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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported) June 14, 1996
GREENWICH CAPITAL ACCEPTANCE, INC., (as depositor
under the Pooling and Servicing Agreement, dated
as of July 1, 1996, providing for the issuance
of Greenwich Capital Acceptance, Inc., Mortgage
Pass-Through Certificates, Series 1996-CHL1).
GREENWICH CAPITAL ACCEPTANCE, INC.
Exact name of registrant as specified in its charter)
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Delaware 33-80740 61199884
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 Steamboat Road 06830
Greenwich, Connecticut ----------------
- ----------------------------- (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code (203) 625-2700
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Item 5. Other Events
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Filing of Collateral Term Sheet.
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In connection with the offering of the Mortgage Pass-Through
Certificates, Series 1996-CHL1, Greenwich Capital Markets, Inc., as
underwriter of the Class A Certificates (the "Underwriter"), has prepared
a collateral term sheet containing descriptive data about the collateral
underlying the proposed offering (the "Collateral Term Sheet") for
distribution to its potential investors. Although the Company provided the
Underwriter with certain information regarding the characteristics of the
Mortgage Loans in the related portfolio, it did not participate in the
preparation of the Collateral Term Sheet.
The Collateral Term Sheet is attached hereto as Exhibit 99. This
Collateral Term Sheet supersedes any prior collateral information which may
have been previously filed with the Securities and Exchange Commission.
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Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following is filed herewith. The exhibit number corresponds with
Item 601(b) of Regulation S-K.
Exhibit No. Description
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99 Collateral Term Sheet
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREENWICH CAPITAL ACCEPTANCE, INC.
By:
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Name: Brian D. Bernard
Title: Vice President
Dated: June 14, 1996
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Exhibit Index
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Exhibit Page
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99. Collateral Term Sheet 6
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EXHIBIT 99
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This Preliminary Term Sheet is provided for information purposes only, and
does not constitute an offer to sell, or a solicitation of an offer to
buy, the referenced securities. It does not purport to be all-inclusive
or to contain all of the information that a prospective investor may
require to make a full analysis of the transaction. All amounts are
approximate and subject to change. As of the date of this Preliminary
Term Sheet, certain information, which has been identified with brackets
("( )") is not available and will be provided by (FSA) at a later date.
The information contained herein supersedes information contained in any
prior information term sheet for this transaction. In addition, the
information contained herein may be superseded by information contained in
term sheets circulated after the date hereof and is qualified in its
entirety by information contained in a Prospectus Supplement and related
Prospectus for this transaction. An offering may only be made through the
delivery of a Prospectus Supplement and the related Prospectus.
PRELIMINARY TERM SHEET
Prepared: June 13, 1996
GREENWICH CAPITAL ACCEPTANCE, INC., SERIES 1996-CHL1
MORTGAGE PASS-THROUGH CERTIFICATES
$188,337,500 (Approximate) Class A Senior Certificates
Security Terms
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SUMMARY:
Security Class A
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Initial Principal Amount ($000) $188,337
Percentage of Pool (approximate) 99.125%
Initial Pass-Through Coupon TBD
Rating(s) (Moody's/S&P) "Aaa"/"AAA"
Index on Certificates 1 month LIBOR
Pass-Through Margin 0.34%
Price Par
Pricing Prepayment Speed 22% CPR
Average Life 3.36 yrs (Call)
3.66 yrs (No Call)
Final Maturity* TBD
*Remittance Date following the final due date of the
latest maturing Mortgage Loan.
SECURITY STRUCTURE:
The Series 1966-CHL1 Mortgage Pass-Through Certificates will
consist of a single triple-A rated class of senior certificates
(the "Class A Certificates") and two classes of subordinated
certificates (the "Class B-IO Certificates" and the "Class R
Certificates") (collectively, the "Subordinate Certificates"
and, together with the Class A Certificates, the "Certificates")
which collectively evidence a 100% undivided beneficial ownership
interest in a REMIC trust (the "Trust"), the assets of which
consist of conventional, adjustable-rate, 1-4 family residential
mortgage loans originated and serviced by Countrywide Home Loans,
Inc. (the "Mortgage Loans"). The principal balance of the Mortgage
Loans as of July 1, 1996 (the "Cut-off Date") will be approximately
$190,000,000. Only the Class A Certificates will be offered. The
Class A Certificates will be issued with an initial principal
balance equal to 99.125% of the Cut-off Date principal balance of
the Mortgage Loans, and will evidence a senior undivided beneficial
ownership interest in the Trust. Holders of the Class B-IO
Certificates, which are interest-
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only certificates issued with a notional principal balance equal
to the aggregate principal balance of the Mortgage Loans, will be
entitled to distributions on or with respect to the Mortgage Loans
on a given Distribution Date only after the Class A Certificateholders
have received those distributions due them on such date and the target
over-collateralization has been reached (see below). The Class R
Certificates will evidence a residual interest in the Trust, and
holders thereof will be entitled to receive a distribution of the
funds remaining, if any, after required distributions have been made
to holders of the Class A and Class B-IO Certificates.
The application of excess available funds to accelerate the principal
amortization of the Class A Certificates, as described herein, and
the availability of such excess funds otherwise to offset shortfalls
and losses on or with respect to the Mortgage Loans, will provide
credit enhancement to the Class A Certificates. In addition, the
Class A Certificateholders will have the benefit of an insurance
policy (the "Policy") issued by (Financial Security Assurance
Corporation) ("(FSA)"), pursuant to which (FSA) will irrevocably
and unconditionally pay certain amounts ("Insured Payments") to the
Trustee for the benefit of the Class A Certificateholders, as
described herein. To the extent that (FSA) does not make required
payments of either principal or interest, such amount will be carried
forward (together with accrued interest at the pass-through rate on
such amount) to be paid out of future cashflow (such amounts "Class
A Carry-Forward Amounts").
PASS-THROUGH RATE:
Interest with respect to any Distribution Date will accrue on the
Class A Certificates at a per anum rate (the "Class A Pass-Through Rate")
equal to the least of: (a) one month LIBOR, as adjusted monthly, plus
the Class A Pass-Through Margin, (b) the Available Funds Pass-Through
Rate (as defined herein), and (c) a fixed percentage (the "Class A
Pass-Through Rate Cap"). The Class A Pass-Through Margin will be
equal to 0.34% (34 basis points) per annum until the principal
balance of the Mortgage Loans is equal to or less than 10% of
the Cut-off Date principal balance thereof, at which time the Class A
Pass-Through Margin will be increased to 0.68% (68 basis points) per
annum. The Available Funds Pass-Through Rate with respect to any
Distribution Date will be the percentage equivalent of a fraction, the
numerator of which is equal to (i) one month's interest on the Mortgage
Loans, calculated on the basis of their respective gross mortgage
interest rates and principal balances in effect for the month preceding
the month of such Distribution Date, plus (ii) the Subordination
Reduction Amount (as defined herein), if any, for such Distribution
Date, minus (iii) the aggregate of (x) the Servicing Fee payable to
the Servicer in respect of the collection period relating to such
Distribution Date (calculated based on a rate of 0.51% per annum), (y)
the Insurance Premium Amount (as defined herein) for such Distribution
Date and (z) one-twelfth of ( )% of the aggregate principal balance
of the Mortgage Loans in the month preceding the month of such
Distribution Date, and the denominator of which is equal to one-twelfth
of the principal balance of the Class A Certificates for such
Distribution Date. The Class A Pass-Through Rate Cap( will be equal to
approximately 13.00% per annum.
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OVER-COLLATERALIZATION
Excess available funds (excess spread on the Class A Certificates
plus the weighted average net coupon, which is equal to the weighted
average gross coupon less the servicing fee, on any over-
collateralized amount) will generally be used to make principal
payments on the Class A Certificates. This will have the effect of
accelerating the amortization of the Class A Certificates relative
to that of the Mortgage Loans, thereby increasing any over-
collateralization amount. Once over-collateralization -- which
is any excess of the aggregate principal balance of the Mortgage
Loans over the aggregate principal balance of the Class A
Certificates -- reaches a specified target amount (such amount,
the "Required Subordinated Amount"), excess available funds will
generally be permitted to be distributed first, to holders of the
Class B-IO Certificates and second, to holders of the Class R
Certificates.
The Required Subordinated Amount, until the earlier of (i) the
thirtieth Distribution Date and (ii) the first Distribution Date for
which the aggregate principal balance of the Mortgage Loans is equal
to less than 50% of the Cut-off Date principal balance of the Mortgage
Loans will be equal to the greater of (a) approximately ( )% of
the Cut-off Date principal balance of the Mortgage Loans and (b) two
times an amount equal to (1) one-half of the aggregate principal
balance of all mortgage loans that are 91 days or more delinquent
(including REO properties) minus (2) three times the net excess
cashflow for such Distribution Date. Subsequent to the Distribution
Date which is the earlier to occur of (i) and (ii) above, the Required
Subordinated Amount may step down to the greater of (1) the lesser of
(a) above and approximately ( )% of the then-current aggregate
pool balance and (b) two times an amount equal to (1) 1/2 of the
aggregate principal balance of all mortgage loans that are 91 days
or more delinquent (including REO properties) plus (2) three times
the net excess cashflow for such Distribution Date; provided, however,
that (x) the Required Subordinated Amount will never be less than
0.50% of the Cut-off Date principal balance of the Mortgage Loans
at any time that the Class A Certificates are outstanding and (y) the
Required Subordinated Amount will not be permitted to step down on
any Distribution Date on which certain cumulative loss, rolling loss
and delinquency tests are not met.
In the event that, due to losses on the Mortgage Loans, the aggregate
principal balance of the Mortgage Loans is less than the aggregate
principal balance of the Class A Certificates (such deficit, a
"Subordination Deficit") a payment will be required of (FSA)
(an "Insured Payment") in an amount sufficient to bring such
Subordination Deficit to zero.
DISTRIBUTIONS ON THE
CERTIFICATES:
On each Distribution Date, available funds (net of the Servicing
Fee and available funds carve-out, if any), together with any
Insured Payments, will be allocated in the following order:
(i) To (FSA), the Insurance Premium Amount
(ii) To holders of the Class A Certificates, the Class A Interest
Distribution Amount
(iii) To holders of the Class A Certificates, the Class A
Principal Distribution Amount
(iv) To (FSA), the Insured Reimbursement Amount
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(v) To holders of the Subordinate Certificates, all remaining
available funds
An Insured Payment will be made by (FSA) to the Trustee, for
distribution to holders of the Class A Certificates, on any
Distribution Date as to which (x) available funds are insufficient
to provide for the distribution of interest to Class A Certificateholders
pursuant to clause (ii) above and/or (y) there exists a Subordination
Deficit, in such amount as will eliminate any such interest shortfall
and/or Subordination Deficit. (FSA) will be entitled to recover previous
Insured Payments, together with interest thereon at the Class A
Pass-Through Rate (the aggregate amount of such unreimbursed Insured
Payments, as increased by interest thereon, the "Insured Reimbursement
Amount"), on each Distribution Date out of available funds.
The Insurance Premium Amount for any Distribution Date will be
equal to one-twelfth of approximately ( )% (( ) basis points)
per annum, calculated against the aggregate principal balance of the
Class A Certificates for such Distribution Date.
With respect to any Distribution Date, the Class A Interest Distribution
Amount will equal the sum of (x)(a) the product of (i) the Class A
Pass-Through Rate and (ii) the aggregate principal balance of the Class A
Certificates (based on a 360-day year and the actual number of days
elapsed since the prior Distribution Date); and (y) amounts calculated
pursuant to the preceding clause (x) which remain unpaid from previous
Distribution Dates, together with interest at the Class A Pass-Through
Rate on such amounts, less (b) the aggregate prepayment interest
shortfall not covered by the Servicing Fee and any Relief Act
Shortfalls, in each case, with respect to the Mortgage Loans for such
Distribution Date.
With respect to any Distribution Date, the Class A Principal
Distribution Amount will be equal to the excess of (A) the
sum of (i) all collections of principal (inclusive of advances
of principal by the Servicer) with respect to the Mortgage Loans,
(ii) the Subordination Deficit, if any, for such Distribution Date
and (iii) the amount, if any, which is necessary to increase
over-collateralization to the Required Subordination Amount
("Subordination Increase Amount") over (B) the Subordination
Reduction Amount (as defined below) for such Distribution Date.
The "Subordination Reduction Amount" for any Distribution Date will
be the lesser of (a) the Excess Subordinated Amount (as defined below)
for such Distribution Date and (b) the aggregate of principal
payments of the Mortgage Loans which were received or advanced by the
Servicer in respect of the preceding collection period. The "Excess
Subordinated Amount" for any Distribution Date will be the
difference, if any, between (a) the over-collateralized amount for
such Distribution Date, after giving effect to all distributions to be
made on such Distribution Date but before giving effect to any permitted
step-down in the Required Subordinated Amount, and (b) the Required
Subordinated Amount for such Distribution Date. Holders of the
Subordinate Certificates will generally be entitled to receive the
Subordination Reduction Amount, if any, for each Distribution Date.
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THE MORTGAGE LOANS: (ALL MORTGAGE LOAN INFORMATION PROVIDED IS FROM A
COLLATERAL TAPE CUT BY CHL AS OF 6/3/96 WITH AN
APPROXIMATE PRINCIPAL BALANCE OF $140 MM. ALL
PRELIMINARY STATISTICS MADE ON A $190MM POOL
WERE CALCULATED BY ADDING THE LAST (APPROXIMATELY)
$50MM OF ORIGINATIONS OF THE $140MM POOL AS
"PROJECTED" ORIGINATIONS. AS SUCH, THE "PROJECTED"
ORIGINATIONS WILL HAVE A VARIABLE TOLERANCE OF +-10%.)
The Mortgage Pool will consist of approximately 1,800 fixed and
adjustable rate fully amortizing residential first mortgage loans
aggregating approximately $190,000,000 in principal balance
as of the Cut-off Date. Approximately 55% of the loans in the Mortgage
Pool will have a mortgage rate (the "Mortgage Rate") subject to
semi-annual adjustment (each such date, an "Adjustment Date") equal to
the sum of (i) the average of the London interbank offered rates for
six-month dollar deposits in the London market as most recently
announced as of a date 45 days prior to such Adjustment Date
(the "Index"), and (ii) each respective Mortgage Loan's gross margin;
provided, however that on each Adjustment Date, the Mortgage Rate on the
Mortgage Loans will not increase or decrease by more than the
"Periodic Rate Cap" (each of these loans is a "30 year/6 month LIBOR
ARM"). The 30 year 6 month LIBOR ARMs had Gross Margins that ranged
from 4.50% to 9.00% with a weighted average Gross Margin of 6.33%.
Approximately 45% of the loans in the Mortgage Pool will have a
fixed mortgage rate (the "Mortgage Rate") for the first two (2) years
then subject to semi-annual adjustment for the next 28 years (each
such date, an "Adjustment Date") equal to the sum of (i) the average
of the London interbank offered rates for six-month dollar deposits
in the London market as most recently announced as of a date 45 days
prior to such Adjustment Date (the "Index"), and (ii) each respective
Mortgage Loan's gross margin; provided, however that on each Adjustment
Date, the Mortgage Rate on the Mortgage Loans will not increase or
decrease by more than the "Periodic Rate Cap" (each of these loans is
a "2/28 loan"). The 2/28's had Gross Margins that ranged from 4.75%
to 12.00% with a weighted average Gross Margin of 6.47%. The weighted
average months to reset of the 2/28 loans was 23 months.
With respect to all of the Mortgage Loans, the Periodic Rate Cap
is equal to 1.50%. Each of the Mortgage Loans provides that over
the life of such Mortgage Loan, the Mortgage Rate will in no event
be more than the initial Mortgage Rate plus a fixed percentage (such
rate, the "Maximum Mortgage Rate"). Approximately 25% of the Mortgage
Pool are expected to be California mortgage loans. No other state is
expected to have a concentration of greater than 7.50%.
Approximately 33% of the Mortgage Loans by principal balance
provide for the payment by the Mortgage Loan obligor of a
prepayment penalty in limited circumstances in connection with full
or partial prepayments made within five years from the date of
origination of the Mortgage Loan. If, during any twelve-month period
during the first five years of the term of a Mortgage Loan providing
for a prepayment penalty, a borrower prepays an aggregate amount
exceeding 20% of the original principal balance of the Mortgage Loan,
an amount equal to six months' advance interest, calculated on the
basis of the rate in effect at the time of such prepayment on the
amount prepaid in excess of 20% of the original principal balance,
will be assessed. Notwithstanding the foregoing, there will be no
prepayment penalty due with respect to any prepayment made within 90
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days following the obligor's receipt of an interest rate change
notice.
LEGAL CONSIDERATION:
The Class A Certificates will constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market
Enhancement Act of 1984 ("SMMEA") so long as they are rated in
one of the two highest rating categories by at least one nationally
recognized statistical rating organization and, as such, are legal
investments for certain entities to the extent provided for in SMMEA.
ADVANCES:
The Servicer will be obligated to advance funds in respect of
principal and interest on each delinquent Mortgage Loan to
the extent deemed recoverable.
SERVICER:
Countrywide Home Loans, Inc.
TRUSTEE:
Bank of New York
OPTIONAL TERMINATION:
Once the aggregate principal balance of the Mortgage Loans has been
reduced to 10% or less of the Cut-off Date principal balance, the
Servicer or the Class R Certificateholders will have the right to
purchase from the Trust all remaining Mortgage Loans (inclusive
of any REO Property).
DISTRIBUTION DATE:
The 25th day of each month, or if such day is not a business day,
the next succeeding business day, commencing August 26, 1996.
ACCRUAL PERIOD FOR THE
CLASS A CERTIFICATES:
With respect to any Distribution Date, the Class A Certificates
will accrue interest from the prior Distribution Date, or in
the case of the initial accrual period, from the Closing Date,
to the next succeeding Distribution Date.
EXPECTED
CLOSING DATE:
July 31, 1996
CUT-OFF DATE:
July 1, 1996
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RATINGS:
It is anticipated that the Class A Certificates will be rated "Aaa"
and "AAA" by Moody's and S&P, respectively, based upon the Policy
issued by (FSA).
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