SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
|X| Annual Report under 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
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File No. 333-35471
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UPMFC TRUST 1999-1
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(Exact name of registrant as specified in its charter)
NEW YORK 13-4017742
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
C/O THE BANK OF NEW YORK
101 BARCLAY STREET 12-E NEW YORK, NEW YORK 10286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 815-2297
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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NONE NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(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
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Documents Incorporated by Reference:
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The following documents filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended, are incorporated by reference into Part I of this Form
10-K: the Prospectus Supplement dated February 9, 1999 together with the
Prospectus dated May 22, 1998 and each Form 8-K filed during the period between
March 1, 1999 and December 31, 1999.
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UPMFC TRUST 1999-1
FORM 10-K
TABLE OF CONTENTS
Page
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Part I
Item 1. Business............................................................................ 1
Item 2. Properties.......................................................................... 1
Item 3. Legal Proceedings................................................................... 1
Item 4. Submission of Matters to a Vote of Security Holders................................. 1
Part II
Item 5. Market for Registrant's Common Equity
and Related Shareholder Matters................................................. 1
Item 6. Selected Financial Data............................................................. 2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................................. 2
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . 2
Item 8. Financial Statements and Supplementary Data......................................... 2
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................................................. 2
Part III
Item 10. Directors and Executive Officers of the Registrant.................................. 2
Item 11. Executive Compensation.............................................................. 2
Item 12. Security Ownership of Certain Owners and Management................................. 2
Item 13. Certain Relationships and Related Transactions...................................... 4
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K......................................................... 4
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PART I
ITEM 1 BUSINESS.
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Not applicable.
ITEM 2 PROPERTIES.
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The property of the Trust consists solely of a pool of
mortgage loans, all funds collected in respect thereof and monies on deposit in
certain trust accounts. The monthly remittance reports which the Trustee is
required to include with each monthly distribution of trust assets sets forth
all of the relevant financial information required by the Pooling and Servicing
Agreement to be reported to Certificateholders. The monthly reports filed on
Form 8-K for the months of March 1999 through December 1999 are incorporated
herein by reference. For more information regarding the property of the trust,
see the Master Servicer's Annual Statement of Compliance and the Annual
Accountants' Certificate attached hereto as Exhibits 99.1 and 99.2 respectively.
ITEM 3 LEGAL PROCEEDINGS.
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There were no material legal proceedings involving either the
Trust, the Trustee, the custodian, the Servicer or the Registrant with respect
to the Trust, other than ordinary routine litigation incidental to the duties of
the Trustee, the custodian, the Servicer or the Registrant under the Pooling and
Servicing Agreement.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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No matter was submitted to a vote of security holders during
the fourth quarter of the fiscal year ended December 31, 1999.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
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(a) There is no established trading market for the
Certificates.
(b) As of January 5, 2000, with respect to UPMFC Trust 1999-1
there were eight (8) holders of record of the Registrant's Class A-1
Certificates, there was one (1) holder of record of the Registrant's Class A-2
Certificates and there was one (1) holder of record of the Registrant's Class
A-3 Certificates.
This does not reflect the number of persons who hold
their certificates in nominee or "street" name through various brokerage firms.
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ITEM 6 SELECTED FINANCIAL DATA.
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Not applicable.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS.
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Not applicable.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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Not applicable.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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Not applicable.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
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Not applicable since there was no change of accountants or
disagreements on any matter of accounting principles or practices of financial
disclosure.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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Not applicable.
ITEM 11 EXECUTIVE COMPENSATION.
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Not applicable.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT.
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The following table provides information, as of January 5,
2000 with respect to the ownership by each person or group of persons, known by
the Registrant to be a record owner of 5%
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or more of each class of the 1999-1 Series of Certificates. This does not
reflect the persons who hold their certificates in nominee or "street" name.
Except as set forth below, the Registrant is not aware of any
record owner of more than 5% of each class of the Certificates as of the close
of business on January 5, 2000.
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Percent of Class of
Certificates Outstanding
Series 1999-1 Principal Amount of (by aggregate principal
Class of Certificates Owned balance or Percentage
Certificates Name and Address Of Record Interest)
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Class A-1 The Bank of New York $4,000,000 5%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Chase Manhattan Bank $29,300,000 37.39%
4 New York Plaza - 13th Floor
New York, New York
Boston Safe Deposit and Trust $24,900,000 31.78%
Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust $17,061,000 21.77%
Company
Global Corp. Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Class A-2 Fannie Mae/Investment $15,100,186 100%
Class A-3 Boston Safe Deposit and Trust $35,000,000 100%
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 135-3015
Pittsburgh, PA 15259
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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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Not applicable.
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM
8-K.
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(a) The following documents are filed as a part of this
report:
1. Annual Statement of Compliance of Union
Planters Mortgage, as Master Servicer, dated
March 14, 2000.
2. Annual Accountant's Certificate of
PriceWaterhouseCoopers, LLC, dated March 17,
2000.
(b) Reports on Form 8-K. The following reports on Form
8-K have been filed during the last quarter of the period covered by this
report:
1. Monthly Remittance Report, dated October 25,
1999.
2. Monthly Remittance Report, dated November
25, 1999.
3. Monthly Remittance Report, dated December
27, 1999.
Item 601(a) of
Regulation S-K
(c) Exhibit No. Exhibit No. Description
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99.1 99 Annual Statement of
Compliance
99.2 99 Annual Accountant's
Certificate
(d) Not applicable.
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SIGNATURES
Subject 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.
UPMFC TRUST 1999-1
(Registrant)
By: The Bank of New York not in its
individual capacity, but solely as Trustee
By: /s/ Franklin B. Austin
--------------------------
Franklin B. Austin
Assistant Vice President
Date: March 30, 2000
Exhibit 99.1
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[LETTERHEAD OF UNION PLANTERS MORTGAGE]
Mark E. Mosteller
Chief Operating Officer
UNION PLANTERS BANK, NATIONAL ASSOCIATION
ANNUAL OFFICER'S CERTIFICATE
UNION PLANTERS MORTGAGE FINANCE CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-1
Pursuant to Section 3.12 (a) of the Standard Terms to Pooling and
Servicing Agreement (May 1998 edition) which is incorporated in the
Pooling and Servicing Agreement dated February 1, 1999 among Union
Planters Mortgage Finance Corporation, Union Planters Bank, National
Association (the "Master Servicer") and The Bank of New York, the
undersigned officer of the Master Servicer hereby certifies that a
review of the activities of the Servicer during the period January 1,
1999 through December 31, 1999 and of its performance under the Pooling
and Servicing Agreement has been made under his supervision and to the
best of his knowledge, based on such review, the Servicer has fulfilled
all its obligations under the Pooling and Servicing Agreement through
such period.
By:\s\ Mark E. Mosteller
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Name: Mark E. Mosteller
Title: Executive Vice President
Date: March 14, 2000
7130 Goodlett Farms Parkway, WA2 o Cordova, TN 38018
o (901) 580-2905 o Fax (901) 580-2468
P.O. Box 1860 o Memphis, TN 38101-1860
Exhibit 99.2
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[LETTERHEAD OF PRICEWATERHOUSECOOPERS LLP]
PRICEWATERHOUSECOOPERS LLP
1000 Morgan Keegan Tower
Fifty North Front Street
Memphis, TN 38103
Telephone: (901) 522-2000
Facsimile: (901) 523-2045
REPORT OF INDEPENDENT ACCOUNTANTS
March 17, 2000
To the Board of Directors of
Union Planters Corporation and
Union Planters Bank, National Association
We have examined management's assertion about Union Planters Bank, National
Association's (the "Company") compliance with the minimum servicing standards
(the "Standards") identified in the Mortgage Bankers Association of America's
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS as of and for the year
ended December 31, 1999 included in the accompanying management assertion,
attached hereto as Exhibit I. Management is responsible for the Company's
compliance with the 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 the Company's compliance with the
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 Standards.
In our opinion, management's assertion that the Company complied with the
aforementioned Standards as of and for the year ended December 31, 1999 is
fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
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[LETTERHEAD OF UNION PLANTERS BANK]
EXHIBIT I
MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE
WITH THE USAP MINIMUM SERVICING STANDARDS
As of and for the year ended December 31, 1999, Union Planters Bank, National
Association (the "Company"), has complied in all material respects with the
minimum servicing standards 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 in the amount of
$25,000,000 per claim and an errors and omissions policy in the amount of
$25,000,000.
Union Planters Bank, National Association
March 17, 2000
/s/ Doug Miller
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Doug Miller
Executive Vice President
/s/ Mark Mosteller /s/ Suzanne W. Hardage
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Mark Mosteller Suzanne W. Hardage
Executive Vice President Senior Vice President
P.O. BOX 387 O MEMPHIS, TN 38147
