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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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)
February 28, 2000
STRUCTURED ASSET SECURITIES CORPORATION (as depositor under the Trust
Agreement, dated as of January 1, 2000, providing for the issuance of
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2000-1)
Structured Asset Securities Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 333-68513 74-2440850
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
200 Vesey Street
New York, New York 10285
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 526-5594
No Change
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
The Registrant registered issuances of Structured Asset Securities
Corporation Mortgage 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.
333-68513) (the "Registration Statement"). Pursuant to the Registration
Statement, the Registrant issued $449,370,670 in aggregate principal amount of
Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class
1-A7, Class 1-AP, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A4, Class 2-A5,
Class 2-AP, Class 3-A, Class 3-AP, Class AX, Class B1, Class B1X, Class B2,
Class B2X, Class B3 and Class R Certificates (the "Publicly-Offered
Certificates") of its Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2000-1 on January 28, 2000. This Current
Report on Form 8-K is being filed to satisfy an undertaking, contained in the
definitive Prospectus dated January 15, 1999, as supplemented by the
Prospectus Supplement dated January 21, 2000 (the "Prospectus Supplement"), to
file a copy of Amendment No. 1 (as defined below) to the Trust Agreement (as
defined below) filed hereto as Exhibit 99.1.
The Publicly-Offered Certificates were issued together with the Class
B4, Class B5 and Class B6 Certificates (which together with the
Publicly-Offered Certificates, the "Certificates") pursuant to the terms of a
Trust Agreement, dated as of January 1, 2000 (the "Trust Agreement"), among
Structured Asset Securities Corporation, as depositor (the "Depositor"), U.S.
Bank National Association, as trustee (the "Trustee") and Aurora Loan Services
Inc., as master servicer (the "Master Servicer"), which Trust Agreement was
filed previously on the Registrant's Form 8-K on February 11, 2000. Amendment
No. 1 to the Trust Agreement, dated as of January 1, 2000 ("Amendment No. 1"),
among the Depositor, the Trustee and the Master Servicer, amends the Trust
Agreement to permit the issuance of the Class 1-A4 Certificates in minimum
denominations of $1,000 and integral multiples of $1 in excess thereof, as
described in Amendment No. 1.
Item 7. Financial Statements; Pro Forma Financial
Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Amendment No. 1 to the Trust Agreement,
dated as of January 1, 2000, among
Structured Asset Securities Corporation, as
Depositor, U.S. Bank National Association,
as Trustee and Aurora Loan Services, as
Master Servicer.
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.
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Ellen Kiernan
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Name: Ellen Kiernan
Title: Vice President
Dated: March 7, 2000
EXHIBIT INDEX
Exhibit No. Description Page No.
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99.1 Amendment No. 1 to the Trust Agreement
Execution
STRUCTURED ASSET SECURITIES CORPORATION, as Depositor
AURORA LOAN SERVICES INC., as Master Servicer
and
U.S. BANK NATIONAL ASSOCIATION, as Trustee
AMENDMENT NO. 1
Dated as of January 1, 2000
Amendment No. 1 to
Trust Agreement
dated as of January 1, 2000
THIS AMENDMENT NO. 1 to Trust Agreement is dated and effective as of
January 1, 2000 ("Amendment No. 1"), among STRUCTURED ASSET SECURITIES
CORPORATION, a Delaware corporation, as depositor (the "Depositor"), AURORA
LOAN SERVICES INC., as master servicer (the "Master Servicer") and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee").
WITNESSETH THAT:
WHEREAS, the Depositor, the Master Servicer and the Trustee have
heretofore executed and delivered a Trust Agreement dated as of January 1,
2000 (the "Agreement"), in connection with the issuance of the Structured
Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-1
(the "Certificates");
WHEREAS, Section 11.03(a) of the Agreement provides that the
Agreement may be amended from time to time by the Depositor, the Master
Servicer and the Trustee without notice to or consent of any
Certificateholder, "to make any . . . provisions with respect to matters or
questions arising under this Agreement," provided that no such amendment shall
adversely affect in any material respect the interests of any
Certificateholder and provided that such amendment does not adversely affect
the status of any REMIC created pursuant to the Agreement;
WHEREAS, Section 11.03(a) of the Agreement further provides that
prior to entering into any amendment without the consent of Certificateholders
pursuant to Section 11.03(a) of the Agreement, the Trustee may require an
Opinion of Counsel to the effect that such amendment is permitted under such
Section, and that such amendment shall not adversely affect the status of any
REMIC created pursuant to the Agreement;
WHEREAS, the Trustee has received an Opinion of Counsel as provided
in Section 11.03(a) of the Agreement; and
WHEREAS, the Depositor, the Master Servicer and the Trustee now
desire to amend the Preliminary Statement of the Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Certificateholders, as follows:
Article I
AMENDMENT OF THE AGREEMENT
Section 1.01. Amendment of the Preliminary Statement of the
Agreement. The entry of "$25,000" relating to the Class 1-A4 Certificates in
the column entitled "Minimum Denomination" in the second table in such
Preliminary Statement is hereby deleted and replaced by "$1,000."
Article II
MISCELLANEOUS PROVISIONS
Section 2.01. Capitalized Terms. For all purposes of this Amendment
No. 1, except as otherwise stated herein, terms used in capitalized form in
this Amendment No. 1 and defined in the Agreement have the meanings specified
in the Agreement.
Section 2.02. Continuing Effect. Except as expressly amended by this
Amendment No. 1, the Agreement shall remain in full force and effect in
accordance with its terms.
Section 2.03. References to Agreement. From and after the execution
and delivery of this Amendment No. 1, all references to the Agreement in the
Agreement, any Certificate or any other document executed or delivered in
connection therewith shall be deemed a reference to the Agreement as amended
hereby, unless the context expressly requires otherwise.
Section 2.04. Governing Law. THIS AMENDMENT NO. 1 SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW
YORK.
Section 2.05. Counterparts. This Amendment No. 1 may be executed in
any number of counterparts, each of which shall be deemed to be an original,
and all of which counterparts shall together constitute but one and the same
instrument.
Section 2.06. Effectiveness. This Amendment No. 1 shall become
effective as of the date first written above.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to be duly executed by their respective officers as of the day and year
first above written.
STRUCTURED ASSET SECURITIES CORPORATION,
as Depositor
By: /s/ Ellen V. Kiernan
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Name: Ellen V. Kiernan
Title: Vice President
AURORA LOAN SERVICES INC.,
as Master Servicer
By: /s/ Rick Skogg
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Name: Rick Skogg
Title: President
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Nancie J. Arvin
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Name: Nancie J. Arvin
Title: Vice President
