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) June 24, 1999
GE CAPITAL MORTGAGE SERVICES, INC.
(as Seller and Servicer under the Pooling and
Servicing Agreement, dated as of June 1, 1999,
providing for the issuance of REMIC Mortgage
Pass-Through Certificates, Series 1999-13)
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 June 24, 1999, GE Capital Mortgage Services, Inc. ("GECMSI") offered
to investors certain classes of its REMIC Mortgage Pass-Through Certificates,
Series 99-13 (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 99-13") 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 April 22, 1999
as supplemented by the Prospectus Supplement dated June 22, 1999.
The original principal balance of each Class of the Certificates is as follows:
Class A1 $40,926,000.00
Class A2 $14,475,476.00
Class A3 $47,710,557.00
Class A4 $4,053,134.00
Class A5 $2,551,890.00
Class A6 $4,712,416.00
Class A7 $2,000,000.00
Class A8 $29,000,000.00
Class A9 $138,655,000.00
Class A10 $29,000,000.00
Class A11 $100,000,000.00
Class A12 $20,707,000.00
Class A13 $3,448,000.00
Class A14 $676,358.00
Class A15 $4,204,000.00
Class A16 $1,140,642.00
Class A17 $33,845,000.00
Class R $100.00
Class M $10,483,000.00
Class B1 $3,737,000.00
Class B2 $2,242,000.00
Class B3 $2,491,000.00
Class B4 $996,000.00
Class B5 $1,247,906.29
Class PO $448,236.45
Total : $498,750,715.74
The initial Junior Percentage and initial Senior Percentage for Pool 99-13 are
approximately 4.25% and 95.75%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 99-13 as of
the initial issuance of the Certificates are $185,966.00, $4,987,507.00 and
$4,987,507.00, respectively, representing approximately .0400%, 1.0000%, and
1.0000%, respectively, of the aggregate Scheduled Principal Balances of the
Mortgage Loans as of June 1, 1999 (the "Cut-off Date").
Description of the Mortgage Pool and the Mortgaged Properties
- -------------------------------------------------------------
Pool 99-13
- ----------
Pool 99-13 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 $498,750,715.74.
The interest rates (the "Mortgage Rates") borne by the 1,477 Mortgage Loans
conveyed by GECMSI to Pool 99-13 range from 6.2500% to 9.2500% and the weighted
average Mortgage Rate as of the Cut-off Date is 7.1635% 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 99-13 ranged from $35,000.00 to
$1,600,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 99-13 is $337,678.21, 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 99-13 is April 5, 1994, and the latest
scheduled maturity date of any such Mortgage Loan is June 1, 2029. The weighted
average loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool
99-13 is 75.0164%.
The Mortgage Loans in Pool 99-13 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 99-13:
MORTGAGE # OF AGGREGATE BALANCES % OF POOL BY
RATES LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
----- ----- ------------------ -----------------
6.2500% 1 $299,715.35 0.0601%
6.3750% 4 $1,289,119.18 0.2585%
6.5000% 18 $6,234,156.64 1.2500%
6.6250% 30 $10,146,315.49 2.0343%
6.7500% 60 $18,931,987.91 3.7959%
6.8750% 171 $57,694,749.53 11.5679%
6.8800% 1 $294,850.00 0.0591%
7.0000% 295 $99,208,141.70 19.8912%
7.1250% 236 $82,181,298.26 16.4774%
7.2500% 283 $95,248,304.21 19.0974%
7.3750% 177 $60,369,921.54 12.1042%
7.5000% 109 $36,436,476.55 7.3055%
7.6250% 37 $12,029,987.82 2.4120%
7.7500% 22 $6,967,418.34 1.3970%
7.8750% 11 $2,969,368.01 0.5954%
8.0000% 5 $1,942,622.57 0.3895%
8.1250% 5 $1,493,600.00 0.2995%
8.2500% 3 $1,335,784.74 0.2678%
8.3750% 3 $1,534,000.00 0.3076%
8.5000% 2 $933,068.15 0.1871%
8.8750% 2 $628,000.00 0.1259%
9.0000% 1 $324,000.00 0.0650%
9.2500% 1 $257,829.75 0.0517%
Total 1,477 $498,750,715.74 100.0000%
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
99-13 :
ORIGINAL # OF LOANS AGGREGATE BALANCES % OF POOL BY
BALANCES AS OF CUT-OFF DATE AGGREGATE BAL.
-------- ---------- ------------------ --------------
$ 0 - 227,150 88 $12,792,822.56 2.5650%
$227,151 - 250,000 64 $15,496,374.48 3.1070%
$250,001 - 300,000 526 $145,491,022.03 29.1711%
$300,001 - 350,000 320 $104,069,544.83 20.8660%
$350,001 - 400,000 190 $71,048,003.31 14.2452%
$400,001 - 450,000 99 $41,806,685.07 8.3823%
$450,001 - 600,000 144 $73,506,966.99 14.7382%
$600,001 - 650,000 27 $17,271,561.72 3.4630%
$650,001 - 1,000,000 + 19 $17,267,734.75 3.4622%
Total 1,477 $498,750,715.74 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 99-13 is $1,598,812.56.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 99-13 is $35,000.00.
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 99-13:
YEAR OF ORIGINATION # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
- ------------------- ---------- ------------------ -----------------
1994 1 $264,000.00 0.0529%
1997 1 $397,377.15 0.0797%
1998 21 $7,358,925.60 1.4755%
1999 1,454 $490,730,412.99 98.3919%
Total 1,477 $498,750,715.74 100.0000%
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 99-13:
LOAN-TO-VALUE
RATIO AT # OF AGGREGATE BALANCES % OF POOL BY
ORIGINATION LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ----------- ----- ------------------ -----------------
00.000 - 50.00 61 $21,514,670.66 4.3137%
50.001 - 60.00 83 $29,485,865.59 5.9119%
60.001 - 70.00 187 $67,568,191.03 13.5475%
70.001 - 75.00 198 $70,238,481.27 14.0829%
75.001 - 80.00 732 $247,266,862.23 49.5773%
80.001 - 85.00 33 $10,525,202.88 2.1103%
85.001 - 90.00 109 $33,449,189.15 6.7066%
90.001 - 95.00 74 $18,702,252.93 3.7498%
Total 1,477 $498,750,715.74 100.0000%
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 99-13:
TYPE OF DWELLING # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
- ---------------- ---------- ------------------ -----------------
Single-family detached 1,364 $465,579,732.91 93.3492%
Single-family attached 17 $4,322,703.92 0.8667%
Condominium 49 $14,159,467.35 2.8390%
2 - 4 Family Units 36 $12,538,498.69 2.5140%
Co-op 11 $2,150,312.87 0.4311%
Total 1,477 $498,750,715.74 100.0000%
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
99-13:
# OF LOANS AGGREGATE BALANCES % OF POOL BY
OCCUPANCY AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------- ---------- ------------------ -----------------
Owner Occupied 1,439 $487,135,826.52 97.6712%
Vacation 22 $6,642,823.68 1.3319%
Investment 16 $4,972,065.54 0.9969%
Total 1,477 $498,750,715.74 100.0000%
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 99-13:
STATE # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
- ----- ---------- ------------------ -----------------
Alabama 4 $1,282,244.84 0.2571%
Arizona 32 $10,278,454.81 2.0608%
Arkansas 4 $1,440,283.47 0.2888%
California 651 $223,594,620.14 44.8310%
Colorado 47 $15,668,050.68 3.1415%
Connecticut 26 $10,534,822.99 2.1122%
Delaware 4 $1,522,067.36 0.3052%
District Of Columbia 8 $2,430,893.68 0.4874%
Florida 24 $6,579,252.39 1.3191%
Georgia 55 $19,153,042.05 3.8402%
Hawaii 2 $835,600.10 0.1675%
Idaho 1 $427,000.00 0.0856%
Illinois 56 $19,116,301.80 3.8328%
Indiana 6 $2,048,014.75 0.4106%
Iowa 3 $856,760.65 0.1718%
Kansas 1 $334,000.00 0.0670%
Kentucky 3 $857,400.00 0.1719%
Louisiana 1 $359,712.11 0.0721%
Maine 3 $605,661.39 0.1214%
Maryland 58 $20,256,551.57 4.0615%
Massachusetts 71 $23,077,756.18 4.6272%
Michigan 4 $1,854,426.84 0.3718%
Minnesota 4 $1,337,035.47 0.2681%
Mississippi 1 $344,000.00 0.0690%
Missouri 12 $4,248,492.35 0.8518%
Nebraska 1 $317,739.34 0.0637%
Nevada 8 $2,369,098.58 0.4750%
New Hampshire 5 $1,564,734.50 0.3137%
New Jersey 91 $31,093,567.49 6.2344%
New Mexico 4 $1,424,938.26 0.2857%
New York 38 $11,962,028.42 2.3984%
North Carolina 11 $3,544,283.53 0.7106%
Ohio 12 $4,085,863.00 0.8192%
Oregon 28 $9,085,133.13 1.8216%
Pennsylvania 31 $9,881,874.40 1.9813%
Rhode Island 1 $319,762.52 0.0641%
South Carolina 4 $1,207,026.90 0.2420%
South Dakota 1 $255,790.16 0.0513%
Tennessee 4 $1,540,100.00 0.3088%
Texas 31 $10,226,440.99 2.0504%
Utah 11 $3,168,432.77 0.6353%
Vermont 1 $280,000.00 0.0561%
Virginia 52 $16,519,908.43 3.3123%
Washington 57 $19,225,013.93 3.8546%
Wisconsin 5 $1,636,533.77 0.3281%
Total 1,477 $498,750,715.74 100.0000%
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 99-13:
YEAR OF MATURITY # OF LOANS AGGREGATE BALANCES % OF POOL BY
AS OF CUT-OFF DATE AGGREGATE BALANCE
- ---------------- ---------- ------------------ -----------------
2019 21 $6,473,379.60 1.2979%
2024 6 $2,437,070.82 0.4886%
2028 17 $6,866,424.98 1.3767%
2029 1,433 $482,973,840.34 96.8368%
Total 1,477 $498,750,715.74 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 99-13 calculated as of the Cut-off Date is 357.29 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 99-13:
# OF LOANS AGGREGATE BALANCES % OF POOL BY
PURPOSE OF LOAN AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------- ---------- ------------------ -----------------
Purchase 722 $242,172,108.33 48.5557%
Rate Term/Refinance 492 $166,760,295.47 33.4356%
Cash-out Refinance 263 $89,818,311.94 18.0087%
Total 1,477 $498,750,715.74 100.0000%
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 June 22, 1999, for certain of the
Series 1999-13 Certificates between GE Capital Mortgage Services, Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
4.1 The Pooling and Servicing Agreement for the Series 1999-13
Certificates, dated as of June 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 June 24, 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: /s/ Syed W. Ali
-----------------------------
Name: Syed W. Ali
Title: Vice President
Dated as of June 24, 1999
EXHIBIT INDEX
The exhibits are being filed herewith:
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
1.1 The Underwriting Agreement, dated as of
January 22, 1998, and the related Terms
Agreement, dated as of June 22, 1999,
for certain of the Series 1999-13
Certificates between GE Capital Mortgage
Services, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
4.1 The Pooling and Servicing Agreement for
the Series 1999-13 Certificates, dated
as of June 1, 1999, between GE Capital
Mortgage Services, Inc., as seller and
servicer, and State Street Bank and
Trust Company, as trustee.