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 December 8, 1998 Date of Report (Date of Earliest Event Reported) HEADLANDS MORTGAGE COMPANY -------------------------- (Exact Name of Registrant as Specified in Its Charter) California 000-23569 94-2851992 ---------- --------- ---------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 1100 Larkspur Landing Circle, Suite 101, Larkspur, CA 94939 ----------------------------------------------------------- (Address of Principal Executive Offices) (415) 461-6790 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. OTHER EVENTS ------------ On December 8, 1998 Headlands Mortgage Company (the "Company") entered into an Agreement and Plan of Merger with GreenPoint Financial Corp. ("GreenPoint") and GF Acquisition Corp. ("GF"). The following exhibit is a copy of the above-referenced agreement: Item 7(c). Exhibits -------- 2.1 Agreement and Plan of Merger, dated December 8, 1998 SIGNATURE 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. Date: December 16, 1998 HEADLANDS MORTGAGE COMPANY By: /s/ Gilbert J. MacQuarrie --------------------------------------- Gilbert J. MacQuarrie Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) EXHIBIT INDEX Exhibit Number Page Number - -------------- ----------- 2.1 Agreement and Plan of Merger dated December 8, 1998......... 5