<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event report): December 14, 1999
GREENPOINT CREDIT, LLC
- --------------------------------------------------------------------------------
(exact name of registrant as specified in charter)
DELAWARE
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(state or other jurisdiction of incorporation)
333-80437
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(commission file number)
33-0862379
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(I.R.S. Employer Identification Number)
10089 Willow Creek Road
San Diego, California 92131
(619) 530-9394
- --------------------------------------------------------------------------------
(address and telephone number of registrant's
principal executive offices)
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS
FILING OF OPINION AND CONSENT OF COUNSEL, CONSENT OF ACCOUNTANTS AND
CERTAIN COMPUTATIONAL MATERIALS.*
In connection with the offering of GreenPoint Credit Manufactured
Housing Contract Trust Pass-Through Certificates, Series 1999-6 (the "Publicly
Offered Certificates"), Orrick, Herrington & Sutcliffe LLP ("Orrick") will
deliver its opinion relating to certain tax matters and which contains Orrick's
consent to use of their name in the Prospectus Supplement, dated December 9,
1999 (the "Prospectus Supplement," and together with the related Prospectus,
dated December 9, 1999, the "Prospectus"), of the Registrant relating to the
Publicly Offered Certificates and filed pursuant to Rule 424(b). The opinion of
Orrick is attached hereto as Exhibit 8.1.
PricewaterhouseCoopers LLP has consented to the use of their name in
the "Experts" section of the Prospectus Supplement. The consent of
PricewaterhouseCoopers LLP is attached hereto as Exhibit 23.1.
Salomon Smith Barney Inc., as the underwriter of the Publicly Offered
Certificates, has prepared certain materials (the "External Computational
Materials") for distribution to potential investors in the offering of the
Publicly Offered Certificates. For purposes of this Form 8-K, External
Computational Materials shall mean computer generated materials of charts
displaying, with respect to the Publicly Offered Certificates, any of the
following: yield, average life, duration, expected maturity, interest rate
sensitivity, loss sensitivity, cash flow characteristics, background information
regarding the loans, the proposed structure, decrement tables, or similar
information (tabular or otherwise) of a statistical mathematical, tabular or
computational nature. Certain of the External Computational Materials prepared
by Salomon Smith Barney Inc. are attached hereto as Exhibit 99.1.
*Terms used herein without definition shall have the meanings assigned to them
in the Prospectus.
<PAGE>
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit Numbers:
The following are filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
8.1. Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax
matters.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 External Computational Materials prepared by Salomon Smith Barney Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
GREENPOINT CREDIT, LLC
By: /s/ Charles O. Ryan
-----------------------------------------
Name: Charles O. Ryan
Title: Vice President
Dated: December 14, 1999
San Diego, California
<PAGE>
EXHIBIT INDEX
Exhibit Numbers
- ---------------
8.1. Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax
matters.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 External Computational Materials prepared by Credit Suisse First
Boston Corporation.
<PAGE>
Exhibit 8.1
December 14, 1999
GreenPoint Credit, LLC
10089 Willow Creek Road
San Diego, California 92131
Re: GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-6
Ladies and Gentlemen:
We are serving as special tax counsel to GreenPoint Credit, LLC (the
"Registrant") in connection with the sale by the Registrant of the GreenPoint
Manufactured Housing Contract Trust Pass-Through Certificates, Series 1999-6
Class A-1 Certificates, Class A-2 Certificates and Class R Certificates
(collectively, the "Certificates"). For purposes of this opinion, capitalized
terms used but not defined herein have the meanings ascribed to them in the
Agreement (as defined below).
The Certificates will be issued on the Closing Date pursuant to a Pooling
and Servicing Agreement dated as of December 1, 1999 (the "Agreement") between
GreenPoint Credit, LLC, as Seller and Servicer and Bank One, National
Association, as Trustee. The Certificates will represent undivided interests in
a trust fund (the "Trust Fund") consisting primarily of a pool of manufactured
housing installment sale contracts and installment loan agreements
(collectively, the "Contracts") which the Registrant will convey to the Trustee,
as trustee for the Trust Fund, on the Closing Date pursuant to the Agreement.
In connection with this opinion, we have examined and relied upon the
following documents:
1. the Agreement;
2. the registration statement on Form S-3 (No. 333-80437) filed by the
Registrant, relating to the Class A-1 Certificates and Class A-2 Certificates
(the "Registration Statement") as filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Act"); and
3. the base prospectus and the prospectus supplement, in each case
relating to the Class A-1 Certificates and Class A-2 Certificates (such base
prospectus and prospectus supplement being hereinafter collectively referred to
as the "Prospectus").
<PAGE>
GreenPoint Credit, LLC
December 14, 1999
Page 2
In such examination, we have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies. In making our examination
of documents executed by entities other than the Registrant, we have assumed
that each other entity has the power and authority to execute and deliver, and
to perform and observe the provisions of such documents, and the due
authorization by each such entity of all requisite action and the due execution
and delivery of such documents by each such entity. To the extent we have
deemed necessary and proper, we have relied upon the representations and
warranties as to facts relating to the Registrant, the Contracts, and other
matters contained in the Agreement.
The opinions expressed herein are based upon current statutes, rules,
regulations, cases and official interpretive opinions, and cover certain items
that are not directly or definitively addressed by such authorities.
Based upon and subject to the foregoing, we are of the opinion that:
1. The statements contained in the Prospectus under the heading "Federal
Income Tax Consequences," to the extent they constitute matters of law or legal
conclusions with respect thereto, are correct in all material respects, under
the assumptions stated therein and under applicable law as in effect on the date
of the Prospectus Supplement.
2. Assuming (i) the making of a valid election and (ii) compliance with
the Agreement, (a) the Trust Fund will be classified for federal income tax
purposes as a "real estate mortgage investment conduit" ("REMIC") within the
meaning of Section 860D of the Internal Revenue Code of 1986 (the "Code"), (b)
the Class A-1 Certificates and Class A-2 Certificates will be treated
collectively as the "regular interests" in such REMIC for federal income tax
purposes and will be treated as debt instruments for purposes of chapter 1 of
the Code (generally relating to the calculation of a Certificateholder's federal
income tax liability) (c) the Class R Certificate will be treated as the single
class of "residual interest" in such REMIC for federal income tax purposes, and
(d) the REMIC represented by the Trust Fund will not be subject to federal
income tax as a separate entity except for (i) the tax on "prohibited
transactions" imposed by section 860F of the Code, (ii) the tax on
"contributions after startup date" imposed by section 860G(d) of the Code and
(iii) the tax on "income from foreclosure property" imposed by section 860G(c)
of the Code.
<PAGE>
GreenPoint Credit, LLC
December 14, 1999
Page 3
We express no opinion herein except as to the matters set forth above.
This opinion is furnished to you solely for use in connection with the issuance
and sale of the Certificates. We hereby consent to the filing of this letter as
an exhibit to a Current Report on Form 8-K filed by you in connection with the
Trust Fund. In giving such consent, we do not admit and we hereby disclaim that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder, nor do we admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Greenpoint Credit Corp., relating to Manufactured Housing Contract Trust Pass-
Through Certificates, Series 1999-6, of our report dated February 2, 1999,
on our audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1998 and 1997 and for each of
the three years in the period ended December 31, 1998. We also consent to the
reference to our Firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
December 10, 1999
<PAGE>
EXHIBIT 99.1
December 8, 1999
$140,000,000
(Approximate)
GreenPoint Credit
Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-6
GreenPoint Credit, LLC
Servicer and Seller
MBIA Guaranty
$70,000,000 Floating Rate Class A-1 Certificates
$70,000,000 Auction Rate Class A-2 Certificates
Computational Materials
Neither the Seller, the Servicer, nor the Trust, nor any of its affiliates make
any representations as to the accuracy or completeness of the information
herein. The information 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 herein addresses
only certain aspects of the applicable certificates' characteristics and thus
does not provide a complete assessment of the certificates. As such, the
information may not reflect the impact of all structural characteristics of the
certificates. The assumptions underlying the information, including structure
and collateral, may be modified from time to time to reflect changed
circumstances. The attached term sheet is not intended to be a Prospectus and
any investment decision with respect to the certificates should be made by you
based solely upon all of the information contained in the final Prospectus and
Prospectus Supplement. Under no circumstances shall the information presented
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the certificates in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. The certificates may not be sold
nor may an offer to buy be accepted prior to the delivery of a final Prospectus
and Prospectus Supplement relating to the certificates. All information
described herein is preliminary, limited in nature and subject to completion or
amendment. No representation is made that the above referenced certificates
will actually perform as described in any scenario presented. Neither the
Seller, the Servicer, nor the Trust has prepared, reviewed or participated in
the preparation hereof. The Seller, the Servicer and the Trust are not
responsible for the accuracy hereof and they have not authorized its
dissemination. A final Prospectus and Prospectus Supplement may be obtained by
contacting Salomon Smith Barney's Syndicate Desk at (212) 723-6171.
<PAGE>
<TABLE>
<CAPTION>
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<S> <C>
Class A Certificates: $70,000,000 Class A-1 Certificates, Variable Rate (Senior Sequential)
$70,000,000 Class A-2 Certificates, Auction Rate (Senior Sequential)
- -----------------------------------------------------------------------------------------------------------------------------
Title of Securities: GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 1999-6 (together, the "Certificates").
Description of Transaction: This MBIA-wrapped transaction has one offered class of floating rate certificates
(Class A-1) and one offered class of auction rate certificates (Class A-2) and is
supported by a contract pool which consists of actuarial and simple interest
manufactured housing installment sales contracts, installment loan agreements and
certain other assets. The trust will also issue Class R Certificates which are not
being offered.
Contract Pool: The initial contract pool consists of approximately 2,812 contracts with an
aggregate scheduled certificate balance as of November 30, 1999 of approximately
$122,138,108.51. Additional contracts will be purchased by the trust on the Closing
Date and subsequent contracts will be purchased by the trust by January 5, 2000.
Although the additional contracts and subsequent contracts sold to the trust will
have characteristics that differ somewhat from the initial contracts, GreenPoint
does not expect the characteristics of the additional contracts or subsequent
contracts to vary materially from the initial contracts since the additional
contracts and subsequent contracts will conform to certain representations and
warranties set forth in the pooling agreement.
Pre-Funding Account: On the Closing Date, the Seller will make a deposit into a Pre-Funding Account to
provide the trust with sufficient funds to purchase subsequent contracts. The Pre-
Funding Account will not extend beyond January 5, 2000 (the "Pre-Funding Period"),
and amounts deposited into this account will not exceed 15% of the Initial Principal
Balance of the Certificates. At the end of the Pre-Funding Period, any amounts
remaining in the Pre-Funding Account will be paid to holders of the Class A-1
Certificates on the following distribution date.
Advances: Because not all of the contracts have scheduled payments due during the Initial
Collection Period, the Servicer will make an Initial Servicer Advance to cover any
resulting interest shortfall on the Certificates. In addition, the Servicer will
advance its own funds to cover any shortfalls in payments of principal and interest
due on the offered certificates in any month to the extent it deems such amounts
recoverable. Other than the Initial Servicer Advance, any advances made with respect
to a distribution date will not exceed the amount of delinquent contract payments
that were due in the prior month.
Trustee: Bank One, National Association.
Auction Agent: Bankers Trust Company.
Broker-Dealer: Salomon Smith Barney.
Seller and Servicer: GreenPoint Credit, LLC.
Cut-Off Date: With respect to any contract, the later of (a) end of business on November 30, 1999,
or (b) the date such contract was originated.
Pricing Date/(1)/: Class A-1: December 8/9, 1999. Class A-2: December 9/10, 1999.
</TABLE>
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/(1)/ Subject to change.
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Closing Date/(1)/: December 16, 1999.
Form of Certificates: Book entry form, same day funds (through DTC, Euroclear and Cedelbank).
Prepayment Pricing Speed: 250% MHP.
Optional Redemption: 10% clean-up call, or, if the call is not exercised, a termination auction subject
to certain requirements.
Servicing Fee: 100 basis points per annum.
Distribution Date The 15th day of each month or, if such day is not a business day, the next
(Class A-1): succeeding business day, beginning on January 15, 2000. Principal and interest
distributions to Certificateholders on the first distribution date are based on a
Collection Period from December 1, 1999 to December 31, 1999. Assuming payment on
the 15th of each month, funds are disbursed approximately 15 days after the related
Collection Period.
Distribution Date The 6th day of each month or, if such day is not a business day, the next succeeding
(Class A-2): business day, beginning on February 7, 2000. Interest distributions to
Certificateholders on the first distribution date are based on a Collection Period
from December 1, 1999 to December 31, 1999. Assuming payment on the 6th of each
month, funds are disbursed approximately 36 days after the related Collection
Period.
Interest Accrual Period: With respect to each distribution date, the Class A-1 Certificates and the Class A-2
Certificates will accrue interest at a rate equal to the product of (i) the actual
number of days during the interest period divided by 360 and (ii) the applicable
pass-through rate on the certificate balance thereof immediately prior to such
distribution date. For any distribution date, the interest period for the
certificates is the period from the preceding distribution date (or from the closing
date with respect to the first distribution date) through the day prior to the
related distribution date.
Pass-Through Rates: The Class A-1 Pass-Through Rate will be adjusted each month, based on changes in the
London Interbank Offered Rate for one-month U.S. dollar deposits.
The Class A-2 Pass-Through Rate will be adjusted each month as specified by the
auction procedures as described in Annex II and Annex III in the prospectus
supplement.
The pass-through rates on the offered certificates are capped at the weighted
average of the net contract rates of the contracts.
Principal Distribution: On each distribution date, principal received on the contracts will be distributed
to the Class A-1 Certificates until the outstanding certificate balance thereof has
been reduced to zero. Thereafter, principal received on the contracts will be
distributed to the Class A-2 Certificates until the outstanding certificate balance
thereof has been reduced to zero.
Allocation of Losses: In the event that losses on the contracts reduce the amounts available for
distribution to the Class A-1 certificates and Class A-2 certificates and there is
no payment under the certificate insurance policy, losses will be allocated pro-rata
among the Class A-1 certificates and Class A-
</TABLE>
- --------------------
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
2 certificates.
Certificate Ratings: AAA by Standard & Poor's; Aaa by Moody's.
Certificate Insurer: MBIA Insurance Corporation ("MBIA"). MBIA's claims-paying ability is rated AAA/Aaa
by Standard and Poor's and Moody's. Timely interest and principal payments on the
Certificates will be guaranteed by MBIA. Payments of Net Funds Cap Carryover Amounts
(as defined in the Prospectus Supplement) are not guaranteed by MBIA.
ERISA Considerations: Subject to certain considerations discussed in the prospectus supplement, the Class
A-1 and Class A-2 Certificates are ERISA eligible.
Taxation: REMIC for federal income tax purposes.
Legal Investment: At the end of the Pre-Funding Period, the Certificates will be SMMEA eligible.
Prospectus: The Certificates are being offered pursuant to a Prospectus supplemented by a
Prospectus Supplement (together, the "Prospectus"). Complete information with
respect to the Certificates and the collateral securing them is contained in the
Prospectus. The information herein is qualified in its entirety by the information
appearing in the Prospectus. To the extent that anything herein is inconsistent with
the Prospectus, the Prospectus shall govern in all respects. Sales of the
Certificates may not be consummated unless the purchaser has received the
Prospectus.
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
3
<PAGE>
Payments on Auction Rate Securities
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Inital
Class Amount Collection Accrual First Auction Auction Day First Distribution
Period Period Auction Period Payment Date
- ------------------------------------------------------------------------------------------------------------------------------------
A-2 $70,000,000 12/1/1999-- 53 days 2/4/2000 1 month Business day before 2/7/2000 6th of each
12/31/1999 payment day month
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Distributions of Principal and Interest
Amounts distributable to holders of the Certificates shall be allocated on each
Distribution Date in the following order of priority:
1. to pay interest on the Class A-1 and Class A-2 Certificates, pro rata based
on the amount of interest to which they are entitled;
2. to pay principal of the Class A-1 Certificates until the Class A-1
Certificate Balance is reduced to zero; then to pay principal of the Class
A-2 Certificates until the Class A-2 Certificate Balance is reduced to zero;
3. to make deposits, if required, to the Special Account as established under
and required by the Insurance Agreement;
4. to pay any applicable Net Funds Cap Carryover Amounts (as defined in the
Prospectus Supplement) to the Class A-1 Certificateholders and the Class A-2
Certificateholders pro rata on the basis of the Class A-1 Net Funds Cap
Carryover Amount and Class A-2 Net Funds Cap Carryover Amount (defined in
the Prospectus Supplement), respectively;
5. to pay the Auction Agent certain amounts that may be required to be paid
pursuant to the pooling agreement, and
6. to pay any remaining available funds to the holder of the Class R
Certificate.
The Contract Pool
The information herein regarding the collateral represents the initial Contract
Pool as of the Cut-off Date. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Characteristics of GreenPoint Manufactured Housing Collateral (Initial
Contracts)
<TABLE>
<CAPTION>
GPC 99-6
- --------------------------------------- -----------------------------
<S> <C>
Principal Amount ($MM) $122,138,108.51
Number of Loans 2,812
Average Loan Balance $43,434.60
Wtd. Avg. Rem. Term 324.6 months
Wtd. Avg. Seasoning 1.1 months
Wtd. Avg. APR 9.761%
Wtd. Avg. LTV 89.20%
Percent LTV>=90.50 % (by $) 28.87%
% New Contracts (by $) 83.1%
Top 5 States 10.57% SC
6.82% TX
6.75% KY
6.43% AL
5.95% MS
Wtd. Avg. Periodic Cap 2.00%
Wtd. Avg. Lifetime Cap 14.760%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Index 91% 12M LIBOR
9% 1-year CMT
Wtd. Avg. Margin 5.462%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
5
<PAGE>
The Initial Contract Pool
The information herein regarding the collateral represents the initial Contract
Pool as of the Cut-off Date. Contracts in addition to those described in the
immediately following table will be sold to the Trust up to the Final Cut-off
Date of January 5, 2000. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Geographical Distribution of Manufactured Homes
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alabama 190 $7,856,358.68 6.43%
Arizona 78 $3,818,549.56 3.13%
Arkansas 14 $591,648.27 0.48%
California 11 $369,862.84 0.30%
Colorado 27 $1,282,956.41 1.05%
Delaware 3 $135,855.10 0.11%
Florida 83 $4,648,366.44 3.81%
Georgia 107 $5,148,216.20 4.22%
Idaho 22 $1,073,291.17 0.88%
Illinois 42 $1,686,314.63 1.38%
Indiana 70 $3,271,995.42 2.68%
Iowa 108 $4,036,101.86 3.30%
Kansas 38 $1,665,857.27 1.36%
Kentucky 194 $8,239,835.50 6.75%
Louisiana 73 $2,665,165.00 2.18%
Maine 1 $58,050.83 0.05%
Maryland 14 $604,639.08 0.50%
Michigan 132 $6,386,754.93 5.23%
Minnesota 54 $2,312,935.04 1.89%
Mississippi 180 $7,264,470.14 5.95%
Missouri 151 $5,355,218.85 4.38%
Montana 12 $611,800.11 0.50%
Nebraska 20 $843,065.58 0.69%
Nevada 20 $1,237,511.53 1.01%
New Hampshire 1 $18,093.67 0.01%
New Mexico 25 $1,016,688.18 0.83%
New York 5 $209,700.53 0.17%
North Carolina 110 $5,127,592.25 4.20%
North Dakota 9 $350,850.53 0.29%
Ohio 66 $2,497,545.74 2.04%
Oklahoma 16 $624,770.93 0.51%
Oregon 93 $4,407,377.71 3.61%
Pennsylvania 22 $983,153.08 0.80%
South Carolina 307 $12,906,542.41 10.57%
South Dakota 48 $2,055,913.99 1.68%
Tennessee 62 $3,028,522.96 2.48%
Texas 193 $8,335,803.17 6.82%
Utah 8 $351,959.97 0.29%
Vermont 5 $263,442.73 0.22%
Virginia 19 $656,240.97 0.54%
Washington 50 $2,503,767.46 2.05%
West Virginia 48 $1,631,699.75 1.34%
Wisconsin 66 $3,237,202.81 2.65%
Wyoming 15 $766,419.23 0.63%
- ----------------------------------------------------------------------------------------------
Total 2,812 $122,138,108.51 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
6
<PAGE>
The Initial Contract Pool
The information herein regarding the collateral represents the initial Contract
Pool as of the Cut-off Date. Contracts in addition to those described in the
immediately following table will be sold to the Trust up to the Final Cut-off
Date of January 5, 2000. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Distribution of Original Principal Balances
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6,224- 7,500 6 $40,708.39 0.03%
7,501- 10,000 14 $ 18,884.46 0.10%
10,001- 12,500 25 $ 75,875.61 0.23%
12,501- 15,000 40 $ 49,232.06 0.45%
15,001- 17,500 59 $ 62,810.84 0.79%
17,501- 20,000 63 $1,176,731.21 0.96%
20,001- 22,500 77 $1,634,283.13 1.34%
22,501- 25,000 99 $2,356,425.14 1.93%
25,001- 27,500 134 $3,515,957.12 2.88%
27,501- 30,000 148 $4,275,875.64 3.50%
30,001- 32,500 183 $5,693,418.67 4.66%
32,501- 35,000 184 $6,216,666.30 5.09%
35,001- 40,000 391 $14,567,437.78 11.93%
40,001- 45,000 271 $11,476,497.26 9.40%
45,001- 50,000 252 $11,969,659.10 9.80%
50,001- 55,000 211 $11,049,328.96 9.05%
55,001- 60,000 186 $10,649,047.21 8.72%
60,001- 65,000 137 $ 8,559,862.23 7.01%
65,001- 70,000 99 $ 6,651,207.61 5.45%
70,001- 75,000 50 $ 3,606,509.74 2.95%
75,001- 80,000 51 $ 3,944,278.70 3.23%
80,001- 85,000 26 $ 2,135,838.47 1.75%
85,001- 161,400 106 $10,711,572.88 8.77%
- ----------------------------------------------------------------------------------------------------------
Total 2,812 $122,138,108.51 100.00%
</TABLE>
Distribution of Original Loan-to-Value Ratios
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
18 - 50 19 $361,510.60 0.30%
51 - 60 19 $667,639.28 0.55%
61 - 70 28 $1,051,282.93 0.86%
71 - 80 255 $10,424,888.59 8.54%
81 - 85 167 $7,820,057.54 6.40%
86 - 90 1,514 $66,554,832.33 54.49%
91 95 765 $33,381,661.04 27.33%
96 - 99 45 $1,876,236.20 1.54%
- -----------------------------------------------------------------------------------------------
Total 2,812 $122,138,108.51 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
7
<PAGE>
The Initial Contract Pool
The information herein regarding the collateral represents the initial Contract
Pool as of the Cut-off Date. Contracts in addition to those described in the
immediately following table will be sold to the Trust up to the Final Cut-off
Date of January 5, 2000. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Distribution of Contract Rates
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
6.00- 6.24 1 $62,686.01 0.05%
7.00- 7.24 11 $808,869.30 0.66%
7.25- 7.49 53 $4,472,065.64 3.66%
7.50- 7.74 20 $1,645,268.79 1.35%
7.75- 7.99 12 $884,353.03 0.72%
8.00- 8.24 63 $3,468,446.21 2.84%
8.25- 8.49 49 $3,906,266.85 3.20%
8.50- 8.74 322 $18,051,975.25 14.78%
8.75- 8.99 46 $2,872,882.96 2.35%
9.00- 9.24 129 $5,666,356.16 4.64%
9.25- 9.49 30 $2,003,295.84 1.64%
9.50- 9.74 303 $15,122,447.06 12.38%
9.75- 9.99 416 $16,977,856.29 13.90%
10.00- 10.24 131 $5,690,834.15 4.66%
10.25- 10.49 44 $1,821,767.71 1.49%
10.50- 10.74 48 $1,760,519.75 1.44%
10.75- 10.99 371 $14,286,365.81 11.70%
11.00- 11.24 114 $4,167,377.98 3.41%
11.25- 11.49 85 $3,250,162.35 2.66%
11.50- 11.74 96 $2,966,248.80 2.43%
11.75- 11.99 98 $2,747,518.73 2.25%
12.00- 12.24 68 $2,066,374.93 1.69%
12.25- 12.49 48 $1,348,286.23 1.10%
12.50- 12.74 91 $1,811,048.24 1.48%
12.75- 12.99 53 $1,884,814.64 1.54%
13.00- 13.24 15 $340,776.88 0.28%
13.25- 13.49 3 $150,104.45 0.12%
13.75- 13.99 77 $1,594,038.97 1.31%
14.00- 14.24 1 $23,342.00 0.02%
14.25- 14.49 13 $251,633.48 0.21%
15.00- 15.24 1 $34,124.02 0.03%
- ---------------------------------------------------------------------------------------------------
Total 2,812 $122,138,108.51 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
8
<PAGE>
The Initial Contract Pool
The information herein regarding the collateral represents the initial Contract
Pool as of the Cut-off Date. Contracts in addition to those described in the
immediately following table will be sold to the Trust up to the Final Cut-off
Date of January 5, 2000. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Distribution of Remaining Months to Maturity
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
31 - 60 12 $151,087.08 0.12%
61 - 90 13 $200,101.28 0.16%
91 - 120 49 $763,873.88 0.63%
121 - 150 14 $256,607.46 0.21%
151 - 180 217 $4,828,822.36 3.95%
181 - 210 1 $43,520.83 0.04%
211 - 240 528 $17,153,747.61 14.04%
271 - 300 364 $15,281,739.90 12.51%
301 - 360 1,614 $83,458,608.11 68.33%
- ---------------------------------------------------------------------------------------------
Total 2,812 $122,138,108.51 100.00%
</TABLE>
Distribution of Maximum Cap
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10.51 - 11.00 1 $62,686.01 0.05%
11.51 - 12.00 12 $ 870,264.20 0.71%
12.01 - 12.50 72 $6,055,939.53 4.96%
12.51 - 13.00 75 $4,352,799.24 3.56%
13.01 - 13.50 371 $21,958,242.10 17.98%
13.51 - 14.00 175 $8,539,239.12 6.99%
14.01 - 14.50 334 $17,146,979.89 14.04%
14.51 - 15.00 548 $22,772,581.32 18.64%
15.01 - 15.50 90 $3,437,470.26 2.81%
15.51 - 16.00 486 $18,488,249.71 15.14%
16.01 - 16.50 180 $6,201,594.56 5.08%
16.51 - 17.00 166 $4,813,893.66 3.94%
17.01 - 17.50 139 $3,159,334.47 2.59%
17.51 - 18.00 68 $2,225,591.52 1.82%
18.01 - 18.50 3 $150,104.45 0.12%
18.51 - 19.00 78 $1,617,380.97 1.32%
19.01 - 19.50 13 $251,633.48 0.21%
19.51 - 20.00 1 $34,124.02 0.03%
- -----------------------------------------------------------------------------------------------
Total 2,812 $122,138,108.51 100.00
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
9
<PAGE>
The Initial Contract Pool
The information herein regarding the collateral represents the initial Contract
Pool as of the Cut-off Date. Contracts in addition to those described in the
immediately following table will be sold to the Trust up to the Final Cut-off
Date of January 5, 2000. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Distribution of Gross Margins
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1.51 - 2.00 1 $62,686.01 0.05%
2.51 - 3.00 73 $6,008,027.54 4.92%
3.01 - 3.50 18 $1,243,841.09 1.02%
3.51 - 4.00 112 $7,357,693.49 6.02%
4.01 - 4.50 365 $20,895,517.52 17.11%
4.51 - 5.00 153 $6,957,943.77 5.70%
5.01 - 5.50 740 $33,828,756.01 27.70%
5.51 - 6.00 213 $8,687,247.80 7.11%
6.01 - 6.50 374 $14,567,964.85 11.93%
6.51 - 7.00 316 $10,481,060.96 8.58%
7.01 - 7.50 88 $2,739,122.77 2.24%
7.51 - 8.00 236 $6,525,462.24 5.34%
8.01 - 9.50 123 $2,782,784.46 2.28%
- -----------------------------------------------------------------------------------------------
Total 2,812 $122,138,108.51 100.00%
</TABLE>
Distribution of Next Adjustment Date
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mar-00 3 $ 173,601.75 0.14%
Apr-00 3 $ 254,266.95 0.21%
May-00 12 $ 938,255.07 0.77%
Jun-00 17 $ 1,305,444.62 1.07%
Jul-00 24 $ 1,964,271.91 1.61%
Aug-00 29 $ 2,332,101.90 1.91%
Sep-00 207 $ 9,390,748.56 7.69%
Oct-00 931 $ 38,569,919.56 31.58%
Nov-00 1,279 $ 54,223,185.28 44.39%
Dec-00 232 $ 9,794,638.89 8.02%
Dec-01 1 $ 66,989.05 0.05%
May-02 3 $ 148,145.79 0.12%
Jun-02 7 $ 350,173.83 0.29%
Jul-02 7 $ 232,614.29 0.19%
Aug-02 7 $ 306,439.40 0.25%
Sep-02 5 $ 125,486.65 0.10%
Oct-02 22 $ 811,613.86 0.66%
Nov-02 18 $ 893,623.96 0.73%
Dec-02 5 $ 256,587.19 0.21%
- --------------------------------------------------------------------------------------
Total 2,812 $122,138,108.51 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
10
<PAGE>
Weighted Average Life Sensitivity Tables
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Settlement date: 12/16/99
First Distribution Date: Class A-1: 1/15/2000 Class A- 02/06/2000
2:
Balance Class A-1: 70,000,000.00 Class A- 70,000,000.00
2:
1YR CMT 5.672
12MO LIBOR 6.300
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------
Class A1
- ----------------------------------------------------------------------------------------------------------------------------
MHP: 0% 150% 200% 250% 300% 350%
WAL: 14.73 3.36 2.63 2.16 1.84 1.61
First Payment
(months from closing): 1 1 1 1 1 1
Last Payment
(months from closing): 257 85 66 54 45 39
Maturity: May-21 Jan-07 Jun-05 Jun-04 Sep-03 Mar-03
- ----------------------------------------------------------------------------------------------------------------------------
- -------------------------------
Class A2
- ----------------------------------------------------------------------------------------------------------------------------
MHP: 0% 150% 200% 250% 300% 350%
To 10% Call
- -----------
WAL: 24.57 13.74 11.01 9.05 7.63 6.58
First Payment
(months from closing): 258 86 67 55 46 40
Last Payment
(months from closing): 316 236 195 162 137 118
Maturity: Apr-26 Aug-19 Mar-16 Jun-13 May-11 Oct-09
- ----------------------------------------------------------------------------------------------------------------------------
- --------------------------------
Class A2
- ----------------------------------------------------------------------------------------------------------------------------
MHP: 0% 150% 200% 250% 300% 350%
To Maturity
- -----------
WAL: 24.68 14.42 11.85 9.92 8.45 7.32
First Payment
(months from closing): 258 86 67 55 46 40
Last Payment
(months from closing): 351 351 351 351 351 351
Maturity: Mar-29 Mar-29 Mar-29 Mar-29 Mar-29 Mar-29
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
11
