Item 1. Business.
Not Applicable.
Item 2.
Item 2. Properties.
Not Applicable.
Item 3.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect to, the Company, the Servicer or the Trustee, as related to the Trust.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered Certificates during the fiscal year covered by this report.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Trust does not issue stock. There is currently no established secondary market for the Certificates. As of December 31, 2004, the number of holders of each Class of Offered Certificates was 12.
Item 6.
Item 6. Selected Financial Data
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial condition and Results of Operation.
Not Applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11.
Item 11. Executive Compensation.
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not Applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
No reportable transactions have occurred.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not Applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Not Applicable.
(2) Financial Statement Schedules:
Not Applicable.
(3) Exhibits:
Rule 13a-14(a)/15d-14(a) Certification, filed as 33.1 hereto.
Annual Summary Statement filed as Exhibit 99.1 hereto.
Annual Independent Accountants' Servicing Report with Management Assertion, filed as Exhibit 99.2 hereto.
Annual Servicer's Statement as to Compliance, filed as Exhibit 99.3, hereto.
(b) Exhibits to this report are listed in Item (15)(a)(3)above.
(c) Not Applicable.
GreenPoint Mortgage Loan Trust 2004-1 Mortgage Loan Pass-Through Certificates, Series 2004-1 - -----------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Greenwich Capital Acceptance, Inc.
By: /s/ Robert McGinnis -------------------------------------- Name: Robert McGinnis Title: President Date: March 30, 2005
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
EXHIBIT INDEX
Exhibit Description
31.1 Rule 13a-14(a)/15d-14(a) Certification
99.1 Annual Summary Statement
99.2 Annual Independent Accountant's Servicing Report with Management Assertion
99.3 Annual Servicer's Statement as to Compliance
EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification
DEPOSITOR CERTIFICATION
Re: GreenPoint Mortgage Loan Trust 2004-1, Mortgage Loan Pass-Through Certificates, Series 2004-1 (the "Trust"), issued pursuant to the Trust Agreement, dated as of September 1, 2004 (the "Trust Agreement"), among JPMorgan Chase Bank, N.A. , as trustee (the "Trustee"), and Greenwich Capital Acceptance Inc., as depositor (the "Depositor"), and serviced by GreenPoint Mortgage Funding, Inc., (the "Servicer"), pursuant to the respective servicing agreements (the "Servicing Agreements").
I, Robert McGinnis, certify that:
1. I have reviewed this annual report on Form 10-K ("Annual Report"), and all reports on Form 8-K containing distribution reports (collectively with this Annual Report, the "Reports") filed in respect of periods included in the year covered by this Annual Report, of the Trust;
2. Based on my knowledge, the information in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this Annual Report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Servicers under the Trust Agreement and Servicing Agreements, for inclusion in the Reports is included in the Reports;
4. Based on my knowledge and upon the annual compliance statement included in this Annual Report and required to be delivered to the Trustee in accordance with the terms of the Servicing Agreements, and except as disclosed in the Reports, the Servicers have fulfilled their obligations under the Servicing Agreements; and
5. The Reports disclose all significant deficiencies relating to the Servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the Trust Agreement, that is included in the Reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: the Trustee and the Servicer.
Greenwich Capital Acceptance, Inc.
By: /s/ Robert McGinnis -------------------------------------- Name: Robert McGinnis Title: President
Date: March 30, 2005
EXHIBIT 99.1 Annual Summary Statement ----------------
EXHIBIT 99.2 Annual Independent Accountants' Servicing Report with Management Assertion
KPMG LLP 55 Second Street San Francisco, CA 94105
Independent Accountants' Report
The Board of Directors North Fork Bancorporation Inc.:
We have examined management's assertion, included in the accompanying Management Assertion, that GreenPoint Mortgage Funding, Inc., a wholly owned subsidiary of North Fork Bancorporation, Inc., complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for GreenPoint Mortgage Funding, Inc.'s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was conducted in accordance with attest ion standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing standards.
Management identified the following material noncompliance with minimum servicing standards over mortgage payments as of and for the year ended December 31, 2004. The mortgage interest rate changes on certain Home Equity Lines of Credit were not adjusted at the appropriate date in accordance with the mortgagor's loan documents. This resulted in the mortgagor being overcharged for the period from the interest rate change until the correct effective date, which was the first day of the following month.
In our opinion, except for the material noncompliance described in the third paragraph, management's assertion that GreenPoint Mortgage Funding, Inc. complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects.
By: /s/ KPMG LP - ----------------- March 17, 2005
GreenPoint Mortgage Servicing Division
Management's Assertion
March 17, 2005
As of and for the year ended December 31, 2004, GreenPoint Mortgage Funding, Inc. (the "Company"), has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except for the following:
.. In certain circumstances, the mortgage interest rate changes on certain Home Equity Lines of Credit were not adjusted at the appropriate date in accordance with the mortgagor's loan documents. This resulted in the mortgagor being overcharged for the period from the interest rate change until the correct effective date, which was the first day of the following month. This error was identified by Management and the systemic issue that caused the incorrect calculation of interest was resolved prior to the issuance of this letter.
As of and for the year ended December 31, 2004, the Company had in effect a fidelity bond in the amount of $25,000,000 for a single loss limit and an aggregate limit of liability of $50,000,000 and an errors and omissions policy in the amount of $25,000,000 for a single loss limit and not aggregate limit of liability.
Very truly yours,
GreenPoint Mortgage Funding, Inc., as Servicer
By: /s/ S. A. Ibrahim By: /s/ David Petrini - ----------------------- ----------------------- S. A. Ibrahim David Petrini Chief Executive Officer Chief Financial Officer
By: /s/ Mike De Francesco - ------------------------- Mike De Francesco Senior Vice President - Loan Administration
EXHIBIT 99.3 Annual Servicer's Statement as to Compliance
GreenPoint Mortgage
P.O. Box 84013 Columbus, GA 31908-4013 Tel 800.784.5566
March 15, 2005
Mark Hagelin RBS Greenwich Capital 600 Steamboat Road Greenwich, CT 06830
Re: Annual Statement of Compliance for the Servicing Agreements listed on Exhibit A hereto (each as "Agreement) by GreenPoint Mortgage Funding, Inc., as Servicer
Ladies and Gentleman:
Pursuant to the Servicing Agreement with respect to the above-referenced offering, the undersigned officer of GreenPoint Mortgage Funding, Inc. (as "Servicer") hereby certifies as to the following (capitalized terms have the meanings used in the Servicing Agreement):
1. A review of the activities of the Servicer and its performance under the Servicing Agreement during the preceding fiscal year since the inception of the trust has been made under the direct supervision of the undersigned officer; and
2. To the best knowledge of the undersigned officer, based on such review, the Servicer has fulfilled all of its material obligations under the Servicing Agreement throughout the applicable period, and there has been no known default in the fulfillment of the Servicer's material obligations throughout such period.
Very truly yours
GREENPOINT MORTGAGE FUNDING, INC., as Servicer
By: /s/ Michael DeFrancesco ------------------------ Name: Michael DeFrancesco Title: Senior Vice President Loan Administration
Exhibit A
1. GreenPoint 2004-1