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) August 27, 1998 GE CAPITAL MORTGAGE SERVICES, INC. (as Seller and Servicer under the Pooling and Servicing Agreement, dated as of August 1, 1998, providing for the issuance of REMIC Multi-Class Pass-Through Certificates, Series 1998-13) GE Capital Mortgage Services, Inc. (Exact name of registrant as specified in its charter) New Jersey 33-5042 21-0627285 ---------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) Three Executive Campus Cherry Hill, New Jersey 08002 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code (609) 661-6100 -------------- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS General. On August 27, 1998, GE Capital Mortgage Services, Inc. ("GECMSI") offered to investors certain classes of its REMIC Multi-Class Pass-Through Certificates, Series 1998-13 (the "Certificates") evidencing beneficial ownership interests in a trust fund (the "Trust Fund"). The assets of the Trust Fund consist primarily of a pool ("Pool 1998-13") of conventional, one- to four-family residential loans (the "Mortgage Loans"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Prospectus dated May 26, 1998 as supplemented by the Prospectus Supplement dated August 24, 1998. The original principal balance of each Class of the Certificates is as follows: Class A1 $51,008,000.00 Class A2 $29,552,000.00 Class A3 $110,000,000.00 Class A4 $100,000,000.00 Class A5 $21,901,000.00 Class A6 $40,997,000.00 Class A7 $20,000,000.00 Class A8 $30,000,000.00 Class A9 $32,615,223.00 Class A10 $35,317,777.00 Class A11 $0.00 Class A12 $64,958,597.00 Class A13 $16,841,118.00 Class A14 $57,922,000.00 Class A15 $75,604,991.00 Class A16 $11,513,000.00 Class A17 $4,715,570.00 Class A18 $3,372,724.00 Class A19 $19,134,000.00 Class A20 $36,642,750.00 Class A21 $12,214,250.00 Class A22 $27,794,118.00 Class A23 $7,205,882.00 Class A24 $38,395,000.00 Class A25 $12,453,750.00 Class A26 $4,151,250.00 Class B1 $7,213,000.00 Class B2 $4,057,000.00 Class B3 $3,606,500.00 Class B4 $1,803,000.00 Class B5 $2,705,155.62 Class M $16,680,000.00 Class PO $1,238,414.03 Class R $100.00 Class RL $100.00 ---------------- Total : $901,613,269.65 2 The initial Junior Percentage and initial Senior Percentage for Pool 1998-13 are approximately 4.01% and 95.99%, respectively. The "Bankruptcy Loss Amount," the "Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1998-13 as of the initial issuance of the Certificates are $319,370.00, $9,016,133.00 and $9,016,133.00, respectively, representing approximately .0400%, 1.0000%, and 1.0000%, respectively, of the aggregate Scheduled Principal Balances of the Mortgage Loans as of August 1, 1998 (the "Cut-off Date"). Description of the Mortgage Pool and the Mortgaged Properties - ------------------------------------------------------------- Pool 1998-13 - ------------ Pool 1998-13 consists primarily of fixed-rate, fully-amortizing conventional Mortgage Loans evidenced by Mortgage Notes which have original maturities of 20 to 30 years and an aggregate outstanding Scheduled Principal Balance as of the Cut-off Date, after deducting payments of principal due on or before such date and prepayments of principal received before such date, of $901,613,269.65. The interest rates (the "Mortgage Rates") borne by the 2707 Mortgage Loans conveyed by GECMSI to Pool 1998-13 range from 6.3750% to 8.6250% and the weighted average Mortgage Rate as of the Cut-off Date is 7.3505% per annum (all weighted averages in this filing are weighted by aggregate outstanding Scheduled Principal Balance as of the Cut-off Date). At origination, the principal balances of the Mortgage Loans in Pool 1998-13 ranged from $227,200.00 to $1,447,500.00, and, as of the Cut-off Date, the average outstanding Scheduled Principal Balance of the Mortgage Loans in Pool 1998-13 is $333,067.33, after application of principal payments due on or before the Cut-off Date and prepayments of principal received before such date. The earliest origination date of any Mortgage Loan in Pool 1998-13 is July 1992, and the latest scheduled maturity date of any such Mortgage Loan is August 2028. The weighted average loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool 1998-13 is 74.8505%. 3 The Mortgage Loans in Pool 1998-13 have the following characteristics as of the Cut-off Date. a) The following table sets forth information, as of the Cut-off Date, with respect to the Mortgage Rates borne by the Mortgage Loans in Pool 1998-13: AGGREGATE % OF BALANCES POOL BY MORTGAGE # OF AS OF AGGREGATE RATES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 6.3750% 3 $895,178.07 0.0993% 6.5000% 6 $2,178,045.40 0.2416% 6.6250% 9 $3,350,274.17 0.3716% 6.7500% 35 $12,039,880.75 1.3354% 6.8750% 107 $36,390,352.51 4.0361% 7.0000% 177 $59,971,405.21 6.6516% 7.0500% 3 $1,067,658.97 0.1184% 7.1000% 3 $1,233,101.78 0.1368% 7.1250% 259 $86,086,319.34 9.5480% 7.1500% 6 $1,908,580.79 0.2117% 7.2000% 14 $4,467,307.54 0.4955% 7.2500% 528 $176,147,939.70 19.5370% 7.3000% 9 $2,915,422.36 0.3234% 7.3500% 7 $2,914,911.59 0.3233% 7.3750% 485 $161,278,312.56 17.8877% 7.4000% 8 $2,593,308.91 0.2876% 7.4500% 14 $4,786,687.29 0.5309% 7.5000% 544 $180,868,507.52 20.0605% 7.5500% 15 $5,043,770.52 0.5594% 7.6000% 12 $3,608,392.27 0.4002% 7.6250% 236 $78,499,397.90 8.7065% 7.6500% 11 $3,927,870.12 0.4357% 7.7000% 4 $1,153,454.40 0.1279% 7.7500% 114 $36,075,333.84 4.0012% 7.8500% 1 $272,121.79 0.0302% 7.8750% 73 $23,005,654.42 2.5516% 8.0000% 16 $6,280,878.42 0.6966% 8.0500% 1 $319,673.35 0.0355% 8.1250% 3 $840,021.69 0.0932% 8.2500% 3 $1,238,169.67 0.1373% 8.6250% 1 $255,336.80 0.0283% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% 4 b) The following table sets forth information, as of the Cut-off Date, with respect to the original principal balances of the Mortgage Loans in Pool 1998-13: AGGREGATE % OF BALANCES POOL BY ORIGINAL # OF AS OF AGGREGATE BALANCES LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- $227,151 - 250,000 356 $85,916,218.67 9.5292% $250,001 - 300,000 1,000 $274,999,957.67 30.5009% $300,001 - 350,000 557 $180,872,007.23 20.0609% $350,001 - 400,000 314 $117,643,687.91 13.0481% $400,001 - 450,000 187 $79,511,136.05 8.8188% $450,001 - 600,000 229 $115,302,161.83 12.7884% $600,001 - 650,000 35 $22,468,485.89 2.4920% $650,001 - 1,000,000+ 29 $24,899,614.40 2.7617% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of the Cut-off Date, in Pool 1998-13 is $1,446,425.74. The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of the Cut-off Date, in Pool 1998-13 is $223,357.06. c) The following table sets forth information, as of the Cut-off Date, with respect to the years of origination of the Mortgage Loans in Pool 1998-13: AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE - ----------- ----- ------------ --------- 1992 2 $787,349.98 0.0873% 1993 1 $223,357.06 0.0248% 1994 1 $240,500.00 0.0267% 1995 2 $540,000.00 0.0599% 1996 3 $931,605.99 0.1033% 1997 15 $5,369,305.14 0.5955% 1998 2,683 $893,521,151.48 99.1025% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% 5 d) The following table sets forth information, as of the Cut-off Date, with respect to the loan-to-value ratios of the Mortgage Loans at origination in Pool 1998-13: LOAN- AGGREGATE % OF TO-VALUE BALANCES POOL BY RATIO AT # OF AS OF AGGREGATE ORIGINATION LOANS CUT-OFF DATE BALANCE ----------- ----- ------------ --------- 00.000 - 50.00 93 $34,633,371.15 3.8413% 50.001 - 60.00 156 $58,875,423.85 6.5300% 60.001 - 70.00 367 $135,570,859.10 15.0365% 70.001 - 75.00 407 $140,750,624.60 15.6110% 75.001 - 80.00 1,283 $416,726,409.63 46.2200% 80.001 - 85.00 45 $13,417,388.98 1.4882% 85.001 - 90.00 213 $63,972,988.38 7.0954% 90.001 - 95.00 143 $37,666,203.96 4.1776% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% e) The following table sets forth information, as of the Cut-off Date, with respect to the type of Mortgaged Properties securing the Mortgage Loans in Pool 1998-13: AGGREGATE % OF BALANCES POOL BY TYPE OF # OF AS OF AGGREGATE DWELLING LOANS CUT-OFF DATE BALANCE - -------- ----- ------------ --------- Single-family detached 2,461 $820,537,144.14 91.0077% Single-family attached 115 $37,060,750.21 4.1105% Condominium 97 $29,817,290.61 3.3071% 2 - 4 Family Units 24 $9,880,216.97 1.0958% Co-op 10 $4,317,867.72 0.4789% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% f) The following table sets forth information, as of the Cut-off Date, with respect to the occupancy status of the Mortgaged Properties securing the Mortgage Loans as represented by the mortgagors at origination in Pool 1998-13: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE OCCUPANCY LOANS CUT-OFF DATE BALANCE - --------- ----- ------------ --------- Owner Occupied 2,656 $885,799,046.46 98.2460% Vacation 39 $12,462,209.47 1.3822% Investment 12 $3,352,013.72 0.3718% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% 6 g) The following table sets forth information, as of the Cut-off Date, with respect to the geographic distribution of the Mortgaged Properties securing the Mortgage Loans in Pool 1998-13: AGGREGATE % OF BALANCES POOL BY # OF AS OF AGGREGATE STATE LOANS CUT-OFF DATE BALANCE - ----- ----- ------------ --------- Alabama 3 $1,243,431.54 0.1379% Arizona 32 $10,231,860.62 1.1348% Arkansas 8 $2,633,549.92 0.2921% California 1,348 $449,919,071.41 49.9014% Colorado 54 $18,958,247.91 2.1027% Connecticut 66 $23,198,352.62 2.5730% Delaware 1 $323,884.30 0.0359% District Of Columbia 16 $5,524,590.44 0.6127% Florida 46 $16,056,719.11 1.7809% Georgia 59 $19,162,685.01 2.1254% Hawaii 1 $478,000.00 0.0530% Illinois 88 $28,843,323.54 3.1991% Indiana 5 $1,602,372.62 0.1777% Iowa 1 $333,319.73 0.0370% Kansas 3 $806,572.15 0.0895% Kentucky 6 $2,524,154.60 0.2800% Louisiana 12 $4,505,733.68 0.4997% Maine 1 $470,000.00 0.0521% Maryland 89 $28,687,213.85 3.1818% Massachusetts 169 $56,745,717.74 6.2938% Michigan 22 $7,569,974.18 0.8396% Minnesota 17 $5,649,930.02 0.6266% Missouri 10 $3,234,567.92 0.3588% Nebraska 1 $839,344.71 0.0931% Nevada 11 $3,101,917.79 0.3440% New Hampshire 9 $2,839,257.16 0.3149% New Jersey 135 $44,610,365.43 4.9478% New Mexico 4 $1,097,387.71 0.1217% New York 98 $34,746,571.22 3.8538% North Carolina 26 $8,412,509.59 0.9331% Ohio 18 $5,694,520.40 0.6316% Oklahoma 2 $512,644.95 0.0569% Oregon 13 $4,344,701.93 0.4819% Pennsylvania 64 $21,352,496.36 2.3683% Rhode Island 7 $2,294,482.70 0.2545% South Carolina 6 $1,892,850.49 0.2099% Tennessee 2 $697,967.25 0.0774% Texas 54 $17,639,726.55 1.9565% Utah 7 $2,741,697.23 0.3041% Vermont 1 $247,639.86 0.0275% Virginia 88 $26,214,910.26 2.9076% 7 Washington 81 $26,503,292.87 2.9395% Wisconsin 22 $6,860,908.95 0.7610% Wyoming 1 $264,803.33 0.0294% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% 8 h) The following table sets forth information, as of the Cut-off Date, with respect to the maturity dates of the Mortgage Loans in Pool 1998-13: AGGREGATE % OF BALANCES POOL BY YEAR OF # OF AS OF AGGREGATE MATURITY LOANS CUT-OFF DATE BALANCE -------- ----- ------------ --------- 2018 15 $4,995,034.66 0.5540% 2023 6 $1,831,570.89 0.2031% 2025 1 $591,507.74 0.0656% 2026 5 $1,472,593.25 0.1633% 2027 12 $4,317,523.30 0.4789% 2028 2,668 $888,405,039.81 98.5351% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% The weighted average scheduled remaining term to maturity of the Mortgage Loans in Pool 1998-13 calculated as of the Cut-off Date is 359 months. i) The following table sets forth information, as of the Cut-off Date, with respect to the purpose of the Mortgage Loans in Pool 1998-13: AGGREGATE % OF BALANCES POOL BY PURPOSE # OF AS OF AGGREGATE OF LOAN LOANS CUT-OFF DATE BALANCE - ------- ----- ------------ --------- Purchase 1,398 $454,423,103.81 50.4011% Rate Term/Refinance 997 $337,023,677.48 37.3801% Cash-out Refinance 312 $110,166,488.36 12.2188% ----- --------------- --------- Total 2,707 $901,613,269.65 100.0000% 9 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. 1.1 The Underwriting Agreement, dated as of April 24, 1995, and the related Terms Agreement, dated as of August 24, 1998, for certain of the Series 1998-13 Certificates between GE Capital Mortgage Services, Inc. and Paine Webber Incorporated 4.1 The Pooling and Servicing Agreement for the Series 1998-13 Certificates, dated as of August 1, 1998, between GE Capital Mortgage Services, Inc., as seller and servicer, and State Street Bank and Trust Company, as trustee. 10 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 thereunto duly authorized. GE Capital Mortgage Services, Inc. By: /s/ Syed W. Ali ----------------------------- Name: Syed W. Ali Title: Vice President Dated as of August 27, 1998 11 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 thereunto duly authorized. GE Capital Mortgage Services, Inc. By: ----------------------------- Name: Syed W. Ali Title: Vice President Dated as of August 27, 1998 12 EXHIBIT INDEX The exhibits are being filed herewith: - ----------------------------------------------------------------- EXHIBIT NO. DESCRIPTION PAGE - ----------------------------------------------------------------- 1.1 The Underwriting Agreement, dated as of April 24, 1995, and the related Terms Agreement, dated as of August 24, 1998, for certain of the Series 1998-13 Certificates between GE Capital Mortgage Services, Inc.and Paine Webber Incorporated. 4.1 The Pooling and Servicing Agreement for the Series 1998-13 Certificates, dated as of August 1, 1998, between GE Capital Mortgage Services, Inc., as seller and servicer, and State Street Bank and Trust Company, as trustee. - -----------------------------------------------------------------