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) March 20, 2000
Structured Asset Securities Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-49129-04 74-2440858
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Vesey Street, New York, New York 10285
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 526-7000
--------------
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(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
Item 5. Other Events.
It is expected that during April 2000, a single series of certificates,
expected to be titled LB-UBS Commercial Mortgage Pass-Through Certificates,
Series 2000-C1 (the "Certificates"), will be issued pursuant to a pooling and
servicing agreement to be entered into by and among Structured Asset Securities
Corporation (the "Registrant") and a master servicer, a special servicer, a
trustee and a fiscal agent. It is expected that certain classes of the
Certificates (the "Underwritten Certificates") will be registered under the
Registrant's registration statement on Form S-3 (no. 333-49129) and sold to
Lehman Brothers Inc., Warburg Dillon Read LLC, Morgan Stanley & Co. Incorporated
and Deutsche Bank Securities Inc. (collectively, the "Underwriters") pursuant to
an underwriting agreement to be entered into by and among the Registrant and the
Underwriters.
In connection with the expected sale of the Underwritten Certificates, the
Registrant has been advised that prospective investors have been furnished
certain information, attached hereto as Exhibit 99.1, that may be considered
"Computational Materials" (as defined in the no-action letter dated May 20, 1994
issued by the Division of Corporation Finance of the Securities and Exchange
Commission (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) and/or "ABS Term
Sheets" (as defined in the no-action letter dated February 17, 1995 issued by
the Division of Corporation Finance of the Commission to the Public Securities
Association).
The materials attached hereto have been prepared and provided to the
Registrant with respect to the Underwritten Certificates. The information in
such materials is preliminary and will be superseded by a final prospectus
relating to the Underwritten Certificates and by any other information
subsequently filed with the Commission. To the extent any materials previously
filed by the Registrant with respect to the Underwritten Certificates are
inconsistent with the materials attached hereto, such previously filed materials
are superseded by the materials attached hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
<PAGE>
(c) Exhibits:
Exhibit No. Description
99.1 Certain materials constituting Computational Materials
and/or ABS Term Sheets and disseminated in connection with
the expected sale of the Underwritten Certificates.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 22, 2000
STRUCTURED ASSET SECURITIES CORPORATION
By: /s/ Paul Hughson
-----------------------------------
Name: Paul Hughson
Title: Senior Vice President
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No.
- -----------
99.1 Certain materials constituting Computational Materials
and/or ABS Term Sheets and disseminated in connection with
the expected sale of the Underwritten Certificates.
5
Exhibit 99.1
WESTFIELD PORTFOLIO
Downtown Plaza, Sacramento, CA
Eastland Center, West Covina, CA
$127,348,000
<PAGE>
1
Notice to All Potential Investors
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This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected therein. We make no representations
regarding the reasonableness of such assumptions or the likelihood that any of
such assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy and sell, securities backed by the mortgage loans
mentioned herein or derivatives thereof (including options).
INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON
THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE ASSETS
OR REAL PROPERTIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING
SUCH ASSETS AND PROPERTIES. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE
ASSETS OR REAL PROPERTIES DISCUSSED HEREIN OR OTHERWISE, IS SUBJECT TO
COMPLETION AND CHANGE AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY
FINAL OFFERING MEMORANDUM FOR ANY RELATED SECURITIES ACTUALLY SOLD TO YOU.
<PAGE>
2
Overview
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o Transaction Overview
o Sponsorship
o Loan Summary
o Consolidated Portfolio
- Property Information
- Sales Highlights
- In-Line Lease Rollover Profile
- Financial Highlights
o Downtown Plaza
- Property Highlights
- Sales Highlights
- In-Line Lease Rollover Profile
- Financial Highlights
- Competitive Retail Properties
o Eastland Center
- Property Highlights
- Sales Highlights
- In-Line Lease Rollover Profile
- Financial Highlights
- Competitive Retail Properties
<PAGE>
3
Westfield Portfolio
Transaction Overview
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o $127,348,000 first mortgage loan
- Expected shadow rating of BBB
- 10 year term to Anticipated Repayment Date ("ARD")
- Fixed interest rate of 8.177% (represents weighted average of A & B
Notes)
- 30-year amortization
- Hyper-amortization feature after ARD
o The loan is secured by fee simple interests in two properties: Downtown
Plaza and Eastland Center. The loan is also secured by leasehold interests
in one 7,500 sf parcel of Downtown Plaza which is leased from the State of
California and a parcel leased from Federated.
<PAGE>
4
Westfield Portfolio
Transaction Overview (cont'd)
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- - Downtown Plaza, a regional mall encompassing 1,191,347 square feet
including 908,758 square feet of retail space and 282,805 square feet of
office, is located in the CBD of Sacramento, California. The retail
component of the complex was constructed in 1971 and the three office
buildings in 1972, 1976 and 1981, respectively. The retail mall was last
renovated in 1993. Anchors include Macy's and Macy's Men's and Furniture
in addition to 405,258 square feet of in-line space and 282,805 square
feet of office space.
- - Eastland Center, an 846,781 square feet power center, is located in West
Covina, California. The property was originally opened in 1957 as a
two-level regional center and was renovated in 1998. Target, Burlington
Coat Factory and Mervyn's anchor the center, with additional in-line
tenants comprising 544,981 square feet.
<PAGE>
5
Westfield Portfolio
Transaction Overview (cont'd)
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o Both properties are owned and managed by Westfield America, the third
largest regional mall REIT (based on owned GLA) in the United States.
Westfield owns or has an interest in 56 properties, including 35 regional
and super-regional malls branded as "Westfield Shoppingtowns". The
Westfield Shoppingtowns include clusters of retail centers in metropolitan
markets of eight states.
o The loan features investment grade characteristics:
- Aggregate loan-to-appraised value of 55.3%
- Aggregate DSCR of 1.49x (1.70x at the anticipated repayment date
based on a projected loan balance of $111.6 million) utilizing
underwritten net cash flow and the loan constant of 8.95%
o Structural features include:
- Hard lockbox for debt service, taxes, insurance and ground rent
- Reserves for tenant improvements, leasing commissions, operating
expenses and capital expenditures if the DSCR falls below 1.25x or
in case of a default.
<PAGE>
6
Westfield Portfolio
Sponsorship
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o Westfield America, Inc. (NYSE: WEA) is a REIT that currently owns or holds
an interest in 56 properties, including 35 regional and super-regional
shopping malls and 3 power centers. These properties comprise 35.9 million
square feet of retail space and are located in eight different states.
o Westfield America, Inc. is the third largest regional mall REIT (based on
owned GLA) in the United States.
o Westfield America, Inc. is externally managed by Westfield Corporation,
Inc., a U.S. subsidiary of Westfield Holdings Limited, Sidney, Australia,
all part of the Westfield Group ("Westfield").
o Westfield acts as a developer, architect, builder, property manager and
funds manager for an $11.1 billion portfolio of shopping center assets
that comprise 60.3 million square feet of retail space. The market
capitalization of the entities that make up Westfield was $8.9 billion as
of June 30, 1999.
<PAGE>
7
Westfield Portfolio
Loan Summary
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o Loan Amount: $127,348,000 split into two notes:
$99,000,000 A Note & $28,348,000 B Note
o Loan Description: A fixed rate(1) loan secured by
first priority mortgage lien on the fee simple
interests and leasehold interest in two
properties. However, payments on B Note are
subordinate to payments on the A Note.
o Collateral: Portfolio consisting of two retail properties:
1) Downtown Plaza, a regional mall(2) and
2) Eastland Center, a retail power center
(1) The A and B Notes of the loan have different mortgage rates.
(2) All retail anchors with the exception of Macy's and Macy's Men's &
Furniture stores (the only two anchors at Downtown Plaza), which own their
own pad and improvements, are collateral for the loan. Income relating to
the space occupied by Mervyn's in Eastland Center was not included in the
underwritten cash flow or valuation of the property.
<PAGE>
8
Westfield Portfolio
Loan Summary (cont'd)
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o Borrowers: Separate special purpose, bankruptcy
remote entities for each collateral asset
o Sponsor: Westfield America Limited Partnership
o Interest Rate: 8.177% (weighted average of A & B Notes)
o Anticipated Repayment Date: December 11, 2009
o Final Maturity Date: December 11, 2029
o Amortization: 30 years; hyper-amortization(1) commencing
after the Anticipated Repayment Date.
o Lockout Period: Later of 1) two years from securitization or
2) three years from closing
(1) The interest rate for the Westfield Mall loan after the Anticipated
Repayment Date shall be fixed at the greater of: the sum of the regular
interest rate plus 2%, or the sum of the yield on a US Treasury Note with
a term equal to the term of the loan from the Anticipated Repayment Date
to the Final Maturity Date plus 2%. After the Anticipated Repayment Date,
certain amounts of available excess cash flow will be used to pay down any
outstanding principal.
<PAGE>
9
Westfield Portfolio
Loan Summary (cont'd)
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o Prepayment: Prepayable or defeasable in whole after
lockout period. Defeasance calculated at
treasuries flat. Prepayment without penalty
permitted 90-days prior to Anticipated
Repayment Date.
o Substitution: Substitution through defeasance or comparable
property subject to rating agency approval,
lender approval and maintenance of LTV and
DSCR prior to substitution. Any substitute
property will 1) have an appraised value
equal to at least 125% of the allocated loan
amount of the property being replaced 2) not
represent more than 100% of the aggregate
value of the mortgaged properties prior to
substitution (i.e., Eastland only) and 3) B
Noteholder approval must be obtained for the
release of Downtown Plaza.
<PAGE>
10
Westfield Portfolio
Loan Summary (cont'd)
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o Cash Management: Hard lockbox for debt service, tax and
insurance amounts and ground rent.
o Reserves: If DSCR falls below 1.25x or if an event of
default occurs, lockbox will be established
for replacement reserves, leasing commissions
and tenant improvements and operating
expenses.
o Subordinate Debt: None allowed
<PAGE>
11
Westfield Portfolio
Property Information
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Consolidated Portfolio
<TABLE>
<CAPTION>
- -------------- ----------------- ------------- --------------- ---------------- --------------------------
Current
Total In-line GLA In-Line
Property Location GLA (SF) (SF) (1) Occupancy(1,2) Anchors
- -------------- ----------------- ------------- --------------- ---------------- --------------------------
<S> <C> <C> <C>
Downtown Plaza Sacramento, CA 1,191,347 405,258 93.1% Macy's and Macy's
Men's & Furniture
Eastland Center West Covina, CA 846,781 544,981 95.4 Target, Burlington Coat
--------- ------- ---- Factory and Mervyn's
TOTAL/WEIGHTED AVERAGE(3): 2,038,128 950,239 94.4%
</TABLE>
(1) Includes 282,805 sf office space for Downtown Plaza.
(2) Current In-Line Occupancy as of February 2000 rent roll.
(3) Weighted average for current and historic in-line occupancy based on each
property's proportionate GLA square footage.
<PAGE>
12
Westfield Portfolio
Property Information (cont'd)
- --------------------------------------------------------------------------------
Consolidated Portfolio
<TABLE>
<CAPTION>
- ---------------- ------------- ----------- -------------- ------- ---------------- --------
Allocated Allocated
Loan Loan Amt Appraised Underwritten
Property Amount (1) PSF (1) Value (2) LTV Net Cashflow(3) DSCR
- ---------------- ------------- ----------- -------------- ------- ---------------- --------
<S> <C> <C> <C> <C> <C> <C>
Downtown Plaza $85,861,500 $125(4) $163,200,000 N/A $12,476,287 N/A
Eastland Center 41,486,500 49 67,000,000 N/A 4,528,561 N/A
------------ ---- ------------ ---- ----------- ----
TOTAL/WTD. AVG.: $127,348,000 $100 $230,200,000 55.3% $17,004,848 1.49x
</TABLE>
(1) Based on underwritten net cash flow.
(2) As of June 30, 1999.
(3) See Consolidated Financial Highlights section and Financial Highlights for
individual properties.
(4) Based on loan collateral square footage.
<PAGE>
13
Westfield Portfolio
Sales Highlights
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Consolidated Portfolio
<TABLE>
<CAPTION>
- ------------------- -------------- -------------- --------------- --------------- ------------
1998 1999 1999
1998 Total In-line 1999 Total In-line Sales Occupancy
Property Mall Sales Sales PSF Mall Sales PSF Cost
- ------------------- -------------- -------------- --------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Downtown Plaza $184,118,000 $307 $191,195,000 $314 13%
Eastland Center 146,500,000 230 161,446,000 217 4%
------------ ---- ------------ ---- --
TOTAL/WTD. AVG.(1) : $330,618,000 $273 $352,641,000 $270 9%
</TABLE>
(1) Based on proportionate retail in-line square footage for each property.
<PAGE>
14
Westfield Portfolio
In-Line Lease Rollover Profile(1)
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Consolidated Portfolio
[The following table was represented as a bar/mountain
chart in the printed material]
% of GLA Expiring Cumulative Expiration
2000 3.5% 3.5%
2001 3.1% 6.6%
2002 7.0% 13.5%
2003 11.9% 25.4%
2004 5.9% 31.3%
2005 5.7% 37.0%
2006 7.0% 44.0%
2007 5.6% 49.6%
2008 7.7% 57.3%
2009 23.3% 80.6%
(1) Based upon the expiration of in-line leases currently in place (excluding
anchor space).
<PAGE>
15
Westfield Portfolio
Financial Highlights
- --------------------------------------------------------------------------------
Consolidated Portfolio
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
UW
1997 1998 1999 Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $23,549,946 $25,021,460 $27,963,794 $28,856,856
o Operating Expenses 9,398,310 9,212,020 10,134,851 10,267,121
----------- ----------- ----------- -----------
o Net Operating Income $14,151,636 $15,809,440 $17,828,943 $18,589,735
o TI, LC & Replacement Reserves 1,584,888
-----------
o Net Cash Flow $17,004,848
-----------
</TABLE>
<PAGE>
16
Westfield Portfolio
Financial Highlights (cont'd)
- --------------------------------------------------------------------------------
Consolidated Portfolio
Underwriting Assumptions
o Revenues:
- Underwritten Base Rent is based on the 2/1/00 rent roll.
- All additional underwritten income categories including Expense
Recoveries, Percentage Rent, and Other Income are based on 1999
operating statements.
o Operating Expenses:
- Underwritten Operating Expenses except Management Fees are based on
the year end 1999 operating statements.
- Underwritten Management Fees are calculated at 4% of EGI, less
Expense Recoveries.
<PAGE>
17
Westfield Portfolio
Financial Highlights (cont'd)
- --------------------------------------------------------------------------------
Consolidated Portfolio
Underwriting Assumptions (cont'd)
o Capital Expenditures:
- Underwritten Replacement Reserves are $0.30 psf.
- No leasing commissions were applied since the borrower pays them
from its management fee, per the management contract.
- No tenant improvements were applied to anchor space. In-line tenant
improvements were calculated with the following assumptions:
Renewal Lease New TI Renewal
Property Probability Term (yrs) ($ psf) TI ($ psf)
- --------------- ------------- ----------- --------- ------------
Downtown Plaza 75% 10 $17.50 $10.00
Eastland Center 80% 12 $17.50 $8.75
<PAGE>
18
Westfield Portfolio
Downtown Plaza, Sacramento, California
- --------------------------------------------------------------------------------
[PHOTO OMITTED]
[PHOTO OMITTED]
<PAGE>
19
Westfield Portfolio
Downtown Plaza, Sacramento, California
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
<PAGE>
20
Westfield Portfolio
Property Highlights
- --------------------------------------------------------------------------------
Downtown Plaza
o Location: Sacramento, California
o Property: 1,191,347 square foor open air super-
regional mall / office complex
o Overall Occupancy: 96.9% as of February 1, 2000 (Retail)
95.6% as of February 1, 2000 (Office)
o In-line Occupancy: 93.1% as of February 1, 2000
o Year Built/Renovated: 1971 / 1993 (Retail) 1972, 1976, 1981
(Office)
o Borrower's Property Interest: Fee (in part) and leasehold(1) (in part)
(1) 7,500 sf parcel ground leased from the state of California, leasehold
interest is subordinated to the loan.
<PAGE>
21
Westfield Portfolio
Property Highlights (cont'd)
- --------------------------------------------------------------------------------
Downtown Plaza
o Anchor Tenants(1): Macy's (332,500 sf) and Macy's Men &
Furniture (171,000 sf)
o Sales Figures:
- Estimated 1999 Total Sales: $191,195,000
- Estimated 1999 In-Line Sales: $88,573,000 or $314 psf
o 1999 Occupancy Cost: 13% of sales
o Appraised Value: $163,200,000 as of June 1999
o Loan-To-Appraised Value: 55.3% based on allocated loan amount
of $85,861,500
(1) The loan is not secured by either anchor since each anchor owns its pad
and improvements.
<PAGE>
22
Westfield Portfolio
Property Highlights (cont'd)
- --------------------------------------------------------------------------------
Downtown Plaza
o DSCR (NCF): 1.53x(1)
o DSCR (NCF) at ARD: 1.81x(2)
(1) Calculated based on underwritten net cash flow of $12,476,287 and annual
debt service of $8,138,904.
(2) Calculated based on projected balance of $77,128,015 at the Anticipated
Repayment Date.
<PAGE>
23
Westfield Portfolio
Property Highlights (cont'd)
- --------------------------------------------------------------------------------
Downtown Plaza
o Downtown Plaza is a 1,191,347 square foot open-air, regional mall/office
complex located in downtown Sacramento. The retail portion of the complex
was built in 1971 and was redeveloped in 1993. The three small office
buildings were added in 1972, 1976 and 1981.
o The retail component is a regional mall with two anchors comprised of
503,500 square feet and in-line specialty stores of 405,258 square feet.
o The property is located adjacent to the "Old Sacramento" district, a
tourist attraction with restaurants and entertainment venues. The
combination of tourists and the downtown private sector and government
office workers contributes to the daytime traffic at the center.
<PAGE>
24
Westfield Portfolio
Property Highlights (cont'd)
- --------------------------------------------------------------------------------
Downtown Plaza
<TABLE>
<CAPTION>
----------- ---------- ---------- --------------
Long-Term
Square % of Total Lease Credit Ratings
Footage GLA Expiration (Moody's/S&P)
----------- ---------- ---------- --------------
<S> <C> <C> <C> <C>
o Anchors
- Macy's (Federated) (1) 332,500 27.9% NAP Baa1 / BBB+
- Macy's Men & Furniture (Federated) (1) 171,000 14.4 NAP Baa1 / BBB+
--------- -----
Subtotal Anchor Tenants: 503,500 42.3%
o Major Tenants
- Department of Education (office space) 186,425 15.6% 7/2009
- United Artists Theater 42,370 3.6 9/2008
- 24 Hour Nautilus 30,072 2.5 1/2009
- Copeland's Sports 30,000 2.5 11/2012
--------- -----
Subtotal: Major Tenants: 288,867 24.2%
o Other In-Line Tenants: 302,472 25.4%
o Office Space: 96,508 8.1%
--------- -----
o Total GLA: 1,191,347 100.0%
</TABLE>
(1) Not part of the collateral, tenant owns its own pad and improvements.
<PAGE>
25
Westfield Portfolio
Sales Highlights
- --------------------------------------------------------------------------------
Downtown Plaza(1)
-------- --------
1998 1999
-------- --------
o Total Mall Sales ($ million) $184.1 $191.2
o In-Line Sales Per Square Foot $307 $314
o In-Line Occupancy Cost 14% 13%
o In-Line Occupancy 87.0% 93.1%
o Overall Occupancy 94.1%(2) 96.9%
(1) Sales information is not available for 1996 and 1997 since Westfield
America did not acquire the property until November 1998.
(2) Reflects retail/anchor occupancy only.
<PAGE>
26
Westfield Portfolio
In-Line Lease Rollover Profile(1)
- --------------------------------------------------------------------------------
Downtown Plaza
[The following table was represented as a bar/mountain
chart in the printed material]
% of GLA Expiring Cumulative Expiration
2000 5.9% 5.9%
2001 1.8% 7.7%
2002 2.4% 10.1%
2003 13.5% 23.6%
2004 8.8% 32.4%
2005 3.1% 35.5%
2006 12.4% 47.8%
2007 3.3% 51.2%
2008 8.9% 60.1%
2009 33.1% 93.1%
(1) Based upon the expiration of in-line leases currently in place.
<PAGE>
27
Westfield Portfolio
Financial Highlights
- --------------------------------------------------------------------------------
Downtown Plaza
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
UW
1997 1998 1999 Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $18,215,303 $18,826,826 $20,688,809 $21,576,400
o Operating Expenses 7,422,830 7,984,379 8,014,405 8,146,431
----------- ----------- ----------- -----------
o Net Operating Income $10,792,473 $10,842,447 $12,674,404 $13,429,969
o TI, LC & Replacement Reserves 953,682
-----------
o Net Cash Flow $12,476,287
-----------
</TABLE>
<PAGE>
28
Westfield Portfolio
Financial Highlights (cont'd)
- --------------------------------------------------------------------------------
Downtown Plaza
Underwriting Assumptions
o Revenues:
- Underwritten Base Rent is based on the 2/1/00 rent roll.
- All underwritten additional income categories including Expense
Recoveries, Percentage Rent and Other Income are based on 1999
operating statements.
o Operating Expenses:
- Underwritten Operating Expenses except Management Fees are based on
1999 operating statements.
- Underwritten Management Fees are calculated at 4% of EGI, less
Expense Recoveries.
o TI, LC and Replacement Reserves:
- Underwritten Replacement Reserves are $0.30 psf.
- Tenant improvements are calculated based on a 10 year lease term,
75% renewal probability, $17.50 psf for new tenants and $10.00 psf
for renewals. No tenant improvements were applied to anchor tenants.
- No leasing commissions were applied since the borrower pays them
from its management fee, per the management contract.
<PAGE>
29
Westfield Portfolio
Competitive Retail Properties
- --------------------------------------------------------------------------------
Downtown Plaza
<TABLE>
<CAPTION>
- ------------------ ----------------------- ------------------ ----------- -------------------------
Year Built/
Property Location Renovated Size (sf) Anchor/Major Tenants
- ------------------ ----------------------- ------------------ ----------- -------------------------
<S> <C> <C> <C> <C>
Arden Fair Mall Sacramento, CA 1957 / 1990 and 1,116,363 JC Penney, Nordstrom,
(Five miles northeast 1994 Macy's and Sears
of Downtown Plaza)
Country Club Plaza Sacramento, CA 1960 / 1970, 1986 540,000 Gottschalk's and Macy's
(Seven miles northeast and 1989
of Downtown Plaza)
Florin Mall Sacramento, CA 1967 / 1976 and 1,020,446 JC Penney and Sears
(Seven miles southeast 1990
of Downtown Center)
</TABLE>
<PAGE>
30
Westfield Portfolio
Eastland Center, West Covina, California
- --------------------------------------------------------------------------------
[PHOTO OMITTED]
<PAGE>
31
Westfield Portfolio
Eastland Center, West Covina, California
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
<PAGE>
32
Westfield Portfolio
Property Highlights
- --------------------------------------------------------------------------------
Eastland Center
o Location: West Covina, California
o Property: 846,781 square foot power center
o Overall Occupancy: 97.0% as of February 2000
o In-Line Occupancy: 95.4% as of February 2000
o Year Built/Renovated: 1957 / 1996
o Ownership Interest: Fee
o Anchor Tenants: Target (122,000 sf), Burlington Coat Factory
(100,000 sf) and Mervyn's (79,800 sf)(1)
(1) Income relating to the space occupied by Mervyn's was not included in the
underwritten cash flow or valuation of the property.
<PAGE>
33
Westfield Portfolio
Property Highlights (cont'd)
- --------------------------------------------------------------------------------
Eastland Center
o Sales Figures:
- Estimated 1999 Total Sales(1): $156,446,000
- Estimated 1999 In-Line Sales(1): $14,213,000 or $217 psf
o 1999 Occupancy Cost: 4% of sales
o Appraised Value: $67,000,000 as of June 1999
o Loan-To-Appraised Value: 55.3% based on allocated loan
amount of $41,486,500
(1) Based on six months of actuals through 6/30/99 and six months of
borrower's projections 7/1/99 through 12/31/99.
<PAGE>
34
Westfield Portfolio
Property Highlights (cont'd)
- --------------------------------------------------------------------------------
Eastland Center
o DSCR (NCF): 1.32x(1)
o DSCR (NCF) at ARD: 1.47x(2)
(1) Calculated based on underwritten net cash flow of $4,528,561 and annual
debt service of $3,429,263.
(2) Calculated based on projected balance of $34,404,278 at Anticipated
Repayment Date.
<PAGE>
35
Westfield Portfolio
Property Highlights (cont'd)
- --------------------------------------------------------------------------------
Eastland Center
o Eastland Center is an 846,781 square foot power center located in West
Covina, California, 25 miles east of downtown Los Angeles. Eastland Center
is nearby and receives traffic from the adjacent interstate freeway. The
property was originally opened in 1957 as a two-level regional center and
was renovated in 1996 to a power center.
o The property is currently 97.0% occupied with three primary anchors
(Target, Burlington Coat Factory and Mervyn's) and 34 other tenants.
<PAGE>
36
Westfield Portfolio
Property Highlights (cont'd)
- --------------------------------------------------------------------------------
Eastland Center
<TABLE>
<CAPTION>
----------- ---------- ---------- --------------
Long-Term
Square % of Total Lease Credit Ratings
Footage GLA Expiration (Moody's/S&P)
----------- ---------- ---------- --------------
<S> <C> <C> <C> <C>
o Anchors
- Target 122,000 14.4% 1/2026 A3 / A-
- Burlington Coat Factory 100,000 11.8 9/2002 NR / NR
- Mervyn's(1) 79,800 9.4 1/2006 A3 / A-
------- -----
Subtotal Anchor Tenants: 301,800 35.6%
o Major In-Line Tenants
- Coast Federal S&L Association 79,789 9.4% 11/2010
- Lucky Market 50,000 5.9 2/2018
- Chick's Sporting Goods 48,163 5.7 7/2012
- Bed, Bath & Beyond 42,500 5.0 1/2009
------- -----
Subtotal Major In-Line Tenants: 220,452 26.0%
o Other In-Line Tenants: 324,529 38.3%
------- -----
o Total GLA: 846,781 100.0%
</TABLE>
(1) Income relating to the space occupied by Mervyn's was not included in the
underwritten cash flow or valuation of the property.
<PAGE>
37
Westfield Portfolio
Sales Highlights
- --------------------------------------------------------------------------------
Eastland Center
------ ------ ------ ------
1996 1997 1998 1999
------ ------ ------ ------
o Total Mall Sales ($ million): $89.8 $138.6 $146.5 $161.4
o In-Line Sales Per Square Foot $248 $214 $230 $217
o In-Line Occupancy Cost: 4% 5% 4% 4%
o In-Line Occupancy(1): 76% 94% 100.0% 95.4%
o Overall Occupancy(1): N/A 96.2% 100.0% 97.0%
(1) As of 12/31/96, 12/31/97, 12/31/98 and 2/1/00.
<PAGE>
38
Westfield Portfolio
In-Line Lease Rollover Profile(1)
- --------------------------------------------------------------------------------
Eastland Center
[The following table was represented as a bar/mountain
chart in the printed material]
% of GLA Expiring Cumulative Expiration
2000 0.3% 0.3%
2001 4.8% 5.1%
2002 12.9% 18.0%
2003 9.8% 27.8%
2004 2.1% 29.9%
2005 9.1% 39.0%
2006 0.0% 39.0%
2007 8.6% 47.6%
2008 6.1% 53.7%
2009 10.6% 64.3%
(1) Based upon the expiration of in-line leases currently in place (excluding
anchor space).
<PAGE>
39
Westfield Portfolio
Financial Highlights
- --------------------------------------------------------------------------------
Eastland Center
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
UW
1997 1998 1999 Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $5,334,643 $6,185,634 $7,274,985 $7,280,456(1)
o Operating Expenses 1,975,480 1,227,641 2,120,446 2,120,690
---------- ---------- ---------- ----------
o Net Operating Income $3,359,163 $4,957,993 $5,154,539 $5,159,766
o TI, LC & Replacement Reserves 631,206
----------
o Net Cash Flow $4,528,561
----------
</TABLE>
(1) Excludes income from Mervyn's.
<PAGE>
40
Westfield Portfolio
Financial Highlights (cont'd)
- --------------------------------------------------------------------------------
Eastland Center
Underwriting Assumptions
o Revenues:
- Underwritten Base Rent is based on the 2/1/00 rent roll.
- All underwritten additional income categories including Expense
Recoveries, Percentage Rent, and Other Income are based on 1999
operating statements.
o Operating Expenses:
- Underwritten Operating Expenses except Management Fees are based on
1999 operating statements.
- Underwritten Management Fees are calculated at 4% of EGI, less
Expense Recoveries.
o TI, LC and Replacement Reserves:
- Underwritten Replacement Reserves are $0.30 psf.
- Tenant improvements are calculated based on a 12 year lease term,
80% renewal probability, $17.50 psf for new tenants and $8.75 psf
for renewals. No tenant improvements were applied to anchor tenants
- No leasing commissions were applied since the borrower pays them
from its management fee, per the management contract.
<PAGE>
41
Westfield Portfolio
Competitive Retail Properties
- --------------------------------------------------------------------------------
Eastland Center
<TABLE>
<CAPTION>
- ------------------ ----------------------- ------------------ ----------- -------------------------
Year Built/
Property Location Renovated Size (sf) Anchor/Major Tenants
- ------------------ ----------------------- ------------------ ----------- -------------------------
<S> <C> <C> <C> <C>
Plaza at West Covina West Covina, CA 1975 / 1990 and 1,200,000 Macy's, JC Penney,
(Two miles west of 1993 Robinsons-May and Sears
Eastland Center)
Puente Hills Mall City of Industry, CA 1974 / 1991 and 1,200,000 Robinsons-May, Sears
(Six miles south of 1997 and AMC Theater
Eastland Center)
Sierra Center Baldwin Park, CA 1997 / N/A 220,766 Food For Less, Target
(Four miles west of and Office Max
Eastland Center)
</TABLE>
