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) January 28, 1999
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of January 1, 1999,
providing for the issuance of REMIC Multi-Class
Pass-Through Certificates, Series 1999-1)
GE Capital Mortgage Services, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 33-5042 21-0627285
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 January 28, 1999, GE Capital Mortgage Services, Inc. ("GECMSI") offered to
investors certain classes of its REMIC Multi-Class Pass-Through Certificates,
Series 1999-1 (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 1999-1") 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 October 22,
1998 as supplemented by the Prospectus Supplement dated January 21, 1999.
The original principal balance of each Class of the Certificates is as follows:
Class A1 $67,565,789.00
Class A2 $571,282,002.00
Class A3 $1,400,000.00
Class A4 $8,341,146.00
Class A5 $7,568,854.00
Class A6 $3,500,000.00
Class A7 $2,100,000.00
Class A8 $1,400,000.00
Class A9 $1,400,000.00
Class A10 $1,400,000.00
Class A11 $1,400,000.00
Class A12 $3,000,000.00
Class A13 $3,300,000.00
Class A14 $1,000,000.00
Class A15 $1,000,000.00
Class R $100.00
Class PO $987,918.87
Class M $13,039,528.00
Class B1 $5,638,715.00
Class B2 $3,171,777.00
Class B3 $3,171,777.00
Class B4 $1,409,678.00
Class B5 $1,762,101.12
Total: $704,839,385.99
The initial Junior Percentage and initial Senior Percentage for Pool 1999-1 are
approximately 4.00% and 96.00%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1999-1 as of
the initial issuance of the Certificates are $234,320.00, $7,048,394.00 and
$7,048,394.00, respectively, representing approximately .0300%, 1.0000%, and
1.0000%, respectively, of the aggregate Scheduled Principal Balances of the
Mortgage Loans as of January 1, 1999 (the "Cut-off Date").
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1999-1
Pool 1999-1 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 $704,839,385.99.
The interest rates (the "Mortgage Rates") borne by the 2,128 Mortgage Loans
conveyed by GECMSI to Pool 1999-1 range from 6.0000% to 9.7500% and the weighted
average Mortgage Rate as of the Cut-off Date is 7.1978% 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 1999-1 ranged from $40,000.00 to
$1,455,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-1 is $331,221.52, 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 1999-1 is March 1991, and the latest scheduled
maturity date of any such Mortgage Loan is January 2029. The weighted average
loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool 1999-1
is 74.1576%.
The Mortgage Loans in Pool 1999-1 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 1999-1:
MORTGAGE AGGREGATE BALANCES % OF POOL BY
RATES # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----- ---------- ------------------ -----------------
6.0000% 2 $1,028,209.26 0.1459%
6.2500% 7 $2,297,910.08 0.3260%
6.3750% 6 $1,824,842.38 0.2589%
6.5000% 30 $10,638,354.12 1.5093%
6.6250% 49 $16,538,997.12 2.3465%
6.7500% 125 $42,357,277.70 6.0095%
6.8750% 250 $84,413,117.71 11.9762%
7.0000% 285 $96,238,049.00 13.6539%
7.1250% 292 $99,523,957.41 14.1201%
7.1500% 2 $854,305.35 0.1212%
7.2000% 1 $172,976.95 0.0245%
7.2500% 343 $114,877,694.10 16.2985%
7.3000% 1 $39,383.97 0.0056%
7.3500% 4 $440,691.08 0.0625%
7.3750% 275 $93,593,744.94 13.2787%
7.4000% 1 $39,783.98 0.0056%
7.5000% 180 $62,689,208.64 8.8941%
7.5500% 2 $273,558.53 0.0388%
7.6000% 6 $478,702.18 0.0679%
7.6250% 101 $34,487,555.76 4.8930%
7.6500% 6 $674,199.55 0.0957%
7.7000% 1 $191,023.12 0.0271%
7.7500% 57 $16,559,631.88 2.3494%
7.8000% 4 $433,128.82 0.0615%
7.8500% 2 $89,555.46 0.0127%
7.8750% 37 $10,888,570.44 1.5448%
8.0000% 4 $1,149,247.64 0.1631%
8.1250% 2 $570,626.47 0.0810%
8.2000% 1 $49,769.83 0.0071%
8.2500% 3 $837,602.12 0.1188%
8.3750% 2 $1,072,478.12 0.1522%
8.5000% 9 $1,976,340.66 0.2804%
8.6250% 5 $1,196,599.33 0.1698%
8.7500% 4 $807,743.58 0.1146%
8.8750% 2 $367,506.63 0.0521%
9.0000% 8 $1,480,746.32 0.2101%
9.1250% 6 $1,054,568.37 0.1496%
9.2500% 2 $397,255.65 0.0564%
9.3750% 4 $775,526.97 0.1100%
9.5000% 5 $837,665.15 0.1188%
9.7500% 2 $621,279.62 0.0881%
Total 2,128 $704,839,385.99 100.0000%
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 1999-1:
ORIGINAL AGGREGATE BALANCES % OF POOL BY
BALANCES # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
-------- ---------- ------------------ -----------------
$ 0 - 227,150 173 $25,995,633.90 3.6882%
$227,151 - 250,000 160 $38,943,711.21 5.5252%
$250,001 - 300,000 752 $206,793,303.07 29.3390%
$300,001 - 350,000 418 $135,402,080.60 19.2103%
$350,001 - 400,000 256 $96,084,339.98 13.6321%
$400,001 - 450,000 132 $56,035,234.81 7.9501%
$450,001 - 600,000 147 $75,218,798.64 10.6718%
$600,001 - 650,000 33 $20,858,867.07 2.9594%
$650,001 - 1,000,000 + 57 $49,507,416.71 7.0239%
Total 2,128 $704,839,385.99 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-1 is $1,449,532.99.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-1 is $39,383.97.
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 1999-1:
YEAR OF AGGREGATE BALANCES % OF POOL BY
ORIGINATION # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----------- ---------- ------------------ -----------------
1991 10 $2,066,258.17 0.2932%
1992 31 $5,870,969.23 0.8329%
1993 4 $937,815.57 0.1331%
1995 1 $286,312.36 0.0406%
1996 4 $1,048,458.82 0.1488%
1997 6 $2,434,894.94 0.3455%
1998 2,072 $692,194,676.90 98.2059%
Total 2,128 $704,839,385.99 100.0000%
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 1999-1:
LOAN-TO-VALUE RATIO AGGREGATE BALANCES % OF POOL BY
AT ORIGINATION # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ----------------- ---------- ------------------ -----------------
00.000 - 50.00 88 $30,987,797.56 4.3964%
50.001 - 60.00 136 $51,428,693.27 7.2965%
60.001 - 70.00 344 $127,264,654.43 18.0558%
70.001 - 75.00 307 $102,411,785.61 14.5298%
75.001 - 80.00 943 $305,805,820.70 43.3867%
80.001 - 85.00 35 $10,413,880.04 1.4775%
85.001 - 90.00 160 $46,766,338.81 6.6350%
90.001 - 95.00 115 $29,760,415.57 4.2223%
Total 2,128 $704,839,385.99 100.0000%
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 1999-1:
AGGREGATE BALANCES % OF POOL BY
TYPE OF DWELLING # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
---------------- ---------- ------------------ -----------------
Single-family detached 1,889 $635,125,402.02 90.1093%
Single-family attached 44 $13,030,661.37 1.8487%
Condominium 177 $50,982,788.66 7.2332%
2 - 4 Family Units 17 $5,461,592.89 0.7749%
Co-op 1 $238,941.05 0.0339%
Total 2,128 $704,839,385.99 100.0000%
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
1999-1:
AGGREGATE BALANCES % OF POOL BY
OCCUPANCY # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
--------- ---------- ------------------ -----------------
Owner Occupies 2,084 $692,326,690.19 98.2248%
Vacation 31 $9,529,734.14 1.3520%
Investment 13 $2,982,961.66 0.4232%
Total 2,128 $704,839,385.99 100.0000%
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 1999-1:
AGGREGATE BALANCES % OF POOL BY
STATE # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----- ---------- ------------------ -----------------
Alabama 4 $1,294,020.37 0.1836%
Arizona 28 $8,333,321.80 1.1823%
Arkansas 1 $325,726.12 0.0462%
California 1,041 $350,534,369.98 49.7323%
Colorado 36 $12,415,556.36 1.7615%
Connecticut 25 $10,745,065.69 1.5245%
Delaware 5 $1,227,247.67 0.1741%
District Of Columbia 7 $2,672,683.78 0.3792%
Florida 100 $30,820,492.46 4.3727%
Georgia 66 $21,900,793.40 3.1072%
Hawaii 8 $4,485,965.59 0.6365%
Idaho 1 $449,079.45 0.0637%
Illinois 37 $10,707,493.96 1.5191%
Indiana 7 $1,752,758.01 0.2487%
Iowa 3 $1,028,017.12 0.1459%
Kentucky 3 $609,097.22 0.0864%
Louisiana 4 $1,041,664.16 0.1478%
Maine 4 $1,584,810.45 0.2248%
Maryland 88 $28,698,818.54 4.0717%
Massachusetts 104 $34,641,329.95 4.9148%
Michigan 47 $15,717,581.99 2.2300%
Minnesota 4 $1,457,511.02 0.2068%
Mississippi 1 $292,318.58 0.0415%
Missouri 4 $1,005,921.77 0.1427%
Nevada 5 $1,423,475.48 0.2020%
New Hampshire 8 $2,548,847.19 0.3616%
New Jersey 109 $34,665,253.96 4.9182%
New Mexico 4 $1,043,771.71 0.1481%
New York 74 $23,711,908.66 3.3642%
North Carolina 15 $4,461,111.50 0.6329%
Ohio 21 $6,722,302.27 0.9537%
Oklahoma 2 $1,158,669.09 0.1644%
Oregon 12 $4,027,329.27 0.5714%
Pennsylvania 46 $14,992,726.71 2.1271%
Rhode Island 2 $513,781.32 0.0729%
South Carolina 10 $3,592,329.89 0.5097%
Tennessee 10 $3,646,129.54 0.5173%
Texas 38 $10,548,871.63 1.4966%
Utah 2 $1,739,714.65 0.2468%
Vermont 1 $338,129.38 0.0480%
Virginia 103 $33,498,872.10 4.7527%
Washington 36 $12,114,774.95 1.7188%
Wisconsin 2 $349,741.25 0.0496%
Total 2,128 $704,839,385.99 100.0000%
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 1999-1:
YEAR OF AGGREGATE BALANCES % OF POOL BY
MATURITY # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- -------- ---------- ------------------ -----------------
2018 9 $2,920,926.66 0.4144%
2019 7 $2,120,950.00 0.3009%
2020 1 $302,510.89 0.0429%
2021 4 $648,847.49 0.0921%
2022 39 $7,876,938.90 1.1175%
2023 8 $2,904,350.51 0.4121%
2024 10 $3,106,816.21 0.4408%
2025 3 $841,299.07 0.1194%
2026 6 $1,843,893.86 0.2616%
2027 18 $5,685,483.64 0.8066%
2028 1,417 $471,541,886.07 66.9006%
2029 606 $205,045,482.69 29.0911%
Total 2,128 $704,839,385.99 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-1 calculated as of the Cut-off Date is 356 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 1999-1:
PURPOSE OF AGGREGATE BALANCES % OF POOL BY
LOAN # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
---- ---------- ------------------ -----------------
Purchase 999 $317,065,428.78 44.9841%
Rate Term/Refinance 819 $288,426,566.53 40.9209%
Cash-out Refinance 310 $99,347,390.68 14.0950%
Total 2,128 $704,839,385.99 100.0000%
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
1.1 The Underwriting Agreement, dated as of January 22, 1998, and the related
Terms Agreement, dated as of January 21, 1999, for certain of the Series
1999-1 Certificates between GE Capital Mortgage Services, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
4.1 The Pooling and Servicing Agreement for the Series 1999-1 Certificates,
dated as of January 1, 1999, between GE Capital Mortgage Services, Inc., as
seller and servicer, and State Street Bank and Trust Company, as trustee.
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: Syed W. Ali
-----------
Name: Syed W. Ali
Title: Vice President
Dated as of January 28, 1999
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: Syed W. Ali
-----------
Name: Syed W. Ali
Title: Vice President
Dated as of January 28, 1999
EXHIBIT INDEX
The exhibits are being filed herewith:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1.1 The Underwriting Agreement, dated as of January 22, 1998, and the related
Terms Agreement, dated as of January 21, 1999, for certain of the Series
1999-1 Certificates between GE Capital Mortgage Services, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
4.1 The Pooling and Servicing Agreement for the Series 1999-1 Certificates,
dated as of January 1, 1999, between GE Capital Mortgage Services, Inc., as
seller and servicer, and State Street Bank and Trust Company, as trustee.