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 1999-14)
GE Capital Mortgage Services, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 33-5042 21-0627285
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(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 1999-14 (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 1999-14") 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 21, 1999.
The original principal balance of each Class of the Certificates is as follows:
Class A1 $10,035,000.00
Class A2 $24,220,000.00
Class A3 $30,106,000.00
Class A4 $71,797,000.00
Class A5 $75,264,000.00
Class A6 $19,433,000.00
Class A7 $3,011,000.00
Class A8 $25,043,000.00
Class A9 $30,000,000.00
Class R $100.00
Class PO $203,932.64
Class M $6,345,000.00
Class B1 $2,263,000.00
Class B2 $1,357,000.00
Class B3 $1,508,000.00
Class B4 $603,000.00
Class B5 $757,049.76
Total : $301,946,082.40
The initial Junior Percentage and initial Senior Percentage for Pool 1999-14 are
approximately 4.25% and 95.75%, respectively. The "Bankruptcy Loss Amount," the
"Fraud Loss Amount" and the "Special Hazard Loss Amount" for Pool 1999-14 as of
the initial issuance of the Certificates are $110,800.00, $3,019,461.00 and
$3,019,461.00, 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 1999-14
- ------------
Pool 1999-14 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 $301,946,082.40.
The interest rates (the "Mortgage Rates") borne by the 913 Mortgage Loans
conveyed by GECMSI to Pool 1999-14 range from 6.3750% to 8.6250% and the
weighted average Mortgage Rate as of the Cut-off Date is 7.2159% 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 1999-14 ranged from $41,600.00 to
$1,500,000.00, and, as of the Cut-off Date, the average outstanding Scheduled
Principal Balance of the Mortgage Loans in Pool 1999-14 is $330,718.60, 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 1999-14 is August 1998, and the latest
scheduled maturity date of any such Mortgage Loan is June 2029. The weighted
average loan-to-value ratio of the Mortgage Loans as of the Cut-off Date in Pool
1999-14 is 75.6853%.
The Mortgage Loans in Pool 1999-14 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 1999-14:
MORTGAGE # OF LOANS AGGREGATE BALANCES % OF POOL BY
RATES AS OF CUT-OFF DATE AGGREGATE BALANCE
- ----------- ---------------- ---------------------------- --------------------
6.3750% 2 $720,946.96 0.2388%
6.5000% 10 $3,536,705.01 1.1713%
6.6250% 13 $4,280,256.52 1.4176%
6.7500% 32 $10,419,294.00 3.4507%
6.8750% 80 $27,014,741.20 8.9469%
7.0000% 155 $48,843,386.31 16.1762%
7.1250% 148 $50,080,053.07 16.5858%
7.2500% 169 $55,886,435.73 18.5086%
7.3750% 120 $39,584,500.54 13.1098%
7.5000% 87 $30,128,442.74 9.9781%
7.6250% 38 $12,463,836.54 4.1278%
7.7500% 25 $7,561,225.52 2.5042%
7.8750% 19 $6,424,383.07 2.1277%
8.0000% 9 $2,822,514.07 0.9348%
8.1250% 2 $716,031.30 0.2371%
8.2500% 2 $580,129.82 0.1921%
8.6250% 2 $883,200.00 0.2925%
Total 913 $301,946,082.40 100.0000%
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
1999-14:
ORIGINAL AGGREGATE BALANCES % OF POOL BY
BALANCES # OF LOANS AS OF CUT-OFF DATE AGGREGATE BAL.
- ---------------------- -------------- ------------------ ------------------
$ 0 - 227,150 69 $10,705,025.48 3.5453%
$227,151 - 250,000 37 $9,046,699.32 2.9961%
$250,001 - 300,000 328 $91,307,933.04 30.2399%
$300,001 - 350,000 209 $67,238,513.28 22.2684%
$350,001 - 400,000 108 $40,605,713.50 13.4480%
$400,001 - 450,000 57 $24,102,549.49 7.9824%
$450,001 - 600,000 87 $44,616,548.40 14.7763%
$600,001 - 650,000 9 $5,802,008.45 1.9215%
$650,001 - 1,000,000 + 9 $8,521,091.44 2.8221%
Total 913 $301,946,082.40 100.0000%
The largest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-14 is $1,500,000.00.
The smallest outstanding Scheduled Principal Balance of any Mortgage Loan, as of
the Cut-off Date, in Pool 1999-14 is $41,568.34.
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 1999-14:
AGGREGATE BALANCES % OF POOL BY
YEAR OF ORIGINATION # OF LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ------------------- ---------- ------------------ -----------------
1998 4 $1,134,715.23 0.3758%
1999 909 $300,811,367.17 99.6242%
Total 913 $301,946,082.40 100.0000%
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 1999-14:
LOAN-TO-VALUE
RATIO AT # OF AGGREGATE BALANCES % OF POOL BY
ORIGINATION LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- -------------------- ----- ------------------ -----------------
00.000 - 50.00 30 $9,158,019.01 3.0330%
50.001 - 60.00 56 $17,692,602.41 5.8595%
60.001 - 70.00 $46,154,142.56 15.2856%
121
70.001 - 75.00 $44,274,051.26 14.6629%
124
75.001 - 80.00 $142,641,591.56 47.2407%
436
80.001 - 85.00 13 $4,583,104.27 1.5179%
85.001 - 90.00 85 $25,388,894.03 8.4084%
90.001 - 95.00 48 $12,053,677.30 3.9920%
Total 913 $301,946,082.40 100.0000%
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 1999-14:
TYPE OF # OF AGGREGATE BALANCES % OF POOL BY
DWELLING LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ---------------------- ----- ------------------ -----------------
Single-family detached 828 $273,718,903.91 90.6515%
Single-family attached 17 $6,474,852.23 2.1444%
Condominium 44 $13,966,474.10 4.6255%
2 - 4 Family Units 22 $7,080,852.16 2.3451%
Co-op 2 $705,000.00 0.2335%
Total 913 $301,946,082.40 100.0000%
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 1999-14:
# OF AGGREGATE BALANCES % OF POOL BY
OCCUPANCY LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- -------------- ----- ------------------ -----------------
Owner Occupied 882 $291,835,668.32 96.6516%
Vacation 22 $7,398,991.54 2.4504%
Investment 9 $2,711,422.54 0.8980%
Total 913 $301,946,082.40 100.0000%
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 1999-14:
# OF AGGREGATE BALANCES % OF POOL BY
STATE LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ---------- ----- ------------------ -----------------
Alabama 4 $1,346,585.82 0.4460%
Arizona 13 $3,560,666.98 1.1792%
Arkansas 2 $597,504.75 0.1979%
California 451 $150,573,098.63 49.8675%
Colorado 33 $10,394,262.39 3.4424%
Connecticut 18 $6,019,029.41 1.9934%
Delaware 1 $256,000.00 0.0848%
District Of Columbia 4 $1,054,412.24 0.3492%
Florida 16 $5,127,571.80 1.6982%
Georgia 18 $6,006,454.77 1.9892%
Hawaii 2 $1,496,940.85 0.4958%
Idaho 2 $527,097.17 0.1746%
Illinois 21 $6,524,173.62 2.1607%
Louisiana 2 $687,459.56 0.2277%
Maine 2 $278,600.00 0.0923%
Maryland 28 $8,925,986.75 2.9562%
Massachusetts 44 $15,576,181.34 5.1586%
Michigan 12 $2,955,946.44 0.9790%
Minnesota 8 $2,452,121.68 0.8121%
Mississippi 2 $569,268.40 0.1885%
Missouri 3 $1,127,208.85 0.3733%
Nebraska 1 $469,633.35 0.1555%
Nevada 12 $5,013,198.27 1.6603%
New Hampshire 6 $1,841,330.29 0.6098%
New Jersey 21 $6,872,969.33 2.2762%
New Mexico 3 $1,231,814.90 0.4080%
New York 31 $12,207,850.12 4.0431%
North Carolina 8 $2,143,546.76 0.7099%
Ohio 4 $850,628.21 0.2817%
Oklahoma 3 $1,275,955.92 0.4226%
Oregon 8 $2,228,332.22 0.7380%
Pennsylvania 21 $7,334,505.86 2.4291%
Rhode Island 2 $851,839.30 0.2821%
South Carolina 4 $1,155,833.16 0.3828%
Tennessee 6 $2,257,646.01 0.7477%
Texas 26 $7,510,820.46 2.4875%
Utah 2 $529,980.23 0.1755%
Vermont 4 $1,515,000.00 0.5017%
Virginia 38 $11,636,199.59 3.8537%
Washington 24 $7,899,264.89 2.6161%
Wisconsin 3 $1,063,162.08 0.3521%
Total 913 $301,946,082.40 100.0000%
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 1999-14:
YEAR OF # OF AGGREGATE BALANCES % OF POOL BY
MATURITY LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- --------------- ----- ------------------ -----------------
2019 7 $2,664,441.20 0.8824%
2024 2 $629,642.33 0.2085%
2028 4 $1,134,715.23 0.3758%
2029 900 $297,517,283.64 98.5333%
Total 913 $301,946,082.40 100.0000%
The weighted average scheduled remaining term to maturity of the Mortgage Loans
in Pool 1999-14 calculated as of the Cut-off Date is 358.21 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 1999-14:
# OF AGGREGATE BALANCES % OF POOL BY
PURPOSE OF LOAN LOANS AS OF CUT-OFF DATE AGGREGATE BALANCE
- ------------------- ----- ------------------ -----------------
Purchase 537 $175,399,364.58 58.0897%
Rate Term/Refinance 234 $79,418,872.06 26.3023%
Cash-out Refinance 142 $47,127,845.76 15.6080%
Total 913 $301,946,082.40 100.0000%
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 June 21, 1999, for certain of the Series
1999-14 Certificates between GE Capital Mortgage Services, Inc. and
PaineWebber Incorporated
1.2 The Underwriting Agreement, dated as of January 22, 1998, and the related
Terms Agreement, dated as of June 21, 1999, for certain of the Series
1999-14 Certificates between GE Capital Mortgage Services, Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
4.1 The Pooling and Servicing Agreement for the Series 1999-14 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 April 24, 1995, and the related
Terms Agreement, dated as of June 21,
1999, for certain of the Series
1999-14 Certificates between GE
Capital Mortgage Services, Inc. and
PaineWebber Incorporated.
1.2 The Underwriting Agreement, dated as
of January 22, 1998, and the related
Terms Agreement, dated as of June 21,
1999, for certain of the Series
1999-14 Certificates between GE
Capital Mortgage Services, Inc. and
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
4.1 The Pooling and Servicing Agreement
for the Series 1999-14 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.