<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: March 16, 1998
(Date of earliest event reported)
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 333-4272 04-3310019
(State or Other
Jurisdiction of (Commission (I.R.S. Employer
Incorporation File Number Identification No.)
</TABLE>
One International Place--Room 520, Boston, Massachusetts 02110
Address of Principal Executive Office
Registrant's telephone number, including area code: (617) 951-7690
<PAGE>
ITEM 5. OTHER EVENTS.
Attached as Exhibit 99.1 to this Current Report are certain materials (the
"Collateral Term Sheets") furnished to the Registrant by Deutsche Morgan
Grenfell Inc. and Morgan Stanley & Co. Incorporated (the "Underwriters"), the
underwriters in respect of the Registrant's Commercial Mortgage Pass-Through
Certificates, Series 1998-C1 (the "Certificates"). The Certificates are being
offered pursuant to a Prospectus and related Prospectus Supplement (together,
the "Prospectus"), which will be filed with the Commission pursuant to Rule
424(b)(5) under the Securities Act of 1933, as amended (the "Act"). The
Certificates have been registered pursuant to the Act under a Registration
Statement on Form S-3 (No. 333-08328) ( the "Registration Statement"). The
Registrant hereby incorporates the Collateral Term Sheets by reference in the
Registration Statement.
The Collateral Term Sheets were prepared solely by the Underwriters, and
the Registrant did not prepare or participate in the preparation of the
Collateral Term Sheets.
Any statement or information contained in the Collateral Term Sheets shall
be deemed to be modified or superseded for purposes of the Prospectus and the
Registration Statement by statements or information contained in the
Prospectus.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Collateral Term Sheets.
2
<PAGE>
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on behalf of the Registrant by the
undersigned thereunto duly authorized.
DEUTSCHE MORTGAGE & ASSET RECEIVING
CORPORATION
By: /s/ Nancy D. Smith
----------------------------------------
Nancy D. Smith
President
Date: March 17, 1998
<PAGE>
- -------------------------------------------------------------------------------
DEUTSCHE MORGAN GRENFELL @
- -------------------------------------------------------------------------------
CMBS NEW ISSUE
TERM SHEET AS OF MARCH 16, 1998
------------------------
EXPECTED PRICING DATE: MARCH 23, 1998
------------------------
$1,854,790,459
(APPROXIMATE)
DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
AS DEPOSITOR
CONTITRADE SERVICES L.L.C.
GERMAN AMERICAN CAPITAL CORPORATION
MORGAN STANLEY MORTGAGE CAPITAL INC.
BOSTON CAPITAL MORTGAGE COMPANY LIMITED PARTNERSHIP
RED MOUNTAIN FUNDING, L.L.C.
AS MORTGAGE LOAN SELLERS
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-C1
DEUTSCHE MORGAN GRENFELL MORGAN STANLEY DEAN WITTER
LLAMA COMPANY, L.P.
and solely as members of the selling group
CONTIFINANCIAL SERVICES CORPORATION SOUTHTRUST SECURITIES, INC.
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET @
$1,854,790,459 (APPROXIMATE) MARCH 16, 1998
DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-C1
APPROX. SECURITIES STRUCTURE - SUBJECT TO CHANGE
- ------------------------------------------------
APPROX.
EXPECTED FACE/ EXPECTED EXPECTED EXPECTED
RATING NOTIONAL CREDIT WEIGHTED PRINCIPAL
(MOODY'S/FITCH) AMOUNT SUPPORT AVERAGE PAYMENT
CLASS ($MM) (% OF UPB) LIFE(A) WINDOW(A)
- ------------------------------------------------------------------------------
PUBLICLY OFFERED CLASSES
X Aaa/AAA
A1 Aaa/AAA
A2 Aaa/AAA
B Aa2/AA
C A2/A
D Baa1/BBB
E Baa3/BBB-
PRIVATELY PLACED CLASSES (144A): NOT OFFERED
F NR/BB+
G NR/BB
- ---------------------------------------------
H NR/B+ SOLD
J NR/B SOLD
K NR/B- SOLD
L Unrated SOLD
TOTAL SECURITIES: $1,854.8
- ---------------------------------------------
(a) Calculated at 0% CPR and no balloon extension.
(b) Notional amount.
KEY FEATURES:
- -------------
Co-Lead Managers: Deutsche Morgan Grenfell and Morgan Stanley & Co.
Incorporated
Co-Manager: Llama Company, L.P.
Mortgage Loan Sellers: ContiFinancial Services Corporation - $682,577,438
(36.8%)
German American Capital Corporation - $452,581,252
(24.4%)
Morgan Stanley Mortgage Capital Inc. - $299,073,784
(16.1%)
Red Mountain Funding, L.L.C. - $259,994,067 (14.0%)
Boston Capital Mortgage Company L.P. - $160,563,918
(8.7%)
Master Servicer: Banc One Mortgage Capital Markets, LLC
Special Servicer: Banc One Mortgage Capital Markets, LLC
Purchaser of Classes J, Banc One Mortgage Capital Markets, LLC
K and L
Trustee: LaSalle National Bank
Pricing: On or about March 23rd
Closing: On or about March 27th
Settlement: All classes will settle plus accrued from March 1
Cut-Off Date: March 1, 1998
Distribution Date: 15th of each month, or following business day
(commencing April 1998)
ERISA Eligible: Classes A1, A2 and X are ERISA eligible subject to
certain conditions for eligibility
Representations &
Warranties: Provided by applicable Mortgage Loan Sellers
Structure: Sequential pay
Interest Accrual Period: Prior calendar month
Day Count: 30/360
Tax Treatment: REMIC
Rated Final
Distribution Date: June 15, 2031
Clean up Call: 1.0%
Minimum Classes A1, A2, B, C, D and E: $50,000 & $1
Denominations: Class X: $1,000,000 Notional Amount & $1
- --------------------------------------------------------------------------
COLLATERAL FACTS
- ----------------
CUT-OFF DATE BALANCE: $1,854,790,449
NUMBER OF MORTGAGE LOANS: 379
NUMBER OF MORTGAGE PROPERTIES: 529
AVERAGE CUT-OFF DATE PRINCIPAL BALANCE: $4,893,906
WEIGHTED AVERAGE CURRENT MORTGAGE INTEREST RATE: 7.79%
WEIGHTED AVERAGE DSCR: 1.39
x
WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO: 72.7
%
WEIGHTED AVERAGE REMAINING TERM TO MATURITY: 136
mos.
OVERVIEW OF PREPAYMENT RESTRICTIONS
PREPAYMENT RESTRICTION % OF INITIAL POOL BALANCE
- -----------------------------------------------------------------------------
LOCKOUT PERIOD WITH YIELD MAINTENANCE 42.17%
LOCKOUT PERIOD WITH DEFEASANCE 36.32
LOCKOUT PERIOD WITH YIELD MAINTENANCE AND 7.63
PREPAYMENT PREMIUM
LOCKOUT PERIOD WITH DEFEASANCE AND 4.15
PREPAYMENT PREMIUM
LOCKOUT PERIOD WITH PREPAYMENT PREMIUM 3.69
YIELD MAINTENANCE WITH PREPAYMENT PREMIUM 2.24
YIELD MAINTENANCE ONLY 1.66
LOCKOUT PERIOD ONLY 1.63
OTHER (A) 0.52
------
TOTAL 100.00
- -------------------------------------------------------------------------------
(a) Includes Mortgage Loans with other types and combinations of prepayment
restrictions.
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET @
SELECTED LOAN DATA:
- --------------------
CUT-OFF DATE PRINCIPAL BALANCE
(AS OF MARCH 1, 1998)(A)
-------------------------
GEOGRAPHIC NUMBER OF % BY
DISTRIBUTION MORTGAGE PROPERTIES (BALANCE) BALANCE
- ----------------------------------------------------------------
CALIFORNIA 56 303,807,858 16.38%
NEW YORK 49 189,911,727 10.24%
MASSACHUSETTS 19 153,316,041 8.27%
FLORIDA 30 148,923,538 8.03%
TEXAS 68 121,107,994 6.53%
OTHER 307 937,719,301 50.55%
TOTAL 529 1,854,786,459 100.00%
CUT-OFF DATE PRINCIPAL BALANCE
(AS OF MARCH 1, 1998)(A)
-------------------------
GEOGRAPHIC NUMBER OF % BY
DISTRIBUTION MORTGAGE PROPERTIES (BALANCE) BALANCE
- ----------------------------------------------------------------
MULTIFAMILY 109 418,200,760 22.55%
ANCHORED RETAIL 47 295,127,291 15.91%
HOSPITALITY 44 257,394,676 13.88%
OFFICE 52 238,403,474 12.85%
NURSING HOME, SKILLED 36 165,068,897 8.90%
UNANCHORED RETAIL 67 140,301,317 7.56%
INDUSTRIAL 28 96,898,812 5.22%
SELF STORAGE 97 96,569,962 5.21%
ASSISTED LIVING 11 45,377,412 2.45%
SPECIAL PURPOSE 17 39,085,328 2.11%
MOBILE HOME PARK 11 38,064,733 2.05%
MIXED USE 10 24,297,787 1.31%
--- ------------- ------
TOTAL 529 1,854,790,449 100.00%
(a) Column totals may not add due to rounding.
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -----------------------------------------------------------------------------
APPROXIMATE SECURITIES STRUCTURE - SUBJECT TO CHANGE
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXPECTED EXPECTED
RATING APPROX. EXPECTED WEIGHTED EXPECTED
(MOODY'S/FITCH SIZE CREDIT TARGETED COUPON AVERAGE LIFE PRINCIPAL
CLASS ($MM) SUPPORT DOLLAR PRICE DESCRIPTION DELIVERY (YRS.)(A) PAYMENT WINDOW(A)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PUBLICLY OFFERED CLASSES:
X Aaa/AAA (b) Variable IO(d) DTC(e) --
A1 Aaa/AAA Fixed DTC(e)
A2 Aaa/AAA Fixed DTC(e)
B Aa2/AA Fixed DTC(e)
C A2/A Fixed DTC(e)
D Baa1/BBB Fixed DTC(e)
E Baa3/BBB- Fixed (c) DTC(e)
PRIVATELY PLACED CLASSES: NOT OFFERED
F NR/BB+ Fixed (c)
G NR/BB- Fixed (c)
- --------------------------------------------------------------------------------------------
H NR/B+ SOLD Fixed (c)
J NR/B SOLD Fixed (c)
K NR/B- SOLD Fixed (c)
L Unrated SOLD Fixed (c)
- --------------------------------------------------------------------------------------------
</TABLE>
(a) Calculated at 0% CPR and no balloon extension.
(b) Notional amount.
(c) The coupon will be fixed, provided that the coupon will not exceed the
Weighted Average Net Mortgage Pass-Through Rate in effect from time to time
on the mortgage loans.
(d) The Class X coupon is calculated as the Weighted Average Net Mortgage
Pass-Through Rate less the Weighted Average Pass-Through Rate.
(e) Delivery will be DTC, Euroclear, Cedel.
- -----------------------------------------------------------------------------
STRUCTURAL OVERVIEW
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
APPROXIMATE PERCENT MOODY'S FITCH'S APPROXIMATE CREDIT
OF TOTAL RATING RATING SUPPORT
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
--------------------------------
Class A1 Class A2
(__%) (___%)
Aaa/AAA Aaa/AAA
--------------------------------
Class B Aa2 AA
--------------------------------
% CLASS Class C A2 A %
--------------------------------
X Class D Baa1 BBB
--------------------------------
AAA/AAA Class E Baa3 BBB-
--------------------------------
Class F Not rated BB+
--------------------------------
Class G Not rated BB-
--------------------------------
Class H Not rated B+
--------------------------------
Class J Not rated B
--------------------------------
Class K Not rated B-
--------------------------------
Class L Not rated Unrated
---------------------------------------------------
</TABLE>
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- ------------------------------------------------------------------------------
STRUCTURAL OVERVIEW - CONT.
- ------------------------------------------------------------------------------
[ ] The Mortgage Pool will be comprised of one Loan Group
-- Principal will be allocated sequentially to A1, A2, B, C, D, E, F, G,
H, J, K and L Certificates (If all classes other than classes A1 and
A2 have been reduced to zero, principal will be allocated to Class
A1 and A2 pro-rata)
[ ] Class X will receive interest payments pro-rata (based on interest
entitlements) with the Class A Certificates each month
[ ] Each of the Classes will be subordinate to earlier alphabetically
lettered classes (except Class X) (Losses will be allocated in reverse
alphabetical order to Classes with certificate balances and pro-rata to
Classes A1 and A2)
[ ] The servicer will cover net prepayment interest shortfalls, up to Master
Servicing Fee. Net shortfalls (after application of prepayment interest
excesses) will be allocated in reverse alphabetical order to the
Certificates and then pro-rata (based on interest entitlements) to the
Senior Certificates
[ ] All classes will pay interest on a 30/360 basis
[ ] Shortfalls resulting from servicer modifications or special servicer
compensation will be allocated in reverse alphabetical order to Classes
with certificate balances
- ------------------------------------------------------------------------------
MORTGAGE POOL OVERVIEW
- ------------------------------------------------------------------------------
[ ] The Mortgage Pool is comprised of 379 multifamily and commercial loans
with an aggregate Cut-Off Date Balance of approximately $1,854,790,449.
[ ] All of the Mortgage Loans are secured by first liens on multifamily
and commercial properties
[ ] The Pool's average Cut-Off Date Principal Balance is approximately
$4,893,906.
[ ] The Pool's weighted average current Debt Service Coverage Ratio is
1.39x.
[ ] The Pool's Cut-Off Date LTV is 72.7%
[ ] The Pool's weighted average Mortgage Interest Rate is approximately
7.79
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- ---------------------------------------------------------------------------
GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
- -----------------------------------------------------------------------------
WA 2.1%
OR 0.8%
ID 0.2%
CA 16.4%
NV 1.7%
UT 0.3%
AZ 1.4%
CO 4.0%
NM 0.5%
KS 0.2%
OK 0.5%
TX 6.5%
MN 0.2%
IA 0.4%
MO 1.4%
AR 0.8%
LA 2.6%
WI 0.9%
IL 1.6%
MS 0.1%
MI 1.6%
IN 0.1%
OH 1.0%
KY 0.5%
TN 4.0%
AL 1.9%
GA 5.3%
FL 8.0%
WV 0.4%
PA 4.6%
VA 2.6%
NC 1.1%
SC 0.1%
NY 10.2%
VT 0.6%
NH 1.4%
MA 8.3%
RD 0.1%
CT 1.0%
NJ 0.6%
MD 2.4%
HI 0.1%
PR 1.5%
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
- ----------------------------------------------------------------------------
OVERVIEW OF SOURCES OF MORTGAGE LOANS
- ---------------------------------------------------------------------------
[ ] 191 of the Mortgage Loans (the "ContiTrade Loans"), which represent
36.8% of the Initial Pool Balance, are currently held by ContiTrade
Services L.L.C. ("ContiTrade"). All of the ContiTrade Loans were
originated by ContiTrade or its affiliates.
[ ] 57 of the Mortgage Loans (the "GACC Mortgage Loans"), which represent
24.4% of the Initial Pool Balance, are currently held by German American
Capital Corporation ("GACC"). All of the GACC Mortgage Loans were
originated by GACC or its affiliates.
[ ] 39 of the Mortgage Loans (the "MSMC Mortgage Loans"), which represent
16.1% of the Initial Pool Balance, are currently held by Morgan Stanley
Mortgage Capital Inc. ("MSMC"). All of the MSMC Mortgage Loans were
originated by MSMC or its affiliates.
[ ] 55 of the Mortgage Loans (the "RMF Loans"), which represent 14.0% of the
Initial Pool Balance, are currently held by Red Mountain Funding, L.L.C.
("RMF"). All of the RMF Loans were originated by RMF or its affiliates.
[ ] 37 of the Mortgage Loans (the "BCMC Mortgage Loans"), which represent
8.7% of the Initial Pool Balance, are currently held Boston Capital
Mortgage Company Limited Partnership ("BCMC"). All of the BCMC Loans were
originated by BCMC or purchased from Llama Capital Services, L.L.C.
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
DEUTSCHE MORGAN GRENFELL INC.
31 WEST 52ND STREET
NEW YORK, NY 10019
<TABLE>
<CAPTION>
REAL ESTATE FINANCE MORTGAGE TRADING AND ANALYTICS
- ------------------- ------------------------------
<S> <C> <C> <C>
Steve Stuart Phone: (212) 469-8444 John Cutting Phone: (212) 469-7730
Director Fax: (212) 469-8518 Director Fax: (212) 469-2740
Joel Horne Phone: (212) 469-7602 Adam Behlman Phone: (212) 469-8576
Director Fax: (212) 469-8518 Vice President Fax: (212) 469-7558
Eric Schwartz Phone: (212) 469-4542 Lawrence Lee Phone: (212) 469-8676
Director Fax: (212) 469-8518 Vice President Fax: (212) 469-7558
Kenneth Gilison Phone: (212) 469-6791 Scott Waynebern Phone: (212) 469-7730
Vice President Fax: (212) 469-8518 Asst. Vice President Fax: (212) 469-2740
Greg Hartch Phone: (212)469-2748
Vice President Fax: (212) 469-8518
Michelle Huang Phone: (212) 469-8939
Associate Fax: (212) 469-8518
Lee McGill Phone: (212) 469-3619
Associate Fax: (212) 469-8518
Janet Whang Phone: (212) 469-3672
Associate Fax: (212) 469-8518
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
MORGAN STANLEY DEAN WITTER
1585 BROADWAY
NEW YORK, NY 10036
</TABLE>
<TABLE>
<CAPTION>
REAL ESTATE FINANCE MORTGAGE TRADING AND ANALYTICS
- ------------------- ------------------------------
<S> <C> <C> <C>
Russ Rahbany Phone: (212) 761-7468 Louis Colosimo Phone: (212) 761-2022
Principal Fax: (212) 761-0524 Managing Director Fax: (212) 761-0711
Pamela Hudson Phone: (212) 761-4351 Tom Jackivicz Phone: (212) 761-2020
Vice President Fax: (212) 761-0511 Vice President Fax: (212) 761-0711
Alexander Gilbert Phone: (212) 761-7484 Sunil Madan Phone: (212) 761-2016
Associate Fax: (212) 761-0525 Associate Fax: (212) 761-0711
</TABLE>
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
LLAMA COMPANY
ONE MCILROY PLAZA, SUITE 302
FAYETTEVILLE, ARKANSAS 72701
MORTGAGE TRADING AND ANALYTICS
- ------------------------------
S. Michael Lucash Phone: (501) 444-4005
Managing Director Fax: (501) 444-4018
Stephen Mansfield Phone: (501) 444-4067
Director Fax: (501) 444-4050
Marsha Dunbar Phone: (501) 444-4054
Vice President Fax: (501) 444-4050
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
<PAGE>
SOUTHTRUST SECURITIES, INC. SOUTHTRUST CAPITAL FUNDING
420 NORTH 20TH STREET 112 20TH STREET NORTH, 7TH FLOOR
BIRMINGHAM, ALABAMA 35203 BIRMINGHAM, ALABAMA 35203
<TABLE>
<CAPTION>
REAL ESTATE CAPITAL MARKETS INSTITUTIONAL SALES & TRADING
- --------------------------- -----------------------------
<S> <C> <C> <C>
Lawrence Katz Phone: (205) 254-5956 Jim Hudgins Phone: (205) 254-5357
Managing Director Fax: (205) 254-4705 Senior Vice President Fax: (205) 254-5188
Bart Singleton Phone: (205) 254-5691
Group Vice President Fax: (205) 254-5441
Rick Botthof Phone: (205) 254-5842
Asst. Vice President Fax: (205) 254-5144
</TABLE>
This material is for your private information and we are 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 we consider reliable, but we do 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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 in 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.
