SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1999
Commission file number: 333-44209
IMPAC SECURED ASSETS CORP.
(as Depositor under a Series 1999-1 Pooling and Servicing Agreement
dated as of September 1, 1999, providing for, among other things,
the issuance of the Mortgage Pass-Through Certificates, Series 1999-1)
IMPAC SECURED ASSETS CORP. MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1999-1
(Exact name of Registrant as specified in its Charter)
CALIFORNIA 33-071-5871
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
1401 DOVE STREET
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(949) 475-3600
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE.
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 the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the
Form 10-K or any amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1999: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31, 1999:
NOT APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated herein by reference are as
follows:
Pooling and Servicing Agreement of Registrant dated as of September 1,
1999 (hereby incorporated herein by reference as part of the Registrant's
Current Report on Form 8-K as Exhibit 4.1, and filed with the Securities
and Exchange Commission on October 15, 1999).
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on February 9, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on February 9, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on February 9, 2000.
PART I
ITEM 1. Business.
The trust fund (the "Trust") created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 1999, (the "Agreement") among Impac
Secured Assets Corp., as Depositor, Impac Funding Corporation, as Master
Servicer, and Bankers Trust Company of California, N.A., as Trustee (the
"Trustee"), is a Current Report on Form 8-K (the "Report").
The Series 1999-1 Mortgage Pass-Through Certificates (the Certificates")
will include the following five classes: (i) Class A Certificates; (ii)
Class SB Certificates; and (iii) Class R-I Certificates, Class R-II
Certificates and Class R-III Certificates (collectively, the "Residual
Certificates"). Only the Class A Certificates are offered hereby.
The Certificates will evidence ownership interests in a trust fund which
will consist of the following (such assets, collectively, the "Trust
Fund"): (i) the Mortgage Loans; (ii) collections in respect of principal
and interest on the Mortgage Loans received after the Cut-off Date (other
than payments due on or before the Cut-off Date); (iii) the amounts on
deposit in any Collection Account (as defined in the Prospectus
Supplement), including the account in which amounts are deposited prior
to payment to the Certificateholders (the "Certificate Account"),
including net earnings thereon; (iv) certain insurance policies maintained
by the related Mortgagors or by or on behalf of the Master Servicer or
related subservicer in respect of the Mortgage Loans; (v) an assignment of
the Company's rights under the Mortgage Loan Purchase Agreement (as
defined in the Prospectus Supplement); (vi) the Yield Maintenance
Agreement and the Reserve Fund; (vii) the Radian PMI Policy; and (viii)
proceeds of the foregoing.
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the collection
on the Mortgage Loans and distribution of payments on the Certificates to
Certificateholders. This information is accurately summarized in the
Monthly Reports to Certificateholders, which are filed on Form 8-K.
There is no additional relevant information to report in response to Item
101 of Regulation S-K.
ITEM 2. Properties.
The Depositor owns no property. The Series 1999-1 Mortgage Pass-Through
Certificates, in the aggregate, represent the beneficial ownership in a
Trust consisting primarily of the Mortgage Loans. The Trust will acquire
title to real estate only upon default of the mortgagors under the
Mortgage Loan. Therefore, this item is inapplicable.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The Series 1999-1 Mortgage Pass-Through Certificates represent, in the
aggregate, the beneficial ownership in a trust fund consisting primarily
of the Mortgage Certificates. The Certificates are owned by
Certificateholders as trust beneficiaries. Strictly speaking, the
Registrant has no "common equity," but for purposes of this Item only,
the Registrant's Series 1999-1 Mortgage Pass-Through Certificates are
treated as "common equity."
(a) Market Information. There is no established public trading market
for Registrant's Certificates. Registrant believes the Certificates are
traded primarily in intra-dealer markets and non-centralized inter-dealer
markets.
(b) Holders. The number of registered holders of all classes of
Certificates on December 31, 1999 was: 3.
(c) Dividends. Not applicable. The information regarding dividends
required by sub-paragraph (c) of Item 201 of Regulation S-K is
inapplicable because the Trust does not pay dividends. However,
information as to distribution to Certificateholders is provided in the
Monthly Reports to Certificateholders for each month of the fiscal year
in which a distribution to Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust, the
Selected Financial Data required by Item 301 of Regulation S-K does not
add relevant information to that provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable. The information required by Item 303 of Regulation S-K
is inapplicable because the Trust does not have management per se, but
rather the Trust has a Trustee who causes the preparation of the Monthly
Reports to Certificateholders. The information provided by the Monthly
Reports to Certificateholders, which are filed on a monthly basis on
Form 8-K, do not provide the relevant financial information regarding the
financial status of the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999.
Annual Statement of Compliance by the Master Servicer will filed
subsequently on Form 10-K/A after it becomes available.
Independent Accountant's Report on Servicer's will be filed subsequently
on Form 10-K/A after it becomes available.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of Regulation
S-K are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to whom
compensation needs to be paid. Therefore, the information required by
item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners. Under the Pooling
and Servicing Agreement governing the Trust, the holders of the
Certificates generally do not have the right to vote and are prohibited
from taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as "voting
security" holders.
As of December 31, 1999, the following are the only persons known to the
Registrant to be the beneficial owners of more than 5% of any class of
voting securities:
THE BANK OF NEW YORK/CDC=FP
ROSA MENDEZ
ONE WALL STREET
NEW YORK, NY 10286
SERIES 1999-2
CLASS A
$20,000,000
15.0%
THE BANK OF NEW YORK/CDC=FP
ROSA MENDEZ
ONE WALL STREET
NEW YORK, NY 10286
SERIES 1999-2
CLASS A
$25,000,000
19.0%
FIRSTAR BANK, N.A.
FERDINAND CALDWELL
777 F. WISCONSIN AVENUE
MILWAUKEE, WI 53202
SERIES 1999-1
CLASS A
$88,180,000
66.0%
(b) Security ownership of management. Not Applicable. The Trust does
not have any officers or directors. Therefore, the information required
by Item 403 of Regulation S-K is inapplicable.
(c) Changes in control. Not Applicable. Since Certificateholders do not
possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Trust, other than in
respect to certain required consents regarding any amendments to the
Pooling and Servicing Agreement, the information requested with respect to
item 403 of Regulation S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows of no
transaction or series of transactions during the fiscal year ended
December 31, 1999, or any currently proposed transaction or series of
transactions, in an amount exceeding $60,000 involving the Registrant in
which the Certificateholders identified in Item 12(a) had or will have a
direct or indirect material interest. There are no persons of the types
described in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
information required by Item 404(a)(3) of Regulation S-K is hereby
incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust does not have
management consisting of any officers or directors. Therefore, the
information required by item 404 of Regulation S-K is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust does not use
promoters. Therefore, the information required by item 404 of Regulation
S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following is a list of documents filed as part of this report:
EXHIBITS
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on February 9, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on February 9, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on February 9, 2000.
Annual Statement of Compliance by the Master Servicer will be filed
subsequently on Form 10-K/A after it becomes available.
Independent Accountant's Report on Servicer's will be filed subsequently
on Form 10-K/A after it becomes available.
(b) The following Reports on Form 8-K were filed during the last quarter
of the period covered by this Report:
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on February 9, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on February 9, 2000.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on February 9, 2000.
(c) The exhibits required to be filed by Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with respect to
subsidiaries or affiliates.
Supplemental information to be furnished with reports filed pursuant to
Section 15(d) by registrants which have not registered securities pursuant
to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other soliciting
material has been sent to Certificateholders, and the Registrant does
not contemplate sending any such materials subsequent to the filing of
this report.
SIGNATURE
Pursuant 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.
By: Bankers Trust Company of California, N.A.
not in its individual capacity but solely as
a duly authorized agent of the Registrant
pursuant to the Pooling and Servicing
Agreement, dated as of September 1, 1999.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 31, 2000
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on February 9, 2000.
1.2 Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchang
Commission on Form 8-K on February 9, 2000.
1.3 Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on February 9, 2000.
1.4 The Pooling and Servicing Agreement of the Registrant dated as of
September 1, 1999 (hereby incorporated herein by reference and
filed as part of the Registrant's Current Report on Form 8-K as
Exhibit 4.1, and filed with the Securities and Exchange Commission
on October 15, 1999.
