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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File number 333-44585-08
First Alliance Mortgage Loan Trust 1999-3
New York 52-2192090
(State of other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
First Alliance Mortgage Loan Trust 1999-3
C/O Norwest Bank Minnesota, N.A., as Trustee
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (612) 667-1234
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of each exchange on
which registered)
None
(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. Not applicable.
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.
Number of shares of common stock outstanding as of December 31, 1999. Not
applicable.
Documents Incorporated by Reference. Not applicable.
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Index
Part I
Item 1 - BUSINESS
Item 2 - PROPERTIES
Item 3 - LEGAL PROCEEDINGS
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SERCURITY HOLDERS
Part II
Item 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Item 6 - SELECTED FINANCIAL DATA
Item 7 - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Item 7A - QUANTITIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Part III
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Item 11 - EXECUTIVE COMPENSATION
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Part IV
Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
INDEX TO EXHIBITS
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
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PART I
ITEM 1 - BUSINESS
Not Applicable.
ITEM 2 - PROPERTIES
Not Applicable.
ITEM 3 - LEGAL PROCEEDINGS
First Alliance Mortgage Company ("First Alliance")is not aware of any
material pending legal proceedings involving the First Alliance Mortgage Loan
Trust 1999-3 (the "Trust") established pursuant to the Trust Agreement dated as
of September 1, 1999 between First Alliance, as Seller and Servicer, and Norwest
Bank Minnesota, as Trustee and Oversight Agent.
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 First Alliance, there is no established public
trading market for any beneficial interests in the Trust.
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
such Notes. Based on information obtained from DTC, as of December 31, 1999,
there were 1 holder of the Fixed Rate Note and 3 holders of the Variable Rate
Notes.
ITEM 6 - SELECTED FINANCIAL DATA Not applicable.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS
OF OPERATIONS
Not applicable.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In addition to the information included in the Annual Compilation of
Monthly Trustee's Statements attached as Exhibit 99.3 hereto, the gross
servicing compensation paid to the Servicer for the year ended December 31, 1999
was $149,470.
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 Issuer and its accountants.
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 the Notes issued by the
Trust; (ii) the principal amount of the Notes owned by each and(iii) the percent
that the principal amount of the Notes owned by such entity represents of the
outstanding principal amount of the Notes. The information set forth in the
table for the Notes is based upon information obtained from DTC and represents
ownership of beneficial interests in the Notes held by DTC. First Alliance is
not aware of any Schedules 13D or 13G filed with the Securities and Exchange
Commission in respect of the Notes.
Amount Owned
------------
Name and Address Class Principal Percent
- ---------------- ----------- ----------- -----------
Bankers Trust Company A-1 $39,640,000 100%
648 Grassmere Park Drive
Nashville, TN 37211
The Bank of New York A-2 $37,800,000 49%
One Wall Street
New York, NY 10286
Chase Manhattan Bank A-2 $25,000,000 32%
4 New York Plaza
Proxy Department 13th Floor
New York, NY 10004
HSBC/Republic Investment Account A-2 $15,000,000 19%
One Hanson Place, Lower Level
Brooklyn, NY 11243
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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 Servicer - First
Alliance Mortgage Company
99.2 Annual Report of Independent Accountants with
respect to the Servicer's overall
servicing operations - Deloitte & Touche LLP
99.3 Annual Compilation of Monthly Trustee's Statements
(b) Reports on Form 8-K.
Reports on Form 8-K have been filed by the Issuer during the period covered
by this report.
Items Reported/Financial
Date of Reports on Statements Filed
Form 8-K
October 27, 1999 Trustee's Monthly Report for the
October Monthly Period.
December 1, 1999 Trustee's Monthly Report for the
November Monthly Period.
December 28, 1999 Trustee's Monthly Report for the
December Monthly Period.
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SIGNATURES
Pursuant to the requirements of Section 13 and 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.
FIRST ALLIANCE MORTGAGE COMPANY
on behalf of
First Alliance Mortgage Loan Trust 1999-3
By: /S/ Francisco Nebot
------------------------------
Name: Francisco Nebot
Title: President and Chief Financial Officer
Date: March 30, 2000
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INDEX TO EXHIBITS
Item 14(C)
Exhibit No. Description
99.1 Statement of Compliance of the Servicer - First Alliance
Mortgage Company
99.2 Annual Report of Independent Accountants with respect to
the Servicers' overall servicing operations -
Deloitte & Touche LLP
99.3 Annual Compilation of Monthly Trustee's Statements
Exhibit 99.1
FIRST ALLIANCE MORTGAGE LOAN TRUST 1999-3
OFFICER'S CERTIFICATE OF COMPLIANCE
Pursuant to the terms of the Sale and Servicing Agreement dated as of September
1, 1999 among First Alliance Mortgage Company, as Seller and Servicer, and
Norwest Minnesota Bank, as Oversight Agent and Trustee, I have reviewed the
activities of the Servicer during the year ended December 31, 1999. I have also
reviewed its performance under the Sale and Servicing Agreement and to the best
of my knowledge, based on such review, the Servicer has fulfilled all its
obligations under the Agreement throughout such period.
By: /S/ Anne Lane
------------------------------
Name: Anne Lane
Title: Vice President and Director of Loan Administration
Exhibit 99.2
Deloitte & Touche LLP
Suite 1200 Telephone: (714) 436-7100
695 Town Center Drive Facsimile: (714) 436-7200
Costa Mesa, California 92626-1924
INDEPENDENT AUDITORS' REPORT
We have examined management's assertion about First Alliance Mortgage Company's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended December 31, 1999, included in the
accompanying management assertion. Management is responsible for First Alliance
Mortgage Company's compliance with those minimum servicing 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 First Alliance Mortgage Company's
compliance with the minimum servicing 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 First Alliance Mortgage Company's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Alliance Mortgage Company
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 1999 is fairly stated, in all respects.
/S/ Deloitte & Touche LLP
Costa Mesa, CA
March 30, 2000
Exhibit 99.3
First Alliance Mortgage Loan Trust
Mortgage Loan Asset Backed Notes Series 1999-3
1999 - Annual Statement
DISTRIBUTION DOLLARS
ENDING
PERIOD CLASS INTEREST PRINCIPAL BALANCE
------ -------- --------------- --------------- ---------------
199910 A-1 NOTE $250,723.00 $111,678.74 $39,528,321.26
199911 A-1 NOTE $250,016.63 $103,659.45 $39,424,661.81
199912 A-1 NOTE $249,360.99 $552,413.71 $38,872,248.10
Total by Class $750,100.62 $767,751.90
ENDING
PERIOD CLASS INTEREST PRINCIPAL BALANCE
------ -------- --------------- --------------- ---------------
199910 A-2 NOTE $414,438.98 $144,412.81 $77,655,587.19
199911 A-2 NOTE $415,538.28 $1,071,597.29 $76,583,989.90
199912 A-2 NOTE $358,732.17 $402,467.92 $76,181,521.99
Total by Class $1,188,709.43 $1,618,478.02
Total Class R Certificates: $0.00
Factor Information Per $1,000
PRINCIPAL INTEREST ENDING NOTE INIT NOTE CURR NOTE
CLASS DISTRIBUTION DISTRIBUTION BALANCE RATE RATE
- -------- ------------ ------------ ------------ ------------ ------------
A-1 NOTE 19.36811049 18.92282089 980.63188951 7.59000% 7.59000%
A-2 NOTE 20.80305938 15.27904152 979.19694075 5.81125% 6.02250%
Per $1,000
NOTE DISTRIBUTION: $4,325,039.97 36.83
SCHEDULED PRINCIPAL: $226,406.24
PREPAYMENTS & PREFUNDING ACT. REMAINDER: $1,699,243.90
SUBORDINATION INCREASE: $610,525.57
--------------
TOTAL PRINCIPAL DISTRIBUTION: $2,536,175.71 21.60
TOTAL INTEREST DISTRIBUTION: $1,938,810.05
LOAN PURCHASE PRICES
A-1 RATE NOTE: $0.00
A-2 RATE NOTE: $0.00
SUBORDINATION REDUCTION AMOUNT
A-1 RATE NOTE: $0.00
A-2 RATE NOTE: $0.00
CURRENT REALIZED LOSSES
A-1 RATE NOTE: $0.00
A-2 RATE NOTE: $0.00
CUMULATIVE REALIZED LOSSES
A-1 RATE NOTE: $0.00
A-2 RATE NOTE: $0.00
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DELINQUENT MORTGAGE LOANS(includes loans in foreclosure and bankruptcy):
A-1 RATE NOTE
-------------
AGGREGATE
CATEGORY NUMBER LOAN BALANCE PERCENTAGE
30-59 DAYS 4 $427,643.70 1.087%
60-89 DAYS 2 $118,188.46 0.300%
90+ DAYS 0 $0.00 0.000%
A-2 RATE NOTE
-------------
AGGREGATE
CATEGORY NUMBER LOAN BALANCE PERCENTAGE
30-59 DAYS 6 $582,153.68 0.739%
60-89 DAYS 2 $110,824.00 0.141%
90+ DAYS 1 $240,965.26 0.306%
LOANS IN FORECLOSURE(included in delinquencies above):
A-1 RATE NOTE
-------------
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
0 $0.00 0.000%
A-2 RATE NOTE
-------------
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
3 $351,789.26 0.447%
LOANS IN BANKRUPTCY(included in delinquencies above):
A-1 RATE NOTE
-------------
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
0 $0.00 0.00%
A-2 RATE NOTE
-------------
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
0 $0.00 0.00%
REO PROPERTIES(included in delinquencies above):
A-1 RATE NOTE
-------------
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
0 $0.00 0.00%
A-2 RATE NOTE
-------------
AGGREGATE
NUMBER LOAN BALANCE PERCENTAGE
0 $0.00 0.00%
ENDING AGGREGATE LOAN BALANCE
A-1 RATE NOTE: $39,339,650.73
A-2 RATE NOTE: $78,736,411.26
BOOK VALUE OF REO PROPERTY:
A-1 RATE NOTE: $0.00
A-2 RATE NOTE: $0.00
