<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): March 13, 2000
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
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(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 AND CERTAIN COMPUTATIONAL
MATERIALS.*
In connection with the offering of GreenPoint Credit Manufactured
Housing Contract Trust Pass-Through Certificates, Series 2000-1 (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 March 2, 2000
(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.
First Union Securities, Inc., as the lead 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 First Union Securities, Inc., are attached hereto as Exhibit 99.1.
*Term 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.
99.1 External Computational Materials prepared by First Union Securities,
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: March 13, 2000
San Diego, California
<PAGE>
EXHIBIT INDEX
Exhibit Numbers
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8.1. Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax
matters.
99.1 External Computational Materials prepared by First Union
Securities, Inc.
<PAGE>
EXHIBIT 8.1
March 13, 2000
GreenPoint Credit, LLC
10089 Willow Creek Road
San Diego, California 92131
Re: GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-1
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
Credit Manufactured Housing Contract Trust Pass-Through Certificates, Series
2000-1 Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class M-1 Certificates, Class M-
2 Certificates, Class B-1 Certificates, Class B-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 March 1, 2000 (the "Agreement") between
GreenPoint Credit, LLC, as Contract 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, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class M-
1 Certificates, Class M-2 Certificates, Class B-1 Certificates and Class B-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
<PAGE>
GreenPoint Credit, LLC
March 13, 2000
Page 2
3. the base prospectus and the prospectus supplement, in each case
relating to the Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class M-1
Certificates, Class M-2 Certificates, Class B-1 Certificates and Class B-2
Certificates (such base prospectus and prospectus supplement being hereinafter
collectively referred to as the "Prospectus").
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, Class A-2 Certificates, Class A-3 Certificates,
Class A-4 Certificates, Class A-5 Certificates, Class M-1 Certificates, Class M-
2 Certificates, Class B-1 Certificates and Class B-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
March 13, 2000
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>
SUBJECT TO REVISION
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TERM SHEET DATED February 29, 2000
Exhibit 99.1
[LOGO]
$340,000,000
GreenPoint Credit, LLC
Seller and Servicer
Manufactured Housing Contract Trust Pass-Through Certificates, Series 2000-1
DISCLAIMER
Attached is a preliminary Term Sheet describing the structure, collateral pool
and certain aspects of the GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-1. The Term Sheet has been prepared by
the Underwriters based on collateral information provided by GreenPoint Credit,
LLC for informational purposes only and is subject to modification or change.
The information and assumptions contained therein are preliminary and will be
superseded by a prospectus supplement and by any other additional information
subsequently filed with the Securities and Exchange Commission or incorporated
by reference in the Registration Statement.
Neither First Union Securities, Inc., Salomon Smith Barney Inc., Prudential
Securities Incorporated, the Seller nor any of their respective affiliates makes
any representation as to the accuracy or completeness of any of the information
set forth in the attached Term Sheet. This cover sheet is not part of the Term
Sheet.
A Registration Statement (including a base prospectus) relating to the Pass-
Through Certificates has been filed with the Securities and Exchange Commission.
The final Prospectus Supplement relating to the securities will be filed after
the securities have been priced and all of the terms and information are
finalized. This communication is not an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state. Interested persons
are referred to the final Prospectus and Prospectus Supplement to which the
securities relate. Any investment decision should be based only upon the
information in the final Prospectus and Prospectus Supplement as of their
publication dates.
FIRST
[LOGO] UNION(R)
FIRST UNION SECURITIES, INC.
<PAGE>
SELLER/SERVICER: GreenPoint Credit, LLC ("GreenPoint")
TRUSTEE: Bank One, National Association
LEAD UNDERWRITER: First Union Securities, Inc.
COMANAGERS: Salomon Smith Barney Inc., Prudential Securities
Incorporated
OFFERED CERTIFICATES:
<TABLE>
<CAPTION>
Ratings Pass-Through WAL Exp Final Last Scheduled
Amount (Moody's/Fitch) Rate @ 200% MHP Maturity To Call Distribution Date
----------- --------------- ---------------- ---------- ---------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
A-1 $64,000,000 Aaa/AAA (1)(2) 1.00 2/02 10/13
A-2 74,380,000 Aaa/AAA . % 2.99 8/04 11/22
A-3 15,000,000 Aaa/AAA . % 5.09 12/05 5/24
A-4 70,000,000 Aaa/AAA . %/(2)/ 11.64 11/15 3/30
A-5 24,820,000 Aaa/AAA . %/(2)/ 7.12 11/15 12/29
M-1 23,800,000 Aa2/AA . %/(2)/ 9.61 11/15 3/30
M-2 23,800,000 A2/A . %/(2)/ 9.61 11/15 3/30
B-1 18,700,000 Baa2/BBB . %/(2)/ 5.80 1/08 9/23
B-2 25,500,000 Baa2/BBB . %/(2)/ 12.40 11/15 3/30
</TABLE>
- --------------
(1) The Class A-1 Pass-Through Rate is based on one-month LIBOR plus a margin.
(2) The monthly Pass-Through Rate on the class is capped at the Available Funds
Pass-Through Rate.
CLASS A CERTIFICIATES: Class A-1, Class A-2, Class A-3, Class A-
4 and Class A-5 Certificates
CLASS M CERTIFICIATES: Class M-1 and Class M-2 Certificates
CLASS B CERTIFICIATES: Class B-1 and Class B-2 Certificates
OFFERED SUBORDINATED CERTIFICATES: Class M and Class B Certificates
OTHER CERTIFICATES: In addition to the Offered Certificates,
the Class R Certificates will be issued.
The Class R Certificates are fully
subordinated to the Class A, Class M and
Class B Certificates.
CUT-OFF DATE: February 29, 2000
EXPECTED PRICING: [March 2, 2000]
EXPECTED SETTLEMENT: [March 16, 2000]
DISTRIBUTION DATE: The 20/th/ day of each month (or if such
20/th/ day is not a business day, the
next succeeding business day, each a
"Distribution Date"), commencing on April
20, 2000.
COLLECTION PERIOD: The "Collection Period" with respect to
all Distribution Dates, is the period
from and including the 1/st/ day of the
calendar month immediately preceding such
Distribution Date, to and including the
last day of the same calendar month.
ERISA: The Class A Certificates are eligible for
purchase by ERISA plans.
Because the Offered Subordinated
Certificates are subordinated securities,
they will not satisfy the requirements of
certain prohibited transaction
exemptions. As a result, the purchase or
holding of any of the Offered
Subordinated Certificates by a Plan
Investor may constitute a non-exempt
prohibited transaction or result in the
imposition of excise taxes or civil
penalties.
SMMEA: The Class A and Class M-1 Certificates
are expected to constitute "mortgage
related securities" for purposes of the
Secondary Mortgage Market Enhancement Act
of 1984 ("SMMEA").
The Class M-2, Class B-1 and Class B-2
Certificates are not "mortgage related
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT FIRST UNION SECURITIES, INC. IMMEDIATELY.
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[LOGO] FIRST
UNION(R)
2
<PAGE>
securities" for purposes of SMMEA.
TAX STATUS: For federal income tax purposes, the Trust
Estate will be treated as one or more real
estate mortgage investment conduits (each, a
"REMIC"). The Class A, Class M and Class B
Certificates will constitute "regular
interests" in a REMIC for federal income tax
purposes. The Class R Certificates will be
treated as the sole class of "residual
interests" in each REMIC for federal income tax
purposes.
OPTIONAL TERMINATION: The Servicer may exercise its right to
repurchase all outstanding Contracts on or
after the date the aggregate principal balance
of the outstanding Contracts is less than 10%
of the aggregate of the original principal
balances of the Contracts.
EXPECTED PRICING SPEED: 200% MHP
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT FIRST UNION SECURITIES, INC. IMMEDIATELY.
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3
<PAGE>
STRUCTURE
CREDIT ENHANCEMENT: With respect to the Class A, Class M and
Class B-1 Certificates, credit enhancement is
provided by excess spread, subordinated
classes and a letter of credit issued by
GreenPoint Bank (the "Letter of Credit").
With respect to the Class B-2 Certificates,
credit enhancement is provided by a separate
letter of credit (the "Class B-2 Letter of
Credit"), also issued by GreenPoint Bank.
The primary credit support for the Class A
Certificates is the subordination of the
Class M-1, Class M-2, Class B-1, Class B-2,
and Class R Certificates, plus the Letter of
Credit; for the Class M-1 Certificates it is
the subordination of the Class M-2, Class B-
1, Class B-2 and Class R Certificates, plus
the Letter of Credit; for the Class M-2
Certificates it is the subordination of the
Class B-1, Class B-2 and Class R
Certificates, plus the Letter of Credit; and
for the Class B-1 Certificates it is the
subordination of the Class B-2 and Class R
Certificates, plus the Letter of Credit.
Credit support for the Class B-2 Certificates
consists of the Class B-2 Letter of Credit.
LETTER OF CREDIT: The initial amount of the Letter of Credit
will be equal to 0.5% of the Cut-off Date
Pool Principal Balance. Thereafter, the
Letter of Credit Amount shall be the Initial
Letter of Credit Amount plus an amount equal
to any reduction in the Class B-2 Principal
Balance, less the amount of any payment under
the Letter of Credit, plus the amount of any
reimbursement to the Letter of Credit
Provider in respect of any principal draws
under the Letter of Credit; provided however
that the Letter of Credit Amount will be
subject to a maximum of 2% of the Cut-off
Date Pool Principal Balance ($6,800,000).
On any Distribution Date, the Draw Amount
shall equal the lesser of (a) the excess of
the amount distributable to the Class A,
Class M and Class B-1 Certificates in respect
of interest or principal on such Distribution
Date over the amount available for such
distribution on that date (other than from
the Letter of Credit) and (b) the Letter of
Credit Amount for such Distribution Date.
LETTER OF CREDIT FUNDING EVENT: If GreenPoint Bank is downgraded below "Baa2"
by Moody'sor "BBB" by Fitch, the Trustee
shall draw the entire Letter of Credit Amount
and deposit such amount into a reserve
account to provide enhancement for
distributions to the Certificates, other than
the Class B-2 Certificates.
CLASS B-2 LETTER OF CREDIT: The Class B-2 Letter of Credit issued by
GreenPoint Bank will be available to pay
principal and interest shortfalls on the
Class B-2 Certificates (such payments, "Class
B-2 Enhancement Payments").
LOSSES ON LIQUIDATED CONTRACTS: The losses on liquidated Contracts will be
allocated in the following order of priority:
(1) First, to the Class B-2 Certificates;
(2) Second, to the Class B-1 Certificates;
(3) Third, to the Class M-2 Certificates;
and
(4) Fourth, to the Class M-1 Certificates.
Class A Certificates will absorb losses pro
rata after all Class B and Class M
Certificates
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT FIRST UNION SECURITIES, INC. IMMEDIATELY.
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4
<PAGE>
have been written down to zero.
SERVICER ADVANCES: For any month, if the Servicer receives a payment
on a Contract that is less than the full scheduled
payment or receives no payment, the Servicer will
advance its own funds to cover any shortfalls in
payment of principal and interest due on the
Offered Certificates so long as the Servicer deems
such advances to be recoverable from future
collections on that Contract. However, advances
will not exceed the delinquent Contract payments.
DISTRIBUTIONS: The Amount Available on each Distribution Date will
generally equal to (i) the sum of (a) the Advance,
if any, for such Distribution Date and (b) the
amount on deposit in the Certificate Account as of
the close of business on the Deposit Date
representing collections received during such Due
Period less (ii) the sum of (a) any repossession
profits; (b) payments on Contracts that have been
repurchased by the Seller as a result of a breach
of a representation or warranty that are received
during or after the month of repurchase; (c) excess
Contract payments and any payments not required to
be distributed to the related Certificateholders on
the related Distribution Date; (d) reimbursements
to the Servicer in the amount of expenses incurred
in connection with the liquidation of any Contracts
and certain taxes and insurance premiums advanced
by the Servicer in respect of the Manufactured
Homes; (e) reimbursement to the Servicer for
Nonrecoverable Advances; and (f) 1/12 of the 1.00%
(the servicing fee). The Class A, Class M, and
Class B-1 Certificates will be entitled to payments
under the Letter of Credit. The Class B-2
Certificates will be entitled to payments under the
Class B-2 Letter of Credit.
INTEREST: With respect to any Distribution Date, the Interest
Period for each of the Offered Certificates with
the exception of Class A-1 shall be the period from
the first day of the calendar month preceding the
month of such Distribution Date through the last
day of such calendar month.
For the Class A-1 Certificates, with respect to the
April 20, 2000 Distribution Date, the Interest
Period shall be the period from the Closing Date to
(but excluding) such Distribution Date. With
respect to any subsequent Distribution Date, the
Interest Period for the Class A-1 Certificates
shall be the period from the preceding Distribution
Date to (but excluding) such Distribution Date.
The "Interest Distribution Amount" means, with
respect to any Class of Certificates, (i) interest
accrued on such Class during the related Interest
Period at the then applicable Pass-Through Rate on
the Certificate Principal Balance with respect to
the Class A Certificates or the Adjusted
Certificate Principal Balance with respect to the
Class M and Class B Certificates of such Class
immediately prior to that Distribution Date, plus
(ii) any previously undistributed shortfalls in
interest due to the Certificateholders of that
Class in respect of prior Distribution Dates, plus,
to the extent legally permissible, interest accrued
on any such shortfalls during the related Interest
Period at the then applicable Pass-Through Rate.
The "Available Funds Pass-Through Rate" for any
Distribution Date will be a rate per annum equal to
the weighted average of the Net Contract Rates on
the then outstanding Contracts. The Net Contract
Rate on any Contract is equal to the then
applicable Contract Rate thereon, minus the Expense
Fee Rate, which is equal to the servicing fee rate.
Each Class of the Offered Certificates, with the
exception of Class A-1, will bear interest at a
fixed Pass-Through Rate calculated on a 30/360
basis. The Class A-1 Certificates will accrue
interest based on LIBOR plus a margin calculated on
an actual/360 basis.
PRINCIPAL: After the Cross-over Date and so long as the
Principal Distribution Tests are met,
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT FIRST UNION SECURITIES, INC. IMMEDIATELY.
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5
<PAGE>
generally, principal will be distributed pro rata
among the Class A, Class M-1, Class M-2 and Class
B Certificates. Principal will be distributed
sequentially to Class B-1 and Class B-2, in
numerical order, until each respective class is
retired.
Prior to the Cross-over Date or on any
Distribution Date as of which the Principal
Distribution Tests are not met, principal will be
allocated solely to the Class A Certificates as
long as the aggregate Certificate Principal
Balance of Class A Certificates has not been
reduced to zero.
Principal distributions to Class A Certificates
will be allocated first to pay the Class A-5
Lockout Pro Rata Principal Distribution Amount to
Class A-5, and then sequentially to the other
Class A Certificates, in numerical order, until
each such class is retired.
Distributions will be made on each Distribution
Date to holders of record on the related record
date. Distributions on a Class of Certificates
will be allocated among the Certificates of such
Class in proportion to their respective percentage
interests.
The "Formula Principal Distribution Amount" in
respect of a Distribution Date equals the sum of
(i) all scheduled payments of principal due on
each outstanding Contract during the Collection
Period preceding the month in which the
Distribution Date occurs, (ii) the Scheduled
Principal Balance of each Contract which, during
the Collection Period preceding the month of such
Distribution Date, was purchased by GreenPoint
pursuant to the Pooling and Servicing Agreement on
account of certain breaches of its representations
and warranties, (iii) all partial prepayments of
principal on the Contracts received during such
preceding Collection Period, (iv) the Scheduled
Principal Balance of each Contract that was
prepaid in full during such preceding Collection
Period, (v) the Scheduled Principal Balance of
each Contract that became a liquidated Contract
during such preceding Collection Period, (vi) the
aggregate of all non-cash reductions in the
Scheduled Principal Balance of the Contracts
during such proceeding Collection Period whether
by bankruptcy or other similar proceeding or other
adjustment by the Servicer in the normal course of
its servicing activities, and (vii) any previously
undistributed shortfalls in the amounts in clauses
(i) through (vi) in respect of the prior
Distribution Dates (other than any such shortfall
with respect to which an Enhancement Payment has
been made to the Class B-2 Certificateholders).
CLASS A-5 LOCKOUT PRO
RATA PRINCIPAL
DISTRIBUTION AMOUNT: The Class A-5 Lockout Pro Rata Principal
Distribution Amount is an amount equal to the
product of (1) the Class A-5 Lockout Percentage,
and (2) the product of (A) a fraction, the
numerator of which is the Class A-5 Certificate
Principal Balance immediately preceding such
Distribution Date and the denominator of which is
the aggregate Class A Certificate Principal
Balance immediately preceding such Distribution
Date, and (B) the Class A Formula Principal
Distribution Amount for such Distribution Date.
The Class A-5 Lockout Percentage as to any
Distribution Date occurring during the periods set
forth below, is the percentage designated as such
as follows:
<TABLE>
<CAPTION>
Class A-5 Lockout
Distribution Date Percentage
----------------- ----------
<S> <C>
April 2000 - March 2003 0%
April 2003 - March 2004 45%
April 2004 - March 2005 80%
April 2005 - March 2006 100%
April 2006 and thereafter 300%
</TABLE>
PRIORITY OF
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THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
DISCLAIMER, PLEASE CONTACT FIRST UNION SECURITIES, INC. IMMEDIATELY.
- --------------------------------------------------------------------------------
6
<PAGE>
DISTRIBUTIONS: On each Distribution Date the Available
Distribution Amount plus (i) with respect to
clauses 1 through 9 below, draws under the Letter
of Credit and (ii) with respect to clauses 11 and
12 below, draws under the Class B-2 Letter of
Credit, will be distributed in the following
amounts and in the following order of priority:
(1) first, to each class of the Class A
Certificates, the related Interest
Distribution Amount pro rata among the Class
A Certificates for such Distribution Date;
(2) second, to the Class M-1 Certificates, the
related Interest Distribution Amount for such
Distribution Date;
(3) third, to the Class M-2 Certificates, the
related Interest Distribution Amount for such
Distribution Date;
(4) fourth, to the Class A Certificates, the
related Unpaid Principal Shortfall Amount, if
any, for such Distribution Date;
(5) fifth, to the Class A Certificates, the Class
A Formula Principal Distribution Amount until
the Certificate Principal Balance of each
such Class is reduced to zero;
(6) sixth, to the Class M-1 Certificates, (a)
first, Liquidation Loss Interest Amount to
the Class M-1 Certificates, (b) second,
Unpaid Liquidation Loss Interest Shortfall
for the Class M-1 Certificates, (c) third,
Unpaid Certificate Principal Shortfall for
the Class M-1 Certificates and (d) fourth,
Class M-1 Formula Principal Distribution
Amount until the Class M-1 Certificate
Principal Balance is reduced to zero;
(7) seventh, to the Class M-2 Certificates, (a)
first, Liquidation Loss Interest Amount to
the Class M-2 Certificates, (b) second,
Unpaid Liquidation Loss Interest Shortfall
for the Class M-2 Certificates, (c) third,
Unpaid Certificate Principal Shortfall for
the Class M-2 Certificates and (d) fourth,
Class M-2 Formula Principal Distribution
Amount until the Class M-2 Certificate
Principal Balance is reduced to zero;
(8) eighth, to the Class B-1 Certificates, the
related Interest Distribution Amount for such
Distribution Date;
(9) ninth, to the Class B-1 Certificates, (a)
first, Liquidation Loss Interest Amount to
the Class B-1 Certificates, (b) second,
Unpaid Liquidation Loss Interest Shortfall
for the Class B-1 Certificates, (c) third,
Unpaid Certificate Principal Shortfall for
the Class B-1 Certificates and (d) fourth,
Class B-1 Formula Principal Distribution
Amount until the Class B-1 Certificate
Principal Balance is reduced to zero;
(10) tenth, to GreenPoint Bank as Letter of Credit
Provider, an amount equal to any unreimbursed
Enhancement Payments;
(11) eleventh, to the Class B-2 Certificates, the
related Interest Distribution Amount for such
Distribution Date;
(12) twelfth, to the Class B-2 Certificates, (a)
first, Liquidation Loss Interest Amount to
the Class B-2 Certificates, (b) second,
Unpaid Liquidation Loss Interest Shortfall
for the Class B-2 Certificates, (c) third,
Unpaid Certificate Principal Shortfall for
the Class B-2 Certificates and (d) fourth,
Class B-2 Formula Principal Distribution
Amount until the Class B-2 Certificate
Principal Balance is reduced to zero;
(13) thirteenth, to GreenPoint Bank as Class B-2
Letter of Credit Provider, an amount equal to
any unreimbursed Class B-2 Enhancement
Payments; and
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7
<PAGE>
(14) finally, any remainder to the Class R
Certificates.
CROSS-OVER DATE: The later to occur of (a) the Distribution Date
occurring in April 2004 or (b) the first
Distribution Date on which the percentage
equivalent of a fraction (which shall not be
greater than 1) the numerator of which is the
Adjusted Certificate Principal Balance of the
Subordinated Certificates for such Distribution
Date, and the denominator of which is the Pool
Scheduled Principal Balance on such Distribution
Date, equals or exceeds 1.5 times the percentage
equivalent of a fraction (which shall not be
greater than 1) the numerator of which is the
initial aggregate Adjusted Certificate Principal
Balance of the Subordinated Certificates, and the
denominator of which is the Pool Scheduled
Principal Balance on the Cut-off Date.
PRINCIPAL DISTRIBUTION
TEST: The Average Sixty-Day Delinquency Ratio is less
than or equal to [6.0]%, the Current Realized Loss
Ratio is less than or equal to [3.5]%; and the
Cumulative Realized Losses are less than or equal
to the percentage of the Cut-off Date Pool
Scheduled Principal Balance set forth below:
[7.50]% April 2004 through March 2005,
[8.50]% April 2005 through March 2006,
[9.50]% April 2006 through March 2007,
[11.00]% April 2007 through March 2008, and
[11.00]% thereafter.
The "Average Sixty-Day Delinquency Ratio" for a
Distribution Date is the arithmetic mean of the
Sixty-Day Delinquency Ratio for such Distribution
Date and the two preceding Distribution Dates.
"Sixty-Day Delinquency Ratio" means, with respect
to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is the
aggregate unpaid principal balance of all
Contracts that were delinquent 60 or more days as
of the end of the related Collection Period
(including Contracts in respect of which the
related manufactured homes have been repossessed
but are still in inventory), and the denominator
of which is the Pool Balance as of the end of such
Collection Period.
"Current Realized Loss Ratio" means, with respect
to any Distribution Date, a fraction, expressed as
a percentage, the numerator of which is aggregate
of Realized Losses as of such Distribution Date
and each of the two immediately preceding
Distribution Dates, multiplied by four, and the
denominator of which is the arithmetic average of
the Pool Balance as of the third preceding
Distribution Date and the Pool Balance as of such
Distribution Date.
"Cumulative Realized Losses" means, with respect
to any Distribution Date, the sum of Realized
Losses with respect to such Distribution Date and
each preceding Distribution Date.
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8
<PAGE>
THE CONTRACT POOL
THE CONTRACT POOL: On the Closing Date, the Trust expects to purchase
a pool of fixed rate manufactured housing
contracts (the "Contracts") having an aggregate
principal balance of approximately $340,000,000.
The Cut-off Date for the Contracts will be
February 29, 2000. The characteristics of the
Contracts are presented below are based on data as
of January 31, 2000 (the "Contract Statistical
Calculation Date"). In addition, there will be one
payment due on the Contracts between the Contract
Statistical Calculation Date and the actual Cut-
off Date. As a result, the principal balance of
the Contracts will be lower upon inclusion in the
Trust Fund than the principal balance of the
Contracts set forth herein. It is possible that
the final pool of Contracts as of the Cut-off Date
will contain fewer or more contracts than as of
the Contract Statistical Calculation Date. The
characteristics of the Contracts as of the Cut-off
Date are not expected to differ materially from
those determined as of the Contract Statistical
Calculation Date.
Aggregate Principal Balance of Contracts: $353,959,295.26
Number of Contracts: 7,928
Avg. Remaining Principal Balance: $ 44,646.73
Wtd. Avg. Contract Rate: 10.25%
Range of Contract Rates: 6.00% - 17.75%
Wtd. Avg. Original Maturity: 329 mos.
Range of Original Maturity: 18-362 mos.
Wtd. Avg. Remaining Maturity: 327 mos.
Range of Remaining Maturity: 17-360 mos.
Wtd. Avg. LTV: 88.17%
New/Used: 87.1%/12.9%
- --------------------------------------------------------------------------------
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9
<PAGE>
GEOGRAPHIC DISTRIBUTION OF PROPERTY LOCATION OF CONTRACTS
<TABLE>
<CAPTION>
% of Contracts
Number Scheduled Principal Pool By Scheduled
State of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
ALABAMA 383 15,445,205.77 4.36%
ARIZONA 227 9,779,331.86 2.76%
ARKANSAS 234 9,240,927.75 2.61%
CALIFORNIA 74 2,583,747.59 0.73%
COLORADO 160 6,506,596.49 1.84%
DELAWARE 16 737,370.33 0.21%
FLORIDA 407 21,475,273.94 6.07%
GEORGIA 694 34,308,258.39 9.69%
IDAHO 37 1,865,934.77 0.53%
ILLINOIS 130 5,515,187.15 1.56%
INDIANA 222 9,620,898.48 2.72%
IOWA 42 1,522,121.23 0.43%
KANSAS 85 3,976,288.95 1.12%
KENTUCKY 285 11,562,464.21 3.27%
LOUISIANA 185 7,368,814.71 2.08%
MAINE 39 1,860,891.59 0.53%
MARYLAND 14 343,817.96 0.10%
MASSACHUSETTS 2 135,428.15 0.04%
MICHIGAN 266 12,717,549.41 3.59%
MINNESOTA 72 2,598,708.29 0.73%
MISSISSIPPI 182 6,191,546.02 1.75%
MISSOURI 149 6,389,520.80 1.81%
MONTANA 36 1,706,404.10 0.48%
NEBRASKA 41 2,050,801.65 0.58%
NEVADA 56 2,430,140.65 0.69%
NEW HAMPSHIRE 31 1,439,589.68 0.41%
NEW JERSEY 1 45,077.50 0.01%
NEW MEXICO 149 6,715,641.83 1.90%
NEW YORK 169 9,740,677.98 2.75%
NORTH CAROLINA 783 34,254,349.58 9.68%
NORTH DAKOTA 30 1,580,583.59 0.45%
OHIO 269 11,456,433.82 3.24%
OKLAHOMA 188 7,062,758.51 2.00%
OREGON 123 7,437,873.92 2.10%
PENNSYLVANIA 154 6,356,358.54 1.80%
SOUTH CAROLINA 149 5,953,156.64 1.68%
SOUTH DAKOTA 35 1,519,933.20 0.43%
TENNESSEE 249 10,519,799.29 2.97%
TEXAS 953 43,194,620.45 12.20%
UTAH 14 849,279.07 0.24%
VERMONT 33 2,229,268.53 0.63%
VIRGINIA 193 9,447,448.35 2.67%
WASHINGTON 103 5,923,944.53 1.67%
WEST VIRGINIA 174 6,429,768.17 1.82%
WISCONSIN 42 1,707,398.85 0.48%
</TABLE>
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10
<PAGE>
<TABLE>
<S> <C> <C> <C>
WYOMING 48 2,162,102.99 0.61%
---- -------------- ------
Total 7928 353,959,295.26 100.00%
</TABLE>
DISTRIBUTION OF ORIGINAL AMOUNTS OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Original Contract Number Scheduled Principal Pool By Scheduled
Amount (in Dollars)(1) of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
$ 0 - $ 5,000 6 25,788.24 0.01%
$ 5,001 - $ 7,500 44 283,713.62 0.08%
$ 7,501 - $ 10,000 128 1,129,247.18 0.32%
$ 10,001 - $ 12,500 193 2,151,467.86 0.61%
$ 12,501 - $ 15,000 206 2,813,557.34 0.79%
$ 15,001 - $ 17,500 190 3,077,445.91 0.87%
$ 17,501 - $ 20,000 220 4,105,000.07 1.16%
$ 20,001 - $ 22,500 248 5,271,478.37 1.49%
$ 22,501 - $ 25,000 288 6,838,762.35 1.93%
$ 25,001 - $ 27,500 354 9,321,741.30 2.63%
$ 27,501 - $ 30,000 387 11,153,893.24 3.15%
$ 30,001 - $ 32,500 364 11,321,520.66 3.20%
$ 32,501 - $ 35,000 383 12,934,116.46 3.65%
$ 35,001 - $ 40,000 764 28,662,351.67 8.10%
$ 40,001 - $ 45,000 643 27,362,402.34 7.73%
$ 45,001 - $ 50,000 642 30,489,085.72 8.61%
$ 50,001 - $ 55,000 594 31,161,877.26 8.80%
$ 55,001 - $ 60,000 518 29,717,367.78 8.40%
$ 60,001 - $ 65,000 403 25,135,627.61 7.10%
$ 65,001 - $ 70,000 343 23,013,050.50 6.50%
$ 70,001 - $ 75,000 238 17,237,453.22 4.87%
$ 75,001 - $ 80,000 217 16,777,579.71 4.74%
$ 80,001 - $ 85,000 109 8,982,259.40 2.54%
Over $85,000 446 44,992,507.45 12.71%
---- -------------- ------
Total (1) 7928 353,959,295.26 100.00%
</TABLE>
(1) The largest original Contract amount is $175,926.64. The Scheduled Balance
of this Contract represents 0.05% of the Pool Scheduled Principal Balance.
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11
<PAGE>
CONTRACT RATES OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number Scheduled Principal Pool By Scheduled
Contract Rate of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
6.00 - 6.24 4 183,985.00 0.05%
6.25 - 6.49 19 997,626.84 0.28%
6.50 - 6.74 13 779,784.66 0.22%
6.75 - 6.99 128 7,267,222.03 2.05%
7.00 - 7.24 68 4,164,107.19 1.18%
7.25 - 7.49 308 18,011,184.61 5.09%
7.50 - 7.74 346 22,154,774.08 6.26%
7.75 - 7.99 113 8,118,019.57 2.29%
8.00 - 8.24 179 13,824,103.82 3.91%
8.25 - 8.49 222 16,593,731.33 4.69%
8.50 - 8.74 314 23,275,671.50 6.58%
8.75 - 8.99 141 8,071,808.88 2.28%
9.00 - 9.24 87 5,298,923.86 1.50%
9.25 - 9.49 124 6,605,547.51 1.87%
9.50 - 9.74 212 12,782,798.22 3.61%
9.75 - 9.99 272 15,390,463.95 4.35%
10.00 - 10.24 454 23,379,691.08 6.61%
10.25 - 10.49 100 4,937,025.22 1.39%
10.50 - 10.74 420 20,455,267.89 5.78%
10.75 - 10.99 317 14,362,132.78 4.06%
11.00 - 11.24 260 12,417,599.93 3.51%
11.25 - 11.49 281 10,804,294.67 3.05%
11.50 - 11.74 171 6,713,324.43 1.90%
11.75 - 11.99 283 10,462,086.01 2.96%
12.00 - 12.24 341 13,600,716.32 3.84%
12.25 - 12.49 320 11,554,609.73 3.26%
12.50 - 12.74 160 5,612,149.88 1.59%
12.75 - 12.99 111 3,691,042.09 1.04%
13.00 - 13.24 125 4,272,342.90 1.21%
13.25 - 13.49 247 7,942,340.24 2.24%
13.50 - 13.74 186 5,793,955.45 1.64%
13.75 - 13.99 146 4,633,872.84 1.31%
14.00 - 14.24 154 4,170,123.96 1.18%
14.25 - 14.49 208 4,547,641.41 1.28%
14.50 - 14.74 160 3,804,598.33 1.07%
14.75 - 14.99 110 2,321,250.08 0.66%
15.00 - 15.24 241 4,481,789.08 1.27%
15.25 - 15.49 155 3,021,765.06 0.85%
15.50 - 15.74 126 2,416,628.89 0.68%
15.75 - 15.99 36 826,868.29 0.23%
16.00 - 16.24 54 792,459.05 0.22%
16.25+ 212 3,423,966.60 0.97%
---- -------------- ------
Total 7928 353,959,295.26 100.00%
</TABLE>
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12
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number Scheduled Principal Pool By Scheduled
Loan-to-Value Ratio (1) of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
0.01 - 50.49 74 1,616,690.23 0.46%
50.50 - 60.49 67 1,816,774.87 0.51%
60.50 - 70.49 163 6,588,702.22 1.86%
70.50 - 80.49 741 30,353,988.23 8.58%
80.50 - 85.49 718 34,598,041.33 9.77%
85.50 - 90.49 2984 125,875,344.42 35.56%
90.50 - 95.49 3056 148,981,108.26 42.09%
Greater than 95.49 125 4,128,645.70 1.17%
---- -------------- ------
Total 7928 353,959,295.26 100.00%
</TABLE>
_____________________
(1) Rounded to the nearest 1%.
REMAINING MONTHS TO MATURITY OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number Scheduled Principal Pool By Scheduled
Months Remaining of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
0 - 30 3 13,492.63 0.00%
31 - 60 47 414,116.72 0.12%
61 - 90 78 950,390.33 0.27%
91 - 120 326 4,913,847.39 1.39%
121 - 150 91 1,305,662.73 0.37%
151 - 180 749 15,163,804.62 4.28%
181 - 210 5 156,804.74 0.04%
211 - 240 1232 38,233,724.63 10.80%
241 - 270 6 225,240.14 0.06%
271 - 300 726 31,653,318.87 8.94%
301 - 360 4665 260,928,892.46 73.72%
---- -------------- ------
Total 7928 353,959,295.26 100.00%
</TABLE>
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13
<PAGE>
YEARS OF ORIGINATION OF CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number Scheduled Principal Pool By Scheduled
Year of Origination of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
1998 2 139,228.45 0.04%
1999 5284 239,458,232.99 67.65%
2000 2642 114,361,833.82 32.31%
---- -------------- ------
Total 7928 353,959,295.26 100.00%
</TABLE>
NEW / USED CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number Scheduled Principal Pool By Scheduled
New/Used of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
Used 1908 45,694,882.43 12.91%
New 6020 308,264,412.83 87.09%
---- -------------- ------
Total 7928 353,959,295.26 100.00%
</TABLE>
LAND HOME / CONVENTIONAL CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number Scheduled Principal Pool By Scheduled
Land/Home Conventional of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
Conventional 6681 259,882,043.03 73.42%
Land/Home 1247 94,077,252.23 26.58%
---- -------------- ------
Total 7928 353,959,295.26 100.00%
</TABLE>
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14
<PAGE>
STEP RATE CONTRACTS
<TABLE>
<CAPTION>
% of Contract
Number Scheduled Principal Pool By Scheduled
Step Rate of Contracts Balance Outstanding Principal Balance
<S> <C> <C> <C>
Non-Step Rate 6527 278,123,890.14 78.58%
RS1/(1)/ 18 968,743.45 0.27%
RS2/(2)/ 9 444,443.40 0.13%
RS3/(3)/ 1374 74,422,218.27 21.03%
---- -------------- ------
Total 7928 353,959,295.26 100.00%
</TABLE>
_____________________________
(1) The Contract Rates for these Contracts increase by 251 basis points in the
thirteenth month after origination.
(2) The Contract Rates for these Contracts increase by 226 basis points in the
thirteenth month after origination.
(3) The Contract Rates for these Contracts increase by 125 basis points in the
thirteenth month after origination and by an additional 125 basis points in
the twenty-fifth month after origination.
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15
<PAGE>
MHP Prepayment Sensitivities
<TABLE>
<CAPTION>
0% MHP 150% MHP 175% MHP
------ -------- --------
WAL Maturity WAL Maturity WAL Maturity
<S> <C> <C> <C> <C> <C> <C>
To Call
Class A-1 7.94 10/13 1.26 7/02 1.12 4/02
Class A-2 17.98 11/22 4.07 4/07 3.44 9/05
Class A-3 23.43 5/24 8.23 7/09 6.47 10/07
Class A-4 27.10 10/28 15.14 3/19 13.35 6/17
Class A-5 12.91 10/28 7.80 3/19 7.45 6/17
Class M-1 23.99 10/28 11.25 3/19 10.31 6/17
Class M-2 23.99 10/28 11.25 3/19 10.31 6/17
Class B-1 20.20 9/23 6.48 4/09 6.03 7/08
Class B-2 26.77 10/28 14.75 3/19 13.44 6/17
To Maturity
Class A-1 7.94 10/13 1.26 7/02 1.12 4/02
Class A-2 17.98 11/22 4.07 4/07 3.44 9/05
Class A-3 23.43 5/24 8.23 7/09 6.47 10/07
Class A-4 27.29 3/30 16.39 3/30 14.61 3/30
Class A-5 12.91 12/29 7.81 12/29 7.46 11/29
Class M-1 24.09 3/30 11.90 3/30 11.01 3/30
Class M-2 24.09 3/30 11.90 3/30 11.01 3/30
Class B-1 20.20 9/23 6.48 4/09 6.03 7/08
Class B-2 26.94 3/30 15.87 3/30 14.67 3/30
0% MHP 150% MHP 175% MHP
------ -------- --------
WAL Maturity WAL Maturity WAL Maturity
<S> <C> <C> <C> <C> <C> <C>
To Call
Class A-1 1.00 2/02 0.84 10/01 0.78 8/01
Class A-2 2.99 8/04 2.45 8/03 2.26 4/03
Class A-3 5.09 12/05 3.69 2/04 3.36 10/03
Class A-4 11.64 11/15 8.74 4/13 7.57 3/12
Class A-5 7.12 11/15 6.59 4/13 6.36 3/12
Class M-1 9.61 11/15 8.51 4/13 8.06 3/12
Class M-2 9.61 11/15 8.51 4/13 8.06 3/12
Class B-1 5.80 1/08 5.46 5/07 5.34 1/07
Class B-2 12.40 11/15 10.74 4/13 10.06 3/12
To Maturity
Class A-1 1.00 2/02 0.84 10/01 0.78 8/01
Class A-2 2.99 8/04 2.45 8/03 2.26 4/03
Class A-3 5.09 12/05 3.69 2/04 3.36 10/03
Class A-4 12.86 3/30 9.78 3/30 8.49 3/30
Class A-5 7.13 11/29 6.60 7/29 6.38 2/29
Class M-1 10.37 3/30 9.34 3/30 8.92 3/30
Class M-2 10.37 3/30 9.34 3/30 8.92 3/30
Class B-1 5.80 1/08 5.46 5/07 5.34 1/07
Class B-2 13.72 3/30 12.18 3/30 11.54 3/30
</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. 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 securities 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 securities may not be sold nor may an offer to buy be
accepted prior to the delivery of a final prospectus relating to the securities.
The above preliminary description of the underlying assets has been provided by
the issuer and has not been independently verified by First Union
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16
<PAGE>
Securities, Inc. All information described above is preliminary, limited in
nature and subject to completion or amendment. First Union Securities, Inc.
makes no representations that the above referenced security will actually
perform as described in any scenario presented.
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17
