UNITED STATES
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 (THE "ACT")
For the fiscal year ended December 31, 1997
Commission File Number: 33-5042
GE CAPITAL MORTGAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 21-0627285
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Executive Campus
Cherry Hill, New Jersey 08002
----------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 661-6100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Act 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___
---
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: None
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 100 shares of common stock, par
value $2,000.00 per share, outstanding as of March 27, 1998.
DOCUMENTS INCORPORATED BY REFERENCE:
THE REGISTRANT'S CURRENT REPORTS ON FORM 8-K REFERRED
TO IN RESPONSE TO PART I, ITEM 2 HEREOF.
<PAGE>
GE CAPITAL MORTGAGE SERVICES, INC.
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 4
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 10
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
PART III
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 11
Item 12. Security Ownership of Certain Beneficial Owners and
Management 11
Item 13. Certain Relationships and Related Transactions 54
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 54
Supplemental Information 55
SIGNATURES 56
INDEX TO EXHIBITS 57
<PAGE>
This Form 10-K of GE Capital Mortgage Services, Inc. (the "Company") includes
the information required to be set forth herein pursuant to the Amended
Application for Exemptive Order dated December 1, 1986 (the "Exemptive Order"),
filed by the Company (formerly Travelers Mortgage Services, Inc.), which
Exemptive Order was granted by the Securities and Exchange Commission on January
15, 1987
PART I
Item 1. Business
- ------- --------
The Company utilizes a number of software programs and information systems in
the ordinary course of servicing the mortgage loans it securitizes. Year 2000
compliance programs and information systems modifications have been initiated in
an attempt to ensure that these systems and key processes will remain
functional. This objective is expected to be achieved either by modifying
present systems using existing internal and external programming resources or by
installing new systems, and by monitoring supplier and other third-party
interfaces. While there can be no assurance that all such modifications will be
successful, management does not expect that either costs of modifications or
consequences of any unsuccessful modifications should have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.
Pursuant to the Exemptive Order, the Company is not required to provide any
other information under Item 1.
Item 2. Properties
- ------- ----------
The information set forth in the Current Reports on Form 8-K dated January 27,
1997, February 25, 1997, March 25, 1997, April 25, 1997, May 27, 1997, June 25,
1997, July 25, 1997, August 25, 1997, September 25, 1997, October 27, 1997,
November 25, 1997 and December 26, 1997 is incorporated herein by reference. See
also the Servicer's Annual Statements as to Compliance that are filed as
Exhibits 99.1 through 99.13 under Part IV, Item 14(a) hereof.
Item 3. Legal Proceedings
- ------- -----------------
On May 5, 1995 several borrowers under home equity mortgage loans made by the
Company filed a class action lawsuit in the United States District Court for the
District of New Jersey alleging that the plaintiffs and the members of the class
that they seek to represent borrowed from the Company at interest rates which
were higher than the Company's required yield for a mortgage loan of that type
under a program allegedly intended by the Company to provide additional
compensation to the borrowers' brokers. Such case is captioned DAVIS ET. AL. V.
GE CAPITAL MORTGAGE SERVICES, INC. The Company is one of a number of major
mortgage lending institutions subject to this type of lawsuit. The complaint
against the Company contains allegations of violations of law, including
violations of the federal Truth in Lending Act and the Massachusetts Truth in
Lending Act. The lawsuit seeks an order declaring that the mortgage loans made
to the plaintiffs and other class members are void and unenforceable and subject
to a continuing right of rescission. The lawsuit also seeks damages for the
plaintiffs and other class members, together with costs, interest, attorneys
fees and other relief. The Company and plaintiffs' counsel have executed a
settlement agreement which has been preliminarily approved by the Court and is
awaiting final approval. Although there can be no assurance as to the ultimate
outcome of this lawsuit, the Company believes that final resolution thereof will
not have a material adverse effect on the financial position of the Company or
any effect on the mortgage loans subject to the litigation.
<PAGE>
In the case captioned LANCE ROSEN V. GE CAPITAL MORTGAGE SERVICES, INC., GE
CAPITAL MORTGAGE CORPORATION AND UNITED GUARANTY RESIDENTIAL INSURANCE CORP.,
filed in the Superior Court of Camden County, New Jersey on July 28, 1995, the
plaintiff seeks to represent a nationwide class of borrowers whose loans were
originated or serviced by the Company and for which private mortgage insurance
("PMI") was a loan requirement. The plaintiff alleges that the Company breached
a common law duty to notify borrowers, both at the time of loan closing and
thereafter during the course of servicing, of the requirements for cancellation
of PMI. The plaintiff is seeking a mandatory injunction compelling the Company
to provide notices to borrowers to inform borrowers of the necessary
preconditions to obtain cancellation of PMI. The plaintiff also seeks money
damages, in an unspecified amount, for reimbursement of PMI premiums allegedly
unnecessarily paid by borrowers after the conditions precedent to PMI
cancellation had been met. The Company and plaintiffs' counsel have executed a
settlement agreement which has received final court approval. The terms of the
settlement include, inter alia, that (i) the Company will effect a one time
cancellation of PMI on all loans it services where the loan-to-value ratio is
69.99% or less, the borrower has not been thirty days late on any payment in the
previous twelve months, and the cancellation complies with all relevant investor
criteria and (ii) the Company will provide notices at origination and annually
to all borrowers with PMI on their loans of the circumstances where they may be
able to cancel PMI. In general, cancellation of PMI is permitted for mortgage
loans underlying the Company's mortgage-backed securities when the outstanding
principal balance of a mortgage loan has amortized to 80% or less of the greater
of the origination appraised value or current appraised value of the mortgaged
property. The Company believes that final resolution of this lawsuit will not
have a material adverse effect on the financial position of the Company.
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- ------- ---------------------------------------------------------------------
There is no established public trading market for the Company's publicly issued
Multi-Class Pass-Through Certificates (the "Certificates").
As of December 31, 1997, the number of holders of record of Certificates was as
follows:
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1997-1 Class A1 0
Series 1997-1 Class A2 2
Series 1997-1 Class A3 4
Series 1997-1 Class A4 1
Series 1997-1 Class A5 1
Series 1997-1 Class A6 1
Series 1997-1 Class A7 1
Series 1997-1 Class A8 1
Series 1997-1 Class A9 1
Series 1997-1 Class A10 1
Series 1997-1 Class A11 1
Series 1997-1 Class A12 1
Series 1997-1 Class A13 1
Series 1997-1 Class A14 7
Series 1997-1 Class A15 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1997-1 Class R 1
Series 1997-1 Class RL 1
Series 1997-1 Class PO 1
Series 1997-1 Class M 3
Series 1997-1 Class B1 1
Series 1997-1 Class B2 1
Series 1997-2 Class 1-A1 16
Series 1997-2 Class 1-A2 18
Series 1997-2 Class 1-A3 1
Series 1997-2 Class 1-A4 1
Series 1997-2 Class 1-A5 1
Series 1997-2 Class 1-A6 1
Series 1997-2 Class 1-A8 0
Series 1997-2 Class 1-A9 0
Series 1997-2 Class 1-A10 1
Series 1997-2 Class 1-A11 1
Series 1997-2 Class 1-A12 1
Series 1997-2 Class 1-A13 1
Series 1997-2 Class 1-A14 2
Series 1997-2 Class 1-A15 0
Series 1997-2 Class 1-A16 4
Series 1997-2 Class 1-A17 1
Series 1997-2 Class 1-PO 1
Series 1997-2 Class 1-M 1
Series 1997-2 Class 1-B1 1
Series 1997-2 Class 1-B2 1
Series 1997-2 Class R 1
Series 1997-2 Class RL 1
Series 1997-2 Class 2-A1 1
Series 1997-2 Class 2-A2 1
Series 1997-2 Class 2-A3 1
Series 1997-2 Class 2-A4 1
Series 1997-2 Class 2-A5 1
Series 1997-2 Class 2-A6 1
Series 1997-2 Class 2-A7 5
Series 1997-2 Class 2-PO 1
Series 1997-2 Class 2-M 1
Series 1997-2 Class 2-B1 1
Series 1997-2 Class 2-B2 1
Series 1997-3 Class A1 1
Series 1997-3 Class A2 1
Series 1997-3 Class A3 1
Series 1997-3 Class A4 24
Series 1997-3 Class A5 1
Series 1997-3 Class A6 1
Series 1997-3 Class A7 2
Series 1997-3 Class A8 5
Series 1997-3 Class A9 10
Series 1997-3 Class A10 1
Series 1997-3 Class A11 15
Series 1997-3 Class A12 9
Series 1997-3 Class A13 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1997-3 Class A14 1
Series 1997-3 Class A15 4
Series 1997-3 Class PO 0
Series 1997-3 Class R 1
Series 1997-3 Class M 1
Series 1997-3 Class B1 1
Series 1997-3 Class B2 1
Series 1997-4 Class A1 1
Series 1997-4 Class A2 1
Series 1997-4 Class A3 1
Series 1997-4 Class A4 3
Series 1997-4 Class A5 1
Series 1997-4 Class A6 1
Series 1997-4 Class A7 1
Series 1997-4 Class A8 1
Series 1997-4 Class A9 2
Series 1997-4 Class A10 7
Series 1997-4 Class A11 1
Series 1997-4 Class A12 1
Series 1997-4 Class R 1
Series 1997-4 Class PO 1
Series 1997-4 Class M 1
Series 1997-4 Class B1 1
Series 1997-4 Class B2 1
Series 1997-5 Class A1 3
Series 1997-5 Class A2 21
Series 1997-5 Class A3 6
Series 1997-5 Class A4 1
Series 1997-5 Class A5 1
Series 1997-5 Class A6 1
Series 1997-5 Class A7 0
Series 1997-5 Class R 1
Series 1997-5 Class PO1 0
Series 1997-5 Class PO2 0
Series 1997-5 Class S1 0
Series 1997-5 Class M 1
Series 1997-5 Class B1 1
Series 1997-5 Class B2 1
Series 1997-6 Class A1 4
Series 1997-6 Class A2 5
Series 1997-6 Class A3 5
Series 1997-6 Class A4 4
Series 1997-6 Class A5 1
Series 1997-6 Class A6 3
Series 1997-6 Class A7 2
Series 1997-6 Class A8 1
Series 1997-6 Class A9 1
Series 1997-6 Class A10 1
Series 1997-6 Class A11 0
Series 1997-6 Class A12 1
Series 1997-6 Class A13 1
Series 1997-6 Class A14 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1997-6 Class A15 6
Series 1997-6 Class A16 2
Series 1997-6 Class A17 2
Series 1997-6 Class A18 1
Series 1997-6 Class R 1
Series 1997-6 Class PO 0
Series 1997-6 Class M 1
Series 1997-6 Class B1 2
Series 1997-6 Class B2 1
Series 1997-7 Class A1 2
Series 1997-7 Class A2 6
Series 1997-7 Class A3 5
Series 1997-7 Class A4 1
Series 1997-7 Class A5 1
Series 1997-7 Class A6 1
Series 1997-7 Class A7 1
Series 1997-7 Class A8 1
Series 1997-7 Class A9 1
Series 1997-7 Class A10 1
Series 1997-7 Class A11 2
Series 1997-7 Class A12 1
Series 1997-7 Class R 1
Series 1997-7 Class M 1
Series 1997-7 Class B1 1
Series 1997-7 Class B2 1
Series 1997-8 Class A1 1
Series 1997-8 Class A2 1
Series 1997-8 Class A3 1
Series 1997-8 Class A4 1
Series 1997-8 Class A5 1
Series 1997-8 Class A6 16
Series 1997-8 Class A7 18
Series 1997-8 Class A8 1
Series 1997-8 Class A9 1
Series 1997-8 Class A10 1
Series 1997-8 Class A11 1
Series 1997-8 Class A12 1
Series 1997-8 Class A13 3
Series 1997-8 Class A14 3
Series 1997-8 Class A15 2
Series 1997-8 Class A16 1
Series 1997-8 Class A17 3
Series 1997-8 Class A18 0
Series 1997-8 Class A19 0
Series 1997-8 Class R 1
Series 1997-8 Class RL 1
Series 1997-8 Class M 1
Series 1997-8 Class B1 1
Series 1997-8 Class B2 1
Series 1997-9 Class 1-A1 1
Series 1997-9 Class 1-A2 7
Series 1997-9 Class 1-A3 7
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1997-9 Class 1-A4 3
Series 1997-9 Class 1-A5 2
Series 1997-9 Class 1-A6 6
Series 1997-9 Class 1-A7 1
Series 1997-9 Class 1-A8 1
Series 1997-9 Class 1-A9 2
Series 1997-9 Class 1-A10 2
Series 1997-9 Class 1-A12 1
Series 1997-9 Class 1-A13 2
Series 1997-9 Class 1-A14 2
Series 1997-9 Class 1-A15 2
Series 1997-9 Class 1-A16 1
Series 1997-9 Class 1-A17 1
Series 1997-9 Class 1-M 1
Series 1997-9 Class 1-B1 1
Series 1997-9 Class 1-B2 1
Series 1997-9 Class 2-A1 7
Series 1997-9 Class 2-A2 1
Series 1997-9 Class 2-A3 2
Series 1997-9 Class 2-A4 3
Series 1997-9 Class 2-A5 2
Series 1997-9 Class 2-A6 4
Series 1997-9 Class 2-A7 3
Series 1997-9 Class 2-A8 1
Series 1997-9 Class 2-A9 3
Series 1997-9 Class 2-A10 1
Series 1997-9 Class 2-M 1
Series 1997-9 Class 2-B1 1
Series 1997-9 Class 2-B2 1
Series 1997-9 Class R 1
Series 1997-9 Class RL 1
Series 1997-10 Class A1 1
Series 1997-10 Class A2 1
Series 1997-10 Class A3 2
Series 1997-10 Class A4 1
Series 1997-10 Class A5 2
Series 1997-10 Class A6 1
Series 1997-10 Class R 1
Series 1997-10 Class M 1
Series 1997-10 Class B1 1
Series 1997-10 Class B2 2
Series 1997-11 Class A1 6
Series 1997-11 Class A2 1
Series 1997-11 Class A3 6
Series 1997-11 Class A4 1
Series 1997-11 Class A5 2
Series 1997-11 Class M 1
Series 1997-11 Class B1 1
Series 1997-11 Class B2 1
Series 1997-11 Class R 1
Series 1997-12 Class A1 3
Series 1997-12 Class A2 2
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1997-12 Class A3 2
Series 1997-12 Class A4 1
Series 1997-12 Class A5 1
Series 1997-12 Class A6 2
Series 1997-12 Class M 1
Series 1997-12 Class B1 1
Series 1997-12 Class B2 1
Series 1997-12 Class R 1
Series 1997-13 Class A1 3
Series 1997-13 Class A2 1
Series 1997-13 Class A3 12
Series 1997-13 Class R 1
Series 1997-13 Class M 1
Series 1997-13 Class B1 1
Series 1997-13 Class B2 1
Series 1997-HE1 Class A1 4
Series 1997-HE1 Class A2 3
Series 1997-HE1 Class A3 2
Series 1997-HE1 Class A4 4
Series 1997-HE1 Class A5 1
Series 1997-HE1 Class R1 1
Series 1997-HE1 Class R2 1
Series 1997-HE1 Class M 3
Series 1997-HE1 Class B1 1
Series 1997-HE1 Class B2 1
Series 1997-HE2 Class A1 3
Series 1997-HE2 Class A2 3
Series 1997-HE2 Class A3 10
Series 1997-HE2 Class A4 22
Series 1997-HE2 Class A5 4
Series 1997-HE2 Class A6 3
Series 1997-HE2 Class A7 4
Series 1997-HE2 Class R1 1
Series 1997-HE2 Class R2 1
Series 1997-HE2 Class M 1
Series 1997-HE2 Class B1 1
Series 1997-HE2 Class B2 1
Series 1997-HE3 Class A1 5
Series 1997-HE3 Class A2 1
Series 1997-HE3 Class A3 9
Series 1997-HE3 Class A4 9
Series 1997-HE3 Class A5 1
Series 1997-HE3 Class A6 4
Series 1997-HE3 Class R1 1
Series 1997-HE3 Class R2 1
Series 1997-HE3 Class M 1
Series 1997-HE3 Class B1 1
Series 1997-HE3 Class B2 1
Series 1997-HE4 Class A1 5
Series 1997-HE4 Class A2 1
Series 1997-HE4 Class A3 1
Series 1997-HE4 Class A4 1
<PAGE>
Mortgage Pool Number of Holders of Record
------------- ---------------------------
Series 1997-HE4 Class A5 12
Series 1997-HE4 Class A6 2
Series 1997-HE4 Class A7 6
Series 1997-HE4 Class R1 1
Series 1997-HE4 Class R2 1
Series 1997-HE4 Class M 2
Series 1997-HE4 Class B1 1
Series 1997-HE4 Class B2 1
Pursuant to the Exemptive Order, the Company is not required to provide any
other information under Item 5.
Item 6. Selected Financial Data
- ------- -----------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- Results of Operations
-----------------------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------- ----------------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 8. Financial Statements and Supplementary Data
- ---------- -------------------------------------------------------
See the Servicer's Annual Statements as to Compliance that are filed as Exhibits
99.1 through 99.13 under Part IV, Item 14(a) hereof; see also reports concerning
the Registrant's servicing activities, dated February 17, 1998, prepared by the
Registrant's independent certified public accountants, filed as Exhibit 99.14
(relating to the portion of the mortgage loans in the Registrant's Servicing
Portfolio, as defined below, comprised of mortgage loans other than home equity
mortgage loans, for which Registrant is primary servicer), Exhibit 99.15
(relating to the home equity loan portion of the Registrant's Servicing
Portfolio, for which Registrant is primary servicer) and Exhibit 99.16 (relating
to the portion of mortgage loans in Registrant's Servicing Portfolio, for which
Registrant is master servicer) under Part IV, Item 14(a) hereof. Insofar as a
portion of the mortgage loans covered by the report filed by the Company as
Exhibit 99.16 are also directly serviced by the Company, such mortgage loans are
also covered by the report filed as Exhibit 99.14. "Registrant's Servicing
Portfolio" includes, but is not limited to, mortgage loans in Series with
respect to which this Annual Report on Form 10-K is filed.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- Financial Disclosure
-----------------------------------------------------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
- -------- --------------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
<PAGE>
Item 11. Executive Compensation
- -------- ----------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------
(a) Set forth below is certain information with respect to each holder of
record of more than five percent (5%) of the fractional undivided interests
in a Mortgage Pool evidenced by a Class of a Series of Certificates
publicly-offered during1997, as of December 31, 1997.
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-1 Class A2 Bankers Trust Company 1 63
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 1 37
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1997-1 Class A3 The Bank of New York 1 9
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. 1 23
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Well Fargo Bank, N.A. 1 67
26610 West Agoura Road
Calabasas, CA 91305
Series 1997-1 Class A4 LBI-Lehman Government Securities Inc.1 100
200 Vesy Street
New York, NY 10285
Series 1997-1 Class A5 Chase Manhattan Bank 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-1 Class A6 SSB - Custodian 1 100
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-1 Class A7 Nomura Securities/Fixed Income 1 100
2 World Financial Center, Bldg. B
New York, NY 10281-1198
Series 1997-1 Class A8 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-1 Class A9 Fiduciary SSB 1 100
108 Myrtle Street
Newport Office Bldg.
North Quincy, MA 02171
Series 1997-1 Class A10 State Street Bank & Trust Company 1 100
Collateral Agent for FSA
2 International Place, 5th Floor
Boston, MA 02110
Series 1997-1 Class A11 TFinn & Co. 1 100
c/o Chase Manhattan Bank
P.O. Box 50000
Department 6583 - Outsourcing Services
Newark, NJ 07101
Series 1997-1 Class A12 Deseret Trust Company-Zions 1 100
P.O. Box 11558
Salt Lake City, UT 84147-0558
Series 1997-1 Class A13 LBI-Lehman Government Securities 1 100
Inc.
200 Vesy Street
New York, NY 10285
Series 1997-1 Class A14 Corestates Bank/Commonwealth of PA 1 11
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
Chase Manhattan Bank 1 62
4 New York Plaza
13th Floor
New York, NY 10004
Prudential Securities Incorporated 1 6
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
SSB - Custodian 1 18
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-1 Class A15 Morgan Stanley Trust Company 1 100
Investor Communications Services
51 Mercedes Way
Edgewood, NY 11717
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-1 Class R TFinn & Co. 1 100
c/o Chase Manhattan Bank
P.O. Box 50000
Department 6583 - Outsourcing
Services
Newark, NJ 07101
Series 1997-1 Class RL TFinn & Co. 1 100
c/o Chase Manhattan Bank
P.O. Box 50000
Department 6583 - Outsourcing
Services
Newark, NJ 07101
Series 1997-1 Class PO Chase Manhattan Bank/Broker & 1 100
Dealer Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-1 Class M The Bank of New York 1 33
925 Patterson Plank Road
Secaucus, NJ 07094
First National Bank of Omaha 1 44
One First National Center
Omaha, NE 68102
National City Bank 1 22
1900 East 9th Street
Cleveland, OH 44114
Series 1997-1 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-1 Class B2 Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-2 Class 1-A1 The Bank of New York 1 47
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 6
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Boston Safe Deposit & Trust Co. 1 9
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
SSB - Custodian 1 11
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-2 Class 1-A2 The Bank of New York 1 49
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. 1 5
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
KeyBank National Association 1 5
4900 Tiedeman Road
Brooklyn, OH 44144
Nationsbanc Montgomery Securities LLC 1 10
200 North College Street
Charlotte, NC 28255
Northern Trust Company 1 12
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-2 Class 1-A3 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1997-2 Class 1-A4 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-2 Class 1-A5 Morgan Stanley & Co., Incorporated 1 100
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-2 Class 1-A6 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-2 Class 1-A10 LBI-Lehman Government Securities 1 100
Inc.
200 Vesy Street
New York, NY 10285
Series 1997-2 Class 1-A11 Chase Manhattan Bank/Salomon 1 100
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-2 Class 1-A12 Deseret Trust Company-Zions 1 100
P.O. Box 11558
Salt Lake City, UT 84147-0558
Series 1997-2 Class 1-A13 A.G. Edwards & Sons, Inc. 1 100
1 North Jefferson
St. Louis, MO 63103
Series 1997-2 Class 1-A14 A.G. Edwards & Sons, Inc. 1 86
1 North Jefferson
St. Louis, MO 63103
Merrill, Lynch, Pierce, Fenner 1 14
& Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Series 1997-2 Class 1-A16 Chase Manhattan Bank/Chemical 1 48
4 New York Plaza
13th Floor
New York, NY 10004
Morgan Stanley & Co., Incorporated 1 33
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Morgan Stanley Trust Company 1 17
Investor Communications Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-2 Class 1-A17 Morgan Stanley & Co., Incorporated 1 100
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-2 Class 1-PO Norwest Bank Minnesota, N.A. 1 100
733 Marquette Avenue
Minneapolis, MN 55479
Series 1997-2 Class 1-M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-2 Class 1-B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-2 Class 1-B2 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-2 Class R Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyeene, WY 22001
Series 1997-2 Class RL Ailesbury Finance LLC 1 100
1912 Capitol Avenue, Suite 406
Cheyeene, WY 22001
Series 1997-2 Class 2-A1 Norwest Bank Minnesota, N.A. 1 100
733 Marquette Avenue
Minneapolis, MN 55479
Series 1997-2 Class 2-A2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-2 Class 2-A3 LBI-Lehman Government Securities Inc. 1 100
200 Vesy Street
New York, NY 10285
Series 1997-2 Class 2-A4 SSB - Custodian 1 100
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-2 Class 2-A5 CIBC Oppenheimer Corp./WG 1 100
1 Battery Park Plaza
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-2 Class 2-A6 CIBC Oppenheimer Corp./WG 1 100
1 Battery Park Plaza
New York, NY 10004
Series 1997-2 Class 2-A7 Boston Safe Deposit & Trust Co. 1 7
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank/Chemical 1 32
4 New York Plaza
13th Floor
New York, NY 10004
SSB - Custodian 1 46
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Wachovia Bank, N.A. 1 11
100 N. Main Street, NC 37121
Winston-Salem, NC 27150
Series 1997-2 Class 2-PO Wells Fargo Bank, N.A. 1 100
26610 West Agoura Road
Calabasas, CA 91307
Series 1997-2 Class 2-M Deutsche Morgan Grenfell Inc. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-2 Class 2-B1 Deutsche Morgan Grenfell Inc. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-2 Class 2-B2 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-3 Class A1 Chase Manhattan Bank 1 100
4 New York Plaza
13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-3 Class A2 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-3 Class A3 Compass Bank - ALFA 1 100
15 South 20th Street, 7th Floor
Birmingham, AL 35233
Series 1997-3 Class A4 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Brown Brothers Harriman & Co. 1 6
63 Wall Street, 8th Floor
New York, NY 10005
Corestates Bank, N.A. 1 34
P.O. Box 7618 F.C. #1-9-1-21
Philadelphia, PA 19106-7618
SSB - Custodian 1 11
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
UMB Bank, N.A. 1 11
P.O. Bank 419260
Kansas City, MO 64141-6260
Series 1997-3 Class A5 Zions-EPA 1 100
c/o Deseret Trust Company
P.O. Box 11558
Salt Lake City, UT 84147-0558
Series 1997-3 Class A6 LBI-Lehman Government Securities Inc. 1 100
200 Vesy Street
New York, NY 10285
Series 1997-3 Class A7 Chase Manhattan Bank 1 76
4 New York Plaza
13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Merrill, Lynch, Pierce, Fenner 1 24
& Smith, Inc. - Debt. Sec.
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Series 1997-3 Class A8 A.G. Edwards & Sons, Inc. 1 98
1 North Jefferson
St. Louis, MO 63103
Series 1997-3 Class A9 The Bank of New York 1 6
925 Patterson Plank Road
Secaucus, NJ 07094
Comerica Bank 1 47
Cap. Chg./Proxy 7CBB/MC 3530
Detroit, MI 48275-3530
A.G. Edwards & Sons, Inc. 1 14
1 North Jefferson
St. Louis, MO 63103
Smith Barney Inc. 1 32
333 W. 34th Street
New York, NY 10001
Series 1997-3 Class A10 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-3 Class A11 A.G. Edwards & Sons, Inc. 1 13
1 North Jefferson
St. Louis, MO 63103
Smith Barney Inc. 1 85
333 W. 34th Street
New York, NY 10001
Series 1997-3 Class A12 BankBoston, N.A. 1 5
150 Royal Street
Canton, MA 02021
A.G. Edwards & Sons, Inc. 1 94
1 North Jefferson
St. Louis, MO 63103
Series 1997-3 Class A13 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-3 Class A14 Goldman, Sachs & Co. 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-3 Class A15 The Bank of New York 1 13
925 Patterson Plank Road
Secaucus, NJ 07094
Comerica Bank 1 82
Cap. Chg./Proxy 7CBB/MC 3530
Detroit, MI 48275-3530
Series 1997-3 Class R Bankers Trust Company, London Branch 1 100
1 Apoold Street, Broadgate
London, England EC2A2HE
Series 1997-3 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-3 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-3 Class B2 Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-4 Class A1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-4 Class A2 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-4 Class A3 Bear, Stearns Securities Corp. 1 100
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Series 1997-4 Class A4 Credit Suisse First Boston 1 32
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood,NY 11717
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Fiduciary SSB 1 34
108 Myrtle Street
Newport Office Building
North Quincy, MA 02171
PWI CMO Account 1 34
1000 Harbor Blvd., 8th Floor
Weehawken, NJ 07087
Series 1997-4 Class A5 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-4 Class A6 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-4 Class A7 Chase Manhattan Bank, Trust 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-4 Class A8 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-4 Class A9 Boston Safe Deposit & Trust Co. 1 10
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Norwest Investment Services, Inc. 1 90
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-4 Class A10 The Bank of New York 1 32
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 39
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Boston Safe Deposit & Trust Co. 1 6
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
A.G. Edwards & Sons, Inc. 1 23
1 North Jefferson
St. Louis, MO 63103
Series 1997-4 Class A11 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1997-4 Class A12 LBI-Lehman Government Securities Inc. 1 100
200 Vesy Street
New York, NY 10285
Series 1997-4 Class R CMI Investors II, Limited Partnership 1 100
2 Lincoln Center
5420 LBJ Freeway, Suite 515
Dallas, TX 75240
Series 1997-4 Class PO Norwest Bank Minnesota, N.A. 1 100
733 Marquette Avenue
Minneapolis, MN 55479
Series 1997-4 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-4 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-4 Class B2 Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-5 Class A1 Bankers Trust Company 1 16
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Citibank, N.A. 1 26
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Credit Suisse First Boston 1 58
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-5 Class A2 Bankers Trust Company 1 39
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 1 6
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 10
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank/Broker & Dealer 1 5
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Chase Manhattan Bank/Salomon 1 9
4 New York Plaza
21st Floor
New York, NY 10004
Northern Trust Company 1 16
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-5 Class A3 Merrill, Lynch, Pierce, Fenner 1 32
& Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Smith Barney Inc. 1 66
333 W. 34th Street
New York, NY 10001
Series 1997-5 Class A4 A.G. Edwards & Sons, Inc. 1 100
1 North Jefferson
St. Louis, MO 63103
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-5 Class A5 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-5 Class A6 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-5 Class R Adams, Viner & Mosler, Ltd. 1 100
Suite 600, 250 South Australian Avenue
West Palm Beach, FL 33401
Series 1997-5 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-5 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-5 Class B2 Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-6 Class A1 The Bank of New York 1 9
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. 1 9
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 1 45
4 New York Plaza
13th Floor
New York, NY 10004
Fiduciary SSB 1 36
108 Myrtle Street
Newport Office Building
North Quincy, MA 02171
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-6 Class A2 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. 1 37
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Smith Barney Inc. 1 45
333 W. 34th Street
New York, NY 10001
M&I Marshall & Ilsley Bank 1 13
1000 North Water Street
Milwaukee, WI 53202
Series 1997-6 Class A3 Smith Barney Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1997-6 Class A4 Chase Manhattan Bank 1 18
4 New York Plaza
13th Floor
New York, NY 10004
Morgan Stanley & Co., Incorporated 1 53
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Northern Trust Company 1 27
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-6 Class A5 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1997-6 Class A6 Citibank, N.A. 1 50
P.O. Box 30576
Tampa, FL 33630-3576
Fleet Bank of Massachusetts, N.A. 1 25
Fleet Services Corp.
2nd Floor NYROTO2B
Rochester, NY 14638
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Northern Trust Company 1 25
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-6 Class A7 The Bank of New York 1 8
925 Patterson Plank Road
Secaucus, NJ 07094
Smith Barney Inc. 1 92
333 W. 34th Street
New York, NY 10001
Series 1997-6 Class A8 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-6 Class A9 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-6 Class A10 UMB Bank, N.A. 1 100
P.O. Box 419260
Kansas City, MO 44141-6260
Series 1997-6 Class A12 PaineWebber Incorporated 1 100
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1997-6 Class A13 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1997-6 Class A14 PaineWebber Incorporated 1 100
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1997-6 Class A15 The Bank of New York 1 77
925 Patterson Plank Road
Secaucus, NJ 07094
Nationsbank of Texas, N.A. 1 11
Trust Operations, 16th Floor
1401 Elm Street
Dallas, TX 75202
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-6 Class A16 Bankers Trust Company 1 88
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Morgan Stanley & Co., Incorporated 1 12
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1997-6 Class A17 BankBoston, N.A. 1 5
150 Royal Street
Canton, MA 02021
Morgan Stanley & Co., Incorporated 1 95
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1997-6 Class A18 M&I Marshall & Ilsley Bank 1 100
1000 North Water Street
P.O. Box 2977
Milwaukee, WI 53202
Series 1997-6 Class R Bankers Trust Company, London Branch 1 100
1 Apoold Street, Broadgate
London, England EC2A2HE
Series 1997-6 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-6 Class B1 Bankers Trust Company 1 62
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Northern Trust Company 1 38
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-6 Class B2 Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-7 Class A1 Bear, Stearns Securities Corp. 1 63
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Custodial Trust Company 1 37
101 Carnegie Center
Princeton, NJ 08540
Series 1997-7 Class A2 The Bank of New York 1 56
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 14
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank of America Personal Trust 1 11
Proxy Unit #38432
555 S. Flower Street, Level C
Los Angeles, CA 90071
Union Bank of California, N.A. 1 15
Safekeeping Department
475 Sansome Street, 11th Floor
San Francisco, CA 94145
Series 1997-7 Class A3 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 60
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Chemical 1 22
4 New York Plaza
13th Floor
New York, NY 10004
Northern Trust Company 1 6
801 S. Canal C-IN
Chicago, IL 60607
UMB Bank, N.A. 1 7
P.O. Box 419260
Kansas City, MO 44141-6260
Series 1997-7 Class A4 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-7 Class A5 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-7 Class A6 Credit Suisse First Boston 1 100
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-7 Class A7 Corestates Bank, N.A. 1 100
P.O. Box 7618 F.C. #1-9-1-21
Philadelphia, PA 19106-7618
Series 1997-7 Class A8 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-7 Class A9 Prudential Securities Incorporated 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-7 Class A10 Chase Manhattan Bank 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-7 Class A11 Bankers Trust Company 1 50
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Chemical 1 50
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-7 Class A12 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-7 Class R Credit Suisse First Boston 1 100
Corporation
5 World Trade Center
New York, NY 10048
Series 1997-7 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-7 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-7 Class B2 Northern Trust Company 1 100
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-8 Class A1 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1997-8 Class A2 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1997-8 Class A3 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-8 Class A4 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-8 Class A5 Chase Manhattan Bank 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-8 Class A6 The Bank of New York 1 13
925 Patterson Plank Road
Secaucus, NJ 07094
Compass Bank - ALFA 1 24
15 South 20th Street, 7th Floor
Birmingham, AL 35233
National City Bank 1 6
1900 East 9th Street
Cleveland, OH 44114
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
United States National Bank of Oregon 1 27
555 SW Oak PL-6
Portland, OR 97204
Northern Trust Company 1 9
801 S. Canal C-IN
Chicago, IL 60607
Union Bank of California, N.A. 1 6
Safekeeping Department
475 Sansome Street, 11th Floor
San Francisco, CA 94145
Wells Fargo Bank, N.A. 1 6
26610 West Agoura Road
Calabasas, CA 91307
Series 1997-8 Class A7 The Bank of New York 1 11
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 7
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bear, Stearns Securities Corp. 1 9
One Metrotech Center North
4th Floor
Brooklyn, NY 11201-3862
Custodial Trust Company 1 10
101 Carnegie Center
Princeton, NJ 08540
United States National Bank of Oregon 1 25
555 SW Oak PL-6
Portland, OR 97204
PWI CMO Account 1 30
1000 Harbor Blvd., 8th Floor
Weehawken, NJ 07087
Series 1997-8 Class A8 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-8 Class A9 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-8 Class A10 Chase Manhattan Bank/Broker & Dealer 1 100
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-8 Class A11 LBI-Lehman Government Securities Inc. 1 100
200 Vesy Street
New York, NY 10285
Series 1997-8 Class A12 Chase Manhattan Bank/Broker & Dealer 1 100
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-8 Class A13 The Bank of New York 1 17
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank 1 13
4 New York Plaza
13th Floor
New York, NY 10004
SSB - Custodian 1 70
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-8 Class A14 Bankers Trust Company 1 71
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Mellon Bank/Safekeeping 1 11
27777 Inkster Road
Farmington Hill, MI 48333
Morgan Stanley & Co., Incorporated 1 18
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1997-8 Class A15 Chase Manhattan Bank/Broker & Dealer 1 41
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Custodial Trust Company 1 59
101 Carnegie Center
Princeton, NJ 08540
Series 1997-8 Class A16 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-8 Class A17 Edward D. Jones & Co. 1 100
201 Progress Parkway
Maryland Heights, MD 63043-3042
Series 1997-8 Class R Greenwich Capital Markets, Inc. 1 100
600 Steamboat Road
Greenwich, CT 06830
Series 1997-8 Class RL Greenwich Capital Markets, Inc. 1 100
600 Steamboat Road
Greenwich, CT 06830
Series 1997-8 Class M The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-8 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-8 Class B2 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-9 Class 1-A1 SSB - Custodian 1 100
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-9 Class 1-A2 Boston Safe Deposit & Trust Co. 1 6
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank, Trust 1 12
4 New York Plaza
13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Fiduciary SSB 1 6
108 Myrtle Street
Newport Office Bldg.
North Quincy, MA 02171
Investors Bank & Trust/M.F. Custody 1 30
200 Clarendon Street
15th Floor, Hancock Tower
Boston, MA 02116
SSB - Custodian 1 39
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-9 Class 1-A3 The Bank of New York 1 27
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 20
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 1 28
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
National City Bank 1 10
1900 East 9th Street
Cleveland, OH 44114
Norwest Bank Minnesota, N.A. 1 10
733 Marquette Avenue
Minneapolis, MN 55479
Series 1997-9 Class 1-A4 Bankers Trust Company 1 13
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Comerica Bank 1 30
Cap. Chg./Proxy 7CBB/MC 3530
Detroit, MI 48275-3530
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Northern Trust Company 1 57
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-9 Class 1-A5 The Bank of New York 1 62
925 Patterson Plank Road
Secaucus, NJ 07094
Merrill, Lynch, Pierce, Fenner & 1 38
Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Series 1997-9 Class 1-A6 Bankers Trust Company 1 13
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 59
4 New York Plaza
13th Floor
New York, NY 10004
Merrill, Lynch, Pierce, Fenner 1 13
& Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Norwest Investment Services, Inc. 1 5
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Zions-EPA 1 8
c/o Deseret Trust Company
P.O. Box 11558
Salt Lake City, UT 84147-0558
Series 1997-9 Class 1-A7 Morgan Stanley Trust Company 1 100
Investor Communications Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-9 Class 1-A8 Chase Manhattan Bank 1 100
4 New York Plaza
13th Floor
New York, NY 10004
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-9 Class 1-A9 Bankers Trust Company 1 14
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
LBI-Lehman Government Securities Inc. 1 86
200 Vesy Street
New York, NY 10285
Series 1997-9 Class 1-A10 Bankers Trust Company 1 79
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
SSB - Custodian 1 21
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-9 Class 1-A12 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1997-9 Class 1-A13 The Bank of New York 1 55
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 45
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-9 Class 1-A14 The Bank of New York 1 12
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank/Broker & Dealer 1 88
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-9 Class 1-A15 The Bank of New York 1 45
925 Patterson Plank Road
Secaucus, NJ 07094
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
PWI CMO Account 1 55
1000 Harbor Blvd., 8th Floor
Weehawken, NJ 07087
Series 1997-9 Class 1-A16 Chase Manhattan Bank/Broker & Dealer 1 100
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-9 Class 1-A17 Chase Manhattan Bank/Broker & Dealer 1 100
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-9 Class 1-M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-9 Class 1-B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-9 Class 1-B2 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-9 Class 2-A1 The Bank of New York 1 6
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit & Trust Co. 1 31
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Northern Trust Company 1 32
801 S. Canal C-IN
Chicago, IL 60607
SSB - Custodian 1 23
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-9 Class 2-A2 Chase Manhattan Bank/Broker & Dealer 1 100
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-9 Class 2-A3 Bankers Trust Company 1 43
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Broker & Dealer 1 57
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-9 Class 2-A4 Smith Barney Inc. 1 99
333 W. 34th Street
New York, NY 10001
Series 1997-9 Class 2-A5 Smith Barney Inc. 1 100
333 W. 34th Street
New York, NY 10001
Series 1997-9 Class 2-A6 The Bank of New York 1 26
925 Patterson Plank Road
Secaucus, NJ 07094
Mercantile Bank of St. Louis, N.A. 1 5
P.O. Box 387
St. Louis, MO 63166-0387
Smith Barney Inc. 1 69
333 W. 34th Street
New York, NY 10001
Series 1997-9 Class 2-A7 The Bank of New York 1 23
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 18
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Credit Suisse First Boston 1 59
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-9 Class 2-A8 Chase Manhattan Bank/Broker & Dealer 1 100
Clearance Department
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-9 Class 2-A9 Chase Manhattan Bank/Broker & Dealer 1 55
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Smith Barney Inc. 1 44
333 W. 34th Street
New York, NY 10001
Series 1997-9 Class 2-A10 Chase Manhattan Bank/Broker & Dealer 1 100
Clearance Department
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-9 Class 2-M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-9 Class 2-B1 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-9 Class 2-B2 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-9 Class R PaineWebber Incorporated 1 100
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1997-9 Class RL PaineWebber Incorporated 1 100
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1997-10 Class A1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-10 Class A2 Chase Manhattan Bank 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-10 Class A3 The Bank of New York 1 66
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 34
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-10 Class A4 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1997-10 Class A5 The Bank of New York 1 10
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank/Salomon 1 90
4 New York Plaza
21st Floor
New York, NY 10004
Series 1997-10 Class A6 Investors Bank & Trust/M.F. Custody 1 100
200 Clarendon Street
15th Floor, Hancock Tower
Boston, MA 02116
Series 1997-10 Class R Salomon Brothers, Inc. 1 100
8800 Hidden River Parkway
Tampa, FL 33637
Series 1997-10 Class M Chase Manhattan Bank 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-10 Class B1 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-10 Class B2 Chase Manhattan Bank 1 68
4 New York Plaza
13th Floor
New York, NY 10004
SSB - Custodian 1 32
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-11 Class A1 Bankers Trust Company 1 57
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 17
4 New York Plaza
13th Floor
New York, NY 10004
Compass Bank 1 17
701 South 20th Street 11th Floor
Birmingham, AL 35233
Series 1997-11 Class A2 Morgan Stanley & Co., Incorporated 1 100
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1997-11 Class A3 The Bank of New York 1 5
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 5
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Morgan Stanley & Co., Incorporated 1 21
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Smith Barney Inc. 1 15
333 W. 34th Street
New York, NY 10001
Dean Witter Reynolds, Inc. 1 53
5690 West Cypress Street
Tampa, FL 33607
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-11 Class A4 Morgan Stanley & Co., Incorporated 1 100
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1997-11 Class A5 Bankers Trust Company 1 50
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Morgan Stanley & Co., Incorporated 1 50
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1997-11 Class M Chase Manhattan Bank 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-11 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-11 Class B2 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-11 Class R Morgan Stanley & Co. 1 100
One Pierrpont Plaza
Brooklyn, NY 11201
Series 1997-12 Class A1 Bankers Trust Company 1 77
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Chemical 1 19
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-12 Class A2 The Bank of New York 1 55
925 Patterson Plank Road
Secaucus, NJ 07094
Nationsbanc Montgomery Securities LLC 1 45
200 North College Street
Charlotte, NC 28255
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-12 Class A3 The Bank of New York 1 94
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank/Chemical 1 6
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-12 Class A4 Nationsbanc Montgomery Securities LLC 1 100
200 North College Street
Charlotte, NC 28255
Series 1997-12 Class A5 Nationsbanc Montgomery Securities LLC 1 100
200 North College Street
Charlotte, NC 28255
Series 1997-12 Class A6 Chase Manhattan Bank 1 47
4 New York Plaza
13th Floor
New York, NY 10004
Nationsbanc Montgomery Securities LLC 1 53
200 North College Street
Charlotte, NC 28255
Series 1997-12 Class M Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-12 Class B1 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-12 Class B2 Bankers Trust Company 1 100
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-12 Class R First Union 1 100
301 S. College Street
1 First Union Center, DC4
Charlotte, NC 28288-0601
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-13 Class A1 Boston Safe Deposit & Trust Co. 1 11
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Compass Bank 1 18
701 South 20th Street - 11th Floor
Birmingham, AL 35233
Credit Suisse First Boston 1 71
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-13 Class A2 Credit Suisse First Boston 1 100
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-13 Class A3 Bankers Trust Company 1 26
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Bank of America Personal Trust 1 10
Proxy Unit #38432
555 S. Flower Street, Level C
Los Angeles, CA 90071
Northern Trust Company 1 23
801 S. Canal C-IN
Chicago, IL 60607
SSB - Custodian 1 27
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-13 Class R Credit Suisse First Boston 1 100
Corporation
5 World Trade Center
New York, NY 10048
Series 1997-13 Class M Credit Suisse First Boston 1 100
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-13 Class B1 Credit Suisse First Boston 1 100
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-13 Class B2 Credit Suisse First Boston 1 100
Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-HE1 Class A1 LBI-Lehman Government Securities Inc. 1 71
200 Vesy Street
New York, NY 10285
Smith Barney Inc. 1 26
333 W. 34th Street
New York, NY 10001
Series 1997-HE1 Class A2 Chase Manhattan Bank 1 28
4 New York Plaza
13th Floor
New York, NY 10004
Marine/Treasury Investments 1 45
140 Broadway - Level A
New York, NY 10015
Fifth Third Bank 1 27
38 Fountain Square Plaza
Cincinnati, OH 45263
Series 1997-HE1 Class A3 Bankers Trust Company 1 83
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 17
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-HE1 Class A4 Bankers Trust Company 1 15
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Boston Safe Deposit & Trust Co. 1 71
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
PNC Bank, National Association 1 11
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
Series 1997-HE1 Class A5 The Bank of New York 1 100
925 Patterson Plank Road
Secaucus, NJ 07094
Series 1997-HE1 Class R1 PaineWebber Incorporated 1 100
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1997-HE1 Class R2 PaineWebber Incorporated 1 100
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1997-HE1 Class M Commerce Bank of Kansas City, N.A. 1 45
Investment Management Group
922 Walnut Street
Kansas City, MO 64106
Salomon Brothers Inc. 1 9
8800 Hidden River Parkway
Tampa, FL 33637
SSB - Custodian 1 46
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE1 Class B1 SSB - Custodian 1 100
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE1 Class B2 Boston Safe Deposit & Trust Co. 1 100
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-HE2 Class A1 Chase Manhattan Bank 1 48
4 New York Plaza
13th Floor
New York, NY 10004
Chase Manhattan Bank/Chemical 1 50
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-HE2 Class A2 The Bank of New York 1 12
925 Patterson Plank Road
Secaucus, NJ 07094
The Bank of New York/Barclays 1 62
De Zoete Webb Securities
One Wall Street, 4th Floor
New York, NY 10286
Chase Manhattan Bank 1 26
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-HE2 Class A3 Bankers Trust Company 1 22
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank/Chemical 1 18
4 New York Plaza
13th Floor
New York, NY 10004
Merrill, Lynch, Pierce, Fenner & 1 7
Smith Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Norwest Bank Minnesota, N.A. 1 11
733 Marquette Avenue
Minneapolis, MN 55479
SSB - Custodian 1 8
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
UMB Bank, N.A. 1 27
P.O. Box 419260
Kansas City, MO 44141-6260
Series 1997-HE2 Class A4 The Bank of New York 1 9
925 Patterson Plank Road
Secaucus, NJ 07094
Bank of America Personal Trust 1 5
Proxy Unit #38432
555 S. Flower Street, Level C
Los Angeles, CA 90071
Chase Manhattan Bank 1 5
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. 1 10
P.O. Box 30576
Tampa, FL 33630-3576
Comerica Bank 1 43
Cap. Chg./Proxy 7CBB/MC 3530
Detroit, MI 48275-3530
Series 1997-HE2 Class A5 Bankers Trust Company 1 50
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank 1 36
4 New York Plaza
13th Floor
New York, NY 10004
Mercantile Bank of St. Louis, 1 7
N.A. - Bond
P.O. Box 349
St. Louis, MO 63166
SSB - Custodian 1 7
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE2 Class A6 Citibank, N.A. 1 98
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-HE2 Class A7 Bankers Trust Company 1 20
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Firstar Trust Company 1 11
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Norwest Bank Minnesota, N.A. 1 47
733 Marquette Avenue
Minneapolis, MN 55479
SSB - Custodian 1 22
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE2 Class R1 PaineWebber Incorporated 1 100
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1997-HE2 Class R2 PaineWebber Incorporated 1 100
1000 Harbor Boulevard
Weehawken, NJ 07087
Series 1997-HE2 Class M Firstar Trust Company 1 100
777 E. Wisconsin Avenue
Milwaukee, WI 53202
Series 1997-HE2 Class B1 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1997-HE2 Class B2 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1997-HE3 Class A1 The Bank of New York 1 32
925 Patterson Plank Road
Secaucus, NJ 07094
Investors Bank & Trust/M.F. Custody 1 13
200 Clarendon Street
15th Floor, Hancock Tower
Boston, MA 02116
Northern Trust Company 1 6
801 S. Canal C-IN
Chicago, IL 60607
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
SSB - Custodian 1 44
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE3 Class A2 Chase Manhattan Bank/Chemical 1 100
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-HE3 Class A3 The Bank of New York 1 47
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company 1 9
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 1 5
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 1 13
P.O. Box 30576
Tampa, FL 33630-3576
SSB - Custodian 1 11
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Union Bank of California, N.A. 1 10
Safekeeping Department
475 Sansome Street, 11th Floor
San Francisco, CA 94145
Series 1997-HE3 Class A4 Chase Manhattan Bank/Chemical 1 87
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-HE3 Class A5 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-HE3 Class A6 The Bank of New York 1 21
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank/Chemical 1 38
4 New York Plaza
13th Floor
New York, NY 10004
SSB - Custodian 1 38
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE3 Class R1 Ailesbury Finance LLC 1 100
250 Australian Avenue South, Suite 600
West Palm Beach, FL 33401
Series 1997-HE3 Class R2 Ailesbury Finance LLC 1 100
250 Australian Avenue South, Suite 600
West Palm Beach, FL 33401
Series 1997-HE3 Class M Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1997-HE3 Class B1 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1997-HE3 Class B2 Citibank, N.A. 1 100
P.O. Box 30576
Tampa, FL 33630-3576
Series 1997-HE4 Class A1 Bankers Trust Company 1 12
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit & Trust Co. 1 8
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Citibank, N.A. 1 5
P.O. Box 30576
Tampa, FL 33630-3576
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Northern Trust Company 1 59
801 S. Canal C-IN
Chicago, IL 60607
SSB - Custodian 1 16
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE4 Class A2 PNC Bank, N.A./Pittsburgh 1 100
One PNC Plaza, 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707
Series 1997-HE4 Class A3 PNC Bank, N.A./Pittsburgh 1 100
One PNC Plaza, 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707
Series 1997-HE4 Class A4 PNC Bank, N.A./Pittsburgh 1 100
One PNC Plaza, 9th Floor
249 5th Avenue
Pittsburgh, PA 15222-7707
Series 1997-HE4 Class A5 The Bank of New York 1 37
925 Patterson Plank Road
Secaucus, NJ 07094
Bank of America Personal Trust 1 12
Proxy Unit #38432
555 S. Flower Street, Level C
Los Angeles, CA 90071
Chase Manhattan Bank 1 22
4 New York Plaza
13th Floor
New York, NY 10004
Citibank, N.A. 1 15
P.O. Box 30576
Tampa, FL 33630-3576
Series 1997-HE4 Class A6 Bank One Trust Company, N.A. 1 21
235 W. Schrock Road
Brooksedge Village
Westerville, OH 43081
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Prudential Securities Incorporated 1 79
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-HE4 Class A7 Bankers Trust Company 1 27
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Morgan Stanley Trust Company 1 20
Investor Communications Services
51 Mercedes Way
Edgewood, NY 11717
Northern Trust Company 1 26
801 S. Canal C-IN
Chicago, IL 60607
SSB - Custodian 1 25
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE4 Class R1 Prudential Securities Incorporated 1 100
100 Gold Street
New York, NY 10292
Series 1997-HE4 Class R2 Prudential Securities Incorporated 1 100
100 Gold Street
New York, NY 10292
Series 1997-HE4 Class M Commerce Bank of Kansas City, N.A. 1 46
Investment Management Group
922 Walnut Street
Kansas City, MO 64106
SSB - Custodian 1 54
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-HE4 Class B1 Prudential Securities Incorporated 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
<PAGE>
Number of Percent of
Name and Address Certificates Certificates
Series of Holder Held Held
------ --------- ---- ----
Series 1997-HE4 Class B2 Prudential Securities Incorporated 1 100
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
(b) Pursuant to the Exemptive Order, the Company is not required to provide
this information.
(c) Pursuant to the Exemptive Order, the Company is not required to provide
this information.
Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------
Pursuant to the Exemptive Order, the Company is not required to provide this
information.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------- ---------------------------------------------------------------
(a) 99.1 Servicer's Annual Statement as to Compliance for the Series 1997-1
Certificates dated March 25, 1998.
99.2 Servicer's Annual Statement as to Compliance for the Series 1997-2
Certificates dated March 25, 1998.
99.3 Servicer's Annual Statement as to Compliance for the Series 1997-3
Certificates dated March 25, 1998.
99.4 Servicer's Annual Statement as to Compliance for the Series 1997-4
Certificates dated March 25, 1998.
99.5 Servicer's Annual Statement as to Compliance for the Series 1997-5
Certificates dated March 25, 1998.
99.6 Servicer's Annual Statement as to Compliance for the Series 1997-6
Certificates dated March 25, 1998.
99.7 Servicer's Annual Statement as to Compliance for the Series 1997-7
Certificates dated March 25, 1998.
99.8 Servicer's Annual Statement as to Compliance for the Series 1997-8
Certificates dated March 25, 1998.
99.9 Servicer's Annual Statement as to Compliance for the Series 1997-9
Certificates dated March 25, 1998.
99.10Servicer's Annual Statement as to Compliance for the Series 1997-10
Certificates dated March 25, 1998.
99.11Servicer's Annual Statement as to Compliance for the Series 1997-HE1
Certificates dated March 25, 1998.
99.12Servicer's Annual Statement as to Compliance for the Series 1997-HE2
Certificates dated March 25, 1998.
99.13Servicer's Annual Statement as to Compliance for the Series 1997-HE3
Certificates dated March 25, 1998.
99.14Report dated February 17, 1998 prepared by the Servicer's independent
certified public accountants, concerning the Servicer's activities for
the period ended December 31, 1997 (relating to the portion of
mortgage loans in Registrant's Servicing Portfolio, as defined in Item
8, other than home equity mortgage loans, for which Registrant is
primary servicer).
<PAGE>
99.15Report dated February 17, 1998 prepared by the Servicer's independent
certified public accountants, concerning the Servicer's activities for
the period ended December 31, 1997 (relating to the portion of
mortgage loans in Registrant's Servicing Portfolio, as defined in Item
8, which are home equity mortgage loans, for which Registrant is
primary servicer).
99.16Report dated February 17, 1998 prepared by the Servicer's independent
certified public accountants, concerning the Servicer's activities for
the period ended December 31, 1997 (relating to the portion of
mortgage loans in RegistrantOs Servicing Portfolio, as defined in Item
8, for which Registrant is master servicer).
(b) Pursuant to the Exemptive Order, the Company is not required to provide
this information.
(c) Pursuant to the Exemptive Order, the Company is not required to provide
this information.
(d) Pursuant to the Exemptive Order, the Company is not required to provide
this information.
Supplemental Information to be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act
- --------------------------------------------------------------------------------
No annual report to security holders covering the Registrant's last fiscal year
or proxy statement, form of proxy or other proxy solicitation material has been
sent to holders of Certificates.
<PAGE>
SIGNATURES
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, on the 27th day of March,
1998.
GE CAPITAL MORTGAGE SERVICES, INC.
By: /s/ Walter P. Buczynski
-------------------------------------------
Walter P. Buczynski
Senior Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been executed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jenne K. Britell Director March 27, 1998
- -----------------------------
Jenne K. Britell
/s/ Thomas H. Mann Director (Principal March 27, 1998
- ----------------------------- Executive Officer)
Thomas H. Mann
/s/ Glen Messina Director (Principal March 27, 1998
- ----------------------------- Financial and Accounting
Glen Messina Officer)
/s/ Gerhard A. Miller Director March 27, 1998
- -----------------------------
Gerhard A. Miller
/s/ JoAnn B. Rabitz Director March 27, 1998
- -----------------------------
JoAnn B. Rabitz
/s/ Theodore F. Weiland Director March 27, 1998
- -----------------------------
Theodore F. Weiland
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 Servicer's Annual Statement as to Compliance for the 59
Series 1997-1 Certificates dated March 25, 1998.
99.2 Servicer's Annual Statement as to Compliance for the 61
Series 1997-2 Certificates dated March 25, 1998.
99.3 Servicer's Annual Statement as to Compliance for the 63
Series 1997-3 Certificates dated March 25, 1998.
99.4 Servicer's Annual Statement as to Compliance for the 65
Series1997-4 Certificates dated March 25, 1998.
99.5 Servicer's Annual Statement as to Compliance for the 67
Series 1997-5 Certificates dated March 25, 1998.
99.6 Servicer's Annual Statement as to Compliance for the 69
Series 1997-6 Certificates dated March 25, 1998.
99.7 Servicer's Annual Statement as to Compliance for the 71
Series 1997-7 Certificates dated March 25, 1998.
99.8 Servicer's Annual Statement as to Compliance for the 73
Series 1997-8 Certificates dated March 25, 1998.
99.9 Servicer's Annual Statement as to Compliance for the 75
Series 1997-9 Certificates dated March 25, 1998.
99.10 Servicer's Annual Statement as to Compliance for the 77
Series 1997-10 Certificates dated March 25, 1998.
99.11 Servicer's Annual Statement as to Compliance for the 79
Series 1997-HE1 Certificates dated March 25, 1998.
99.12 Servicer's Annual Statement as to Compliance for the 81
Series1997-HE2 Certificates dated March 25, 1998.
99.13 Servicer's Annual Statement as to Compliance for the 83
Series 1997-HE3 Certificates dated March 25, 1998.
99.14 Report dated February 17, 1998 prepared by the Servicer's 85
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31,
1997 (relating to the portion of mortgage loans in
Registrant's Servicing Portfolio, as defined in Item 8,
other than home equity mortgage loans, for which Registrant
is primary servicer).
99.15 Report dated February 17, 1998 prepared by the Servicer's 87
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31,
1997 (relating to the Registrant's Servicing Portfolio,
as defined in Item 8, which are home equity mortgage loans,
for which Registrant is primary servicer).
99.16 Report dated February 17, 1998 prepared by the Servicer's 89
independent certified public accountants, concerning the
Servicer's activities for the period ended December 31,
1997 (relating to the portion of mortgage loans in
Registrant's Servicing Portfolio, as defined in Item 8,
for which Registrant is master servicer).
Exhibit 99.1
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-1
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-1 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.2
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-2
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-2 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.3
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-3
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-3 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.4
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-4
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-4 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.5
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-5
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-5 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.6
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-6
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-6 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.7
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-7
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-7 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.8
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-8
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-8 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.9
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-9
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-9 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.10
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-10
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-10 REMIC Multi-Class Mortgage Pass-Through Certificates (the "Agreement")
entered into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and
State Street Bank and Trust Company, as Trustee, which Agreement requires an
annual statement of compliance to be made to the Trustee by an officer of the
Servicer, hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.11
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-HE1
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-HE1 Home Equity Loan Pass-Through Certificates (the "Agreement") entered
into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and The
First National Bank of Chicago, as Trustee, which Agreement requires an annual
statement of compliance to be made to the Trustee by an officer of the Servicer,
hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, (1) the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto, and (2) no Trigger Event has occurred.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.12
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-HE2
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-HE2 Home Equity Loan Pass-Through Certificates (the "Agreement") entered
into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and The
First National Bank of Chicago, as Trustee, which Agreement requires an annual
statement of compliance to be made to the Trustee by an officer of the Servicer,
hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, (1) the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto, and (2) no Trigger Event has occurred.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By: /s/ Gregory A. Gibson
- ------------------------------
Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.13
GE CAPITAL MORTGAGE SERVICES, INC.
OFFICERS' ANNUAL COMPLIANCE CERTIFICATE - SERIES 1997-HE3
The undersigned, Vice Presidents of GE Capital Mortgage Services, Inc.
(the "Servicer"), pursuant to the Pooling and Servicing Agreement for the Series
1997-HE3 Home Equity Loan Pass-Through Certificates (the "Agreement") entered
into by GE Capital Mortgage Services, Inc., as Seller and Servicer, and The
First National Bank of Chicago, as Trustee, which Agreement requires an annual
statement of compliance to be made to the Trustee by an officer of the Servicer,
hereby state that:
(i) a review of the activities of the Servicer during the preceding
calendar year and of its performance under the Agreement has been made
under the undersigned officers' supervision; and
(ii) to the best of the undersigned officers' knowledge, based on such
review, (1) the Servicer has fulfilled all of its material obligations
under the Agreement throughout such year, except as set forth on
Exhibit A hereto, and (2) no Trigger Event has occurred.
Capitalized terms used herein but not defined herein shall have the meaning
given to them in the Agreement.
Dated: March 25, 1998
By /s/ Gregory A. Gibson
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Gregory A. Gibson
Vice President
By: /s/ Karen Pickett
- --------------------------
Karen Pickett
Vice President
<PAGE>
EXHIBIT A
Flood Insurance. There may be instances in which mortgage loans in the
CompanyOs servicing portfolio which did not require flood insurance at
origination were subsequently included within special flood hazard areas as
designated by the Federal Emergency Management Agency and flood insurance on
such mortgage loans may not yet be in place. The Company, however, has arranged
for back-up flood insurance coverage in the event of a flood loss relating to a
mortgaged property located in a special flood hazard area. The Company is
continuing a remapping effort which will identify mortgage loans in its
servicing portfolio which may now be (but which were not at origination)
included in special flood hazard areas. The Company is not aware of any losses
associated with the lack of flood insurance coverage on such mortgage loans.
Exhibit 99.14
KPMG Peat Marwick LLP
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the 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) for primary serviced loans
(including those serviced by the Company pursuant to various pooling and
servicing agreements relating to the Company's publicly rated mortgage-backed
securities program) as of and for the year ended December 31, 1997 included in
the accompanying management assertion. Management is responsible for the
Company's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the Company'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 the CompanyOs 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 the Company's compliance with the minimum servicing
standards.
In our opinion, except for noncompliance with minimum servicing standard I.1.,
management's assertion that the Company complied with the aforementioned minimum
servicing standards as of and for the year ended December 31, 1997 is fairly
stated, in all material respects.
As discussed in management's assertion, the material noncompliance occurred at
the Company during the year ended December 31, 1997. With respect to minimum
servicing standard I.1., five of the 42 custodial account reconciliations tested
contained reconciling items that were not resolved within 90 calendar days of
their original identification.
These conditions were considered in determining the nature, timing and extent of
audit tests applied in our audit of the 1997 consolidated financial statements,
and this report does not affect our report dated January 23, 1998 on those
consolidated financial statements.
/s/ KPMG Peat Marwick LLP
February 17, 1998
<PAGE>
GE Capital Mortgage Services, Inc.
A unit of GE Capital Mortgage Corporation
Three Executive Campus
Cherry Hill, NJ 08002
(609) 661-6100, 800-257-7818
Except for non-compliance with minimum servicing standard I.1 described below,
as of and for the year ended December 31, 1997, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers. As of and for this same
period, the Company had in effect a fidelity bond and errors and omissions
policy in the minimum amount of $120 million and $20 million, respectively.
With respect to minimum servicing standard I.1., certain accounts contained
reconciling items that were not resolved within ninety (90) calendar days of
their original identification. As of December 31, 1997, there were unresolved
reconciling items in less than one percent (1%) of such accounts. It is the
Company's policy to clear all reconciling items within thirty (30) days from the
date of their original identification.
/s/ Glen Messina
- ------------------------------
Glen Messina
Vice President, Treasurer and Chief Financial Officer
GE Capital Mortgage Services, Inc.
Exhibit 99.15
KPMG Peat Marwick LLP
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the Company's) compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (the USAP) for home equity loans
(including those serviced by the Company pursuant to various pooling and
servicing agreements relating to the Company's publicly rated mortgage-backed
securities program) as of and for the year ended December 31, 1997 included in
the accompanying management assertion. Management is responsible for the
Company's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the Company'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 the 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 the Company's compliance with the minimum servicing
standards.
In our opinion, except for noncompliance with minimum servicing standard I.1.,
management's assertion that the Company complied with the aforementioned minimum
servicing standards for home equity loans as of and for the year ended December
31, 1997 is fairly stated, in all material respects.
As discussed in managementOs assertion, the material noncompliance occurred at
the Company during the year ended December 31, 1997. With respect to minimum
servicing standard I.1., two of 10 custodial account reconciliations tested
contained reconciling items that were not resolved within 90 calendar days of
their original identification.
These conditions were considered in determining the nature, timing and extent of
audit tests applied in our audit of the 1997 consolidated financial statements,
and this report does not affect our report dated January 23, 1998 on those
consolidated financial statements.
/s/ KPMG Peat Marwick LLP
February 17, 1998
<PAGE>
GE Capital Mortgage Services, Inc.
A unit of GE Capital Mortgage Corporation
Three Executive Campus
Cherry Hill, NJ 08002
(609) 661-6100, 800-257-7818
Except for non-compliance with minimum servicing standard I.1 described below,
as of and for the year ended December 31, 1997, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards for home equity servicers as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of and for this same period, the Company had in effect a fidelity
bond and errors and omissions policy in the minimum amount of $120 million and
$20 million, respectively.
With respect to minimum servicing standard I.1., certain accounts contained
reconciling items that were not resolved within ninety (90) calendar days of
their original identification. As of December 31, 1997, there were unresolved
reconciling items in less than one percent (1%) of such accounts. It is the
Company's policy to clear all reconciling items within thirty (30) days from the
date of their original identification.
/s/ Glen Messina
- ------------------------------
Glen Messina
Vice President, Treasurer and Chief Financial Officer
GE Capital Mortgage Services, Inc.
Exhibit 99.16
KPMG Peat Marwick LLP
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the 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) for master serviced loans
(including those serviced by the Company pursuant to various pooling and
servicing agreements relating to the Company's publicly rated mortgage-backed
securities program) as of and for the year ended December 31, 1997 included in
the accompanying management assertion. In as much as the Company does not
service certain of the loans underlying the master servicing directly, our
procedures relative to minimum servicing standards I.4., II.1., II.2., II.3.,
II.4., III.2., III.3., III.4., III.6., V.1., V.2., V.3., V.4. and VI.1., of the
USAP, with respect to those loans not serviced, involved obtaining and reading
the most recently available reports from the primary servicers' independent
auditors. Our opinion as expressed herein, insofar as it relates to such minimum
standards performed by such primary servicers, is based solely upon the reports
of the respective independent auditors. Management is responsible for the
Company's compliance with those minimum servicing standards. Our responsibility
is to express an opinion on management's assertion about the Company'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 the 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 the Company's compliance with the minimum servicing
standards.
In our opinion, except for the material noncompliance with minimum servicing
standard III.5., and with various minimum servicing standards noted in our
reading of other independent auditors' reports as discussed above, management's
assertion that the Company complied with the aforementioned minimum servicing
standards as of and for the year ended December 31, 1997 is fairly stated, in
all material respects.
As discussed in management's assertion, the material noncompliance occurred at
the Company and at the master servicer's primary servicers during the year ended
December 31, 1997. With respect to minimum servicing standard III.5, for one of
10 investor reports tested, the remittance on the Company's investor report did
not agree to the remittance shown on the related custodial bank statement. In
addition, several reports obtained from the primary servicers' independent
auditors contained exceptions, which in their opinion, the USAP required them to
report, which we list on the attached Schedule of Findings.
These conditions were considered in determining the nature, timing, and extent
of audit tests applied in our audit of the 1997 consolidated financial
statements, and this report does not affect our report dated January 23, 1998 on
those consolidated financial statements.
/s/ KPMG Peat Marwick LLP
February 17, 1998
<PAGE>
Schedule of Findings - Primary Servicers' USAP
The following summarizes the findings from the 135 reports obtained from the
primary servicers' independent auditors which disclosed exceptions or errors
based on an independent review of the primary servicers' mortgage servicing
operations in accordance with the Uniform Single Attestation Program (USAP) for
Mortgage Bankers.
Instances of exceptions with respect to:
Custodial Bank Accounts - 10 primary servicers
Mortgage Payments - one primary servicer
Disbursements - three primary servicers
Mortgagor Loan Accounting - three primary servicers
Investor Accounting - one primary servicer
Delinquencies - six primary servicers
Insurance Policies - one primary servicer
Where the Company is primary servicer, a separate report was issued on the
review of the Company's mortgage servicing operations in accordance with
the Uniform Single Attestation Program (USAP) for Mortgage Bankers and is
dated February 17, 1998.
<PAGE>
GE Capital Mortgage Services, Inc.
A unit of GE Capital Mortgage Corporation
Three Executive Campus
Cherry Hill, NJ 08002
(609) 661-6100, 800-257-7818
Except for non-compliance with minimum servicing standard III.5 described below,
as of and for the year ended December 31, 1997, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards for master servicers set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP). With respect to minimum servicing standards I.4, II.1, II.2, II.3, II.4,
III.2, III.3, III.4, III.6, V.1, V.2, V.3, V.4 and VI.1 of the USAP, the Company
relies on the performance of its primary servicers. The Company had in effect a
fidelity bond and errors and omissions policy in the amount of $120 million and
$20 million, respectively.
With respect to minimum servicing standard III.5, for one of ten investor
reports tested, the remittance on the Company's investor report did not agree to
the remittance shown on the related custodial bank statement. The Company
investigated the discrepancy and reconciled its servicing records with the
investor's records and the related custodial bank account statement. In
addition, in order to avoid the reoccurrence of this finding, the Company has
implemented policies and procedures which will confirm, on a monthly basis, an
investor's receipt of all required fund transfers.
With respect to the Schedule of Findings related to the primary servicers'
USAP's, where the Company acts as master servicer, the Company responds in the
following manner:
1. Custodial Bank Accounts: Of the ten primary servicers with bank account
reconciliation findings, nine primary servicers have taken the necessary
corrective action within the same fiscal year and therefore should avoid future
findings. The remaining primary servicer was responsible for servicing one loan
on behalf of the Company which has since paid off. Each of the primary servicers
provided written verification that the bank accounts involved did not include
accounts maintained for the Company.
2. Mortgage Payments: The one primary servicer with a mortgage payment finding
is no longer servicing loans for the Company.
3. Disbursements: Of the three primary servicers with the miscellaneous
disbursement findings, one primary servicer is no longer servicing loans for the
Company, one primary servicer with check safeguard findings and the remaining
primary servicer with tax and insurance disbursement verification findings have
taken the necessary corrective action and therefore should avoid future
findings. Each of the primary servicers that continue to service loans for the
Company provided written verification that these findings did not involve loans
serviced for the Company.
4. Mortgage Loan Accounting: Of the three primary servicers with mortgage
accounting related findings, one primary servicer is no longer servicing loans
for the Company, one primary servicer with interest on escrow findings and the
remaining primary servicer with escrow analysis findings have taken the
necessary corrective action and therefore should avoid future findings. Each of
the primary servicers that continue to service loans for the Company provided
written verification that these findings did not involve loans serviced for the
Company.
5. Investor Accounting: The one primary servicer with an investor accounting
finding is no longer servicing loans for the Company.
6. Delinquencies: Of the six primary servicers with delinquency related
findings, all have taken the necessary corrective action and therefore should
avoid future findings. Each of the primary servicers provided written
verification that the findings did not involve loans serviced for the Company.
<PAGE>
7. Insurance Policy: The one primary servicer with the mortgage impairment
policy finding has taken the necessary corrective action and therefore should
avoid future findings. Such primary servicer has provided written verification
that the finding did not involve loans serviced for the Company.
The Company follows the following procedures in connection with the primary
servicers who had exceptions reported in their USAP's:
1. Investigate the USAP findings and obtain written verification that the loans
serviced for the Company are not affected by the findings. In the event it is
determined that such loans are so affected, the Company would pursue ways to put
corrective action plans and procedures in place.
2. Perform annual due diligence reviews to validate such primary servicers
continued compliance with the servicing requirements stated in the Company's
Seller's/Servicer's Guide.
3. Perform monthly primary servicer reviews of compliance with reporting and
remittance requirements.
4. In the event of continued non-compliance with corrective action plans and
procedures, seek termination of servicing rights, with cause.
/s/ Glen Messina
- ----------------------------------
Glen Messina
Vice President, Treasurer and Chief Financial Officer
GE Capital Mortgage Services, Inc.
