activities of the Servicer during the
preceding calendar year and of its performance under the
Agreement has been made under the undersigned officers'
supervision; and
(ii) to the best of the undersigned officers' knowledge, based on
such review, (1) the Servicer has fulfilled all of its
material obligations under the Agreement throughout such year,
except as set forth on Exhibit A hereto.
and (2) no Trigger Event has occurred.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 24, 2000
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Senior Vice President
By: /s/ Tim Neer
- ------------------------------
Tim Neer
Vice President
<PAGE>
EXHIBIT A
None
KPMG
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the Company's) compliance with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers for home equity loans (including those serviced by
the Company pursuant to various pooling and servicing agreements relating to the
Company's publicly rated mortgage-backed securities program) 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 the Company has complied in all
material respects with the aforementioned minimum servicing standards for home
equity loans as of and for the year ended December 31, 1999, is fairly stated,
in all material respects.
/s/ KPMG LLP
January 28, 2000
<PAGE>
GE Capital Mortgage Services, Inc.
A Unit of GE Capital Mortgage Corporation
Three Executive Campus, PO Box 5260
Cherry Hill, NJ 08034-0455
856 661-6100, 800 257-7818
As of and for the year ended December 31, 1999, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards for home equity servicers as 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 in the minimum amount of $120 million and
$20 million, respectively.
/s/ Greg Gibson
_________________________________________
Greg Gibson
Senior Vice President, Servicing
GE Capital Mortgage Services, Inc.
