10-K 1 0001.txt 2000 WMBFA PASS THROUGH 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Washington Mutual Bank, FA (as Seller and Servicer under certain Pooling and Servicing Agreements providing for the issuance of Mortgage Pass-Through certificates, issuable in series) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO : COMMISSION FILE NUMBER 000-25188-01 WASHINGTON MUTUAL BANK, FA --------------------------------- (Exact name of registrant as specified in its charter) FEDERAL CHARTER 68-0172274 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 9200 OAKDALE AVENUE, CHATSWORTH, CALIFORNIA 91311 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (206) 490-1349 ------------------------------------------------------------------ Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO . --- --- Documents Incorporated by Reference: NONE Note: In filing this Annual Report, the registrant is using a reduced disclosure format pursuant to exemptive orders obtained from the Securities and Exchange Commission on September 4, 1987 and January 12, 1989 (the "Orders"). PART I ITEM 1. BUSINESS. Washington Mutual Bank, FA, a federally chartered savings association (the "Registrant"), is filing this Annual Report on Form 10-K (the "Annual Report") in its capacity as a servicer of certain adjustable-rate, 1-4 family residential loans under Pooling and Servicing Agreements (collectively, the "Agreements") between the Registrant and Deutsche Bank, as trustee (the "Trustee"), each of which established a separate mortgage loan pool (each, a "Mortgage Pool"). Mortgage Pass-Through Certificates, Class A, Series 1987-1, and Series 1988-2 (each, a "Certificate Series," and collectively, the "Class A Certificates"), have been issued pursuant to the Agreements, with each such series evidencing an undivided beneficial interest in the Mortgage Pool established by the related Agreement. On October 3, 1998, Home Savings of America, FSB, a federally chartered savings bank, was merged with and into Washington Mutual Bank, FA. On January 31, 2001, Washington Mutual Bank, FA acquired the mortgage origination and securitization operations of The PNC Financial Services Group, Inc. The principal subsidiaries acquired in that transaction were renamed Washington Mutual Home Loans, Inc. and Washington Mutual Mortgage Securities Corp. On February 9, 2001, Bank United, a federally chartered savings bank, was merged with and into Washington Mutual Bank, FA. In filing this Annual Report, the Registrant is using a reduced disclosure format pursuant to exemptive orders obtained from the Securities and Exchange Commission on September 4, 1987 and January 12, 1989 (the "Orders"). ITEM 2. PROPERTIES. Pursuant to the terms of the Orders, reference is hereby made to the annual statement as to compliance delivered to the Trustee with respect to the Mortgage Pools (the "Annual Statement as to Compliance"), filed as Exhibit 28.1 to this Annual Report. ITEM 3. LEGAL PROCEEDINGS. There are no material pending legal proceedings involving any Mortgage Pool, the Trustee or the Registrant relating to any Certificate Series. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No vote or consent of holders of any Certificate Series was solicited for any purpose during the calendar year covered by this Annual Report. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. To the best knowledge of the Registrant, the Class A Certificates are traded in the secondary market. As of December 31, 2000, based on information provided to the Registrant by the Trustee, the Class A Certificates were held of record by the number of holders specified in the following table: Certificate Number of Series Holders ----------- --------- 1987-1 6 1988-2 4 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Pursuant to the terms of the Orders, reference is hereby made to the annual independent public accountants' servicing report delivered to the Trustee with respect to the Mortgage Pools (the "Independent Accountants' Report on Compliance with Uniform Single Attestation Program for Mortgage Bankers"), filed as Exhibit 28.2 to this Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None PART III ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The Registrant does not maintain records regarding persons known to it to be the record owners of more than 5% of each Certificate Series. Pursuant to the Orders, the record owners of more than 5% of each Certificate Series as of December 31, 2000 are set forth below. Such information has been provided to the Registrant by the Trustee. Percent of Certificate Certificate Name and Address Amount Held Series Series of Record Holder of Record Held of Record ----------- ---------------------- ----------- -------------- 1987-1 Guaranty Federal Bank FSB $52,400,000 23.45% Attn: Patricia King 8333 Douglas Avenue Dallas, TX 75225 1987-1 Guaranty Federal Savings Bank $22,750,000 10.18% Attn: Kathy Kitchen TIFS Accounting PO BOX 1149 Austin, TX 78767 1987-1 Cede & Co. $118,825,000 53.17% c/o Depository Trust Co. Attn: Dividend Announcements 7 Hanover Square, 22nd Floor New York, NY 10004 1987-1 Great Western Bank $19,002,265 8.50% Attn: Treasury Operations 9200 Oakdale Mail Stop N1183 Chatsworth, CA 91311 1988-2 Bankcan & Co. $117,450,000 54.21% Bankers Trust Company Attn: FHLB Unit 16 Wall Street New York, NY 10015 1988-2 Cede & Co. $81,000,000 37.39% c/o Depository Trust Co. Attn: Dividend Announcements 7 Hanover Square, 22nd Floor New York, NY 10004 1988-2 Great Western Bank $18,199,393 8.40% Attn: Treasury Operations 9200 Oakdale Mail Stop N1183 Chatsworth, CA 91311
PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) and (c) Exhibits. Pursuant to the Orders, the Registrant includes as exhibits to this Annual Report the Annual Statement as to Compliance and the Independent Accountants' Report on Compliance with Uniform Single Attestation Program for Mortgage Bankers. Exhibit No. ------- 28.1 Annual Statement as to Compliance for Certificate Series 1987-1 and 1988-2. 28.2 Supplemental Report of Independent Accountants on Compliance with Uniform Single Attestation Program for Mortgage Bankers. SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934. No annual report or proxy material with respect to the period covered by this Annual Report on Form 10-K has been sent to the holders of the Class A Certificates. SIGNATURES Pursuant to the requirements of the Section 13 of the Securities Exchange Act of 1934, the Bank has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 20, 2001. WASHINGTON MUTUAL BANK, FA /s/ KERRY K. KILLINGER --------------------------------------------- Kerry K. Killinger Chairman, President and Chief Executive Officer 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 Bank and in the capacities indicated on February 20, 2001. /s/ KERRY K. KILLINGER /s/ WILLIAM A. LONGBRAKE --------------------------------- -------------------------------- Kerry K. Killinger William A. Longbrake Chairman, President and Chief Vice Chair and Chief Financial Executive Officer; Director Officer (Principal Financial (Principal Executive Officer) Officer) /s/ ROBERT H. MILES -------------------------------- Robert H. Miles Senior Vice President and Controller (Principal Accounting Officer) /s/ DOUGLAS P. BEIGHLE /s/ PHILLIP D. MATTHEWS --------------------------------- -------------------------------- Douglas P. Beighle Phillip D. Matthews Director Director --------------------------------- -------------------------------- David Bonderman Michael K. Murphy Director Director /s/ MARY E. PUGH --------------------------------- -------------------------------- J. Taylor Crandall Mary E. Pugh Director Director /s/ ROGER H. EIGSTI /s/ WILLIAM G. REED, JR. --------------------------------- -------------------------------- Roger H. Eigsti William G. Reed, Jr. Director Director /s/ JOHN W. ELLIS /s/ ELIZABETH A. SANDERS --------------------------------- -------------------------------- John W. Ellis Elizabeth A. Sanders Director Director /s/ ANNE V. FARRELL --------------------------------- -------------------------------- Anne V. Farrell William D. Schulte Director Director /s/ STEPHEN E. FRANK /s/ JAMES H. STEVER --------------------------------- -------------------------------- Stephen E. Frank James H. Stever Director Director /s/ WILLIAM P. GERBERDING /s/ WILLIS B. WOOD, JR. --------------------------------- -------------------------------- William P. Gerberding Willis B. Wood, Jr. Director Director --------------------------------- Enrique Hernandez, Jr. Director SIGNATURES Pursuant to the requirements of the Section 13 of the Securities Exchange Act of 1934, the Bank has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 9, 2001. WASHINGTON MUTUAL BANK, FA --------------------------------------------- Kerry K. Killinger Chairman, President and Chief Executive Officer 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 Bank and in the capacities indicated on March 9, 2001. --------------------------------- -------------------------------- Kerry K. Killinger William A. Longbrake Chairman, President and Chief Vice Chair and Chief Financial Executive Officer; Director Officer (Principal Financial (Principal Executive Officer) Officer) -------------------------------- Robert H. Miles Senior Vice President and Controller (Principal Accounting Officer) --------------------------------- -------------------------------- Douglas P. Beighle Phillip D. Matthews Director Director /s/ DAVID BONDERMAN /s/ MICHAEL K. MURPHY --------------------------------- -------------------------------- David Bonderman Michael K. Murphy Director Director /S/ J. TAYLOR CRANDALL --------------------------------- -------------------------------- J. Taylor Crandall Mary E. Pugh Director Director --------------------------------- -------------------------------- Roger H. Eigsti William G. Reed, Jr. Director Director --------------------------------- -------------------------------- John W. Ellis Elizabeth A. Sanders Director Director --------------------------------- -------------------------------- Anne V. Farrell William D. Schulte Director Director --------------------------------- -------------------------------- Stephen E. Frank James H. Stever Director Director --------------------------------- -------------------------------- William P. Gerberding Willis B. Wood, Jr. Director Director --------------------------------- Enrique Hernandez, Jr. Director SIGNATURES Pursuant to the requirements of the Section 13 of the Securities Exchange Act of 1934, the Bank has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 12, 2001. WASHINGTON MUTUAL BANK, FA --------------------------------------------- Kerry K. Killinger Chairman, President and Chief Executive Officer 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 Bank and in the capacities indicated on March 12, 2001. --------------------------------- -------------------------------- Kerry K. Killinger William A. Longbrake Chairman, President and Chief Vice Chair and Chief Financial Executive Officer; Director Officer (Principal Financial (Principal Executive Officer) Officer) -------------------------------- Robert H. Miles Senior Vice President and Controller (Principal Accounting Officer) --------------------------------- -------------------------------- Douglas P. Beighle Phillip D. Matthews Director Director --------------------------------- -------------------------------- David Bonderman Michael K. Murphy Director Director --------------------------------- -------------------------------- J. Taylor Crandall Mary E. Pugh Director Director --------------------------------- -------------------------------- Roger H. Eigsti William G. Reed, Jr. Director Director --------------------------------- -------------------------------- John W. Ellis Elizabeth A. Sanders Director Director /s/ WILLIAM D. SCHULTE --------------------------------- -------------------------------- Anne V. Farrell William D. Schulte Director Director --------------------------------- -------------------------------- Stephen E. Frank James H. Stever Director Director --------------------------------- -------------------------------- William P. Gerberding Willis B. Wood, Jr. Director Director /S/ ENRIQUE HERNANDEZ, JR. --------------------------------- Enrique Hernandez, Jr. Director EXHIBIT INDEX Exhibit No. Description ------- ---------------------------------------------------------------------- 28.1 Annual Statement as to Compliance for Certificate Series 1987-1 through 1988-2. 28.2 Supplemental Report of Independent Accountants on Compliance with Uniform Single Attestation Program for Mortgage Bankers. Exhibit 28.1 ------------ ANNUAL STATEMENT AS TO COMPLIANCE David Imig, Senior Vice President and Director of Loan Servicing, of Washington Mutual Bank, FA (the "Bank"), pursuant to Section 3.10 of certain Pooling and Servicing Agreements between the Bank, as seller and servicer, and Deutsche Bank, as trustee, dated as of the respective dates set forth below (the "Pooling and Servicing Agreements") pursuant to which Mortgage Pass-Through Certificates of the indicated Series were issued: Date of Pooling and Mortgage Pass-Through Servicing Agreement Certificates, Series ------------------- --------------------- July 1, 1987 1987-1 April 1, 1988 1988-2 do hereby certify that: (i) a review of the activities of the Bank for the year ended December 31, 2000 and of performance under the Pooling and Servicing Agreements has been made under our supervision, and (ii) to the best of our knowledge, based on such review, the Bank has fulfilled all of its obligations under each Pooling and Servicing Agreement throughout such year. IN WITNESS WHEREOF, we have hereunto signed our names as of this 15th day of February 2001. /s/ David Imig ------------------------------------------- David Imig Senior Vice President, and Director of Loan Servicing Exhibit 28.2 ------------ INDEPENDENT ACCOUNTANTS' REPORT ON COMPLIANCE WITH UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS Audit Committee of the Board of Directors Washington Mutual, Inc. We have examined management's assertion about Washington Mutual, Inc.'s (the Company) compliance with the minimum servicing standards identified 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, 2000, included in the accompanying management assertion. Management is responsible for the Company'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 made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards 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 the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2000, is fairly stated, in all material respects. /s/ Deloitte & Touche LLP February 23, 2001