<PAGE>
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: 333-46019-3
GreenPoint Mortgage Securities Inc. (formerly Headlands Mortgage Securities
Inc.) (as Sponsor under a Pooling and Servicing Agreement dated as of December
1, 1998, among the Sponsor, GreenPoint Mortgage Funding, Inc. (formerly
Headlands Mortgage Company, Inc.), as Seller and Master Servicer, and the Bank
of New York, as Trustee, providing for the issuance of Mortgage Pass-Through
Certificates Series 1998-3)
GREENPOINT MORTGAGE SECURITIES INC.
(Exact Name of registrant as specified in its charter)
Delaware 68-0397342
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
700 Larkspur Landing Circle, Suite 240, 94939
Larkspur, California (Zip code)
(Address of principal executive offices)
(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
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GREENPOINT MORTGAGE SECURITIES INC.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-3
INDEX
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Page
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<S> <C>
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
</TABLE>
<PAGE>
PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
GreenPoint Mortgage Securities Inc. (formerly 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 1998-3 (the
"Trust"), established December 1, 1998, among The Bank of New York, as trustee
(the "Trustee"), GreenPoint Mortgage Securities Inc. (formerly Headlands
Mortgage Securities Inc.), as Sponsor, GreenPoint Mortgage Funding, Inc.
(formerly Headlands Mortgage Company, Inc.), as Seller and Master 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.
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.
<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
the 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.
<TABLE>
<CAPTION>
CLASS A-1
Name and Address Principal Amount % of Class
- ---------------- ---------------- ----------
<S> <C> <C>
Chase Manhattan Bank $50,000,000 23.09%
4 New York Plaza, 13th Floor
New York, NY 10004
Investors Fiduciary Trust Company $166,562,200 76.91%
Joseph J. Callahan
1776 Heritage Dr.
Global Corporate Action Unite
No. Quincy, MA 02171
CLASS PO
Name and Address Principal Amount % of Class
- ---------------- ---------------- ----------
Bear Stearns Securities Corp. $1,002,393 100%
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
CLASS B-1
Name and Address Principal Amount % of Class
- ---------------- ---------------- ----------
Bankers Trust Company $4,556,300 100%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS B-2
Name and Address Principal Amount % of Class
- ---------------- ---------------- ----------
<S> <C> <C>
Bear Stearns Securities Corp. $2,050,300 100%
One Metrotech Center North, 4th Floor
Brooklyn, NY 11201-3862
CLASS B-3
Name and Address Principal Amount % of Class
- ---------------- ---------------- ----------
Bank One Trust Co. N.A./Corporate Trust $1,366,900 100%
1900 Polaris Parkway, 4th Floor
Columbus, OH 43240
</TABLE>
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 pursuant to
Section 3.13 of the Pooling
and Servicing Agreement.
99.2* Annual Independent Public
Accountant's Servicing Report with
respect to the Master Servicer's
overall servicing operations
pursuant to Section 3.14 of the
Pooling and Servicing Agreement.
_________________
* The document is not due to be delivered until March 31, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the registrant.
<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: GREENPOINT MORTGAGE SECURITIES INC.,
As Sponsor
By: /s/ Gilbert J. MacQuarrie
---------------------------------------------
Name: Gilbert J. MacQuarrie
Title: Vice President, Chief Financial Officer
and Secretary
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
Sponsor and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Position Date
--------- -------- ----
<S> <C> <C>
/s/ S.A. Ibrahim President and Director March 30, 2000
- -------------------------------------
S.A. Ibrahim (Principal Executive Officer)
/s/ Becky S. Poisson Vice President and Director March 30, 2000
- -------------------------------------
Becky S. Poisson
/s/ Gilbert J. MacQuarrie Vice President, Chief Financial Officer, Secretary March 30, 2000
- -------------------------------------
Gilbert J. MacQuarrie and Director
/s/ Phillip R. Pollock Assistant Secretary March 30, 2000
- --------------------------------------
Phillip R. Pollock
/s/ Steven M. Abreu Vice President and Director March 30, 2000
- -------------------------------------
Steven M. Abreu
/s/ Kenneth Siprelle Director March 30, 2000
- -------------------------------------
Kenneth Siprelle
/s/ John Edmonds Director March 30, 2000
- -------------------------------------
John Edmonds
/s/ Kristen Decker Vice President March 30, 2000
- -------------------------------------
Kristen Decker
</TABLE>
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INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
- ----------- -----------
99.1 Statement of Compliance of the Master Servicer pursuant to
Section 3.13 of the Pooling and Servicing Agreement.
99.2* Annual Independent Public Accountant's Servicing Report
with respect to the Master Servicer's overall servicing
operations pursuant to Section 3.14 of the Pooling and
Servicing Agreement.
_____________________
* The document is not due to be delivered until March 31, 2000. Such document
will be filed with the Securities and Exchange Commission by amendment upon
receipt by the registrant.
<PAGE>
Exhibit 99.1
[GREENPOINT MORTGAGE FUNDING, INC. LETTERHEAD]
March 31, 2000
The Bank of New York
101 Barclay Street, 12E
New York, NY 10286
Attn: Mortgage-Backed Securities Group
(Headlands 1998-3)
Standard & Poor's Ratings Services
25 Broadway
New York, NY 10004
Attn: Structured Finance
FITCH IBCA
One State Street Plaza
New York, NY 10004
Attn: Residential Mortgage Surveillance Group
GreenPoint Mortgage Securities Inc.
700 Larkspur Landing Circle, Suite 240
Larkspur, CA 94939
RE: Headlands Mortgage Pass-Through Certificates (Series 1998-3);
Officer's Certificate of the Master Servicer
--------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 3.13 of the Pooling and Servicing Agreement with
respect to the above-referenced offering, the undersigned officer of GreenPoint
Mortgage Funding, Inc. (as "Master Servicer") hereby certifies as to the
following:
1. a review of the activities of the Servicer and its performance under
the Pooling and Servicing Agreement during the preceding fiscal year
since the inception of the trust has been made under the direct
supervision of the undersigned officer; and
2. to the best knowledge of the undersigned officer, based on such
review, the Master Servicer has fulfilled all of its material
obligations under the Pooling and Servicing Agreement throughout the
applicable period, and there has been no known default in the
fulfillment of the Master Servicer's material obligations throughout
such period.
[Signature Page to Follow]
<PAGE>
The Bank of New York
Standard & Poor's Rating Services
FITCH IBCA
GreenPoint Mortgage Securities Inc.
March 31, 2000
Page 2
Very truly yours
GREENPOINT MORTGAGE
FUNDING, INC.,
as Master Servicer
/s/ Kristen Decker
------------------------
Kristen Decker
Vice President
