- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 3, 1996
AMRESCO Residential Securities Corporation
------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-8687 75-2620414
- ----------------------------- -------------- -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
700 North Pearl Street
Suite 2400, LB #342
Dallas, Texas 75201-7424
- ---------------------------------- -------------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (214) 953-7700
----------------
No Change
--------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
In connection with the offering of AMRESCO Residential
Securities Corporation Mortgage Loan Pass-Through Certificates, Series 1996-5,
described in a Prospectus Supplement dated as of December 4, 1996, certain
"Computational Materials" within the meaning 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.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
99.1 Computational Materials of Morgan Stanley & Co. relating to the
Offered Certificates.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMRESCO RESIDENTIAL SECURITIES CORPORATION,
as Depositor
By: /s/ Ronald B. Kirkland
----------------------------------------
Name: Ronald B. Kirkland
Title: Vice President and
Chief Accounting Officer
Dated: December 4, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Computational Materials of Morgan Stanley & Co.
relating to the Offered Certificates.
_______
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
AMRESCO 1996-5
---------------------------------------------
$[ 42,200,000 ] Class A-1 Fixed Rate Certificates - [ TBA %]
$[ 29,000,000 ] Class A-2 Fixed Rate Certificates - [ TBA %]
$[ 16,500,000 ] Class A-3 Fixed Rate Certificates - [ TBA %]
$[ 17,000,000 ] Class A-4 Fixed Rate Certificates - [ TBA %]
$[ 15,000,000 ] Class A-5 Fixed Rate Certificates - [ TBA %]
$[ 15,900,000 ] Class A-6 Fixed Rate Certificates - [ TBA %]
$[ 14,400,000 ] Class A-7 Fixed Rate Certificates - [ TBA %]
$[550,000,000 ] Class A-8 Floating Rate Certificates - 1M LIBOR+ [ TBA %]
The information herein has been provided solely by MORGAN STANLEY based on
information with respect to the mortgage loans provided by the AMRESCO
Residential Securities Corporation and its affiliates ("AMRESCO"). Neither
AMRESCO nor any of its affiliates makes any representation as to the accuracy or
completeness of the information herein. The information herein is preliminary
and will be superseded by the prospectus supplement and by any other information
subsequently filed with the Securities and Exchange Commissions (SEC). All
assumptions and information in this report reflect MORGAN STANLEY's judgment as
of this date and are subject to change. All analyses are based on certain
assumptions noted herein and different assumptions could yield substantially
different results. You are cautioned that there is no universally accepted
method for analyzing financial instruments. You should review the assumptions;
there may be differences between these assumptions and your actual business
practices. Further, MORGAN STANLEY does not guarantee any results and there is
no guarantee as to the liquidity of the instruments involved in this analysis.
The decision to adopt any strategy remains your responsibility. MORGAN STANLEY
(or any of its affiliates) or their officers, directors, analysts or employees
may have positions in securities, commodities or derivative instruments thereon
referred to here, and may, as principal or agent, buy or sell such securities,
commodities or derivative instruments. In addition, MORGAN STANLEY may make a
market in the securities referred to herein. Neither the information nor the
assumptions reflected herein shall be construed to be, or constitute, an offer
to sell or buy or a solicitation of an offer to sell or buy any securities,
commodities or derivative instruments mentioned herein. No sale of any
securities, commoditie or derivative instruments should be consumated without
the purchaser first having received a prospectus and, if required, prospectus
supplement. Finally, MORGAN STANLEY has not addressed the legal, accounting and
tax implications of the analysis with respect to you, and MORGAN STANLEY
strongly urges you to seek advice from your counsel, accountant and tax advisor.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
ALL CERTIFICATES
-----------------------------------
<TABLE>
<CAPTION>
<S> <C>
Title of Securities: AMRESCO Residential Securities Corporation Mortgage Loan
Trust 1996-5,
Group I: Class A-1 though Class A-7 (the "Fixed Rate Certificates")
Group II: Class A-8 (the "Adjustable Rate Certificates")
Depositor: AMRESCO Residential Securities Corporation
Seller: AMRESCO Residential Capital Markets, Inc.
Servicers: Option One Mortgage Corporation and Advanta Mortgage Corp. USA
will each service a portion of the underlying collateral for the Group I
Fixed Rate Certificates and Group II Adjustable Rate Certificates.
Servicer Fee: 50 bps per annum
Trustee: Chase Manhattan Bank, N.A.
Pricing Date: December [4], 1996
Settlement Date: December [18], 1996
Principal Paydown: - All Group I principal pays the Group I Fixed Rate
Certificates (Classes A-1 through A-7) sequentially.
- All Group II principal is passed through to Class A-8.
</TABLE>
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
<TABLE>
<CAPTION>
<S> <C>
Flow of Funds: GROUP I AND GROUP II MONTHLY CASH FLOWS
1) to each Servicer, any unreimbursed advanced on a mortgage loan which
is determined by the respective Servicer, in its good faith
judgment, to not be ultimately recoverable from either any
future collections on such mortgage loan or upon liquidation;
2) to each Servicer, the Servicer Fee;
3) to the Certificate Insurer, the Premium;
4) to the Trustee, the Trustee Fee;
GROUP I MONTHLY CASH FLOWS
5) accrued monthly interest pro-rata to the Class A-1, A-2, A-3, A-4, A-5, A-6
and A-7 Certificates;
6) monthly principal sequentially to the Class A-1, A-2, A-3, A-4, A-5, A-6
and A-7 Certificates;
7) to the Surety Provider, any unreimbursed draws;
8) to O/C up to its target amount as described below;
9) to Class A-8, if needed;
10) to Subordinated IO holder; and
11) to the Class R Certificate holders.
GROUP II MONTHLY CASH FLOWS
5) accrued monthly interest to the Class A-8 Certificates;
6) monthly principal to the Class A-8 Certificates;
7) to the Surety Provider, any unreimbursed draws;
8) to O/C up to its target amount as described below;
9) to Classes A-1, A-2, A-3, A-4, A-5, A-6 or A-7, if needed;
10) to Subordinated IO holder; and
11) to the Class R Certificate holders.
</TABLE>
FOR A COMPLETE DESCRIPTION OF THE FLOW OF FUNDS, PLEASE REFER TO THE
PROSPECTUS SUPPLEMENT SECTION TITLED "DESCRIPTION OF THE CLASS A CERTIFICATES -
DISTRIBUTIONS"
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
ALL CERTIFICATES (cont.)
------------------------
Credit Enhancement: A combination of:
- Excess monthly cash flow
- Overcollateralization
- Cross-collateralization
- 100% wrap from MBIA guaranteeing timely interest
and ultimate principal.
Overcollateralization:The credit enhancement provisions of the Trust are
intended to provide for the limited acceleration of the
Certificates relative to the amortization of the related
collateral, generally in the early months of the
transaction. Accelerated amortization is achieved by
applying certain excess interest collected on the
collateral to the payment of principal on the
Certificates, resulting in the build up of
overcollateralization ("O/C"). By paying down the
principal balance of the certificates faster than the
principal amortization of the respective collateral pool,
an overcollateralization amount equal to the excess of the
aggregate principal balance of the Collateral Pool over
the principal balance of the related Certificates is
created. Excess cashflow will be directed to build the O/C
amount until the pool reaches its required O/C target.
Upon this event the acceleration feature will cease,
unless it is once again necessary to maintain the required
O/C level.
Certificate Insurer: MBIA. MBIA's claims-paying ability is rated AAA/Aaa/AAA by
Standard & Poor's, Moody's and Fitch.
Certificate Ratings: The Class A Certificates will be rated AAA by Standard &
Poor's, Aaa by Moody's Investors Service
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
Clean-up Calls: The Residual Holder has the option to excercise a call when
the outstanding Certificate Balance equals 10% or less of
the original principal balance of the Certificates. If such
call is not exercised, the Servicers will have the option to
purchase the mortgage loans when the outstanding Certificate
Balance has declined to 5% of original. Each call will be
excercised at par plus accrued interest.
ERISA Consideration: The Class A Certificates will be ERISA eligible following
the expiration of the Prefunding Period. However, investors
should consult with their counsel with respect to the
consequences under ERISA and the Internal Revenue Code of
the Plan's acquisition and ownership of such Certificates.
SMMEA Considerations: All Class A Certificates will be SMMEA eligible.
Taxation: REMIC.
Prospectus: The Certificates are being offered pursuant to a Prospectus
which includes a Prospectus Supplement (together, the
"Prospectus"). Complete information with respect to the
Certificates and the Collateral is contained in the
Prospectus. The foregoing is qualified in its entirety by
the information appearing in the Prospectus. To the extent
that the foregoing is inconsistent with the Prospectus, the
Prospectus shall govern in all respects. Sales of the
Certificates may not be consumated unless the purchaser has
received the Prospectus.
Further Information: Call the desk at David Warren (212) 761-1400, Yared Yawand
Wassen (212) 761-1973, Caronline Morrill (212) 761-1971,
Valerie Kay at (212) 761-2162 and Frank Telesca at (212)
761-1852with any questions.
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
- --------------------------------------------------------------------------------
GROUP I
CLASSES A-1 THROUGH A-7 FIXED RATE CERTIFICATES
<TABLE>
<CAPTION>
Collateral: Group One: Fixed Rate, First Lien Mortgage Loans.
Approximate Group Size: [150,000,000]
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5
<S> <C> <C> <C> <C> <C>
Approximate
Face Amount: [$42,200,000] [$29,000,000] [$16,500,000] [$17,000,000] [$15,000,000]
Avg Life to 10%
Call Date: [ .80] years [2.00] years [3.00] years [4.01] years [5.31] years
Avg. Life to
Maturity (app.) [ .80] years [2.00] years [3.00] years [4.01] years [5.31] years
Pass-Thru Rate: [ TBA ]%* [ TBA ]%* [ TBA ]%* [ TBA ]%* [ TBA ]%*
Price: [ TBA ] [ TBA ] [ TBA ] [ TBA ] [ TBA ]
Spread: [ TBA ] [ TBA ] [ TBA ] [ TBA ] [ TBA ]
Pricing Speed: [23]% HEP [23]% HEP [23]% HEP [23]% HEP [23]% HEP
Yield (CBE): [ TBA ] [ TBA ]% [ TBA ]% [ TBA ]% [ TBA ]%
Day Count: 30/360 30/360 30/360 30/360 30/360
Expected Maturity
To Call: [5/25/98] [7/25/99] [5/25/00] [7/25/01] [1/25/03]
(at pricing speed)
Expected Maturity: [5/25/98] [7/25/99] [5/25/00] [7/25/01] [1/25/03]
(at pricing speed)
Stated Maturity: [8/25/11] [4/25/18] [10/25/20] [9/25/22] [3/25/24]
</TABLE>
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
<PAGE>
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
<TABLE>
<CAPTION>
Class A-6 Class A-7
<S> <C> <C>
Approximate Face Amount: $ 15,900,000 $ 14,400,000
Avg Life to 10% Call Date: [7.20] years [8.02] years
Avg. Life to Maturity (app.) [7.27] years [11.63] years
Pass-Through Rate: [ TBA ]% * [ TBA ]% * or [Coupon + 50 bps]% after
Clean-up Call Date**
Price: [ TBA ] [ TBA ]
Spread: [ TBA ] [ TBA ]
Pricing Speed [23]% HEP [23]% HEP
Yield (CBE): [ TBA ]% [ TBA ]%
Day Count: 30/360 30/360
Expected Maturity To Call: [12/25/04] [12/25/04]
(at pricing speed)
Expected Maturity: [8/25/05] [9/25/15]
(at pricing speed)
Stated Maturity: [6/25/25] [11/25/26]
</TABLE>
* Coupon is subject to Available Funds
**Coupon Step-up is subject to the Available Funds Cap
Available Funds Cap: A rate equal to the weighted average net coupon rate
(i.e., the weighted average coupon rate less [0.65%] for servicing
fees, trustee fees and certificate insurer premiums) for the Group
I fixed-rate mortgage loans for such Payment Date.
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5, Class A-1 through A-7 Certificates
- --------------------------------------------------------------------------------
GROUP I
CLASSES A-1 THROUGH A-7 FIXED RATE CERTIFICATES (Cont.)
Pre-Funding Account: On the closing date, approximately [$32,917,298] will
be deposited in a pre-funding account for the purchase
of additional fixed rate mortgage loans. From the
closing date until [March] 1,1997, the Trust intends
to purchase mortgage loans up to the entire
pre-funding amounts. The additional mortgage loans,
purchased with funds deposited in the prefunding
account, will be subject to certain individual and
aggregate group characteristics that will be more
fully described in the Prospectus Supplement.
Funds remaining in the pre-funding account will be
distributed sequentially to the Class A-1, A-2, A-3,
A-4, A-5, A-6 and A-7 Certificateholders as
prepayments based on the cash flow priority on the
[March], 1997 distribution date.
Payment Date: The 25th day of each month or, if such day is not a
business day, the next succeeding business day,
beginning on [January 27], 1997.
Payment Delay: 24 days for Certificate Classes A-1 through A-7.
Coupon Step-Up: If the Cleanup Call is not exercised, the coupon on
the Class A-7 Certificates shall be [Coupon + 50 bps
per annum]; subject to the Available Funds Cap.
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
Available Funds Cap: A rate equal to the weighted average net coupon rate
(i.e., the weighted average coupon rate less [0.65%]
for servicing fees, trustee fees and certificate
insurer premiums) for the Group I fixed-rate mortgage
loans for such Payment Date.
Interest Accrual
Period: For Certificate Classes A-1 through A-7, interest wil
accrue from the 1st day of the preceeding month until
the 30th day of the preceeding month.
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
GROUP II
CLASS A-8 ADJUSTABLE RATE CERTIFCATES
Prepayment Assumption: [25]% HEP
Approximate Face Amount: [$550,000,000]
Average Life to Call: [3.19] years
Interest Payment: actual/360
Price: [100-00]
Pass-Through Rate: The lesser of:
1) One Month LIBOR + [TBA]bps
2) The Available Funds Cap
After the Clean-up Call, the lesser of:
1) One Month LIBOR + [2x TBA]
2) The Available Funds Cap
Available Funds Cap: A rate equal to the weighted average net coupon rate
(i.e., the weighted average coupon rate less the sum
of (a) [.65%] for servicing fees, trustee fees,
certificate insurer premiums and (b) beginning on the
[seventh] Payment Date [.50%] for surety reserve
strip) for the Group II adjustable-rate mortgage
loans for such Payment Date.
Yield: Variable
Expected Maturity
to Call: [12/25/04] at pricing speed
Expected Maturity: [10/25/14] at pricing speed
Stated Maturity: [11/25/26]
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
Pre-Funding Account: On the closing date, approximately [$108,865,023]
will be deposited in a pre-funding account for the
purchase of additional adjustable rate mortgage
loans. From the closing date until [March] 1, 1997,
the Trust intends to purchase mortgage loans up to
the entire pre-funding amounts. The additional
mortgage loans, purchaed with funds deposited in the
prefunding account, will be subject to certain
individual and aggregate group characteristics that
will be more fully described in the Prospectus
Supplement.
Funds remaining in the pre-funding account will be
distributed to the Class A-8 Certificateholders as
prepayments on the [March], 1997 distribution date.
Coupon Step-Up: If the Cleanup Call is not exercised, the coupon on
the Class A-8 Certificates shall be raised to LIBOR +
[2x Spread] subject to the Available Funds Cap.
Payment Date: The 25th day of each month or, if such day is not a
business day, the next succeeding business day,
beginning on January 27, 1997.
Interest Accrual Period: Interest will accrue from the 25th day of the
preceeding month until the 24th day of the current
month (from Payment Date to Payment Date).
Interest and Payment
Adjusments: The interest rates and payments on the underlying
mortgage loans will generally adjust semi-annually.
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
<PAGE>
AMRESCO Residential Securities Corporation
Mortgage Loan Trust
Series 1996-5 Class A Certificates
Available Pool Information
FIXED FLOATING
----- --------
Loans: [1,774] Loans:[4,523]
Balance:[117,082,702.14] Balance:[441,134,976.68]
WAC:[11.284]% WAC:[10.135]%
WAM:[318] WAM:[354]
WA LTV: [65.77]% WA LTV: [70.69]%
% 1st Liens: [100]% Gross Margin:[6.136]%
% of 5/25 Loans: [10.54] % 1st Liens: [100]%
% of 7/23 Loans: [0.26] % of 2/28 Loans: [34.41]
% of Balloon Loans: [8.41] % of 3/27 Loans: [17.63]
Credit Grade % of Balloons: [0]
PAG I: [9.77]% Credit Grade:
PAG II: [43.25]% PAG I: [6.98]%
PAG III:[17.49]% PAG II: [44.11]%
PAG IV: [8.77]% PAG III: [21.11]%
PAG V: [18.92]% PAG IV: [7.96]%
UNKNOWN: [1.81]% PAG V: [17.52]%
UNKNOWN: [2.33]%
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH
A DISCLAIMER, PLEASE CONTACT YOUR MORGAN STANLEY FINANCIAL ADVISOR IMMEDIATELY.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS,
AND WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN THE PROSPECTUS
SUPPLEMENT.
