SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1999
Commission file number: 333-56213-01
ACE SECURITIES CORP.
(as Depositor under the Pooling and Servicing Agreement, dated
as of June 1, 1999, providing for the issuance of Ace Securities
Corp. Home Equity Loan Pass-Through Certificates, Series 1999-LB1.
ACE SECURITIES CORP. HOME EQUITY LOAN TRUST 1999-LB1
HOME EQUITY LOAN PASS-THROUGH CERTIFICATES, SERIES 1999-LB1.
(Exact name of Registrant as specified in its Charter)
DELAWARE 56-2088493
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
6525 MORRISON BOULEVARD, SUITE 318
CHARLOTTE, NORTH CAROLINA 28211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(704) 365-0569
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE.
Securities registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the
Form 10-K or any amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1999: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31, 1999:
NOT APPLICABLE.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated herein by reference are as
follows:
Pooling and Servicing Agreement of Registrant dated as of June 1, 1999
(hereby incorporated herein by reference as part of the Registrant's
Current Report on Form 8-K as Exhibit 4.1, and filed with the Securities
and Exchange Commission on July 14, 1999).
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Monthly Remittance Statement to the Certificateholders dated as of
July 26, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on October 28, 1999
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on October 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
September 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on October 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on November 4, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on December 21, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 18, 2000.
PART I
ITEM 1. Business.
The trust fund (the "Trust") created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 1999 (the "Pooling and Servicing
Agreement") among Ace Securities Corp., a Delaware corporation, in
its capacity as depositor (the "Depositor"), Long Beach Mortgage
Company, a Delaware corporation, in its capacity as servicer (the
"Servicer"), and the Bank of New York, a New York banking
corporation, in its capacity as trustee (the "Trustee").
The Home Equity Loan Trust 1999-LB1 Home Equity Loan Pass-Through
Certificates will consist of the following classes: Class A1, Class A2,
and Class B.
The Class A1 and A2 Certificates are referred to herein as the
"Senior Certificates." Only the Class A1, Class A2 and Class B
Certificates (the "Offered Certificates") are offered hereby. The
Class A1, Class A2 and Class B Certificates are referred to herein as
the "LIBOR Certificates." The Class B and Class R Certificates are
referred to herein as the "Subordinate Certificates." The Class R
Certificate is also referred to as the "Residual Certificate."
The Class R Certificate will be issued as a single Certificate in
fully registered, certificate form.
Information with respect to the business of the Trust would not be
meaningful because the only "business" of the Trust is the collection
on the Mortgage Loans and distribution of payments on the Certificates to
Certificateholders. This information is accurately summarized in the
Monthly Reports to Certificateholders, which are filed on Form 8-K.
There is no additional relevant information to report in response to Item
101 of Regulation S-K.
ITEM 2. Properties.
The Depositor owns no property. The Ace Securities Corp. Home Equity
Loan Trust 1999-LB1 Home Equity Loan Pass-Through Certificates, Series
1999-LB1, in the aggregate, represent the beneficial ownership in a
Trust consisting primarily of the Mortgage Loans. The Trust will
acquire title to real estate only upon default of the mortgagors under
the Mortgage Loan. Therefore, this item is inapplicable.
ITEM 3. Legal Proceedings.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
The Ace Securities Corp. Home Equity Loan Trust 1999-LB1 Home
Equity Loan Pass-Through Certificates, Series 1999-LB1 represents, in the
aggregate, the beneficial ownership in a trust fund consisting primarily
of the Mortgage Certificates. The Certificates are owned by
Certificateholders as trust beneficiaries. Strictly speaking, the
Registrant has no "common equity," but for purposes of this Item only,
the Registrant's Home Equity Loan Trust 1999-LB1 Home Equity Loan
Pass-Through Certificates, Series 1999-LB1 are treated as "common
equity."
(a) Market Information. There is no established public trading market
for Registrant's Certificates. Registrant believes the Certificates are
traded primarily in intra-dealer markets and non-centralized inter-dealer
markets.
(b) Holders. The number of registered holders of all classes of
Certificates on December 31, 1999 was: 10.
(c) Dividends. Not applicable. The information regarding dividends
required by sub-paragraph (c) of Item 201 of Regulation S-K is
inapplicable because the Trust does not pay dividends. However,
information as to distribution to Certificateholders is provided in the
Monthly Reports to Certificateholders for each month of the fiscal year
in which a distribution to Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the Trust, the
Selected Financial Data required by Item 301 of Regulation S-K does not
add relevant information to that provided by the Monthly Reports to
Certificateholders, which are filed on a monthly basis on Form 8-K.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable. The information required by Item 303 of Regulation S-K
is inapplicable because the Trust does not have management per se, but
rather the Trust has a Trustee who causes the preparation of the Monthly
Reports to Certificateholders. The information provided by the Monthly
Reports to Certificateholders, which are filed on a monthly basis on
Form 8-K, do not provide the relevant financial information regarding the
financial status of the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Remittance Statement to the Certificateholders dated as of
July 26, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
September 27, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999.
Annual Statement of Compliance by the Master Servicer will be
subsequently filed on Form 10-K/A after April 15, 2000.
Independent Accountant's Report on Servicer's will be subsequently filed
on Form 10-K/A after April 15, 2000.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or directors.
Therefore, the information required by items 401 and 405 of Regulation
S-K are inapplicable.
ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or directors to whom
compensation needs to be paid. Therefore, the information required by
item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners. Under the Pooling
and Servicing Agreement governing the Trust, the holders of the
Certificates generally do not have the right to vote and are prohibited
from taking part in management of the Trust. For purposes of this Item
and Item 13 only, however, the Certificateholders are treated as "voting
security" holders.
As of December 31, 1999, the following are the only persons known to the
Registrant to be the beneficial owners of more than 5% of any class of
voting securities:
BANK OF NEW YORK (THE)
CECILE LAMARCO
925 PATTERSON PLANK RD.
SECAUCUS, NJ 07094
SERIES 1999-LB1
CLASS A-1
$20,000,000
21.0%
BANKERS TRUST COMPANY
JOHN LASHER
C/O BT SERVICES TENNESSE INC.
648 GRASSMERE PARK DRIVE
NASHVILLE, TN 37211
SERIES 1999-LB1
CLASS A-1
$31,698,000
34.0%
CHASE MANHATTAN BANK
ORMA TRIM SUPERVISOR
4 NEW YORK PLAZA
13TH FLOOR
NEW YORK, NY 10004
SERIES 1999-LB1
CLASS A-1
$28,200,000
30.0%
STATE STREET BANK AND TRUST COMPANY
JOSEPH J. CALLAHAN
1776 HERITAGE DR.
GLOBAL CORPORATE ACTION UNIT JAE 5NW
NO. QUINCY, MA 02171
SERIES 1999-LB1
CLASS A-1
$10,600,000
11.0%
BOSTON SAFE DEPOSIT AND TRUST COMPANY
CONSTANCE HOLLOWAY
C/O MELLON BANK N.A.
THREE MELLON BANK CENTER, ROOM 153-3015
PITTSBURGH, PA 15259
SERIES 1999-LB1
CLASS A-2
$56,240,500
50.0%
FANNIE MAE/INVESTMENT
**PARTICIPANT CONTACT NOT FOUND**
SERIES 1999-BL1
CLASS A-2
$56,240,500
50.0%
BANK OF NEW YORK (THE)
CECILE LAMARCO
925 PATTERSON PLANK RD.
SECAUCUS, NJ 07094
SERIES 1999-LB1
CLASS B
$5,000,000
35.0%
DEUTSCHE BANK SECURITIES INC.
LOU PAGNOTTA
175 WATER STREET
NEW YORK, NY 10038
SERIES 1999-LB1
CLASS B
$9,216,554
65.0%
(b) Security ownership of management. Not Applicable. The Trust does
not have any officers or directors. Therefore, the information required
by Item 403 of Regulation S-K is inapplicable.
(c) Changes in control. Not Applicable. Since Certificateholders do not
possess, directly or indirectly, the power to direct or cause the
direction of the management and policies of the Trust, other than in
respect to certain required consents regarding any amendments to the
Pooling and Servicing Agreement, the information requested with respect to
item 403 of Regulation S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows of no
transaction or series of transactions during the fiscal year ended
December 31, 1999, or any currently proposed transaction or series of
transactions, in an amount exceeding $60,000 involving the Registrant in
which the Certificateholders identified in Item 12(a) had or will have a
direct or indirect material interest. There are no persons of the types
described in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
information required by Item 404(a)(3) of Regulation S-K is hereby
incorporated by reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust does not have
management consisting of any officers or directors. Therefore, the
information required by item 404 of Regulation S-K is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust does not use
promoters. Therefore, the information required by item 404 of Regulation
S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K.
(a) The following is a list of documents filed as part of this report:
EXHIBITS
Monthly Remittance Statement to the Certificateholders dated as of
July 26, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on October 28, 1999
Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on October 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
September 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on October 29, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on November 4, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on December 21, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 18, 2000.
Annual Statement of Compliance by the Master Servicer will be
subsequently filed on Form 10-K/A after April 15, 2000.
Independent Accountant's Report on Servicer's will be subsequently filed
on Form 10-K/A after April 15, 2000.
(b) The following Reports on Form 8-K were filed during the last quarter
of the period covered by this Report:
Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange Commission on
Form 8-K on November 4, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on December 21, 1999.
Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on January 18, 2000.
(c) The exhibits required to be filed by Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or
affiliates. Therefore, no financial statements are filed with respect to
subsidiaries or affiliates.
Supplemental information to be furnished with reports filed pursuant to
Section 15(d) by registrants which have not registered securities pursuant
to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other soliciting
material has been sent to Certificateholders, and the Registrant does
not contemplate sending any such materials subsequent to the filing of
this report.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
By: Bankers Trust Company not in its individual
capacity but solely as a duly authorized
agent of the Registrant pursuant to the
Pooling and Servicing Agreement, dated as of
June 1, 1999.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 28, 2000
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Remittance Statement to the Certificateholders dated as of
July 26, 1999, and filed with the Securities and Exchange Commission
on Form 8-K on October 28, 1999
1.2 Monthly Remittance Statement to the Certificateholders dated as of
August 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on October 29, 1999.
1.3 Monthly Remittance Statement to the Certificateholders dated as of
September 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on October 29, 1999.
1.4 Monthly Remittance Statement to the Certificateholders dated as of
October 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on November 4, 1999.
1.5 Monthly Remittance Statement to the Certificateholders dated as of
November 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on December 21, 1999.
1.6 Monthly Remittance Statement to the Certificateholders dated as of
December 27, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 18, 2000.
1.7 The Pooling and Servicing Agreement of the Registrant dated as of
June 1, 1999 (hereby incorporated herein by reference and filed as
part of the Registrant's Current Report on Form 8-K as Exhibit 4.1,
and filed with the Securities and Exchange Commission on July 14,
1999.