SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
July 29, 1999
ACE SECURITIES CORP. (as Depositor under the Pooling and Servicing Agreement,
dated as of July 1, 1999, providing for the issuance of ACE Securities Corp.
Home Equity Loan Pass-Through Certificates, Series 1999-LB2)
ACE Securities Corp.
----------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-56213 56-2088493
- --------------------- ---------- -------------
State or Other Jurisdiction (Commission (I.R.S. Employer
Of Incorporation) File Number) Identification No.)
6525 Morrison Boulevard
Suite 318
Charlotte, North Carolina 28211
------------------------- ------
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (704) 365-0569
No Change
---------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events
------------
The Registrant registered issuances of ACE Securities Corp. Home Equity
Loan Pass-Through Certificates on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, as amended (the "Act"), by a Registration
Statement on Form S-3 (Registration File No. 333-56213) (the "Registration
Statement"). Pursuant to the Registration Statement, the Registrant issued
$408,413,000 in aggregate principal amount of Class A, Class M1, Class M2 and
Class B Certificates of its ACE Securities Corp. Home Equity Loan Trust 1999-LB2
Home Equity Loan Pass-Through Certificates on July 29, 1999. This Current Report
on Form 8-K/A is being filed to satisfy an undertaking, contained in the
definitive Prospectus dated July 26, 1999, as supplemented by the Prospectus
Supplement dated July 26, 1999 (the "Prospectus Supplement"), to file a copy of
the Pooling and Servicing Agreement (as defined below) executed in connection
with the issuance of the Certificates, a form of which was filed as an exhibit
to the Registration Statement.
The Certificates were issued pursuant to a Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), attached hereto as Exhibit
4.1, dated as of July 1, 1999, among ACE Securities Corp., as depositor (the
"Depositor"), Long Beach Mortgage Company, as servicer (the "Servicer"), and
First Union National Bank, as trustee (the "Trustee"). The "Certificates"
consist of the following classes: Class A, Class M1, Class M2 and Class B. The
Certificates evidence beneficial ownership interest in a trust fund (the "Trust
Fund") that consists primarily of a pool of fixed and adjustable rate,
conventional, first lien residential mortgage loans (the "Mortgage Loans") with
an aggregate outstanding principal balance of $416,860,973 as of July 1, 1999,
together with certain other assets. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to them in the Pooling and
Servicing Agreement.
<PAGE>
Item 7. Financial Statements; Pro Forma Financial Information and
Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1.1* Underwriting Agreement, dated June 24, 1999, between
ACE Securities Corp., German American Capital
Corporation and Deutsche Bank Securities Inc.
1.2 Terms Agreement, dated July 26, 1999, among ACE
Securities Corp., German American Capital Corporation
and Deutsche Bank Securities Inc.
4.1** Pooling and Servicing Agreement, dated as of July 1,
1999, among ACE Securities Corp., as Depositor, Long
Beach Mortgage Company, as Servicer, and First Union
National Bank, as Trustee.
--------------------
* Incorporated by reference to the Depositor's Current Report on
Form 8-K dated June 24, 1999, filed with the Securities and
Exchange Commission on July 13, 1999 (File No. 333-56213).
** Previously filed with the Depositor's Form 8-K dated July 29,
1999, filed with the Commission on August 3, 1999.
<PAGE>
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.
ACE SECURITIES CORP.
By: /s/ Elizabeth Eldridge
-------------------------
Name: Elizabeth Eldridge
Title: Vice President
Dated: August 3, 1999
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description Page No.
- ----------- ----------- ----------
1.1* Underwriting Agreement, dated June 24, 1999, between ACE
Securities Corp., German American Capital Corporation and
Deutsche Bank Securities Inc.
1.2 Terms Agreement, dated July 26, 1999, among ACE Securities
Corp., German American Capital Corporation and Deutsche Bank
Securities Inc.
4.1** Pooling and Servicing Agreement, dated as of July 1,
1999, among ACE Securities Corp., as Depositor, Long
Beach Mortgage Company, as Servicer, and First Union
National Bank, as Trustee.
--------------------
* Incorporated by reference to the Depositor's Current Report on
Form 8-K dated June 24, 1999, filed with the Securities and
Exchange Commission on July 13, 1999 (File No. 333-56213).
** Previously filed with the Depositor's Form 8-K dated July 29,
1999, filed with the Commission on August 3, 1999.
ACE SECURITIES CORP.
Home Equity Loan Pass-Through Certificates
Series 1999-LB2
TERMS AGREEMENT
---------------
July 26, 1999
To: ACE Securities Corp., as depositor under the Pooling and Servicing
Agreement dated as of July 1, 1999 (the "Agreement").
Re: Underwriting Agreement dated June 24, 1999 (the "Standard Terms").
Series Designation: Series 1999-LB2.
Terms of the Series 1999-LB2 Securities: ACE Securities Corp. Home
Equity Loan Pass-Through Certificates, Series 1999-LB2, Class A, Class M1, Class
M2, Class B, and Class R Certificates (the "Securities") will evidence
beneficial ownership interest in a pool of Mortgage Loans having the
characteristics described in the Prospectus Supplement dated the date hereof.
Only the Class A, Class M1, Class M2, and Class B Certificates (collectively,
the "Offered Securities") are being sold pursuant to the terms hereof.
Registration Statement: File Number 333-56213.
Ratings: It is a condition of closing that at the Closing Date the
Class A Certificates be rated "AAA" by Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, Inc. ("S&P") and Fitch IBCA, Inc.
("Fitch") and "Aaa" by Moody's Investors Service ("Moody's"); that the Class M1
Certificates be rated "AA" by S&P and Fitch and "Aa2" by Moody's; that the Class
M2 Certificates be rated "A" by S&P and Fitch and "A2" by Moody's; and that the
Class B Certificates be rated "BBB" by S&P and Fitch and "Baa2" by Moody's.
Terms of Sale of Offered Securities: The Depositor agrees to sell to
Deutsche Bank Securities Inc. (the "Underwriter") and Deutsche Bank Securities
Inc. agrees to purchase from the Depositor the Offered Securities in the
principal amounts and prices set forth on Schedule 1. The purchase price for
each class of the Offered Securities shall be the applicable Purchase Price
Percentage set forth in Schedule 1 multiplied by the applicable principal
amount.
Cut-off Date: July 1, 1999
Closing Date: 10:00 A.M., New York time, on or about July 29, 1999. On
the Closing Date, the Depositor will deliver the Offered Securities to the
Underwriters against payment therefor.
Underwriter-Provided Information: The Depositor and GACC each
acknowledge and agree that the information set forth in (i) the first sentence
of penultimate paragraph in the front cover of the Prospectus Supplement dated
July 26, 1999 (the "Prospectus Supplement") and (ii) in the first two sentences
of the second paragraph under the caption "Underwriting" in the Prospectus
Supplement constitute the only information furnished in writing by or on behalf
of the Underwriters for inclusion in the Registration Statement, the Prospectus
or the Prospectus Supplement, and the Underwriters confirm that such statements
are correct.
Performance of Certain Obligations. The Representative agrees to
perform the obligations and exercise the rights of the Depositor, all on behalf
of the Depositor, as specified in the Agreement and the Administration Agreement
dated as of June 3, 1998, between the Depositor and the Representative, as
administrative agent.
Incorporation of the Standard Terms: Each of the provisions of the
Standard Terms is incorporated herein by reference in its entirety and shall be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein and each of the representations and
warranties set forth therein shall be deemed to have been made on and as of the
date of this Terms Agreement, and the Standard Terms and this Terms Agreement
shall be construed as, together, one and the same agreement. Without limiting
the foregoing, Sections 16 through 20 of the Standard Terms are incorporated
herein by reference in their entirety.
Underwriting Compensation: GACC agrees to pay to the Underwriters an
underwriting fee of $826,295.83.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement among the Underwriters, German American Capital Corporation and ACE
Securities Corp.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
By:/s/ Rodney Hutter
-------------------------
Name: Rodney Hutter
Title: Director
By: /s/ Joel C. Horne
-------------------------
Name: Joel C. Horne
Title: Managing Director
Accepted in New York, New York,
as of the date hereof:
ACE SECURITIES CORP.
By: /s/ Juliana C. Johnson
-----------------------------
Name: Juliana C. Johnson
Title: Vice President
GERMAN AMERICAN CAPITAL CORPORATION
By: /s/ Richard Uhlig
------------------------------
Name: Richard Uhlig
Title: Vice President
By: /s/ Jon Vaccaro
-------------------------------
Name: Jon Vaccaro
Title:
<PAGE>
Schedule 1
-----------
<TABLE>
<CAPTION>
Initial
Interest Principal Purchase
Class Rate Amount (1) Price Percentage
----- ---- ---------- ----------
<S> <C> <C> <C>
Class A (2) $ 335,448,000.00 99.625%
Class M1 (2) $ 28,430,000.00 99.625%
Class M2 (2) $ 26,135,000.00 99.625%
Class B (2) $ 18,400,000.00 99.625%
</TABLE>
----------
(1) Approximate.
(2) Interest will accrue on the Offered Certificates at the
variable rates described in the Prospectus Supplement.
