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 25, 1999
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of March 1, 1999,
providing for the issuance of REMIC Mortgage
Pass-Through Certificates, Series 1999-03)
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 March 25, 1999, GE Capital Mortgage Services, Inc. ("GECMSI") offered to
investors certain classes of its REMIC Mortgage Pass-Through Certificates,
Series 1999-03 (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 1999-03") 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 March
12, 1999 as supplemented by the prospectus supplement dated March 25, 1999.
The original principal balance of each class of the Certificates is as follows:
Class A1 $134,000,000.00
Class A2 $5,456,000.00
Class A3 $21,053,083.00
Class A4 $8,475,917.00
Class A5 $50,000,000.00
Class A6 $3,000,000.00
Class A7 $3,000,000.00
Class A8 $2,000,000.00
Class A9 $2,000,000.00
Class A10 $2,461,000.00
Class A11 $1,968,000.00
Class A12 $1,968,000.00
Class A13 $1,968,000.00
Class A14 $1,478,000.00
Class A15 $127,000,000.00
Class A16 $76,424,000.00
Class A17 $12,119,000.00
Class A18 $25,000,000.00
Class R $100.00
Class M $9,251,500.00
Class B1 $3,750,600.00
Class B2 $2,250,300.00
Class B3 $2,500,400.00
Class B4 $1,000,200.00
Class B5 $1,251,200.14
Total : $499,175,300.14
The initial Junior Percentage and initial Senior Percentage for Pool 1999-03 are
approximately 4.01% and 95.99%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1999-03 as of
the initial issuance of the Certificates are $157,753.00, $5,000,825.00 and
$6,352,015.00, respectively, representing approximately .03%, 1.00%, and 1.27%,
respectively, of the aggregate Scheduled Principal Balances of the Mortgage
Loans as of March 1, 1999 (the "Cut-off Date").
Description of the Mortgage Pool and the Mortgaged Properties
Pool 1999-03
Pool 1999-03 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 $500,082,530.94.
The interest rates (the "Mortgage Rates") borne by the 1450 Mortgage Loans
conveyed by GECMSI to Pool 1999-03 range from 5.8750% to 9.0000% and the
weighted average Mortgage Rate as of the Cut-off Date is 7.1701% 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 1999-03 ranged from $238,000.00 to
$1,000,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-03 is $344,884.50, 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 1999-03 is November 1997, and the latest
scheduled maturity date of any such Mortgage Loan is February 2029. The weighted
average loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool
1999-03 is 73.3227%.
The Mortgage Loans in Pool 1999-03 have the following characteristics as of the
Cut-off Date.
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 1999-03:
MORTGAGE # OF LOANS AGGREGATE BALANCES % OF POOL BY
RATES AS OF CUT-OFF DATE AGGREGATE BALANCE
5.8750% 1 $397,940.80 0.0796%
6.1250% 1 $247,017.65 0.0494%
6.2500% 1 $258,009.29 0.0516%
6.3750% 8 $2,317,470.14 0.4634%
6.5000% 32 $11,369,873.81 2.2736%
6.6250% 33 $11,564,529.41 2.3125%
6.7500% 87 $31,564,959.63 6.3120%
6.8750% 175 $59,519,895.83 11.9020%
6.9000% 3 $899,954.15 0.1800%
7.0000% 238 $83,631,779.50 16.7234%
7.0500% 4 $1,779,659.23 0.3559%
7.1000% 7 $2,557,786.82 0.5115%
7.1250% 190 $62,876,040.12 12.5731%
7.1500% 2 $602,060.24 0.1204%
7.2500% 205 $68,359,428.67 13.6696%
7.3000% 3 $840,861.02 0.1681%
7.3250% 1 $363,438.79 0.0727%
7.3500% 2 $618,085.98 0.1236%
7.3750% 174 $60,370,430.00 12.0721%
7.4000% 1 $299,083.00 0.0598%
7.4500% 1 $288,025.65 0.0576%
7.5000% 134 $46,496,462.58 9.2978%
7.5500% 1 $283,353.99 0.0567%
7.6000% 1 $317,460.83 0.0635%
7.6250% 72 $24,619,477.06 4.9231%
7.7500% 43 $15,944,276.33 3.1883%
7.8750% 13 $4,313,868.13 0.8626%
8.0000% 7 $2,623,588.20 0.5246%
8.1250% 4 $1,714,071.18 0.3428%
8.2500% 3 $974,014.57 0.1948%
8.3750% 1 $586,467.51 0.1173%
8.6250% 1 $746,114.77 0.1492%
9.0000% 1 $737,046.06 0.1474%
Total 1,450 $500,082,530.94 100.0000%
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
1999-03:
ORIGINAL # OF LOANS AGGREGATE BALANCES % OF POOL BY
BALANCES AS OF CUT-OFF DATE AGREGATE BALANCE
$227,151 - 250,000 62 $15,229,534.14 3.0454%
$250,001 - 300,000 576 $158,981,621.89 31.7912%
$300,001 - 350,000 343 $111,376,593.91 22.2716%
$350,001 - 400,000 180 $67,550,831.69 13.5079%
$400,001 - 450,000 105 $44,931,737.98 8.9849%
$450,001 - 600,000 139 $70,479,250.75 14.0935%
$600,001 - 650,000 29 $18,415,634.87 3.6825%
$650,001 - 1,000,000 + 16 $13,117,325.71 2.6230%
Total 1,450 $500,082,530.94 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-03 is $998,473.47.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-03 is $237,598.63.
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 1999-03:
YEAR OF ORIGINATION # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
>
1997 1 $260,310.76 0.0521%
1998 1,089 $373,937,987.40 74.7752%
1999 360 $125,884,232.78 25.1727%
Total 1,450 $500,082,530.94 100.0000%
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 1999-03:
LOAN-TO-VALUE
RATIO AT ORIGINATION # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
00.000 - 50.00 69 $26,970,485.26 5.3932%
50.001 - 60.00 93 $34,991,833.73 6.9972%
60.001 - 70.00 $89,269,401.12 17.8509%
238
70.001 - 75.00 $85,928,644.60 17.1829%
245
75.001 - 80.00 $207,341,355.39 41.4615%
617
80.001 - 85.00 23 $7,285,737.68 1.4569%
85.001 - 90.00 $35,002,271.84 6.9993%
115
90.001 - 95.00 50 $13,292,801.32 2.6581%
Total 1,450 $500,082,530.94 100.0000%
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 1999-03:
TYPE OF DWELLING # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
Single-family detached 1,346 $465,021,174.77 92.9888%
Single-family attached 39 $13,261,598.32 2.6519%
Condominium 49 $15,825,992.52 3.1647%
2 - 4 Family Units 15 $5,710,360.96 1.1419%
Co-op 1 $263,404.37 0.0527%
Total 1,450 $500,082,530.94 100.0000%
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 1999-03:
AGGREGATE BALANCES % OF POOL BY
OCCUPANCY # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
Owner Occupied 1,424 $491,672,835.98 98.3184%
Vacation 23 $7,472,865.02 1.4943%
Investment 3 $936,829.94 0.1873%
Total 1,450 $500,082,530.94 100.0000%
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 1999-03:
AGGREGATE BALANCES % OF POOL BY
STATE # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
Alabama 7 $2,376,359.47 0.4752%
Arizona 42 $13,609,950.94 2.7215%
Arkansas 1 $274,547.86 0.0549%
California 719 $248,148,241.13 49.6214%
Colorado 50 $16,182,372.17 3.2359%
Connecticut 11 $4,603,100.12 0.9205%
Delaware 2 $546,473.05 0.1093%
District Of Columbia 3 $842,320.45 0.1684%
Florida 53 $20,260,816.85 4.0515%
Georgia 26 $8,349,884.99 1.6697%
Hawaii 6 $3,287,297.38 0.6574%
Idaho 2 $524,949.28 0.1050%
Illinois 44 $14,612,649.37 2.9221%
Indiana 8 $2,595,847.67 0.5191%
Kentucky 2 $652,055.49 0.1304%
Louisiana 1 $256,617.35 0.0513%
Maine 1 $246,719.33 0.0493%
Maryland 54 $18,195,515.23 3.6385%
Massachusetts 84 $28,837,297.30 5.7665%
Michigan 27 $8,669,448.83 1.7336%
Minnesota 10 $3,828,616.58 0.7656%
Missouri 4 $1,692,730.76 0.3385%
Montana 1 $343,788.66 0.0687%
Nevada 5 $1,491,856.17 0.2983%
New Hampshire 3 $859,807.10 0.1719%
New Jersey 45 $16,822,452.23 3.3639%
New Mexico 4 $1,878,156.15 0.3756%
New York 28 $10,582,654.63 2.1162%
North Carolina 24 $7,953,329.84 1.5904%
Ohio 8 $2,186,774.35 0.4373%
Oklahoma 2 $627,890.20 0.1256%
Oregon 7 $2,239,207.15 0.4478%
Pennsylvania 15 $5,444,601.74 1.0887%
Rhode Island 3 $1,255,226.40 0.2510%
South Carolina 6 $1,849,770.37 0.3699%
Tennessee 4 $1,356,659.53 0.2713%
Texas 32 $10,679,755.55 2.1356%
Utah 8 $2,360,529.39 0.4720%
Vermont 2 $625,950.42 0.1252%
Virginia 39 $13,344,251.94 2.6684%
Washington 52 $18,140,778.62 3.6276%
Wisconsin 5 $1,445,278.90 0.2890%
Total 1,450 $500,082,530.94 100.0000%
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 1999-03:
YEAR OF # OF AGGREGATE BALANCES % OF POOL BY
MATURITY LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
2018 9 $2,695,885.03 0.5391%
2019 3 $966,053.45 0.1932%
2022 1 $286,202.91 0.0572%
2023 3 $1,119,381.69 0.2238%
2024 5 $1,510,421.09 0.3020%
2026 2 $598,889.66 0.1198%
2027 7 $2,255,106.62 0.4509%
2028 670 $230,467,261.73 46.0858%
2029 750 $260,183,328.76 52.0282%
Total 1,450 $500,082,530.94 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-03 calculated as of the Cut-off Date is 355.7 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 1999-03:
PURPOSE OF # OF AGGREGATE BALANCES % OF POOL BY
LOAN LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
Purchase 557 $186,378,049.47 37.2695%
Rate Term/Refinance 664 $231,133,440.07 46.2190%
Cash-out Refinance 229 $82,571,041.40 16.5115%
Total 1,450 $500,082,530.94 100.0000%
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
1.1 The Underwriting Agreement, dated as of October 23, 1995, and the related
Terms Agreement, dated as of March 23, 1999, for certain of the Series
1999-03 Certificates between GE Capital Mortgage Services, Inc. and Salomon
Smith Barney Inc.
1.2 The Underwriting Agreement, dated as of April 24, 1995, and the related
Terms Agreement, dated as of March 23, 1999, for certain of the Series
1999-03 Certificates between GE Capital Mortgage Services, Inc. and
PaineWebber Incorporated.
4.1 The Pooling and Servicing Agreement for the Series 1999-03 Certificates,
dated as of March 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: /s/ Syed W. Ali
---------------
Name: Syed W. Ali
Title: Vice President
Dated as of March 25, 1999
EXHIBIT INDEX
The exhibits are being filed herewith:
EXHIBIT NO. DESCRIPTION
1.1 The Underwriting Agreement, dated as of October 23, 1995, and the related
Terms Agreement, dated as of March 23, 1999, for certain of the Series
1999-03 Certificates between GE Capital Mortgage Services, Inc. and Salomon
Smith Barney Inc.
1.2 The Underwriting Agreement, dated as of April 24, 1995, and the related
Terms Agreement, dated as of March 23, 1999, for certain of the Series
1999-03 Certificates between GE Capital Mortgage Services, Inc. and
PaineWebber Incorporated.
4.1 The Pooling and Servicing Agreement for the Series 1999-03 Certificates,
dated as of March 1, 1999, between GE Capital Mortgage Services, Inc., as
seller and servicer, and State Street Bank and Trust Company, as trustee.