EAGLEMARK INC, 8-K, 1998-11-18

EAGLEMARK INC
8-K, 1998-11-18
ASSET-BACKED SECURITIES

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UNITED STATES
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): November 16, 1998

EAGLEMARK, INC.
(Exact name of registrant as specified in its charter)

Nevada 333-21793 88-0292891

(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)

4150 Technology Way
Carson City, Nevada 89706
(Address of principal executive offices) (Zip Code)

(702) 885-1200
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)

<PAGE>

ITEM 5. OTHER EVENTS

The registrant is filing a term sheet relating to the Harley-Davidson
Eaglemark Motorcycle Trust 1998-3 Harley-Davidson Motorcycle Contract Backed
Securities under Item 7(c).

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Financial Statements: None

(b) Pro Forma Financial Information: None

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20 Term Sheet
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<PAGE>

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

EAGLEMARK, INC.

By: /s/ Perry A. Glassgow
---------------------
Perry A. Glassgow
Treasurer

November 16, 1998

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EXHIBIT INDEX

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EXHIBIT NO. DOCUMENT PAGE
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20 Term Sheet 1
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The information contained in the attached materials is referred to as the
"INFORMATION".

The attached Term Sheet has been prepared by Eaglemark, Inc. ("EAGLEMARK")
and relates to Harley-Davidson Eaglemark Motorcycle Trust 1998-3. Neither
Salomon Smith Barney nor any of its affiliates makes any representation as to
the accuracy or completeness of the Information herein. The Information
contained herein is preliminary and will be superseded by the applicable
prospectus supplement and by any other information subsequently filed with the
Securities and Exchange Commission.

The Information contained herein will be superseded by the description of
the collateral pool contained in the prospectus supplement relating to the
securities.

The Information addresses only certain aspects of the applicable security's
characteristics and thus does not provide a complete assessment. As such, the
Information may not reflect the impact of all structural characteristics of the
security. The assumptions underlying the Information, including structure and
collateral, may be modified from time to time to reflect changed circumstances.

Although a registration statement (including the prospectus) relating to
the securities discussed in this communication has been filed with the
Securities and Exchange Commission and is effective, the final prospectus
supplement relating to the securities discussed in this communication has not
been filed with the Securities and Exchange Commission. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities discussed in this communication in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for
definitive Information on any matter discussed in this communication. Any
investment decision should be based only on the data in the prospectus and the
prospectus supplement ("OFFERING DOCUMENTS") and the then current version of the
Information. Offering Documents contain data that is current as of their
publication dates and after publication may no longer be complete or current. A
final prospectus and prospectus supplement may be obtained by contacting the
Salomon Smith Barney Syndicate Desk at 212-783-3727.

<PAGE>

Harley-Davidson Eaglemark Motorcycle Trust 1998-3
Eaglemark, Inc., Seller and Servicer
Eaglemark Customer Funding Corporation-IV, Trust Depositor

Subject to Revision

Term Sheet dated November 16, 1998

Trust. . . . . . . . . . Harley-Davidson Eaglemark Motorcycle Trust 1998-3
(the "TRUST").

Trust Depositor. . . . . Eaglemark Customer Funding Corporation-IV, a
wholly owned, limited-purpose subsidiary of
Eaglemark, Inc. (the "TRUST DEPOSITOR")
Seller and Servicer or
Seller/Servicer. . . . Eaglemark, Inc. ("EAGLEMARK" or the "SELLER" or,
in its capacity as Servicer, the "SERVICER"), a
100% owned subsidiary of Eaglemark Financial
Services, Inc.

Owner Trustee. . . . . . Wilmington Trust Company, a Delaware banking
corporation (in such capacity, the "OWNER
TRUSTEE").

Indenture Trustee. . . . Harris Trust and Savings Bank, an Illinois banking
corporation (in such capacity, the "INDENTURE
TRUSTEE"). The Indenture Trustee will also
act as Paying Agent under the Indenture and
the Trust Agreement.

Closing Date . . . . . . On or about November 24, 1998

Securities Offered . . . The securities offered are as follows:

A. General The Harley-Davidson Eaglemark Motorcycle Trust
1998-3 Harley-Davidson Motorcycle Contract
Backed Notes (the "NOTES") will represent
indebtedness of the Trust secured by the
assets of the Trust (other than certain bank
accounts associated with the Certificates).
The Harley-Davidson Eaglemark Motorcycle
Trust 1998-3 Harley-Davidson Motorcycle
Contract Backed Certificates (the
"CERTIFICATES" and, together with the Notes,
the "SECURITIES") will represent fractional
undivided equity interests in the Trust.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

The Trust will issue two Classes of Notes pursuant
to an Indenture to be dated as of November 1,
1998 (the "INDENTURE"), between the Trust and
the Indenture Trustee, as follows: (i)
$105,000,000 aggregate principal amount (the
"INITIAL CLASS A-1 NOTE BALANCE") of Class
A-1 ____% Harley-Davidson Motorcycle Contract
Backed Notes (the "CLASS A-1 NOTES") and (ii)
$45,400,000 aggregate principal amount (the
"INITIAL CLASS A-2 NOTE BALANCE") of Class
A-2 ____% Harley-Davidson Motorcycle Contract
Backed Notes (the "CLASS A-2 NOTES").
Payments of principal, made through the
application of available collections on the
Contracts in an amount reflecting reductions
in the principal balances of the Contracts,
and from certain other available amounts as
described herein, will be made first on the
Class A-1 Notes until the Class A-1 Notes
have been repaid in full, and thereafter on
the Class A-2 Notes until the Class A-2 Notes
have been repaid in full, and in each case
prior to any repayment of principal on the
Certificates. Payments of interest on the
Class A-1 Notes and the Class A-2 Notes will
be made from available collections on the
Contracts, and from certain other available
amounts as described herein, without priority
of payment between such Classes, but in each
case prior to payment of interest on the
Certificates. Accordingly, the principal
distinction between an investment in the
Class A-1 Notes and the Class A-2 Notes is
that holders of Class A-1 Notes will receive
a return of invested principal sooner than
holders of Class A-2 Notes.

The Trust will issue $9,600,000 aggregate
principal amount of ___% Certificates
pursuant to a Trust Agreement to be dated as
of November 1, 1998 (the "TRUST AGREEMENT")
by and between the Trust Depositor and the
Owner Trustee (the Owner Trustee, together
with the Indenture Trustee, being sometimes
collectively referred to herein as the
"TRUSTEES"). Payments in respect of principal
and interest on the Certificates will be
subordinated to payments on the Notes to the
extent described herein.

Each Class of Notes and the Certificates will be
issued in minimum denominations of $1,000
and will be available in book-entry form
only. Security holders will be able to
receive Definitive Securities (as defined
herein) only in certain limited
circumstances.

B. Trust Property.... The Trust Property consists of, among other
things, the pool of initial contracts (those
Contracts described in Tables 1 through 6
under "THE CONTRACTS" are hereinafter
referred to as the "INITIAL CONTRACTS")
together with any Subsequent Contracts (as
hereinafter defined) transferred to the
Trust, and all rights, benefits, obligations
and proceeds arising therefrom or in
connection therewith, including security
interests in the Harley-Davidson (and, in
certain limited instances, Buell) motorcycles
(see "THE CONTRACTS") securing such Contracts
and proceeds, if any, from certain insurance
policies with respect to individual
Motorcycles.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

C. Distribution Dates.. Distributions of interest and principal on the
Securities will be made on the fifteenth day
of each month (or, if such day is not a
Business Day, on the next succeeding Business
Day) (each, a "DISTRIBUTION DATE"),
commencing December 15, 1998. Payments on
the Securities on each Distribution Date will
be paid to the holders of the related
Securities who are of record on the last
Business Day immediately preceding the
calendar month in which such Distribution
Date occurs (each, a "RECORD DATE").

A "BUSINESS DAY" will be any day other than a
Saturday, a Sunday or a day on which banking
institutions in Chicago, Illinois or
Wilmington, Delaware are authorized or
obligated by law, executive order or
government decree to be closed.

To the extent not previously paid prior to such
dates, the outstanding principal amount of
(i) the Class A-1 Notes will be payable on
the Distribution Date occurring in March 2003
(the "CLASS A-1 FINAL DISTRIBUTION DATE") and
(ii) the Class A-2 Notes will be payable on
the Distribution Date occurring in October
2004 (the "CLASS A-2 FINAL DISTRIBUTION DATE"
and, together with the Class A-1 Final
Distribution Date, the "NOTE FINAL
DISTRIBUTION DATES"). To the extent not
previously paid in full prior to such date,
the unpaid principal balance of the
Certificates will be payable on the
Distribution Date occurring in September 2006
(the "CERTIFICATE FINAL DISTRIBUTION DATE"
and, together with the Note Final
Distribution Dates, the "FINAL DISTRIBUTION
DATES").

Terms of the Notes . . . The principal terms of the Notes will be as
described below:

A. Interest Rates. The Class A-1 Notes will bear interest at the rate
of ____% per annum (the "CLASS A-1 RATE") and
the Class A-2 Notes will bear interest at the
rate of ______% per annum (the "CLASS A-2
RATE" and, together with the Class A-1 Rate,
the "INTEREST RATES").

B. Interest. . . . Interest on the outstanding principal amount of
the Class A-1 Notes and Class A-2 Notes will
accrue at the related Interest Rate from and
including the fifteenth day of the month of
the most recent Distribution Date based on a
360-day year consisting of 12 months of 30
days each (or from and including the Closing
Date with respect to the first Distribution
Date) to but excluding the fifteenth day of
the month of the current Distribution Date
(each, an "INTEREST PERIOD"). Interest on
the Notes for any Distribution Date due but
not paid on such Distribution Date will be
due on the next Distribution Date, together
with, to the extent permitted by applicable
law, interest on such shortfall at the
related Interest Rate.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

C. Principal. . . . . Principal of the Notes will be payable on each
Distribution Date in an amount generally
equal to the Note Principal Distributable
Amount (as hereinafter defined) for such
Distribution Date. "NOTE PRINCIPAL
DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the sum of the Note
Monthly Principal Distributable Amount for
such Distribution Date and any outstanding
Note Principal Carryover Shortfall for the
immediately preceding Distribution Date;
PROVIDED, HOWEVER, that the Note Principal
Distributable Amount for a Class of Notes
shall not exceed the outstanding principal
amount of such Class of Notes. On each
Distribution Date, the Note Principal
Distributable Amount will be applied in the
following priority: first to reduce the
principal amount of the Class A-1 Notes to
zero, and thereafter, to reduce the principal
amount of the Class A-2 Notes to zero.
Notwithstanding the foregoing, if the
principal amount of either the Class A-1
Notes or Class A-2 Notes has not been paid in
full prior to its related Note Final
Distribution Date, the Note Principal
Distributable Amount for such Note Final
Distribution Date will be the unpaid
principal amount of such Class of Notes as of
such Note Final Distribution Date.

D. Optional
Redemption . . . . In the event of an Optional Purchase, the Class
A-2 Notes will be redeemed in whole, but not
in part, at a redemption price equal to the
unpaid principal amount of the Class A-2
Notes plus accrued interest thereon at the
related Interest Rate.

E. Mandatory
Redemption. . . . . Under certain conditions, the Notes may be
accelerated upon the occurrence of an Event
of Default under the Indenture.

F. Mandatory Special
Redemption . . . . The holders of Class A-1 Notes ("CLASS A-1
NOTEHOLDERS") and Class A-2 Notes ("CLASS A-2
NOTEHOLDERS") will be prepaid in part,
without premium, on the Distribution Date on
or immediately following the last day of the
Funding Period in the event that any amount
remains on deposit in the Pre-Funding Account
after giving effect to the purchase of all
Subsequent Contracts, including any such
purchase on such date (a "MANDATORY SPECIAL
REDEMPTION"). The aggregate principal amount
of Class A-1 Notes and Class A-2 Notes to be
prepaid will be an amount equal to the amount
then on deposit in the Pre-Funding Account
allocated pro rata; PROVIDED, HOWEVER, in the
event the Mandatory Special Redemption Amount
is less than $150,000 such amount shall be
allocated solely to the Class A-1
Noteholders, pro rata.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

Terms of the Certificates. . The principal terms of the Certificates will be as
described below:

A. Interest . . . On each Distribution Date, the Owner Trustee or
any paying agent or paying agents as the
Owner Trustee may designate from time to
time (each, a "PAYING AGENT", which initially
will be the Indenture Trustee) will
distribute pro rata to Certificateholders of
record as of the related Record Date accrued
interest at the rate of _____% per annum (the
"PASS-THROUGH RATE") on the Certificate
Balance (as defined herein) as of the
immediately preceding Distribution Date
(after giving effect to distributions of
principal to be made on such immediately
preceding Distribution Date) or, in the case
of the first Distribution Date, the Initial
Certificate Balance. Interest in respect of
a Distribution Date will accrue from and
including the Closing Date (in the case of
the first Distribution Date) or from and
including the fifteenth day of the month of
the most recent Distribution Date to but
excluding the fifteenth day of the month of
the current Distribution Date based on a
360-day year consisting of 12 months of 30
days each. Interest on the Certificates for
any Distribution Date due but not paid on
such Distribution Date will be due on the
next Distribution Date, together with, to the
extent permitted by applicable law, interest
on such shortfall at the Pass-Through Rate.

The "CERTIFICATE BALANCE" will equal $9,600,000
(the "INITIAL CERTIFICATE BALANCE") on the
Closing Date and on any date thereafter will
equal the Initial Certificate Balance reduced
by all distributions of principal previously
made in respect of the Certificates.
Distributions on the Certificates will be
subordinated to payments of interest and
principal on the Notes to the extent
described herein.

B. Principal. . . No principal will be paid on the Certificates
until the Distribution Date on which the
principal amounts of the Class A-1 Notes and
Class A-2 Notes have been reduced to zero.
On such Distribution Date and each
Distribution Date thereafter, principal of
the Certificates will be payable in an amount
equal to the Certificate Principal
Distributable Amount (as defined herein) for
such Distribution Date.

C. Optional Prepayment In the event of an Optional Purchase, the
Certificates will be repaid in whole, but not
in part, at a repayment price equal to the
Certificate Balance plus accrued interest
thereon at the Pass-Through Rate.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

Security for the Securities. The principal security for the Securities will be
as described below:

A. The Contracts . The Contracts will be fixed-rate, simple-interest
conditional sales contracts for Motorcycles,
including any and all rights to receive
payments collected thereunder on or after the
related Cutoff Date and security interests in
the Motorcycles financed thereby.

On the Closing Date, the Trust Depositor will
sell, transfer and assign to the Trust
pursuant to the Sale and Servicing Agreement
dated as of November 1, 1998 (the
"AGREEMENT") among the Trust Depositor, the
Trust, the Indenture Trustee and Eaglemark
(as servicer), and the Trust will pledge to
the Indenture Trustee, pursuant to the
Indenture, Initial Contracts with an
aggregate principal balance of
$119,775,316.91 as of November 11, 1998, (the
"INITIAL CUTOFF DATE"). Following the
Closing Date, pursuant to the Agreement, the
Trust Depositor will be obligated, subject
only to the availability thereof, to sell,
and the Trust will be obligated to purchase
and pledge subject to the satisfaction of
certain conditions set forth therein,
Subsequent Contracts from time to time during
the Funding Period (as defined below) having
an aggregate principal balance equal to
$40,224,683.09, such amount being equal to
the amount on deposit in the Pre-Funding
Account established under the Indenture on
the Closing Date. With respect to each
transfer of Subsequent Contracts to the Trust
and the simultaneous pledge of Subsequent
Contracts to the Indenture Trustee, the Trust
Depositor will designate as a cutoff date
(each a "SUBSEQUENT CUTOFF DATE") the date as
of which such Subsequent Contracts are deemed
sold to the Trust and pledged to the
Indenture Trustee. Each date on which
Subsequent Contracts are conveyed and pledged
is referred to herein as a "SUBSEQUENT
TRANSFER DATE."

The Initial Contracts and the Subsequent
Contracts will be selected from
retailMotorcycle installment sales contracts
in the Trust Depositor's portfolio based on
the criteria specified in the Transfer and
Sale Agreement. The Contracts arise and will
arise from loans to Obligors located in the
50 states of the United States, the District
of Columbia and the U.S. Territories. As of
the Initial Cutoff Date, the annual
percentage rate of interest on the Initial
Contracts ranges from 8.50% to 22.99% with a
weighted average of approximately 13.03%.
The Initial Contracts had a weighted average
term to scheduled maturity, as of
origination, of approximately 69.89 months,
and a weighted average term to scheduled
maturity, as of the Initial Cutoff Date, of
approximately 68.70 months. The final
scheduled Distribution Date on the Initial
Contract with the latest maturity is no later
than December 2005. No Contract (including
any Subsequent Contract) will have a
scheduled maturity later than March 2006.
The Contracts generally are or will be
prepayable at any time without penalty to the
Obligor. Following the transfer of
Subsequent Contracts to the Trust, the
aggregate characteristics of the entire pool
of Contracts may vary from those of the
Initial Contracts as to the criteria
identified and described in "THE CONTRACTS"
herein.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

B. The Reserve Fund. . The Securityholders will be afforded certain
limited protection, to the extent described
herein, against losses in respect of the
Contracts by the establishment of an account
in the name of the Indenture Trustee for the
benefit of the Securityholders (the "RESERVE
FUND").

The Reserve Fund will be created with an initial
deposit by the Trust Depositor of $598,876.59
(the "RESERVE FUND INITIAL DEPOSIT") on the
Closing Date. The funds in the Reserve Fund
will thereafter be supplemented on each
Distribution Date by the deposit of certain
Excess Amounts and Subsequent Reserve Fund
Amounts (as defined herein) (such Excess
Amounts and Subsequent Reserve Fund Amounts,
together with the Reserve Fund Initial
Deposit and the Certificate Reserve Amount
(as defined herein), the "RESERVE FUND
DEPOSITS"), until the amount in the Reserve
Fund reaches the Specified Reserve Fund
Balance (as defined herein). "EXCESS
AMOUNTS" in respect of a Distribution Date
will equal the funds on deposit in the
Collection Account in respect of such
Distribution Date, after giving effect to all
distributions required to be made on such
Distribution Date from Available Monies (as
defined herein). The "SUBSEQUENT RESERVE
FUND AMOUNT" will equal the amount on each
Subsequent Transfer Date equal to .50% of the
aggregate balance of the Subsequent Contracts
conveyed to the Trust. On each Distribution
Date, funds will be withdrawn from the
Reserve Fund, up to the Available Amount (as
hereinafter defined), for distribution to
Securityholders to cover any shortfalls in
interest and principal required to be paid on
the Securities.

The "SPECIFIED RESERVE FUND BALANCE" will equal
the greater of (a) the sum of (i) 2.50%
of the Principal Balance of the Contracts in
the Trust as of the first day of the
immediately preceding Due Period and (ii) the
Certificate Reserve Amount; PROVIDED,
HOWEVER, that if certain trigger events occur
(as more specifically described in the
Prospectus Supplement), the Specified Reserve
Fund Balance will be equal to the sum of (i)
6.00% of the Principal Balance of the
Contracts in the Trust as of the first day of
the immediately preceding Due Period and (ii)
the Certificate Reserve Amount and (b) the
sum of (i) 1.00% of the aggregate of the
Initial Class A-1 Note Balance, Initial Class
A-2 Note Balance and Initial Certificate
Balance and (ii) the Certificate Reserve
Amount; PROVIDED, HOWEVER, in no event shall
the Specified Reserve Fund Balance be greater
than the aggregate outstanding principal
balance of the Securities.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

In addition to the Reserve Fund Initial Deposit,
the Trust Depositor will deposit $538,988.93,
(the "INITIAL CERTIFICATE RESERVE AMOUNT"),
into the Reserve Fund on the Closing Date.
On each Subsequent Transfer Date, the Trust
Depositor will deposit into the Reserve Fund
an amount equal to .45% of the aggregate
balance of the Subsequent Contracts conveyed
to the Trust on such date (the "SUBSEQUENT
CERTIFICATE RESERVE AMOUNT", and together
with the Initial Certificate Reserve Amount,
the "CERTIFICATE RESERVE AMOUNT"). If funds
in the Reserve Fund (other than the
Certificate Reserve Amount) are applied in
accordance with the last sentence of the
second preceding paragraph and are
insufficient to distribute the interest or
principal due on the Certificates, funds
available from the Certificate Reserve Amount
will be withdrawn from the Reserve Fund and
applied solely to cover any shortfalls of
interest on the Certificates on each
Distribution Date and of interest and
principal on the Certificates on the
Certificate Final Distribution Date. The
Certificate Reserve Amount will not be
available to pay interest or principal on the
Notes. The "AVAILABLE AMOUNT" will equal the
amount of all funds on deposit in the Reserve
Fund less the undistributed balance of the
Certificate Reserve Amount, if any.

On each Distribution Date, after giving
effect to all distributions made on such
Distribution Date, any amounts in the Reserve
Fund that are in excess of the Specified
Reserve Fund Balance will be allocated and
distributed to the Trust Depositor.

C. Pre-Funding
Account . . . . . . During the period (the "FUNDING PERIOD") from and
including the Closing Date until the earliest
of (a) the Distribution Date on which the
amount on deposit in the Pre-Funding Account
is less than $150,000, (b) the date on which
an Event of Termination occurs with respect
to the Servicer under the Agreement, (c) the
date on which certain events of insolvency
occur with respect to the Trust Depositor or
(d) the close of business on the date which
is 90 days from and including the Closing
Date, the Pre-Funding Account will be
maintained as an account in the name of the
Indenture Trustee on behalf of the
Noteholders to secure the Trust Depositor's
obligations under the Agreement, as
applicable, to purchase and transfer
Subsequent Contracts to the Trust and the
Trust's obligations under the Indenture to
pledge Subsequent Contracts to the Indenture
Trustee. The Pre-Funded Amount will
initially equal $40,224,683.09 and, during
the Funding Period, will be reduced by the
amount thereof that the Trust uses to
purchase Subsequent Contracts from the Trust
Depositor and contemporaneously therewith
from the Seller by the Trust Depositor. The
Trust Depositor expects that the Pre-Funded
Amount will be reduced to less than $150,000
by the Distribution Date occurring in
February 1999. Any Pre-Funded Amount
remaining at the end of the Funding Period
will be payable to the Noteholders as
described above in "TERMS OF THE NOTES -
MANDATORY SPECIAL REDEMPTION."

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

D. Interest Reserve
Account . . . . . . The Trust Depositor will establish, and fund with
an initial deposit on the Closing Date, a
separate collateral account in the name of
the Indenture Trustee on behalf of the
Securityholders under the Agreement (the
"INTEREST RESERVE ACCOUNT"), for the purpose
of providing additional funds for payment of
Carrying Charges (as described below) to pay
certain distributions on Distribution Dates
occurring during (and on the first
Distribution Date following the end of) the
Funding Period. In addition to the initial
deposit, all investment earnings with respect
to the Pre-Funding Account are to be
deposited into the Interest Reserve Account
and, pursuant to the Agreement, on each
Distribution Date described above, amounts in
respect of Carrying Charges from such account
will be transferred into the Collection
Account. "CARRYING CHARGES" means (i) the
product of (x) the weighted average of the
Class A-1 Rate, the Class A-2 Rate and the
Pass-Through Rate and (y) the undisbursed
funds (excluding investment earnings) in the
Pre-Funding Account (as of the last day of
the related Due Period, as defined herein)
over (ii) the amount of any investment
earnings on funds in the Pre-Funding Account
which was transferred to the Interest Reserve
Account, as well as interest earnings on
amounts in the Interest Reserve Account.

The Interest Reserve Account will be established
to account for the fact that a portion of the
proceeds obtained from the sale of the Notes
will be initially deposited in the
Pre-Funding Account (as the initial
Pre-Funded Amount) rather than invested in
Contracts, and the monthly investment
earnings on such Pre-Funded Amount (until the
Pre-Funded Amount is used to purchase
Subsequent Contracts) are expected to be less
than the weighted average of the Class A-1
Rate, the Class A-2 Rate and the Pass-Through
Rate with respect to the corresponding
portion of the Class A-1 Principal Balance,
Class A-2 Principal Balance and the
Certificate Balance, as well as the amount
necessary to pay the Trustees' Fees. The
Interest Reserve Account is not designed to
provide any protection against losses on the
Contracts in the Trust. After the Funding
Period, money remaining in the Interest
Reserve Account will be released to the Trust
Depositor.

Optional Purchase. . . . . . The Seller, through the Trust Depositor may, but
will not be obligated to, purchase all of the
Contracts in the Trust, and thereby cause
early retirement of all outstanding
Securities, on any Distribution Date as of
which the Pool Balance has declined to less
than 10% of the Initial Pool Balance (an
"OPTIONAL PURCHASE").

Ratings. . . . . . . . . . . It is a condition of issuance that the Class A-1
Notes and Class A-2 Notes be rated AAA by
Standard & Poor's Ratings Services, A
Division of The McGraw-Hill Companies
("S&P") and Aaa by Moody's Investors Service,
Inc. ("MOODY'S" and, together with S&P, the
"RATING AGENCIES") and the Certificates each
be rated at least BBB by S&P and Baa2 by
Moody's.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

Advances . . . . . . . . . . The Servicer is obligated to advance each month an
amount equal to accrued and unpaid interest
on the Contracts which was delinquent with
respect to the related Due Period (as defined
herein) (each an "ADVANCE"), but only to the
extent that the Servicer believes that the
amount of such Advance will be recoverable
from collections on the Contracts. The
Servicer will be entitled to reimbursement of
outstanding Advances on any Distribution Date
by means of a first priority withdrawal of
Available Monies (as hereinafter defined)
then held in the Collection Account.
Mandatory Repurchase by the
Trust Depositor. . . . . . . Under the Agreement, the Trust Depositor has
agreed, in the event of a breach of certain
representations and warranties made by the
Trust Depositor and contained therein which
materially and adversely affects the Trust's
interest in any Contract and which has not
been cured, to repurchase such Contract
within two business days prior to the first
Determination Date after the Trust Depositor
becomes aware of such breach. "Determination
Date" means the fourth business day following
the conclusion of a Due Period. The Seller is
obligated under the Transfer and Sale
Agreement (which right against the Seller the
Trust Depositor has assigned in such
circumstances to the Trust) to repurchase the
Contracts from the Trust Depositor
contemporaneously with the Trust Depositor's
purchase of the Contracts from the Trust.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

Security Interests and
Other Aspects of the
Contracts. . . . . . . . . . In connection with the establishment of the
Trust as well as the assignment, conveyance
and transfer of Contracts (including
Subsequent Contracts) to the Trust and pledge
to the Indenture Trustee, security interests
in the Motorcycles securing the Contracts
have been (or will be) (i) conveyed and
assigned by the Seller to the Trust
Depositor pursuant to the Transfer and Sale
Agreement (and, in the case of Subsequent
Contracts, the related Subsequent Purchase
Agreement as defined therein and executed
thereunder), (ii) conveyed and assigned by
the Trust Depositor to the Trust pursuant to
the Agreement (and, in the case of Subsequent
Contracts, the related Subsequent Transfer
Agreement as defined herein and executed
thereunder) and (iii) pledged by the Trust
to the Indenture Trustee pursuant to the
Indenture. The Agreement will designate the
Servicer as custodian to maintain possession,
as the Indenture Trustee's agent, of the
Contracts and any other documents relating to
the Motorcycles. Uniform Commercial Code
financing statements will be filed in both
Nevada and Illinois, reflecting the
conveyance and assignment of the Contracts to
the Trust Depositor from the Seller, from the
Trust Depositor to the Trust and the pledge
from the Trust to the Indenture Trustee, and
the Seller's and the Trust Depositor's
accounting records and computer systems will
also reflect such conveyance and assignment
and pledge. To facilitate servicing and save
administrative costs, such documents will not
be segregated from other similar documents
that are in the Servicer's possession.
However, the Contracts will be stamped to
reflect their conveyance and assignment and
pledge. If, however, through fraud,
negligence or otherwise, a subsequent
purchaser were able to take physical
possession of the Contracts without notice of
such conveyance and assignment and pledge,
the Trust's and Indenture Trustee's interest
in the Contracts could be defeated.

In addition, due to administrative burden and
expense, the certificates of title to the
Motorcycles will not be amended or reissued
to reflect the conveyance and assignment of
the Seller's security interest in the
Motorcycles related to the Contracts to the
Trust Depositor and the Trust or the pledge
to the Indenture Trustee. In the absence of
amendments to the certificates of title, the
Trust and Indenture Trustee will not have a
perfected security interest in the
Motorcycles in some states. Further, federal
and state consumer protection laws impose
requirements upon creditors in connection
with extensions of credit and collections on
conditional sales contracts, and certain of
these laws make an assignee of such a
contract liable to the obligor thereon for
any violation of such laws by the lender.
The Trust Depositor has agreed to repurchase
any Contract as to which it has failed to
perfect a security interest in the Motorcycle
securing such Contract, or as to which a
breach of federal or state laws exists if
such breach materially and adversely affects
the Trust's interest in such Contract and if
such failure or breach has not been cured
within 90 days. The Seller has entered into
a corresponding obligation to repurchase such
Contracts from the Trust Depositor under the
Transfer and Sale Agreement and Subsequent
Purchase Agreements.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

Monthly Servicing Fee. . . . The Servicer will be entitled to receive for each
Due Period a monthly servicing fee (the
"MONTHLY SERVICING FEE") equal to 1/12th of
1% of the Principal Balance of the Contracts
as of the beginning of such Due Period. The
Servicer will also be entitled to receive any
extension fees or late payment penalty fees
paid by Obligors (collectively with the
Monthly Servicing Fee, the "SERVICING FEE").
The Servicing Fee is payable prior to any
payments to the Noteholders or the
Certificateholders.

Tax Status . . . . . . . . . In the opinion of Winston & Strawn, federal tax
counsel to the Trust Depositor, for federal
income tax purposes, the Notes will be
characterized as debt, and the Trust will not
be characterized as an association (or a
publicly traded partnership) taxable as a
corporation. Each Noteholder, by the
acceptance of a Note, will agree to treat the
Notes as indebtedness, and each
Certificateholder, by the acceptance of a
Certificate, will agree to treat the Trust as
a partnership in which the Certificateholders
are partners for federal income tax purposes.

ERISA Considerations . . . . Subject to the considerations discussed under
"ERISA CONSIDERATIONS" in the Prospectus
Supplement, the Notes will be eligible for
purchase by employee benefit plans. Any
benefit plan fiduciary considering purchase
of the Notes should, however, consult with
its counsel regarding the consequences of
such purchase under ERISA and the Code.

The Certificates are not eligible for
purchase by (i) employee benefit plans
subject to ERISA, or (ii) individual
retirement accounts and other retirement
plans subject to Section 4975 of the Code.

THE CONTRACTS

Each Contract is (or will be, in the case of Subsequent Contracts)
secured by a Motorcycle and is (or will be) a conditional sales contract
originated by a Harley-Davidson dealer and purchased by the Trust Depositor.
No Contract may be substituted by the Seller or the Trust Depositor with
another Motorcycle contract after such Contract has been sold by the Trust
Depositor to the Trust.

Each Contract (a) is (or will be) secured by a Motorcycle, (b) has (or
will have) a fixed annual percentage rate and provide for, if timely made,
payments of principal and interest which fully amortize the loan on a simple
interest basis over its term, (c) with respect to the Initial Contracts, has
its last scheduled payment due no later than December 2005, and with respect
to the Contracts as a whole (including any Subsequent Contracts conveyed to
the Trust after the Closing Date), will have a last scheduled payment due no
later than March 2006, and (d) with respect to the Initial Contracts, has its
first scheduled payment due no later than January 1999. The Contracts were
(or will be) acquired by the Trust Depositor in the ordinary course of the
Trust Depositor's business. (For general composition of the Initial
Contracts see Table 1 below). Approximately 66.39% of the Principal Balance
of the Initial Contracts as of the Initial Cutoff Date is attributable to
loans to purchase Motorcycles which were new and approximately 33.61% is
attributable to loans to purchase Motorcycles which were used at the time the
related Contract was originated. All Initial Contracts have a contractual
rate of interest of at least 8.50% per annum and not more than 22.99% per
annum and the weighted average contractual rate of interest of the Initial
Contracts as of the Initial Cutoff Date is approximately 13.03% per annum
(see Table 2 below). Eaglemark applies a tiered system of interest rates to
reflect varying degrees of risk assigned to different credit underwriting
categories. The Initial Contracts have remaining maturities as of the
Initial Cutoff Date of at least 4 months but not more than 84 months and
original maturities of at least 12 months but not more than 84 months. The
Initial Contracts had a weighted average term to scheduled maturity, as of
origination, of approximately 69.89 months, and a weighted average term to
scheduled maturity as of the Initial Cutoff Date of approximately 68.70

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

months (see Tables 3 and 4 below). The average principal balance per Initial
Contract as of the Initial Cutoff Date was approximately $12,420.96 and the
principal balances on the Initial Contracts as of the Initial Cutoff Date
ranged from $726.55 to $31,682.58 (see Table 5 below). The Contracts arise
(or will arise) from loans to Obligors located in 50 states, the District of
Columbia and the U.S. Territories and with respect to the Initial Contracts,
constitute the following approximate amounts expressed as a percentage of the
aggregate principal balances on the Initial Contracts as of the Initial
Cutoff Date: 11.67% in California, 9.03% in Texas, 7.92% in Florida and 5.67%
in Pennsylvania (see Table 6 below). No other state represented more than
4.04% of the Initial Contracts.

Except for certain criteria specified in the preceding paragraph, there
will be no required characteristics of the Subsequent Contracts. Therefore,
following the transfer of the Subsequent Contracts to the Trust, the
aggregate characteristics of the entire pool of the Contracts, including the
composition of the Contracts, the distribution by weighted average annual
percentage rate of the Contracts, the distribution by calculated remaining
term of the Contracts, the distribution by original term to maturity of the
Contracts, the distribution by current balance of the Contracts, and the
geographic distribution of the Contracts, described in the following tables,
may vary from those of the Initial Contracts as of the Initial Cutoff Date.

TABLE 1

COMPOSITION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

<TABLE>
<CAPTION>
<S> <C>
Aggregate Principal Balance. . . . . . . . . . . . . . . . $119,775,316.91
Number of Contracts. . . . . . . . . . . . . . . . . . . . 9,643
Average Principal Balance. . . . . . . . . . . . . . . . . $12,420.96
Weighted Average Annual Percentage
Rate ("APR"). . . . . . . . . . . . . . . . . . . . . 13.03%
(Range) . . . . . . . . . . . . . . . . . . . . . . . 8.50% - 22.99%
Weighted Average Original Term (in months) . . . . . . . . 69.89
(Range) . . . . . . . . . . . . . . . . . . . . . . . 12 to 84
Weighted Average Calculated Remaining Term (in months) . . 68.70
(Range) . . . . . . . . . . . . . . . . . . . . . . . 4 to 84
</TABLE>

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

TABLE 2

DISTRIBUTION BY APR OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
RATE CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
------ ---------- ------------ ----------------- ---------------
<S> <C> <C> <C> <C>
8.500-9.000% 164 1.70 $2,173,571.62 1.81
9.001-10.000 601 6.23 8,592,292.72 7.17
10.001-11.000 969 10.05 13,404,995.61 11.19
11.001-12.000 1,546 16.03 19,773,567.35 16.51
12.001-13.000 2,556 26.51 31,991,624.69 26.71
13.001-14.000 1,765 18.30 20,500,188.48 17.12
14.001-15.000 938 9.73 10,835,322.07 9.05
15.001-16.000 398 4.13 4,421,046.50 3.69
16.001-17.000 91 0.94 1,057,475.88 0.88
17.001-18.000 188 1.95 2,169,462.36 1.81
18.001-19.000 44 0.46 561,796.41 0.47
19.001-20.000 188 1.95 2,150,519.89 1.80
20.001-21.000 72 0.75 732,455.93 0.61
21.001-22.000 122 1.27 1,395,832.58 1.17
22.001-22.990 1 0.01 15,164.82 0.01
----- ------- --------------- ------
Totals: 9,643 100.00% $119,775,316.91 100.00%
</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

TABLE 3

DISTRIBUTION BY CALCULATED REMAINING TERM
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

PERCENT OF
CALCULATED REMAINING NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
TERM (MONTHS) CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
- -------------------- ---------- ------------ ----------------- ---------------
<S> <C> <C> <C> <C>
0 - 12 24 0.25 $87,194.33 0.07
13 - 24 139 1.44 847,034.99 0.71
25 - 36 281 2.91 2,087,348.50 1.74
37 - 48 527 5.47 4,804,835.87 4.01
49 - 60 1,977 20.50 21,192,825.30 17.69
61 - 72 5,659 58.69 72,773,320.36 60.76
73 - 84 1,036 10.74 17,982,757.56 15.01
---------- ------ --------------- -------
TOTALS: 9,643 100.00% $119,775,316.91 100.00%
</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

TABLE 4
DISTRIBUTION BY ORIGINAL TERM TO MATURITY
OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)
<TABLE>
<CAPTION>

PERCENT OF
ORIGINAL NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
TERM (MONTHS) CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
- -------------------- ---------- ------------ ----------------- ---------------
<S> <C> <C> <C> <C>
0 - 12 8 0.08 $49,699.30 0.04
13 - 24 111 1.15 727,119.56 0.61
25 - 36 258 2.68 1,929,281.49 1.61
37 - 48 506 5.25 4,582,415.27 3.83
49 - 60 1,959 20.32 20,803,372.82 17.37
61 - 72 5,696 59.07 72,896,061.95 60.86
73 - 84 1,105 11.46 18,787,366.52 15.69
------- ------- --------------- -------
TOTALS: 9,643 100.00% $119,775,316.91 100.00%
</TABLE>

(1)Percentages may not add to 100.00% because of rounding.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.
<PAGE>

TABLE 5
DISTRIBUTION BY CURRENT BALANCE OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING PERCENT OF POOL
CURRENT BALANCE CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
- --------------- --------- ------------- ----------------- ---------------
<S> <C> <C> <C> <C>
$ 0.01 - 1,000.00 1 0.01 $726.55 0.00
$1,000.01 - 2,000.00 30 0.31 52,357.99 0.04
$2,000.01 - 3,000.00 64 0.66 168,150.25 0.14
$3,000.01 - 4,000.00 125 1.30 452,023.45 0.38
$4,000.01 - 5,000.00 221 2.29 1,005,851.07 0.84
$5,000.01 - 6,000.00 345 3.58 1,916,964.94 1.60
$6,000.01 - 7,000.00 575 5.96 3,755,647.60 3.14
$7,000.01 - 8,000.00 619 6.42 4,662,022.14 3.89
$8,000.01 - 9,000.00 680 7.05 5,800,933.74 4.84
$9,000.01 - 10,000.00 721 7.48 6,881,724.73 5.75
$10,000.01 - 11,000.00 545 5.65 5,721,517.22 4.78
$11,000.01 - 12,000.00 529 5.49 6,099,028.83 5.09
$12,000.01 - 13,000.00 562 5.83 7,034,175.41 5.87
$13,000.01 - 14,000.00 689 7.15 9,307,046.83 7.77
$14,000.01 - 15,000.00 735 7.62 10,712,886.59 8.94
$15,000.01 - 16,000.00 796 8.25 12,340,894.94 10.30
$16,000.01 - 17,000.00 779 8.08 12,847,915.79 10.73
$17,000.01 - 18,000.00 572 5.93 10,012,470.73 8.36
$18,000.01 - 19,000.00 416 4.31 7,684,948.83 6.42
$19,000.01 - 20,000.00 258 2.68 5,032,872.45 4.20
$20,000.01 - 21,000.00 166 1.72 3,396,616.01 2.84
$21,000.01 - 22,000.00 92 0.95 1,970,367.47 1.65
$22,000.01 - 23,000.00 57 0.59 1,280,854.47 1.07
$23,000.01 - 24,000.00 28 0.29 654,651.71 0.55
$24,000.01 - 25,000.00 11 0.11 271,223.69 0.23
$25,000.01 - 26,000.00 14 0.15 356,818.96 0.30
$26,000.01 - 27,000.00 9 0.09 238,870.96 0.20
$27,000.01 - 28,000.00 2 0.02 54,776.28 0.05
$29,000.01 - 30,000.00 1 0.01 29,294.70 0.02
$31,000.01 - 32,000.00 1 0.01 31,682.58 0.03
----- ------- --------------- -------
TOTALS: 9,643 100.00% $119,775,316.91 100.00%
</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(AS OF THE INITIAL CUTOFF DATE)

<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING POOL
STATE CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
- ----- --------- ------------- ----------------- -----------
<S> <C> <C> <C> <C>
ALABAMA 138 1.43% $1,809,271.28 1.51%
ALASKA 29 0.30 337,440.76 0.28
ARIZONA 293 3.04 4,260,127.06 3.56
ARKANSAS 40 0.41 529,405.59 0.44
CALIFORNIA 1,107 11.48 13,978,977.71 11.67
COLORADO 155 1.61 2,001,689.04 1.67
CONNECTICUT 177 1.84 2,029,276.73 1.69
DELAWARE 42 0.44 506,831.45 0.42
DISTRICT OF COLUMBIA 3 0.03 48,931.20 0.04
FLORIDA 728 7.55 9,487,711.03 7.92
GEORGIA 214 2.22 2,882,581.58 2.41
HAWAII 75 0.78 922,854.08 0.77
IDAHO 9 0.09 102,594.10 0.09
ILLINOIS 384 3.98 4,596,273.28 3.84
INDIANA 189 1.96 2,382,919.67 1.99
IOWA 87 0.90 1,082,072.51 0.90
KANSAS 79 0.82 941,603.80 0.79
KENTUCKY 103 1.07 1,215,635.61 1.01
LOUISANA 88 0.91 1,112,526.12 0.93
MAINE 25 0.26 281,924.63 0.24
MARYLAND 267 2.77 3,189,582.37 2.66
MASSACHUSETTS 188 1.95 2,089,000.61 1.74
MICHIGAN 179 1.86 2,343,257.73 1.96
MINNESOTA 84 0.87 1,013,926.81 0.85
MISSISSIPPI 22 0.23 278,653.20 0.23
MISSOURI 108 1.12 1,264,156.08 1.06
MONTANA 42 0.44 479,857.42 0.40
NEBRASKA 36 0.37 416,338.20 0.35
NEVADA 151 1.57 1,947,025.20 1.63
NEW HAMPSHIRE 92 0.95 1,084,601.78 0.91
NEW JERSEY 365 3.79 4,114,318.08 3.44
NEW MEXICO 134 1.39 1,805,265.76 1.51
</TABLE>

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

TABLE 6
GEOGRAPHIC DISTRIBUTION OF THE INITIAL CONTRACTS
(CONTINUED)

<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
NUMBER OF NUMBER OF TOTAL OUTSTANDING POOL
STATE CONTRACTS CONTRACTS(1) PRINCIPAL BALANCE BALANCE(1)
- ----- --------- ------------- ----------------- -----------
<S> <C> <C> <C> <C>
NEW YORK 297 3.08% $3,386,950.53 2.83%
NORTH CAROLINA 379 3.93 4,557,843.93 3.81
NORTH DAKOTA 12 0.12 147,441.12 0.12
OHIO 431 4.47 4,833,485.56 4.04
OKLAHOMA 106 1.10 1,377,735.61 1.15
OREGON 143 1.48 1,716,218.37 1.43
PENNSYLVANIA 602 6.24 6,788,188.83 5.67
RHODE ISLAND 24 0.25 280,574.35 0.23
SOUTH CAROLINA 138 1.43 1,743,406.63 1.46
SOUTH DAKOTA 19 0.20 204,475.02 0.17
TENNESSEE 207 2.15 2,788,010.38 2.33
TEXAS 790 8.19 10,812,393.12 9.03
UTAH 38 0.39 431,168.69 0.36
VERMONT 8 0.08 110,168.61 0.09
VIRGINIA 283 2.93 3,360,591.72 2.81
WASHINGTON 301 3.12 3,924,025.13 3.28
WEST VIRGINIA 41 0.43 474,309.69 0.40
WISCONSIN 171 1.77 2,065,980.84 1.72
WYOMING 19 0.20 232,717.00 0.19
OTHER 1 0.01 3,001.31 0.00
----- ------- --------------- -------
TOTALS: 9,643 100.00% $119,775,316.91 100.00%
</TABLE>

(1) Percentages may not add to 100.00% because of rounding.

This page must be accompanied by the disclaimer on the cover page of these
materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.

<PAGE>

DELINQUENCY, LOAN LOSS AND REPOSSESSION INFORMATION

The following tables set forth the delinquency experience and loan loss
and repossession experience of the Seller's portfolio of conditional sales
contracts for Motorcycles. These figures include data in respect of
contracts which the Seller has previously sold with respect to prior
securitizations and for which the Seller acts as servicer.

<TABLE>
<CAPTION>
DELINQUENCY EXPERIENCE(1)/
(DOLLARS IN THOUSANDS)
AT
_____________________________________________________________________________

DECEMBER 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1995 1996 1997 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NUMBER OF
CONTRACTS AND
ASSOCIATED
OUTSTANDING
PRINCIPAL DOLLAR
BALANCES . . . . . 20,590 $184,054.0 32,574 $303,682.4 45,258 $434,890.7 43,679 $421,433.7 56,434 $553,838.3

PERIOD OF
DELINQUENCY AND
ASSOCIATED
OUTSTANDING
PRINCIPAL
BALANCES(2)/
30-59 DAYS . . . . 477 $4,043.3 904 $8,002.9 1,264 $11,454.6 1,538 $13,982.8 1,295 $11,679.5
60-89 DAYS . . . . 157 $1,298.7 374 $3,170.7 559 $ 5,112.1 595 $ 5,339.1 318 $ 2,935.1
90 DAYS OR MORE. . 140 $1,120.2 213 $1,880.6 269 $ 2,196.5 406 $ 3,471.2 99 $853.9

TOTAL NUMBER OF
DELINQUENT
CONTRACTS. . . . . 774 1,491 2,092 2,539 1,712

DELINQUENT
CONTRACTS AS A % OF
TOTAL NUMBER OF
CONTRACTS. . . . . 3.76% 4.58% 4.62% 5.81% 3.03%

</TABLE>
21

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
1995 1996 1997 1997 1998
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AGGREGATE PRINCIPAL
BALANCE OF
DELINQUENT
CONTRACTS. . . . . $6,462.2 $13,054.2 $18,763.2 $22,793.1 $15,468.5

AGGREGATE PRINCIPAL
BALANCE OF
DELINQUENT
CONTRACTS AS A
PERCENTAGE OF THE
AGGREGATE
OUTSTANDING
PRINCIPAL BALANCE OF
CONTRACTS. . . . . 3.51% 4.30% 4.31% 5.41% 2.79%

</TABLE>
(1) Excludes Contracts already in repossession, which Contracts the Servicer
does not consider outstanding.

(2) The period of delinquency is based on the number of days payments are
contractually past due (assuming 30-day months). Consequently, a
Contract due on the first day of a month is not 30 days delinquent until
the first day of the next month. Obligors do not receive initial
statements until 60 days after the origination of their Contracts;
therefore, the Obligors' associated nonpayment is not considered for
delinquency experience until after the end of such 60-day period.

<TABLE>
<CAPTION>
LOAN LOSS/REPOSSESSION EXPERIENCE
(DOLLARS IN THOUSANDS)

TWELVE TWELVE TWELVE NINE NINE
MONTHS MONTHS MONTHS MONTHS MONTHS
ENDED ENDED ENDED ENDED ENDED
DECEMBER DECEMBER DECEMBER SEPTEMBER SEPTEMBER
31, 31, 31, 30, 30,
1995 1996 1997 1997 1998
---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
PRINCIPAL BALANCE OF
ALL CONTRACTS
SERVICED(1)/. . . . . . $184,548.7 $304,730.9 $436,771.0 $422,265.3 $555,597.4

CONTRACT
LIQUIDATIONS(2)/. . . . 0.76% 0.74% 1.42% 1.33% 1.47%

NET LOSSES:
DOLLARS(3)/. . . . . . $866.4 $1,639.5 $3,781.1 $2,327.7 $2,770.0

PERCENTAGE(4)/. . . . . 0.47% 0.54% 0.87% 0.73% 0.66%
</TABLE>

(1) As of period end. Includes Contracts already in repossession.
(2) As a percentage of the total number of Contracts being serviced as of
period end, calculated on an annualized basis.
(3) The calculation of net loss includes actual charge-offs, deficiency
balances remaining after liquidation of repossessed vehicles and expenses
of repossession and liquidation, net of recoveries.
(4) As a percentage of the principal amount of Contracts being serviced as of
period end, calculated on an annualized basis.

THE DATA PRESENTED IN THE FOREGOING TABLES ARE FOR ILLUSTRATIVE PURPOSES ONLY
AND THERE IS NO ASSURANCE THAT THE DELINQUENCY, LOAN LOSS OR REPOSSESSION
EXPERIENCE OF THE CONTRACTS WILL BE SIMILAR TO THAT SET FORTH ABOVE.

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materials. If you did not receive such a disclaimer please contact your
Salomon Smith Barney Financial Advisor immediately.