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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) July 27, 1999
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ABN AMRO MORTGAGE CORPORATION (as depositor under the Pooling
Agreement, dated as of July 1, 1999 providing for, inter alia, the issuance
of ABN AMRO Mortgage Corporation Resecuritization Pass-Through
Certificates, Series 1999-RS1.
ABN AMRO Mortgage Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-57027-04 363886007
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(Commission File Number) (I.R.S. Employer Identification No.)
181 West Madison Street
Chicago, Illinois 60602
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(Address of Principal Executive Offices) (Zip Code)
248-643-2530
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
Description of the Certificates and the Pooled Securities.
On July 30, 1999, a single series of certificates, entitled ABN
AMRO Mortgage Corporation, Resecuritization Pass-Through Certificates,
Series 1999-RS1 (the "Certificates"), was issued pursuant to a Pooling
Agreement (the "Pooling Agreement") dated as of July 1, 1999, among ABN
AMRO Mortgage Corporation as depositor (the "Depositor"), and The First
National Bank of Chicago as trustee. The Certificates consist of five
classes identified as the "Class A Certificates", "Class B-1 Certificates",
the "Class B-2 Certificates", the "Class B-3 Certificates", and the "Class
R Certificate", respectively, and were issued in exchange for, and evidence
the entire beneficial ownership interest in, the assets of a trust fund
(the "Trust Fund") consisting primarily of a pool of securities
representing interests in underlying mortgage loans (the "Pooled
Securities"), having as of the close of business on July 25, 1999 (the
"Cut-off Date"), an aggregate principal balance of approximately
$47,753,042 (the "Initial Pool Balance"), after taking into account all
payments of principal due on the Pooled Securities on or before such date,
whether or not received. The Depositor acquired certain of the Trust Fund
assets from Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ")
pursuant to a Pooled Securities Purchase Agreement (the "Purchase
Agreement") dated July 1, 1999, between DLJ as seller and the Depositor as
purchaser. The Class A, Class B-1, Class B-2, Class B-3 and Class R
Certificates were publicly offered, as described in a Prospectus, dated
July 27, 1999, and a Prospectus Supplement, dated July 27, 1999, pursuant
to an Underwriting Agreement (the "Underwriting Agreement") dated July 27,
1998, among the Depositor, ABN AMRO North America, Inc. ("AANA"), DLJ and
ABN AMRO Incorporated ("AAI") (DLJ and AAI being referred to herein,
collectively, as the "Underwriters") and the Terms Agreement (the "Terms
Agreement") dated July 27, 1999, among the Depositor, AANA and the
Underwriters.
On October 19, 1999, the Depositor and the Trustee entered into a
First Amendment to Pooling Agreement, dated as of October 19, 1999 (the
"First Amendment"), attached hereto as Exhibit 4.1/A, in order to make a
provision with respect to matters or questions arising under the Pooling
Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Pooling Agreement, as amended by the First
Amendment.
Item 7. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit
No. Document Description
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4.1/A First Amendment to Pooling Agreement, dated as of October
19, 1999, among ABN AMRO Mortgage Corporation as
depositor, and The First National Bank of Chicago as
trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ABN AMRO MORTGAGE CORPORATION
(Registrant)
Dated: October 19, 1999 By: /s/ Maria Fregosi
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Name: Maria Fregosi
Title: First Vice-President
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INDEX TO EXHIBITS
Exhibit
No. Document Description
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4.1/A First Amendment to Pooling Agreement, dated as of October
19, 1999, among ABN AMRO Mortgage Corporation as
depositor, and The First National Bank of Chicago as
trustee.
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EXHIBIT 4.1/A
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ABN AMRO MORTGAGE CORPORATION
Depositor
and
BANK ONE TRUST COMPANY, N.A.
(as successor in interest to
THE FIRST NATIONAL BANK OF CHICAGO)
Trustee
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FIRST AMENDMENT TO
POOLING AGREEMENT
Dated October 19, 1999
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$47,753,042
Resecuritization Pass-Through Certificates
SERIES 1999-RS1
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FIRST AMENDMENT TO
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POOLING AGREEMENT
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THIS FIRST AMENDMENT TO POOLING AGREEMENT is dated as of October
19, 1999 (herein referred to as this "First Amendment") and is made by and
between ABN AMRO MORTGAGE CORPORATION, as depositor (the "Depositor") and
BANK ONE TRUST COMPANY, N.A. (as successor in interest to THE FIRST NATIONAL
BANK OF CHICAGO), as trustee (the "Trustee").
RECITALS
WHEREAS, the Depositor and the Trustee entered into a Pooling
Agreement dated as of July 1, 1999 (the "Agreement"), pursuant to which (i)
the Depositor sold, conveyed and assigned certain Pooled Securities to the
Trustee in trust for the benefit of Certificateholders of ABN AMRO Mortgage
Corporation Resecuritization Pass-Through Certificates, Series 1999-RS1, and
(ii) the Certificates were issued;
WHEREAS, this Amendment is being delivered pursuant to Section
8.1(a) of the Agreement in order to make a provision with respect to
matters or questions arising under the Agreement.
NOW, THEREFORE, in consideration of the preceding premises and
assumptions and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Depositor and the Trustee
agree as follows:
Section 1. Definitions. All capitalized terms used in this First
Amendment which are not specifically defined herein shall have
the meanings assigned to them in the Agreement.
Section 2. Amendment to Agreement. The definition of "Authorized
Denomination" in Article I of the Agreement shall be amended and
restated in its entirety as follows:
Authorized Denomination: With respect to the
Certificates (other than the Class B-1, Class B-2 and
Class B-3 Certificates and the Class R Certificate), an
initial Certificate Principal Balance equal to $25,000
each and integral multiples of $1 in excess thereof. The
Class B-1 Certificates are offered in minimum
denominations equivalent to at least $1,000 initial
Certificate Principal Balance each and multiples of $1 in
excess thereof. The Class B-2 and Class B-3 Certificates
are offered in minimum denominations equivalent to at
least $1,000 initial Certificate Principal Balance each
and multiples of $1,000 in excess thereof. With respect
to the Class R Certificate, one Certificate with a
Percentage Interest equal to 100%.
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Section 3. Agreement to Remain in Full Force and Effect. Except
as modified and amended hereby, all other terms and
conditions of the Agreement shall remain in full force
and effect and are hereby ratified and confirmed by the
parties hereto.
Section 4. Counterparts. This First Amendment may be executed simultaneously
in any number of counterparts, each of which counterparts shall
be deemed an original, and such counterparts shall constitute one
and the same instrument.
Section 5. Governing Law. The First Amendment shall be
constructed in accordance with the internal laws of the
State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and
remedies of the parties hereunder shall be determined in
accordance with such laws.
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IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.
ABN AMRO MORTGAGE CORPORATION,
as Depositor
By /s/ Maria Fregosi
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Its First Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By /s/ Mary R. Fonti
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Its Assistant Vice President
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