SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDMENT
FOR 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 reported) July 30, 1998
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of July 1, 1998,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1998-12)
GE Capital Mortgage Services, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 33-5042 21-0627285
----------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
Three Executive Campus
Cherry Hill, New Jersey 08002
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number,
including area code (609) 661-6100
GE Capital Mortgage Services, Inc. (the "Company") hereby
amends its Current Report on Form 8-K dated July 30, 1998 (as
filed with the Securities and Exchange Commission on August 13,
1998), as set forth in the page attached hereto.
<PAGE>
EXHIBIT 4.1 The Pooling and Servicing Agreement for the REMIC
Multi-Class Pass-Through Certificates, Series 1998-12, dated as
of July 1, 1998 between GE Capital Mortgage Services, Inc., as
seller and servicer, and State Street Bank and Trust Company, as
trustee.
The Company hereby amends the Pooling and Servicing
Agreement, by adding Exhibit O entitled "SENIOR PRINCIPAL
PRIORITIES", comprised of the following text set forth below.
EXHIBIT O-1
SENIOR PRINCIPAL PRIORITIES
third, to the Pool 1 Senior Certificates (other than
the Class 1-A6 Certificates), in reduction of the Class
Certificate Principal Balances thereof, concurrently, to
the extent of remaining Pool 1 Available Funds, as follows:
(a) to the Class 1-A1, Class 1-A2, Class 1-A3,
Class 1-A4, Class 1-A5, Class 1-A7, Class 1-A8, Class
1-A9, Class 1-A10, Class 1-A11, Class 1-A12, Class
1-A13, Class 1-A14, Class 1-R and Class 1-RL
Certificates, the Pool 1 Senior Optimal Principal
Amount for such Distribution Date, concurrently, as
follows:
(i) pro rata, to the Class 1-R and Class
1-RL Certificates, until the Class Certificate
Principal Balance of each such Class has been
reduced to zero;
(ii) to the Class 1-A1, Class 1-A2, Class
1-A3, Class 1-A4 and Class 1-A5 Certificates
(together, the "Pool 1 PAC Certificates"), as a
group, up to the amount necessary to reduce the
aggregate Class Certificate Principal Balance of
the Pool 1 PAC Certificates to the Aggregate Pool
1 PAC Balance (as set forth in the Pool 1
Scheduled Balances Table attached to this Pool 1
Annex) for such Distribution Date, in the
following order of priority:
(A) to the Class 1-A1 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(B) to the Class 1-A2 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(C) to the Class 1-A3 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(D) to the Class 1-A4 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
and
(E) to the Class 1-A5 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(iii) concurrently, in proportion to their
aggregate Class Certificate Principal Balances,
(x) to the Class 1-A8, Class 1-A9 and Class 1-A10
Certificates, as a group and (y) to the Class
1-A7, Class 1-A11, Class 1-A12, Class 1-A13 and
Class 1-A14 Certificates, as a group, as follows:
O-1 -- 1
<PAGE>
(A) to the Class 1-A8, Class 1-A9 and
Class 1-A10 Certificates, in the following
order of priority:
(I) pro rata, to the Class 1-A8
and Class 1-A9 Certificates, up to the
amount necessary to reduce the
aggregate Class Certificate Principal
Balance of the Class 1-A8 and Class
1-A9 Certificates to the Aggregate Pool
1 TAC Balance (as set forth in the Pool
1 TAC Balances Table attached to this
Pool 1 Annex) for such Distribution
Date;
(II) to the Class 1-A10
Certificates, until the Class
Certificate Principal Balance thereof
has been reduced to zero; and
(III) pro rata, to the Class 1-A8
and Class 1-A9 Certificates, without
regard to the Aggregate Pool 1 TAC
Balances for such Distribution Date,
until the Class Certificate Principal
Balance of each such Class has been
reduced to zero; and
(B) to the Class 1-A7, Class 1-A11,
Class 1-A12, Class 1-A13 and Class 1-A14
Certificates, in the following order:
(I) to the Class 1-A7, Class 1-A13
and Class 1-A14 Certificates, up to the
amount necessary to reduce the
aggregate Class Certificate Principal
Balance of such Classes to the
Aggregate Pool 1 Scheduled Balance (as
set forth in the Pool 1 Scheduled
Balances Table attached to this Pool 1
Annex) for such Distribution Date, as
follows:
(1) concurrently, in
proportion to their aggregate
Class Certificate Principal
Balances, (x) to the Class 1-A7
Certificates, until the Class
Certificate Principal Balance
thereof has been reduced to zero;
and (y) to the Class 1-A13 and
Class 1-A14 Certificates, as a
group, in the following order:
(a) to the Class 1-A13
Certificates, up to an amount
necessary to reduce the Class
Certificate Principal Balance
thereof to the Class 1-A13
Scheduled Balance (as set
forth in the Pool 1 Scheduled
Balances Table attached to
this Pool 1 Annex) for such
Distribution Date;
(b) to the Class 1-A14
Certificates, until the Class
Certificate Principal Balance
thereof has been reduced to
zero; and
(c) to the Class 1-A13
Certificates, without regard
to its Class 1-A13 Scheduled
Balance for such Distribution
Date, until the Class
Certificate Principal Balance
thereof has been reduced to
zero; and
(II) pro rata, to the Class 1-A11
and Class 1-A12 Certificates, until the
Class Certificate Balances of each such
Class has been reduced to zero; and
(III) to the Class 1-A7, Class
1-A13 and Class 1-A14 Certificates,
without regard to the Aggregate Pool 1
Scheduled Balance for such Distribution
Date, as follows:
(1) concurrently, in
proportion to their aggregate
Class Certificate Principal
Balances, (x) to the Class 1-A7
Certificates, until the Class
Certificate Principal Balance
thereof has been reduced to zero;
and (y) to the Class 1-A13 and
Class 1-A14 Certificates, as a
group, in the following order:
(a) to the Class 1-A13
Certificates, up to an amount
necessary to reduce the Class
Certificate Principal Balance
thereof to the Class 1-A13
Scheduled Balance (as set
forth in the Pool 1 Scheduled
Balances Table attached to
this Pool 1 Annex) for such
Distribution Date;
(b) to the Class 1-A14
Certificates, until the Class
Certificate Principal Balance
thereof has been reduced to
zero; and
(c) to the Class 1-A13
Certificates, without regard
to its Class 1-A13 Scheduled
Balance for such Distribution
Date, until the Class
Certificate Principal Balance
thereof has been reduced to
zero; and
O-1 -- 2
<PAGE>
(iv) to the Class 1-A1, Class 1-A2, Class
1-A3, Class 1-A4 and Class 1-A5 Certificates,
without regard to the Aggregate Pool 1 PAC Balance
for such Distribution Date, in the following order
of priority:
(A) to the Class 1-A1 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(B) to the Class 1-A2 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(C) to the Class 1-A3 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(D) to the Class 1-A4 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
and
(E) to the Class 1-A5 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
and
(b) to the Class 1-PO Certificates, the Class
1-PO Principal Distribution Amount for such
Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero;
O-1 -- 3
<PAGE>
EXHIBIT O-2
SENIOR PRINCIPAL PRIORITIES
third, to the Classes of Pool 2 Senior Certificates,
in reduction of the Class Certificate Principal Balances
thereof, to the extent of remaining Pool 2 Available Funds,
concurrently, as follows:
(a) to the Class 2-A1, Class 2-A2, Class 2-A4,
Class 2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class
2-A9, Class 2-R and Class 2-RL Certificates, the Pool
2 Senior Optimal Principal Amount for such
Distribution Date, concurrently, as follows:
(i) to the Class 2-A9 Certificates (the
"Pool 2 Group II Senior Certificates"), the
lesser of (A) the Class 2-A9 Principal
Distribution Amount (as defined herein) for such
Distribution Date and (B) approximately 98.60000%
of the Pool 2 Senior Optimal Principal Amount for
such Distribution Date, until the Class
Certificate Principal Balance of the Class 2-A9
Certificates has been reduced to zero;
(ii) to the Class 2-A1, Class 2-A2, Class
2-A4, Class 2-A5, Class 2-A6, Class 2-A7, Class
2-A8, Class 2-R and Class 2-RL Certificates
(together, the "Pool 2 Group I Senior
Certificates"), the Pool 2 Senior Optimal
Principal Amount, less the amount described in
clause (i) above, in the following order of
priority:
(A) sequentially, to the Class 2-A1 and
Class 2-A2 Certificates, in that order, up
to the amount necessary to reduce the
respective Class Certificate Principal
Balances of such Classes to their respective
PAC Balances (as set forth in the Pool 2 PAC
Balances Table attached to this Pool 2
Annex) for such Distribution Date;
(B) pro rata, to the Class 2-A4, Class
2-A5 and Class 2-A6 Certificates, up to the
amount necessary to reduce the respective
Class Certificate Principal Balances of such
Classes to their respective TAC Balances (as
set forth in the Pool 2 TAC Balances Table
attached to this Pool 2 Annex) for such
Distribution Date;
(C) to the Class 2-A7 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(D) pro rata, to the Class 2-A4, Class
2-A5 and Class 2-A6 Certificates, without
regard to their respective TAC Balances,
until the Class Certificate Principal
Balances thereof have each been reduced to
zero;
O-2 -- 1
<PAGE>
(E) to the Class 2-A8 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(F) sequentially, to the Class 2-A1 and
Class 2-A2 Certificates, in that order,
without regard to their respective PAC
Balances, until the Class Certificate
Principal Balances thereof have each been
reduced to zero, such that no distribution
pursuant to this clause will be made to the
Class 2-A2 Certificates until the Class
Certificate Principal Balance of the Class
2-A1 Certificates has been reduced to zero;
(G) sequentially, to the Class 2-R and
Class 2-RL Certificates, in that order,
until the Class Certificate Principal
Balances thereof have each been reduced to
zero, such that no distribution pursuant to
this clause will be made to the Class 2-RL
Certificates until the Class Certificate
Principal Balance of the Class 2-R
Certificates has been reduced to zero; and
(b) to the Class 2-PO Certificates, the Class
2-PO Principal Distribution Amount for such
Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero;
O-2 -- 2
<PAGE>
EXHIBIT O-3
SENIOR PRINCIPAL PRIORITIES
third, to the Classes of Pool 3 Senior Certificates in
reduction of the Class Certificate Principal Balances
thereof, to the extent of remaining funds, concurrently, as
follows:
(a) to the Class 3-A1, Class 3-A2, Class 3-A3,
Class 3-A4 and Class 3-R Certificates, the Pool 3
Senior Optimal Principal Amount for such Distribution
Date, concurrently, as follows:
(1) to the Class 3-R and Class 3-A4
Certificates, approximately 70.8994771969% of the
amount set forth in clause (a), sequentially, as
follows:
(A) to the Class 3-R Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
and
(B) to the Class 3-A4 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
and
(2) to the Class 3-A1, Class 3-A2 and Class
3-A3 Certificates, approximately 29.1005228031%
of the amount set forth in clause (a),
sequentially, as follows:
(A) to the Class 3-A3 Certificates (the
"Pool 3 Group II Senior Certificates"), the
Class 3-A3 Principal Distribution Amount (as
defined herein) for such Distribution Date,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
and
(B) to the Class 3-A1 and Class 3-A2
Certificates (together, the "Pool 3 Group I
Senior Certificates"), the amount set forth
in clause (a)(2) above, less the Class 3-A3
Principal Distribution Amount for such
Distribution Date, sequentially, as follows:
(I) to the Class 3-A1
Certificates, until the Class
Certificate Principal Balance thereof
has been reduced to zero; and
(II) to the Class 3-A2
Certificates, until the Class
Certificate Principal Balance thereof
has been reduced to zero; and
(b) to the Class 3-PO Certificates, the Class
3-PO Principal Distribution Amount for such
Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero;
O-3 -- 1
<PAGE>
EXHIBIT O-4
SENIOR PRINCIPAL PRIORITIES
third, to the Classes of Pool 4 Senior Certificates,
in reduction of the Class Certificate Principal Balances
thereof, to the extent of remaining Pool 4 Available Funds,
concurrently, as follows:
(a) to the Class 4-A4 Certificates (the "Pool 4
Group II Senior Certificates"), the Class 4-A4
Principal Distribution Amount (as defined herein) for
such Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero;
(b) to the Class 4-A1, Class 4-A2, Class 4-A3,
Class 4-A5, Class 4-A6, Class 4-A7, Class 4-A8, Class
4-A9, Class 4-A10, Class 4-A11, Class 4-A12, Class
4-A13, and Class 4-R Certificates (the "Pool 4 Group I
Senior Certificates"), the Pool 4 Senior Optimal
Principal Amount for such Distribution Date, less the
Class 4-A4 Principal Distribution Amount for such
Distribution Date, in the following order of priority:
(1) to the Class 4-A1, Class 4-A2, Class
4-A3, Class 4-A6, Class 4-A7, Class 4-A8, Class
4-A9, Class 4-A10, Class 4-A11, Class 4-A12,
Class 4-A13 and Class 4-R Certificates,
approximately 71.9394600504% of the amount set
forth in clause (b) above, in the following order
of priority:
(i) to the Class 4-A1, Class 4-A6,
Class 4-A7, Class 4-A8, Class 4-A9, Class
4-A10, Class 4-A11, Class 4-A12, Class 4-A13
and Class 4-R Certificates, concurrently,
until the Class Certificate Principal
Balance of the Class 4-A1 Certificates has
been reduced to zero, as follows:
(A) to the Class 4-A6, Class 4-A7,
Class 4-A8, Class 4-A9, Class 4-A10,
Class 4-A11, Class 4-A12 and Class
4-A13 Certificates, approximately
27.5251515152% of the amount set forth
in clause (b)(1) above, in the
following order of priority:
(I) to the Class 4-A6
Certificates, until the Class
Certificate Principal Balance
thereof has been reduced to zero;
(II) pro rata, to the Class
4-A7 and Class 4-A8 Certificates,
until the Class Certificate
Principal Balance of each such
Class has been reduced to zero;
(III) to the Class 4-A9
Certificates, until the Class
Certificate Principal Balance
thereof has been reduced to zero;
(IV) pro rata, to the Class
4-A10 and Class 4-A11
Certificates, until the Class
Certificate Principal Balance of
each such Class has been reduced
to zero; and
(V) sequentially, to the
Class 4-A12 and Class 4-A13
Certificates, in that order, until
each of the Class Certificate
Principal Balances thereof has
been reduced to zero;
(B) to the Class 4-R and Class
4-A1 Certificates, sequentially,
approximately 72.4748484848% of the
amount set forth in clause (b)(1)
above, until the Class Certificate
Principal Balance of each such Class
has been reduced to zero, such that no
distribution pursuant to this clause
will be made to the Class 4-A1
Certificates
O-4 -- 1
<PAGE>
until the Class Certificate Principal
Balance of the Class 4-R Certificates
has been reduced to zero;
(ii) pro rata, to the Class 4-A7 and
Class 4-A8 Certificates, until the Class
Certificate Principal Balance of each such
Class has been reduced to zero;
(iii) to the Class 4-A9 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(iv) pro rata, to the Class 4-A10 and
Class 4-A11 Certificates, until the Class
Certificate Principal Balance of each such
Class has been reduced to zero;
(v) to the Class 4-A12 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
(vi) to the Class 4-A13 Certificates,
until the Class Certificate Principal
Balance thereof has been reduced to zero;
and
(vii) pro rata, to the Class 4-A2 and
Class 4-A3 Certificates, until the Class
Certificate Principal Balance of each such
Class has been reduced to zero;
(2) to the Class 4-A2, Class 4-A3 and Class
4-A5 Certificates, appoximately 28.0605399496% of
the amount set forth in clause (b) above, in the
following order of priority:
(i) to the Class 4-A5 Certificates,
until the Class Certificate
Principal Balance thereof has been
reduced to zero; and
(ii) pro rata, to the Class 4-A2
and Class 4-A3 Certificates, until
the Class Certificate Principal
Balance of each such Class has been
reduced to zero; and
(c) to the Class 4-PO Certificates, the Class
4-PO Principal Distribution Amount for such
Distribution Date, until the Class Certificate
Principal Balance thereof has been reduced to zero;
O-4 --2
<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 thereunto duly authorized.
GE Capital Mortgage Services, Inc.
By: /s/ Syed W. Ali
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Name: Syed W. Ali
Title: Vice President
Dated as of October 14, 1998