-----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, UCf10AcEPTSjNqPhUZVfZP/2MjPdNUbqcHg/8o0Tc4G/i20kMmUlHCm1IUfuwbYX DWbUYt0H006MgSi2jDMeeg== 0000929624-99-001084.txt : 19990610 0000929624-99-001084.hdr.sgml : 19990610 ACCESSION NUMBER: 0000929624-99-001084 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEADLANDS HOME EQUITY LOAN TR 1998-2 REV HOME EQ LN AS BK NO CENTRAL INDEX KEY: 0001087811 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-28031-01 FILM NUMBER: 99642462 BUSINESS ADDRESS: STREET 1: 700 LARSPUR LANDING CIRCLE STREET 2: STE 240 CITY: LARKSPUR STATE: CA ZIP: 94939 MAIL ADDRESS: STREET 1: 700 LARKSPUR LANDING CIRCLE STREET 2: STE 240 CITY: LARKSPUR STATE: CA ZIP: 94939 10-K405 1 FORM 10-K405 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from __________ to _________. Commission File Number: 333-28031-3 Headlands Mortgage Securities Inc. (as Sponsor of the Headlands Home Equity Loan Trust, providing for the issuance of HELOC Notes, Series 1998-2) HEADLANDS MORTGAGE SECURITIES INC. (Exact Name of registrant as specified in its charter) Delaware 68-0397342 (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.) 1100 Larkspur Landing Circle, Suite 101, 94939 Larkspur, California (Zip code) (Address of principal executive offices) (415) 461-6790 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None None (Title of class) (Title of class)
Indicate by check mark whether the Registrant (1) 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] State the aggregate market value of the voting stock held by non-affiliates of Registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of specified date within 60 days prior to the date of filing: Not Applicable Documents incorporated by reference: Not Applicable HEADLANDS MORTGAGE SECURITIES INC. ASSET-BACKED HELOC NOTES SERIES 1998-2 INDEX
Page ---- PART I ............................................................. 3 ITEM 1 - BUSINESS...................................... 3 ITEM 2 - PROPERTIES.................................... 3 ITEM 3 - LEGAL PROCEEDINGS............................. 3 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................. 3 PART II ............................................................. 3 ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS................... 3 ITEM 6 - SELECTED FINANCIAL DATA....................... 3 ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 3 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA... 3 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........ 3 PART III ............................................................. 4 ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................................ 4 ITEM 11 - EXECUTIVE COMPENSATION........................ 4 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................... 4 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 4 PART IV ............................................................. 4 ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K........................... 4 SIGNATURES............................................................ 5 INDEX TO EXHIBITS..................................................... 6
2 PART I ITEM 1 - BUSINESS Not Applicable. ITEM 2 - PROPERTIES Headlands Mortgage Securities Inc. (the "Sponsor") will furnish information regarding the Mortgaged Properties by reference to the Annual Compliance Certificates to be filed herein under Item 14. ITEM 3 - LEGAL PROCEEDINGS The Sponsor is not aware of any material pending legal proceedings involving either the Home Equity Loan Trust Series 1998-2 (the "Trust); the Trustee, Wilmington Trust Company; the Issuer, Headlands Home Equity Loan Trust 2, or the Servicer, Headlands Mortgage Company, which relates to the Trust. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter has been submitted to a vote of the holders of beneficial interests in the Trust through the solicitation of proxies or otherwise. PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS To the best knowledge of the Sponsor, there is no established public trading market for the Notes. All of the Class A Notes and Class S Notes issued by the Trust are held by the Depository Trust Company ("DTC") which in turn maintains records of holders of beneficial interests in such Notes. Based on information obtained by the Trust from DTC, as of December 31, 1998, there were fewer than 300 holders of each class of Notes. ITEM 6 - SELECTED FINANCIAL DATA Not Applicable. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not Applicable. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION Not Applicable. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes of accountants or disagreements on accounting or financial disclosures between the Sponsor and its accountants. 3 PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Not Applicable. ITEM 11 - EXECUTIVE COMPENSATION Not Applicable. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The Sponsor is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 1. Financial Statements: Not applicable. 2. Financial Statement Schedules: Not applicable. 3. Exhibits: Exhibit No. Description ----------- ----------- 99.1 Statement of Compliance of the Master Servicer. 99.2 Annual Report of Independent Accountant with respect to the Master Servicer's overall servicing operations. 99.3 Statement of Compliance of the Issuer under the Indenture. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Sponsor has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. By: HEADLANDS MORTGAGE SECURITIES INC., as Sponsor By: /s/ Gilbert J. MacQuarrie --------------------------------- Name: Gilbert J. MacQuarrie Title: Vice President, Treasurer and Secretary Date: May 5, 1999. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Sponsor and in the capacities and on the dates indicated:
Signature Position Date - --------- -------- ---- /s/ Peter T. Paul - ------------------------------------ President and Director May 5, 1999 Peter T. Paul (Principal Executive Officer) /s/ Becky S. Poisson - ------------------------------------ Vice President and Director May 5, 1999 Becky S. Poisson /s/ Gilbert J. MacQuarrie - ------------------------------------ Vice President, Treasurer, Secretary May 5, 1999 Gilbert J. MacQuarrie and Director (Principal Financial Officer and Principal Accounting Officer) /s/ Steven M. Abreu - ------------------------------------ Vice President and Director May 5, 1999 Steven M. Abreu /s/ Kristen Decker - ------------------------------------ Vice President May 5, 1999 Kristen Decker
5 INDEX TO EXHIBITS Item 14(C) Exhibit No. Description - ----------- ----------- 99.1 Statement of Compliance of the Master Servicer. 99.2 Annual Report of Independent Accountant with respect to the Master Servicer's overall servicing operations. 99.3 Statement of Compliance of the Issuer under the Indenture. 6 EX-99.1 2 STATEMENT OF COMPLIANCE OF THE MASTER SERVICER EXHIBIT 99.1 March 31, 1999 First National Bank of Chicago One North State Street, 9th Floor Chicago, IL 60602-0126 Attn: Corporate Trust Administration Department Ambac Assurance Corporation One State Street Plaza New York, NY 10004 Attn: Structured Finance Department-MBS Moody's Residential Loan Monitoring Group 4th Floor, 99 Church Street New York, NY 10007 Standard & Poor's 26 Broadway New York, NY 10004 RE: Headlands Home Equity Loan Trust (Series 1998-2); Annual Statement as to Compliance by the Issuer ----------------------------------------------- Ladies and Gentlemen: Pursuant to Section 3.09 of the Sale and Servicing Agreement, with respect to the above-referenced offering, the undersigned officer of Headlands Mortgage Company in its capacity of Servicer under the Sale and Servicing Agreement hereby certifies as to the following: 1. a review of the activities of the Issuer and its performance under the Indenture during the preceding fiscal year since the inception of the trust has been made under the direct supervision of the undersigned officer; and 2. to the best knowledge of the undersigned officer, based on such review, the Issuer has fulfilled all of its material obligations under the Indenture throughout the applicable period, and there has been no known default in the fulfillment of the Issuer's material obligations throughout such period. 7 Very truly yours, HEADLANDS HOME EQUITY LOAN TRUST (Series 1998-2) By: HEADLANDS MORTGAGE COMPANY, as Servicer ---------------------------------------- Gilbert J. MacQuarrie Vice President, Treasurer and Secretary 8 EX-99.2 3 ANNUAL REPORT OF INDEPENDENT ACCOUNTANT EXHIBIT 99.2 [KPMG Peat Marwick LLP Letterhead] INDEPENDENT ACCOUNTANTS' REPORT Board of Directors Headlands Mortgage Company: We have examined management's assertion about Headlands Mortgage Company's (the Company) compliance with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA's) Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 1998 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, management's assertion that the Company has complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. San Francisco, California February 2, 1999 /s/ KPMG Peat Marwick LLP 9 [HEADLANDS MORTGAGE SECURITIES INC. LETTERHEAD] As of and for the year ended December 31, 1998, Headlands Mortgage Company (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 both in the amount of $6.6 million. HEADLANDS MORTGAGE COMPANY By: /s/ Dennis Tussey ---------------------------------------- Dennis Tussey Senior Vice President, Loan Administration 10 EX-99.3 4 STATEMENT OF COMPLIANCE OF THE ISSUER EXHIBIT 99.3 March 31, 1999 First National Bank of Chicago One North State Street, 9th Floor Chicago, IL 60602-0126 Attn: Corporate Trust Administration Department Ambac Assurance Corporation One State Street Plaza New York, NY 10004 Attn: Structured Finance Department-MBS RE: Headlands Home Equity Loan Trust (Series 1998-2); Annual Statement as to Compliance by the Issuer ----------------------------------------------- Ladies and Gentlemen: Pursuant to Section 3.9 of the Indenture with respect to the above- referenced offering, the undersigned officer of Headlands Mortgage Company (as "Manager") hereby certifies as to the following: 1. a review of the activities of the Issuer and its performance under the Indenture during the preceding fiscal year since the inception of the trust has been made under the direct supervision of the undersigned officer; and 2. to the best knowledge of the undersigned officer, based on such review, the Issuer has fulfilled all of its material obligations under the Indenture throughout the applicable period, and there has been no known default in the fulfillment of the Issuer's material obligations throughout such period. Very truly yours, HEADLANDS HOME EQUITY LOAN TRUST (Series 1998-2) By: HEADLANDS MORTGAGE COMPANY, as Manager ---------------------------------------- Gilbert J. MacQuarrie Vice President, Treasurer and Secretary 11 -----END PRIVACY-ENHANCED MESSAGE-----