ITEM 1. BUSINESS
GENERAL
GreenPoint Financial Corp. (the "Company" or "GreenPoint") is a bank holding company organized under the laws of the state of Delaware and registered under the Bank Holding Company Act of 1956, as amended.
The Company is a leading national specialty housing finance company that provides a variety of financial services, primarily through its three subsidiaries, GreenPoint Bank, a New York State chartered savings bank (the "Bank"), GreenPoint Mortgage Funding, Inc. ("GPM"), a New York Corporation wholly-owned by the Bank and headquartered in Larkspur, California, and GreenPoint Credit, LLC ("GPC"), a Delaware corporation wholly-owned by the Bank and headquartered in San Diego, California. GPM is the leading national lender in non-conforming residential mortgages specializing in alternative A ("Alt A") mortgages, and GPC is the second largest lender and servicer nationally in the manufactured housing finance industry.
Through the Bank, GPM and GPC, the Company is primarily engaged in lending throughout the nation. GPM originates both adjustable and fixed rate mortgage loans, primarily through a network of mortgage brokers, mortgage bankers, attorneys and other real estate professionals and, to a lesser extent, from customers and members of the local communities in GreenPoint's lending area. GPC is engaged in originating and servicing manufactured housing loans. The Bank continues to attract retail deposits from the general public and invests those deposits, together with funds generated from operations, in loans and marketable securities. The Bank's revenues are derived principally from interest on its loan portfolio and investment securities, proceeds from the sales or securitizations of mortgage and manufactured housing loans and fees from servicing these loans. The Bank's primary sources of funds are deposits, proceeds from loan sales and securitizations, and proceeds from principal and interest payments on loans, mortgage-backed securities and other securities.
GreenPoint Community Development Corp. ("GPCDC") was organized in 1993 as a for-profit community development subsidiary of the Company. Complementing the Bank's leadership in lending in low- and moderate-income areas and to minorities, GPCDC's focus is primarily on special lending programs, development opportunities and assistance, consulting and other activities that promote the objective of greater access to affordable housing for low-and moderate-income persons residing in the areas served by the Company.
On March 30, 1999, the Company completed the acquisition of Headlands Mortgage Company ("Headlands") that was accounted for as a tax-free pooling of interests, with 0.62 shares of the Company's stock being exchanged for each share of Headlands stock.
MORTGAGE BANKING ACTIVITIES
PRODUCTS AND SERVICES The Company, through its mortgage banking subsidiary GreenPoint Mortgage Funding, Inc. ("GPM") is in the business of originating, selling, securitizing, and servicing mortgage loans secured by one-to four- family residences. Also, certain loans originated by GPM are retained in the Bank's loan portfolio. As a specialty mortgage lender, GPM's strategy is to focus on specialized mortgage loan products for primarily high credit quality borrowers. GPM generally places an emphasis on credit scores obtained from three major credit bureaus to evaluate the credit quality of borrowers. GPM considers " high credit quality borrowers" to be those whose credit scores equal or exceed levels required for the sale or exchange of their mortgage loans through the Federal National Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Operation ("Freddie Mac") (collectively "the Agencies"). The specialized mortgage loans targeted by GPM provide a relatively greater "spread" (i.e., greater interest and other income to the originator relative to the cost associated with funding and selling the mortgage loans) compared to other mortgage loans that present a similar credit risk. GPM believes that its wholesale lending channel supported by its correspondent and retail lending channels, provides an efficient and responsive origination system for the types of mortgage loans it seeks to originate.
GPM presently offers a broad range of mortgage loan products in order to provide maximum flexibility to borrowers and third party mortgage brokers and other entities through which it originates mortgage loans. These products include conforming agency mortgage loans, non-conforming mortgage loans (including Alt A mortgage loans), home equity loans and limited documentation ("No Doc") loans. Alt A loans may fail to satisfy certain elements of the agency underwriting criteria, such as those relating to documentation, employment history, income verification, loan to value ratios, qualifying ratios, or other compensating factors. No Doc loans serve a particular niche of borrowers willing to pay a premium in the form of higher interest rates and provide larger down payments. In return, the borrower receives more expedient loan processing by virtue of providing less income and asset information, as compared to loans underwritten in conformance with Agency standards.
CREDIT PARAMETERS Loan amount limits, maximum loan-to-value ratios and loan pricing are guided by an evaluation of a borrower's credit history and the loan purpose. This evaluation results in a borrower being classified in a particular loan level category, to which lending parameters have been ascribed by GPM. In making this determination, GPM obtains credit verification from three independent credit bureaus prior to entering into loan commitments. Factors considered in making the commitment include the number and length of time credit lines have been outstanding, prior mortgage loan payment histories, performance on installment loans and revolving lines of credit, collection and charge-off experience, and prior bankruptcies and foreclosures. GPM also considers a credit score ascribed to the borrower under a credit evaluation methodology developed by Fair, Isaac and Company ("FICO"). This score indicates, based on their statistical analysis, the percentage of borrowers that would be expected to become 90 days delinquent on an additional loan.
MORTGAGE LOAN SERVICING GPM also engages in mortgage loan servicing, which includes the processing of mortgage loan payments and the administration of mortgage loans. GPM's primary source of servicing rights is the Bank's loan portfolio and mortgage loans it has originated and sold, and for which it has retained the right to service. As of December 31, 2000, GPM's mortgage loan servicing portfolio consisted of approximately 174,709 one- to four-family residential mortgage loans with an aggregate principal balance of $16.9 billion, including $8.1 billion serviced for GreenPoint and $8.8 billion serviced for other investors. GPM can realize the value embedded in its mortgage loan servicing portfolio immediately by selling its mortgage loan servicing rights or, alternatively, it can realize the value gradually over the life of the mortgage loan servicing portfolio through the receipt of monthly mortgage loan servicing fees.
MANUFACTURED HOUSING ACTIVITIES
PRODUCTS AND SERVICES During 1998, the Company expanded its lending activities through the acquisition of BankAmerica Housing Services, which is the second largest lender nationally in the manufactured housing finance industry. The Company was renamed GPC. GPC originates a variety of fixed and variable rate loans in the manufactured housing market. GPC serves 48 states through its principal offices in San Diego, California and service centers throughout the United States. Manufactured housing ("MH") or a "manufactured home" is a structure, transportable in one or more sections, which is designed to be a dwelling with or without a permanent foundation. GPC originated $2.2 billion of manufactured housing loans in 2000; 66% indirectly purchased from dealers and 34% directly originated.
GPC pools and securitizes substantially all of the loans it originates, retaining the servicing on these loans. Such pools are structured into asset-backed securities, which are primarily sold in the public securities markets. GPC services these loans, collecting payments from the borrower and remitting principal and interest payments to the holder of the contract, or investor certificate backed by the loans. During 2000, the Company securitized $2.4 billion of manufactured housing loans.
GPC offers a variety of "Home Only" and "Land/Home" products with fixed and variable rate options. The Home Only loans are secured by the manufactured home and is a conventional loan program for new and previously owned manufactured homes. Land/Home loans are secured by both the manufactured home and the land.
CREDIT PARAMETERS GPC believes that the creditworthiness of a potential borrower should be the most important criterion in determining whether to approve the purchase or origination of a loan. The borrower's creditworthiness is measured by custom credit scorecards, which were developed in conjunction with Fair Isaccs & Co ("FICO") based on GPC's extensive portfolio. GPC continually monitors the performance of its scorecards to ensure that they are correctly rank-ordering the borrowers' credit risk. The borrowers' credit history, employment history, residence history and debt to income ratio are also reviewed by GPC personnel as part of the underwriting decision. GPC's lending criteria also vary by product type to reflect the risk associated with each product.
LOAN SERVICING GPC's servicing responsibilities include collecting principal and interest payments, taxes, insurance premiums and other payments from obligors and, when such loans are not owned by GPC, remitting principal and interest payments to the owners. Collection procedures, which are managed at the regional office level, include repossession and resale of manufactured homes securing defaulted loans (and foreclosure if land is involved). GPC will enter into workout agreements with obligors under certain defaulted loans, if deemed advisable. Although decisions as to whether to repossess any manufactured home are made on an individual basis, GPC's general policy is to institute repossession procedures promptly after regional office personnel determine that it is unlikely that a defaulted loan will be brought current, and thereafter to pursue diligently the resale of such manufactured homes.
GPC services loans on behalf of other entities and its own portfolio. During 2000, GPC securitized $2.4 billion of manufactured housing loans in seven transactions that resulted in retained servicing. At December 31, 2000, GPC serviced approximately 450,146 manufactured housing loans with an outstanding principal balance of $14.2 billion. At December 31, 2000, GPC serviced approximately 22,152 manufactured housing loans in its own portfolio with an outstanding principal balance of $810.0 million. GPC does not recognize service fee income separately for loans serviced in its own portfolio.
CONSUMER BANKING ACTIVITIES
The Consumer Branch Network ("Branch Network") consists of 74 full-service banking offices with 111 automated teller machines. The Branch Network operates 29 branches in Long Island, 41 branches in New York City, and 4 branches in Westchester County in New York. In addition to its branch system, the Bank's deposit gathering network includes its telephone banking system. The Branch Network also offers a variety of financial services to meet the needs of the communities it serves. Among the services offered are traditional time, savings and checking accounts, annuity products, mutual funds, mortgages, home equity loans, credit and debit cards, on-line banking, Life Insurance, safe deposit services, student loans, installment loans and automatic payroll and Social Security deposit programs.
COMPETITION
The Company faces significant competition both in making loans and in attracting deposits. The Company's competition for loans comes principally from savings banks, commercial banks, savings and loan associations, mortgage banking companies and credit unions. Its most direct competition for deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions. The New York City metropolitan area has a high density of financial institutions, many of which are branches of significantly larger institutions which have greater financial resources than the Company. The Bank faces additional competition for deposits from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.
GPM faces intense competition, primarily from commercial banks, savings and loans and other mortgage lenders. As GPM expands into particular geographic markets, it will face competition from mortgage lenders with established positions in such markets. Competition can take place on various levels, including convenience in obtaining a mortgage loan, service, marketing, origination channels and pricing. Many of GPM's competitors in the financial services business are substantially larger and have more capital and other resources than GPM. Many of GPM's competitors are well established in the specialty mortgage loan market and a number of others are recent entrants into that market seeking the relatively attractive profit margins currently associated with specialty mortgage loan products. Fannie Mae and Freddie Mac are currently developing technologies and business practices that will expand the scope of mortgage loans eligible to be Agency mortgage loans, which may include some Alt A and subprime mortgage loans. To the extent market pricing for GPM's mortgage loan products becomes more competitive, it may be more difficult to originate and purchase mortgage loans with attractive yields in sufficient volume to maintain profitability.
GPM depends primarily on independent mortgage brokers and, to a lesser extent, on correspondent lenders, for the origination and purchase of its wholesale mortgage loans, which constitute a significant portion of GPM's mortgage loan production. These independent mortgage brokers deal with multiple lenders for each prospective borrower. GPM competes with these lenders for the independent brokers' business on the basis of price, service, loan fees, costs and other factors. GPM's competitors also seek to establish relationships with such brokers, who are not obligated by contract or otherwise to do business with GPM. GPM's future results of operations and financial condition may be vulnerable to changes in the volume and costs of its wholesale mortgage loans resulting from, among other things, competition from other lenders and purchasers of such mortgage loans.
GPC is directly influenced by consumer demand for new financing and refinancing of manufactured homes. This demand is driven by several variables, including regional market trends, economic conditions, individual preferences and market demographics. GPC's competition is comprised of a variety of regional and national lending institutions. Finance companies, banks and credit unions are consistently the primary competitors. Recently, consolidation has taken place in the retail sector, dominated mainly by vertically-integrated manufacturers. This consolidation could affect the competitive environment.
GPC competes by offering competitive interest rates and flexible financing programs, outstanding service to retailers and customers, as well as timely credit reviews and decisions. Interest rates are a key component to overall profitability.
The types of loans that the Company may originate are subject to federal and state laws and regulations. Interest rates charged by GreenPoint on loans are affected principally by the demand for such loans and the supply of money available for lending purposes and the rates offered by its competitors. These factors are, in turn, affected by general and economic conditions, monetary policies of the federal government, including the Federal Reserve Board ("FRB"), legislative tax policies and governmental budgetary matters.
MARKET RISK MANAGEMENT
Interest rate risk arises in the ordinary course of the Company's business, as the repricing characteristics of its loans do not necessarily match those of its deposit liabilities. The resulting interest rate risk is managed by careful attention to the mix of asset maturities and deposit offerings and by adjustments to the Company's investment portfolio and the use of off balance sheet instruments such as interest rate swaps. The investment strategies are designed and implemented by the Asset and Liability Management Committee, ("ALCO") within policies and limits approved by the Board of Directors. ALCO makes use of a variety of tools to measure market risk. Among these are gap repricing reports and income simulations that provide estimates of the Company's earnings sensitivities to various interest rate changes.
Market risk also arises as the Company originates and accumulates fixed rate mortgage and manufactured housing loans prior to their sale or securitization. As applications are approved, a commitment is made to lend at a specified interest rate. Should rates rise, either prior to closing or after closing but prior to sale or securitization, the price at which the loan will be sold or securitized will decline. Hedging strategies, using forward sales in the case of residential mortgages, and interest rate swaps in the case of manufactured housing, are implemented to mitigate the risk of lowered prices in rising rate environments. Refer to Company's Annual Report to Shareholders for Fiscal Year ended December 31, 2000, pages 14-19.
LIQUIDITY MANAGEMENT
Liquidity management involves planning to meet anticipated funding needs at a reasonable cost, as well as developing contingency plans to meet unanticipated funding needs. Liquidity management is governed by policies formulated and monitored by ALCO, which take into account the marketability of assets, the sources and stability of funding, and the level of unfunded commitments.
Long-term liquidity needs are also provided by a large core deposit base, which is the most stable source of liquidity a bank can have, due to the long-term relationship with depositors and the deposit insurance provided by the FDIC. Deposit funding is supplemented by long-term debt, advances from the Federal Home Loan Bank of New York ("FHLB") and other borrowings. The discount window of the Federal Reserve Bank of New York is available to the Company, to the extent that eligible collateral has been pledged, as a lender of last resort.
CREDIT RISK
The Company assumes credit risk primarily in its held-for-investment loan portfolio, and in the recourse it provides in conjunction with loan sales or securitizations.
LOANS HELD FOR INVESTMENT PORTFOLIO The majority of the Company's loan portfolio consists of fixed and ARM loans secured by one-to four-family residences and to a lesser extent, multi-family residential loans, commercial real estate loans and other loans held for investment.
The following tables set forth the composition of the loans receivable held for investment, in dollar amounts and in percentages of the respective portfolios at the dates indicated.
As of December 31, 2000, 63% of the Company's mortgage loan portfolio was secured by properties located in New York State. The properties securing the remaining portfolio are dispersed throughout the country, with no state representing more than 10%.
LOAN MATURITY AND REPRICING. The following table shows the contractual maturities of the Company's loan portfolio, including loans receivable held for sale, at December 31, 2000. The table does not include prepayments or scheduled principal amortization. Prepayments and scheduled principal amortization on mortgage loans totaled $1.5 billion for the year ended December 31, 2000.
(1) DOES NOT INCLUDE NON-ACCRUAL LOANS.
The following table sets forth, at December 31, 2000, the dollar amount of all fixed rate loans contractually due and adjustable rate loans repricing after December 31, 2001.
(1) DOES NOT INCLUDE NON-ACCRUAL LOANS.
At December 31, 2000, 1999, 1998, 1997 and 1996, loans delinquent 90 days or more were as follows:
The following table sets forth information regarding all non-accrual loans, including loans in forbearance, loans which are 90 days or more delinquent but on which the Company is accruing interest and other real estate owned at the dates indicated. If all non-accrual loans had been performing in accordance with their original terms, the Company would have recorded interest income of $23.9 million, as opposed to $22.4 million, which was included in interest income for the year ended December 31, 2000.
(1) EXCLUDING CERTAIN OTHER LOANS DELINQUENT 90 DAYS OR MORE, SUCH AS GUARANTEED STUDENT LOANS, ON WHICH PRINCIPAL AND INTEREST ARE GUARANTEED BY THE U.S. GOVERNMENT AND CERTAIN OTHER LOANS ON WHICH DELINQUENT PRINCIPAL AND INTEREST MAY BE DEDUCTED FROM THE BORROWER'S DEPOSIT ACCOUNT BALANCES.
(2) AS OF DECEMBER 31, 2000, NON-ACCRUAL LOANS INCLUDED 1,361 ONE-TO FOUR-FAMILY LOANS, WITH AN AGGREGATE. $168.6 MILLION, 106 MULTI-FAMILY LOANS WITH AN AGGREGATE BALANCE OF $12.1 MILLION, 108 COMMERCIAL REAL ESTATE LOANS WITH AN AGGREGATE BALANCE OF $13.8 MILLION, 258 OTHER LOANS WITH AN AGGREGATE BALANCE OF $1.7 MILLION AND 20 HOME EQUITY LOANS WITH AN AGGREGATE BALANCE OF $1.1 MILLION.
(3) NET OF RELATED VALUATION ALLOWANCE OF $0.6 MILLION, $0.3 MILLION, $0.3 MILLION, $0.9 MILLION, AND $1.3 MILLION FOR FORECLOSED REAL ESTATE AT DECEMBER 31, 2000, 1999, 1998, 1997 AND 1996, RESPECTIVELY.
At December 31, 2000, the Company's net other real estate owned totaled $12.4 million and was held directly by the Company and by subsidiaries of the Company which were formed for the purpose of holding and maintaining certain other real estate (see "Subsidiary Activities"). At such date, the aggregate gross value of other real estate owned was comprised of 116 residential one-to four-family properties with an aggregate carrying value of $10.1 million, 4 multi-family properties with an aggregate carrying value of $0.4 million and 12 commercial real estate properties with an aggregate carrying value of $2.5 million. The Company or an independent inspector generally conducts monthly external inspections on all properties securing loans in foreclosure and generally conducts external appraisals on all properties prior to taking ownership of the property. Based upon such inspections and appraisals, the Company will charge off any loan principal that it deems necessary. The Company or an independent inspector conducts periodic inspections of its foreclosed real estate and periodically adjusts its valuation allowance for possible declines in the value of other real estate owned. The Company's valuation allowance for other real estate owned at December 31, 2000 totaled $0.6 million, or 4.7% of the aggregate gross value of other real estate owned. The Company is currently offering for sale substantially all real estate owned as a result of foreclosure, through brokers and through its own personnel.
The Company's policies permit the financing of the sale of its foreclosed real estate on substantially the same terms applicable to its other real estate mortgage loans with the exception that the Company may loan up to 85% of the lesser of the appraised value or sales price of the foreclosed property.
ALLOWANCE FOR POSSIBLE LOAN LOSSES
The Company has set forth a policy for establishment and review of the adequacy of the allowance for loan losses. The policy requires management to provide for estimated future costs related to problem loans. Management believes that the allowance for loan losses is adequate. However, such determination is susceptible to the effect of future unanticipated changes in general economic and market conditions that may affect the financial circumstances of borrowers and/or residential real estate values within the Company's lending areas.
The following table sets forth the Company's allowance for possible loan losses at the dates and for the periods indicated. The balances below represent general loan loss reserves and are not allocable to specific loans in the Company's portfolio.
In determining the adequacy of the allowance for possible loan losses, management makes use of statistical analyses of past loss experience for various categories of loans, and the strength of the markets in which the Company seeks to recover principal and other costs in the liquidation of foreclosed and repossessed properties. In addition, the allowance for loan losses includes an unallocated portion which takes into consideration management's assessment of industry conditions and economic developments which could impact the ability of borrowers to meet their obligations.
With respect to mortgage loans, consideration is given to the proportion of loans that are current and in various stages of delinquency or foreclosure. In addition to these factors, the risk of loss is also affected by the type of property backing the loans, such as single or multi-family or mixed used commercial. The foregoing considerations assist in determining the likelihood of default and eventual foreclosure. The strength of the real estate markets in which the Company lends is assessed to reach judgments on the eventual level of recoveries.
In considering the potential for losses in the Company's manufactured housing loan portfolio, several risk factors have been identified related to the type of loan, the initial down payment, the type of unit financed (single vs. multi-sectional) and the age of the loan. Using experience gained from servicing hundreds of thousands of loans, management makes judgments concerning the likelihood of defaults for these various risks factors. Current trends in the local markets for liquidating repossessions form expectations of recoveries. For the year ended December 31, 2000 and all prior periods, manufactured housing loans were fully charged-off when certain delinquency criteria were met. In accordance with regulatory standards, beginning in January of 2001 delinquent loans are written-down to their estimated value less selling costs.
In general, the level of charge-offs on manufactured housing loans runs substantially higher than residential mortgages, as a percentage of principal. The Company does not expect to add to the manufactured housing portfolio in the future. As a result of the declining balance of the manufactured housing portfolio, and the change in charge-off policy described above, management expects the level of charge-offs will begin to decline over time.
OTHER CREDIT EXPOSURE
GreenPoint securitizes or sells with recourse most of its manufactured housing loans. At December 31, 2000, total loans outstanding under these arrangements were $5.4 billion. GreenPoint retains most of the credit risk inherent in these loans. GreenPoint also securitizes or sells certain mortgage loans with recourse. At December 31, 2000 total loans outstanding under these arrangements were $2.9 billion. Expected losses are deducted when estimating the gain on sale and the initial value of retained interests. The value of retained interests in the securitizations is reviewed each quarter. Based on recent loss trends, the values are updated. Refer to the Company's 2000 Annual Report to Shareholders, page 34 to 37 for further quantitative information about recourse arrangements and retained interests.
LOANS HELD FOR SALE
The following table sets forth the composition of the Company's loans receivable held for sale, at the dates indicated.
LOAN SALES
GreenPoint sells those loans it does not place in its portfolio through either (1) whole loan sales, which involves selling pools of loans to individual purchasers, or (2) securitization, which involves the private placement or public offering of pass-through asset-backed securities. This approach allows GreenPoint to capitalize on favorable conditions in either the securitization or whole loan sale market when loan production is sold. In addition, this dual approach allows GreenPoint to diversify its exposure to the volatility of the capital markets.
WHOLE LOAN SALES. Most mortgage loans and some manufactured housing loans were sold as whole loans. These sales were predominately done without recourse, meaning the credit risk on the loans was transferred to the buyer. For those whole loans sold with recourse, the Company retains some credit risk. Whole loan sales may either retain, or transfer to the buyer, the right to service the loans.
SECURITIZATION. The primary funding strategy of GPC is to securitize manufactured housing loans originated or purchased. At GPM, home equity loan originations are typically sold through securitizations. Management has structured the operations and processes specifically for the purpose of efficiently originating, purchasing, underwriting and servicing loans for securitization in order to meet the requirements of rating agencies, credit enhancers, and investors.
SECURITIES INVESTMENT ACTIVITIES
The Board of Directors sets the securities investment policies of the Company and the Bank. These policies contain guidelines and limits regarding the credit quality, liquidity and market risk of the securities portfolios.
The Company's investment policy permits investments in various types of marketable investments including U.S. Treasury obligations, securities of various federal agencies, mortgage-backed securities, asset-backed securities, corporate debt securities, money market instruments, CD's, Bank notes, preferred stock, commercial paper, municipal obligations, and equity. In addition, the Company, as a member of the FHLB, is required to maintain a specified investment in the capital stock of the FHLB.
The Company's money market investments consist of interest-bearing deposits in other banks, federal funds sold and securities purchased under agreements to resell ("reverse repurchase agreements"). The reverse repurchase agreements are collateralized by securities having market values of at least 102% of the amount of the funds advanced which are held by a third party custodian.
The Company designates securities as held to maturity, available for sale, or held for trading purposes. Securities held for indefinite periods of time for use in asset/liability management are classified as available for sale and are carried at fair value with unrealized gains or losses excluded from earnings and reported in accumulated other comprehensive income as a separate component of stockholders' equity, net of tax. Securities held for trading purposes are carried at fair value with market revaluations recognized as realized gains and losses included in non-interest income.
The Company has, through a third party agent bank/custodian, a securities lending program whereby the Company receives a fee for lending its U.S. government and federal agency securities to securities dealers. The securities are collateralized by other U.S. government and federal agency securities having a market value of at least 102% of the loaned securities which are held by the third party bank/custodian. Pursuant to this program, the third party agent bank indemnifies the Company for losses related to borrower defaults, market risk and delivery failures.
The table below sets forth certain information regarding the carrying and market values of the Company's money market investments, securities available for sale and securities held to maturity.
(1) CONSISTS OF INTEREST-BEARING DEPOSITS IN OTHER BANKS, FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL.
The table below sets fourth certain information regarding the amortized costs, weighted average yields and maturities of the Company's money market investments, securities available for sale and held to maturity, and Federal Home Loan Bank of New York stock at December 31, 2000. There were no securities (exclusive of obligations of the U.S. government and federal agencies) issued by any one entity with a total carrying value in excess of 10% of stockholders' equity at December 31, 2000.
(1) CONSISTS OF INTEREST-BEARING DEPOSITS IN OTHER BANKS, FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL.
During the year ended December 31, 2000, the Company sold available for sale securities aggregating $763.4 million, resulting in gross realized gains of $4.4 million and gross unrealized losses of $0.4 million
During the year ended December 31, 1999, the Company sold available for sale securities aggregating $102.2 million, resulting in gross realized gains of $1.8 million and gross unrealized losses of $0.9 million
During the year ended December 31, 1998, the Company sold available for sale securities aggregating $1.0 billion, resulting in gross realized gains of $3.7 million and gross unrealized losses of $1.1 million
SOURCES OF FUNDS
GENERAL. The bank's primary sources of funds are deposits, loan sales and securitizations, payments on loans, mortgage backed and other debt securities, maturities and redemptions of investment securities, advances from the FHLB, and borrowings under repurchase agreements. Additionally, the Company has supplemented its funding sources through the prior acquisition of investment grade credit ratings from four credit rating agencies. Obtaining investment grade credit ratings has afforded the Company the ability to access the investment grade debt markets.
DEPOSITS. The Bank offers a variety of deposit accounts having a range of interest rates and terms. The Bank's deposits consist of various types of savings, N.O.W., non-interest bearing checking, money market and certificates of deposit. The flow of deposits is influenced significantly by general economic conditions, changes in prevailing interest rates and competition. The Bank's deposits are obtained primarily from the areas served by its Branch Network. Management determines the Bank's deposit rates based upon market conditions and local competition. The Bank relies primarily on competitive rates of interest, offering promotional rates, marketing and long-standing relationships with customers to attract and retain deposits. The Bank does not actively solicit certificates of deposit accounts in excess of $100,000.
FHLB ADVANCES. During 1999, the Company became a member of the FHLB. The Company obtained advances during 2000, totaling $775 million. At December 31, 2000, the outstanding balance was $1.0 billion. Interest expense related to these borrowings totaled $53.5 million and $15.3 million for the years ended December 31, 2000 and 1999. The advances are collateralized by certain one-to four-family residential mortgage loans pledged under a blanket lien to the FHLB.
SENIOR AND SUBORDINATED BANK NOTES. In July 1997, the Company published an Offering Circular under Regulation D authorizing it to issue up to $3 billion of Senior and Subordinated Bank Notes (the "Notes"). Of this allowable capacity, the Company has, thus far, issued $200 million of 6.70% Senior Notes maturing July 15, 2002 and $150 million of 9.25% Subordinated Bank Notes maturing October 1, 2010. Interest expense attributed to the Notes was $15.2 million, $13.9 million and $13.9 million for each of the years ended December 31, 2000, 1999 and 1998, respectively.
GUARANTEED PREFERRED BENEFICIAL INTEREST IN COMPANY'S JUNIOR SUBORDINATED DEBENTURES. In June 1997, GreenPoint Capital Trust I, a Delaware statutory business trust owned by the Company, issued $200 million of 9.10% Guaranteed Preferred Beneficial Interest in the Company's Subordinated Debentures ("Capital Securities"). The Junior Subordinated Debentures mature on June 1, 2027. Interest expense attributable to these Capital Securities was $18.3 million for each of the years ended December 31, 2000, 1999 and 1998.
At December 31, 2000, the Company had outstanding $1,031.3 million in certificates of deposit in amounts of $100,000 or more, maturing as follows:
The following table sets forth the distribution of the Company's deposit accounts at the dates indicated and the weighted average nominal interest rates on each category of deposits presented. Management does not believe that the use of period end balances instead of average balances results in any material differences to the information presented.
The following table presents, by various rate categories, the amount of certificates of deposit outstanding at the dates indicated.
SUBSIDIARY ACTIVITIES
The Company has formed four subsidiaries:
GREENPOINT BANK. The Bank was organized in 1868 as a New York State chartered mutual savings bank. On January 28, 1994, the Bank converted from the mutual to the stock form of ownership, and the Company acquired 100% of its outstanding shares. The Bank is the principal subsidiary of the Company.
GREENPOINT COMMUNITY DEVELOPMENT CORP. This for-profit community development subsidiary was incorporated in 1993. The subsidiary offers lending programs, development opportunities and assistance, consulting and other activities which promote the objective of greater access to affordable housing for low-and moderate-income persons residing in the New York metropolitan area. GreenPoint Community Development Corp. is a subsidiary of the Company.
GREENPOINT CAPITAL TRUST I. This subsidiary was incorporated on June 3, 1997. The subsidiary issued $200 million of Capital Securities, the proceeds of which were used for general corporate purposes, including the repurchase of stock and financing growth.
TRUEWEB, INC. TWeeb, Inc., subsequently renamed TrueWeb, Inc. ("TrueWeb"), was incorporated in December 1999. TrueWeb is a wholly-owned subsidiary of the Company and was formed to pursue internet businesses strategic to GreenPoint. TrueWeb discontinued operating activity on June 30, 2000.
As of December 31, 2000 the Bank has formed twenty-one subsidiaries:
HEADLANDS MORTGAGE COMPANY. Headlands was acquired in a pooling of interests transaction on March 30, 1999. Headlands is located in Larkspur, California. On September 30, 1999, Headlands transferred all of its assets and the liabilities related to loan origination and servicing operations to its wholly-owned subsidiary GPM.
GREENPOINT MORTGAGE FUNDING, INC. GPM was acquired on April 8, 1999. On September 30, 1999, the Bank transferred all of the issued and outstanding shares of GPM to Headlands. Also, on September 30, 1999, GreenPoint Mortgage Corp. (a wholly-owned subsidiary of Headlands) merged into GPM, with GPM as the surviving entity. GPM is headquartered in Larkspur, California and its activities consist of the origination, sale and servicing of mortgage loans.
GREENPOINT CREDIT LLC. On September 30, 1999, the Bank transferred all issued and outstanding shares of GreenPoint Credit Corp., to Headlands, which then transferred these shares to GPM. GreenPoint Credit Corp. then merged into GPC with GPC the surviving entity. GPC's activities consist of the origination, sale and servicing of manufactured housing loans. In Mississippi, GPC conducts activities through its wholly-owned subsidiary, GreenPoint Credit of Mississippi, LLC. On September 30, 1999, GreenPoint Credit Corp. of Mississippi was merged into GreenPoint Credit of Mississippi, LLC.
GP ASSET LLC. This subsidiary was incorporated on August 17, 2000 as a special purpose entity for manufactured housing securitizations. The company is a wholly-owned subsidiary of GPC and was inactive at December 31, 2000.
GREENPOINT MORTGAGE SECURITIES INC. With the transfer of the mortgage assets and liabilities, Headlands transferred ownership of its securitization subsidiary, Headland Mortgage Securities, Inc., and its related subsidiaries Marin Conveyancing Corp. and Headlands Insurance Agency to GreenPoint Mortgage Funding, Inc. Headlands Securities, Inc. changed its name to GreenPoint Mortgage Securities Inc.
GREENPOINT AGENCY, INC. This subsidiary was incorporated on June 30, 1998 as an insurance agency. GreenPoint Agency acts as an agent in connection with the sale of forced placed property insurance and standard property and casualty insurance. In Alabama, GreenPoint Agency conducts its activities through its wholly-owned subsidiary, GreenPoint Agency of Alabama, Inc.
GREENPOINT INSURANCE CORP. This subsidiary was incorporated on September 10, 1998 as an insurance underwriting and reinsurance subsidiary. GreenPoint Insurance's activities include the reinsurance of life and disability insurance risks.
GREENPOINT PURCHASING CORP. This subsidiary was incorporated on July 19, 1996, with an agreement between the Company and the Nassau County Industrial Development Agency. This agreement enables the Company, on a sales tax exempt basis, to (1) purchase and/or lease machinery and equipment for the Lake Success facility and (2) renovate and improve the facility.
3090 OCEAN AVENUE REALTY CORP. This subsidiary was incorporated on June 6, 1996, as a real estate investment subsidiary.
GREENPOINT CORPORATE OWNED LIFE INSURANCE. This subsidiary was incorporated on July 25, 1996, as an insurance trust established for the purpose of purchasing corporate life insurance policies for the officers of the Company.
E4CLOSE INC. This subsidiary was incorporated on October 21, 1999. e4close Inc. lists foreclosed properties on the internet. All of the assets of e4close were sold on June 20, 2000 to Smart Online, Inc.
GREENPOINT SECURITIES LLC. This subsidiary was incorporated on August 25, 1999 for the purpose of establishing an entity to sell mutual funds. There was no activity in 2000.
OTHER REAL ESTATE SUBSIDIARIES. The Bank has formed five wholly-owned subsidiary corporations, all of which are incorporated under the laws of the State of New York, for the purpose of holding and maintaining certain properties acquired by the Bank as a result of foreclosure proceedings or deeds in lieu thereof. As of December 31, 2000, four of these subsidiaries were active. The Bank attempts to limit the carrying value of property held by any one subsidiary to approximately $5 million. Accordingly, in the event the Bank acquires additional properties through foreclosure or deeds in lieu thereof, the Bank may form additional subsidiaries for the purpose of holding and maintaining such properties. The properties selected by the Bank to be held in its subsidiaries generally consist of multi-family properties with five units or more, commercial properties and one-to four-family properties which have been identified by the Bank as having attributes which may subject the Bank to liabilities beyond those normally associated with its other real estate such as properties which are not in compliance with building codes or properties with potential environmental problems. Descriptions of the Bank's subsidiaries are set forth below:
NEERG CORP. This subsidiary was formed in January 1990 and currently holds three properties having an aggregate carrying value of $0.6 million and an aggregate appraised value of $0.7 million, as of December 31, 2000, based on the Company's most recent appraisals.
298 15TH STREET REALTY CORP. This subsidiary was formed in January 1993 and currently holds six properties having an aggregate carrying value of $1.5 million and an aggregate appraised value of $1.9 million as of December 31, 2000, based on the Company's most recent appraisals.
NEERG SECOND CORP. This subsidiary was formed in June 1993 and currently holds two properties having an aggregate carrying value of $0.2 million and an aggregate appraised value of $0.2 million, as of December 31, 2000, based on the Company's most recent appraisals.
ALPHA REO CORPORATION. This subsidiary was formed in March 1994 and currently holds two properties having an aggregate carrying value of $0.2 million and an aggregate appraised value of $0.2 million, as of December 31, 2000, based on the Company's most recent appraisals.
BETA REO CORP. This subsidiary was formed in June 1994 and currently holds no properties.
PERSONNEL
As of December 31, 2000, the Company had 3,817 full-time equivalent employees and 92 part-time equivalent employees. A collective bargaining unit does not represent the employees and the Company considers its relationship with its employees to be good.
FEDERAL TAXATION
Generally, the Company and its subsidiaries report income on a consolidated calendar year basis using the accrual method of accounting and are subject to federal income taxation in the same manner as other corporations with certain exceptions, including particularly, the Bank's addition to its tax reserve for bad debts as discussed below. The following discussion of tax matters is intended as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Company and its subsidiaries.
BAD DEBT RESERVES. For tax years prior to 1996, under the Internal Revenue Code a special bad debt deduction for additions to the tax bad debt reserve was allowed. This reserve method was eliminated by Federal legislation enacted in 1996. For tax years beginning after December 31, 1995, the Bank is only permitted to take federal deductions for bad debts on the basis of actual loan charge-off activity (specific charge-offs).
Provided the Bank continues to satisfy certain definitional tests and other conditions, for New York State and City income tax purposes, the Bank may continue to take special reserve method bad debt deductions. The deductible annual addition to the reserve may be computed using a specific formula based on the Bank's loss history ("Experience Method") or a statutory percentage equal to 32% of the Bank's New York State or City taxable income ("Percentage Method"). The Bank used the percentage method for 1999 and expects to use the percentage method for 2000.
TAXABLE DISTRIBUTIONS AND RECAPTURE. Under prior federal law, tax bad debt reserves created prior to January 1, 1988 were subject to recapture into taxable income should the Bank fail to meet certain thrift asset and definitional tests. As a result of the 1996 legislation, these thrift related recapture rules were also eliminated. However, under current law, pre-1988 reserves remain subject to recapture should the Bank make certain distributions or cease to maintain a bank charter. Management has no intention of taking such actions.
At December 31, 2000, the Bank's total federal pre-1988 reserve was approximately $140 million. This reserve reflects the cumulative effects of federal tax deductions by the Bank for which no Federal income tax provision has been made.
The Bank also maintains a state and local tax reserve for qualifying loans in excess of the federal reserve for which no state and local tax has been provided. The amount of the Bank's state and city tax reserve for qualifying loans in excess of the federal reserve balance as of December 31, 2000 was approximately $453 million and $459 million, respectively. In the event the Bank were to allow "qualifying assets" to fall below 60% of total assets or otherwise fail certain definitional tests, the Bank would no longer be subject to the New York State and City reserve method of computing bad debt deductions as described above. As a result, the Bank would record a charge relating to the recapture of the then existing state and city tax reserves. Future bad debt deductions would be based on a "5-year experience" method, which is closely reflective of financial statement loan charge-off activity. Management is not contemplating any actions that would cause recapture of the qualifying reserves into taxable income.
CORPORATE ALTERNATIVE MINIMUM TAX. The Internal Revenue Code of 1986, as amended, imposes a tax on alternative minimum taxable income ("AMTI") at a rate of 20%. AMTI is calculated as federal taxable income adjusted for certain items of "tax preference."
DIVIDENDS RECEIVED EXCLUSION AND OTHER MATTERS. The Company may exclude from its income 100% of dividends received from the Bank as a member of the same affiliated group of corporations. The corporate dividends received exclusion is generally 70% in the case of dividends received from unaffiliated corporations with which the Company does not file a consolidated tax return, except that if the Company owns more than 20% of the stock of a corporation distributing a dividend, then 80% of any dividends received may be excluded.
The Company is being audited by the Internal Revenue Service for the calendar years 1997 and 1998. Management of the Company believes that any action taken by the service will not materially affect the financial condition and results of operation of the Company.
STATE AND LOCAL TAXATION
NEW YORK STATE AND NEW YORK CITY TAXATION. The Company and the Bank join in the filing of a combined New York State and New York City. For calendar year 2000, the New York State Franchise Tax on corporations is imposed in an amount equal to the greater of (a) 9% of "entire net income" allocable to New York State (b) 3% of "alternative entire net income" allocable to New York State (c) 0.01% of the average value of assets allocable to New York State or (d) nominal minimum tax. Entire net income is based on federal taxable income, subject to certain modifications. Alternative entire net income is equal to entire net income with certain modifications. The New York City Corporation Tax is imposed using similar alternative taxable income methods and rates.
A temporary Metropolitan Transportation Business Tax Surcharge on banking corporations doing business in the Metropolitan District has been applied since 1982. The Company transacts a significant portion of its business within this district and is subject to this surcharge. For the tax year ended December 31, 2000 the surcharge rate is 17% of the state franchise tax liability. New York City does not impose surcharges applicable to the Company.
The Company is being audited by the New York State Department of Taxation and Finance for the tax years 1995 through 1997 and the New York City Department of Finance for the tax years 1994 and 1995. Management of the Company believes that any actions taken by the taxing authorities will not materially affect the financial condition and results of operations of the Company.
MULTI STATE TAXATION. Generally, the Company and its subsidiaries are subject to tax in a state on the basis of income generating activities occurring within that state. Generally, state taxes are imposed on allocated income, average capital or a nominal minimum tax. For the tax year ended December 31, 2000, the Company and its subsidiaries are expected to file returns in most states using the allocated income alternative.
DELAWARE STATE TAXATION. As a Delaware holding company not earning income in Delaware, the Company is exempt from Delaware corporate income tax but is required to file an annual report with and pay an annual franchise tax to the State of Delaware. The tax is imposed as a percentage of the capital base of the Company with an annual maximum of $150,000.
BANK REGULATION AND SUPERVISION
The following discussion sets forth certain of the material elements of the regulatory framework applicable to GreenPoint and its subsidiaries. This regulatory framework is intended primarily for the protection of depositors and the federal deposit insurance funds and not for the protection of security holders. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to those provisions. A change in the statutes, regulations or regulatory policies applicable to GreenPoint or its subsidiaries may have a material effect on the business of GreenPoint.
GENERAL. As a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA"), GreenPoint is subject to examination and supervision by the FRB. Under the BHCA, bank holding companies generally may not acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any company, including a bank, without the FRB's prior approval. In addition, bank holding companies generally may engage, directly or indirectly, only in banking and such other activities as are determined by the FRB to be closely related to banking.
Subsidiary banks of a bank holding company are subject to certain quantitative and qualitative restrictions imposed by the Federal Reserve Act on any extension of credit to, or purchase of assets from, or letter of credit issued on behalf of, the bank holding company or its non-bank subsidiaries, and on the investment in or acceptance of stocks or securities of such holding company or its subsidiaries as collateral for loans. In addition, federal laws and regulations limit the amounts of, and establish required procedures and credit standards with respect to, loans and other extensions of credit to certain officers, directors and principal shareholders of GreenPoint, certain of its subsidiaries and related interests of such persons.
In addition, if GreenPoint were to acquire another bank or bank holding company, it could become subject to the bank holding company regulations promulgated under New York State Banking Law ("State Banking Laws"). GreenPoint is not currently subject to the bank holding company regulations of State Banking Laws because a company such as GreenPoint that controls only one banking institution is not deemed to be a bank holding company under State Banking Laws.
However, the Bank is subject to other State Banking Laws and to extensive regulation by the Banking Department, as its chartering agency, and by the Federal Deposit Insurance Corporation (the "FDIC"), as its deposit insurer. The Bank is also subject to regulation by the FRB. GreenPoint and its subsidiaries also are affected by the fiscal and monetary policies of the federal government and the FRB, and by various other governmental requirements and regulations.
LIABILITY FOR BANK SUBSIDIARIES. Under current FRB policy, a bank holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and to maintain resources adequate to support each such subsidiary bank. This support may be required at times when the bank holding company may not have the resources to provide it. In the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and entitled to priority of payment.
Similarly, any depository institution insured by the FDIC, including the Bank, can be held liable for any loss incurred, or reasonably expected to be incurred, by the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution in danger of default. "Default" is defined generally as the appointment of a conservator or receiver and "in danger of default" is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance. Also, if such a default occurred with respect to a bank, any capital loans to the bank from its parent holding company would be subordinate in right of payment to payment of the bank's depositors and certain of its other obligations.
CAPITAL REQUIREMENTS. GreenPoint is subject to risk-based capital requirements and guidelines imposed by the FRB, which are substantially similar to the capital requirements and guidelines imposed by the FDIC, the Office of Thrift Supervision and the Office of the Comptroller of the Currency on the depository institutions within their respective jurisdictions. For this purpose, a depository institution's or holding company's assets and certain specified off-balance sheet commitments are assigned to four risk categories, each weighted differently based on the level of credit risk that is ascribed to such assets or commitments. A depository institution's or holding company's capital, in turn, is divided into two tiers: core ("Tier 1") capital, which includes common equity, non-cumulative perpetual preferred stock and a limited amount of cumulative perpetual preferred stock and related surplus (excluding auction rate issues) and a limited amount of cumulative perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less goodwill, certain identifiable intangible assets and certain other assets; and supplementary ("Tier 2") capital, which includes, among other items, perpetual preferred stock not meeting the Tier 1 definition, mandatory convertible securities, subordinated debt and allowances for loan and lease losses, subject to certain limitations, less certain required deductions.
GreenPoint, like other bank holding companies, currently is required to maintain Tier 1 and "total capital" (the sum of Tier 1 and Tier 2 capital) equal to at least 4% and 8% of its total risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit), respectively. At December 31, 2000, GreenPoint met both requirements, with Tier 1 and total capital equal to 9.17% and 10.94% of its total risk-weighted assets.
The FRB, the FDIC and the Banking Department have adopted rules to incorporate market and interest rate risk components into their risk-based capital standards. Amendments to the risk-based capital requirements of the FRB and the FDIC, incorporating market risk, became effective January 1, 1998. Under the new market risk requirements, capital will be allocated to support the amount of market risk related to a financial institution's ongoing trading activities.
The FRB also requires bank holding companies to maintain a minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3% if the holding company has the highest regulatory rating and meets certain other requirements, or of 3% plus an additional cushion of at least 100 to 200 basis points if the holding company does not meet these requirements. At December 31, 2000, GreenPoint's leverage ratio was 9.39%.
The FRB may set capital requirements higher than the minimums noted above for holding companies whose circumstances warrant it. For example, holding companies experiencing or anticipating significant growth may be expected to maintain capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the FRB has indicated that it will consider a "tangible Tier 1 capital leverage ratio" (deducting all intangibles) and other indicia of capital strength in evaluating proposals for expansion or new activities.
The Bank is subject to similar risk-based and leverage capital requirements adopted by the FDIC. The Bank was in compliance with the applicable minimum capital requirements as of December 31, 2000. The Bank has not been advised by any federal banking agency or by the Banking Department of any specific minimum leverage ratio requirement applicable to it.
Failure to meet capital requirements could subject a bank to a variety of enforcement remedies, including the termination of deposit insurance by the FDIC, and to certain restrictions on its business, which are described under "FDICIA."
FDICIA. FDICIA, among other things, identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) and requires federal bank regulatory agencies to implement systems for "prompt corrective action" for insured depository institutions that do not meet minimum capital requirements, based on these categories. FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the category in which an institution is classified. Unless a bank is "well capitalized," it is subject to restrictions on its ability to offer brokered deposits and on certain other aspects of its operations. An "undercapitalized" bank must develop a capital restoration plan and its parent holding company must guarantee the bank's compliance with the plan up to the lesser of 5% of the bank's assets at the time it became undercapitalized and the amount needed to comply with the plan.
As of December 31, 2000, GreenPoint Bank was "well capitalized," based on the "prompt corrective action" ratios and guidelines described above. It should be noted, however, that the Bank's capital category is determined solely for the purpose of applying the FDIC's "prompt corrective action" regulations and that the capital category may not constitute an accurate representation of the Bank's overall financial condition or prospects.
DIVIDEND RESTRICTIONS. State Banking Laws impose certain restrictions on the payment of dividends by the Bank to GreenPoint, including a provision that, without regulatory approval, the Bank cannot declare and pay dividends in any calendar year in excess of its net profits, as defined by the State Banking Laws, for that year combined with its retained net profits, as defined by the State Banking Laws, of the two preceding years, less any required transfer to surplus. Likewise, the approval of the FDIC is required for any dividend if the total of all dividends declared by the Bank in any calendar year would exceed the total of its net profits, as defined by the FDIC, for such year combined with its retained net profits, as defined by the FDIC, for the preceding two years. In addition, GreenPoint may not pay a dividend in an amount greater than its net profits then on hand. At December 31, 2000, $342.0 million of the total stockholders' equity of the Bank was available for payment of dividends to GreenPoint without approval by the applicable regulatory authority.
In addition, federal bank regulatory authorities have authority to prohibit the Bank from engaging in an unsafe or unsound practice in conducting its business. The payment of dividends, depending upon the financial condition of the bank in question, could be deemed to constitute such an unsafe or unsound practice. The ability of the Bank to pay dividends in the future is currently, and could be further, influenced by bank regulatory policies and capital guidelines.
DEPOSIT INSURANCE ASSESSMENTS. The deposits of the Bank are insured up to regulatory limits by the FDIC and, accordingly, are subject to deposit insurance assessments to maintain the Bank Insurance Fund (the "BIF") and the Savings Association Insurance Fund ("SAIF") administered by the FDIC. The FDIC has adopted regulations establishing a permanent risk-related deposit insurance assessment system. Under this system, the FDIC places each insured bank in one of nine risk categories based on (i) the bank's capitalization and (ii) supervisory evaluations provided to the FDIC by the institution's primary federal regulator. Each insured bank's insurance assessment rate is then determined by the risk category in which it is classified by the FDIC.
Due to the Bank's current risk-based assessment, as of January 1, 2000, the annual insurance premiums on bank deposits insured by the BIF (approximately 75% of the Bank's deposits) and the SAIF (approximately 25% of the Bank's deposits) were both zero.
The Deposit Insurance Funds Act of 1996 provides for assessments to be imposed on insured depository institutions with respect to deposits insured by the BIF and the SAIF (in addition to assessments currently imposed on depository institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost of Financing Corporation ("FICO") funding. The FICO assessment rates as of January 1, 2000 were $0.02120 per $100 annually for BIF-assessable deposits and $0.02120 per $100 annually for SAIF-assessable deposits.
DEPOSITOR PREFERENCE STATUTE. Federal legislation has been enacted providing that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution would be afforded a priority over other general unsecured claims against such institution, including federal funds and letters of credit, in the "liquidation or other resolution" of the institution by any receiver.
BROKERED DEPOSITS. Under FDIC regulations, no FDIC-insured depository institution can accept brokered deposits unless it (i) is well capitalized, or (ii) is adequately capitalized and receives a waiver from the FDIC. In addition, these regulations prohibit any depository institution that is not well capitalized from (a) paying an interest rate on deposits in excess of 75 basis points over certain prevailing market rates or (b) offering "pass through" deposit insurance on certain employee benefit plan accounts subject to certain exceptions.
INTERSTATE BANKING AND BRANCHING. Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Riegle-Neal"), subject to certain concentration limits and other requirements, (i) bank holding companies such as GreenPoint are permitted to acquire banks and bank holding companies located in any state; (ii) any bank that is a subsidiary of a bank holding company is permitted to receive deposits, renew time deposits, close loans, service loans and receive loan payments as an agent for any other bank subsidiary of that holding company; and (iii) banks are permitted to acquire branch offices outside their home states by merging with out-of-state banks, purchasing branches in other states, and establishing de novo branch offices in other states; provided that, in the case of any such purchase or opening of individual branches, the host state has adopted legislation "opting in" to those provisions of Riegle-Neal; and provided that, in the case of a merger with a bank located in another state, the host state has not adopted legislation "opting out" of that provision of Riegle-Neal. GreenPoint could use Riegle-Neal to acquire banks in additional states.
CONTROL ACQUISITIONS. The Change in Bank Control Act prohibits a person or group of persons from acquiring "control" of a bank holding company, unless the Federal Reserve Board has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the securities Exchange Act of 1934, such as the Company, would, under the circumstances set forth in the presumption, constitute acquisition of control of the bank holding company.
In addition, a company is required to obtain the approval of the Federal Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the case of an acquirer that is a bank holding company) or more of any class of outstanding common stock of a bank holding company, or otherwise obtaining control or a "controlling influence" over the bank holding company.
FINANCIAL MODERNIZATION LEGISLATION. On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act, which permits bank holding companies to become financial holding companies and, by doing so, affiliate with securities firms and insurance companies and engage in other activities that are financial in nature or complementary thereto. A bank holding company may become an FHC, if each of its subsidiary banks is well capitalized under the FDICIA prompt corrective action provisions, well managed and has at least a satisfactory rating under the Community Reinvestment Act, by filing a declaration that the bank holding company wishes to become an FHC and meets all applicable requirements.
No prior regulatory approval will be required for an FHC to acquire a company, other than a bank or savings association, engaged in activities permitted under the Gramm-Leach-Bliley Act. Activities cited by the Gramm-Leach-Bliley Act as being "financial in nature" include:
o securities underwriting, dealing and market making o sponsoring mutual funds and investment companies o insurance underwriting and agency o merchant banking activities o activities that the Board has determined to be closely relate to banking
The Gramm-Leach-Bliley Act may change the operating environment of the Company and its subsidiaries in substantial and unpredictable ways. We cannot accurately predict the ultimate effect that this legislation, or implementing regulations, will have upon the financial condition or results of operations of the Company or any of its subsidiaries.
ITEM 2.
ITEM 2. PROPERTIES
The Company's executive office is located at 90 Park Avenue, New York, New York. This location contains approximately 41.1 thousand square feet of commercial office space, located on the 4th floor, which the Company leases. The Company also has an operating center at 1981 Marcus Avenue, Lake Success, New York. This location contains approximately 105.3 thousand square feet of commercial office space, which the Company leases. In addition, GreenPoint Mortgage leases an operating center in Charlotte, North Carolina at 5032 Parkway Plaza Boulevard, which contains 40.6 thousand square feet. GreenPoint Mortgage leases 112.3 thousand square feet of commercial office space located in Larkspur, California, including 16.3 thousand square feet at 700 Larkspur Landing Circle, 35.1 thousand square feet at 900 Larkspur Landing Circle and 60.9 thousand square feet at 1100 Larkspur Landing Circle. The Company maintains a servicing operations center located in Columbus, Georgia. In Columbus, GreenPoint Mortgage owns the property at 2300 Brookstone Boulevard, which contains 34.7 thousand square feet of office space. Also in Columbus is another property which the Company leases, located at 2920 Fourth Avenue. This property contains 15.4 thousand square feet and is used for office and storage space. The Company also maintains a servicing operations center at 1435 N. Dutton Avenue in Santa Rosa, California which has 15.2 thousand square feet and warehouse space of 12.4 thousand square feet at 1160 N. Dutton Avenue in Santa Rosa, California. Additionally, GPC leases 90.0 thousand square feet of office space at 10089 Willow Creek Road, San Diego, California. This location is the headquarters for the manufactured housing operations.
The Bank operates its consumer banking activities out of 74 branches located throughout the New York metropolitan area.
GreenPoint Mortgage operates its mortgage lending activities from its Charlotte, North Carolina operating center. Hub offices are located in Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Massachusetts, Michigan, New Jersey, Pennsylvania, Texas, Virginia and Washington.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
PENDING LITIGATION
In the ordinary course of business, the Corporation and its subsidiaries are routinely defendants in or parties to a number of pending and threatened legal actions and proceedings, in which monetary damages and other forms of relief are sought. Certain of such actions involve alleged violations of consumer protection laws, including claims relating to the Corporation's loan collection efforts, and other federal and state banking laws. Certain of such actions involve claims for punitive damages. Management has established what it believes to be sufficient allocated reserves to cover any final judgments rendered in any such cases. Accordingly, management believes that these actions and proceedings and the losses, if any, resulting from the final outcome thereof, will not be material in the aggregate to the Corporation's financial position or results of operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to the Company's shareholders during the quarter ended December 31, 2000.
ITEM 4A. EXECUTIVE OFFICERS
The following sets forth-certain information regarding the individuals who are deemed to be executive officers of the Company.
THOMAS S. JOHNSON, 60, has been Chairman and Chief Executive Officer of the Corporation since joining the Corporation in August 1993. He was also President of the Corporation from August 1993 to October 1997. Mr. Johnson has served as President of both Chemical Bank and Manufacturers Hanover Trust Company. He is a Director of Alleghany Corporation, a company engaged in the insurance and reinsurance businesses, RR Donnelley & Sons, Inc., a printing company, Online Resources & Communications Corporation, and a number of not-for-profit organizations, including The Institute of International Education, The Asia Society, The United States Japan Foundation, The Cancer Research Institute of America and WNET Channel 13, New York. He is Chairman of the Board of Trustees of Trinity College. A graduate of Trinity, he also has a masters degree in business administration from Harvard University.
BHARAT B. BHATT, 57, has been a Director of the Corporation since October 1997. Mr. Bhatt joined the Corporation in June 1995 as Vice Chairman and was appointed as the Corporation's President and Chief Operating Officer in October 1997. Mr. Bhatt served as the Chief Financial Officer of Shawmut National Corporation from 1992 to 1994, as a Senior Vice President at Mellon Bank from 1989 to 1992 and held various positions at Chemical Bank from 1971-1989. A graduate of the University of Bombay, Mr. Bhatt also attended the Management Program at the Harvard Business School. Mr. Bhatt is a member of The Institute of Chartered Accountants.
PETER T. PAUL, 57, has been a Director of the Corporation since March 1999. Mr. Paul became a member of the Corporation's management as a Vice Chairman in March 1999 following the Corporation's acquisition of Headlands Mortgage Company ("Headlands") and was appointed President and Chief Executive Officer of GPC in January 2000. Mr. Paul founded Headlands, which began operation in 1986, and served as its Chairman, Chief Executive officer and President. He earned a BA in business administration from the University of New Hampshire and an MBA from Boston University. Mr. Paul is a Director of the California Mortgage Bankers Association and the Federal Agricultural Mortgage Corporation (Farmer Mac).
JEAN C. BINGHAM, 49, joined the Company in February 1993 and serves as Executive Vice President, Risk Management. Prior to that she served as Executive Vice President and Chief Operating Officer of Barclays American/Mortgage Corporation from 1993-1995 and Vice President, Retail Bank Mortgage Production at Anchor Savings Bank from 1989-1993. Previously, she was Senior Vice President, WeSav Funding Correspondent Division of WeSav Mortgage Corporation from 1987-1989 and Senior Vice President, National Funding Correspondent Division of Midland Mortgage Company from 1985-1987. Mrs. Bingham had also held various positions at Norwest Mortgage Inc. Mrs. Bingham earned a BA from the University of Minnesota.
HOWARD C. BLUVER, 44, joined GreenPoint in June 1994 and currently serves as Executive Vice President, General Counsel, and Corporate Secretary. Prior to joining the Bank, Mr. Bluver held a variety of positions at the Office of Thrift Supervision in the Treasury Department. His final assignment was as Deputy Chief Counsel for Corporate Transactions. Prior to that he worked in private law practice and at the Securities and Exchange Commission and held positions from a Staff Attorney to Branch Chief of the Division of Corporation Finance. Mr. Bluver earned a BA in Political Science from SUNY Albany and a JD from SUNY Buffalo, School of Law.
S. A. IBRAHIM, 49, joined GreenPoint in March 1997 and was appointed President and Chief Executive Officer of GreenPoint Mortgage in January 2000. Prior to that he served as Chief Operating Officer of the combined mortgage business of GreenPoint Mortgage and Headlands Mortgage upon completion of the Headlands acquisition. Prior to joining the Bank, Mr. Ibrahim was in charge of International Reengineering at American Express' Travel Related Services Company. Previously, he held various positions at Chemical Banking Corporation, including Chief Executive Officer of the Mortgage Business, Chief of Staff to the Vice Chairman in charge of Consumer Banking and Chief Credit Officer for Consumer Banking. He has also been head of the Credit Card Operations at Crocker Bank and Chief Financial Officer of the Business Services Division at Bank of America. Mr. Ibrahim holds a B. E. in Engineering from Osmania University in Hyderabad, India, and an MBA in Finance from the Wharton School at the University of Pennsylvania.
JEFFREY R. LEEDS, 55, joined the Bank in September 1995 and serves as Executive Vice President and Chief Financial Officer. Prior to that, he served as Executive Vice President, Finance, and Treasurer. Before joining the Bank, Mr. Leeds held a variety of positions at Chemical Bank. His final assignment was as Head of the Asset and Liability Management staff. Prior to that he served for seven years as Chief Money Market Economist. Mr. Leeds began his career as an economist at the First National Bank of Chicago. He also spent two years as Director of New Product Development at the Chicago Board Options Exchange. Mr. Leeds earned a Bachelor's Degree in economics from the University of Michigan and holds a Masters in Business Administration and Master of Philosophy from the Columbia University Graduate School of Business.
MARY M. MASSIMO, 55, joined GreenPoint in November 1999 and serves as Senior Vice President and Human Resources Director of the Bank. Before joining GreenPoint, she was head of Human Resources and office operations at Rockefeller & Co., Inc., between 1994-1999. From 1988-1994, she headed Human Resources at Swiss Bank Corporation North America. Ms. Massimo has also held senior positions in Human Resources at Drexel, Burnham, Lambert, Inc., and International Paper Co. Ms. Massimo earned a BA in psychology from the College of New Rochelle, and she earned both masters and doctorate degrees in psychology from Fordham University.
CHARLES P. RICHARDSON, 54, joined the Company in April 1993 and was appointed Executive Vice President and Chief Financial Officer for GPC in January 2000. Prior to that he served as the Company's Executive Vice President, Corporate Development. Prior to joining the Company, Mr. Richardson was Executive Vice President and Chief Financial Officer for Dollar Dry Dock Bank (1985-1992) and was a banking and thrift industry consultant (1992-1993). Mr. Richardson holds a business degree in accounting from Temple University.
RAMESH SHAH, 53, joined the Bank in June 1996 and serves as Executive Vice President, Consumer Banking of the Company and the Bank. Prior to that, he served as Executive Vice President, Marketing and Product Development. Before joining the Bank, Mr. Shah was Senior Vice President of NatWest Bancorp. (1994-1996); Senior Vice President of Shearson Lehman Brothers (1991-1994) and Senior Vice President of American Express Company (1988-1991). Mr. Shah holds a Masters in Business Administration from Columbia University and a Bachelor of Arts degree from Bates College.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is currently listed on the New York Stock Exchange (NYSE) under the symbol "GPT." Trading in the Company's stock commenced on January 28, 1994. As of March 19, 2001, 100,583,086 shares of common stock were issued and outstanding, and held by approximately 3,935 holders of record. In 2000 the Company paid a cash dividend of $0.25 per share in March, June, September and December. In 1999 the Company paid a cash dividend of $0.22 per share in March, June, September and December. In 1998 the Company paid a cash dividend of $0.16 per share in March, June, September and December.
Information relating to the high, low and quarter-end closing sales prices of the Common Stock appears on page 51 of the Company's 2000 Annual Report to Shareholders and is incorporated herein by reference.
On March 30, 1999, the company completed a pooling transaction. Accordingly, the financial statements for all years presented have been restated to reflect the impact of the transaction.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The above-captioned information appears under "Five Year Selected Consolidated Data" on pages 9 and 10 in the Company's 2000 Annual Report to Shareholders and is incorporated herein by reference.
In addition, the Company's ratios of average equity to average assets is 13.15%, 13.31%, and 11.25% for the years ended December 31, 2000, 1999 and 1998, respectively.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The above captioned information appears under "Management's Discussion and Analysis" on pages 11 through 22 in the Company's 2000 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ON MARKET RISK
The above captioned information appears under "Management's Discussion and Analysis" on pages 14 through 19 in the Company's 2000 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The above captioned information appears on pages 23 through 28 in the Company's 2000 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information presented under the heading "Information with Respect to Nominees and Continuing Directors" on pages 3 through 4 in the Company's definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 8, 2001, which was filed with the SEC on March 23, 2001, is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation included under the heading "Executive Compensation" on pages 10 through 17 (excluding the Stock Performance Graph on page 14) in the Company's Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 8, 2001, which was filed with the SEC on March 23, 2001, is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to security ownership of certain beneficial owners and management included under the heading "Securities Owned by Directors and Executive Officers" on page 5 in the Company's Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 8, 2001, which was filed with the SEC on March 23, 2001, is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions is included under the heading "Transactions with Certain Related Persons" on page 17 in the Company's Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 8, 2001, which was filed with the SEC on March 23, 2001, is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
GREENPOINT FINANCIAL CORP. LIST OF EXHIBITS (FILED HEREWITH UNLESS OTHERWISE NOTED)
(a) The following documents are filed as a part of this report:
(1) Consolidated Financial Statements of the Company are incorporated by reference to the following indicated pages of the 2000 Annual Report to Shareholders:
PAGES -----
Consolidated Statements of Financial Condition as of December 31, 2000 and 1999 23
Consolidated Statements of Income for the years ended December 31, 2000, 1999 and 1998 24
Consolidated Statements of Comprehensive Income for the years ended December 31, 2000, 1999 and 1998 25
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2000, 1999 and 1998 26
Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998 27-28
Notes to the Consolidated Financial Statements 29-51
Report of Independent Accountants 52
Exhibit Number - --------- 2.1 Purchase of Assets and Liability Assumption Agreement by and between Home Savings of America, FSB, and GreenPoint Bank(1) 2.2 Stock Purchase Agreement between BankAmerica Corp. and GreenPoint Bank (2) 2.3 Agreement and Plan of Merger by and among GreenPoint Financial Corp., GF Acquisition Corp. and Headlands Mortgage Company (3) 3.1 Certificate of Incorporation of GreenPoint Financial Corp.(4) 3.2 Bylaws of GreenPoint Financial Corp.(5) 3.3 Restated Organization Certificate of GreenPoint Bank (6) 3.4 Bylaws of GreenPoint Bank 10.1 Employment Agreement Among GreenPoint Financial Corp., GreenPoint Bank and Bharat B. Bhatt (7) 10.2 Amended Employment Agreement Among GreenPoint Financial Corp., GreenPoint Bank and Thomas S. Johnson (8) 10.3 GreenPoint Financial Corp. Amended and Restated 1994 Stock Incentive Plan (9) 10.4 GreenPoint Financial Corp. Non-Employee Directors Stock Option Plan (10) 10.5 GreenPoint Bank Recognition and Retention Plan for Employees (11) 10.6 GreenPoint Bank Retirement Plan for Independent Directors (12) 10.7 GreenPoint Bank 1993 Directors' Deferred Fee Stock Unit Plan (13) 10.8 GreenPoint Financial Corp. 1999 Stock Incentive Plan (14) 10.9 GreenPoint Financial Corp. 1999 Annual Incentive Plan (15) 10.10 GreenPoint Financial Corp. 2001 Stock Plan 10.11 GreenPoint Financial Corp. Non-Employee Directors 2001 Stock Option Plan 11.1 Statement Regarding Computation of Per Share Earnings 12.1 Statement Regarding Computation of Ratios 13.1 Annual Report to Shareholdersfor Fiscal Year ended December 31, 2000 21.1 Subsidiaries of the Company 23.1 Consent of Independent Accountants 27.1 Financial Data Schedule
(1) INCORPORATED BY REFERENCE TO EXHIBIT 2.1 TO THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q, DATED JUNE 30, 1995. (2) INCORPORATED BY REFERENCE TO EXHIBIT 2.1 TO THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q, DATED MARCH 31, 1998. (3) INCORPORATED BY REFERENCE TO EXHIBIT 2.1 TO COMPANY'S REGISTRATION STATEMENT ON FORM S-4, DATED FEBRUARY 18, 1999. (4) INCORPORATED BY REFERENCE TO EXHIBIT 3.1 TO THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q, DATED MARCH 31, 1995. (5) INCORPORATED BY REFERENCE TO EXHIBIT 3.2 TO THE 1997 10-K. (6) INCORPORATED BY REFERENCE TO EXHIBIT 3.3 TO THE 1994 10-K. (7) INCORPORATED BY REFERENCE TO EXHIBIT 10.1 TO THE 1996 10-K. (8) INCORPORATED BY REFERENCE TO EXHIBIT 10.1 TO THE 1994 10-K. (9) INCORPORATED BY REFERENCE TO EXHIBIT 10.3 TO THE 1994 10-K. (10) INCORPORATED BY REFERENCE TO EXHIBIT 10.4 TO THE 1994 10-K. (11) INCORPORATED BY REFERENCE TO EXHIBIT 10.7 TO THE 1994 10-K. (12) INCORPORATED BY REFERENCE TO EXHIBIT 10.8 TO THE 1994 10-K. (13) INCORPORATED BY REFERENCE TO EXHIBIT 10.9 TO THE 1994 10-K. (14) INCORPORATED BY REFERENCE TO EXHIBIT 10.13 TO THE 1999 10-K. (15) INCORPORATED BY REFERENCE TO EXHIBIT 10.14 TO THE 1999 10-K.
The Schedules have been omitted as the required information is either not applicable or has been included in the Notes to the Consolidated Financial Statements in the Company's Annual Report to Shareholders.
REPORTS ON FORM 8-K
On October 3, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K for the previously registered offer and sale of the GreenPoint Home Equity Loan Trust Asset-Backed Notes, Series 2000-1, Class A-2 Variable Asset-Backed Notes (the "Series 2000-1 Notes"). Also included was the monthly Payment Date Statement distributed to holders of Series 2000-1 Notes dated September 15, 2000.
On October 3, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 1999-2 Revolving Home Equity Loan Asset-Backed Notes, Series 1999-2 (the "Series 1999-2 Notes"). GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of December 1, 1999. Also included was the Monthly Payment Date Statement distributed to holders of Series 1999-2 Notes dated September 15,2000.
On October 10, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to file a Pooling and Servicing Agreement (2000-4), dated as of September 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and as Servicer and Bank One, National Association as Trustee.
On October 10, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to file a Pooling and Servicing Agreement (2000-5), dated as of September 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and as Servicer and Bank One, National Association as Trustee.
On October 11, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the GreenPoint Home Equity Loan Trust 2000-2, Home Equity Loan Asset-Backed Notes.
On October 23, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to file the following documents: (i) a Pooling and Servicing Agreement, dated as of March 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and The First National Bank of Chicago as Trustee; and (ii) the required Monthly Investor Servicing Report for August 31, 2000.
On October 23, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to file the following documents: (i) a Pooling and Servicing Agreement, dated as of March 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and The First National Bank of Chicago as Trustee; and (ii) the required Monthly Investor Servicing Report for September 30, 2000.
On October 23, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated March 13, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and the First National Bank of Chicago as Trustee; and (ii) the required Monthly Investor Servicing Report for August 31, 2000.
On October 23, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated March 13, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and the First National Bank of Chicago as Trustee; and (ii) the required Monthly Investor Servicing Report for September 30, 2000.
On October 23, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated May 31, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and the First National Bank of Chicago as Trustee; and (ii) the required Monthly Investor Servicing Report for August 31, 2000.
On October 23, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated May 31, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and the First National Bank of Chicago as Trustee; and (ii) the required Monthly Investor Servicing Report for September 30, 2000.
On November 6, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 2000-1 Home Equity Loan Asset-Backed Securities. GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of June 1, 2000. Also included was the Monthly Remittance Statement to the Certificateholders dated as of September 15, 2000.
On November 15, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 1999-2 Revolving Home Equity Loan Asset-Backed Notes, Series 1999-2 (the "Series 1999-2 Notes"). GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of December 1, 1999. Also included was the Monthly Payment Date Statement distributed to holders of Series 1999-2 Notes dated October 16, 2000.
On November 15, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K for the previously registered offer and sale of the GreenPoint Home Equity Loan Trust Asset-Backed Notes, Series 2000-1, Class A-2 Variable Rate Asset-Backed Notes (the "Series 2000-1 Notes"). GreenPoint Mortgage Securities Inc. is sponsor of the GreenPoint Home Equity Loan Trust, Series 2000-1, Class A-2 Variable Rate Asset Backed Notes. Also included was the Monthly Payment Date Statement distributed to holders of Series 2000-1 Notes dated October 16, 2000.
On November 17, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 2000-1 Home Equity Loan Asset-Backed Securities. GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of June 1, 2000. Also included was the Monthly Remittance Statement to the Certificateholders dated as of October 16, 2000.
On November 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated March 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee; and (ii) the required Monthly Investor Servicing Report for October 31, 2000.
On November 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated March 13, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and the First National Bank of Chicago as Trustee; and (ii) the required Monthly Investor Servicing Report for October 31, 2000.
On November 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated May 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee; and (ii) the required Monthly Investor Servicing Report for October 31, 2000.
On November 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated September 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee relating to Pass Through Certificates Series 2000-4; and (ii) the required Monthly Investor Servicing Report for September 30, 2000.
On November 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated September 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee relating to Pass Through Certificates Series 2000-5; and (ii) the required Monthly Investor Servicing Report for September 30, 2000.
On November 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated September 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee; and (ii) the required Monthly Investor Servicing Report for October 31, 2000.
On December 7, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 2000-2 Home Equity Loan Asset-Backed Certificates. GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of September 1, 2000.
On December 7, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 2000-1 Home Equity Loan Asset-Backed Securities. GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of June 1, 2000. Also included was the Monthly Remittance Statement to the Certificateholders dated as of November 15, 2000.
On December 8, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 2000-3 Home Equity Loan Asset-Backed Notes. GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of December 1, 2000.
On December 8, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 1999-2 Revolving Home Equity Loan Asset-Backed Notes, Series 1999-2 (the "Series 1999-2 Notes"). GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of December 1, 1999. Also included was the Monthly Payment Date Statement distributed to holders of Series 1999-2 Notes dated November 15, 2000.
On December 12, 2000, GreenPoint Asset, LLC filed a current report on Form 8-K for the Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee.
On December 12, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to file the following documents: (i) the Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters; (ii) Consent of PricewaterhouseCoopers LLP; and (iii) External Computational Materials prepared by Credit Suisse First Boston Corporation.
On December 13, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K providing for the issuance of the GreenPoint Home Equity Loan Trust 2000-3 Home Equity Loan Asset-Backed Notes. GreenPoint Mortgage Securities Inc. is sponsor under the Sale and Servicing Agreement, dated as of December 1, 2000.
On December 20, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a current report on Form 8-K for the previously registered offer and sale of the GreenPoint Home Equity Loan Trust Asset-Backed Notes, Series 2000-1, Class A-2 Variable Rate Asset-Backed Notes (the "Series 2000-1 Notes"). GreenPoint Mortgage Securities Inc. is sponsor of the GreenPoint Home Equity Loan Trust, Series 2000-1, Class A-2 Variable Rate Asset Backed Notes. Also included was the Monthly Payment Date Statement distributed to holders of Series 2000-1 Notes dated November 15, 2000.
On December 20, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to file the following documents: (i) the Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax matters; (ii) Consent of PricewaterhouseCoopers LLP; and (iii) External Computational Materials prepared by Credit Suisse First Boston Corporation.
On December 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated March 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee; and (ii) the required Monthly Investor Servicing Report for November 30, 2000.
On December 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated March 13, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee; and (ii) the required Monthly Investor Servicing Report for November 30, 2000.
On December 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated May 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee; and (ii) the required Monthly Investor Servicing Report for November 30, 2000.
On December 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated September 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee; and (ii) the required Monthly Investor Servicing Report for October 31, 2000.
On December 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes the following information: (i) a Pooling and Servicing Agreement, dated September 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and Servicer and Bank One, National Association, as Trustee; and (ii) the required Monthly Investor Servicing Report for November 30, 2000.
On December 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes a Pooling and Servicing Agreement (2000-6), dated December 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and as Servicer and Bank One, National Association, as Trustee.
On December 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed a current report on Form 8-K that includes a Pooling and Servicing Agreement (2000-7), dated December 1, 2000, between GreenPoint Credit, LLC, as Contract Seller and as Servicer and Bank One, National Association, as Trustee.
SIGNATURES
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.
GreenPoint Financial Corp.
By: /s/ Thomas S. Johnson -------------------------- Thomas S. Johnson Chairman of the Board and Chief Executive Officer
Dated: March 23, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.
Signature Title Date - --------- ----- ----
/s/ Thomas S. Johnson Chairman of the Board March 23, 2001 - ------------------------ and Chief Executive Officer Thomas S. Johnson
/s/ Bharat B. Bhatt Member of the Board, March 23, 2001 - ------------------------ President and Chief Bharat B. Bhatt Operating Officer
/s/ Peter T. Paul Vice Chairman, President March 23, 2001 - ------------------------ and Chief Executive Officer Peter T. Paul of GreenPoint Credit
/s/ Dan F. Huebner Director March 23, 2001 - ------------------------ Dan F. Huebner
/s/ William M. Jackson Director March 23, 2001 - ------------------------ William M. Jackson
/s/ Robert M. McLane Director March 23, 2001 - ------------------------ Robert M. McLane
/s/ Charles B. McQuade Director March 23, 2001 - ------------------------ Charles B. McQuade
SIGNATURE TITLE DATE - --------- ----- ----
/s/ Alvin N. Puryear Director March 23, 2001 - ------------------------ Alvin N. Puryear
/s/ Robert P. Quinn Director March 23, 2001 - ------------------------ Robert P. Quinn
/s/ Edward C. Schmults Director March 23, 2001 - ------------------------ Edward C. Schmults
/s/ Robert F. Vizza Director March 23, 2001 - ------------------------ Robert F. Vizza
/s/ Jeffrey R. Leeds Executive Vice President March 23, 2001 - ------------------------ and Chief Financial Officer Jeffrey R. Leeds
/s/ Joseph D. Perillo Senior Vice President March 23, 2001 - ------------------------ and Controller Joseph D. Perillo