-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q3o6JuBxGMYiu//LveJTFMwaiIRUisNGItdaPgR3tSqGjX4CJhuwZ6H0mRrYuPSZ Hx/qlShxYxZzIB8cJFptJg== 0001072993-00-000226.txt : 20000403 0001072993-00-000226.hdr.sgml : 20000403 ACCESSION NUMBER: 0001072993-00-000226 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENPOINT CREDIT LLC CENTRAL INDEX KEY: 0001066112 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 330862379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-59731 FILM NUMBER: 590304 BUSINESS ADDRESS: STREET 1: 10089 WILLOW CREEK RD CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 6195309394 MAIL ADDRESS: STREET 1: 90 PARK AVE STREET 2: C/O GREENPOINT BANK CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: GREENPOINT CREDIT CORP DATE OF NAME CHANGE: 19980716 10-K 1 FORM 10-K FOR 1998-1 CONFORMED WITH EXHIBITS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1999 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to -------- ----------------- Commission file number 333-80437 GREENPOINT CREDIT, LLC, as Servicer and Seller of certain manufactured HOUSING CONTRACTS CONVEYED TO A CERTAIN TRUST WHICH TRUST ISSUED: GREENPOINT CREDIT MANUFACTURED HOUSING CONTRACT TRUST PASS- THROUGH CERTIFICATES, SERIES 1998-1, CLASS IA AND CLASS IIA CERTIFICATES (TOGETHER, THE "OFFERED CERTIFICATES") GREENPOINT CREDIT, LLC ______________________________________________________________________________ (exact name of registrant as specified in charter) DELAWARE 33-0862379 -------- ---------- (State or other (I.R.S. employer jurisdiction of incorporation) identification number) 10089 Willow Creek Road San Diego, California 92131 (858) 530-9394 (address and telephone number of registrant's principal executive offices) SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- None None ---- ---- Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [_](1) AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT: NOT APPLICABLE. DOCUMENTS INCORPORATED BY REFERENCE: NONE NUMBER OF SHARES OF REGISTRANT'S COMMON STOCK OUTSTANDING AS OF DECEMBER 31, 1999: NOT APPLICABLE. - ---------- (1) On February 27, 1992, the Securities and Exchange Commission granted the Registrant a "no action" and exemptive order request to modify the information required to be reported by the trust under Section 13 and 15(d) of the Securities Exchange Act of 1934 Item 1. Business GreenPoint Credit, LLC, (the "Registrant") is filing this Annual Report on Form 10-K in its capacity as Seller of certain Manufactured Housing Contracts (the "Contracts") conveyed to a trust (the "Trust"). The Trust issued the GreenPoint Credit Manufactured Housing Contract Trust Pass-Through Certificates, Series 1998-1 (the "Certificates") pursuant to a pooling and servicing agreement, dated as of November 1, 1998 (the "Agreement"), between the Registrant, as Seller and Servicer and The First National Bank of Chicago, as Trustee (the "Trustee"). The Certificates evidence undivided beneficial interests in the Trust. In filing this Annual Report on Form 10-K, the Registrant is using a reduced disclosure format pursuant to a "no action" letter and exemptive order granted to its predecessor in interest, Security Pacific Acceptance Corp., by the Securities and Exchange Commission on February 27, 1992 (the "Order"). ITEM 2. PROPERTIES Pursuant to the terms of the Order, reference is hereby made to the Annual Statement as to Compliance delivered to the Trustee with respect to the Trust (the "Annual Statement as to Compliance"), filed as Exhibit 99.1 to this Annual Report on Form 10-K. ITEM 3. LEGAL PROCEEDINGS The Registrant was a party to no material pending legal proceedings during the period covered by this Annual Report and during such period knew of no other material pending legal proceedings involving the Trust, the manufactured housing contracts contained in such Trust (the "Contract Pool"), or with respect to the Contract Pool, the Trustee, any custodian, or the Servicer other than ordinary routine litigation incidental to the Trustee's, any custodian's, or the Servicer's duties under the, Agreement. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Registrant knows of no vote or consent of holders of any Certificate that was solicited for any purpose during the calendar year covered by this Annual Report on Form 10-K. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) There is no established public trading market for the offered Certificates. (b) As of December 31, 1999, the offered Certificates were held of record by 1 Depository Trust Company Participant. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Annual Statement as to Compliance with respect to the Trust for the period covered by this Annual Report appears as Exhibit 99.1 to this Annual Report on Form 10-K. The Annual Report on the Servicer's servicing activities for the Trust for the period covered by this Annual Report is included as Exhibit 99.2 to this Annual Report on Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable. PART IV ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS No transaction between the Trust and the holders of the Certificates occurred during the period covered by this Annual Report on Form 10-K, except routine distributions to such certificate holders as contemplated by the agreement. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K Pursuant to the Order, the Registrant includes as an exhibit to this Annual Report on Form 10-K the Annual Statement as to Compliance with respect to the Trust for the year ended December 31, 1999 delivered by the Servicer under the Agreement and the annual report on the Servicer's servicing activities for the Trust. Exhibit No. ----------- 99.1 Annual Statement as to Compliance for the Trust for the year ended December 31, 1999. 99.2 Annual Servicing Report for the Trust for the year ended December 31, 1999. 99.3 Aggregate Payments for year ended December 31, 1999. 2 Exhibit No. ----------- 99.1 Annual Statement as to Compliance for the Trust for the year ended December 31, 1999. 99.2 Annual Servicing Report for the Trust for the year ended December 31, 1999. 99.3 Aggregate Payment Amounts for year ended December 31, 1999. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 29, 2000 /s/ Charles O. Ryan ------------------- Charles O. Ryan Vice President GreenPoint Credit, LLC POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Howard C. Bluver, Jeffrey Leeds and Charles P. Richardson, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the Registrant's Registration Statement (File No. 333-80437), any Form 8-K or Form 10-K relating thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ Peter Paul President Chief Executive - ------------------------------- Officer and Manager March 29, 2000 Peter Paul /s/ John S. Buchanan Senior Vice President, - ------------------------------- Treasurer and Manager March 29, 2000 John S. Buchanan /s/ Charles P. Richardson Executive Vice President - ------------------------------- and Manager March 29, 2000 Charles P. Richardson /s/ Abdul H. Rajput Executive Vice President - ------------------------------- and Manager March 29, 2000 Abdul H. Rajput /s/ Robert Arena Executive Vice President March 29, 2000 - ------------------------------- Robert Arena /s/ Alberto Bambach Senior Vice President March 29, 2000 - ------------------------------- Alberto Bambach
4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Annual Statement as to Compliance for the Trust for the year ended December 31, 1999 99.2 Annual Servicing Report for the Trust for the year ended December 31, 1999 99.3 Aggregate payment amounts for the year ended December 31, 1999 5 EX-99.1 2 ANNUAL STATEMENT EXHIBIT 99.1 ANNUAL STATEMENT AS TO COMPLIANCE The undersigned certifies that she is an Assistant Vice President of GreenPoint Credit, LLC (the "Servicer") and that, as such, she is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 4.20 of the Pooling and Servicing Agreement (the "Agreement"), dated as of November 1, 1998 between Green Point Credit Corp., as Seller and Servicer, and The First National Bank of Chicago, as Trustee, (all capitalized terms used herein without definition having the respective meanings specified in the Agreement) and further certifies that: 1. I have reviewed the activities for the one year period ending December 31, 1999 and performance under this agreement has been made under such officer's supervision under Section 4.20 of the Agreement; and 2. To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such period. IN WITNESS WHEREOF, I have affixed hereunto my signature this 29th day of February, 2000. GREENPOINT CREDIT, LLC By /s/ Mary Churley ---------------- Mary Churley Assistant Vice President and Manager Investor Servicing EX-99.2 3 ANNUAL SERVICING REPORT EXHIBIT 99.2 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholder of GreenPoint Credit, LLC We have examined management's assertion about GreenPoint Credit, LLC's compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for -------------------------------------- Mortgage Bankers (USAP) as of and for the year ended December 31, 1999 included - ---------------- in the accompanying management assertion. Management is responsible for GreenPoint Credit, LLC's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity'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 GreenPoint Credit, LLC'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 GreenPoint Credit LLC's compliance with the minimum servicing standards. In our opinion, management's assertion that GreenPoint Credit, LLC complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1999 is fairly stated, in all materials respects. /s/ PricewaterhouseCoopers LLP January 18, 2000 EX-99.3 4 AGGREGATE PAYMENT AMOUNTS EXHIBIT 99.3 GREENPOINT MANUFACTURED HOUSING CONTRACT TRUST PASS THROUGH CERTIFICATES SERIES 1998-1 January 1, 1999 through December 31, 1999 Class A-1 Class A-2 --------------- -------------- 1999 Distribution Allocable to Principal 40,660,992.13 28,175,468.00 1999 Distributions Allocable to Interest 30,092,600.19 13,841,131.61 12/31/99 Remaining Principal Balance 430,587,067.53 217,427,166.43 Number and aggregate remaining principal balance of Contracts with payments delinquent: Days Delinquent Number Aggregate Remaining Principal Balance --------------- ------ ------------------------------------- 31 - 59 376 14,137,819.29 60 - 89 111 4,275,403.26 90 or more 131 5,901,813.25
Aggregate amount of servicing fees and expenses payable out of the trust for 1999: 6,868,847.68 The number of contracts that were repurchased or replaced during 1999 0 1999 Aggregate Principal Balance of All Contracts repossessed or foreclosed upon 30,588,017.72 The balance in the Reserve Account as of 12/31/99 0.00 1999 Cumulative Realized Losses 10,288,336.03 The amount of any outstanding Monthly Advance Amount as of 12/31/99 2,691,120.25 1999 amounts deposited to Reserve Account 0.00 The pool scheduled principal balance, expressed as a percentage 89.0468404% of the Cut-Off Date pool principal balance The number of Manufactured Homes Currently held by the Servicer due to Repossessions 283 and the aggregate principal balance of the related defaulted Contracts 11,123,784.21
-----END PRIVACY-ENHANCED MESSAGE-----