<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
================================================================================
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 1999
-------------------------------
FIRST SECURITY AUTO OWNER TRUST 1999-2
--------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
United States of America 333-70003 87-6244072
- ---------------------------------------------- ------------------------ -----------------------------------
(State or other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. employer Identification No.)
</TABLE>
79 South Main Street
Salt Lake City, Utah 84111
(Address of principal executive offices)
----------------------------------------
Registrant's telephone number, including area code: 801-246-5976
Page 1 of 4
Exhibit Index appears on Page 4
================================================================================
<PAGE>
Item 5. Other Events
------------
On May 24, 1999, the registrant made available to prospective
investors a series term sheet setting forth a description of the collateral pool
and the proposed structure of $199,000,000.00 aggregate principal amount of
Class A-1 ___% Asset Backed Notes, $232,000,000.00 aggregate principal amount of
Class A-2 ___% Asset Backed Notes, $276,000,000.00 aggregate principal amount of
Class A-3 ___% Asset Backed Notes, $273,733,000.00 aggregate principal amount of
Class A-3 ___% Asset Backed Notes and $51,618,000.00 aggregate principal amount
of Class B ___% Asset Backed Notes of First Security Auto Owner Trust 1999-2.
The term sheet is attached hereto as Exhibit 99.
Exhibit 99 The following is filed as an Exhibit to this Report under Exhibit
99.
Term Sheet dated May 24, 1999, with respect to the proposed
issuance of the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes and Class B Notes of First Security Auto
Owner Trust 1999-2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FIRST SECURITY AUTO OWNER TRUST 1999-2
(Registrant)
Dated: May 24, 1999 By: First Security Bank, N.A., as
Servicer
By:___________________________________
Name:
Title:
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibit Number Exhibit Numbered Page
- ---------------- ----------------------------------- ---------------
99 Term Sheet dated as of May 24, 1999 5
<PAGE>
TERM SHEET DATED MAY 24, 1999
- -----------------------------
$1,032,351,000.00
$199,000,000.00-Class A-1 ___% Asset Backed Notes
$232,000,000.00-Class A-2 ___% Asset Backed Notes
$276,000,000.00-Class A-3 ___% Asset Backed Notes
$273,733,000.00-Class A-4 ___% Asset Backed Notes
$51,618,000.00-Class B ___% Asset Backed Notes
First Security(R) Auto Owner Trust 1999-2
Issuer
First Security Bank(R), N.A.
Seller and Servicer
Attached is a preliminary term sheet (the "Term Sheet") describing the
structure, collateral pool and certain aspects of the First Security(R) Auto
Owner Trust 1999-2 (the "Trust"). The information contained in the attached
Term Sheet is referred to as the "Information".
The attached Term Sheet has been prepared with the cooperation of First Security
Bank, N.A. (the "Bank"). Neither the underwriters, nor any of their affiliates,
makes any representation as to the accuracy or completeness of the Information.
The description of the collateral pool and other Information contained herein is
preliminary and will be superseded by a final prospectus and prospectus
supplement and by any other information subsequently filed with the Securities
and Exchange Commission. In addition, the attached Term Sheet supersedes any
prior term sheet.
The Information addresses only certain aspects of the applicable security's
characteristics and thus does not provide a complete assessment. As such, the
Information may not reflect the impact of all structural characteristics of the
security. The assumptions underlying the Information, including structure and
collateral, may be modified from time to time to reflect changed circumstances.
Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, a final prospectus supplement relating
to the securities discussed in this communication has not been filed with the
Securities and Exchange Commission. A final prospectus supplement will be filed
after the securities have been priced and all of the terms and information are
finalized. This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
discussed in this communication in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication ("Offering
Documents") for definitive Information on any matter discussed in this
communication. Any investment decision should be based on the data in the
Offering Documents and the then current version of the Information. Offering
Documents contain data that is current as of their publication dates and after
publication may no longer be complete or current. A final prospectus and
prospectus supplement may be obtained by contacting Credit Suisse First Boston
at (212) 325-2000.
Sales of the securities to be offered by the Trust may not be consummated unless
the purchaser has received the Offering Documents. The securities to be offered
by the Trust under the Offering Documents have not been approved or disapproved
by the Commission or any state securities commission; any representation to the
contrary is a criminal offense.
Underwriters of the Class A Notes
Credit Suisse First Boston
First Security Capital Markets, Inc.
J.P. Morgan & Co.
Lehman Brothers
Underwriters of the Class B Notes
Credit Suisse First Boston First Security Capital Markets, Inc.
<PAGE>
First Security(R) Auto Owner Trust 1999-2
First Security Bank(R), N.A., Seller and Servicer
Term Sheet Dated May 24,1999
Capitalized terms used below which are not defined have the meanings specified
in the Base Prospectus of First Security Bank(R), N.A. Dated January 20, 1999
and pertaining to First
Security(R) Auto Owner Trusts. A copy of such Prospectus is
available from the Securities and Exchange Commission and by contacting
Credit Suisse First Boston at (212) 325-2000.
Issuer....................... First Security Auto Owner Trust 1999-2 (the
"Trust" or the "Issuer").
Indenture Trustee............ The Chase Manhattan Bank will act as
the Indenture Trustee.
Owner Trustee................ Wilmington Trust Company will act as the Owner
Trustee.
The Notes.................... The Notes offered hereby are:
1) Class A-1 ___% Asset Backed Notes in the
aggregate principal amount of $199,000,000.
2) Class A-2 ___% Asset Backed Notes in the
aggregate principal amount of $232,000,000.
3) Class A-3 ___% Asset Backed Notes in the
aggregate principal amount of $276,000,000.
4) Class A-4 ___% Asset Backed Notes in the
aggregate principal amount of $273,733,000.
5) Class B ___% Asset Backed Notes in the
aggregate principal amount of $51,618,000.
The Seller will retain a Class B Note in the
aggregate principal amount of $437.68, which
is not offered hereby.
Trust Property............... The principal property of the Trust will include,
among other things: (i) a pool of fixed rate
motor vehicle installment sale contracts and
installment loans; (ii) all monies due or
received thereunder on and after the Cutoff Date;
(iii) security interests in the Financed
Vehicles; and (iv) amounts on deposit in the
Trust Accounts, including the Reserve Account.
Terms of the Notes:
Distribution Dates........ The 15th day of each month (or, if such day is
not a business day, the next succeeding business
day), beginning June 15, 1999.
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<PAGE>
Interest.................. . The interest rate for each Class of Notes is
the fixed rate as specified on the cover page
of this Term Sheet. Interest will be payable
on all Notes on each Distribution Date.
. Interest on the Class A-1 Notes and the Class
A-2 Notes will be calculated on the basis of
the actual number of days elapsed from the
last Distribution Date and a 360-day year.
. Interest on the Class A-3 Notes, the Class A-
4 Notes and the Class B Notes will be
calculated on the basis of a 360-day year of
twelve 30-day months.
. Payments of interest on the Class B Notes are
subordinated to interest payments on the
Class A Notes as follows:
. On any Distribution Date, interest on
the Class B Notes will not be paid until
all accrued and unpaid interest on the
Class A Notes have been paid in full.
. After an acceleration of the Notes
following an Event of Default, or if any
Notes remain outstanding on or after the
applicable Final Scheduled Distribution
Date, no interest or principal will be
paid on the Class B Notes until all
principal and interest on the Class A
Notes has been paid in full.
Principal................. . Principal on the Notes will be payable on
each Distribution Date in an aggregate amount
based on the amount of principal collected on
the Receivables during the related Collection
Period. Such payments will be made, except as
provided below, as follows:
. first, 100% to the Class A-1 Notes until
the Class A-1 Notes are paid in full;
and
. second, approximately 93.8060% to the
Class A Notes until paid in full (all of
which shall be paid to the Class A-2
Notes until paid in full, then to the
Class A-3 Notes until paid in full and
then to the Class A-4 Notes until paid
in full) and approximately 6.1940% to
the Class B Notes until paid in full;
provided, however, that principal on the
Class B Notes will not be paid on any
Distribution Date until the amount of
principal payable on the Class A Notes
on such Distribution Date has been paid
in full; provided further that, so long
as any Class A Notes are outstanding, if
the amount in the Reserve Account (after
giving effect to all deposits or
withdrawals therefrom with respect to
such Distribution Date) is less than the
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<PAGE>
Specified Reserve Account Balance for
such Distribution Date, all amounts
otherwise payable as principal on the
Class B Notes will be paid as principal
on the Class A Notes.
. From and after the occurrence of a Gross Loss
Trigger Event, principal payments will be
made, except as provided below, as follows:
. first, to the Class A Notes until paid
in full (all of which shall be paid to
the Class A-1 Notes until paid in full,
then to the Class A-2 Notes until paid
in full, then to the Class A-3 Notes
until paid in full and then to the Class
A-4 Notes until paid in full); and
. second, to the Class B Notes until paid
in full.
"Cumulative Gross Losses" shall equal, on any
Distribution Date, the aggregate amount
allocable to principal of all Receivables
which have been designated as Liquidating
Receivables with respect to any Collection
Period ending prior to such Distribution
Date.
"Gross Loss Ratio" means, on any Distribution
Date, an amount expressed as a percentage,
equal to the quotient of (i) the Cumulative
Gross Losses as of such Distribution Date
divided by (ii) $1,032,351,437.68.
A "Gross Loss Trigger Event" shall occur if,
on any Distribution Date, the Gross Loss
Ratio exceeds 7.0%; provided, however, that a
Gross Loss Trigger Event will not occur after
the acceleration of the Notes following an
Event of Default or if any Notes remain
outstanding on or after the applicable Final
Scheduled Distribution Date.
. In addition to the above, payments of
principal on the Class B Notes are
subordinated to payments of interest and
principal on the Class A Notes such that
after an acceleration of the Notes following
an Event of Default or if any Notes remain
outstanding on or after the applicable Final
Scheduled Distribution Date:
. In lieu of the above, principal payments
will be made as follows:
. first, to the Class A Noteholders
ratably according to the amount due
and payable on each class until all
the Class A Notes have been paid in
full; and
-8-
<PAGE>
. second, to the Class B Noteholders
until the Class B Notes have been
paid in full.
. any amounts otherwise payable as
interest and principal on the Class B
Notes will be available to make payments
of principal on the Class A Notes.
Final Scheduled Distribution
Dates........................... The outstanding principal amount, if any, of
each class of Notes will be payable in full
on the date set forth below. If any class of
Notes is not repaid in full on or prior to
the applicable Final Scheduled Distribution
Date, an Event of Default will occur. In
addition, in such event, no interest or
principal will be paid on the Class B Notes
until all interest and principal have been
paid on the Class A Notes.
Notes Final Scheduled
----- ---------------
Distribution Date
-----------------
Class A-1 Notes June 2000 Distribution Date
Class A-2 Notes April 2002 Distribution
Date
Class A-3 Notes October 2003 Distribution
Date
Class A-4 Notes October 2006 Distribution
Date
Class B Notes October 2006 Distribution
Date
Redemption................... The Class A-4 Notes and the Class B Notes
will be redeemed in whole on any Distribution
Date if the Servicer exercises its option to
purchase from the Trust the Receivables and
other Trust Property. The Servicer may
exercise this option only if:
. the Aggregate Receivables Balance
declines to 10% or less of the Aggregate
Starting Receivables Balance;
. the aggregate of the Repurchase Amount
of the Receivables (other than
Liquidating Receivables) is greater than
or equal to the sum of the outstanding
principal balance of all Notes, plus
accrued and unpaid interest thereon; and
. the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes have been paid
in full.
The redemption price will be equal to the
unpaid principal amount of the Class A-4
Notes and the Class B Notes, plus accrued and
unpaid interest thereon.
Voting Rights................ If the Offering Documents specify certain
circumstances under which a specified
percentage in principal amount of the
outstanding Notes must consent, approve,
direct or request an action, such action
shall be valid only if such specified
percentage in principal amount of all
outstanding Class A Notes (or, if no Class A
Notes remain outstanding, all of the
outstanding Class B Notes) voting together as
a single class have voted to give such
consent, approval, direction, request or
notice or take such action.
-9-
<PAGE>
Any Notes held by the Seller will not be
deemed outstanding and shall be disregarded
when a vote is taken.
Subordination................... The Class B Notes are subordinated to the
Class A Notes. This provides additional
credit enhancement for the Class A Notes.
. No interest will be paid on the Class B
Notes on any Distribution Date until all
accrued and unpaid interest on the Class
A Notes has been paid in full.
. No principal will be paid on the Class B
Notes on any Distribution Date until all
principal payable on the Class A Notes
on such Distribution Date has been paid
in full.
. On any Distribution Date, if the amount
in the Reserve Account (after giving
effect to all deposits or withdrawals
therefrom with respect to such
Distribution Date) is less than the
Specified Reserve Account Balance, all
amounts otherwise payable as principal
on the Class B Notes will be paid as
principal on the Class A Notes.
. After the occurrence of a Gross Loss
Trigger Event,
. no principal will be paid on the
Class B Notes until all principal
owed on the Class A Notes has been
paid in full; and
. amounts otherwise payable as
principal on the Class B Notes will
be available to make payments of
principal on the Class A Notes.
. After an acceleration of the Notes
following an Event of Default or if any
of the Notes remain outstanding on and
after the applicable Final Scheduled
Distribution Date,
. no principal or interest will be
paid on the Class B Notes until all
principal and interest owed on the
Class A Notes has been paid in
full; and
. amounts otherwise payable as
interest and principal on the Class
B Notes will be available to make
payments of principal on the Class
A Notes.
Reserve Account................. Funds on deposit in the Reserve Account will
be available on each Distribution Date to
cover shortfalls in distributions of interest
and principal on the Notes due to
delinquencies and defaults on the
Receivables. Amounts in the Reserve Account
will also be available to pay servicing fees
and to make principal payments on the Final
Scheduled Distribution Date for each class of
Notes.
-10-
<PAGE>
The Reserve Account will be funded as
follows:
. On the Closing Date, the Seller will
deposit the Reserve Account Initial
Deposit of $25,808,785.94 into the
Reserve Account.
. On each Distribution Date, any
collections on the Receivables remaining
after providing for all required
payments to holders of the Notes, the
payment of the Total Servicing Fee and
reimbursement of Outstanding Advances
will be deposited in the Reserve
Account.
On each Distribution Date, any amount in the
Reserve Account in excess of the Specified
Reserve Account Balance will be paid to the
Certificateholders (which will initially be
the Seller). The Noteholders will have no
further rights to any amounts paid to the
Certificateholders from the Reserve Account.
The "Specified Reserve Account Balance" for
any Distribution Date will equal 4.5% of the
Aggregate Receivables Balance as of the last
day of the related Collection Period.
However, the Specified Reserve Account
Balance will be calculated as 9.0% of the
Aggregate Receivables Balance for any
Distribution Date (beginning on the September
1999 Distribution Date) on which the Average
Net Loss Ratio exceeds 1.50% or the Average
Delinquency Ratio exceeds 1.25%. In no event
will the Specified Reserve Account Balance be
less than the lesser of (i) $20,674,028.75
and (ii) the aggregate outstanding principal
amount of the Notes. We may change this
definition without your consent so long as
the change does not cause the ratings of the
Notes to be reduced or withdrawn.
Tax Status...................... As described in the Offering Documents, in
the opinion of Kirkland & Ellis, special tax
counsel to the Seller, the Trust will not be
classified as an association (or publicly
traded partnership) taxable as a corporation
and the Notes will be characterized as debt.
Prospective investors should consult their
own tax advisors to determine the federal,
state, local, and other tax consequences of
the purchase, ownership and disposition of
the Notes. Prospective investors should note
that no rulings have been or will be sought
from the Internal Revenue Service with
respect to any of the federal income tax
consequences discussed herein and no
assurance can be given that the Internal
Revenue Service will not take a contrary
position.
ERISA Considerations............ As described in the Offering Documents, the
Notes may be purchased by employee benefit
plans that are subject to the Employee
Retirement Income Security Act of 1974, as
amended, upon satisfaction of certain
conditions described therein. Any benefit
plan fiduciary considering a purchase of
Notes should, among other things, consult
with experienced legal counsel in determining
whether all required conditions have been
satisfied.
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<PAGE>
Legal Investment................ The Class A-1 Notes will be eligible
securities for purchase by money market funds
under paragraph (a)(9) of Rule 2a-7 under the
Investment Company Act of 1940, as amended.
Ratings......................... We will not issue the Notes unless (1) the
Class A-1 Notes are rated in the highest
short-term rating category, (2) the Class A-2
Notes, the Class A-3 Notes and the Class A-4
Notes are rated in the highest long-term
rating category and (3) the Class B Notes are
rated at least investment grade by at least
two nationally recognized statistical rating
agencies. After the Notes are issued, any
ratings may be lowered or withdrawn by the
applicable rating agencies.
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<PAGE>
The Receivables
Selection Criteria
Approximately 97.23% of the Aggregate Receivables Balance of Motor Vehicle
Loans were originated by the Seller through Dealers in the ordinary course of
the Seller's business and in accordance with Seller's underwriting standards;
the remainder of the Motor Vehicle Loans were made directly by the Seller to the
Obligors in accordance with the Seller's underwriting standards. The Seller
will warrant in the Agreement that all the Receivables have the following
individual characteristics, among others: (i) the obligation of the related
Obligor under each Receivable is secured by a security interest in either a new
or used automobile or light truck; (ii) each Receivable has a contractual
interest rate ("Contract Rate") of at least 7.5% and less than 30%; (iii) each
Receivable had a remaining maturity, as of April 25, 1999 (the "Cutoff Date"),
of not less than 6 months and not more than 84 months; (iv) each Receivable had
a remaining principal balance of not less than $100 and not more than $91,000 as
of the Cutoff Date; (v) no Receivable was more than 29 days past due as of the
Cutoff Date; (vi) no Financed Vehicle had been repossessed as of the Cutoff
Date; (vii) each Receivable is a Simple Interest Receivable (as described
below); (viii) the Dealer of the Financed Vehicle, if any, has no participation
in, or other right to receive, any proceeds of the Receivable and (ix) each
Receivable was originated on or after July 28, 1992. No procedures adverse to
Noteholders were used by the Seller in selecting the Receivables to be
transferred to the Trust on the Closing Date. All terms of the retail motor
vehicle installment sale contracts and installment loans constituting the
Receivables which are material to the Noteholders are described in the
Prospectus.
Certain Characteristics
As of the Cutoff Date, approximately 37.41% of the Aggregate Receivables
Balance was attributable to loans for purchases of new Financed Vehicles and
approximately 62.59% of the Aggregate Receivables Balance was attributable to
loans for purchases of used Financed Vehicles.
The composition, distribution by Contract Rate and distribution by
remaining term of the Receivables as of the Cutoff Date are set forth in the
following tables. Due to rounding, the percentages shown in these tables may
not add to 100.00%.
Composition of the Receivables
<TABLE>
<CAPTION>
Weighted Average Number of
Contract Rate of Aggregatees Receivables Receivables in Average Receivable Weighted Average Weighted Average
Receivables Balance Pool Balance Original Term Remaining Term
- ---------------- ----------------------- -------------- ------------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C>
9.959% $1,032,351,437.68 63,751 $16,193.49 67.87 mos. 63.75 mos.
</TABLE>
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<PAGE>
Distribution by Contract Rate of the Receivables
<TABLE>
<CAPTION>
Percentage of
Aggregate
Number of Receivables
Contract Rate Range Receivables Receivables Balance Balance
- ------------------- ------------- ------------------- -------------
<S> <C> <C> <C>
7.500-7.999%.................. 8,694 $ 161,557,218 15.65%
8.000-8.999%.................. 16,066 286,485,778 27.75%
9.000-9.999%.................. 13,582 224,957,454 21.79%
10.000-10.999%................ 8,585 131,723,907 12.76%
11.000-11.999%................ 5,381 80,693,164 7.82%
12.000-12.999%................ 4,308 60,710,590 5.88%
13.000-13.999%................ 2,427 32,898,585 3.19%
14.000-14.999%................ 1,606 20,755,942 2.01%
15.000-15.999%................ 1,137 13,465,307 1.30%
16.000-16.999%................ 702 8,056,572 0.78%
17.000-17.999%................ 317 3,342,550 0.32%
18.000-18.999%................ 498 4,309,599 0.42%
19.000-19.999%................ 152 1,428,710 0.14%
20.000-20.999%................ 72 586,466 0.06%
21.000-21.999%................ 128 850,124 0.08%
22.000-22.999%................ 26 204,801 0.02%
23.000-23.999%................ 20 132,223 0.01%
24.000-24.999%................ 24 103,717 0.01%
25.000-25.999%................ 16 61,868 0.01%
26.000-26.999%................ 2 5,596 0.00%
27.000-27.999%................ 0 0 0.00%
28.000-28.999%................ 3 6,650 0.00%
29.000-29.999%................ 5 14,616 0.00%
------------- ------------------- -------------
Total...................... 63,751 $1,032,351,437.68 100.0%
============= =================== =============
</TABLE>
Distribution by Remaining Term of the Receivables
<TABLE>
<CAPTION>
Percentage of
Remaining Term Number of Aggregate
(Months) Receivables Receivable Balance Receivables Balance
- -------------- ------------- -------------------- -------------------
<S> <C> <C> <C>
1-12.......................... 436 1,202,409 0.12%
13-24......................... 1,470 6,977,202 0.68%
25-36......................... 3,297 24,355,809 2.36%
37-48......................... 6,051 62,762,804 6.08%
49-60......................... 15,652 224,687,819 21.76%
61-66......................... 11,383 199,992,870 19.37%
67-72......................... 24,979 499,251,233 48.36%
73-78......................... 329 8,450,722 0.82%
79-84......................... 154 4,670,570 0.45%
------------- -------------------- -------------------
Total...................... 63,751 1,032,351,437.68 100.0%
============= ==================== ===================
</TABLE>
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<PAGE>
Geographic Distribution of the Receivables
The following table sets forth the percentage of the Aggregate Receivables
Balance of the Receivables in the states with the largest concentration of
Receivables. No other state accounts for more than 1% of the Aggregate
Receivables Balance of the Receivables.
Percentage of
Aggregate
State Receivables Balance
----- -------------------
Washington............. 29.45%
Idaho.................. 17.96%
Utah................... 14.27%
Oregon................. 9.25%
Nevada................. 7.20%
California............. 6.11%
Wyoming................ 5.27%
Montana................ 3.91%
South Dakota........... 1.91%
Colorado............... 1.52%
Oklahoma............... 1.11%
Payments on the Receivables
All Receivables provide for the allocation of payments according to the
"Simple Interest" method (each a "Simple Interest Receivable"). A Simple
Interest Receivable provides for the amortization of the amount financed under
the Receivable over a series of fixed level months payments (except that the
last such payment may be different). However, each monthly payment consists of
an installment of interest which is calculated on the basis of the Receivable
Balance multiplied by the stated Contract Rate and further multiplied by the
period elapsed (as a fraction of a calendar year) since the preceding payment of
interest was made. As payments are received under a Simple Interest Receivable
the amount received is applied first to interest accrued and unpaid to the date
of payment and the balance is applied to reduce the unpaid Receivable Balance of
the Receivables. Accordingly, if an Obligor pays a fixed monthly installment
before its schedule date, the portion of the payment allocable to interest for
the period since the preceding payment was made will be less than it would have
been had the payment been made as scheduled, and the portion of the payment
applied to reduce the unpaid principal balance will be correspondingly greater,
thereby having the effect of a prepayment. Conversely, if an Obligor pays a
fixed monthly installment after its scheduled due date, the portion of the
payment allocable to interest for the period since the preceding payment was
made will be greater than it would have been had the payment been made as
scheduled, and the portion of the payment applied to reduce the unpaid principal
balance will be correspondingly less. In either case, the Obligor pays a fixed
monthly installment until the final scheduled payment date, at which time the
amount of the final installment is increased or decreased as necessary to repay
the Receivable Balance as of such date.
The Receivables are prepayable at any time. Prepayments may also result
from liquidations due to default, the receipt of monthly installments earlier
than the scheduled due dates for such installments, the receipt of proceedings
from credit life, disability, theft or physical damage, insurance, repurchases
by the Seller as a result of certain uncured breaches of the warranties made by
it in the Sale and Servicing Agreement with respect to the Receivables,
purchases by the Servicer as a result of certain uncured breaches of the
covenants made by it in the Sale and Servicing Agreement with respect to the
Receivables, or the Servicer exercising its option to purchase all of the
remaining Receivables. Prepayments on the Receivables may be influenced by a
variety of economic, social,
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<PAGE>
and other factors, including decreases in interest rates and the fact that an
Obligor may not sell or transfer the Financed Vehicle securing a Receivable
without the consent of the Seller.
Weighted Average Life of the Notes
Prepayments on automotive receivables can be measured relative to a
prepayment standard or model. The model used in this Prospectus Supplement, the
Absolute Prepayment Model (the "Model"), is based on an assumed rate of
prepayment (the "ABS") each month relative to the original number of receivables
in a pool of receivables. The Model further assumes that all the receivables are
the same size and amortize at the same rate and that each receivable in each
month of its life will either be paid as scheduled or be prepaid in full. For
example, in a pool of receivables originally containing 10,000 receivables, a 1%
ABS rate means that 100 receivables prepay each month. ABS does not purport to
be an historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of receivables, including the
Receivables.
As the rate of payment of principal of each class of Notes will depend on
the rate of payment (including prepayments) of the principal balance of the
Receivables and the final payment in respect of any class of Notes could occur
significantly earlier than the respective Final Scheduled Distribution Dates.
Reinvestment risk associated with early payment of the Notes will be borne
exclusively by the Noteholders.
The table on the following pages captioned "Percent of Initial Principal
Balance at Various ABS Percentages" (the "ABS Table") has been prepared on the
basis of the characteristics of the Receivables, as described below. The ABS
Table assumes that (i) the Receivables prepay in full at the specified constant
percentage of ABS monthly, with no defaults, losses or repurchases, (ii) each
scheduled monthly payment on the Receivables is made on the last day of each
month and each month has 30 days, (iii) distributions on the Notes are made on
each Distribution Date (and each such date is assumed to be the fifteenth day of
each applicable month) and (iv) the Servicer does not exercise its option to
purchase the Receivables. The pool has an assumed cutoff date of April 25, 1999.
The ABS Table indicates the projected weighted average life of each class of
Notes and sets forth the percent of the initial principal balance of each class
of the Notes that is projected to be outstanding after payments are made on each
of the Distribution Dates shown at various constant ABS percentages. The ABS
Table also indicates the month in which the Servicer can exercise its option to
purchase the Receivables and the associated projected average weighted life.
The ABS Table also assumes that the Receivables have been aggregated into a
hypothetical pool, with all of the Receivables within the pool having the
characteristics and that the level scheduled monthly payment (which is based on
its Aggregate Receivables Balance, annual percentage rate ("APR"), original term
to maturity and remaining term to maturity as of the Cutoff Date) will be such
that the pool will be fully amortized by the end of its remaining term to
maturity.
<TABLE>
<CAPTION>
Aggregate Original Term Remaining Term
Receivables Balance APR to Maturity (mos.) to Maturity (mos.)
------------------- --- ------------------ ------------------
<S> <C> <C> <C>
$1,032,351,437.68 9.959% 68 mos. 64 mos.
</TABLE>
-16-
<PAGE>
The actual characteristics and performance of the Receivables will differ
from the assumptions used in constructing the ABS Table. The assumptions used
are hypothetical and have been provided only to give a general sense of how the
principal cash flows might behave under varying prepayment scenarios. For
example, it is very unlikely that the Receivables will prepay at a constant
level of ABS until maturity or that all of the Receivables will prepay at the
same level of ABS. Moreover, the diverse terms of receivables within the
hypothetical pool could produce slower or faster principal distributions than
indicated in the ABS Table at the various constant percentages of ABS specified,
even if the original and remaining terms to maturity of the Receivables are as
assumed. Any difference between such assumptions and the actual characteristics
and performance of the Receivables, or actual prepayment experience, will affect
the percentages of initial amounts outstanding over time and the weighted
average lives of each class of the Notes.
-17-
<PAGE>
Percent of Initial Principal Balance at Various ABS Percentages
<TABLE>
<CAPTION>
Class A Notes
------------------------------------------------------------------------------------------------------
Distribution Date Class A-1 Notes Class A-2 Notes Class A-3 Notes
- ------------------------- --------------------------------- -------------------------------- ------------------------------
0.5% 1.2% 1.5% 1.8% 0.5% 1.2% 1.5% 1.8% 0.5% 1.2% 1.5% 1.8%
------ ------ ------ ------ ----- ------ ------ ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date............. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
6/15/99.................. 91.21 87.38 85.64 83.88 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
7/15/99.................. 82.43 74.83 71.44 67.95 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
8/15/99.................. 73.66 62.41 57.38 52.22 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
9/15/99.................. 64.91 50.09 43.47 36.68 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
10/15/99................. 56.17 37.89 29.72 21.34 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
11/15/99................. 47.45 25.80 16.12 6.20 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
12/15/99................. 38.73 13.82 2.68 0.00 100.00 100.00 100.00 92.97 100.00 100.00 100.00 100.00
1/15/00.................. 30.04 1.95 0.00 0.00 100.00 100.00 91.47 81.12 100.00 100.00 100.00 100.00
2/15/00.................. 21.36 0.00 0.00 0.00 100.00 92.12 80.92 69.43 100.00 100.00 100.00 100.00
3/15/00.................. 12.69 0.00 0.00 0.00 100.00 82.76 70.50 57.92 100.00 100.00 100.00 100.00
4/15/00.................. 4.04 0.00 0.00 0.00 100.00 73.50 60.21 46.58 100.00 100.00 100.00 100.00
5/15/00.................. 0.00 0.00 0.00 0.00 96.30 64.34 50.06 35.41 100.00 100.00 100.00 100.00
6/15/00.................. 0.00 0.00 0.00 0.00 89.37 55.28 40.05 24.42 100.00 100.00 100.00 100.00
7/15/00.................. 0.00 0.00 0.00 0.00 82.45 46.32 30.17 13.61 100.00 100.00 100.00 100.00
8/15/00.................. 0.00 0.00 0.00 0.00 75.54 37.46 20.44 2.98 100.00 100.00 100.00 100.00
9/15/00.................. 0.00 0.00 0.00 0.00 68.65 28.70 10.85 0.00 100.00 100.00 100.00 93.73
10/15/00................. 0.00 0.00 0.00 0.00 61.77 20.05 1.41 0.00 100.00 100.00 100.00 85.11
11/15/00................. 0.00 0.00 0.00 0.00 54.91 11.50 0.00 0.00 100.00 100.00 93.37 76.65
12/15/00................. 0.00 0.00 0.00 0.00 48.06 3.07 0.00 0.00 100.00 100.00 85.68 68.35
1/15/01.................. 0.00 0.00 0.00 0.00 41.23 0.00 0.00 0.00 100.00 95.58 78.12 60.21
2/15/01.................. 0.00 0.00 0.00 0.00 34.42 0.00 0.00 0.00 100.00 88.67 70.69 52.24
3/15/01.................. 0.00 0.00 0.00 0.00 27.62 0.00 0.00 0.00 100.00 81.86 63.39 44.43
4/15/01.................. 0.00 0.00 0.00 0.00 20.84 0.00 0.00 0.00 100.00 75.15 56.22 36.80
5/15/01.................. 0.00 0.00 0.00 0.00 14.07 0.00 0.00 0.00 100.00 68.53 49.18 29.34
6/15/01.................. 0.00 0.00 0.00 0.00 7.33 0.00 0.00 0.00 100.00 62.01 42.29 22.05
7/15/01.................. 0.00 0.00 0.00 0.00 0.60 0.00 0.00 0.00 100.00 55.59 35.53 14.94
8/15/01.................. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 94.86 49.27 28.90 8.01
<CAPTION>
---------------------------------
Distribution Date Class A-4 Notes Class B Notes
- ------------------------- --------------------------------- ---------------------------------
0.5% 1.2% 1.5% 1.8% 0.5% 1.2% 1.5% 1.8%
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Closing Date............. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
6/15/99.................. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
7/15/99.................. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
8/15/99.................. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
9/15/99.................. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
10/15/99................. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
11/15/99................. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
12/15/99................. 100.00 100.00 100.00 100.00 100.00 100.00 100.00 97.91
1/15/00.................. 100.00 100.00 100.00 100.00 100.00 100.00 97.47 94.40
2/15/00.................. 100.00 100.00 100.00 100.00 100.00 97.66 94.34 90.93
3/15/00.................. 100.00 100.00 100.00 100.00 100.00 94.88 91.24 87.51
4/15/00.................. 100.00 100.00 100.00 100.00 100.00 92.14 88.19 84.14
5/15/00.................. 100.00 100.00 100.00 100.00 98.90 89.42 85.18 80.83
6/15/00.................. 100.00 100.00 100.00 100.00 96.84 86.73 82.21 77.57
7/15/00.................. 100.00 100.00 100.00 100.00 94.79 84.07 79.28 74.36
8/15/00.................. 100.00 100.00 100.00 100.00 92.74 81.44 76.39 71.21
9/15/00.................. 100.00 100.00 100.00 100.00 90.70 78.84 73.54 68.11
10/15/00................. 100.00 100.00 100.00 100.00 88.65 76.27 70.74 65.06
11/15/00................. 100.00 100.00 100.00 100.00 86.62 73.74 67.98 62.08
12/15/00................. 100.00 100.00 100.00 100.00 84.59 71.23 65.27 59.15
1/15/01.................. 100.00 100.00 100.00 100.00 82.56 68.76 62.60 56.27
2/15/01.................. 100.00 100.00 100.00 100.00 80.54 66.32 59.97 53.46
3/15/01.................. 100.00 100.00 100.00 100.00 78.52 63.92 57.40 50.70
4/15/01.................. 100.00 100.00 100.00 100.00 76.51 61.55 54.86 48.01
5/15/01.................. 100.00 100.00 100.00 100.00 74.50 59.21 52.38 45.37
6/15/01.................. 100.00 100.00 100.00 100.00 72.50 56.91 49.95 42.80
7/15/01.................. 100.00 100.00 100.00 100.00 70.50 54.64 47.56 40.29
8/15/01.................. 100.00 100.00 100.00 100.00 68.51 52.41 45.22 37.84
</TABLE>
______________________
-18-
<PAGE>
Percent of Initial Principal Balance at Various ABS Percentages
<TABLE>
<CAPTION>
Class A Notes
---------------------------------------------------------------------------------------
Distribution Date Class A-1 Notes Class A-2 Notes Class A-3 Notes
- --------------------------- -------------------------- ------------------------- ----------------------------
0.5% 1.2% 1.5% 1.8% 0.5% 1.2% 1.5% 1.8% 0.5% 1.2% 1.5% 1.8%
----- ----- ---- ---- ---- ---- ---- ---- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9/15/01.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 89.24 43.06 22.43 1.26
10/15/01................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 83.63 36.95 16.09 0.00
11/15/01................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 78.04 30.94 9.90 0.00
12/15/01................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 72.47 25.04 3.85 0.00
1/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 66.91 19.25 0.00 0.00
2/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 61.38 13.57 0.00 0.00
3/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 55.86 8.01 0.00 0.00
4/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 50.36 2.55 0.00 0.00
5/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 44.87 0.00 0.00 0.00
6/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 39.41 0.00 0.00 0.00
7/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 33.97 0.00 0.00 0.00
8/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 28.54 0.00 0.00 0.00
9/15/02.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 23.14 0.00 0.00 0.00
10/15/02................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 17.76 0.00 0.00 0.00
11/15/02................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 12.40 0.00 0.00 0.00
12/15/02................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 7.06 0.00 0.00 0.00
1/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.75 0.00 0.00 0.00
2/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
5/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
6/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
7/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
8/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
9/15/03.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
10/15/03................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
11/15/03................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
12/15/03................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
1/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
5/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
6/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
7/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
8/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
9/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average Life 0.47 0.33 0.29 0.26 1.56 1.13 1.00 0.89 2.92 2.25 2.00 1.78
(years) (1)............
*Weighted Average Life to
Optional Clean Up
Call (years) (1).........
*Optional Clean Up Call
Date (mo/yr)............
<CAPTION>
--------------------------------
Distribution Date Class A-4 Notes Class B Notes
- --------------------------- -------------------------------- -----------------------------
0.5% 1.2% 1.5% 1.8% 0.5% 1.2% 1.5% 1.8%
----- ------ ------ ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
9/15/01.................... 00.00 100.00 100.00 100.00 66.52 50.22 42.93 35.46
10/15/01................... 00.00 100.00 100.00 94.65 64.54 48.06 40.70 33.14
11/15/01................... 00.00 100.00 100.00 88.21 62.57 45.94 38.51 30.89
12/15/01................... 00.00 100.00 100.00 81.97 60.60 43.86 36.38 28.70
1/15/02.................... 00.00 100.00 97.94 75.92 58.64 41.81 34.30 26.58
2/15/02.................... 00.00 100.00 92.15 70.06 56.69 39.81 32.27 24.53
3/15/02.................... 00.00 100.00 86.52 64.40 54.74 37.84 30.29 22.55
4/15/02.................... 00.00 100.00 81.03 58.94 52.79 35.92 28.38 20.64
5/15/02.................... 00.00 97.19 75.71 53.68 50.86 34.03 26.51 18.80
6/15/02.................... 00.00 91.92 70.55 48.63 48.93 32.19 24.70 17.03
7/15/02.................... 00.00 86.77 65.55 43.79 47.01 30.38 22.95 15.33
8/15/02.................... 00.00 81.74 60.72 39.15 45.09 28.62 21.26 13.71
9/15/02.................... 00.00 76.83 56.05 34.73* 43.19 26.90 19.63 12.16*
10/15/02................... 00.00 72.04 51.55 30.53 41.29 25.23 18.05 10.69
11/15/02................... 00.00 67.38 47.22 26.54 39.39 23.59 16.53 9.29
12/15/02................... 00.00 62.85 43.07 22.77 37.51 22.01 15.08 7.97
1/15/03.................... 00.00 58.44 39.09 19.23 35.63 20.46 13.69 6.73
2/15/03.................... 96.42 54.17 35.28* 15.91 33.76 18.97 12.36* 5.57
3/15/03.................... 91.11 50.02 31.66 12.83 31.90 17.52 11.09 4.49
4/15/03.................... 85.82 46.01 28.22 9.98 30.05 16.11 9.88 3.49
5/15/03.................... 80.55 42.13 24.97 7.36 28.21 14.75 8.74 2.58
6/15/03.................... 75.31 38.39 21.90 4.98 26.37 13.44 7.67 1.74
7/15/03.................... 70.10 34.79* 19.02 2.84 24.55 12.18* 6.66 0.99
8/15/03.................... 64.91 31.33 16.33 0.95 22.73 10.97 5.72 0.33
9/15/03.................... 59.74 28.02 13.84 0.00 20.92 9.81 4.85 0.00
10/15/03................... 54.61 24.84 11.55 0.00 19.12 8.70 4.04 0.00
11/15/03................... 49.50 21.82 9.45 0.00 17.33 7.64 3.31 0.00
12/15/03................... 44.41 18.94 7.55 0.00 15.55 6.63 2.64 0.00
1/15/04.................... 39.36 16.21 5.86 0.00 13.78 5.67 2.05 0.00
2/15/04.................... 34.33* 13.63 4.38 0.00 12.02* 4.77 1.53 0.00
3/15/04.................... 29.34 11.20 3.10 0.00 10.27 3.92 1.09 0.00
4/15/04.................... 24.37 8.94 2.04 0.00 8.53 3.13 0.71 0.00
5/15/04.................... 19.43 6.83 1.19 0.00 6.80 2.39 0.42 0.00
6/15/04.................... 14.53 4.87 0.56 0.00 5.09 1.71 0.20 0.00
7/15/04.................... 9.65 3.08 0.15 0.00 3.38 1.08 0.05 0.00
8/15/04.................... 4.81 1.46 0.00 0.00 1.68 0.51 0.00 0.00
9/15/04.................... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Weighted Average Life 4.49 3.91 3.54 3.13 3.07 2.50 2.24 1.99
(years) (1)............
*Weighted Average Life to
Optional Clean Up
Call (years) (1)......... 4.38 3.72 3.34 2.97 3.03 2.43 2.17 1.93
*Optional Clean Up Call
Date (mo/yr)............ 2/04 7/03 2/03 9/02 2/04 7/03 2/03 9/02
</TABLE>
______________________
(1) The weighted average life of a Note is determined by (i) multiplying the
amount of each principal payment on a Note by the number of years from
the date of the issuance of the Note to the related Distribution Date,
(ii) adding the results and (iii) dividing the sum by the related
principal balance of the Note.
-19-
<PAGE>
The ABS Table has been prepared based on the assumptions described above
(including the assumptions regarding the characteristics and performance of the
Receivables which will differ from the actual characteristics and performance
thereof) and should be read in conjunction therewith..
Delinquency and Loss Experience of Seller
The tables set forth below indicate the delinquency and credit loss/repossession
experience for each of the last five calendar years of the Bank's entire
portfolio of Motor Vehicle Loans (including Motor Vehicle Loans that it
previously sold but continues to service). The tables include both Mother
Vehicle Loans originated directly by the Bank and through Dealers in a relative
proportion substantially similar to the Motor Vehicle Loans to be transferred to
the Trust. Fluctuations in delinquencies, repossessions and charge-offs
generally follow trends in the overall economic environment and may be affected
by such factors as increased competition for Obligors, rising consumer debt
burden per household and increases in personal bankruptcies.
No assurance can be made that the delinquency and loss experience for the Motor
Vehicle Loans as a whole or those transferred to the Trust will be similar to
the historical experience set forth below.
Delinquency Experience
<TABLE>
<CAPTION>
Three Months Ended March 31, As Of December 31,
----------------------------------------------- ------------------------------------------------
1999 1998 1998 1997
--------------------- --------------------- ----------------------- ---------------------
Number Number Number Number
of Loans Amount of Loans Amount of Loans Amount of Loans Amount
-------- ---------- -------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio of Period End.... 326,740 $3,872,070 253,527 $2,709,969 303,595 $3,495,181 242,396 $2,557,565
Delinquency(1).............
30-59 days............ 4,278 $ 46,686 3,139 $ 33,096 5,002 $ 53,150 3,557 $ 35,995
69-89 days............ 1,485 $ 16,840 789 $ 8,543 1,726 $ 18,839 765 $ 8,035
90 Day or More........ 776 $ 8,481 470 $ 5,336 792 $ 8,891 444 $ 4,694
Total Delinquencies as..... 6,539 $ 72,007 4,398 $ 46,974 7,520 $ 80,880 4,766 $ 48,724
Percentage of the
Portfolio............... 2.00% 1.86% 1.73% 1.73% 2.48% 2.31% 1.97% 1.91%
<CAPTION>
---------------------------------------------------
1996 1995
------------------------ -----------------------
Number Number
of Loans Amount of Loans Amount
-------- ---------- -------- -----------
<S> <C> <C> <C> <C>
Portfolio of Period End.... 200,922 $1,979,782 193,634 $1,824,411
Delinquency(1).............
30-59 days............ 3,380 $ 31,646 2,867 $ 24,914
69-89 days............ 1,209 $ 11,330 557 $ 5,358
90 Day or More........ 600 $ 5,947 255 $ 2,462
Total Delinquencies as..... 5,189 $ 48,923 3,679 $ 32,734
Percentage of the
Portfolio............... 2.58% 2.47% 1.90% 1.79%
</TABLE>
___________________
(1) The period of delinquency is based on the number of days payments are
contractually past due for all Motor Vehicle Loans other than Motor Vehicle
Loans previously charged off.
Credit Loss/Repossession Experience
<TABLE>
<CAPTION>
Three Months Ended March 31, Year Ended December 31,
---------------------------- ---------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ---------- ---------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Portfolio Balance at Period End......... $3,872,070 $2,709,969 $3,495,181 $2,557,565 $1,979,782 $1,824,411 $1,885,491
Average Portfolio Balance during Period. $3,713,832 $2,659,611 $3,020,363 $2,270,731 $1,883,171 $1,850,693 $1,670,756
Average Number of Loans Outstanding
during the Period...................... 317,204 249,840 273,261 222,092 195,759 195,834 180,660
Number of Repossessions during the
Period................................. 2,068 1,462 6,207 4,967 4,198 4,153 3,528
Number of Repossessions as percentage
of Average Number of Loans
Outstanding............................ 2.61% 2.34% 2.27% 2.24% 2.14% 2.12% 1.95%
Gross Charge-offs(1).................... $ 19,574 $ 9,852 $ 53,485 $ 39,184 $ 29,488 $ 25,644 $ 17,352
Recoveries on Loans Previously Charged
Off(2)................................. $ 8,851 $ 4,140 $ 19,882 $ 16,901 $ 11,849 $ 11,321 $ 8,370
Net Charge-offs(3)...................... $ 10,723 $ 5,713 $ 33,604 $ 22,283 $ 17,639 $ 14,323 $ 8,985
Net Charge-offs as a Percentage of
Portfolio Balance at Period End(4)..... 1.11% 0.85% 0.96% 0.87% 0.89% 0.97% 0.48%
Net Charge-offs as a Percentage of
Average Balance During Period(4)....... 1.15% 0.87% 1.11% 0.98% 0.94% 0.77% 0.54%
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(1) Gross Charge-offs are generally stated net of liquidation proceeds.
(2) Recoveries on Loans Previously Charged Off generally include amounts
received with respect to loans previously charged off, other than
liquidation proceeds, net of collection expenses. A portion of recoveries
has resulted from certain collection and recovery efforts used by the Bank
with respect to defaulted receivables acquired by the Bank from other
institutions as a result of mergers. Such defaulted receivables are not
being transferred to the Trust and such reported recoveries may not be
indicative of future results.
(3) Net Charge-offs equal Gross Charge-offs minus Recoveries on Loans Previously
Charged Off.
(4) Annualized.
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