<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 (Date of earliest event reported): December 8, 1999
----------------
BAY VIEW SECURITIZATION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-16233 93-1225376
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) No.)
c/o Bay View Bank, 1840 Gateway Drive, San Mateo, California 94404
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 312-7396
--------------
N/A
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(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
Filing of Computational Materials.
- ---------------------------------
Bay View Securitization Corporation (the "Registrant") has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
under the Securities Act of 1933, as amended, on Form S-3 (the "Registration
Statement") which was declared effective by the Commission on January 21, 1997.
A prospectus supplement entitled Bay View 1999-LG-1 Auto Trust (the "Prospectus
Supplement"), will be used in connection with the Registrant's issuance, through
a trust, of a series of certificates, entitled Bay View 1999-LG-1 Auto Trust
Class A, Class I and Class IC Certificates (the "Certificates"). The
Certificates will represent in the aggregate the entire beneficial ownership in
the Bay View 1999-LG-1 Auto Trust consisting primarily of a segregated pool of
new and used automobile, light truck, motorcycle, recreational vehicle, sport
utility vehicle, vans or van conversion loans having terms to maturity ranging
from 12 months to 84 months.
PaineWebber Incorporated and Morgan Stanley & Co. Incorporated (the
"Underwriters") have advised the Registrant that it has furnished to certain
prospective purchasers of Certificates certain information, herein referred to
as "Computational Materials" in written form (copies of which are attached
hereto as Exhibits 99.1, 99.2 and 99.3), which includes a description of the
securities to be offered, the name of the issuer, the size of the offering, the
number of classes, seniority and order of payment. The Computational Materials
also include data tables and term sheet information relating to the structure of
the Certificates and terms of certain classes of Certificates, and the
hypothetical characteristics and hypothetical performance of certain classes of
Certificates under certain assumptions and scenarios.
The Computational Materials have been provided by the Underwriters and were
prepared by the Underwriter at the request of certain prospective investors.
The information in the Computational Materials is preliminary and will be
superseded by the final Prospectus Supplement relating to the Certificates and
by any other information subsequently filed with the Commission. The
Computational Materials may be based on information that differs from the
information set forth in the Prospectus Supplement.
Filing of MBIA Insurance Corporation and Subsidiaries Financial Statements and
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Consent of Experts.
- ------------------
The Financial Statements of MBIA Insurance Corporation and Subsidiaries as
of December 31, 1998 and 1997 and for each of the years in the three-year period
ended December 31, 1998 that are included in the Prospectus Supplement have
been audited by PricewaterhouseCoopers, L.L.P. The consent of
PricewaterhouseCoopers, L.L.P. to the inclusion of their audit report on such
financial statements in the Prospectus Supplement and to being named as
"Experts" in the Prospectus Supplement for the Bay View 1999-LG-1 Auto Trust is
attached hereto as Exhibit 24.
2
<PAGE>
Item 7. Financial Statements and Exhibits.
Exhibit
Number Description
------- -----------------------------------------------------------------
24 Consent of PricewaterhouseCoopers, L.L.P. to the inclusion of
their audit report on the financial statements of MBIA Insurance
Corporation and Subsidiaries in the Prospectus Supplement for the
BVSC 1999-LG-1 Auto Trust and to being named as "experts" in the
Prospectus Supplement for the BVSC 1999-LG-1 Auto Trust
99.1 Computational Materials (as defined in Item 5) that have been
provided by PaineWebber Incorporated to certain prospective
purchasers of the Certificates (as defined in Item 5).
99.2 Computational Materials (as defined in Item 5) that have been
provided by Morgan Stanley & Co. Incorporated to certain
prospective purchasers of the Certificates (as defined in Item
5).
99.3 Computational Materials (as defined in Item 5) that have been
provided by PaineWebber Incorporated to certain prospective
purchasers of the Certificates (as defined in Item 5).
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf of Bay View
Securitization Corporation by the undersigned hereunto duly authorized.
BAY VIEW 1999-LG-1 AUTO TRUST
BAY VIEW SECURITIZATION CORPORATION
ORIGINATOR OF TRUST
Date: December 10, 1999 By: /s/ Robert J. Flax
--------------------------------
Robert J. Flax
Secretary
4
<PAGE>
Exhibit 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of Bay
View Securitization Corporation, relating to Bay View 1999-LG-1 Auto Trust
Automobile Receivable Backed Certificates, of our report dated February 2, 1999,
on our audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1998 and 1997 and for each of
the three years in the period ended December 31, 1998. We also consent to the
reference to our Firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
December 7, 1999
<PAGE>
Exhibit 99.1
PAINEWEBBER INCORPORATED
PRELIMINARY BACKGROUND INFORMATION
BayView Capital Corporation
BAY VIEW 1999-LG-1 AUTO TRUST
-----------------------------
DISCLAIMER
- --------------------------------------------------------------------------------
The information included herein is produced and provided exclusively by
PaineWebber Incorporated ("PW") as underwriter for and on behalf of Bay View
1999-LG-1 Auto Trust (the "Trust"), and not by or as agent for Bay View
Acceptance Corporation ("Bay View" or the "Servicer") or for Bay View
Securitization Corporation (the "Depositor") or any other affiliates (other than
the Trust). Neither the Servicer nor the Depositor has prepared, reviewed or
participated in the preparation hereof, nor are they responsible for the
accuracy hereof and they have not authorized the dissemination hereof. The
analysis in this report is accurate to the best of PW's knowledge and is based
on information provided by the Servicer on behalf of the Trust. PW or any of its
affiliates do not make any representations as to the accuracy or completeness of
the information provided by the Servicer on behalf of the Trust. The information
herein is preliminary and limited in nature and subject to completion or
amendment, and will be superseded in its entirety by the applicable prospectus
supplement and prospectus and by any other information subsequently filed with
the Securities and Exchange Commission. You should make your investment decision
with respect to the securities described herein based solely upon the
information contained in the prospectus supplement and accompanying prospectus
related to the Bay View 1999-LG-1 Auto Trust. These computational materials do
not constitute an offer to sell or the solicitation of an offer to buy and we
will not sell the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such jurisdiction. The securities may
not be sold and no offer to buy will be accepted prior to the delivery of the
prospectus supplement and accompanying prospectus relating to the securities.
All opinions and conclusions in this report 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, PW does not guarantee any results and
there is no guarantee as to the liquidity of the instruments involved in this
analysis. We do not claim that the securities will actually perform as described
in any scenario presented. The decision to adopt any strategy remains your
responsibility. PW (or any of its affiliates) or their officers, directors,
analysts or employees may have positions in securities, commodities or
derivative instruments thereon referred to herein, and may, as principal or
agent, buy or sell such securities, commodities or derivative instruments. In
addition, PW may make a market in the securities referred to herein. Neither the
information nor the opinions expressed 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. Finally, the
information contained herein has not addressed the legal, accounting and tax
implications of the analysis with respect to you and you should seek advice from
your counsel, accountant and tax advisor prior to purchasing any securities.
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
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PaineWebber
1
<PAGE>
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BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
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THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
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Bond Summary/(1)/
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
First Last Principal Expected
Offered Approximate WAL Principal Principal Window Ratings
Certificates Size Coupon (Years) Payment Payment (Years) (Moody's/S&P)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 $42,750,000 Fixed 0.25 0.08 0.50 0.50 P-1/A-1+
A-2 $97,000,000 Fixed 1.00 0.50 1.58 1.17 Aaa/AAA
A-3 $55,000,000 Fixed 2.00 1.58 2.50 1.00 Aaa/AAA
A-4 $52,023,107 Fixed 3.27 2.50 5.08 2.67 Aaa/AAA
I $184,645,582/(2)/ Fixed 1.12/3/ - - - Aaa/AAAr
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pricing assumes 1.6% ABS to maturity.
(2) The Class I Notional Principal Amount.
(3) Based on Notional Principal Amount.
DESCRIPTION OF THE AUTO LOANS AS OF THE
CUT-OFF DATE (11/30/99)
-----------------------
(complete collateral tables on pages 9-12)
---------------------------------------------------------------
---------------------------------------------------------------
Number of Loans: 17,753
Current Balance: $246,773,107
Average Balance: $13,900
Minimum Balance: $2,711
Maximum Balance: $118,533
Wtd. Average Coupon: 12.93%
Wtd. Average Original Term (months): 72
Wtd. Average Remaining Term (months): 57
Wtd. Average Seasoning (months): 15
---------------------------------------------------------------
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
- --------------------------------------------------------------------------------
PaineWebber
2
<PAGE>
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BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
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THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
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PRICING INFORMATION
Pricing Assumption: 1.6% ABS.
Distribution Date: The 15th day of each month (or, if any such date
is not a business day, the next business day
thereafter) commencing in January of 2000.
Settlement Date: On or about December 14, 1999.
Cut-off Date: November 30, 1999 (close of business).
Payment Delay: 14 days.
Payment Terms: Monthly.
Servicing/Other Fees: The collateral is subject to certain fees,
including a monthly servicing fee and a monthly
premium payable to the Certificate Insurer.
Interest Accrual Period: With the exception of the Class A-1 Certificates,
interest will accrue on the Certificates at a
fixed rate during the month prior to the month of
the related Distribution Date based on a 30/360
basis.
With respect to the Class A-1 Certificates,
interest will accrue from and including the
preceding Distribution Date (or from and
including the Closing Date in the case of
the first Distribution Date in January 2000)
to and including the day prior to the
current Distribution Date at a fixed rate on
an Actual/360 day basis.
Optional Redemption: The Servicer may at its option purchase all the
Receivables as of the last day of any Collection
Period on which (1) the aggregate outstanding
balance of the Receivables on the related
Distribution Date (after distribution of all
amounts to be paid on such Distribution Date)
will be equal to or less than 10% of the initial
aggregate outstanding balance of the Receivables
as of the Cut-off Date and (2) the notional
principal amount of the Class I certificates is
zero (or will be reduced to zero on or before the
related Distribution Date).
Optional Redemption Price: The Optional Redemption Price for the Receivables
will be equal to the fair market value of the
Receivables; provided that such amount may not be
less than the sum of (1) 100% of the outstanding
aggregate certificate balance of all classes of
the Class A certificates, (2) accrued and unpaid
interest on the outstanding certificate balances
of all outstanding classes of the offered
certificates at the weighted average interest
rate of the Receivables; and (3) any amounts due
to the Certificate Insurer.
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
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PaineWebber
3
<PAGE>
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BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
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THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
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DESCRIPTION OF SECURITIES
Title of Securities: Bay View 1999-LG-1 Auto Trust.
Offering Amount: Approximately $247,000,000.
Offered Certificates: The Class A-1, Class A-2, Class A-3, Class A-4 and
the Class I Certificates (the "Offered
Certificates").
The Trust will be formed and will issue the
Offered Certificates, pursuant to the
Pooling and Servicing Agreement. The Offered
Certificates will consist of (i) the Class
A-1, Class A-2, Class A-3, and Class A-4
Certificates in the aggregate principal
amount of approximately [$246,773,107]; and
(ii) the Class I Interest Only Certificates.
The Class I Certificates will be issued with
an original notional principal amount of
approximately [$184,645,582].
Assets of the Trust: The Trust assets will include a pool of simple and
precomputed interest installment sale and
installment loan contracts originated in various
states in the United States of America, secured by
new and used automobiles, light trucks,
motorcycles, recreational vehicles, sport utility
vehicles, and vans (the "Receivables"), certain
monies due thereunder after the Cut-off Date,
security interests in the related financed
vehicles, monies on deposit in the Certificate
Account and the proceeds thereof, any proceeds
from claims on certain insurance policies relating
to the financed vehicles or the related obligors,
an unconditional and irrevocable insurance policy
issued by MBIA Insurance Corporation guaranteeing
payments of principal and interest on the Offered
Certificates, and certain rights under the
agreements by which the Receivables are sold from
Bay View to the Depositor and from the Depositor
to the Trust. The Receivables have an aggregate
principal balance of approximately [$246,773,107]
as of the Cut-off Date.
Seller and Servicer: Bay View Acceptance Corporation ("Bay View"), a
Nevada corporation, having its principal place of
business in San Mateo, California.
Depositor: Bay View Securitization Corporation
Lead Underwriter: PaineWebber Incorporated
Co-Underwriter: Morgan Stanley Dean Witter
Certificate Insurer: MBIA Insurance Corporation
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
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PaineWebber
4
<PAGE>
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BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
DESCRIPTION OF SECURITIES (Continued)
Trustee: Bankers Trust Company
Offering: Public Shelf Offering - a prospectus and prospectus
supplement will be distributed after pricing.
Form of Offering: DTC, Euroclear, and CEDEL.
ERISA Considerations: The Certificates are expected to be ERISA eligible.
Tax Considerations: In the opinion of tax counsel to the Seller, the
Trust will be treated as a partnership for federal
income tax purposes, and will not be subject to
federal income tax, and the certificateholders will
be required to report their respective shares of the
Trust's taxable income, deductions and other tax
attributes.
The Class A Certificates: Interest: With the exception of the Class A-1
Certificates, interest will be distributed to holders
of the Class A Certificates in a maximum amount equal
to the product of (i) 1/12/th/ of the applicable
pass-through rate to such class of Class A
Certificates, and (ii) the aggregate outstanding
certificate balance of such class of Class A
Certificates as of the preceding Distribution Date
(after giving effect to all distributions to
certificateholders on such date).
With respect to the Class A-1 Certificates, interest
will be distributed in a maximum amount equal to the
product of (i) the applicable pass-through rate of
the Class A-1 Certificates, (ii) the actual number of
days elapsed from and including the preceding
Distribution Date (or from and including the Closing
Date in the case of the first Distribution date in
January 2000) divided by 360, and (iii) the aggregate
outstanding certificate balance of the Class A-1
Certificates as of the preceding Distribution Date
(after giving effect to all distributions to
certificateholders on such date).
Principal: On each Distribution Date, the Trustee
will distribute principal to each class of Class A
certificateholders of record as of the record date.
Generally, the amount of monthly principal the Trust
will pay is equal to the decrease in the outstanding
principal balance of the Receivables pool during the
preceding calendar month. Generally, principal will
be distributed to the Class A certificateholders in
the order of the alpha-numeric designation of each
class of the Class A certificates, starting with the
Class A-1 certificates and ending with the Class A-4
certificates (the "Principal Distribution Sequence").
For example, no principal will be distributed to the
Class A-2 certificateholders until the outstanding
certificate balance of the Class A-1 certificates has
been reduced to zero.
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
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PaineWebber
5
<PAGE>
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BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
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THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
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DESCRIPTION OF SECURITIES (Continued)
The Class I Certificates: Interest: The Class I Certificates are interest
only certificates and will not receive
distributions of principal. Interest will accrue
on the notional principal amount of the Class I
Certificates at the Class I pass-through rate.
Generally, the amount of interest distributable to
the Class I certificateholders on each
Distribution Date is the product of (i) 1/12/th/
of the Class I pass-through rate, and (ii) the
notional principal amount as of the preceding
distribution date (after giving effect to any
reduction of the notional principal amount on such
Distribution Date). The notional principal amount
represents a designated principal component of the
Receivables, originally approximately
[$184,645,582]. The Class I Certificate is a
Planned Amortization Class ("PAC") which has a
prepayment protection band from 1.6% to 2.5% ABS
(the reduction in the notional principal amount is
based on a principal paydown schedule rather than
on the reduction in the actual principal balances
of the Receivables).
For the purpose of calculating the amount payable
with respect to the Class I Certificates, the
aggregate Class A Certificate Balance will be
divided into two principal components, the PAC
Component and the Companion Component. The sum of
the PAC Component and the Companion Component will
at any time equal the then aggregate unpaid Class
A Certificate Balance. The notional principal
amount of the Class I Certificates at any time
will be equal to the principal balance of the PAC
Component at all times as such amount is
calculated using the allocations of principal
payments described below:
The Pooling and Servicing Agreement establishes
the planned schedule for the amortization of the
notional principal amount (the "Planned Notional
Principal Amount Schedule"). On each Distribution
Date, the amount of monthly principal allocated to
the Class A certificateholders will determine the
reduction in the notional principal amount as
follows:
(1) To the PAC Component in an amount up to amount
necessary to reduce this amount to the amount
specified in the Planned Notional Principal
Amount Schedule for such Distribution Date;
(2) To the Companion Component, until the
outstanding principal amount is reduced to
zero; and
(3) To the PAC Component, without regard to the
planned notional principal amount.
The notional principal amount of the Class I
certificates will be the same amount as the
outstanding amount of the PAC Component and will
decline as the PAC component declines.
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
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PaineWebber
6
<PAGE>
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BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
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THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
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DESCRIPTION OF SECURITIES (Continued)
Priority of Payments: Unless an Event of Default has occurred and is
continuing:
(1) An amount equal to the sum of (i) the amount of
outstanding advances in respect of Receivables
that became defaulted Receivables during the
prior collection period, plus (ii) the amount
of outstanding advances in respect of
Receivables that the Servicer determines to be
unrecoverable, to the Servicer;
(2) The monthly servicing fee, including any
overdue monthly servicing fee, to the Servicer,
to the extent not previously distributed to the
Servicer;
(3) Monthly interest, including any overdue monthly
interest amounts, to the Class A and Class I
certificateholders;
(4) Monthly principal, together with any overdue
monthly principal, to the Class A
certificateholders in accordance with the
Principal Distribution Sequence (as described
above under "The Class A Certificates -
Principal");
(5) The insurance premium (including any overdue
insurance premium, plus accrued interest
thereon) to the Certificate Insurer;
(6) The amount of recoveries of advances to the
servicer (to the extent not applied pursuant to
(1) above on or prior to such Distribution
Date);
(7) The aggregate amount of any unreimbursed draws
on the Policy payable to the Certificate
Insurer under the insurance and reimbursement
agreement, for monthly interest, monthly
principal, plus accrued interest thereon and
any other amounts owing to the Certificate
Insurer under the insurance and reimbursement
agreement; and
(8) The excess, if any, to the Depositor.
Credit Enhancement: Credit Enhancement is provided by the following two
mechanisms:
(1) Excess spread; and
(2) 100% MBIA Insurance Policy covering timely
payment or interest and principal on the
Offered Certificates.
(1) Excess Spread: The weighted average coupon rate on the Receivables
is generally expected to be higher than the sum of
(a) the monthly servicing fee and all other fees,
and (b) the weighted average pass-through rate on
the Offered Certificates, thus generating excess
interest collections which will be available, to
the extent required, to fund payments on the
Offered Certificates on each Distribution Date.
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
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PaineWebber
7
<PAGE>
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BAY VIEW 1999-LG-1 AUTO TRUST
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THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
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DESCRIPTION OF SECURITIES (Continued)
Credit Enhancement (continued):
(2) MBIA Insurance Policy: MBIA will issue an Insurance Policy that will
unconditionally and irrevocably guarantee payment
of the monthly servicing fee and distribution of
monthly interest and monthly principal to the
Class A and Class I certificateholders up to the
Policy Amount.
The Policy Amount with respect to any Distribution
Date will be the sum of (1) the monthly servicing
fee, (2) monthly interest, and (3) the lesser of
(a) the outstanding aggregate certificate balance
of all classes of Class A certificates on such
distribution date (after giving effect to any
distributions of available funds to distribute
monthly principal on such distribution date) and
(b) the initial aggregate certificate balance of
the Class A certificates minus all amounts drawn
on the policy with respect to monthly principal.
Prospectus: The Offered Certificates are being offered
pursuant to a Prospectus which includes a
Prospectus Supplement (together, the
"Prospectus"). Complete information with respect
to the Offered Certificates and the collateral is
contained in the Prospectus. The material
presented herein 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 Offered Certificates may
not be consummated unless the purchaser has
received the Prospectus.
Legal Investment: The Class A-1 certificates will be eligible for
purchase by money market funds under Rule 2a-7 of
the Investment Company Act of 1940, as amended.
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
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PaineWebber
8
<PAGE>
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THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
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COMPOSITION OF THE RECEIVABLES
The sums and percentages in the following tables may not equal the totals shown
due to rounding.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Aggregate Field Description Count Current Original Wtd Avg
Balance$ Balance$ Contract
Rate%
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Product Type New Autos and Light Trucks 2,580 50,001,329 60,941,003 12.28
Used Autos and Light Trucks 11,939 149,512,133 186,543,708 13.13
New Vans 159 3,518,926 4,171,539 12.31
Used Vans 822 9,869,946 12,178,193 13.28
New Motorcycles 3 20,140 43,852 14.39
Used Motorcycles 16 161,221 214,979 13.69
New Recreational Vehicles 1 13,164 13,526 11.90
Used Recreational Vehicles 80 657,783 850,395 13.95
New Sport Utility Vehicles 279 6,806,433 7,967,097 12.20
Used Sport Utility Vehicles 1,874 26,212,031 31,580,228 13.10
-------- ------------ ------------ ------
17,753 $246,773,107 $304,504,522 12.93%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Aggregate Field Description Weighted Average Weighted Average % of
Remaining Term Original Term Current Balance
to Maturity/(1)/ to Maturity/(2)/
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Product Type New Autos and Light Trucks 60.57 75.92 20.26
Used Autos and Light Trucks 54.88 70.13 60.59
New Vans 65.63 80.04 1.43
Used Vans 55.24 69.58 4.00
New Motorcycles 27.30 72.00 0.01
Used Motorcycles 50.59 67.66 0.07
New Recreational Vehicles 92.00 96.00 0.01
Used Recreational Vehicles 51.18 68.94 0.27
New Sport Utility Vehicles 64.68 77.79 2.76
Used Sport Utility Vehicles 59.33 73.15 10.62
-------- -------- --------
56.93 71.95 100.00%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Expressed in months. Based on scheduled maturity as of the Cut-off Date and
assuming no prepayment of the Receivables.
(2) Expressed in months. Based on scheduled maturity as of the origination date
and assuming no prepayment of the Receivables.
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
- --------------------------------------------------------------------------------
PaineWebber
9
<PAGE>
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BAY VIEW 1999-LG-1 AUTO TRUST
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- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
COMPOSITION OF THE RECEIVABLES (Continued)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Aggregate Field Description Count Current Balance$ Pool%
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
State California 7,057 88,295,584 35.78
Texas 5,673 78,497,223 31.81
Illinois 1,641 29,146,524 11.81
Arizona 859 12,650,020 5.13
New Mexico 517 8,329,420 3.38
Colorado 526 7,852,685 3.18
Oregon 427 6,413,975 2.60
Nevada 414 5,915,183 2.40
Other 639 9,672,493 3.92
------ ------------ ------
17,753 $246,773,107 100.00%
- ----------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Aggregate Field Description Count Current Balance$ Pool%
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Model Year 1988 or Prior 1,523 13,338,581 5.41
1989 605 4,480,123 1.82
1990 745 6,136,818 2.49
1991 884 7,642,554 3.10
1992 1,068 10,861,009 4.40
1993 1,373 14,578,860 5.91
1994 1,794 21,263,718 8.62
1995 2,278 31,473,128 12.75
1996 2,102 31,783,114 12.88
1997 2,482 41,724,908 16.91
1998 1,725 33,646,929 13.63
1999 1,008 25,592,674 10.37
2000 166 4,250,691 1.72
------ ------------ ------
17,753 $246,773,107 100.00%
- ----------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
- --------------------------------------------------------------------------------
PaineWebber
10
<PAGE>
------------------------------------
BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
COMPOSITION OF THE RECEIVABLES (Continued)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Aggregate Field Description Count Current Balance$ Pool%
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Remaining Term to 7 to 12 Months 17 69,379 0.03
Scheduled Maturity 13 to 24 Months 1,048 5,039,431 2.04
25 to 36 Months 3,650 28,878,138 11.70
37 to 48 Months 4,281 50,248,934 20.36
49 to 60 Months 3,948 61,611,398 24.97
61 to 72 Months 2,689 51,946,780 21.05
73 to 84 Months 1,402 32,732,421 13.26
85 to 96 Months 718 16,246,627 6.58
------ ------------ ------
17,753 $246,773,107 100.00%
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Aggregate Field Description Count Current Balance$ Pool%
- ------------------------------------------------------------------------------------------------
Original Term to 13 to 24 Months 74 317,408 0.13
Scheduled Maturity 25 to 36 Months 629 3,243,373 1.31
37 to 48 Months 1,941 12,600,385 5.11
49 to 60 Months 6,194 65,200,690 26.42
61 to 72 Months 4,237 70,504,357 28.57
73 to 84 Months 3,949 78,431,250 31.78
85 to 96 Months 729 16,475,644 6.68
------ ------------ ------
17,753 $246,773,107 100.00%
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Aggregate Field Description Count Current Balance$ Pool%
- ------------------------------------------------------------------------------------------------
Current Balance $0.01 to $5,000.00 1,534 6,237,948 2.53
$5,000.01 to $10,000.00 5,060 38,402,809 15.56
$10,000.01 to $15,000.00 4,466 55,254,369 22.39
$15,000.01 to $20,000.00 3,197 55,415,957 22.46
$20,000.01 to $25,000.00 1,922 42,655,525 17.29
$25,000.01 to $30,000.00 893 24,249,665 9.83
$30,000.01 to $35,000.00 383 12,301,231 4.98
$35,000.01 to $40,000.00 189 7,024,915 2.85
$40,000.01 to $45,000.00 63 2,635,143 1.07
$45,000.01 to $50,000.00 19 890,150 0.36
$50,000.01 or Greater 27 1,705,397 0.69
------ ------------ ------
17,753 $246,773,107 100.00%
- ------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
- --------------------------------------------------------------------------------
PaineWebber
11
<PAGE>
------------------------------------
BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
COMPOSITION OF THE RECEIVABLES (Continued)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Aggregate Field Description Count Current Balance$ Pool%
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Contract Rate 10.501% to 11.000% 506 9,758,012 3.95
11.001% to 11.500% 2,221 39,370,686 15.95
11.501% to 12.000% 2,659 46,769,053 18.95
12.001% to 12.500% 1,935 29,102,679 11.79
12.501% to 13.000% 2,588 37,962,601 15.38
13.001% to 13.500% 1,331 17,619,142 7.14
13.501% to 14.000% 1,488 18,393,552 7.45
14.001% to 14.500% 1,003 10,769,549 4.36
14.501% to 15.000% 1,266 13,171,616 5.34
15.001% to 15.500% 465 4,819,715 1.95
15.501% to 16.000% 643 5,976,667 2.42
16.001% to 16.500% 317 2,811,829 1.14
16.501% to 17.000% 356 3,281,935 1.33
17.001% to 17.500% 174 1,452,274 0.59
17.501% to 18.000% 262 1,944,696 0.79
18.001% to 18.500% 148 1,014,164 0.41
18.501% to 19.000% 129 926,370 0.38
19.001% to 19.500% 31 227,123 0.09
19.501% to 20.000% 61 382,827 0.16
20.001% to 20.500% 74 553,167 0.22
20.501% to 21.000% 76 373,641 0.15
21.001% to 21.500% 18 77,711 0.03
21.501% to 22.000% 2 14,098 0.01
------ ------------ ------
17,753 $246,773,107 100.00%
- --------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
- --------------------------------------------------------------------------------
PaineWebber
12
<PAGE>
------------------------------------
BAY VIEW 1999-LG-1 AUTO TRUST
------------------------------------
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
BOND SENSITIVITY TO PREPAYMENTS
<TABLE>
<CAPTION>
% ABS
- ---------------------------------------------------------------------------------------------------------------
CLASS A-1 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 0.33 0.28 0.25 0.21 0.16 0.10
FIRST PAY 01/00 01/00 01/00 01/00 01/00 01/00
LAST PAY 07/00 06/00 06/00 04/00 03/00 02/00
WINDOW (YEARS) 0.58 0.50 0.50 0.33 0.25 0.17
- ---------------------------------------------------------------------------------------------------------------
% ABS
- ---------------------------------------------------------------------------------------------------------------
CLASS A-2 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 1.35 1.11 1.00 0.80 0.57 0.39
YIELD @ 100.000 6.78% 6.74% 6.71% 6.64% 6.51% 6.29%
DURATION 1.25 1.03 0.94 0.75 0.55 0.38
FIRST PAY 07/00 06/00 06/00 04/00 03/00 02/00
LAST PAY 01/02 09/01 07/01 03/01 11/00 08/00
WINDOW (YEARS) 1.58 1.33 1.17 1.00 0.75 0.58
- ---------------------------------------------------------------------------------------------------------------
% ABS
- ---------------------------------------------------------------------------------------------------------------
CLASS A-3 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 2.64 2.22 2.00 1.59 1.20 0.92
YIELD @ 100.000 6.96% 6.94% 6.92% 6.89% 6.83% 6.76%
DURATION 2.34 1.99 1.81 1.46 1.12 0.87
FIRST PAY 01/02 09/01 07/01 03/01 11/00 08/00
LAST PAY 02/03 09/02 06/02 12/01 06/01 03/01
WINDOW (YEARS) 1.17 1.08 1.00 0.83 0.67 0.67
- ---------------------------------------------------------------------------------------------------------------
% ABS
- ---------------------------------------------------------------------------------------------------------------
CLASS A-4 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 4.13 3.60 3.27 2.66 2.11 1.73
YIELD @ 100.000 7.13% 7.12% 7.11% 7.09% 7.06% 7.03%
DURATION 3.45 3.07 2.82 2.34 1.89 1.57
FIRST PAY 02/03 09/02 06/02 12/01 06/01 03/01
LAST PAY 02/06 10/05 01/05 12/03 02/03 08/02
WINDOW (YEARS) 3.08 3.17 2.67 2.08 1.75 1.50
- ---------------------------------------------------------------------------------------------------------------
% ABS
- ---------------------------------------------------------------------------------------------------------------
CLASS 1 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE/(1)/ (YEARS) 1.41 1.19 1.12 1.12 1.12 0.93
YIELD @ 2.02667 * 33.93% 15.03% 7.25% 7.25% 7.25% -16.42%
DURATION 0.73 0.76 0.79 0.79 0.79 0.82
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on Notional Amount.
*Based on the assumptions described above and assuming a purchase price of
2.02667% at approximately 2.69% ABS, the pre-tax yield to maturity of the Class
I Certificates would be approximately 0%.
- --------------------------------------------------------------------------------
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
IMMEDIATELY.
- --------------------------------------------------------------------------------
PaineWebber
13
<PAGE>
Exhibit 99.2
PRELIMINARY BACKGROUND INFORMATION
Bay View Capital Corporation
Bay View 1999-LG-1 Auto Trust
-----------------------------
DISCLAIMER
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
Bond Summary/(1)/
<TABLE>
<CAPTION>
First Last Principal Expected
Offered Approximate WAL Principal Principal Window Ratings
Certificates Size Coupon (Years) Payment Payment (Years) (Moody's/S&P)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 $ 42,750,000 Fixed 0.25 0.08 0.50 0.50 P-1/A-1+
A-2 $ 97,000,000 Fixed 1.00 0.50 1.58 1.17 Aaa/AAA
A-3 $ 55,000,000 Fixed 2.00 1.58 2.50 1.00 Aaa/AAA
A-4 $ 52,023,107 Fixed 3.27 2.50 5.08 2.67 Aaa/AAA
I $184,645,582/(2)/ Fixed 1.12/3/ - - - Aaa/AAAr
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Pricing assumes 1.6% ABS to maturity.
(2) The Class I Notional Principal Amount.
(3) Based on Notional Principal Amount.
DESCRIPTION OF THE AUTO LOANS AS OF THE
CUT-OFF DATE (11/30/99)
-----------------------
(complete collateral tables on pages 9-12)
<TABLE>
<S> <C>
Number of Loans: 17,753
Current Balance: $246,773,107
Average Balance: $ 13,900
Minimum Balance: $ 2,711
Maximum Balance: $ 118,533
Wtd. Average Coupon: 12.93%
Wtd. Average Original Term (months): 72
Wtd. Average Remaining Term (months): 57
Wtd. Average Seasoning (months): 15
</TABLE>
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
2
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
PRICING INFORMATION
Pricing Assumption: 1.6% ABS.
Distribution Date: The 15th day of each month (or, if any such date
is not a business day, the next business day
thereafter) commencing in January of 2000.
Settlement Date: On or about December 14, 1999.
Cut-off Date: November 30, 1999 (close of business).
Payment Delay: 14 days.
Payment Terms: Monthly.
Servicing/Other Fees: The collateral is subject to certain fees,
including a monthly servicing fee and a monthly
premium payable to the Certificate Insurer.
Interest Accrual Period: With the exception of the Class A-1 Certificates,
interest will accrue on the Certificates at a
fixed rate during the month prior to the month of
the related Distribution Date based on a 30/360
basis.
With respect to the Class A-1 Certificates,
interest will accrue from and including the
preceding Distribution Date (or from and including
the Closing Date in the case of the first
Distribution Date in January 2000) to and
including the day prior to the current
Distribution Date at a fixed rate on an Actual/360
day basis.
Optional Redemption: The Servicer may at its option purchase all the
Receivables as of the last day of any Collection
Period on which (1) the aggregate outstanding
balance of the Receivables on the related
Distribution Date (after distribution of all
amounts to be paid on such Distribution Date) will
be equal to or less than 10% of the initial
aggregate outstanding balance of the Receivables
as of the Cut-off Date and (2) the notional
principal amount of the Class I certificates is
zero (or will be reduced to zero on or before the
related Distribution Date).
Optional Redemption Price: The Optional Redemption Price for the Receivables
will be equal to the fair market value of the
Receivables; provided that such amount may not be
less than the sum of (1) 100% of the outstanding
aggregate certificate balance of all classes of
the Class A certificates, (2) accrued and unpaid
interest on the outstanding certificate balances
of all outstanding classes of the offered
certificates at the weighted average interest rate
of the Receivables; and (3) any amounts due to the
Certificate Insurer.
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
3
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
DESCRIPTION OF SECURITIES
Title of Securities: Bay View 1999-LG-1 Auto Trust.
Offering Amount: Approximately $247,000,000.
Offered Certificates: The Class A-1, Class A-2, Class A-3, Class A-4 and
the Class I Certificates (the "Offered
Certificates").
The Trust will be formed and will issue the
Offered Certificates, pursuant to the Pooling and
Servicing Agreement. The Offered Certificates will
consist of (i) the Class A-1, Class A-2, Class A-
3, and Class A-4 Certificates in the aggregate
principal amount of approximately [$246,773,107];
and (ii) the Class I Interest Only Certificates.
The Class I Certificates will be issued with an
original notional principal amount of
approximately [$184,645,582].
Assets of the Trust: The Trust assets will include a pool of simple and
precomputed interest installment sale and
installment loan contracts originated in various
states in the United States of America, secured by
new and used automobiles, light trucks,
motorcycles, recreational vehicles, sport utility
vehicles, and vans (the "Receivables"), certain
monies due thereunder after the Cut-off Date,
security interests in the related financed
vehicles, monies on deposit in the Certificate
Account and the proceeds thereof, any proceeds
from claims on certain insurance policies relating
to the financed vehicles or the related obligors,
an unconditional and irrevocable insurance policy
issued by MBIA Insurance Corporation guaranteeing
payments of principal and interest on the Offered
Certificates, and certain rights under the
agreements by which the Receivables are sold from
Bay View to the Depositor and from the Depositor
to the Trust. The Receivables have an aggregate
principal balance of approximately [$246,773,107]
as of the Cut-off Date.
Seller and Servicer: Bay View Acceptance Corporation ("Bay View"), a
Nevada corporation, having its principal place of
business in San Mateo, California.
Depositor: Bay View Securitization Corporation
Lead Underwriter: PaineWebber Incorporated
Co-Underwriter: Morgan Stanley Dean Witter
Certificate Insurer: MBIA Insurance Corporation
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
4
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
DESCRIPTION OF SECURITIES (Continued)
Trustee: Bankers Trust Company
Offering: Public Shelf Offering - a prospectus and
prospectus supplement will be distributed after
pricing.
Form of Offering: DTC, Euroclear, and CEDEL.
ERISA Considerations: The Certificates are expected to be ERISA
eligible.
Tax Considerations: In the opinion of tax counsel to the Seller, the
Trust will be treated as a partnership for federal
income tax purposes, and will not be subject to
federal income tax, and the certificateholders
will be required to report their respective shares
of the Trust's taxable income, deductions and
other tax attributes.
The Class A Certificates: Interest: With the exception of the Class A-1
Certificates, interest will be distributed to
holders of the Class A Certificates in a maximum
amount equal to the product of (i) 1/12th of the
applicable pass-through rate to such class of
Class A Certificates, and (ii) the aggregate
outstanding certificate balance of such class of
Class A Certificates as of the preceding
Distribution Date (after giving effect to all
distributions to certificateholders on such date).
With respect to the Class A-1 Certificates,
interest will be distributed in a maximum amount
equal to the product of (i) the applicable pass-
through rate of the Class A-1 Certificates, (ii)
the actual number of days elapsed from and
including the preceding Distribution Date (or from
and including the Closing Date in the case of the
first Distribution date in January 2000) divided
by 360, and (iii) the aggregate outstanding
certificate balance of the Class A-1 Certificates
as of the preceding Distribution Date (after
giving effect to all distributions to
certificateholders on such date).
Principal: On each Distribution Date, the Trustee
will distribute principal to each class of Class A
certificateholders of record as of the record
date. Generally, the amount of monthly principal
the Trust will pay is equal to the decrease in the
outstanding principal balance of the Receivables
pool during the preceding calendar month.
Generally, principal will be distributed to the
Class A certificateholders in the order of the
alpha-numeric designation of each class of the
Class A certificates, starting with the Class A-1
certificates and ending with the Class A-4
certificates (the "Principal Distribution
Sequence"). For example, no principal will be
distributed to the Class A-2 certificateholders
until the outstanding certificate balance of the
Class A-1 certificates has been reduced to zero.
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
5
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
DESCRIPTION OF SECURITIES (Continued)
The Class I Certificates: Interest: The Class I Certificates are interest
only certificates and will not receive
distributions of principal. Interest will accrue
on the notional principal amount of the Class I
Certificates at the Class I pass-through rate.
Generally, the amount of interest distributable to
the Class I certificateholders on each
Distribution Date is the product of (i) 1/12th of
the Class I pass-through rate, and (ii) the
notional principal amount as of the preceding
distribution date (after giving effect to any
reduction of the notional principal amount on such
Distribution Date). The notional principal amount
represents a designated principal component of the
Receivables, originally approximately
[$184,645,582]. The Class I Certificate is a
Planned Amortization Class ("PAC") which has a
prepayment protection band from 1.6% to 2.5% ABS
(the reduction in the notional principal amount is
based on a principal paydown schedule rather than
on the reduction in the actual principal balances
of the Receivables).
For the purpose of calculating the amount payable
with respect to the Class I Certificates, the
aggregate Class A Certificate Balance will be
divided into two principal components, the PAC
Component and the Companion Component. The sum of
the PAC Component and the Companion Component will
at any time equal the then aggregate unpaid Class
A Certificate Balance. The notional principal
amount of the Class I Certificates at any time
will be equal to the principal balance of the PAC
Component at all times as such amount is
calculated using the allocations of principal
payments described below:
The Pooling and Servicing Agreement establishes
the planned schedule for the amortization of the
notional principal amount (the "Planned Notional
Principal Amount Schedule"). On each Distribution
Date, the amount of monthly principal allocated to
the Class A certificateholders will determine the
reduction in the notional principal amount as
follows:
(1) To the PAC Component in an amount up to the
amount necessary to reduce this amount to the
amount specified in the Planned Notional
Principal Amount Schedule for such
Distribution Date;
(2) To the Companion Component, until the
outstanding principal amount is reduced to
zero; and
(3) To the PAC Component, without regard to the
planned notional principal amount.
The notional principal amount of the Class I
certificates will be the same amount as the
outstanding amount of the PAC Component and will
decline as the PAC component declines.
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
- --------------------------------------------------------------------------------
6
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
DESCRIPTION OF SECURITIES (Continued)
Priority of Payments: Unless an Event of Default has occurred and is
continuing:
(1) An amount equal to the sum of (i) the amount
of outstanding advances in respect of
Receivables that became defaulted Receivables
during the prior collection period, plus (ii)
the amount of outstanding advances in respect
of Receivables that the Servicer determines
to be unrecoverable, to the Servicer;
(2) The monthly servicing fee, including any
overdue monthly servicing fee, to the
Servicer, to the extent not previously
distributed to the Servicer;
(3) Monthly interest, including any overdue
monthly interest amounts, to the Class A and
Class I certificateholders;
(4) Monthly principal, together with any overdue
monthly principal, to the Class A
certificateholders in accordance with the
Principal Distribution Sequence (as described
above under "The Class A Certificates -
Principal");
(5) The insurance premium (including any overdue
insurance premium, plus accrued interest
thereon) to the Certificate Insurer;
(6) The amount of recoveries of advances to the
servicer (to the extent not applied pursuant
to (1) above on or prior to such Distribution
Date);
(7) The aggregate amount of any unreimbursed
draws on the Policy payable to the
Certificate Insurer under the insurance and
reimbursement agreement, for monthly
interest, monthly principal, plus accrued
interest thereon and any other amounts owing
to the Certificate Insurer under the
insurance and reimbursement agreement; and
(8) The excess, if any, to the Depositor.
Credit Enhancement: Credit Enhancement is provided by the following
two mechanisms:
(1) Excess spread; and
(2) 100% MBIA Insurance Policy covering timely
payment or interest and principal on the
Offered Certificates.
(1) Excess Spread: The weighted average coupon rate on the
Receivables is generally expected to be higher
than the sum of (a) the monthly servicing fee and
all other fees, and (b) the weighted average pass-
through rate on the Offered Certificates, thus
generating excess interest collections which will
be available, to the extent required, to fund
payments on the Offered Certificates on each
Distribution Date.
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
7
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
DESCRIPTION OF SECURITIES (Continued)
Credit Enhancement (continued):
(2) MBIA Insurance Policy: MBIA will issue an Insurance Policy that will
unconditionally and irrevocably guarantee payment
of the monthly servicing fee and distribution of
monthly interest and monthly principal to the
Class A and Class I certificateholders up to the
Policy Amount.
The Policy Amount with respect to any Distribution
Date will be the sum of (1) the monthly servicing
fee, (2) monthly interest, and (3) the lesser of
(a) the outstanding aggregate certificate balance
of all classes of Class A certificates on such
distribution date (after giving effect to any
distributions of available funds to distribute
monthly principal on such distribution date) and
(b) the initial aggregate certificate balance of
the Class A certificates minus all amounts drawn
on the policy with respect to monthly principal.
Prospectus: The Offered Certificates are being offered
pursuant to a Prospectus which includes a
Prospectus Supplement (together, the
"Prospectus"). Complete information with respect
to the Offered Certificates and the collateral is
contained in the Prospectus. The material
presented herein 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 Offered Certificates may
not be consummated unless the purchaser has
received the Prospectus.
Legal Investment: The Class A-1 certificates will be eligible for
purchase by money market funds under Rule 2a-7 of
the Investment Company Act of 1940, as amended.
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
8
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
COMPOSITION OF THE RECEIVABLES
The sums and percentages in the following tables may not equal the totals shown
due to rounding.
<TABLE>
<CAPTION>
Aggregate Field Description Count Current Original Wtd Avg
<S> <C> <C> <C> <C> <C>
Product Type New Autos and Light Trucks 2,580 50,001,329 60,941,003 12.28
Used Autos and Light Trucks 11,939 149,512,133 186,543,708 13.13
New Vans 159 3,518,926 4,171,539 12.31
Used Vans 822 9,869,946 12,178,193 13.28
New Motorcycles 3 20,140 43,852 14.39
Used Motorcycles 16 161,221 214,979 13.69
New Recreational Vehicles 1 13,164 13,526 11.90
Used Recreational Vehicles 80 657,783 850,395 13.95
New Sport Utility Vehicles 279 6,806,433 7,967,097 12.20
Used Sport Utility Vehicles 1,874 26,212,031 31,580,228 13.10
-------- --------------- --------------- -------
17,753 $246,773,107 $304,504,522 12.93%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Aggregate Field Description Weighted Average Weighted Average % of
Remaining Term Original Term Current Balance
to Maturity(1) to Maturity(2)
<S> <C> <C> <C> <C>
Product Type New Autos and Light Trucks 60.57 75.92 20.26
Used Autos and Light Trucks 54.88 70.13 60.59
New Vans 65.63 80.04 1.43
Used Vans 55.24 69.58 4.00
New Motorcycles 27.30 72.00 0.01
Used Motorcycles 50.59 67.66 0.07
New Recreational Vehicles 92.00 96.00 0.01
Used Recreational Vehicles 51.18 68.94 0.27
New Sport Utility Vehicles 64.68 77.79 2.76
Used Sport Utility Vehicles 59.33 73.15 10.62
-------- -------- --------
56.93 71.95 100.00%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Expressed in months. Based on scheduled maturity as of the Cut-off Date and
assuming no prepayment of the Receivables.
(2) Expressed in months. Based on scheduled maturity as of the origination date
and assuming no prepayment of the Receivables.
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
9
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
COMPOSITION OF THE RECEIVABLES (Continued)
<TABLE>
<CAPTION>
Aggregate Field Description Count Current Balance$ Pool%
<S> <C> <C> <C> <C>
State California 7,057 88,295,584 35.78
Texas 5,673 78,497,223 31.81
Illinois 1,641 29,146,524 11.81
Arizona 859 12,650,020 5.13
New Mexico 517 8,329,420 3.38
Colorado 526 7,852,685 3.18
Oregon 427 6,413,975 2.60
Nevada 414 5,915,183 2.40
Other 639 9,672,493 3.92
------ ------------ ------
17,753 $246,773,107 100.00%
- ---------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Aggregate Field Description Count Current Balance$ Pool%
<S> <C> <C> <C> <C>
Model Year 1988 or Prior 1,523 13,338,581 5.41
1989 605 4,480,123 1.82
1990 745 6,136,818 2.49
1991 884 7,642,554 3.10
1992 1,068 10,861,009 4.40
1993 1,373 14,578,860 5.91
1994 1,794 21,263,718 8.62
1995 2,278 31,473,128 12.75
1996 2,102 31,783,114 12.88
1997 2,482 41,724,908 16.91
1998 1,725 33,646,929 13.63
1999 1,008 25,592,674 10.37
2000 166 4,250,691 1.72
------ ------------ ------
17,753 $246,773,107 100.00%
- ---------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
10
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
COMPOSITION OF THE RECEIVABLES (Continued)
<TABLE>
<CAPTION>
Aggregate Field Description Count Current Balance$ Pool%
<S> <C> <C> <C> <C>
Remaining Term to 7 to 12 Months 17 69,379 0.03
Scheduled Maturity 13 to 24 Months 1,048 5,039,431 2.04
25 to 36 Months 3,650 28,878,138 11.70
37 to 48 Months 4,281 50,248,934 20.36
49 to 60 Months 3,948 61,611,398 24.97
61 to 72 Months 2,689 51,946,780 21.05
73 to 84 Months 1,402 32,732,421 13.26
85 to 96 Months 718 16,246,627 6.58
------ ------------ ------
17,753 $246,773,107 100.00%
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Aggregate Field Description Count Current Balance$ Pool%
<S> <C> <C> <C> <C>
Original Term to 13 to 24 Months 74 317,408 0.13
Scheduled Maturity 25 to 36 Months 629 3,243,373 1.31
37 to 48 Months 1,941 12,600,385 5.11
49 to 60 Months 6,194 65,200,690 26.42
61 to 72 Months 4,237 70,504,357 28.57
73 to 84 Months 3,949 78,431,250 31.78
85 to 96 Months 729 16,475,644 6.68
------ ------------ ------
17,753 $246,773,107 100.00%
- --------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
11
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
COMPOSITION OF THE RECEIVABLES (Continued)
<TABLE>
<CAPTION>
Aggregate Field Description Count Current Balance$ Pool%
<S> <C> <C> <C> <C>
Current Balance $0.01 to $5,000.00 1,534 6,237,948 2.53
$5,000.01 to $10,000.00 5,060 38,402,809 15.56
$10,000.01 to $15,000.00 4,466 55,254,369 22.39
$15,000.01 to $20,000.00 3,197 55,415,957 22.46
$20,000.01 to $25,000.00 1,922 42,655,525 17.29
$25,000.01 to $30,000.00 893 24,249,665 9.83
$30,000.01 to $35,000.00 383 12,301,231 4.98
$35,000.01 to $40,000.00 189 7,024,915 2.85
$40,000.01 to $45,000.00 63 2,635,143 1.07
$45,000.01 to $50,000.00 19 890,150 0.36
$50,000.01 or Greater 27 1,705,397 0.69
------ ------------ ------
17,753 $246,773,107 100.00%
- --------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
12
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
COMPOSITION OF THE RECEIVABLES (Continued)
<TABLE>
<CAPTION>
Aggregate Field Description Count Current Balance$ Pool%
<S> <C> <C> <C> <C>
Contract Rate 10.501% to 11.000% 506 9,758,012 3.95
11.001% to 11.500% 2,221 39,370,686 15.95
11.501% to 12.000% 2,659 46,769,053 18.95
12.001% to 12.500% 1,935 29,102,679 11.79
12.501% to 13.000% 2,588 37,962,601 15.38
13.001% to 13.500% 1,331 17,619,142 7.14
13.501% to 14.000% 1,488 18,393,552 7.45
14.001% to 14.500% 1,003 10,769,549 4.36
14.501% to 15.000% 1,266 13,171,616 5.34
15.001% to 15.500% 465 4,819,715 1.95
15.501% to 16.000% 643 5,976,667 2.42
16.001% to 16.500% 317 2,811,829 1.14
16.501% to 17.000% 356 3,281,935 1.33
17.001% to 17.500% 174 1,452,274 0.59
17.501% to 18.000% 262 1,944,696 0.79
18.001% to 18.500% 148 1,014,164 0.41
18.501% to 19.000% 129 926,370 0.38
19.001% to 19.500% 31 227,123 0.09
19.501% to 20.000% 61 382,827 0.16
20.001% to 20.500% 74 553,167 0.22
20.501% to 21.000% 76 373,641 0.15
21.001% to 21.500% 18 77,711 0.03
21.501% to 22.000% 2 14,098 0.01
------ ------------ ------
17,753 $246,773,107 100.00%
- -----------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
13
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
BOND SENSITIVITY TO PREPAYMENTS
<TABLE>
<CAPTION>
% ABS
- ------------------------------------------------------------------------------
CLASS A-1 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 0.33 0.28 0.25 0.21 0.16 0.10
FIRST PAY 01/00 01/00 01/00 01/00 01/00 01/00
LAST PAY 07/00 06/00 06/00 04/00 03/00 02/00
WINDOW (YEARS) 0.58 0.50 0.50 0.33 0.25 0.17
- ------------------------------------------------------------------------------
<CAPTION>
% ABS
- ------------------------------------------------------------------------------
CLASS A-2 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 1.35 1.11 1.00 0.80 0.57 0.39
YIELD @ 100.000 6.78% 6.74% 6.71% 6.64% 6.51% 6.29%
DURATION 1.25 1.03 0.94 0.75 0.55 0.38
FIRST PAY 07/00 06/00 06/00 04/00 03/00 02/00
LAST PAY 01/02 09/01 07/01 03/01 11/00 08/00
WINDOW (YEARS) 1.58 1.33 1.17 1.00 0.75 0.58
- ------------------------------------------------------------------------------
<CAPTION>
% ABS
- ------------------------------------------------------------------------------
CLASS A-3 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 2.64 2.22 2.00 1.59 1.20 0.92
YIELD @ 100.000 6.96% 6.94% 6.92% 6.89% 6.83% 6.76%
DURATION 2.34 1.99 1.81 1.46 1.12 0.87
FIRST PAY 01/02 09/01 07/01 03/01 11/00 08/00
LAST PAY 02/03 09/02 06/02 12/01 06/01 03/01
WINDOW (YEARS) 1.17 1.08 1.00 0.83 0.67 0.67
- ------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by Bay View
Acceptance Corporation with respect to the expected characteristics of the pool
of motor vehicle installment sale contracts ("collateral pool") secured by new
and used automobiles, sport utility vehicles, light trucks, motorcycles,
recreational vehicles and vans, securing these securities. The actual
characteristics and performance of the collateral pool will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS
TO THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS
OR THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and
all liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the collateral pool contained herein, shall be
deemed superseded, amended and supplemented in their entirety by such Prospectus
and Prospectus Supplement. To Our Readers Worldwide: In addition, please note
that this information has been provided by Morgan Stanley & Co. Incorporated and
approved by Morgan Stanley & Co. International Limited, a member of the
Securities and Futures Authority, and Morgan Stanley Japan Ltd. We recommend
that investors obtain the advice of their Morgan Stanley & Co. International
Limited or Morgan Stanley Japan Ltd. representative about the investment
concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K.
SECURITIES AND FUTURES AUTHORITY.
14
<PAGE>
- --------------------------------------------------------------------------------
Bay View Capital Corporation [World Map Morgan Stanley Dean Witter
Appears Here] Securitized Products Group
- --------------------------------------------------------------------------------
Bay View 1999-LG-1 Auto Trust
-----------------------------
BOND SENSITIVITY TO PREPAYMENTS (continued)
<TABLE>
<CAPTION>
% ABS
- -------------------------------------------------------------------------------
CLASS A-3 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (YEARS) 4.13 3.60 3.27 2.66 2.11 1.73
YIELD @ 100.000 7.13% 7.12% 7.11% 7.09% 7.06% 7.03%
DURATION 3.45 3.07 2.82 2.34 1.89 1.57
FIRST PAY 02/03 09/02 06/02 12/01 06/01 03/01
LAST PAY 02/06 10/05 01/05 12/03 02/03 08/02
WINDOW (YEARS) 3.08 3.17 2.67 2.08 1.75 1.50
- -------------------------------------------------------------------------------
<CAPTION>
% ABS
- -------------------------------------------------------------------------------
CLASS A-3 1.00% 1.40% 1.60% 2.00% 2.50% 3.00%
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
AVERAGE LIFE (1) (YEARS) 1.41 1.19 1.12 1.12 1.12 0.93
YIELD @ 2.02667 * 33.93% 15.03% 7.25% 7.25% 7.25% -16.42%
DURATION 0.73 0.76 0.79 0.79 0.79 0.82
- -------------------------------------------------------------------------------
</TABLE>
(1) Based on Notional Amount.
*Based on the assumptions described above and assuming a purchase price of
2.02667% at approximately 2.69% ABS, the pre-tax yield to maturity of the Class
I Certificates would be approximately 0%.
- -------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION CONTAINED
IN THE PROSPECTUS SUPPLEMENT
- -------------------------------------------------------------------------------
15
<PAGE>
Exhibit 99.3
PAINEWEBBER INCORPORATED
PRELIMINARY BACKGROUND INFORMATION
Bay View Capital Corporation
BAY VIEW 1999-LG-1 AUTO TRUST
-----------------------------
DISCLAIMER
- --------------------------------------------------------------------------------
The information included herein is produced and provided exclusively by
PaineWebber Incorporated ("PW") as underwriter for and on behalf of Bay View
1999-LG-1 Auto Trust (the "Trust"), and not by or as agent for Bay View
Acceptance Corporation ("Bay View" or the "Servicer") or for Bay View
Securitization Corporation (the "Depositor") or any other affiliates (other than
the Trust). Neither the Servicer nor the Depositor has prepared, reviewed or
participated in the preparation hereof, nor are they responsible for the
accuracy hereof and they have not authorized the dissemination hereof. The
analysis in this report is accurate to the best of PW's knowledge and is based
on information provided by the Servicer on behalf of the Trust. PW or any of
its affiliates do not make any representations as to the accuracy or
completeness of the information provided by the Servicer on behalf of the Trust.
The information herein is preliminary and limited in nature and subject to
completion or amendment, and will be superseded in its entirety by the
applicable prospectus supplement and prospectus and by any other information
subsequently filed with the Securities and Exchange Commission. You should make
your investment decision with respect to the securities described herein based
solely upon the information contained in the prospectus supplement and
accompanying prospectus related to the Bay View 1999-LG-1 Auto Trust. These
computational materials do not constitute an offer to sell or the solicitation
of an offer to buy and we will not sell the securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such jurisdiction.
The securities may not be sold and no offer to buy will be accepted prior to the
delivery of the prospectus supplement and accompanying prospectus relating to
the securities.
All opinions and conclusions in this report 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, PW does not guarantee any results and
there is no guarantee as to the liquidity of the instruments involved in this
analysis. We do not claim that the securities will actually perform as
described in any scenario presented. The decision to adopt any strategy remains
your responsibility. PW (or any of its affiliates) or their officers,
directors, analysts or employees may have positions in securities, commodities
or derivative instruments thereon referred to herein, and may, as principal or
agent, buy or sell such securities, commodities or derivative instruments. In
addition, PW may make a market in the securities referred to herein. Neither
the information nor the opinions expressed 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. Finally,
the information contained herein has not addressed the legal, accounting and tax
implications of the analysis with respect to you and you should seek advice from
your counsel, accountant and tax advisor prior to purchasing any securities.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT
RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER
INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.
- --------------------------------------------------------------------------------
PaineWebber
<PAGE>
-----------------------------------------------
BAY VIEW 1999-LG-1 AUTO TRUST
-----------------------------------------------
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
BAY VIEW 1999-LG-1 AUTO TRUST
CLASS A-4 CASH FLOWS (SCALED TO $10 MILLION)
--------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Period Interest Principal Balance
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
10,000,000
1 58,917 - 10,000,000
2 58,917 - 10,000,000
3 58,917 - 10,000,000
4 58,917 - 10,000,000
5 58,917 - 10,000,000
6 58,917 - 10,000,000
7 58,917 - 10,000,000
8 58,917 - 10,000,000
9 58,917 - 10,000,000
10 58,917 - 10,000,000
11 58,917 - 10,000,000
12 58,917 - 10,000,000
13 58,917 - 10,000,000
14 58,917 - 10,000,000
15 58,917 - 10,000,000
16 58,917 - 10,000,000
17 58,917 - 10,000,000
18 58,917 - 10,000,000
19 58,917 - 10,000,000
20 58,917 - 10,000,000
21 58,917 - 10,000,000
22 58,917 - 10,000,000
23 58,917 - 10,000,000
24 58,917 - 10,000,000
25 58,917 - 10,000,000
26 58,917 - 10,000,000
27 58,917 - 10,000,000
28 58,917 - 10,000,000
29 58,917 - 10,000,000
30 58,917 697,211 9,302,789
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
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<PAGE>
-----------------------------------------------
BAY VIEW 1999-LG-1 AUTO TRUST
-----------------------------------------------
- --------------------------------------------------------------------------------
THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN THE PROSPECTUS SUPPLEMENT
- --------------------------------------------------------------------------------
BAY VIEW 1999-LG-1 AUTO TRUST
CLASS A-4 CASH FLOWS (SCALED TO $10 MILLION)
--------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Period Interest Principal Balance
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
31 54,809 730,467 8,572,322
32 50,505 674,435 7,897,887
33 46,532 644,507 7,253,380
34 42,734 614,080 6,639,300
35 39,117 583,147 6,056,153
36 35,681 551,700 5,504,453
37 32,430 519,732 4,984,722
38 29,368 470,831 4,513,891
39 26,594 429,371 4,084,520
40 24,065 406,577 3,677,943
41 21,669 383,410 3,294,533
42 19,410 359,865 2,934,669
43 17,290 323,914 2,610,754
44 15,382 293,425 2,317,330
45 13,653 276,618 2,040,712
46 12,023 259,538 1,781,174
47 10,494 242,183 1,538,991
48 9,067 213,482 1,325,509
49 7,809 189,089 1,136,420
50 6,695 177,088 959,333
51 5,652 164,894 794,439
52 4,681 152,504 641,935
53 3,782 127,154 514,781
54 3,033 105,253 409,528
55 2,413 97,189 312,339
56 1,840 88,998 223,341
57 1,316 80,677 142,664
58 841 57,205 85,459
59 503 37,143 48,316
60 285 33,207 15,108
61 89 15,108 0
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT
RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER
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