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, a leading national specialty housing
finance company with more than $25 billion in mortgage loan originations in
2001, has two principal businesses. GreenPoint Mortgage (“GPM”), headquartered
in Novato, California, is a leading national lender in non-conforming residential
mortgages, specializing in “Alternative A” (“Alt A”) mortgage loans. GreenPoint
Bank (the “Bank”), a New York State chartered savings bank, is the third
largest thrift depository in the Greater New York area with $11 billion in
deposits in 74 branches serving more than 400,000 households.
Through the Bank and GPM, 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. 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 loans, fees
from the servicing of these loans and retail consumer banking fees and
commissions earned. 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.
In December 2001, GreenPoint formally adopted a Plan
to discontinue the manufactured housing lending business. The Plan of
discontinuation includes the decision to cease accepting loan applications and
fund only new loans pertaining to existing loan commitments. The Company will
continue to honor its contractual commitments to service its current loan
portfolio and plans to sell most of the remaining loans on its balance sheet of
$705 million. A restructuring accrual has been established to account for
current and future contractual commitments outstanding, however this accrual
may need to be adjusted in the future if events change significantly.
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.
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 Corporation (“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, 2001, GPM’s mortgage loan
servicing portfolio consisted of approximately 195,786 one-to-four family
residential mortgage loans with an aggregate principal balance of $25.8
billion, including $14.0 billion serviced for GreenPoint and $11.8 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 and imputed interest.
Consumer
Banking Activities
The Consumer Branch Network (“Branch Network”)
consists of 74 full-service banking offices with 113 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. The Bank has recently
started to offer a variety of financial services to meet the needs of business
communities it serves. Services included are business checking, savings, time,
escrow management, IOLA and lease security accounts, Keogh, SEP-IRA, simple
IRA, 401k and 403b plans, credit and debit cards, night deposit, on-line
banking and merchant credit/debit processing.
Manufactured
Housing Loan Servicing Activities
GreenPoint Credit, LLC (“GPC”) 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. At December 31, 2001, GPC serviced approximately 412,111
manufactured housing loans with an outstanding principal balance of $13.0
billion. At December 31, 2001, GPC serviced approximately 25,060 manufactured
housing loans in its own portfolio with an outstanding principal balance of
$973 million. GPC does not recognize service fee income separately for loans
serviced in its own portfolio.
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.
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, 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, 2001, pages
16-20. The Company assumes counterparty risk primarily in its short term
investments, hedging activities, and mortgage purchases or sales. Counterparty
exposure limits are assigned by Risk Management based on internal policies and
are monitored on an ongoing basis.
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. These risks are further
described on page 19 of the Company’s 2001 Annual Report to Shareholders and is
incorporated herein by reference.
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, 2001, 43.2% of the Company’s
mortgage loan portfolio was secured by properties located in New York
State and 26.6% of the portfolio was secured by properties in California. 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, 2001. The table does not include prepayments or scheduled
principal amortization. Prepayments and scheduled principal amortization on
mortgage loans totaled $2.7 billion for the year ended December 31, 2001.
(1)
Does not include non-accrual loans.
The following table sets forth, at December 31, 2001,
the dollar amount of all fixed rate loans contractually due and adjustable rate
loans repricing after December 31, 2002.
(1)
Does not include non-accrual loans.
At December 31, 2001, 2000, 1999, 1998 and 1997, 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 million, as opposed to $21 million, which
was included in interest income for the year ended December 31, 2001.
(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, 2001,
non-accrual loans included 1,359 one-to four-family loans, with an aggregate
balance of $175 million, 83 multi-family loans with an aggregate balance of $8
million, 100 commercial real estate loans with an aggregate balance of $14
million, 369 other loans with an aggregate balance of $7 million and 29 home
equity loans with an aggregate balance of $2 million.
(3) Net of related valuation
allowance of $0.2 million, $0.6 million, $0.3 million, $0.3 million, and $0.9
million for foreclosed real estate at December 31, 2001, 2000, 1999, 1998 and
1997, respectively.
Allowance
for 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 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 policy is further described in the Critical
Accounting Policies section, page 22, of the Company’s 2001 Annual Report to
Shareholders and is incorporated herein by reference.
The following table sets forth the Company’s allowance
for loan losses at the dates and for the periods indicated.
In determining the adequacy of the allowance for loan
losses for GreenPoint’s mortgage loans held for investment, management
completes a General Valuation Allowance (“GVA”) analysis prior to the end of
each quarterly reporting period. The GVA analysis stratifies GreenPoint’s
mortgage loans held for investment portfolio into three categories: first
mortgages, second mortgages and home equity loans. The first mortgage and
second mortgage categories are further stratified into one-to-four family,
multi-family and commercial loan strata. The GVA analysis calculates the
expected losses as a percentage of loans outstanding in each loan stratum (“GVA
Percentage”) based upon the current delinquency status within each stratum.
Management combines the results of the GVA analysis with judgments concerning
macro-economic conditions and portfolio concentrations to determine the
appropriate level of the allowance for loan losses.
Due to inherent limitations in using modeling
techniques and GVA percentages, GreenPoint also maintains an unallocated
allowance. This allowance addresses short-term changes in the loan portfolio’s
historical real estate owned performance, delinquency trends, loan products,
and portfolio growth, in addition to changes in the macro-economic environment.
At the end of each quarter, management determines the adequacy of the
unallocated reserve to address these risks.
In conjunction with its exit from the manufactured
housing lending business, GreenPoint charged-off $114 million upon the transfer
of manufactured housing loans to loans receivable held for sale. The allowance
for possible loan losses at December 31, 2001 includes a $6 million allowance
balance associated with the remaining $50 million of loans from the
discontinued operation which remain in the held for investment portfolio.
Other
Credit Exposure
Prior to exiting the manufactured housing finance
lending business, GreenPoint securitized or sold with recourse most of its
manufactured housing loans. At December 31, 2001, total loans outstanding under
these arrangements were $5.3 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, 2001, total loans outstanding
under these arrangements were $2.1 billion. Expected losses were deducted when
estimating the gain on sale and the initial value of retained interests. Refer
to Note 1(l) in the Company’s 2001 Annual Report to Shareholders, for
additional information on Accounting for Loan Sales. The value of retained
interests in the securitizations is reviewed each quarter as are the liabilities
associated with letters of credit issued in the securitizations. Based on
recent loss trends, the values are updated. Refer to the Company’s 2001
Annual Report to Shareholders, page 38 to 40 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 was 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.
The Company has also established a reserve to cover
losses associated with repurchases of sold loans due to representation and
warranty violations. This reserve was determined using historical loss data
associated with loan sales and additional reserves are set aside as the volume
of sold loans increases.
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, 2001.
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, 2001.
(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, 2001, the Company
sold available for sale securities aggregating $2.6 billion, resulting in gross
realized gains of $16 million and gross realized losses of $2 million.
During the year ended December 31, 2000, the Company
sold available for sale securities aggregating $763 million, resulting in gross
realized gains of $4 million and gross realized losses of $1 million.
During the year ended December 31, 1999, the Company
sold available for sale securities aggregating $102 million, resulting in gross
realized gains of $2 million and gross realized losses of $1 million.
Sources
of Funds
General. The bank’s primary sources of funds are deposits,
Federal Funds purchased and Overnight FHLB Advances, FHLB Term Advances, loan
sales and securitizations, payments on loans, mortgage backed and other debt
securities, maturities and redemptions of investment securities, and borrowings
under repurchase agreements. Additionally, the Company has supplemented its
funding sources through the prior acquisition of investment grade credit
ratings from three credit rating agencies. Obtaining investment grade credit
ratings has afforded the Company the ability to access the investment grade
debt markets. Refer to the Company’s 2001 Annual Report to Shareholders, page
18 for additional information and discussion about the Company’s Liquidity Risk
Management.
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.
Federal Funds purchased and Overnight FHLB Advances. At December 31, 2001, the outstanding
balance of Federal Funds purchased was $960 million. Interest expense related to
purchased Federal Funds totaled $18 million for the year ended December 2001.
Federal Funds are unsecured lines of credit from other financial institutions.
At December 31, 2001, the outstanding balance of overnight FHLB advances was $1
billion. Interest expense related to these borrowings totaled $14 million for
the year ended December 31, 2001. These advances are collateralized by certain
one-to four-family residential mortgage loans pledged under a blanket lien to
the FHLB.
FHLB Term Advances. At December 31, 2001 and 2000, the outstanding
balance of FHLB term advances was $2.8 billion and $1.0 billion respectively.
Interest expense related to these borrowings totaled $102 million and $53
million for the years ended December 31, 2001 and 2000. These advances are
collateralized by certain one-to four-family residential mortgage loans pledged
under a blanket lien to the FHLB. At December 31, 2001, $1.1 billion of such
FHLB term advances are callable by the FHLB in 2002.
Repurchase Agreements. At December 31, 2001 and 2000, the outstanding balance
of repurchase agreements was $1.6 billion and $350 million respectively.
Interest expense related to these borrowings totaled $55 million and $9 million
for the years ended December 31, 2001 and 2000. All of the outstanding
repurchase agreements are collateralized by US Government agency securities or
non-agency mortgage backed securities. At December 31, 2001, $900 million of
such repurchase agreements are callable in 2002 and $500 million are callable
in 2003.
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 $24
million, $15 million and $14 million for each of the years ended December 31,
2001, 2000 and 1999, 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 million
for each of the years ended December 31, 2001, 2000 and 1999.
At December 31, 2001, the Company had outstanding $928
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
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. In August of 2001, TrueWeb was dissolved.
As of December 31, 2001 the Bank has formed twenty
subsidiaries:
Headlands
Mortgage Company.
Headlands was acquired in a pooling of interests transaction on March 30, 1999.
Headlands is located in Novato, California. On September 30, 1999, Headlands
transferred all of its assets and 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 Novato, 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 as the surviving
entity. GPC’s activities currently consist of the 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, 2001.
GreenPoint
Mortgage Securities, Inc. With the transfer of its 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
Mortgage 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 the
Bank’s 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. In August
2001, this subsidiary was dissolved with all of its remaining assets and
liabilities transferred to the Bank.
GreenPoint Securities LLC. This subsidiary was incorporated on August 25, 1999
for the purpose of establishing an entity to sell mutual funds. This subsidiary
was inactive during 2001.
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, 2001, 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 these subsidiaries
are set forth below:
Neerg Corp. This subsidiary was formed in January
1990 and currently holds one property having an aggregate carrying value of
$0.1 million and an aggregate appraised value of $0.2 million, as of December
31, 2001, based on the Company’s most recent appraisals.
298 15th Street Realty Corp. This subsidiary was formed in January
1993 and currently holds two properties having an aggregate carrying value of
$0.2 million and an aggregate appraised value of $0.3 million as of
December 31, 2001, based on the Company’s most recent appraisals.
Neerg Second Corp. This subsidiary was formed in June 1993
and currently holds no properties.
Alpha REO Corporation. This subsidiary was formed in March 1994 and
currently holds no properties.
Beta REO Corp. This subsidiary was formed in June 1994 and currently
holds no properties.
Personnel
At December 31, 2001, the Company had 4,498 full-time
employees and 257 part-time 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”).
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, 2001, 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, 2001 was approximately $422 million and $428 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.
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 return. For calendar year
2001, the New York State Franchise Tax on corporations is imposed in an amount
equal to the greater of (a) 8.5% 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.
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, 2001 the surcharge rate is 17% of the state franchise
tax liability. New York City does not impose surcharges applicable to 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, 2001, 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, 2001, GreenPoint met both requirements,
with Tier 1 and total capital equal to 10.10% and 11.72% 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, 2001, GreenPoint’s leverage ratio was 7.23%.
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, 2001. 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, 2001, 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. At December 31, 2001, $410 million of the total stockholders’ equity
of the Bank was available for payment of dividends to GreenPoint pursuant to
these provisions, as long as the Bank continues to be well-capitalized pursuant
to FDICIA.
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, 2001, 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, 2001 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, the
Gramm-Leach-Bliley Act was signed into law. It 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:
• securities
underwriting, dealing and market making
• sponsoring
mutual funds and investment companies
• insurance
underwriting and agency
• merchant
banking activities
• 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 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 thousand
square feet of commercial office space, which the Company leases, including 43
thousand square feet which has been subleased to others. In addition, GPM
leases an operating center in Charlotte, North Carolina at 5032 Parkway Plaza
Boulevard, which contains 41 thousand square feet. GPM leases 125 thousand
square feet of commercial office space located in Novato, California and 131
thousand square feet of commercial office space in Larkspur, California,
including 90 thousand square feet, which is unoccupied and available for
sublease. The Company maintains a servicing operations center located in
Columbus, Georgia. In Columbus, GPM owns the property at 2300 Brookstone
Boulevard, which contains 35 thousand square feet of office space. GPM also
leases and maintains servicing operations centers at 1435 N. Dutton Avenue and
at 981 Airway Court in Santa Rosa, California, which have 12 and 44 thousand
square feet of office space, respectively. Also in Santa Rosa, GPM leases 16
thousand square feet of warehouse space at 1160 N. Dutton Avenue. Additionally,
GPC leases 112 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.
GPM operates its mortgage lending activities from its
Charlotte, North Carolina operating center. Hub offices are located in Arizona,
California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois,
Massachusetts, Nevada, New Jersey, Oregon, 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 administrative 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 origination and 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 administrative
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,
results of operations or liquidity.
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, 2001.
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, 61, 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
insurance and industrial products businesses, RR Donnelley & Sons, Inc., a
printing company, Online Resources, a financial information services
company, The Phoenix Companies, an insurance and wealth management company, and
a number of not-for-profit organizations, including The Institute of
International Education, The Asia Society, The Cancer Research Institute of
America and WNET Channel 13, New York. Mr. Johnson is Chairman of the Board of
Trustees of Trinity College and of the Board of Directors of the United States
Japan Foundation. A graduate of Trinity, he also has a masters degree in
business administration from Harvard University.
Bharat B. Bhatt, 58, 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.
Howard C. Bluver, 45, 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, 50, 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, 56, 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, 56, joined GreenPoint in November 1999 and serves as
Senior Vice President and Human Resources Director. 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, 55, joined the Company in April 1993 and was
appointed Executive Vice President and Chief Operating Officer for GreenPoint
Credit in May 2001. He formerly served
as Executive Vice President and Chief Financial Officer for GPC. 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, 54, joined the Bank in June 1996 and serves as
Executive Vice President, Consumer Banking. 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 15, 2002, 99,733,024 shares of
common stock were issued and outstanding, and held by approximately 3,756
holders of record. In 2001 the Company paid a cash dividend of $0.25 per share
in March, June, September and December. 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.
Information relating to the high, low and quarter-end
closing sales prices of the Common Stock appears on page 54 of the Company’s
2001 Annual Report to Shareholders and is incorporated herein by reference.
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 2001 Annual
Report to Shareholders and is incorporated herein by reference.
In addition, the Company’s ratios of average equity to
average assets is 11.79%, 13.15%, and 13.31% for the years ended December 31,
2001, 2000 and 1999, 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 25 in the Company’s
2001 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 16 through 20 in the Company’s
2001 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 26
through 31 in the Company’s 2001 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 5 in the
Company’s definitive Proxy Statement for its Annual Meeting of Shareholders to
be held on May 14, 2002, which was filed with the SEC on March 29, 2002, 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 16
(excluding the Stock Performance Graph on page 13) in the Company’s Definitive
Proxy Statement for its Annual Meeting of Shareholders to be held on May 14,
2002, which was filed with the SEC on March 29, 2002, 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 14,
2002, which was filed with the SEC on March 29, 2002, 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 16 in the Company’s Definitive Proxy Statement for its
Annual Meeting of Shareholders to be held on May 14, 2002, which was filed with
the SEC on March 29, 2002, 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 2001 Annual
Report to Shareholders:
Consolidated Statements
of Financial Condition as of December 31, 2001 and 2000
Consolidated Statements of Operations for the years
ended December 31, 2001, 2000 and 1999
Consolidated Statements of Comprehensive Income for
the years ended December 31, 2001, 2000 and 1999
Consolidated Statements of Changes in Stockholders’
Equity for the years ended December 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows for the years
ended December 31, 2001, 2000 and 1999
Notes to the Consolidated Financial Statements
Report of Independent Accountants
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 (16)
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 (17)
10.11
GreenPoint Financial Corp. Non-Employee Directors
2001 Stock Option Plan (18)
10.12
GreenPoint Financial Corp. Letter Agreement with
Peter T. Paul (19)
10.13
Amendment Number
One to the Employment Agreement among GreenPoint Financial Corp., GreenPoint
Bank and Bharat B. Bhatt. (20)
10.14
Amendment Number
One to the Amended Employment Agreement among GreenPoint Financial Corp.,
GreenPoint Bank, and Thomas S. Johnson. (21)
11.1
Statement Regarding Computation of Per Share
Earnings
12.1
Statement Regarding Computation of Ratios
13.1
Annual Report to Shareholders for Fiscal Year ended
December 31, 2000
21.1
Subsidiaries of the Company
23.1
Consent of Independent Accountants
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
2001 Annual Report to Shareholders.
Reports
on Form 8-K
On October 16, 2001, GreenPoint Credit, LLC, the
manufactured housing finance subsidiary of GreenPoint Bank, filed a current
report on Form 8-K that included a Pooling and Servicing Agreement, dated as of
September 1, 2001, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and Bank One, National Association, as Trustee and First Union
National Bank as Co-Trustee in connection with the October 2, 2001 sale of
approximately $425,893,906 of GreenPoint Credit Manufactured Housing Contract
Trust Pass-Through certificates, Series 2001-2 (the “Certificates”).
On October 22, 2001, 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 2001-1 Home Equity Loan Asset-Backed
Notes, Series 2001-1. Included was the Monthly Remittance Statement to the
Certificateholders dated as of August 15, 2001.
On October 26, 2001, 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 2001-1 Home Equity Loan Asset-Backed Notes,
Series 2001-1. Included was the Monthly Remittance Statement to the
Certificateholders dated as of October 15, 2001.
On October 26, 2001, 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 2001-1 Home Equity Loan Asset-Backed
Notes, Series 2001-1. Included was the Monthly Remittance Statement to the
Certificateholders dated as of September 17, 2001.
On November 8, 2001, 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 in connection with the
offering of GreenPoint Home Equity Loan Asset-Backed Securities, Series 2001-2,
Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, of which GreenPoint Home
Equity Loan Trust 2001-2 is the issuer.
As described in a Prospectus Supplement to the Prospectus dated as of
November 7, 2001, certain “Collateral Term Sheets” within the meanings of the
May 20, 1994 Kidder, Peabody No-Action Letter and the February 17, 1995 Public
Securities Association No-Action Letter were furnished to certain prospective
investors.
On November 19, 2001, 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 2000-2, Class A-1, Class A-2 and Class A-3 Home Equity Loan
Asset-Backed Notes (the “Series 2000-3 Notes”). Included was the Monthly
Payment Date Statement distributed to holders of Series 2000-3 Notes dated
December 17, 2001.
On November 19, 2001, 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 2000-2, Class A-1, Class A-2 and Class A-3 Home Equity Loan
Asset-Backed Notes (the “Series 2000-3 Notes”). Included was the Monthly
Payment Date Statement distributed to holders of Series 2000-3 Notes dated
September 17, 2001.
On November 19, 2001, 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 2000-2,
Class A-1, Class A-2 and Class A-3 Home Equity Loan Asset-Backed Notes (the
“Series 2000-3 Notes”). Included was the Monthly Payment Date Statement
distributed to holders of Series 2000-3 Notes dated August 15, 2001.
On November 19, 2001, 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 2000-2, Class A-1, Class A-2 and Class A-3 Home Equity Loan
Asset-Backed Notes (the “Series 2000-3 Notes”). Included was the Monthly
Payment Date Statement distributed to holders of Series 2000-3 Notes dated
October 15, 2001.
On November 19, 2001, 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
Certificates, Series 2001-1 (“Series 2001-1 Certificates”). Included was the
Monthly Payment Date Statement distributed to holders of Series 2001-1
Certificates dated October 15, 2001.
On November 19, 2001, 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
Certificates, Series 2001-1 (“Series 2001-1 Certificates”). Included was the
Monthly Payment Date Statement distributed to holders of Series 2001-1
Certificates dated August 15, 2001.
On November 19, 2001, 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
Certificates, Series 2001-1 (“Series 2001-1 Certificates”). Included was the
Monthly Payment Date Statement distributed to holders of Series 2001-1
Certificates dated September 17, 2001.
On November 30, 2001, GreenPoint Credit, LLC, the
manufactured housing finance subsidiary of GreenPoint Bank, filed a current
report on Form 8-K that included the following information: (i) a Pooling and
Servicing Agreement, dated as of March 1, 2001, between GreenPoint Credit, LLC,
as Contract Seller and Servicer and Bank One, National Association, as Trustee
and First Union National Bank as Co-Trustee (ii) the Monthly Report for the
GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2001-1.
On November 30, 2001, GreenPoint Credit, LLC, the
manufactured housing finance subsidiary of GreenPoint Bank, filed a current
report on Form 8-K that included the following information: (i) a Pooling and
Servicing Agreement, dated as of March 1, 2001, between GreenPoint Credit, LLC,
as Contract Seller and Servicer and Bank One, National Association, as Trustee
and First Union National Bank as Co-Trustee (ii) the Monthly Report for the
GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2001-1.
On December 5, 2001, 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 in order to satisfy an
undertaking to file copies of certain agreements executed in connection with
the issuance of GreenPoint Home Equity Loan Asset-Backed Notes, Series 2001-2,
on November 20, 2001 (the “Closing Date”) pursuant to the registration of an
issuance of up to $1,012,326,549 in principal amount of Asset-Backed Securities
on a delayed or continuous basis. Included was the (i) Underwriting Agreement,
dated as of November 6, 2001 among GreenPoint Mortgage Securities Inc. (the
“Registrant”), as Sponsor (the “Sponsor”), GreenPoint Mortgage Funding, Inc.
and Greenwich Capital Markets, Inc., as underwriter (the “Underwriter”) (ii)
Sale and Servicing Agreement, dated as of November 1, 2001, among the Sponsor,
GreenPoint Mortgage Funding Inc., as Servicer, the Trust, as Issuer, and the
Indenture Trustee (iii) Trust Agreement, dated as of November 1, 2001, between
the Sponsor, and Wilmington Trust Company, as Owner Trustee, relating to the
formation of the Trust (iv) Indenture, dated as of November 1, 2001, between
the Trust and the Indenture Trustee (v) Mortgage Loan Purchase Agreement, dated
as of November 1, 2001, between GreenPoint Mortgage Funding, Inc., as Seller,
and the Sponsor, as Purchaser (vi) Financial Guaranty Insurance Policy relating
to the Notes, dated as of November 20, 2001, and issued and delivered by MBIA Insurance
Corporation (vii) Opinion of Tobin & Tobin regarding legality which was
previously filed on Form S-3 with the Securities and Exchange Commission on
June 8, 2001 (viii) Opinion of Dewey Ballantine LLP regarding tax matters which
was previously filed on Form S-3 with the Securities and Exchange Commission on
June 8, 2001 (ix) Indemnification Agreement, dated as of November 6, 2001,
between the Underwriter, GreenPoint Mortgage Funding, Inc., as Seller and
Servicer, and MBIA Insurance Corporation, as Insurer (x) Consent of
PricewaterhouseCoopers LLP (“PWC”) regarding financial statements of MBIA
Insurance Corporation and their report.
On December 7, 2001, 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 2001-1 Home Equity Loan Asset-Backed
Notes, Series 2001-1. Included was the Monthly Remittance Statement to the
Certificateholders dated as of November 15, 2001.
On December 17, 2001, 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 2000-2, Class A-1, Class A-2 and Class A-3 Home Equity Loan
Asset-Backed Notes (the “Series 2000-3 Notes”). Included was the Monthly Payment Date Statement distributed to
holders of Series 2000-3 Notes dated November 15, 2001.
On December 17, 2001, 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
Certificates, Series 2001-1 (“Series 2001-1 Certificates”). Included was the
Monthly Payment Date Statement distributed to holders of Series 2001-1
Certificates dated November 15, 2001.
On December 18, 2001, GreenPoint Credit, LLC, the
manufactured housing finance subsidiary of GreenPoint Bank, filed a current
report on Form 8-K that included a Pooling and Servicing Agreement (Series
2000-3), dated May 1, 2000, between GreenPoint Credit, LLC, as Contract Seller
and Servicer and Bank One, National Association, as Trustee in connection with
its securitization referred to as the GreenPoint Credit Manufactured Housing
Contract Trust Pass-Through Certificates, Series 2000-3.
On December 18, 2001, GreenPoint Credit, LLC, the
manufactured housing finance subsidiary of GreenPoint Bank, filed a current
report on Form 8-K that included 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 in connection with its
securitization referred to as the GreenPoint Credit Manufactured Housing
Contract Trust Pass-Through Certificates, Series 2000-1.
On December 28, 2001, 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
Certificates, Series 2001-1 (“Series 2001-1 Certificates”). Included was the
Monthly Payment Date Statement distributed to holders of Series 2001-1
Certificates dated December 17, 2001.
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.
Dated: March 29, 2002
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.