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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: 333-28031-3
GREENPOINT MORTGAGE SECURITIES INC. (formerly Headlands Mortgage Securities
Inc.) (as Sponsor under the Sale and Servicing Agreement, dated December 1,
1999, providing for the Issuance of the Headlands Home Equity Loan Asset-Backed
Notes, Series 1998-2)
GREENPOINT MORTGAGE SECURITIES INC.
(Exact Name of registrant as specified in its charter)
Delaware 68-0397342
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
700 Larkspur Landing Circle, Suite 240 94939
Larkspur, CA (Zip code)
(Address of principal executive offices)
(415) 925-5442
(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.
HOME EQUITY LOAN ASSET-BACKED NOTES, SERIES 1998-2
INDEX
<TABLE>
<CAPTION>
Page
----
<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.................................. 4
PART IV ............................................................................................. 5
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K................. 5
SIGNATURES ............................................................................................. 6
INDEX TO EXHIBITS....................................................................................... 7
</TABLE>
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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 Home Equity Loan Asset-Backed Notes, Series 1998-2, the
Headlands Home Equity Loan Trust 1998-2 (the "Trust); the Sale and Servicing
Agreement; the Indenture; the Indenture 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 Notes.
The Notes issued by the Trust are held by the Depository Trust
Company ("DTC") which in turn maintains records of holders of beneficial
interests in the Notes. Based on information obtained by the Trust from DTC, as
of December 31, 1999, there were seven holders of the Class A-1 Note, three
holders of the Class A-2 Note and six holders of the Class A-3 Note.
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 Sponsor is a wholly-owned, special purpose subsidiary of
GreenPoint Mortgage Funding, Inc. (formerly Headlands Mortgage Company, Inc.) a
California corporation. The Trust is a Delaware statutory business trust wholly-
owned by the Sponsor.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
<PAGE>
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
Servicer pursuant to Section
3.09 of the Sale and Servicing
Agreement.
99.2* Annual Servicing Report with
respect to the Servicer's
overall servicing operations
pursuant to Section 3.10 of the
Sale and Servicing Agreement.
99.3 Statement of Compliance of the
Issuer pursuant to Section 3.9
of the Indenture.
______________
*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. Mac Quarrie
----------------------------------
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>
<PAGE>
INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
- ----------- -----------
99.1 Statement of Compliance of the Servicer pursuant to
Section 3.09 of the Sale and Servicing Agreement.
99.2* Annual Servicing Report with respect to the Servicer's
overall servicing operations pursuant to Section 3.10 of
the Sale and Servicing Agreement.
99.3 Statement of Compliance of the Issuer pursuant to Section
3.9 of the Indenture.
______________
*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
First National Bank of Chicago
One North State Street, 9th Floor
Chicago, IL 60602-0126
Attn: Corporate Trust Administration Department
Ambac Assurance Corporation
One State Street Plaza
New York, NY 10004
Attn: Structured Finance Department-MBS
Moody's Residential Loan Monitoring Group
4th Floor, 99 Church Street
New York, NY 10007
Standard & Poor's
26 Broadway
New York, NY 10004
RE: Headlands Home Equity Loan Trust (Series 1998-2);
Annual Statement as to Compliance by the Master Servicer
--------------------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 3.09 of the Sale and Servicing Agreement and Section
5(f) of the Underwriting 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 Sale 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 Sale 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]
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First National Bank of Chicago
Ambac Assurance Structured Finance
Moody's Residential Loan Monitoring Group
Standard & Poor's
March 31, 2000
Page 2
Very truly yours
GREENPOINT MORTGAGE
FUNDING, INC.,
as Master Servicer
/s/ Kristen Decker
--------------------
Kristen Decker
Vice President
<PAGE>
Exhibit 99.3
[GREENPOINT MORTGAGE FUNDING, INC. LETTERHEAD]
March 31, 2000
First National Bank of Chicago
One North State Street, 9th Floor
Chicago, IL 60602-0126
Attn: Corporate Trust Administration Department
Ambac Assurance Corporation
One State Street Plaza
New York, NY 10004
Attn: Structured Finance Department-MBS
Moody's Residential Loan Monitoring Group
4th Floor, 99 Church Street
New York, NY 10007
Standard & Poor's
26 Broadway
New York, NY 10004
RE: Headlands Home Equity Loan Trust (Series 1998-2);
Annual Statement as to Compliance by the Issuer
-----------------------------------------------
Ladies and Gentlemen:
Pursuant to Section 3.9 of the Indenture with respect to the above-
referenced offering, the undersigned officer of GreenPoint Mortgage Funding,
Inc. (as "Manager") hereby certifies as to the following:
1. a review of the activities of the Issuer and its performance under the
Indenture 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 Issuer has fulfilled all of its material obligations under
the Indenture throughout the applicable period, and there has been no
known default in the fulfillment of the Issuer's material obligations
throughout such period.
[Signature on Following Page]
<PAGE>
First National Bank of Chicago
Ambac Assurance Corporation
Moody's Residential Loan Monitoring Group
Standard & Poor's
March 31, 2000
Page 2
Very truly yours
HEADLANDS HOME EQUITY
LOAN TRUST (Series 1998-2)
By: GREENPOINT MORTGAGE
FUNDING, INC.,
as Manager
/s/ Kristen Decker
-----------------------------
Kristen Decker
Vice President
