- -------------------------------------------------------------------------------
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) May 12, 1998
WMC SECURED ASSETS CORP. (as company under the Pooling and Servicing Agreement,
dated as of June 1, 1998, providing for the issuance of Mortgage Pass-Through
Certificates, Series 1998-A)
WMC SECURED ASSETS CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
UNITED STATES 333-41173 95-4683489
- ---------------------------- ----------- ----------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
6320 Canoga Avenue
Woodland Hills, California 91367
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 592-2610
- -------------------------------------------------------------------------------
<PAGE>
-2-
Item 5. OTHER EVENTS.
On or about June 5, 1998 (the "Closing Date"), the Registrant
intends to cause the issuance and sale of approximately $800,000,000
initial principal amount of Mortgage Pass-Through Certificates, Series
1998-A, Class A, Class M-1, Class M-2, Class B, Class C, Class R-I and
Class R-II (collectively, the "Certificates") pursuant to a Pooling and
Servicing Agreement to be dated as of June 1, 1998, by and between the
Registrant, as company, WMC Mortgage Corp., as master servicer, and The
First National Bank of Chicago, as trustee.
In connection with the sale of Mortgage Pass-Through
Certificates, Series 1998-A, Class A, Class M-1, Class M-2 and Class B
(collectively, the "Underwritten Certificates"), the Registrant has
been advised by NationsBanc Montgomery Securities LLC, Bear Stearns &
Co. Inc., Lehman Brothers Inc. and Credit Suisse First Boston
Corporation (together, the "Underwriters") that the Underwriters have
furnished to prospective investors a collateral term sheet (the
"Collateral Term Sheet") which sets forth certain of the
characteristics of a portion of the pool of mortgage loans which will
constitute the Trust Fund from which distributions are to be made to
the holders of the Underwritten Certificates. The Collateral Term Sheet
also advises prospective investors that the information contained
therein is solely based upon those mortgage loans identified as of the
date of such Collateral Term Sheet as comprising the Trust Fund.
However, certain of such mortgage loans may not be included in the
final pool of mortgage loans and additional mortgage loans will be
transferred to the Trust Fund on the Closing Date or within 90 days
thereafter. No information has been provided in the Collateral Term
Sheet with respect to such additional mortgage loans. The Collateral
Term Sheet with respect to the Underwritten Certificates following the
effective date of Registration Statement No.
333-41173 is being filed as an exhibit to this report.
The information in the Collateral Term Sheet will be
superseded by the Prospectus Supplement relating to the Certificates
and by any other information subsequently filed with the Securities and
Exchange Commission.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
<PAGE>
-3-
(c) EXHIBITS
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
- ----------- ----------- -----------
1 99 Collateral Term Sheet
<PAGE>
-4-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
WMC SECURED ASSETS CORP
By:/s/ Todd Wallace
-------------------------------------
Name: Todd Wallace
Title: Vice President, Treasurer and
Director
Dated: May 14, 1998
<PAGE>
-5-
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
1 Collateral Term Sheet 6
<PAGE>
-6-
EXHIBIT 1
[GRAPHIC OMITTED]
NATIONSBANC MONTGOMERY SECURITIES LLC
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET
WMC MORTGAGE CORP. AS SELLER AND SERVICER
$578,621,726 (APPROXIMATE)
MAY 11, 1998
- --------------------------------------------------------------------------------
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction. 5/14/98
<PAGE>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
SUMMARY OF TERMS
SERVICER: WMC Mortgage Corp.
CUT-OFF DATE: June 1, 1998
EXPECTED
SETTLEMENT: June [5], 1998
MORTGAGE LOANS: 5,477 conventional, fully-amortizing, first
lien, adjustable rate closed end, one- to four-family
residential mortgage loans, with remaining terms to
maturity ranging from approximately 177 months to 360
months.
CONTACT: NationsBanc Montgomery Securities LLC
Mortgage Finance
Dan Stercay
(1) 386-8686
ALL TABLES ARE BASED ON INITIAL MORTGAGE LOANS. IT IS ANTICIPATED THAT
APPROXIMATELY $100,000,000 OF ADDITIONAL MORTGAGE LOANS WILL BE DELIVERED PRIOR
TO THE SETTLEMENT DATE AND REFLECTED IN THE PROSPECTUS SUPPLEMENT. IN ADDITION,
IT IS ANTICIPATED THAT APPROXIMATELY $120,000,000 OF MORTGAGE LOANS WILL BE
DELIVERED WITHIN ONE MONTH AFTER THE SETTLEMENT DATE AND PRE-FUNDED.
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
THIS STRUCTURAL TERM SHEET, COLLATERAL TERM SHEET, OR COMPUTATIONAL MATERIALS,
AS APPROPRIATE (THE "MATERIAL"), IS FOR YOUR PRIVATE INFORMATION AND NATIONSBANC
MONTGOMERY SECURITIES LLC (THE "UNDERWRITER") IS NOT SOLICITING ANY ACTION BASED
UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION
THAT THE UNDERWRITER CONSIDERS RELIABLE, BUT THE UNDERWRITER DOES NOT REPRESENT
THAT IT IS ACCURATE OR COMPLETE AND IT SHOULD NOT BE RELIED UPON AS SUCH. BY
ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR
PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS
MATERIAL MAY PERTAIN TO SECURITIES THAT ULTIMATELY ARE NOT SOLD. THE INFORMATION
CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET
CONDITIONS AND OTHER MATTERS AS REFLECTED HEREIN. THE UNDERWRITER MAKES NO
REPRESENTATION REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE
LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET
CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH
PURPOSES. THE UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND
EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS
MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND
SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING
OPTIONS). THIS MATERIAL MAY BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE "SEC") AND INCORPORATED BY REFERENCE INTO AN EFFECTIVE REGISTRATION
STATEMENT PREVIOUSLY FILED WITH THE SEC UNDER RULE 415 OF THE SECURITIES ACT OF
1933, INCLUDING ALL CASES WHERE THE MATERIAL DOES NOT PERTAIN TO SECURITIES THAT
ARE ULTIMATELY OFFERED FOR SALE PURSUANT TO SUCH REGISTRATION STATEMENT.
INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON
THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH
ASSETS. ANY INFORMATION IN THE MATERIAL, WHETHER REGARDING THE ASSETS BACKING
ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE
INFORMATION CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD
TO YOU. THIS MATERIAL IS FURNISHED SOLELY BY THE UNDERWRITER AND NOT BY THE
ISSUER OF THE SECURITIES. THE ISSUER OF THE SECURITIES HAS NOT PREPARED,
REVIEWED OR PARTICIPATED IN THE PREPARATION OF THIS MATERIAL, IS NOT RESPONSIBLE
FOR THE ACCURACY OF THIS MATERIAL AND HAS NOT AUTHORIZED THE DISSEMINATION OF
THIS MATERIAL. THE UNDERWRITER IS ACTING AS UNDERWRITER AND NOT ACTING AS AGENT
FOR THE ISSUER IN CONNECTION WITH THE PROPOSED TRANSACTION.
5/14/98
<PAGE>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
<TABLE>
<CAPTION>
DESCRIPTION OF THE COLLATERAL
SUMMARY
TOTAL MINIMUM MAXIMUM
----- ------- -------
<S> <C> <C> <C>
CUT-OFF DATE AGGREGATE PRINCIPAL BALANCE $578,621,725.65
NUMBER OF LOANS 5,477
AVERAGE ORIGINAL LOAN BALANCE $ 105,782.85 $ $
15,400.00 750,000.00
AVERAGE CUT-OFF LOAN BALANCE $ $ $
105,645.74 15,385.58 747,810.75
WEIGHTED AVERAGE ORIGINAL LTV 77.68% 10.00% 90.02%
WEIGHTED AVERAGE GROSS COUPON 9.89% 5.75% 14.25%
WEIGHTED AVERAGE REMAINING TERM TO MATURITY 357.60 177 360
(MONTHS)
WEIGHTED AVERAGE ORIGINAL TERM (MONTHS) 359.71 180 360
WEIGHTED AVERAGE GROSS MARGIN 6.72% 2.25%* 8.50%
WEIGHTED AVERAGE GROSS LIFETIME CAP 16.39% 12.25%* 23.25%
WEIGHTED AVERAGE GROSS LIFETIME FLOOR 9.89% 5.75% 14.25%
WEIGHTED AVERAGE PERIODIC CAP 1.00% 1.00% 1.00%
WEIGHTED AVERAGE FIRST ADJUSTMENT CAP 2.65% 1.00% 3.00%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PERCENT OF
CUT-OFF DATE
RANGE PRINCIPAL BALANCE
----- -----------------
LEVEL PAY MORTGAGE LOANS 100.00%
INDEX TYPE 6 MONTH LIBOR 100.00%
LIEN POSITION FIRST 100.00%
CREDIT GRADE A 0.16%
A- 56.05%
B 29.11%
C 10.81%
D 3.87%
- --------------------------------------------------------------------------------
*WEIGHTED AVERAGE GROSS MARGINS MINIMUMS AND WEIGHTED AVERAGE GROSS LIFETIME CAP
MINIMUMS DO NOT INCLUDE ZERO PERCENTS.
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.
5/14/98
<PAGE>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
DESCRIPTION OF THE COLLATERAL
CUT-OFF DATE PRINCIPAL BALANCE
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
RANGE OF CUT-OFF DATE NUMBER OF DATE SCHEDULED SCHEDULED
PRINCIPAL BALANCES MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
<S> <C> <C> <C>
LESS THAN 20,000.01 38 $712,488.74 0.12%
20,000.01 - 30,000.00 263 6,792,233.13 1.17%
30,000.01 - 40,000.00 437 15,502,638.90 2.68%
40,000.01 - 50,000.00 492 22,232,157.92 3.84%
50,000.01 - 60,000.00 558 30,937,706.52 5.35%
60,000.01 - 70,000.00 486 31,684,132.70 5.48%
70,000.01 - 80,000.00 434 32,476,555.81 5.61%
80,000.01 - 90,000.00 366 31,194,907.43 5.39%
90,000.01 - 100,000.00 329 31,336,138.80 5.42%
100,000.01 - 110,000.00 304 31,885,361.47 5.51%
110,000.01 - 120,000.00 286 32,967,210.31 5.70%
120,000.01 - 130,000.00 203 25,408,765.34 4.39%
130,000.01 - 140,000.00 169 22,751,637.56 3.93%
140,000.01 - 150,000.00 134 19,494,404.62 3.37%
150,000.01 - 160,000.00 112 17,405,721.57 3.01%
160,000.01 - 170,000.00 106 17,466,711.01 3.02%
170,000.01 - 180,000.00 83 14,589,963.04 2.52%
180,000.01 - 190,000.00 68 12,599,216.87 2.18%
190,000.01 - 200,000.00 77 15,082,903.39 2.61%
200,000.01 - 250,000.00 179 39,775,114.39 6.87%
250,000.01 - 300,000.00 119 32,400,115.42 5.60%
300,000.01 - 350,000.00 82 26,758,229.10 4.62%
350,000.01 - 400,000.00 54 20,417,664.30 3.53%
400,000.01 AND ABOVE 98 46,749,747.31 8.08%
-- ------------- -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.
5/14/98
<PAGE>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
<TABLE>
<CAPTION>
DESCRIPTION OF THE COLLATERAL
ORIGINAL LOAN- TO-VALUE RATIO
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
RANGE OF ORIGINAL NUMBER OF DATE SCHEDULED SCHEDULED
LOAN- TO-VALUE RATIOS MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
--------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
LESS THAN 30.01% 19 $1,075,156.95 0.19%
30.01% - 40.00% 36 2,832,648.10 0.49%
40.01% - 50.00% 74 5,697,957.15 0.98%
50.01% - 60.00% 214 19,252,555.50 3.33%
60.01% - 65.00% 489 40,420,885.12 6.99%
65.01% - 70.00% 574 57,143,148.43 9.88%
70.01% - 75.00% 1,137 108,577,968.17 18.76%
75.01% - 80.00% 1,477 161,445,836.20 27.90%
80.01% - 85.00% 800 88,117,230.93 15.23%
85.01% - 90.00% 655 93,672,685.77 16.19%
90.01% - 95.00% 2 385,653.33 0.07%
- ------------ -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
PROPERTY TYPE
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
NUMBER OF DATE SCHEDULED SCHEDULED
PROPERTY TYPE MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
2-4 F 59 $7,726,145.66 1.34%
CONDO 199 17,257,956.60 2.98%
DUPLEX 274 25,522,317.57 4.41%
PUD (PROJECT) 35 3,866,983.59 0.67%
PUD (SFR) 281 43,922,258.66 7.59%
SFD 4,566 473,085,879.75 81.76%
TRIPLEX 62 7,136,273.33 1.23%
UNKNOWN 1 103,910.49 0.02%
- ------------- -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.
5/14/98
<PAGE>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
DESCRIPTION OF THE COLLATERAL
PRODUCT TYPE
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
NUMBER OF DATE SCHEDULED SCHEDULED
PRODUCT TYPE MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
------------ -------------- ----------------- -----------------
<S> <C> <C> <C>
2/28 ARM 4,231 $431,501,227.33 74.57%
3/27 ARM 312 37,307,961.11 6.45%
5/25 ARM 60 8,210,930.80 1.42%
6 M ARM 874 101,601,606.41 17.56%
--- -------------- ------
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
REMAINING TERM TO MATURITY
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
REMAINING TERM TO NUMBER OF DATE SCHEDULED SCHEDULE
MATURITY (MONTHS) MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
----------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
0 - 180 10 $923,318.11 0.16%
241 - 360 5,467 577,698,407.54 99.84%
----- -------------- ------
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
OCCUPANCY
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
NUMBER OF DATE SCHEDULED SCHEDULED
OCCUPANCY MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
--------- -------------- ----------------- -----------------
<S> <C> <C> <C>
INVESTMENT 426 $31,374,461.81 5.42%
PRIMARY 5,023 543,525,928.63 93.93%
SECOND 28 3,721,335.21 0.64%
-- --------------- -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.
5/14/98
<PAGE>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
DESCRIPTION OF THE COLLATERAL
DOCUMENTATION
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
NUMBER OF DATE SCHEDULED SCHEDULED
DOCUMENTATION MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
FULL 3,646 $375,474,122.58 64.89%
FULL/ALT 170 23,618,960.77 4.08%
LITE 113 14,681,347.23 2.54%
NO DOC 19 2,080,159.47 0.36%
SIMPLE 65 399 24,504,076.06 4.23%
STATED 1,130 138,263,059.54 23.90%
----- ---------------- ------
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
STATE OR TERRITORY CONCENTRATION
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
NUMBER OF DATE SCHEDULED SCHEDULED
STATE OR TERRITORY MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
------------------ -------------- ----------------- -----------------
<S> <C> <C> <C>
CALIFORNIA 770 $142,000,459.61 24.54%
WASHINGTON 293 36,497,021.40 6.31%
MINNESOTA 405 35,190,370.48 6.08%
ILLINOIS 304 29,268,534.76 5.06%
TEXAS 337 29,115,412.36 5.03%
ARIZONA 217 23,925,852.15 4.13%
COLORADO 199 22,575,265.90 3.90%
OREGON 183 20,791,817.43 3.59%
NEVADA 153 18,932,502.23 3.27%
NEW JERSEY 128 17,083,920.87 2.95%
NEW YORK 119 15,563,867.97 2.69%
MISSOURI 238 14,453,559.51 2.50%
FLORIDA 156 11,783,508.48 2.04%
OTHER 1,975 161,439,632.50 27.90%
----- -------------- ------
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
DESCRIPTION OF THE COLLATERAL
RANGE OF MORTGAGE INTEREST RATES
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
RANGE OF MORTGAGE NUMBER OF DATE SCHEDULED SCHEDULED
INTEREST RATES MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
-------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
LESS THAN 6.001% 4 $419,281.14 0.07%
6.001% - 6.250% 4 325,341.88 0.06%
6.251% - 6.500% 1 116,039.25 0.02%
6.501% - 6.750% 9 923,399.82 0.16%
6.751% - 7.000% 11 1,581,474.99 0.27%
7.001% - 7.250% 20 2,980,421.68 0.52%
7.251% - 7.500% 33 4,610,316.02 0.80%
7.501% - 7.750% 36 5,101,532.82 0.88%
7.751% - 8.000% 73 12,645,713.00 2.19%
8.001% - 8.250% 84 11,772,865.37 2.03%
8.251% - 8.500% 175 26,598,364.42 4.60%
8.501% - 8.750% 167 23,868,302.29 4.13%
8.751% - 9.000% 334 47,334,069.39 8.18%
9.001% - 9.250% 216 27,408,682.34 4.74%
9.251% - 9.500% 452 56,210,382.83 9.71%
9.501% - 9.750% 387 46,764,134.17 8.08%
9.751% - 10.000% 610 70,254,825.61 12.14%
10.001% - 10.250% 370 36,536,704.09 6.31%
10.251% - 10.500% 502 49,705,437.49 8.59%
10.501% - 10.750% 707 52,950,146.79 9.15%
10.751% - 11.000% 458 41,691,504.03 7.21%
11.001% - 11.250% 299 22,913,219.65 3.96%
11.251% - 11.500% 215 12,953,717.25 2.24%
11.501% - 11.750% 120 9,340,623.48 1.61%
11.751% - 12.000% 92 6,853,919.41 1.18%
12.001% - 12.250% 43 3,495,664.26 0.60%
12.251% - 12.500% 16 705,314.28 0.12%
12.501% - 12.750% 20 1,249,319.96 0.22%
12.751% - 13.000% 10 596,504.80 0.10%
13.001% - 13.250% 5 452,789.46 0.08%
13.251% - 13.500% 2 180,885.60 0.03%
13.501% - 13.750% 1 39,542.37 0.01%
14.001% - 14.250% 1 41,285.71 0.01%
- --------- -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.
5/14/98
<PAGE>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
DESCRIPTION OF THE COLLATERAL
GROSS MARGINS
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
NUMBER OF DATE SCHEDULED SCHEDULED
GROSS MARGINS MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
NOT AVAILABLE 3 $182,317.78 0.03%
4.501% - 4.750% 2 128,829.68 0.02%
4.751% - 5.000% 7 629,065.59 0.11%
5.001% - 5.250% 4 314,464.92 0.05%
5.251% - 5.500% 6 674,365.89 0.12%
5.501% - 5.750% 33 3,296,565.44 0.57%
5.751% - 6.000% 206 23,546,574.51 4.07%
6.001% - 6.250% 847 100,547,708.64 17.38%
6.251% - 6.500% 880 98,594,057.09 17.04%
6.501% - 6.750% 1,189 102,459,422.29 17.71%
6.751% - 7.000% 1,295 132,725,995.28 22.94%
7.001% - 7.250% 742 91,926,761.79 15.89%
7.251% - 7.500% 180 15,515,396.82 2.68%
7.501% - 7.750% 49 4,623,515.59 0.80%
7.751% - 8.000% 29 3,057,331.69 0.53%
8.001% - 8.250% 4 339,883.27 0.06%
8.251% - 8.500% 1 59,469.38 0.01%
- --------- -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.
5/14/98
<PAGE>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
DESCRIPTION OF THE COLLATERAL
MONTH OF NEXT ADJUSTMENT DATE
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
MONTH OF NEXT NUMBER OF DATE SCHEDULED SCHEDULED
ADJUSTMENT DATE MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
--------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
MAY-1998 3 $340,123.22 0.06%
JUNE-1998 10 1,388,362.81 0.24%
JULY-1998 78 8,448,061.89 1.46%
AUGUST-1998 2 559,643.76 0.10%
SEPTEMBER-1998 96 11,848,677.41 2.05%
OCTOBER-1998 356 39,760,724.83 6.87%
NOVEMBER-1998 315 37,803,790.14 6.53%
DECEMBER-1998 13 1,352,178.00 0.23%
JANUARY-1999 1 100,044.35 0.02%
MARCH-1999 1 45,231.26 0.01%
MAY-1999 3 182,979.47 0.03%
AUGUST-1999 2 137,448.96 0.02%
SEPTEMBER-1999 16 2,193,239.60 0.38%
OCTOBER-1999 5 1,315,053.88 0.23%
NOVEMBER-1999 4 346,649.75 0.06%
DECEMBER-1999 27 2,445,377.68 0.42%
JANUARY-2000 277 32,553,574.57 5.63%
FEBRUARY-2000 29 5,252,169.72 0.91%
MARCH-2000 544 62,071,638.32 10.73%
APRIL-2000 1,699 169,031,369.68 29.21%
MAY-2000 1,623 155,720,794.44 26.91%
JUNE-2000 1 205,700.00 0.04%
AUGUST-2000 1 148,297.43 0.03%
DECEMBER-2000 2 357,895.36 0.06%
JANUARY-2001 8 1,279,719.27 0.22%
FEBRUARY-2001 2 572,257.56 0.10%
MARCH-2001 9 857,759.67 0.15%
APRIL-2001 146 18,203,434.08 3.15%
MAY-2001 143 15,766,422.74 2.72%
JUNE-2001 1 122,175.00 0.02%
JANUARY-2003 16 1,885,292.23 0.33%
MARCH-2003 14 2,399,343.58 0.41%
APRIL-2003 20 2,704,112.18 0.47%
MAY-2003 10 1,222,182.81 0.21%
-- ------------ -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
DESCRIPTION OF THE COLLATERAL
MAXIMUM MORTGAGE RATES
<TABLE>
<CAPTION>
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
MAXIMUM NUMBER OF DATE SCHEDULED SCHEDULED
MORTGAGE RATES MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
-------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
NOT AVAILABLE 3 $219,786.17 0.04%
12.001% - 12.500% 4 419,281.14 0.07%
12.501% - 13.000% 4 344,067.01 0.06%
13.001% - 13.500% 20 2,504,874.81 0.43%
13.501% - 14.000% 53 7,590,737.70 1.31%
14.001% - 14.500% 109 17,712,436.71 3.06%
14.501% - 15.000% 258 38,372,312.84 6.63%
15.001% - 15.500% 502 71,528,703.44 12.36%
15.501% - 16.000% 668 83,194,311.79 14.38%
16.001% - 16.500% 992 116,339,449.18 20.11%
16.501% - 17.000% 878 87,340,342.13 15.09%
17.001% - 17.500% 1,157 93,759,796.97 16.20%
17.501% - 18.000% 519 36,248,722.60 6.26%
18.001% - 18.500% 211 15,970,830.91 2.76%
18.501% - 19.000% 58 4,145,772.87 0.72%
19.001% - 19.500% 31 1,901,030.43 0.33%
19.501% - 20.000% 7 633,675.06 0.11%
20.001% - 22.000% 2 80,828.08 0.01%
22.001% AND ABOVE 1 314,765.81 0.05%
- ---------- -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.
5/14/98
<PAGE>
<TABLE>
<CAPTION>
WMC MORTGAGE CORP.
COLLATERAL TERM SHEET
DESCRIPTION OF THE COLLATERAL
MINIMUM MORTGAGE RATES
PERCENT OF TOTAL
AGGREGATE CUT-OFF BY CUT-OFF DATE
MINIMUM NUMBER OF DATE SCHEDULED SCHEDULED
MORTGAGE RATES MORTGAGE LOANS PRINCIPAL BALANCE PRINCIPAL BALANCE
-------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
5.501% - 7.000% 29 $3,365,537.08 0.58%
7.001% - 7.250% 20 2,980,421.68 0.52%
7.251% - 7.500% 33 4,610,316.02 0.80%
7.501% - 7.750% 36 5,101,532.82 0.88%
7.751% - 8.000% 73 12,645,713.00 2.19%
8.001% - 8.250% 84 11,772,865.37 2.03%
8.251% - 8.500% 175 26,598,364.42 4.60%
8.501% - 8.750% 167 23,868,302.29 4.13%
8.751% - 9.000% 334 47,334,069.39 8.18%
9.001% - 9.250% 216 27,408,682.34 4.74%
9.251% - 9.500% 452 56,210,382.83 9.71%
9.501% - 9.750% 387 46,764,134.17 8.08%
9.751% - 10.000% 610 70,254,825.61 12.14%
10.001% - 10.250% 370 36,536,704.09 6.31%
10.251% - 10.500% 502 49,705,437.49 8.59%
10.501% - 10.750% 707 52,950,146.79 9.15%
10.751% - 11.000% 458 41,691,504.03 7.21%
11.001% - 11.250% 299 22,913,219.65 3.96%
11.251% - 11.500% 215 12,953,717.25 2.24%
11.501% - 11.750% 120 9,340,623.48 1.61%
11.751% - 12.000% 92 6,853,919.41 1.18%
12.001% - 13.000% 89 6,046,803.30 1.05%
13.001% - 14.000% 8 673,217.43 0.12%
14.001% - 16.000% 1 41,285.71 0.01%
- --------- -----
TOTAL 5,477 $578,621,725.65 100.00%
</TABLE>
NationsBanc Montgomery Securities LLC
- --------------------------------------------------------------------------------
This Structural Term Sheet, Collateral Term Sheet, or Computational Materials,
as appropriate (the "material"), is for your private information and NationsBanc
Montgomery Securities LLC (the "Underwriter") is not soliciting any action based
upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriter considers reliable, but the Underwriter does not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriter makes no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriter and its affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. This material is furnished solely by the Underwriter and not by the
issuer of the securities. The issuer of the securities has not prepared,
reviewed or participated in the preparation of this material, is not responsible
for the accuracy of this material and has not authorized the dissemination of
this material. The Underwriter is acting as underwriter and not acting as agent
for the issuer in connection with the proposed transaction.
5/14/98
