<PAGE>
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: June 8, 1996
(Date of earliest event reported)
FIRSTPLUS INVESTMENT CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 33-65373 75-2596063
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
3773 Howard Hughes Parkway
Suite 300N
Las Vegas, Nevada 89109
(Address of Principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (702) 892-3772
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Item 5. OTHER EVENTS.
Reference is hereby made to the Registrant's Registration Statement on Form
S-3 (File No. 33-65373) filed with the Securities and Exchange Commission (the
"Commission") on December 22, 1996, as amended by Amendment No. 1 thereto filed
with the Commission on April 23, 1996, as further amended by Amendment No. 2
thereto filed with the Commission on May 10, 1996 and as further amended by
Amendment No. 3 thereto filed with the Commission on May 22, 1996 (collectively,
the "Registration Statement"), pursuant to which the Registrant registered
$1,000,000,000 aggregate principal amount of its asset-backed certificates,
issuable in various series, for sale in accordance with the provisions of the
Securities Act of 1933, as amended (the "Act"). Reference is also hereby made
to the Prospectus dated June 8, 1996 and the related preliminary Prospectus
Supplement, dated June 8, 1996 (collectively, the "Prospectus"), which are being
filed with the Commission concurrently herewith pursuant to Rule 424(b)(5), with
respect to the Registrant's Asset-Backed Certificates, Series 1996-2 (the
"Certificates").
The Registrant is filing this Current Report on Form 8-K to (i) file the
Consent of Independent Accountants to the inclusion in the Prospectus of the
accountant's report dated January 22, 1996 on the audit of the consolidated
financial statements of MBIA Insurance Corporation and Subsidiaries and
(ii) provide prospective investors with certain materials which constitute
"Computational Materials" within the meaning of that certain no-action letter
dated May 20, 1994 issued by the Division of Corporate Finance of the
Commission to Kidder Peabody Acceptance Corporation I, Kidder, Peabody & Co.
Incorporated, and Kidder Structured Asset Corporation. The Computational
Materials were prepared solely by Bear, Stearns & Co. Inc. in connection with
the offering of the Certificates, and the Registrant did not prepare or
participate in the preparation of the Computational Materials. The
Computational Materials are set forth in EXHIBIT 28.1 hereto.
The assumptions used in preparing the Computational Materials were based
upon a preliminary compilation of the underlying collateral and the estimated
principal amount and other features of the Certificates. The actual features of
the Certificates and a detailed description of the final constituency of the
underlying collateral are set forth in the Prospectus.
Due to the preliminary nature of the collateral and Certificate information
used in preparing the Computational Materials, no assurance can be given as to
the accuracy of either the Computational Materials or the underlying
assumptions, or the appropriateness or completeness in any particular context;
nor can assurance be given as to whether the Computational Materials and/or the
assumptions upon which they are based reflect present market conditions or
future market performance. These Computational Materials should not be
construed as either projections or predictions or as legal, tax, financial or
accounting advice.
Any yields or weighted average lives shown in the Computational Materials
are based on prepayment assumptions, and changes in such prepayment assumptions
may dramatically affect such yields or weighted average lives. In addition, it
is possible that prepayments on the collateral will occur at rates slower or
faster than the rates shown in the attached Computational Materials.
Furthermore, unless otherwise provided, the Computational Materials assume no
losses on the collateral and no interest shortfall. The specific
characteristics of the Certificates may differ from those shown in the
Computational Materials due to differences between the actual collateral and the
hypothetical collateral used in preparing the Computational Materials. As noted
above, the principal
-2-
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amount and designation of any security described in the Computational Materials
are subject to change prior to issuance.
Please be advised that asset-backed securities may not be appropriate for
all investors. Potential investors must be willing to assume, among other
things, market price volatility, mortgage prepayments, yield curve and interest
rate risks. Investors should make every effort to consider the risks of these
securities.
Any statement or information contained in the Computational Materials shall
be deemed to be modified or superseded for purposes of the Prospectus and the
Registration Statement by statements or information contained in the Prospectus.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
23.2 Consent of Coopers & Lybrand L.L.P.
28.1 Computational Materials provided by Bear, Stearns & Co. Inc.
-3-
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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.
FIRSTPLUS INVESTMENT CORPORATION
June 12, 1996 By: /s/ Christopher J. Gramlich
-------------------------------------
Christopher J. Gramlich, Senior Vice
President
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Prospectus Supplement to the Prospectus
dated June 8, 1996 to Registration Statement No. 33-65373 of our report dated
January 22, 1996 on our audits of the consolidated financial statements of
MBIA Insurance Corporation and Subsidiaries. We also consent to the reference
to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
June 11, 1996
New York, New York
<PAGE>
Exhibit 28.1
[LETTERHEAD]
STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES,
PRICING ESTIMATES AND OTHER INFORMATION
The information contained in the attached materials (the "Information") may
include various forms of performance analysis, security characteristics and
securities pricing estimates for the securities addressed. Please read and
understand this entire statement before utilizing the Information. Should you
receive Information that refers to the "Statement Regarding Assumptions and
Other Information", please refer to this statement instead.
The Information is illustrative and is not intended to predict actual results
which may differ substantially from those reflected in the Information.
Performance analysis is based on certain assumptions with respect to
significant factors that may prove not to be as assumed. You should
understand the assumptions and evaluate whether they are appropriate for your
purposes. Performance results are based on mathematical models that use
inputs to calculate results. As with all models, results may vary
significantly depending upon the value of the inputs given. Inputs to these
models include but are not limited to: prepayment expectations (econometric
prepayment models, single expected lifetime prepayments or a vector of
periodic prepayments), interest rate assumptions (parallel and nonparallel
changes for different maturity instruments), collateral assumptions (actual
pool level data, aggregated pool level data, reported factors or imputed
factors), volatility assumptions (historically observed or implied current)
and reported information (paydown factors, rate resets and trustee
statements). Models used in any analysis may be proprietary making the
results difficult for any third party to reproduce. Contact your registered
representative for detailed explanations of any modelling techniques employed
in the Information.
The Information addresses only certain aspects of the applicable security's
characteristics and thus does not provide a complete assessment. As such,
the Information may not reflect the impact of all structural characteristics
of the security, including call events and cash flow priorities at all
prepayment speeds and/or interest rates. You should consider whether the
behavior of these securities should be tested at assumptions different from
those included in the Information. The assumptions underlying the
Information, including structure and collateral, may be modified from time to
time to reflect changed circumstances. Any investment decision should be
based only on the data in the prospectus and the prospectus supplement or
private placement memorandum (Offering Documents) and the then current version
of the Information. Offering Documents contain data that is current as of
their publication dates and after publication may no longer be complete or
current. The Information is provided solely by Bear Stearns, not as agent for
any issuer, and although it may be based on data supplied to it by an issuer,
the issuer has not participated in its preparation and makes no
representations regarding its accuracy or completeness. Contact your
registered representative for Offering Documents, current Information or
additional materials, including other models for performance analysis, which
are likely to produce different results, and any further explanation
regarding the Information.
Any pricing estimates Bear Stearns has supplied at your request (a) represent
our view, at the time determined, of the investment value of the securities
between the estimated bid and other levels, the spread between which may be
significant due to market volatility or illiquidity, (b) do not constitute a
bid by any person for any security, (c) may not constitute prices at which
the securities could have been purchased or sold in any market, (d) have not
been confirmed by actual trades, may vary from the value Bear Stearns assigns
any such security while in its inventory, and may not take into account the
size of a position you have in the security, and (e) may have been derived
from matrix pricing that uses data relating to other securities whose prices
are more readily ascertainable to produce a hypothetical price based on the
estimated yield spread relationship between the securities.
General Information: The data underlying the Information has been obtained
from sources that we believe are reliable, but we do not guarantee the
accuracy of the underlying data or computations based thereon. Bear Stearns
and/or individuals thereof may have positions in these securities while the
Information is circulating or during such period may engage in transactions
with the issuer or its affiliates. We act as principal in transactions with
you, and accordingly, you must determine the appropriateness for you of such
transactions and address any legal, tax or accounting considerations
applicable to you. Bear Stearns shall not be a fiduciary or advisor unless
we have agreed in writing to receive compensation specifically to act in
such capacities. If you are subject to ERISA, the Information is being
furnished on the condition that it will not form a primary basis for any
investment decision. The Information is not a solicitation of any
transaction in securities which may be made only by prospectus when required
by law, in which event you may obtain such prospectus from Bear Stearns.
<PAGE>
FIRSTPLUS HOME LOAN TRUST 1996-2
Information Relating to the Certificates (PAGE 1 OF 3)
TRANSACTION SUMMARY
<TABLE>
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ESTIMATED ESTIMATED ESTIMATED
ESTIMATED MODIFIED PRINCIPAL PRINCIPAL EXPECTED
APPROXIMATE WAL DURATION LOCKOUT WINDOW RATINGS
CERTIFICATE SIZE COUPON (YEARS) (YEARS) (MONTHS) (MONTHS) (MOODY'S/S&P)
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<S> <C> <C> <C> <C> <C> <C> <C>
Class A-1 $78,340,000 FIXED 0.85 0.79 none 20 Aaa/AAA(a)
Class A-2 $20,760,000 FIXED 2.00 1.81 19 9 Aaa/AAA(a)
Class A-3 $35,770,000 FIXED 3.00 2.61 27 17 Aaa/AAA(a)
Class A-4 $13,450,000 FIXED 4.00 3.35 43 19 Aaa/AAA(a)
Class A-5 $22,770,000 FIXED 5.00 4.03 51 18 Aaa/AAA(a)
Class A-6 $32,510,000 FIXED 7.00 5.20 68 34 Aaa/AAA(a)
Class A-7 $35,775,000 FIXED 10.88 6.96 101 68 Aaa/AAA(a)
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Notes: (a) MBIA surety bond.
CLASS A-1 (TO MATURITY)
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CPR 0% 5% 10% 14% 20% 25% 30%
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<S> <C> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 4.15 1.65 1.05 0.85 0.66 0.56 0.49
MODIFIED DURATION (YEARS) 3.33 1.48 0.98 0.79 0.63 0.53 0.46
FIRST PRINCIPAL PAYMENT 7/22/96 7/22/96 7/22/96 7/22/96 7/22/96 7/22/96 7/22/96
LAST PRINCIPAL PAYMENT 4/20/05 4/20/00 9/20/98 2/20/98 10/20/97 7/20/97 5/20/97
PRINCIPAL LOCKOUT (MONTHS) none none none NONE none none none
PRINCIPAL WINDOW (MONTHS) 106 46 27 20 16 13 11
ILLUSTRATIVE YIELD (30/360) 6.574% 6.491% 6.414% 6.362% 6.289% 6.227% 6.164%
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CLASS A-2 (TO MATURITY)
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CPR 0% 5% 10% 14% 20% 25% 30%
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<S> <C> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 9.69 4.58 2.70 2.00 1.50 1.25 1.07
MODIFIED DURATION (YEARS) 6.80 3.79 2.38 1.81 1.38 1.16 1.00
FIRST PRINCIPAL PAYMENT 4/20/05 4/20/00 9/20/98 2/20/98 10/20/97 7/20/97 5/20/97
LAST PRINCIPAL PAYMENT 12/20/06 10/20/01 8/20/99 10/20/98 2/20/98 11/20/97 9/20/97
PRINCIPAL LOCKOUT (MONTHS) 105 45 26 19 15 12 10
PRINCIPAL WINDOW (MONTHS) 21 19 12 9 5 5 5
ILLUSTRATIVE YIELD (30/360) 7.128% 7.099% 7.061% 7.028% 6.985% 6.952% 6.917%
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CLASS A-3 (TO MATURITY)
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CPR 0% 5% 10% 14% 20% 25% 30%
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<S> <C> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 11.64 6.59 4.03 3.00 2.13 1.74 1.49
MODIFIED DURATION (YEARS) 7.61 5.06 3.38 2.61 1.91 1.58 1.36
FIRST PRINCIPAL PAYMENT 12/20/06 10/20/01 8/20/99 10/20/98 2/20/98 11/20/97 9/20/97
LAST PRINCIPAL PAYMENT 2/20/09 5/20/04 5/20/01 2/20/00 2/20/99 7/20/98 3/20/98
PRINCIPAL LOCKOUT (MONTHS) 125 63 37 27 19 16 14
PRINCIPAL WINDOW (MONTHS) 27 32 22 17 13 9 7
ILLUSTRATIVE YIELD (30/360) 7.327% 7.310% 7.284% 7.262% 7.226% 7.197% 7.171%
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</TABLE>
BEAR STEARNS
This information should be considered only after reading Bear Stearns'
Statement Regarding Assumptions as to Securities, Pricing Estimates and Other
Information (the "Statement"), which should be attached. Do not use or rely
on this information if you have not received and reviewed this Statement. You
may obtain a copy of the Statement from your sales representative.
<PAGE>
FIRSTPLUS HOME LOAN TRUST 1996-2
Information Relating to the Certificates (PAGE 2 OF 3)
<TABLE>
CLASS A-4 (TO MATURITY)
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CPR 0% 5% 10% 14% 20% 25% 30%
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<S> <C> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 13.03 8.39 5.33 4.00 2.85 2.27 1.89
MODIFIED DURATION (YEARS) 8.08 6.04 4.26 3.35 2.48 2.02 1.71
FIRST PRINCIPAL PAYMENT 2/20/09 5/20/04 5/20/01 2/20/00 20/20/99 7/20/98 3/20/98
LAST PRINCIPAL PAYMENT 11/20/09 5/20/05 3/20/02 10/20/00 7/20/99 11/20/98 6/20/98
PRINCIPAL LOCKOUT (MONTHS) 151 94 58 43 31 24 20
PRINCIPAL WINDOW (MONTHS) 10 13 11 9 6 5 4
ILLUSTRATIVE YIELD (30/360) 7.523% 7.512% 7.494% 7.476% 7.449% 7.424% 7.400%
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CLASS A-5 (TO MATURITY)
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CPR 0% 5% 10% 14% 20% 25% 30%
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AVERAGE LIFE (YEARS) 14.00 9.93 6.60 5.00 3.57 2.84 2.27
MODIFIED DURATION (YEARS) 8.40 6.77 5.03 4.03 3.03 2.47 2.02
FIRST PRINCIPAL PAYMENT 11/20/09 5/20/05 3/20/02 10/20/00 7/20/99 11/20/98 6/20/98
LAST PRINCIPAL PAYMENT 1/20/11 5/20/07 12/20/03 3/20/02 7/20/00 9/20/99 2/20/99
PRINCIPAL LOCKOUT (MONTHS) 160 106 68 51 36 28 23
PRINCIPAL WINDOW (MONTHS) 15 25 22 18 13 11 9
ILLUSTRATIVE YIELD (30/360) 7.576% 7.568% 7.554% 7.541% 7.519% 7.499% 7.474%
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CLASS A-6 (TO MATURITY)
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CPR 0% 5% 10% 14% 20% 25% 30%
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AVERAGE LIFE (YEARS) 15.85 12.39 9.00 7.00 5.07 4.05 3.33
MODIFIED DURATION (YEARS) 8.80 7.67 6.23 5.20 4.04 3.35 2.83
FIRST PRINCIPAL PAYMENT 1/20/11 5/20/07 12/20/03 3/20/02 7/20/00 9/20/99 2/20/99
LAST PRINCIPAL PAYMENT 9/20/13 4/20/10 2/20/07 12/20/04 8/20/02 6/20/01 7/20/00
PRINCIPAL LOCKOUT (MONTHS) 174 130 89 68 48 38 31
PRINCIPAL WINDOW (MONTHS) 33 36 39 34 26 22 18
ILLUSTRATIVE YIELD (30/360) 7.895% 7.891% 7.882% 7.873% 7.857% 7.842% 7.827%
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CLASS A-7 (TO MATURITY)
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CPR 0% 5% 10% 14% 20% 25% 30%
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AVERAGE LIFE (YEARS) 18.40 15.91 13.02 10.88 8.27 6.70 5.54
MODIFIED DURATION (YEARS) 9.27 8.65 7.76 6.96 5.79 4.96 4.29
FIRST PRINCIPAL PAYMENT 9/20/13 4/20/10 2/20/07 12/20/04 8/20/02 6/20/01 7/20/00
LAST PRINCIPAL PAYMENT 12/20/15 12/20/14 9/20/12 7/20/10 11/20/07 11/20/05 4/20/04
PRINCIPAL LOCKOUT (MONTHS) 206 165 127 101 73 59 48
PRINCIPAL WINDOW (MONTHS) 28 57 68 68 64 54 46
ILLUSTRATIVE YIELD (30/360) 8.164% 8.162% 8.158% 8.153% 8.145% 8.136% 8.127%
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</TABLE>
BEAR STEARNS
This information should be considered only after reading Bear Stearns'
Statement Regarding Assumptions as to Securities, Pricing Estimates and Other
Information (the "Statement"), which should be attached. Do not use or rely
on this information if you have not received and reviewed this Statement. You
may obtain a copy of the Statement from your sales representative.
<PAGE>
FIRSTPLUS HOME LOAN TRUST 1996-2
Information Relating to the Certificates (PAGE 3 OF 3)
CLASS A-7 AMORTIZED TO THE 10% CLEAN-UP CALL
<TABLE>
CLASS A-7 (TO CALL)
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CPR 0% 5% 10% 14% 20% 25% 30%
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<S> <C> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 18.32 15.70 12.75 10.58 7.98 6.44 5.33
MODIFIED DURATION (YEARS) 9.26 8.60 7.68 6.85 5.66 4.83 4.17
FIRST PRINCIPAL PAYMENT 9/20/13 4/20/10 2/20/07 12/20/04 8/20/02 6/20/01 7/20/00
LAST PRINCIPAL PAYMENT 5/20/15 6/20/13 6/20/10 5/20/08 8/20/05 11/20/03 8/20/02
PRINCIPAL LOCKOUT (MONTHS) 206 165 127 101 73 59 48
PRINCIPAL WINDOW (MONTHS) 21 39 41 42 37 30 26
ILLUSTRATIVE YIELD (30/360) 8.164% 8.162% 8.157% 8.153% 8.144% 8.134% 8.125%
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</TABLE>
BEAR STEARNS
This information should be considered only after reading Bear Stearns'
Statement Regarding Assumptions as to Securities, Pricing Estimates and Other
Information (the "Statement"), which should be attached. Do not use or rely
on this information if you have not received and reviewed this Statement. You
may obtain a copy of the Statement from your sales representative.
<PAGE>
FIRSTPLUS HOME LOAN TRUST 1996-2
INFORMATION RELATING TO THE COLLATERAL
FIXED RATE MORTGAGE LOANS
PRELIMINARY CHARACTERISTICS OF THE INITIAL MORTGAGE LOANS AS OF 5/31/96
<TABLE>
<S> <C> <C>
TOTAL NUMBER OF LOANS: 6,436
TOTAL OUTSTANDING LOAN BALANCE: $169,108,856
BALLOON (% OF TOTAL): none
LEVEL PAY (% OF TOTAL): 100.00%
AVERAGE LOAN PRINCIPAL BALANCE: $26,275 $(1,402 to $71,763)
WEIGHTED AVERAGE COUPON: 14,173% (9.99% to 17.99%)
WEIGHTED AVERAGE REMAINING TERM TO MATURITY (MONTHS): 215 (33 to 240)
WEIGHTED AVERAGE SEASONING (MONTHS): 2 (0 to 53)
WEIGHTED AVERAGE ORIGINAL TERM (MONTHS): 217 (36 to 240)
RANGE OF ORIGINAL TERMS: LEVEL PAY
--------------------------
1 - 120: 1.02%
121 - 180: 35.58%
181 - 240: 63.40%
LOAN TYPE: Conventional/HI and DC Combination 65%
Conventional/Home Improvement ("HI") 13%
FHA Title I/Home Improvement 12%
Conventional/Debt Consolidation ("DC") 9%
CREDIT QUALITY: A: 62%
(PER GUIDELINES OF FIRSTPLUS) B: 27%
C or below: 11%
FICO SCORES
PERCENT OF MORTGAGE LOAN POOL WITH FICO SCORES: 94%
WA FICO SCORE (BASED ON MORTGAGE LOANS WITH FICO SCORES): 662
PERCENT OF MORTGAGE LOAN POOL WITH FICO SCORE OF 640 OR MORE: 71%
LIEN POSITION: 1st Lien: 0.60%
Junior Lien: 99.40%
GEOGRAPHIC DISTRIBUTION: 42 States
CA: 63.01%
AZ: 7.11%
NV: 5.78%
FL: 5.18%
CO: 4.69%
Other: 14.23%
</TABLE>
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THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED
BY THE DESCRIPTION OF THE COLLATERAL CONTAINED IN THE PROSPECTUS SUPPLEMENT.
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BEAR STEARNS
