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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 19, 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.
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(Exact name of registrant as specified in its charter)
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
Greenwich, Connecticut
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(Address of Principal 06830
Executive Offices) (Zip Code)
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 Sheets.
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In connection with the proposed offering of Greenwich Capital
Acceptance, Inc. (the "Company") Mortgage Pass-Through Certificates, Series
1996-CHL1, Greenwich Capital Markets, Inc., one of the underwriters, has
prepared a collateral term sheet containing descriptive data about the
collateral underlying the proposed offering (the "Collateral Term Sheet") for
distribution to the potential investors of the underwriters. Although the
Company provided Greenwich Capital Markets, Inc. 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.
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
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: /s/ BRIAN D. BERNARD
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Name: Brian D. Bernard
Title: Vice President
Dated: August 1, 1996
Exhibit Index
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Exhibit Page
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99. Collateral Term Sheet 6
EXHIBIT 99
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 19, 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 0.35%
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 1996-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-I0 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-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-I0 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 (tho
"Policy") issued by (Financial Security Assurance, Inc.) ("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 the 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 annum rate (the "Class A Pass-Through Rate")
equal to the lesser of (a) one month LIBOR, as adjusted monthly, plus the
Class A Pass-Through Margin and (b) the Available Funds Pass-Through Rate (as
defined herein). The Class A Pass-Through Margin will be equal to 0.35% (35
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 0.70% (70
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 line 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.
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 cash flow 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) one-half 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 cash flow for
such Distribution Date; provided, however, that (x) the Required Subordinated
Amount will never be less than O.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
(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.
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 $140MM. 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
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 LlBOR 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 at
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 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 days following the obligor's receipt
of an interest rate change notice.
LEGAL CONSIDERATIONS:
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
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).
