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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): March 30, 2000
GREENWICH CAPITAL ACCEPTANCE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-90547 06-1199884
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
600 Steamboat Road Greenwich,
Connecticut 06830
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code (203) 622-2700
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Item 5. Other Events.
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Filing of Structural Term Sheet
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In connection with the proposed offering of the Mortgage Loan
Pass-Through Certificates, Series 2000-FRB1, Greenwich Capital Markets, Inc.
(the "Underwriter") has prepared certain materials (the "Structural Term
Sheets") for distribution to their potential investors. Although Greenwich
Capital Acceptance, Inc. (the "Company") provided the Underwriter with certain
information regarding the characteristics of the mortgage loans in the related
portfolio, the Company did not participate in the preparation of the
Structural Term Sheets.
The Structural Term Sheets are attached hereto as Exhibit 99.1. These
Structural Term Sheets supersede any prior structural information which may
have been previously filed with the Securities and Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Structural 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/John Paul Graham
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Name: John Paul Graham
Title: Vice President
Dated: April 24, 2000
Exhibit Index
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Exhibit Page
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99.1 Structural Term Sheet
EXHIBIT 99.1
This information is furnished to you solely by Greenwich Capital Markets, Inc.
and not by the Issuer of the securities or any of its affiliates. Greenwich
Capital Markets, Inc. is acting as Underwriter and not acting as Agent for the
Issuer or its affiliates in connection with the proposed transaction.
This Preliminary Term Sheet is provided for information purposes only, and
does not constitute an offer to sell, nor 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. The information contained herein supersedes information contained in
any prior term sheet for this transaction. In addition, the information
contained herein will be superseded by information contained in term sheets
circulated after the date hereof and by information contained in the
Prospectus and Prospectus Supplement for this transaction. An offering may be
made only through the delivery of the Prospectus and Prospectus Supplement.
Revised Preliminary Term Sheet Date Prepared: March 30, 2000
[GRAPHIC OMITTED]
FIRST REPUBLIC BANK
It's a privilege to serve you(Service Mark)
Mortgage Pass-Through Certificates, Series 2000-FRB1
$291,417,000 (Approximate, Subject to Final Collateral)
Publicly Offered Certificates
Adjustable Rate Residential Mortgage Loans
<TABLE>
<CAPTION>
======== =================== ================== ======================= ================ ======================= ===================
Principal (1) WAL (Yrs) Pymt Window (Mths) Initial Interest Expected Ratings
Class Amount (Approx.) (Call/Mat)(2) (Call/Mat) (2) Rate Type Tranche Type S&P / Fitch
------ ---------------- -------------- ------------------ ---------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
A-1 111,260,000.00 [ 3.28 / 3.33] [ 1-158 / 1-360] Floater (3) Super Senior/LIBOR AAA/AAA
A-1M 6,164,900.00 [ 3.28 / 3.33] [ 1-158 / 1-360] Floater (3) Senior Mezz/LIBOR AAA/AAA
A-2 159,976,848.00 [ 6.11 / 6.87] [ 1-158 / 1-346] WAC (4) Super Senior/COFI AAA/AAA
A-2M 8,864,152.00 [ 6.11 / 6.87] [ 1-158 / 1-346] WAC (4) Senior Mezz/COFI AAA/AAA
A-R 100.00 N/A N/A WAC Senior/Residual AAA/AAA
B-1 2,207,000.00 [ 8.46 / 9.41] [46-158 / 46-360] Floater (5) Sub/LIBOR AA/AA
B-2 1,472,000.00 [ 8.46 / 9.41] [46-158 / 46-360] Floater (5) Sub/LIBOR A/A
B-3 1,472,000.00 [ 8.46 / 9.41] [46-158 / 46-360] Floater (5) Sub/LIBOR BBB/BBB
- ------------------------------------------------------------------------------------------------------------------------------------
B-4 1,472,000.00 Privately Floater (5) Sub/LIBOR BB/NR
B-5 736,000.00 Placed Floater (5) Sub/LIBOR B/NR
B-6 736,715.00 Certificates WAC (6) Sub/WAC NR/NR
======== =================== ================== ======================= ================ ======================= ===================
Total $294,361,715.00
</TABLE>
(1) The Certificates (as described herein) are collateralized by a pool of
adjustable rate, first-lien residential mortgage loans. Class sizes are
subject to final collateral and rating agency approval and are subject to
a +/-10% variance.
(2) As described further herein, the Certificates may be called by First
Republic Bank.
(3) The Class A-1 and Class A-1M Certificates will initially have a coupon
equal to One-Month LIBOR plus a margin (which increases by 1.5x after the
Optional Call Date), subject to the lesser of (i) the Group I Net WAC Cap
and (ii) [11.75]%. If on any Distribution Date, the Certificate Interest
Rate of the Class A-1 or Class A-1M Certificates is subject to the Group
I Net WAC Cap, the Class A-1 or Class A-1M Certificates as applicable
will be entitled to receive the related Basis Risk Shortfall Amount (as
described herein).
(4) The Certificate Interest Rate for the Class A-2 and Class A-2M
Certificates will always be equal to the Net WAC of the Group II Mortgage
Loans. The net margin on the Group II Mortgage Loans (COFI-indexed) is
currently 2.042%.
(5) The Certificate Interest Rate for the Class B-1, Class B-2, Class B-3,
Class B-4 and Class B-5 Certificates will generally be equal to One-Month
LIBOR plus a margin, subject to the lesser of (i) the weighted average of
the Net WAC of the Mortgage Loans from each loan group (weighted on the
basis of the related subordinate component balances) and (ii) [10.75%],
subject to the amount of available funds. If on any Distribution Date,
the Certificate Interest Rate of such Certificates is based on the above
Net WAC, such Certificates will be entitled to receive the related Basis
Risk Shortfall Amount (as described herein).
(6) The Certificate Interest Rate for the Class B-6 Certificates will
generally be equal to the weighted average of the Net WAC of the Mortgage
Loans from each loan group (weighted on the basis of the related
subordinate component balances), subject to the amount of available
funds.
GREENWICH CAPITAL
<PAGE>
Seller and
Servicer: First Republic Bank ("First Republic" or "FRB").
Depositor: Greenwich Capital Acceptance, Inc.
Underwriter: Greenwich Capital Markets, Inc.
Trustee: Norwest Bank Minnesota, National Association.
Rating Agencies: S&P and Fitch will rate the Offered Certificates.
Statistical Cut-off Date: March 1, 2000.
Cut-off Date: April 1, 2000.
Pricing Date: On or about March [30], 2000.
Closing Date: On or about April [24], 2000.
Distribution Dates: The 25th day of each month (or the next
succeeding business day), commencing in May 2000.
Certificates: The "Senior Certificates" will consist of (i) the
Class A-1 and Class A-1M Certificates (the "LIBOR
Certificates"), (ii) the Class A-2 and Class A-2M
Certificates (the "COFI Certificates") and (ii) the
Class A-R Certificate. The "Super Senior
Certificates" consist of the Class A-1 and Class
A-2 Certificates. The "Senior Mezzanine
Certificates" consist of the Class A-1M and Class
A-2M Certificates.
The "Subordinate Certificates" will consist of the
Class B-1, Class B-2, Class B-3, Class B-4, Class
B-5 and Class B-6 Certificates. The Class X
Certificates will also be issued, but are not
offered hereby. The Senior Certificates, the
Subordinate Certificates and the Class X
Certificates are collectively referred to herein as
the "Certificates". Only the Senior Certificates
and the Class B-1, Class B-2 and Class B-3
Certificates (collectively, the "Offered
Certificates") are being offered publicly.
Generally, the LIBOR Certificates will receive
principal and interest from the Group I Mortgage
Loans and the COFI Certificates will receive
principal and interest from the Group II Mortgage
Loans. The Subordinate Certificates will receive
principal and interest from both the Group I and
the Group II Mortgage Loans. It is anticipated
First Republic will purchase the Class B-6
Certificates.
Registration: The Offered Certificates (except for the Class A-R
Certificate) will be made available in book-entry
form through DTC. The Class A-R Certificate will be
made available in definitive fully registered
physical form.
Federal Tax Treatment: It is anticipated that the Certificates (except for
the Class A-R Certificate) will represent ownership
of REMIC regular interests for tax purposes. The
Class A-R Certificate will represent ownership of
REMIC residual interests for tax purposes.
ERISA Eligibility: The Certificates rated "AAA" (except for the
Class A-R Certificate) are expected to be ERISA
eligible. Prospective investors should review with
their legal advisors whether the purchase and
holding of the Offered Certificates could give rise
to a transaction prohibited or not otherwise
permissible under ERISA, the Code or other similar
laws.
SMMEA Treatment: Certificates rated "AAA" or "AA" are expected to
constitute "mortgage related securities" for
purposes of SMMEA.
Optional Termination: The terms of the transaction allow for a termination
of the Offered Certificates which may be exercised
once the current principal balance of the Mortgage
Loans is equal to 10% or less of the initial
principal balance of the Mortgage Loans as of the
Cut-off Date (the "Optional Call Date").
Pricing Prepayment
Speed: The LIBOR Certificates will be priced to a
prepayment speed of [25]% CPR. The COFI
Certificates will be priced to a prepayment speed
of [12]% CPR. The Subordinate Certificates will be
priced to a prepayment speed equal to a blended
rate of the two above prepayment speeds, based on
the proportion of Group I Mortgage Loans to Group
II Mortgage Loans.
Statistical Information: The information related to the Mortgage Loans
described herein reflects information as of the
Statistical Cut-off Date. It is expected by the
Cut-off Date, scheduled principal and principal
prepayments will reduce the balance of the Mortgage
Loans. As a result it is expected that not only
will the balance of the Mortgage Loans be reduced
by the Closing Date, but the balance of the
Certificates (shown on the front cover) will also
be reduced by the Closing Date. It is not expected
that the initial balance of any of the Certificates
or the initial balance of the Mortgage Loans
(described herein) will decrease by more than 10%
by the Closing Date.
Mortgage Loans: The initial aggregate principal balance of the
Mortgage Loans as of the Statistical Cut-off Date
was approximately $294,361,715, all of which are
adjustable rate mortgage loans. The loans are
secured by first liens on one- to four-family
residential properties.
Group I
Mortgage Loans: The initial aggregate principal balance of the
Group I Mortgage Loans as of the Statistical
Cut-off Date was approximately $120,745,995, which
consists of approximately (i) $74,796,579 of
Six-Month LIBOR indexed mortgage loans, (ii)
$13,322,934 of Bank of America Prime indexed
mortgage loans, (iii) $23,999,282 of One-Year CMT
indexed mortgage loans and (iv) $8,627,200 of
One-Month LIBOR indexed mortgage loans.
Group II
Mortgage Loans: The initial aggregate principal balance of the
Group II Mortgage Loans as of the Statistical
Cut-off Date was approximately $173,615,720, all of
which consist of COFI indexed mortgage loans.
Accrued Interest: The Class A-1, Class A-1M, Class B-1, Class B-2 and
Class B-3 Certificates will settle flat. The price
to be paid by investors for the Class A-2 and Class
A-2M Certificates will include accrued interest
from April 1, 2000 (the "Cut-off Date") up to, but
not including, the Closing Date ([23] days).
Interest Accrual Period: The interest accrual period with respect to the
Class A-1, Class A-1M, Class B-1, Class B-2 and
Class B-3 Certificates for a given Distribution
Date will be the period beginning with the previous
Distribution Date (or, in the case of the first
Distribution Date, the Closing Date) and ending on
the day prior to such Distribution Date (on an
Actual/360 basis). The interest accrual period for
the Class A-2 and Class A-2M Certificates will be
the calendar month preceding the month in which
such Distribution Date occurs (on a 30/360 basis).
Deferred Interest: Approximately 34% of the Group II Mortgage Loans
allow for negative amortization. As a result of
either payment caps or different rate adjustment
and payment adjustment periods, the amount of
interest accrued on the balance of such Group II
Mortgage Loans in any calendar month may exceed the
scheduled payment. Such excess interest above the
scheduled payment ("Deferred Interest") is added to
the balance of such Group II Mortgage Loans.
Interest otherwise payable on the COFI Certificates
and the Subordinate Certificates on any
Distribution Date will be reduced by their
respective pro-rata share (based on the aggregate
balance of the COFI Certificates and the portion of
the Subordinate Certificates related to Group II)
of Deferred Interest, if any, in the preceding
month. In such event, the amount of Deferred
Interest will be added on a pro-rata basis (based
on the allocation above) to the class principal
balances of the COFI Certificates and the
Subordinate Certificates. As a result, interest
accrued on such Certificates may be higher than the
amount actually payable thereon on any particular
Distribution Date and the class principal balances
thereof may increase from time to time.
Group I Net WAC Cap: The Group I Net WAC Cap is equal to the Net WAC
of the Group I Mortgage Loans.
Subordinate Cap: The Subordinate Cap is equal to the weighted average
of the Net WAC of the Mortgage Loans from each loan
group (weighted on the basis of the related
subordinate component balances).
Basis Risk Shortfall: If on any Distribution Date, the Certificate
Interest Rate of the Class A-1 or Class A-1M
Certificates is subject to the Group I Net WAC Cap
or the Class B-1, Class B-2, Class B-3, Class B-4
or Class B-5 Certificates is subject to the
Subordinate Cap, the related Certificates are
entitled to the excess of (i) interest accrued at
the related Certificate Interest Rate up to
[11.75]% or [10.75]% as applicable (without giving
effect to the applicable Cap) over (ii) the amount
of interest received on the related Certificates
based on the applicable Cap, together with the
unpaid portion of any such excess from previous
Distribution Dates (and any interest thereon at the
then applicable Certificate Interest Rate up to
[11.75]% or [10.75%] as applicable, without giving
effect to the applicable Cap) (together, the
related "Basis Risk Shortfall Amount"). The related
Basis Risk Shortfall Amount will be paid to the
Class A-1, Class A-1M, Class B-1, Class B-2, Class
B-3, Class B-4 and Class B-5 Certificates after all
the Certificates (other than the Class X
Certificates) have received their regular required
amounts.
Credit Enhancement: Senior/subordinate, shifting interest structure.
Credit enhancement for the Class A-1 Super Senior
Certificates will consist of the subordination of
the Class A-1M, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates.
Credit enhancement for the Class A-2 Super Senior
Certificates will consist of the subordination of
the Class A-2M, Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates.
Credit enhancement for the Senior Mezzanine
Certificates will consist of the subordination of
the Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 and Class B-6 Certificates.
Credit enhancement for the Class B-1 Certificates
will consist of the subordination of the Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6
Certificates.
Credit enhancement for the Class B-2 Certificates
will consist of the subordination of the Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates.
Credit enhancement for the Class B-3 Certificates
will consist of the subordination of the Class B-4,
Class B-5 and Class B-6 Certificates.
Shifting Interest: Until the first Distribution Date occurring
after April 2010 the Subordinate Certificates will
be locked out from receipt of any principal (unless
the Senior Certificates are paid down to zero or
the credit enhancement provided by the Subordinate
Certificates has doubled prior to such date as
described below). After such time and subject to
standard collateral performance triggers (as
described in the prospectus supplement), the
Subordinate Certificates will receive their
pro-rata share of scheduled principal and
increasing portions of unscheduled principal
prepayments. The prepayment percentages on the
Subordinate Certificates are as follows:
May 2000 - April 2010 0% Pro Rata Share
May 2010 - April 2011 30% Pro Rata Share
May 2011 - April 2012 40% Pro Rata Share
May 2012 - April 2013 60% Pro Rata Share
May 2013 - April 2014 80% Pro Rata Share
May 2014 and after 100% Pro Rata Share
Notwithstanding the foregoing, if the credit
enhancement provided by the Subordinate
Certificates doubles, all principal (scheduled
principal and prepayments) will be paid pro-rata
between the Senior and Subordinate Certificates
(subject to the performance triggers as described
in the prospectus supplement). However, if the
credit enhancement provided by the Subordinate
Certificates has doubled prior to the third
anniversary of the Cut-off Date (subject to the
performance triggers as described in the prospectus
supplement) then the Subordinate Certificates will
be entitled to only 50% of their pro-rata share of
principal (scheduled principal and prepayments).
Any principal not allocated to the Subordinate
Certificates will be allocated to the Senior
Certificates. In the event the applicable current
senior percentage (aggregate current balance of the
LIBOR or COFI Certificates, as applicable, divided
by the related aggregate current loan group
balance) exceeds the related initial senior
percentage (aggregate initial balance of the LIBOR
or COFI Certificates, as applicable, divided by the
related aggregate initial loan group balance), the
related Senior Certificates will receive all
unscheduled prepayments from the related loan
group, regardless of any prepayment percentages.
Allocation of
Realized Losses: Any realized losses from a loan group, other than
excess losses, on the related Mortgage Loans will
be allocated as follows: first, to the Subordinate
Certificates in reverse order of their numerical
Class designations, in each case until the
respective class principal balance has been reduced
to zero; second, to the related Senior Mezzanine
Certificates until the respective class principal
balance has been reduced to zero; thereafter, to
the related Super Senior Certificates in reduction
of their respective class principal balances.
Excess losses (bankruptcy, special hazard and fraud
losses in excess of the amounts established by the
rating agencies) will be allocated to all classes
of Certificates on a pro-rata basis.
Certificates Available funds from the Mortgage Loans will be
Priority of Distributions distributed in the following order of priority:
1) Senior Certificates, from the related loan
group, accrued and unpaid interest at the
related Certificate Interest Rate.
2)
(a) Class A-R Certificate and LIBOR
Certificates, in that order (and paid
pro-rata among all the LIBOR
Certificates), principal from the related
loan group*, until their respective
principal balances are reduced to zero.
(b) COFI Certificates, pro-rata principal from
the related loan group*, until their
respective principal balances are reduced
to zero.
3) Class B-1 Certificates, accrued and unpaid
interest at the Class B-1 Certificate Interest
Rate.
4) Class B-1 Certificates, principal.
5) Class B-2 Certificates, accrued and unpaid
interest at the Class B-2 Certificate Interest
Rate.
6) Class B-2 Certificates, principal.
7) Class B-3 Certificates, accrued and unpaid
interest at the Class B-3 Certificate Interest
Rate.
8) Class B-3 Certificates, principal.
9) Class B-4, Class B-5 and Class B-6
Certificates, in sequential order, accrued and
unpaid interest at the respective certificate
interest rate and the respective share of
principal.
10) Class A-1, Class A-1M, Class B-1, Class B-2,
Class B-3, Class B-4 and Class B-5
Certificates, in that order, any related Basis
Risk Shortfall Amounts.
11) Class X Certificates, interest.
12) Class A-R Certificate, any remaining amount.
* Under certain delinquency and loss
scenarios (as described in the prospectus
supplement), principal from an unrelated
loan group is used to pay the Senior
Certificates.
Underwriting Standards
First Republic's underwriting process is intended to assess both the
prospective borrower's credit standing and ability to repay, and the value and
adequacy of the mortgaged property as collateral. However, First Republic
relies primarily on the borrower's ability to repay the loan. This includes
analyzing the borrower's cash flow, verified liquidity, employment history,
and overall financial condition. The value of the mortgaged property is
considered as a measure of the extent of its recovery in the event of default.
To determine the adequacy of the property as collateral for a loan, appraisals
are obtained from qualified outside appraisers approved by FRB. These
appraisers are chosen from a small group of appraisers and their
qualifications are reviewed at least annually.
FRB loan officers are expected to cross sell other FRB products and services.
The loan officers are compensated for originating mortgages, as well as other
loan, deposit and investment products. The cross-sell ratio for 1999 loan
clients was 4.58 products per client. Each loan officer by contract also has a
personal financial liability to FRB for loans which suffer losses. Under
certain circumstances, a loan officer's penalty for originating a loan that
suffers a loss can be a significant multiple of the fee the loan officer
earned for originating the loan. Since loan officers are involved in the
collection activity and continue to play a role, along with the collections
staff, throughout those activities and often through liquidation, they have a
conservative approach to underwriting. Over 95% of the loans serviced by FRB
were originated by loan officers who are currently at FRB.
Servicing
The Mortgage Loans will be serviced directly by First Republic Bank.
