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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: July 20, 2000
(Date of earliest event reported)
FIRST HORIZON ASSET SECURITIES INC.
(Exact name of Registrant as specified in its charter)
Delaware 333-74467 75-2808384
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
4000 Horizon Way
Irving, Texas 75063
(Address of Principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 441-4000
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Item 5. Other Events.
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Reference is hereby made to the Registrant's Registration Statement on
Form S-3 (File No. 333-74467) filed with the Securities and Exchange Commission
(the "Commission") on March 16, 1999, as amended by Amendment No. 1 thereto
filed with the Commission on May 21, 1999, as further amended by Amendment No. 2
thereto filed with the Commission on July 6, 1999, as further amended by
Amendment No. 3 thereto filed with the Commission on December 20, 1999, and as
further amended by Amendment No. 4 thereto filed with the Commission on January
21, 2000 (as so amended, the "Registration Statement"), pursuant to which the
Registrant registered $1,500,000,000 aggregate principal amount of its mortgage
pass-through certificates, issuable in various series, for sale in accordance
with the provisions of the Securities Act of 1933, as amended. Reference is also
hereby made to the Prospectus and the related Prospectus Supplement
(collectively, the "Prospectus"), which will be filed with the Commission
pursuant to Rule 424(b)(5), with respect to the Registrant's Mortgage Pass-
Through Certificates, Series 2000-3 (the "Offered Securities").
The Registrant is filing this Current Report on Form 8-K to provide
prospective investors with certain materials which constitute "Computational
Materials" within the meaning of the no-action letter dated May 20, 1994 issued
by the Division of Corporation Finance of the Commission to Kidder, Peabody
Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder
Structured Asset Corporation and the no-action letter dated May 27, 1994 issued
by the Division of Corporation Finance of the Commission to the Public
Securities Association (together, the "Kidder Letters"), the filing of which
materials is a condition of the relief granted in such letters (such materials
being the "Computational Materials"). The Computational Materials were prepared
solely by Goldman, Sachs & Co. in connection with the offering of the Offered
Securities, and the Registrant did not prepare or participate in the preparation
of the Computational Materials. The Computational Materials are being filed
with the Commission simultaneously herewith under cover of Form SE.
The assumptions used in preparing the Computational Materials were
based upon a preliminary compilation of the underlying collateral and the
estimated principal amount and other features of the Offered Securities. The
actual features of the Offered Securities and a detailed description of the
final constituency of the underlying collateral are set forth in the Prospectus.
Due to the preliminary nature of the collateral and security
information used in preparing the Computational Materials, no assurance can be
given as to either the Computational Materials' or the underlying assumptions'
accuracy, appropriateness or completeness in any particular context; nor can
assurance be given as to whether the Computational Materials and/or the
assumptions upon which they are based reflect present market conditions or
future market performance. These Computational Materials should not be construed
as either projections or predictions or as legal, tax, financial or accounting
advice.
Any yields or weighted average lives shown in the Computational
Materials are based on prepayment assumptions, and changes in such prepayment
assumptions may dramatically affect such yields or weighted average lives. In
addition, it is possible that prepayments on the collateral will occur at rates
slower or faster than the rates shown in the attached Computational Materials.
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Furthermore, unless otherwise provided, the Computational Materials assume
no losses on the collateral and no interest shortfall. The specific
characteristics of the Offered Securities may differ from those shown in the
Computational Materials due to differences between the actual collateral and the
hypothetical collateral used in preparing the Computational Materials. As noted
above, the principal amount and designation of any security described in the
Computational Materials are subject to change prior to issuance.
Please be advised that mortgage-backed securities may not be appropriate
for all investors. Potential investors must be willing to assume, among other
things, market price volatility, mortgage prepayments, yield curve and interest
rate risks. Investors should make every effort to consider the risks of these
securities.
Any statement or information contained in the Computational Materials 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.
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Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant as of the date first written above has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
FIRST HORIZON ASSET SECURITIES INC.
By: /s/ Wade Walker
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Wade Walker
Senior Vice President - Asset
Securitization
Dated: July 20, 2000
