ITEM 1 - BUSINESS................................................3 ITEM 2
ITEM 2 - PROPERTIES
Headlands Mortgage Securities Inc. (the "Sponsor") will furnish information regarding the Mortgaged Properties by reference to the Annual Compliance Certificates to be filed herein under Item 14.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
The Sponsor is not aware of any material pending legal proceedings involving either the Mortgage Pass-Through Certificates Series 1997-6 (the "Trust"), established pursuant to the Pooling and Servicing Agreement (the "Agreement") dated November 1, 1997 among The Bank of New York, as trustee (the "Trustee"), Headlands Mortgage Securities Inc., as Sponsor and Headlands Mortgage Company, as servicer (the "Servicer"); the Trustee; the Sponsor; or the Servicer which relates to the Trust.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted to a vote of the holders of beneficial interests in the Trust through the solicitation of proxies or otherwise.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
To the best knowledge of the Sponsor, there is no established public trading market for the Certificates.
All of the Class A-I Certificates, Class A-II Certificates, Class B Certificates, Class X Certificates and Class PO Certificates issued by the Trust are held by the Depository Trust Company ("DTC") which in turn maintains records of holders of beneficial interests in such Certificates. Based on information obtained by the Trust from DTC, as of December 31, 1997, there were 24 holders of the Class A Certificates, 3 holders of the Class B Certificates, 1 holder of the Class R Certificates and 1 holder of the Class X Certificates.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Not Applicable.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION
Not Applicable.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes of accountants or disagreements on accounting or financial disclosures between the Sponsor and its accountants.
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
The following table sets forth (i) the name and address of each entity owning more than 5% of the outstanding principal amount of each Class of Certificates of the Trust; (ii) the principal amount of the Class of Certificates owned by each and (iii) the percent that the principal amount of the Class of Certificates owned by such entity represents of the outstanding principal amount of such Class of Certificates. The information set forth in the table for the Certificates is based upon information obtained by the Trust from DTC and represents ownership of beneficial interest in the Certificates held by DTC. The Sponsor is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Certificates.
Class A-I-1
Name and Address Principal Amount % of Class
Chase Manhattan Bank/Broker & Dealer Clearance Department 4 New York Plaza, 21st Floor New York, NY 10015 $23,261,000 100%
Class A-I-2
Name and Address Principal Amount % of Class
Salomon Brothers, Inc. 880 Hidden River Parkway Tampa, FL 33637 $39,992,000 100%
Class A-I-3
Name and Address Principal Amount % of Class
Chase Manhattan Bank/Broker & Dealer Clearance Department 4 New York Plaza, 21st Floor New York, NY 10015 $22,287,306 100%
Class A-I-4
Name and Address Principal Amount % of Class
Chase Manhattan Bank/Broker & Dealer Clearance Department 4 New York Plaza, 21st Floor New York, NY 10015 $49,694,224 59.4%
Wachovia Bank N.A. 100 N. Main Street, NC 37121 Winston-Salem, NC 27150 $7,150,000 8.5%
Boston Safe Deposit & Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 $6,720,000 8.0%
Northern Trust Company 801 S. Canal, C-IN Chicago, IL 60607 $6,090,000 7.3%
Class A-I-6
Name and Address Principal Amount % of Class
Bank of New York 925 Patterson Plank Rd. Secaucus, NJ 07094 $2,575,000 6.9%
Class A-I-6
Name and Address Principal Amount % of Class
Chase Manhattan Bank/Broker & Dealer Clearance Department 4 New York Plaza, 21st Floor New York, NY 10015 $12,548,250 100%
Class A-II-1
Name and Address Principal Amount % of Class
Boston Safe Deposit & Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 $25,000,000 100%
Class A-II-2
Name and Address Principal Amount % of Class
Chase Manhattan Bank/Broker & Dealer Clearance Department 4 New York Plaza, 21st Floor New York, NY 10015 $30,282,713 75.2%
SSB - Custodian Global Corp. Action Dept. JAB5W P.P. Box 1631 Boston, MA 02105-1631 $10,000,000 24.8%
Class B-I
Name and Address Principal Amount % of Class
Morgan Stanley Trust Company Investor Communication Services 51 Mercedes Way Edgewood, NY 11717 $4,999,860 68.1%
Chase Manhattan Bank/Broker & Dealer Clearance Department 4 New York Plaza, 21st Floor New York, NY 10015 $2,340,366 31.9%
Class B-3
Name and Address Principal Amount % of Class
Bank of New York 925 Patterson Plank Rd. Secaucus, NJ 07094 $2,213,719 100%
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements:
Not applicable.
2. Financial Statement Schedules:
Not applicable.
3. Exhibits:
Exhibit No. Description ----------- -----------
99.1. Statement of Compliance of the Master Servicer.
99.2 Annual Report of Independent Accountant with respect to the Master Servicer's overall servicing operations.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Sponsor has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: HEADLANDS MORTGAGE SECURITIES INC., As Sponsor
By: /s/ Gilbert J. MacQuarrie ---------------------------------------- Name: Gilbert J. MacQuarrie Title: Vice President, Treasurer and Secretary
Date: March 26, 1998.
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 Sponsor and in the capacities and on the dates indicated:
Signature Position Date --------- -------- ----
/s/ Peter T. Paul President and Director March 26, 1998 - ------------------------- (Principal Executive Officer) Peter T. Paul
/s/ Becky S. Poisson Vice President and Director March 26, 1998 - ------------------------- Becky S. Poisson
/s/ Gilbert J. MacQuarrie Vice President, Treasurer, March 26, 1998 - ------------------------- Secretary and Director Gilbert J. MacQuarrie (Principal Financial Officer and Principal Accounting Officer)
/s/ Steven M. Abreu - ------------------------- Steven M. Abreu Vice President and Director March 26, 1998
- ------------------------- Kenneth Siprelle Director March __, 1998
- ------------------------- John Edmonds Director March __, 1998
/s/ Kristen Decker Vice President March 26, 1998 - ------------------------- Kristen Decker
INDEX TO EXHIBITS Item 14(C)
Exhibit No. Description - ----------- -----------
99.1 Statement of Compliance of the Master Servicer.
99.2 Annual Report of Independent Accountant with respect to the Master Servicer's overall servicing operations.