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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 Exchange Act of 1934
Date of Report (Date of earliest event report): January 31, 1999
BANK OF AMERICA, FSB
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(EXACT NAME OF REGISTRANTS AS SPECIFIED IN CHARTER)
United States
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
333-3200
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(COMMISSION FILE NUMBER)
91-0221850
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(I.R.S. EMPLOYER IDENTIFICATION NUMBERS)
555 California Street
San Francisco, CA 94104
(415) 622-2220
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(ADDRESS AND TELEPHONE NUMBER OF REGISTRANTS'
PRINCIPAL EXECUTIVE OFFICES)
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Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS
ASSIGNMENT AND ASSUMPTION OF SERVICING DUTIES.*
Pursuant to an Assignment and Assumption Agreement, dated as of
January 31, 1999, between Bank of America, FSB, as Assignor and GreenPoint
Credit Corp. as Assignee (the "Assignment Agreement", a copy of which is
attached hereto as Exhibit 10), Bank of America, FSB has assigned all of its
liabilities, rights, duties and obligations as Servicer under that certain
Pooling and Servicing Agreement, dated as of June 1, 1988, by and between
Western Savings and Loan Association and Bankers Trust (Delaware), to GreenPoint
Credit Corp.
______________
* Capitalized terms used herein without definition shall have the meanings
assigned to them in the Assignment Agreement.
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Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit Numbers:
The following are filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
10. Assignment and Assumption Agreement, dated as of January 31, 1999,
between Bank of America, FSB, as Assignor and GreenPoint Credit Corp.
as Assignee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
BANK OF AMERICA, FSB
By: /s/ Shaun M. Maguire
--------------------
Name: Shaun M. Maguire
Title: Senior Vice President
Dated: February 8, 1999
San Francisco, California
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EXHIBIT INDEX
Exhibit Numbers
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10. Assignment and Assumption Agreement, dated as of January 31, 1999,
between Bank of America, FSB, as Assignor and GreenPoint Credit
Corp. as Assignee.
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Exhibit 10
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is executed as
of January 31, 1999, by and between BANK OF AMERICA FSB, ("Assignor") and
GREENPOINT CREDIT CORP., a Delaware corporation ("Assignee").
WHEREAS, Assignor is a party to that certain Pooling and Servicing
Agreement, by and between Western Savings and Loan Association and Bankers Trust
(Delaware), dated as of June 1, 1998 (the "Pooling Agreement"), pursuant to
which the Assignor, in its capacity as servicer (the "Servicer") under such
Pooling Agreement, has agreed to service certain manufactured housing
installment loan contracts as specified therein.
WHEREAS, BankAmerica Corporation, a Delaware corporation and GreenPoint
Bank, a New York chartered savings bank ("GreenPoint"), are parties to that
certain Stock Purchase Agreement dated as of April 11, 1998 (as amended,
restated or modified from time to time, the "Stock Purchase Agreement"),
pursuant to which GreenPoint will acquire all assets and liabilities (including,
in accordance with the terms hereof, Assignor's rights and obligations as
Servicer under the Pooling Agreement) relating to the manufactured housing
lending business of BankAmerica Housing Services, other than certain excluded
assets and certain excluded liabilities, pursuant to a stock transfer or similar
transaction. The Assignee is an operating subsidiary of GreenPoint.
WHEREAS, in connection with the transactions contemplated by the Stock
Purchase Agreement, Assignor seeks to assign and transfer all of its rights and
obligations as Servicer under the Pooling Agreement to Assignee and Assignee
seeks to succeed to all of such rights and assume all of such obligations on the
terms and conditions hereinafter set forth.
WHEREAS, in order to effectuate the assignment and assumption contemplated
hereunder, the consent of the parties listed on Schedule I attached hereto (the
"Consenting Parties") is required, and the Consenting Parties are willing to
consent on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns and transfers to Assignee, and Assignee hereby
accepts and assumes, all of Assignor's rights, duties, commitments and
obligations as Servicer under the Pooling Agreement, including, but not limited
to, any of Assignor's rights, duties, commitments and obligations with respect
to administration and compliance of the trust fund or funds created thereunder
in accordance with the "real estate mortgage investment conduit" rules and
regulations of the Internal Revenue Code of 1986, as amended.
2. The Consenting Parties hereby approve of, and consent to, the
assignment and assumption set forth in paragraph 1 hereof. The Consenting
Parties hereby release Assignor from any and all obligations and liabilities in
its capacity as Servicer under or in connection with the Pooling Agreement that
arise on or after the Effective Date of this Agreement.
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3. All claims against and liabilities of the Servicer under the Pooling
Agreement incurred on or before the Effective Date shall be the responsibility
of Assignor and all claims against and liabilities of the Servicer under the
Pooling Agreement incurred after the Effective Date shall be the responsibility
of Assignee.
4. This Agreement shall be effective on the date upon which the opinion
substantially in the form of Exhibit A attached hereto has been delivered and
all of the Consenting Parties have consented to this Agreement (the "Effective
Date").
5. The Assignee agrees that all fees and reimbursements due and owing to
the Servicer under the Pooling Agreement (including, but not limited to,
reimbursement of any advances made by the Servicer pursuant to the terms of the
Pooling Agreement and the right to any servicing fee) prior to the Effective
Date but remaining outstanding after the Effective Date shall be paid or
reimbursed to the Assignor in accordance with the terms of the Pooling
Agreement.
6. The Assignee agrees that it will endeavor to ensure that the ratings on
any security (including any asset-backed security) issued pursuant to or in
connection with the Pooling Agreement where the Assignor or any of its
affiliates originated the related contracts will not be downgraded as a result
of or in connection with the Assignee's servicing activities. Notwithstanding
the foregoing, the Assignee shall not be required to obtain any credit
enhancement to prevent such downgrade if such credit enhancement is unrelated to
the Assignee's servicing activities.
7. The parties hereto agree that nothing herein shall be deemed to be an
assignment of the Assignor's rights and obligations as a Contract Seller (as
such term is defined in the Pooling Agreement) under the Pooling Agreement or
the Assignor's rights as a certificateholder under the Pooling Agreement.
8. Each of Assignor and Assignee agrees to indemnify the other for any
responsibilities under paragraph 3 above and for any other breach of the terms
of this Agreement.
9. This Agreement shall be governed by California law. This Agreement
constitutes the complete agreement of the parties relating to the subject matter
hereof and supersedes any prior agreements or understandings. This Agreement
may not be amended unless agreed upon in writing by the parties. This Agreement
may be executed in one or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute but one and the same instrument.
The provisions of this Agreement shall be binding upon and inure to the benefit
of both parties and their respective successors and assigns.
2
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IN WITNESS WHEREOF, the Assignor and the Assignee have executed this
Agreement as of the date first written above.
BANK OF AMERICA, FSB, as Assignor
By: /s/ Shaun M. Maguire
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Its: Assistant Treasurer
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GREENPOINT CREDIT CORP., as Assignee
By: /s/ Charles O. Ryan
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Its: Senior Vice President
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Schedule I
List of Consenting Parties
Schedule I
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Schedule I
List of Consenting Parties
<TABLE>
<CAPTION>
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Account ID Number of Units Percentage
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<S> <C> <C>
CLASS A
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BOST 19,857,817.79 18.49%
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MODERNWOODMENA 2,000,000 1.86%
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SALKELD 20,500,000 19.09%
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CUNAMUTUALIFE 3,000,000 2.79%
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GREATANCHOR 4,100,000 3.82%
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LINENET 300,000 0.28%
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MUTUALOMAHAINS 5,000,000 4.66%
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GREATBAY 100,000 0.09%
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OHIONATIONALLI 5,000,000 4.66%
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TEXTRONCHARITA 205,000 0.19%
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TEXTRONHEALTH8 560,000 0.52%
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TIDEBEACH 10,760,000 10.02%
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UNITEDOMAHALIFE 5,000,000 4.66%
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TOTAL 76,382,817.79 71.13%
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CLASS B
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MANUFACTURED HOUSING 35,794,272.59 100%
RESIDUAL INTEREST
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</TABLE>
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Consented and agreed to as of
the date first written above:
MELLON BANK,
as the holder of 18.49% of the 1988-2 Class A Certificates
By: /s/ Alan Kondas
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Name: Alan Kondas
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Title: Officer/Mgr.
--------------------
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Consented and agreed to as of
the date first written above:
MODERN WOODMEN OF AMERICA,
as the holder of 1.86% of the 1988-2 Class A Certificates
By: /s/ Nick S. Coin
---------------------------------
Name: Nick S. Coin
-------------------------------
Title: Manager, Securities Division
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7
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Consented and agreed to as of
the date first written above:
SALKELD & CO.,
as the holder of 20,500,000 (19.09%) of the 1988-2 Class A Certificates
By: /s/ Mary Lewis
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Name: Mary Lewis
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Title: Reorg Specialist
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8
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Consented and agreed to as of
the date first written above:
CUNA MUTUAL LIFE INSURANCE COMPANY,
as the holder of 2.79% of the 1988-2 Class A Certificates
By: CIMCO Inc.
By: /s/ Mark A. Prusha
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Name: Mark A. Prusha
----------------------------
Title: Senior Investment Officer
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9
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Consented and agreed to as of
the date first written above:
GREATANCHOR & CO.,
as the holder of 4,100,000 units (3.82%) of the Class A Certificates
By: /s/ David Paldino
----------------------
Name: David Paldino
--------------------
Title: AVP
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10
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Consented and agreed to as of
the date first written above:
LINENET & CO.,
as the holder of 300,000 (0.28%) of the Class A Certificates
By: /s/ David Paldino
----------------------
Name: David Paldino
--------------------
Title: AVP
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11
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Consented and agreed to as of
the date first written above:
MUTUAL OF OMAHA INSURANCE COMPANY,
as the holder of 4.66% of the 1988-2 Class A Certificates
By: /s/ Edwin H. Garrison Jr.
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Name: Edwin H. Garrison Jr.
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Title: First Vice President
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12
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Consented and agreed to as of
the date first written above:
GREATBAY & CO.,
as the holder of 100,000 units (0.09%) of the Class A Certificates
By: /s/ David Paldino
----------------------
Name: David Paldino
--------------------
Title: AVP
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13
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Consented and agreed to as of
the date first written above:
OHIO NATIONAL LIFE INS,
as the holder of 5,000,000 units (4.66%) of the Class A Certificates
By: /s/ Michael A. Boedeker
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Name: Michael A. Boedeker
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Title: Vice President, Fixed Income Securities
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14
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Consented and agreed to as of
the date first written above:
TEXTRON CHARITABLE TRUST,
as the holder of 205,000 units (0.19%) of the Class A Certificates
Investors Bank & Trust Company, Trustee
By: /s/ Virginia L Knowlton
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Name: Virginia L. Knowlton
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Title: Authorized Officer
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15
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Consented and agreed to as of
the date first written above:
TEXTRON HEALTH BENEFIT TRUST,
as the holder of 560,000 units (0.52%) of the Class A Certificates
Investors Bank & Trust Company
By: /s/ Virginia L. Knowlton
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Name: Virginia L. Knowlton
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Title: Authorized Officer
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16
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Consented and agreed to as of
the date first written above:
CONSENTING PARTY
By: TCW Asset Management Company, as investment adviser to Testron Inc Master
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Trust
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Its: /s/
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Group Managing Director
17
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Consented and agreed to as of
the date first written above:
UNITED OF OMAHA LIFE INSURANCE CO.,
as the holder of 4.66% of the 1988-2 Class A Certificates
By: /s/ Edwin H. Garrison Jr.
----------------------------
Name: Edwin H. Garrison Jr.
--------------------------
Title: First Vice President
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18
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Consented and agreed to as of
the date first written above:
By: MANUFACTURED HOUSING RESIDEUAL INTEREST TRUST 1991-1,
as the holder of 100% of the 1988-2 Class B Certificates
By: WILMINGTON TRUST COMPANY,
as Trustee
By: /s/ Rosemary Partaro
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Name:
-----------------------
Title:
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19
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Exhibit A
Form of Opinion
Exhibit A
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EXHIBIT A
FORM OF OPINION OF COUNSEL OF ASSIGNEE
September 30, 1998
[Schedule of Consenting Parties]
Bank of America, FSB
Reference is made to that certain Assignment and Assumption Agreement,
dated as of September 30, 1998, by and between Bank of America, FSB, acting
through its division, BankAmerica Housing Services as assignor ("Assignor") and
GreenPoint Credit Corp., a Delaware Corporation as assignee ("Assignee").
(1) The Assignee is duly organized as a corporation and is validly
existing and in good standing under the laws [ ].
(2) The Assignee has all requisite corporate power and authority to own,
lease and operate its properties, and to carry on its business as now being
conducted.
(3) The Assignee has the corporate power and authority to enter into and
perform its duties under the Agreement and the Pooling and Servicing Agreement.
(4) The Agreement has been duly executed and delivered by the Assignee.
Each of the Agreement and the Pooling and Servicing Agreement has been duly
authorized by the Assignee and each constitutes the legal, valid and binding
obligation of the Assignee, enforceable against the Assignee in accordance with
its respective terms except that the enforceability thereof may be subject to
(a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and other similar laws now or hereafter in effect relating to creditors' rights
and (b) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
(5) Neither the execution and delivery of either the Agreement or the
assumption by the Assignee of the obligations of the Assignor under the Pooling
and Servicing Agreement nor the consummation of the transactions contemplated by
the Agreement or the Pooling and Servicing Agreement, or the fulfillment of any
of the terms contemplated in the Agreement or the Pooling and Servicing
Agreement, (a) will conflict with or result in any violation of any term or
provision of the Articles of Incorporation or By-Laws of the Assignee, (b) will
not conflict with, result in a breach, violation or acceleration of any the
terms of, or constitute a default under, any material agreement or instrument to
which the Assignee is a party or to which its assets is subject, and (c) will
not conflict with or result in any violation of any term or provision of any
order known to us of any court or administrative agency entered in any
proceeding to which the Assignee is a party or by which it may be bound or to
which it may be subject.
(6) No approval, authorization, consent, order, registration,
qualification, license or permit of, or designation, declaration or filing with,
any governmental authority or California, [Assignee's state of incorporation] or
Federal court is required on the part of the Assignee in connection with the
execution, delivery and performance by the Assignee of either the
<PAGE>
Agreement, or the Pooling and Servicing Agreement except for consents,
approvals, authorizations, registrations, and qualifications as have been
obtained and as such filings as have been made.
(7) There are no actions, proceedings or investigations pending or
threatened before any court, administrative agency or other tribunal to which
the Assignee is a party or is threatened to be made a party, (a) asserting the
invalidity of either the Agreement or the Pooling and Servicing Agreement, (b)
seeking to prevent the consummation of any of the transactions contemplated by
the Assignee, or (c) which might materially and adversely affect the performance
by the Assignee of its obligations under, or the validity or enforceability of,
either the Agreement or the Pooling and Servicing Agreement.
(8) Neither the consummation by the Assignee of any of the transactions
contemplated by, or the fulfillment of the terms of either the Agreement or the
Pooling and Servicing Agreement, will result in any violation by the Assignee,
of any statute, law or regulation of the State of California, [Assignee's state
of incorporation] or of the Federal government.
