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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WFS FINANCIAL OWNER TRUSTS
(ISSUER WITH RESPECT TO THE SECURITIES)
WFS RECEIVABLES CORPORATION 2
(CO-ORIGINATOR OF THE TRUSTS DESCRIBED HEREIN)
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NEVADA 9999 APPLIED FOR
(STATE OR OTHER JURISDICTION OF (PRIMARY SIC (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
6655 WEST SAHARA AVENUE
LAS VEGAS, NEVADA 89102
(702) 227-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DAVID A. GUAY
PRESIDENT
WFS RECEIVABLES CORPORATION 2
6655 WEST SAHARA AVENUE
LAS VEGAS, NEVADA 89102
(702) 227-8100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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ANDREW E. KATZ, ESQ. DALE W. LUM, ESQ.
MITCHELL, SILBERBERG & KNUPP LLP BROWN & WOOD LLP
11377 W. OLYMPIC BOULEVARD 555 CALIFORNIA STREET
LOS ANGELES, CALIFORNIA 90064-1683 SAN FRANCISCO, CALIFORNIA 94104-1715
(310) 312-2000 (415) 772-1200
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE*
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Auto Receivable Backed Securities....... $1,500,000,000 100% $1,500,000,000 $369,000
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* Estimated, pursuant to Rule 457(a) under the Securities Act, solely for the
purpose of calculating the registration fee on the basis of the proposed
maximum offering price per unit.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY , 2000
PROSPECTUS DATED , 2000
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WFS RECEIVABLES CORPORATION 2
REGISTRANT AUTO RECEIVABLE
WFS FINANCIAL INC BACKED SECURITIES, ISSUABLE IN
MASTER SERVICER SERIES
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THE SECURITIES TO BE SOLD:
- will be asset-backed securities issued from time to time in one or more
series;
- will be backed by one or more pools of automobile loans held by the issuer;
- will be rated in one of the four highest rating categories by at least one
nationally recognized statistical rating organization; and
- will have the benefit of one or more forms of credit enhancement, such as an
insurance policy, overcollateralization, subordination or spread account
funds.
THE ASSETS:
The assets of each issuer will consist of a pool of retail installment sales
contracts secured by new or used motor vehicles, and other assets specified in
the applicable prospectus supplement.
YOU SHOULD CAREFULLY REVIEW THE RISK FACTORS BEGINNING ON PAGE 8 OF THIS
PROSPECTUS AS WELL AS THOSE IN THE RELATED PROSPECTUS SUPPLEMENT. These
securities are automobile loan asset-backed securities issued by a trust.
The securities are not obligations of WFS Receivables Corporation 2, WFS
Financial Inc or any of their affiliates, nor are the securities insured by the
Federal Deposit Insurance Corporation or any other governmental agency on
instrumentality.
This prospectus may not be used to consummate sales of securities unless
accompanied by the prospectus supplement relating to the offering of these
securities.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000.
<PAGE> 3
IMPORTANT NOTICE ABOUT INFORMATION
PRESENTED IN THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission ("SEC") utilizing a "shelf" registration
process. Under this shelf process, we may sell any combination of the securities
described in this prospectus in one or more offerings. This prospectus provides
you with a general description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and the related prospectus supplement.
We have filed with the SEC a registration statement in connection with the
securities being offered in this prospectus. This prospectus is a part of the
registration statement but does not contain all of the information included in
the registration statement. Some information in this prospectus is not complete
and refers you to exhibits and schedules contained in the registration statement
and to documents incorporated by reference in this prospectus. You can review
and copy the registration statement at the following locations:
- Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549
- Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661
- 7 World Trade Center, Suite 1300, New York, New York 10048
- http://www.sec.gov.
If you purchase securities you will also be provided with unaudited
quarterly and annual reports concerning the automobile loan contracts which back
the securities.
You should rely on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information.
We do not claim the accuracy of the information in this prospectus as of
any date other than the date stated on the cover of this prospectus.
WHERE TO FIND INFORMATION IN THESE DOCUMENTS
We have included cross-references to captions in this prospectus and the
related prospectus supplement where you can find further related discussions. We
have started with an introductory section describing each trust, and an
abbreviated discussion of terms, of which some will apply to every offering
while others will vary depending on the nature of the particular offering. A
more complete description of terms follows the abbreviated discussion.
Cross-references may be contained in the introductory section which will
direct you elsewhere in this prospectus. You can also find references to key
topics in the Table of Contents.
You can find a listing of the pages where capitalized terms are defined
under the caption "Index of Definitions" beginning on page 53 of this
prospectus.
WFS, as Master Servicer, will provide without charge to each person to whom
a copy of this prospectus is delivered, including any beneficial owner of Notes,
on the written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference, except the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to Secretary, WFS
Financial Inc, 23 Pasteur, Irvine, California 92618 or by calling (949)727-1002.
2
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TABLE OF CONTENTS
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PAGE
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IMPORTANT NOTICE ABOUT INFORMATION
PRESENTED IN THIS PROSPECTUS....... 2
WHERE TO FIND INFORMATION IN THESE
DOCUMENTS.......................... 2
SUMMARY OF TERMS..................... 5
The Parties........................ 5
The Offered Securities............. 5
The Trust Property................. 5
Redemption of Securities and
Repurchase of Contracts......... 6
Tax Status......................... 7
ERISA Considerations............... 7
RISK FACTORS......................... 8
Absence of Secondary Market for the
Notes Could Limit Your Ability
to Resell the Notes............. 8
The Ratings of the Notes May be
Withdrawn or Revised Which May
Have an Adverse Effect on the
Market Price of the Notes....... 8
Losses on Contracts May be Affected
Disproportionately Because of
Geographic Concentration of
Contracts in California......... 8
Prepayments on the Contracts Could
Cause You to Be Paid Earlier
Than You Expected, Which May
Adversely Affect Your Yield to
Maturity........................ 8
Possession of the Contracts by WFS
Combined with the Insolvency of
WFS May Cause Your Payments to
Be Reduced or Delayed........... 9
Losses and Delinquencies on the
Contracts May Differ From WFS'
Historical Loss and Delinquency
Levels.......................... 9
Noteholders Have No Recourse
Against WFS for Losses.......... 9
FORMATION OF THE TRUST............... 9
General............................ 9
Capitalization..................... 11
Interest Rate and Currency Swaps... 11
Prefunding Account................. 11
The Owner Trustee.................. 12
THE CONTRACTS POOL................... 12
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Underwriting Procedures Relating to
the Contracts................... 12
Servicing of Contracts............. 14
POOL FACTORS AND TRADING
INFORMATION........................ 15
THE NOTES............................ 15
General............................ 15
Payments of Interest and
Principal....................... 15
Optional Repurchase of Contracts... 16
Prepayment Following Optional
Repurchase by WFSRC2............ 16
Optional Purchase.................. 16
The Indenture Trustee.............. 16
Events of Default.................. 17
CERTAIN INFORMATION REGARDING THE
SECURITIES......................... 17
Book-Entry Registration............ 17
Definitive Notes................... 19
Payments on the Contracts.......... 20
The Accounts and Eligible
Investments..................... 20
Distributions on the Notes......... 21
Payment Priorities of the Notes;
The Spread Account.............. 22
Withdrawals from the Spread
Account......................... 23
Payments from the Spread Account
and Under the Note Policy....... 23
Statements to Noteholders.......... 23
Evidence as to Compliance.......... 24
Certain Matters Regarding the
Master Servicer................. 25
Servicer Default................... 25
Rights Upon Servicer Default....... 27
Waiver of Past Defaults............ 27
Voting Interests................... 27
Amendment.......................... 28
List of Noteholders................ 30
No Bankruptcy Proceedings.......... 30
Termination........................ 30
The Trustees....................... 31
Duties of the Trustees............. 32
Administration Agreement........... 32
Prepayment Considerations.......... 32
THE NOTE POLICY...................... 33
Other Terms of the Note Policy..... 34
FINANCIAL SECURITY ASSURANCE INC..... 36
General............................ 36
Reinsurance........................ 36
Ratings............................ 37
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Capitalization..................... 37
Insurance Regulation............... 37
Sources of Additional
Information..................... 37
THE MASTER SERVICER.................. 37
Collection of Payments............. 38
Advances........................... 38
Insurance on Financed Vehicles..... 39
Servicer Determination and Reports
to Trustees..................... 39
Servicing Compensation............. 40
Realization Upon Defaulted
Contracts....................... 41
CERTAIN LEGAL ASPECTS OF THE
CONTRACTS.......................... 41
General............................ 41
Security Interests in the Financed
Vehicles........................ 42
Enforcement of Security Interests
in Financed Vehicles............ 43
Other Matters...................... 44
Repurchase Obligation.............. 44
</TABLE>
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WFSRC 2.............................. 45
WFS.................................. 45
General............................ 45
Business Activities................ 45
WESTCORP............................. 46
FEDERAL AND CALIFORNIA INCOME TAX
CONSEQUENCES....................... 46
Federal Income Tax Consequences.... 46
Tax Characterization of Trusts..... 46
Tax Consequences to Holders of the
Notes........................... 47
California Income Tax
Consequences.................... 49
ERISA CONSIDERATIONS................. 49
Overview........................... 49
Prohibited Transactions............ 49
The Notes.......................... 50
PLAN OF DISTRIBUTION................. 51
LEGAL MATTERS........................ 52
EXPERTS.............................. 52
INDEX OF DEFINITIONS................. 53
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4
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SUMMARY OF TERMS
This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making your
investment decision. To understand all of the terms of an offering, carefully
read this entire document and the accompanying prospectus supplement.
THE PARTIES:
The Issuer or the Trust....... Each series of Notes will be issued by a
separate owner trust (each, a "Trust")
Seller........................ WFS Receivables Corporation 2 ("WFSRC2")
Seller's Address.............. 6655 West Sahara Avenue, Las Vegas, Nevada
89102
Seller's Telephone Number..... (702) 227-8100
Master Servicer............... WFS Financial Inc ("WFS")
The Insurer................... Financial Security Assurance, Inc. ("Financial
Security")
Indenture Trustee............. See the related prospectus supplement
Owner Trustee................. See the related prospectus supplement
THE OFFERED SECURITIES:
We will describe in each prospectus supplement the securities we are
offering at that time. The offered securities will include one or more classes
of asset-backed notes. The offered securities may be senior notes or senior and
subordinated notes. If senior and subordinated notes are offered, the payment of
interest and principal on each subordinated class of notes will be subordinated
to payments on the senior notes as described in the related prospectus
supplement. Subordinated notes may be offered by a prospectus supplement in
addition to senior notes, but only if the subordinated notes are rated
investment grade by one or more nationally recognized statistical rating agency.
Any subordinated notes not so rated will not be offered securities. All
references in this prospectus to the "Notes" are to a series of senior notes,
unless otherwise expressly noted or as otherwise described in the related
prospectus supplement.
The Notes..................... Each Note will represent the right to receive
payments of principal and interest as described
in the related prospectus supplement. Payments
will be made on Distribution Dates set forth in
the related prospectus supplement.
THE TRUST PROPERTY:
General....................... The property of each trust will be described in
the applicable prospectus supplement. In
general, trust property will include:
- a pool of retail installment sales contracts
and a limited number of installment loans
originated by WFS, all of which are secured
by new or used automobiles or light duty
trucks;
- an insurance policy issued by the Insurer
guaranteeing all payments to be made to
holders of the senior notes; and
- the funds in a spread account; and
- any other credit enhancement features
designed to provide protection against losses
on trust assets.
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<PAGE> 7
THE CONTRACTS
The Contracts will consist of
- retail installment sales contracts secured by new and used automobiles
and light duty trucks purchased by WFS from new and used car dealers,
- retail installment loans secured by new and used automobiles and light
duty trucks made by WFS to the obligors under those loans, and
- retail installment loans secured by new and used automobiles and light
duty trucks made by independent auto finance companies to the obligors
under those loans, which loans have been purchased by WFS,
each a "Contract" and together "the Contracts", including in each case, the
right to receive the payments due thereon on or after the Cut-Off Date specified
in the related prospectus supplement.
THE NOTE POLICY
The Insurer will issue an insurance policy that will guarantee all payments
due to the Noteholders of insured classes.
THE SPREAD ACCOUNT
A Spread Account will be a segregated trust account in the name of the
Indenture Trustee that will afford you some limited protection against losses on
the Contracts. A Spread Account will be part of each Trust. It will be created
with an initial deposit by WFSRC2 of an amount specified in the related
prospectus supplement. On any date upon which payments are to be made with
respect to the Notes issued by a Trust (each such date, a "Distribution Date"),
the funds that are available from the Spread Account will be distributed to you
to cover any shortfalls in interest and principal required to be paid on the
senior notes. Except as otherwise set forth in the related prospectus
supplement, amounts on deposit in a Spread Account will not be available to
Holders of subordinated notes except to the extent distributed as excess funds
from a fully funded Spread Account. The funds in the Spread Account will be
supplemented on each Distribution Date by any available funds in the collection
account remaining after making all of the payments necessary on that
Distribution Date. The funds in the Spread Account will be supplemented until
they are at least equal to a certain percentage, described in the related
prospectus supplement, of the sum of the remaining principal balance of the
Simple Interest Contracts and the present value of the remaining scheduled
payments of the monthly principal and interest due on the Rule of 78's
Contracts. The percentage to be applied will depend upon the loss and
delinquency rate triggers in the related Sale and Servicing Agreement.
If on the last day of any month or on any Distribution Date the amount on
deposit in the Spread Account is greater than the amount required to be in that
account on that date, the excess cash will be distributed first to the Insurer
to the extent of any unreimbursed amounts due to it, then to WFSRC2 until it has
received an amount equal to the initial deposit, then to the subordinated notes,
if any, then to the Master Servicer to the extent it has earned additional
servicing fees and finally to the Seller, as described in further detail in the
related prospectus supplement. You will have no further rights to any such
excess cash once distributed.
REDEMPTION OF SECURITIES AND REPURCHASE OF CONTRACTS:
OPTIONAL REPURCHASE
WFSRC2 may repurchase all of the Contracts it has transferred to a Trust on
any Distribution Date prior to which it has given notice that it is exercising
this right (an "Optional Repurchase"), subject to the limitations to be
specified in the related prospectus supplement. If WFSRC2 exercises
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<PAGE> 8
its right to repurchase, WFSRC2 will pay a Trust a price equal to the unpaid
principal amount of all classes of Notes outstanding plus the accrued interest
on each of those classes of Notes, and a repurchase premium in an amount to be
specified in the related prospectus supplement.
OPTIONAL PURCHASE
WFSRC2 may purchase all of the Contracts owned by a Trust at any
Distribution Date at which the aggregate principal balance of the Simple
Interest Contracts plus the aggregate of the present value of the remaining
monthly principal and interest due on the Rule of 78's Contracts owned by the
Trust is equal to or less than an amount to be specified in the related
prospectus supplement (an "Optional Purchase").
OPTIONAL REDEMPTION
If WFSRC2 purchases all of the Contracts of the Trust pursuant to an
Optional Repurchase or an Optional Purchase, each class of outstanding Notes
will be redeemed in whole at a price equal to the unpaid principal amount of all
classes of Notes outstanding plus the accrued interest on each of those classes
of Notes, and in the case of an Optional Repurchase, the payment of a repurchase
premium in an amount to be specified in the related prospectus supplement.
MANDATORY REDEMPTION
The senior notes may be accelerated if an Event of Default has occurred and
is continuing under the Indenture. Except as otherwise provided in the related
prospectus supplement, if an Insurer Default has occurred and is continuing and
an Event of Default has occurred and is continuing, the Indenture Trustee may be
permitted to accelerate the senior notes. Except as otherwise provided in the
related prospectus supplement, if an Event of Default has occurred and is
continuing but no Insurer Default has occurred and is continuing, the Insurer
may have the right (in addition to its obligation to make payments on the senior
notes in accordance with the terms of the Note Policy), but not the obligation,
to elect to accelerate the senior notes. If the senior notes are accelerated,
the Master Servicer or the Indenture Trustee will sell or otherwise liquidate
the property of the Trust and deliver the proceeds to the Indenture Trustee for
distribution in accordance with the terms of the Indenture. The subordinated
notes, if any, will not be accelerated but will receive any liquidation proceeds
remaining after all obligations senior to the subordinated notes are paid in
full.
TAX STATUS:
In the opinion of Mitchell, Silberberg & Knupp LLP, special counsel for
federal income and California income tax purposes:
- the Notes will be characterized as debt; and
- the Trust will not be characterized as an association or a publicly
traded partnership taxable as a corporation.
If you purchase a Note, you agree to treat it as debt for tax purposes.
ERISA CONSIDERATIONS:
The Notes are generally eligible for purchase by employee and other benefit
plans that are subject to the Employee Retirement Income Security Act of 1974 as
amended ("ERISA"), or to Section 4975 of the Code. However, administrators of
employee benefit plans should review the matters discussed under "ERISA
Considerations" in this prospectus supplement and also should consult with their
legal advisors before purchasing Notes.
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RISK FACTORS
You should consider the following risk factors in deciding whether to
purchase any of the Notes. You should also consider the risk factors set forth
under the heading "Risk Factors" in the prospectus supplement.
ABSENCE OF A SECONDARY MARKET FOR THE NOTES COULD LIMIT YOUR ABILITY TO RESELL
THE NOTES
The absence of a secondary market for the Notes could limit your ability to
resell them. This means that if in the future you want to sell any Notes before
they mature, you may be unable to find a buyer or, if you find a buyer, the
selling price may be less than it would have been if a market existed for the
Notes. There currently is no secondary market for the Notes. The underwriters
named in the related prospectus supplement expect to make a market in the Notes
but will not be obligated to do so. There is no assurance that a secondary
market for the Notes will develop. If a secondary market for the Notes does
develop, it might end at any time or it might not be sufficiently liquid to
enable you to resell any of your Notes.
THE RATINGS OF THE NOTES MAY BE WITHDRAWN OR REVISED WHICH MAY HAVE AN ADVERSE
EFFECT ON THE MARKET PRICE OF THE NOTES
A rating agency can revise or withdraw its ratings at any time if it feels
the circumstances which led to the existing ratings have changed. A revision or
withdrawal of the existing rating may have an adverse effect on the market price
of the related Notes.
A security rating is not a recommendation to buy, sell or hold the Notes.
The ratings are an assessment by the rating agencies of the likelihood that each
class of Notes will be paid in full by the related final scheduled distribution
date. The ratings do not consider to what extent the Notes will be subject to
prepayment.
LOSSES ON CONTRACTS MAY BE AFFECTED DISPROPORTIONATELY BECAUSE OF GEOGRAPHIC
CONCENTRATION OF CONTRACTS IN CALIFORNIA
We anticipate that, as compared to other states, California will account
for a larger percentage of the aggregate principal balance of the Contracts.
Information regarding geographic concentrations is set forth in the prospectus
supplement under the heading "Geographic Concentration of the Contracts".
Economic conditions or other factors affecting California in particular could
adversely affect the losses on the Contracts.
PREPAYMENTS ON THE CONTRACTS COULD CAUSE YOU TO BE PAID EARLIER THAN YOU
EXPECTED, WHICH MAY ADVERSELY AFFECT YOUR YIELD TO MATURITY
The yield to maturity of the Notes may be adversely affected by a higher or
lower than anticipated rate of prepayments on the Contracts. If you purchase a
Note at a premium, and the Note pays principal more quickly than you expected,
your yield will be reduced and you may not recover the premium you paid.
Similarly, if you purchase a Note at a discount and the Note pays principal more
slowly than you expected, your yield will be lower than you anticipated. The
Contracts may be prepaid in full or in part at any time. We cannot predict the
rate of prepayments of the Contracts, which is influenced by a wide variety of
economic, social and other factors, including among others, obsolescence of the
related vehicles, prevailing interest rates, availability of alternative
financing, local and regional economic conditions and natural disasters.
Therefore, we can give no
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<PAGE> 10
assurance as to the level of prepayments that a Trust will experience. Your
Notes could be subject to optional or mandatory redemption features, exposing
you to investment risk. One or more classes of Notes may be subject to optional
or mandatory redemption in whole or in part, on or after a specified date, or on
or after the time when the aggregate outstanding principal amount of the
Contracts or the Notes is less than a specified amount or percentage. Since
prevailing interest rates may fluctuate, we cannot assure you that you will be
able to reinvest these amounts at a yield equaling or exceeding the yield on
your Notes. You will bear the risk of reinvesting unscheduled distributions
resulting from a redemption.
POSSESSION OF THE CONTRACTS BY WFS COMBINED WITH THE INSOLVENCY OF WFS MAY CAUSE
YOUR PAYMENTS TO BE REDUCED OR DELAYED
Any insolvency by WFS while in possession of the Contracts may result in
competing claims to ownership or security interests in the Contracts which could
result in delays in payments on the Notes, losses to securityholders or the
repayment of the Notes. In addition, if the Seller, the servicer, or a third
party while in possession of the Contracts, sells or pledges and delivers them
to another party, that party could acquire an interest in the Contracts with
priority over the Trustee's interest. This could result in delays in payments on
the Notes, losses to you or the repayment of the Notes.
LOSSES AND DELINQUENCIES ON THE CONTRACTS MAY DIFFER FROM WFS' HISTORICAL LOSS
AND DELINQUENCY LEVELS
We cannot guarantee that the delinquency and loss levels of the contracts
in the Trust will correspond to the historical levels WFS experienced on its
loan and vehicle portfolio. There is a risk that delinquencies and losses could
increase or decline significantly for various reasons including:
- Changes in underwriting standards; or
- Changes in the local, regional or national economies.
NOTEHOLDERS HAVE NO RECOURSE AGAINST WFS FOR LOSSES
There is no recourse against WFS. The Notes represent obligations solely of
the Trust or debt secured by the trust property. No Notes will be guaranteed by
WFS, WFSRC2 or the applicable trustee. Consequently, if payments on the
Contracts, and to the extent available, any credit enhancement, are insufficient
to pay the securities in full, you have no rights to obtain payment from WFS,
WFSRC2 or the applicable trustee.
FORMATION OF THE TRUST
GENERAL
Each Trust will be a business trust formed for the transaction described in
this prospectus under the laws of the State of Delaware pursuant to a trust
agreement which will be amended and restated on a date to be specified in the
related prospectus supplement (the "Trust Agreement"). After its formation, the
Trust will only engage in the following activities:
- acquiring, holding and managing the Contracts and the other assets of the
Trust and proceeds therefrom;
- issuing the Notes to investors (which may include affiliates of WFS and
WFSRC2);
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- issuing Certificates to the Seller or its affiliates;
- making payments on the Notes and Certificates; and
- engaging in other activities that are necessary, suitable or convenient
to accomplish the foregoing purposes or are incidental thereto or
connected therewith.
On or before the date the Notes are initially issued (the "Closing Date"),
the Seller will establish the Trust (as described in greater detail in the
related prospectus supplement) to which the Contracts will be sold. On the
Closing Date WFS will sell the Contracts to the Seller and the Seller will
transfer and assign the Contracts to the Trust. The Trust will, also on the
Closing Date, issue the senior notes and the subordinated notes, if any, to the
Seller. The Seller will sell the Notes to the Underwriters and the Underwriters
will distribute the Notes as described herein under the caption "Plan of
Distribution" and in the related prospectus supplement under the caption
"Underwriting". The Seller will receive Certificates representing its beneficial
interest in the assets of the Trust. All classes of subordinated notes, if any,
will be subordinated to all classes of senior notes and the Certificates will be
subordinated to the Notes.
WFS will act as Master Servicer of the Contracts and will receive
compensation and fees for those services. WFS, as Master Servicer, may retain
physical possession of the original executed Contracts, and certain other
documents or instruments relating to the Contracts, as custodian for the Owner
Trustee pursuant to the Sale and Servicing Agreement, or may employ one or more
Subservicers as custodians. In order to protect the Trust's ownership interest
in the Contracts, the Trust's interest in the Contracts will be perfected by
filing UCC-1 financing statements in the States of California and Nevada to give
notice of the Trust's ownership of the Contracts. Under the Sale and Servicing
Agreement and the Indenture, WFS will be obligated to take all necessary steps
to preserve and protect the interests of the Trustees in the Contracts. Neither
the Indenture Trustee nor the Owner Trustee will be responsible for the
legality, validity or enforceability of any security interest in respect of any
Contract. WFS will not physically segregate the Contracts from other retail
installment sales contracts and installment loans owned or serviced by it and
will not stamp the Contracts with notice of the sale to the Seller or the Trust.
See "Certain Legal Aspects of the Contracts".
Simultaneously with the issuance of the Notes, the Insurer will issue a
policy (the "Note Policy") to the Indenture Trustee for the benefit of the
Holders of the senior notes, except as otherwise disclosed in the related
prospectus supplement. Under the Note Policy, the Insurer will unconditionally
and irrevocably guarantee to the related Holders of each class of insured notes
full and complete payment of the Scheduled Payments for each Distribution Date.
The Insurer will have a lien on the Contracts and other documents relating to
the Contracts subordinate to the interest of the Holders of the Notes, which
lien cannot be executed upon until all required payments under the Note Policy
have been made. Detailed information about the Note Policy and the Insurer are
set forth under the headings "The Note Policy" and "Financial Security Assurance
Inc.".
On and after the Closing Date, the property of the Trust will consist of:
- Contracts secured by new or used automobiles and light duty trucks (the
"Financed Vehicles");
- principal and interest due under the Contracts on and after a date to be
specified in the prospectus supplement (the "Cut-Off Date");
- security interests in the Financed Vehicles;
- the Note Policy;
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- amounts on deposit in the Collection Account, the Note Distribution
Account, the Spread Account and the Holding Account, including all
Eligible Investments therein and all income from the investment of funds
therein and all proceeds therefrom;
- proceeds from claims under certain insurance policies in respect of
individual Financed Vehicles or obligors under the Contracts (the
"Obligors"); and
- rights as a third party beneficiary under the sale and servicing
agreement (the "Sale and Servicing Agreement"), among the Trust, the
Seller and the Master Servicer.
Pursuant to the Indenture, the property of the Trust (other than the Note
Distribution Account and the Note Policy) will be held by the Master Servicer
for the benefit of the Indenture Trustee on behalf of the holders of the Notes
and the Insurer.
After the sale and assignment of the Contracts to the Trust, WFS as Master
Servicer must repurchase Contracts only if:
(a) one of the following occur:
- any representation or warranty made by WFS is incorrect;
- WFS breaches its obligations under the Sale and Servicing Agreement
regarding collection of payments on the Contracts; or
- WFS fails to maintain the Trust's first priority perfected security
interest in each Contract;
(b) such incorrectness or breach listed in (a) above is not cured
within 30 days; and
(c) that incorrectness or breach materially and adversely affects a
Contract.
See "The Master Servicer."
CAPITALIZATION
Each prospectus supplement sets forth further details regarding the
capitalization of the Trust.
INTEREST RATE AND CURRENCY SWAPS
The Trust may include a derivative arrangement for any series or class of
Notes. A derivative arrangement may include a guaranteed rate agreement, a
maturity liquidity facility, a tax protection agreement, an interest rate cap or
floor agreement, an interest rate or currency swap agreement or any other
similar arrangement. The related prospectus supplement will contain further
details regarding any such arrangement.
PREFUNDING ACCOUNT
The amount of Notes issued by a particular Trust may exceed the Aggregate
Scheduled Balance of the Contracts sold to that Trust. If so, the difference
will be placed in a cash account (the "Prefunding Account"). The Prefunding
Account will be used to purchase additional Contracts by the Trust. The
Prefunding Account will not exceed 25% of the principal amount of the Notes sold
by a Trust. The related prospectus supplement will contain further details
regarding the Prefunding Account, if any.
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THE OWNER TRUSTEE
The Owner Trustee will have the rights and duties set forth herein under
"Certain Information Regarding the Securities -- The Trustees" and "-- Duties of
the Trustees". Each prospectus supplement will contain further information
regarding the Owner Trustee.
THE CONTRACTS POOL
Each Contract is a retail installment sales contract or installment loan
originated by a new or used car dealer or an auto finance company. Most of the
Contracts will be purchased by WFS from new and used car dealers; however, a
limited number of Contracts may be installment loans originated by branch
offices or affiliates of WFS directly to consumers or by other independent auto
finance companies which loans are then sold to WFS. Each Contract is secured by
a Financed Vehicle. Except as otherwise noted, all references herein to
contracts include installment loans.
WFS will select the Contracts from its portfolio of fixed-interest rate
contracts which are secured by new and used automobiles or light duty trucks.
The Contracts are underwritten and purchased by WFS in the ordinary course of
its business operations. Each of the Contracts is fully amortizing and provides
for level payments over its term, with the portions of principal and interest of
each such level payment being determined on the basis of the Rule of 78's or the
simple interest (actual number of days) method. The amortization of the Rule of
78's Contracts will result in the outstanding principal balance on each of those
Contract being in excess of the Scheduled Balance of that Contract. For purposes
of the Trust, all Rule of 78's Contracts are amortized on an actuarial basis to
prevent shortfalls of principal payments on the Notes. As amortization on an
actuarial basis produces a faster amortization than does application of the Rule
of 78's, there will not be a shortfall of principal in any event, including as a
result of prepayments or timely payment to maturity of a Rule of 78's Contract.
The prospectus supplement sets forth details regarding the percentage of
Contracts which are Rule of 78's Contracts and the percentage of Contracts which
are Simple Interest Contracts. Each prospectus supplement also will contain
details regarding the distribution of Contracts by APR, the geographic
concentration of the Contracts, and the percentage of Contracts relating to new
and used vehicles.
UNDERWRITING PROCEDURES RELATING TO THE CONTRACTS
WFS and its predecessors and affiliates have underwritten and purchased
contracts since 1973. The discussion herein regarding contracts is applicable to
the Contracts and none of the Contracts included in the Trust Property will have
been underwritten under special financing programs. WFS purchases contracts
across the full spectrum of the prime and non-prime credit quality market. It
offers competitive rates commensurate with the risks inherent in its obligors'
ability to make payments under their contracts.
Substantially all contracts are nonrecourse to the originating dealer or
lender. In the case of new vehicle contracts, the original amount financed does
not exceed the sum of the dealer's cost, taxes, license fees, service warranty
cost and, if applicable, premiums for credit life or credit disability
insurance, and in some cases, miscellaneous costs. Over-advances (i.e., advances
in excess of the amount specified in the previous sentence) may be made under
certain circumstances to assist a dealer in selling an automobile or light duty
truck by permitting a lower down payment, and in some cases no down payment,
based on the creditworthiness of the applicant. For used vehicles, the amount
financed does not exceed the wholesale "blue book" value for the vehicle plus
the related expenses and the over-advances just described. WFS does not have a
fixed maximum amount
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financed as a percentage of the wholesale or retail value of the financed
vehicle. Any amount financed in excess of the wholesale value of the financed
vehicle is dependent upon the creditworthiness of the applicant. WFS believes
that, with respect to substantially all contracts, the total amount financed,
including any over-advance, does not exceed the retail value of the financed
vehicle.
Each contract is fully amortizing and provides for level payments over its
term with the portion of principal and interest of each level payment determined
generally on the basis of the sum of the digits (also known as the Rule of
78's), or on a simple interest basis otherwise. WFS does not have minimum
maturity requirements; however, contracts with maturities of less than three
years are seldom purchased or made due to low customer demand.
The underwriting process begins when an application is faxed to WFS'
centralized data entry center. WFS' data entry group enters the applicant
information into its front-end underwriting computer system. Once the
application has been entered, the computer system will automatically obtains
credit bureau information on the applicant which is then routed through one of
WFS' multiple proprietary credit scorecards.
WFS uses credit scoring to differentiate credit applicants and to rank
order credit risk in terms of expected default probabilities, which enables WFS
to tailor contract pricing and structure according to this statistical
assessment of credit risk. For example, a consumer with a lower score would
indicate a higher probability of default; therefore, WFS would structure and
price the transaction to compensate for this higher default risk. Multiple
scorecards are used to accommodate the full spectrum of contracts WFS purchases.
In addition to a credit score, the system will highlight certain aspects of the
credit application which have historically impacted the creditworthiness of the
borrowers.
Given the different risk characteristics of the contracts WFS acquires, WFS
has separate credit analysts who specialize in reviewing either prime or
non-prime contracts. Credit analysts are responsible for properly structuring
and pricing deals to meet WFS' risked-based criteria. Credit analysts review the
information, structure and price of an application and make a determination
whether to approve or decline it, or make a counteroffer to the dealer. Each
credit analyst's lending levels and approval authorities are established based
on the individual's credit experience and portfolio performance, credit manager
audit results and quality control review results. Higher levels of approvals are
required for higher credit risk and are controlled by system driven parameters
and limits. System driven controls include limits on interest rates, contract
term, contract advances, payment to income ratios, debt to income ratios,
collateral values and low side overrides.
Once adequate approval has been received, the computer system automatically
sends a fax back to the dealer with WFS' credit decision, specifying approval,
denial or conditional approval based upon modification to the transaction such
as increase in down payment, reduction of term, or the addition of a co-signer.
As part of the approval process, the system or the credit analyst may require
that some of the information be verified, such as income, employment, residence
or credit history of the applicant. The system increases efficiency by
automatically denying approval in certain circumstances without additional
underwriting being performed. These automated notices are controlled by
parameters set by WFS to be consistent with WFS' credit policy.
If the dealer and obligor accept the terms of the approval, the dealer is
required to deliver the necessary documentation for each contract to the
appropriate office. The operations group audits such documents for completeness
and consistency with the application, providing final approval and funding of
the contract. A direct deposit is made or a check is prepared and is promptly
sent to the dealer for payment. The dealer's proceeds include an up-front dealer
participation paid to the dealer
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for consideration of the acquisition of the contract. The completed contract
file is then forwarded to the records center for imaging.
Under the direction of WFS' Credit Pricing Committee, the Chief Credit
Officer of WFS oversees credit risk management, sets underwriting policy,
monitors contract pricing and tracks compliance to underwriting policies and
re-underwrites select contracts. If re-underwriting statistics are unacceptable,
all monthly and quarterly incentives. are forfeited by the office that
originated the contracts. WFS' internal quality control group reviews contracts,
on a statistical sampling basis, to ensure adherence to established lending
guidelines and proper documentation requirements. Credit managers, within each
regional business center, provide direct management oversight to each credit
analyst. In addition, the Chief Credit Officer provides oversight management to
ensure that all credit managers analysts are following overall corporate
guidelines.
Contracts purchased from independent auto finance companies are fully
underwritten by WFS in the same manner and to the same criteria as contracts
originated by WFS. WFS purchases contracts from independent auto finance
companies only after WFS has completed a thorough review of the business
practices and lending criteria applied by that independent auto finance company
and WFS has entered into a written agreement with that company. The written
agreement contains representations and warranties as to the contracts no less
broad than those made by WFS or the Seller in the Sale and Servicing Agreement
as to a related Trust.
SERVICING OF CONTRACTS
WFS services all of the contracts WFS purchases or originates, both those
held by WFS and those sold in securitization transactions. The servicing process
includes the routine collection and processing of payments, responding to
obligor inquiries, maintaining the security interest in the vehicle, maintaining
physical damage insurance coverage and repossessing and selling collateral when
necessary.
WFS uses monthly billing statements to serve as a reminder to borrowers as
well as an early warning mechanism in the event an obligor has failed to notify
WFS of an address change. Approximately 15 days before a borrower's payment is
due, WFS mails a billing statement directing the borrower to mail payments to
WFS' lockbox address. Payments received in the mail or through WFS' offices are
processed by WFS' remittance processing center using state of the art lockbox
equipment. To expedite the collection process, WFS accepts payments from
obligors through automated payment programs, direct debits and third party
payment processing services. WFS' customer service center uses interactive voice
response technology to answer routine account questions and route calls to the
appropriate service counselor.
WFS' fully integrated servicing and collections system automatically
forwards accounts based on estimated likelihood of default and delinquency
status to WFS' automated dialers or to WFS' collection centers throughout the
country. Obligors who are past due initially receive a call from a collector
queued by WFS' automated telephone dialing system. If the system is unable to
reach an obligor within a specified number of days or if the account is more
than 30 days delinquent, the account is forwarded to a collection specialist
within the office that originated the contract. This process balances the
efficiency of centralized collection efforts with the effectiveness of
decentralized personal collection efforts. WFS' systems also track delinquencies
and chargeoffs, monitor the performance of WFS' collection associates and
forecast potential future delinquency. To assist in the collections process, WFS
can access original documents through WFS' imaging system which stores all the
documents related to each contract. WFS limits deferments to a maximum of three
deferments over the life of the contract and rarely rewrites contracts.
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If satisfactory payment arrangements are not made by delinquent obligors,
the vehicle is generally repossessed within 60 to 90 days of the date of
delinquency, subject to compliance with applicable law. WFS uses independent
contractors to perform repossessions. The vehicle remains in WFS' custody
generally for 15 days, or longer if required by local law, to provide the
obligor the opportunity to redeem the contract. If after the redemption period
the delinquency is not cured, WFS writes down the vehicle to fair value and
reclassifies the contract as a repossessed asset. After the redemption period
expires, WFS prepares the vehicle for sale. WFS sells substantially all
repossessed vehicles through wholesale auto auctions. WFS does not provide the
financing on repossessions sold. WFS uses regional remarketing departments to
sell WFS' repossessed vehicles. Once the vehicle is sold, any remaining
deficiency balances are then charged off.
POOL FACTORS AND TRADING INFORMATION
The "Note Pool Factor" for each class of Notes will be a six-digit decimal
which the Master Servicer will compute prior to each Distribution Date
indicating the unpaid principal amount of each class of Notes, after giving
effect to payments to be made on that Distribution Date, as a fraction of the
initial outstanding principal amount of that class of Notes. Each Note Pool
Factor will be 1.000000 as of the Closing Date, and thereafter will decline to
reflect reductions in the outstanding principal amount of the applicable class
of Notes. A Noteholder's portion of the aggregate outstanding principal amount
of the related class of Notes will be the product of (i) the original
denomination of such Noteholder's Note and (ii) the applicable Note Pool Factor
at the time of determination.
The Noteholders will receive reports on or about each Distribution Date
concerning payments received on the Contracts, the Aggregate Scheduled Balance,
each Note Pool Factor and various other items of information. In addition,
Noteholders of record during any calendar year will be furnished information for
tax reporting purposes not later than the latest date permitted by law. See
"Certain Information Regarding the Securities -- Statements to Noteholders".
THE NOTES
GENERAL
Each Trust will issue one or more classes of Notes pursuant to the terms of
an indenture (the "Indenture"). You can obtain a copy of the Indenture (without
exhibits) by writing to the Indenture Trustee at its corporate trust office set
forth in the related prospectus supplement. The following summary and the
information contained under "Certain Information Regarding the Securities"
describes certain terms of the Indenture and the Notes, but does not purport to
be complete. You should review the applicable prospectus supplement, the
provisions of the Notes and the Indenture along with the following summary in
order to have more complete information. Where particular provisions or terms
used in the Notes or the Indenture are referred to, the actual provisions of
such documents (including definitions of terms) are incorporated by reference as
part of such summaries.
PAYMENTS OF INTEREST AND PRINCIPAL
The applicable prospectus supplement will describe the timing and priority
of payment, seniority, allocations of losses, interest rate and amount of or
method of determining payments of principal and interest on each class of notes
of a given series, including the final distribution date for each class of Notes
(each, a "Final Scheduled Distribution Date"). In particular, interest and/or
principal may be
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paid at different intervals, for example, monthly, quarterly, or semi-annually.
Interest may be payable on either a fixed or floating rate basis. The rights of
holders of any class of notes to receive payments of principal and interest may
be senior or subordinate to the rights of holders of any other class or classes
of notes of that series. The rights of Holders of subordinated notes, will be
subordinated to the rights of the Notes.
OPTIONAL REPURCHASE OF CONTRACTS
WFSRC2 will have an Optional Repurchase right as to the Contracts it has
transferred to a Trust, subject to the limitations to be specified in the
related prospectus supplement. If WFSRC2 exercises its Optional Repurchase
right, WFSRC2 will pay the Trust a price equal to the unpaid principal amount of
all classes of Notes outstanding plus the accrued interest on each of those
classes of Notes, and a repurchase premium in an amount to be specified in the
related prospectus supplement.
PREPAYMENT FOLLOWING OPTIONAL REPURCHASE
If WFSRC2 exercises its Optional Repurchase right as described above,
except as otherwise disclosed in the related prospectus supplement:
- the amount received upon repurchase equal to the unpaid principal amount
of all classes of Notes outstanding plus the accrued interest on each of
those classes of Notes (the "Base Price") will be treated as other
collections on the Contracts and distributed to the Noteholders in the
order of priority specified in the related prospectus supplement in
addition to the distributions to which the Noteholders would then
otherwise be entitled to receive,
- the amount received equal to the prepayment premium (the "Repurchase
Premium") will be distributed by the Trust on a pro rata basis to all
classes of Notes then outstanding based upon the principal amount of each
such class outstanding following all other payments made on the
Distribution Date on which the distribution occurs other than the amount
paid equal to the Scheduled Balances of the repurchased Contracts, and
- the repurchased Contracts will be transferred back to WFSRC2 and will no
longer be assets of the Trust.
The effect of the exercise by WFSRC2 of its optional right to repurchase all of
the Contracts it has sold to a Trust will be a reduction of the average life of
each class of Notes outstanding at the time the Optional Repurchase occurs. The
extent of that reduction will be a function of when, following the Closing Date,
the repurchase occurs. The reduction will be greater the sooner after the
Closing Date the repurchase occurs.
OPTIONAL PURCHASE
Each Class of outstanding Notes may be subject to redemption, on terms set
forth in the applicable prospectus supplement. An Optional Purchase may occur on
any distribution date at which the aggregate principal balance of the Simple
Interest Contracts plus the aggregate of the present value of the remaining
monthly principal and interest due on the Rule of 78's Contracts owned by the
Trust is equal to or less than an amount to be specified in the applicable
prospectus supplement.
THE INDENTURE TRUSTEE
The Indenture Trustee will have the rights and duties set forth under
"Certain Information Regarding the Securities -- The Trustees" and "-- Duties of
the Trustees". Each prospectus supplement will contain further information
regarding the Indenture Trustee.
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EVENTS OF DEFAULT
With respect to the Notes of a given series, unless otherwise specified in
the related prospectus supplement, "Events of Default" under each Indenture will
occur if:
(1) the Trust fails to pay any interest on the Notes of any class
within 5 days after the interest payment becomes due and payable;
(2) the Trust fails to pay any principal of the Notes of any class
when it becomes due and payable;
(3) the Indenture Trustee notifies the Trust, or if the holders of
Notes evidencing at least 25% of the voting interests of all the Notes,
notifies the Trust or the Indenture Trustee that one of the following
events has occurred, and continues for a period of 30 days after the notice
is given:
- the Trust fails to observe or perform any covenant or agreement it
made in the Indenture; or
- the representations or warranties made by the Trust in the Indenture
or in any certificate delivered pursuant to or in connection with the
Indenture was incorrect in a material respect at the time it was made;
or
(4) certain events of bankruptcy, insolvency, receivership or
liquidation relating to the Trust occur (each, a "Trust Insolvency").
CERTAIN INFORMATION REGARDING THE SECURITIES
BOOK-ENTRY REGISTRATION
Except as otherwise described in the related prospectus supplement, the
Depository Trust Company ("DTC"), New York, New York, will act as securities
depository for each class of senior notes. Each class of senior notes will be
issued as fully registered securities registered in the name of Cede & Co.
("Cede"), the nominee of DTC. No person acquiring a beneficial interest in the
senior notes (each, an "Owner") will be entitled to receive Definitive Notes
representing such person's beneficial ownership interest in the related senior
notes except in the event that Definitive Notes are issued under the limited
circumstances described herein. It is anticipated that the only Holders of the
senior notes will be Cede, as nominee of DTC. Owners will not be recognized by
the Indenture Trustee as "Holders," as such term will be used in the Indenture.
Owners will only be permitted to exercise the rights of Holders indirectly
through DTC and its Participants, as further described below. It is anticipated
that subordinate notes will be issued as Definitive Notes, unless otherwise
disclosed in the related prospectus supplement.
DTC is a limited purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the Uniform Commercial Code in effect in the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). DTC
was created to hold securities for its participating members ("Participants")
and to facilitate the clearance and settlement of securities transactions
between Participants through electronic book-entry changes in accounts of its
Participants, thereby eliminating the need for physical movement of securities
certificates. Participants include securities brokers and dealers (including,
except as otherwise set forth in the prospectus supplement, the underwriters
named therein), banks, trust companies and
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clearing corporations. Indirect access to the DTC system also is available to
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly (the
"Indirect Participants"). The rules applicable to DTC and its Participants are
on file with the SEC.
Owners that are not Participants or Indirect Participants but desire to
purchase, sell or otherwise transfer ownership of, or an interest in, senior
notes may do so only through Participants and Indirect Participants.
Participants will receive a credit for the related senior notes on DTC's
records. The ownership interest of each Owner will in turn be recorded on the
respective records of Participants and Indirect Participants. Owners will not
receive written confirmation from DTC of their purchase, but Owners are expected
to receive written confirmations providing details of the transaction, as well
as periodic statements of their holdings, from the Participant or Indirect
Participant through which the Owner entered into the transaction. Transfers of
ownership interests in the senior notes will be accomplished by entries made on
the books of Participants acting on behalf of the related Owners.
To facilitate subsequent transfers, all senior notes deposited by
Participants with DTC will be registered in the name of Cede, as nominee of DTC.
The deposit of senior notes with DTC and their registration in the name of Cede
will not change beneficial ownership. DTC will have no knowledge of the actual
Owners and its records will reflect only the identity of the Participants to
whose accounts such senior notes are credited, which may or may not be the
ultimate Owners. Participants and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Participants, by
Participants to Indirect Participants and by Participants and Indirect
Participants to Owners will be governed by arrangements among them, subject to
any statutory or regulatory requirements as may be in effect from time to time.
DTC's practice is to credit Participants' accounts on each Distribution
Date in accordance with their respective holdings of senior notes as shown on
DTC's records unless DTC has reason to believe that it will not receive payment
on such Distribution Date. Payments by Participants and Indirect Participants to
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
or Indirect Participant and not of DTC, the Indenture Trustee, the Owner
Trustee, the Insurer or the Sellers, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal of and
interest on the senior notes and any premium to DTC will be the responsibility
of the related Trustee, disbursement of such payments to Participants will be
the responsibility of DTC and disbursement of such payments to Owners will be
the responsibility of Participants and Indirect Participants. As a result, under
the book-entry format, Owners may experience some delay in their receipt of
payments. DTC will forward such payments to its Participants which thereafter
will forward them to Indirect Participants or Owners.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of an Owner to
pledge senior notes to persons or entities that do not participate in the DTC
system, or otherwise take actions with respect to such senior notes, may be
limited due to the lack of a physical certificate for such senior notes.
Neither DTC nor Cede will consent or vote with respect to the senior notes.
Under its usual procedures, DTC will mail an "Omnibus Proxy" to the Indenture
Trustee or the Owner Trustee, as the case may be, as soon as possible after each
applicable record date for such a consent or vote. The Omnibus Proxy will assign
Cede's consenting or voting rights to those Participants to whose accounts
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the related Notes will be credited on that record date (identified in a listing
attached to the Omnibus Proxy).
None of the Master Servicer, the Sellers, the Insurer, the Indenture
Trustee or the Owner Trustee will have any liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the senior notes held by Cede, as nominee for DTC, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
DEFINITIVE NOTES
Physical certificates representing the subordinated notes or any class of
senior notes not held in book-entry form ("Definitive Notes") will be issued to
the related Owners rather than to DTC, only if:
- DTC is no longer willing or able to discharge its responsibilities as
depository with respect to the Notes, and neither the Indenture Trustee
nor the Administrator is able to locate a qualified successor;
- the Administrator, at its option, elects to terminate the book-entry
system with respect to the related senior notes through DTC;
- after an Event of Default or Servicer Default, Holders of the senior
notes evidencing 51% or more of the voting interests of all senior notes
advise the related Trustee through DTC and its Participants in writing
that the continuation of a book-entry system through DTC or its successor
is no longer in the best interests of the related Owners; or
- the class of Notes is subordinated and the issuer elects not to utilize
DTC.
Upon the occurrence of any of the first three events described in the
immediately preceding paragraph, the Indenture Trustee will be required to
notify the related Owners, through Participants, of the availability through DTC
of Definitive Securities. Upon surrender by DTC of the certificates representing
all senior notes of any affected class and the receipt of instructions for
re-registration, such Trustee will issue Definitive Notes to the related Owners,
who thereupon will become Noteholders for all purposes of the Indenture or the
Trust Agreement, respectively.
Distributions on the Definitive Notes will be made by the related Trustee
directly to holders of such Definitive Notes in accordance with the procedures
described herein and to be set forth in the Indenture. Interest payments and any
principal payments on the Notes on each Distribution Date will be made to
holders in whose names the Definitive Notes were registered at the close of
business on the Record Date with respect to such Distribution Date.
Distributions will be made by check mailed to the address of such holders as
they appear on the register specified in the Indenture. The final payment on any
Notes (whether Definitive Notes or Notes registered in the name of Cede),
however, will be made only upon presentation and surrender of such Notes at the
office or agency specified in the notice of final distribution to Noteholders.
The Indenture Trustee will mail such notice to registered Holders of the Notes
within five Business Days of receipt from the Master Servicer of notice of
termination of the Trust.
Definitive Notes will be transferable and exchangeable at the offices of
the Indenture Trustee (or any security registrar appointed thereby), as will be
set forth in the Indenture, as the case may be. No service charge will be
imposed for any registration of transfer or exchange, but such Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.
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PAYMENTS ON THE CONTRACTS
All Net Collections on or in respect of the Contracts will be deposited in
or credited to the Collection Account or, in limited instances, the Holding
Account. "Net Collections" will include all payments received by the Master
Servicer on or in respect of the Contracts due on or after the Cut-Off Date, net
of late payments in respect of which the Master Servicer has previously made an
Advance or reimbursement to the Master Servicer for Nonrecoverable Advances. Net
Collections will include:
(a) prepayments, Net Liquidation Proceeds and Net Insurance Proceeds;
(b) any amounts deposited in the Collection Account by:
- the Seller to purchase Contracts (including the Scheduled Balances
of Contracts repurchased in connection with an Optional Repurchase
or an Optional Purchase), or
- the Master Servicer to purchase Contracts; and
(c) any Advances that may be made by the Master Servicer in respect of
delinquent Contracts.
"Net Liquidation Proceeds" will be proceeds received by the Master Servicer
(net of Liquidation Expenses) upon liquidation of a defaulted Contract.
"Liquidation Expenses" will be the reasonable out-of-pocket expenses (exclusive
of overhead expenses) incurred by the Master Servicer in realizing upon a
defaulted Contract. "Net Insurance Proceeds" will be proceeds paid by any
insurer under a comprehensive and collision or limited dual interest insurance
related to a Contract (other than funds used for the repair of the related
Financed Vehicle or otherwise released to the related Obligor in accordance with
normal servicing procedures), after reimbursement to the Master Servicer of
expenses recoverable under such insurance policy.
Subject to the remainder of this paragraph, distributions on the senior
notes will be made on each Distribution Date out of Net Collections for the
related Due Period plus certain reinvestment earnings on Eligible Investments
and any Advance made by the Master Servicer as described under "The Master
Servicer -- Advances". The amount of those Net Collections, reinvestment
earnings and Advances on each Distribution Date will be applied as described
under "Certain Information Regarding the Securities -- Distributions on the
Notes". Amounts, to the extent available, will be withdrawn from the Spread
Account to cover any shortfalls in distributions to Holders of the senior notes.
Except as otherwise disclosed in the related prospectus supplement, under the
Note Policy, the Insurer will be obligated to provide for distribution on the
senior notes on each Distribution Date the amount, if any, by which the amount
of Net Collections and funds available in the Spread Account is less than the
sum of the interest and principal due on the senior notes for that Distribution
Date and will be obligated to provide for the payment of Scheduled Payments on
each class of senior notes on its respective final scheduled distribution date.
Distributions to Holders of subordinated notes will be made in the manner
described in the related prospectus supplement.
THE ACCOUNTS AND ELIGIBLE INVESTMENTS
General. All net collections received by the Master Servicer on or in
respect of the Contracts and any Advances made by the Master Servicer will be
deposited in or credited to the Collection Account or, in certain limited
instances, the Holding Account. All amounts paid under the Note Policy will be
deposited in or credited to the Collection Account. On each Distribution Date,
the Indenture Trustee will distribute the amounts on deposit in the Collection
Account with respect to
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such Distribution Date to the Note Distribution Account. All payments to Holders
of the senior notes will be made from the Note Distribution Account.
The Collection Account. The Master Servicer will cause all collections made
on or in respect of the Contracts during a Due Period (other than amounts to be
deposited in the Holding Account as described below) to be deposited in or
credited to an account (the "Collection Account") to be established by the
Master Servicer under the Sale and Servicing Agreement. The collections
deposited will be net of late payments in respect of which the Master Servicer
has previously made an Advance and reimbursements to it for Nonrecoverable
Advances. The Collection Account may, upon prior written approval of the
Insurer, be an uninsured general ledger account or a deposit account at Western
Financial Bank, the parent of WFS (the "Bank"). Funds in the Collection Account
will be invested in a reinvestment contract (the "Reinvestment Contract") under
which the Bank and WFS Financial Auto Loans 2, Inc., a subsidiary of WFS, will
be the obligors, so long as the Reinvestment Contract is an Eligible Investment
as described below. The reinvestment earnings on the Reinvestment Contract for
each Distribution Date will be equal to the amount, if any, by which the related
payment of interest for that Distribution Date exceeds the aggregate amount of
interest accrued on the Contracts during the related Due Period. If the
Reinvestment Contract does not qualify as an Eligible Investment, the Indenture
Trustee shall invest the funds on deposit in the Collection Account in one or
more other Eligible Investments. Payments under the Reinvestment Contract will
be deposited in the Collection Account no later than the Business Day
immediately preceding each Distribution Date.
If an Event of Default under the Sale and Servicing Agreement has occurred
and is continuing, funds in the Collection Account eligible to be invested in
Eligible Investments will be invested at the direction of the Indenture Trustee.
"Eligible Investments" will be specified in the Sale and Servicing Agreement and
will be limited to investments which meet the criteria of the rating agencies as
being consistent with their then-current ratings of the senior notes. All income
or other gain from such investments will be promptly deposited in, and any loss
resulting from such investments shall be charged to, the Collection Account.
Note Distribution Account. The Master Servicer will establish and maintain
with the Indenture Trustee an account, in the name of the Indenture Trustee on
behalf of the Holders of the senior notes, in which amounts released from the
Collection Account for distribution to Holders of the senior notes will be
deposited and from which all distributions to Holders of the senior notes will
be made (the "Note Distribution Account").
The Holding Account. The Master Servicer will establish an account (the
"Holding Account") into which it will deposit during each Due Period payments on
Rule of 78's Contracts that are due in one or more subsequent Due Periods. Funds
in the Holding Account due in the next Due Period will be transferred to the
Collection Account immediately after the next succeeding Distribution Date.
DISTRIBUTIONS ON THE NOTES
Beginning on the Distribution Date specified in the applicable prospectus
supplement, payments of principal and interest (or, where applicable, of
principal or interest only) on each class of senior notes entitled thereto will
be made by the applicable Indenture Trustee to the Holders of the senior notes.
The timing, calculation, allocation, order, source, priorities of and
requirements for all payments to each class of Notes and the effect of
subordination of any subordinated notes will be set forth in the applicable
prospectus supplement.
With respect to each Trust, on each Distribution Date, collections on the
related Receivables will be withdrawn from the related Collection Account and
will be paid to the Holders of the senior notes
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to the extent provided in the applicable prospectus supplement. Credit
enhancement, including the Note Policy and amounts on deposit in the Spread
Account, will be available to cover any shortfalls in the amount available for
payment to the Holders of the senior notes on that date to the extent specified
in the applicable prospectus supplement. As more fully described in the related
prospectus supplement:
1. payments of principal of a class of Notes of a given series will be
subordinate to payments of interest on that class;
2. payments in respect of one or more classes of Notes may be
subordinated to payments in respect of other classes of Notes of the same
series; and
3. payments in respect of one or more classes of subordinated notes
may be subordinated to payments on senior notes.
PAYMENT PRIORITIES OF THE NOTES; THE SPREAD ACCOUNT
General. The rights of the Noteholders to receive distributions with
respect to the Contracts will be subordinated to the rights of the Master
Servicer (to the extent that the Master Servicer has not been reimbursed for any
outstanding Advances and has not been paid all Basic Servicing Fees), the
Trustees (to the extent the Trustees and such other entities have not received
all Trust fees and expenses payable to them) and the Insurer (to the extent of
any amounts due but unreimbursed). In addition, the rights of the Noteholders to
receive distributions with respect to the Contracts will be subject to the
priorities set forth under "-- Distributions on the Notes -- Deposits to the
Distribution Account; Priority of Payments," to the extent described above. Such
priorities and subordination are intended to enhance the likelihood of timely
receipt by Holders of classes of senior notes with a higher priority of the full
amount of interest and principal required to be paid to them, and to afford such
Noteholders limited protection against losses in respect of the Contracts.
The Spread Account. In the event of delinquencies or losses on the
Contracts, the foregoing protection will be effected both by the right of the
Holders of the senior notes to receive current distributions with respect to the
Contracts and by the establishment of a segregated trust account in the name of
the Indenture Trustee (the "Spread Account"). A Spread Account will be part of
each Trust. The Indenture Trustee will have a perfected security interest in the
Spread Account and in all amounts deposited in or credited to the Spread Account
as well as all Eligible Investments made with such deposits and earnings. The
Spread Account will be created with an initial deposit by the Seller on the
Closing Date in an amount to be specified in the prospectus supplement (the
"Spread Account Initial Deposit"). The Spread Account will thereafter be funded
by the deposit therein of any amounts in respect of each Distribution Date not
required to be paid to any other party, until the amount on deposit in the
Spread Account is at least equal to the Specified Spread Account Balance. Except
as otherwise disclosed in the related prospectus supplement, amounts on deposit
in a Spread Account will not be available to Holders of subordinated notes
except to the extent distributed as excess funds from a fully funded Spread
Account.
Amounts held from time to time in the Spread Account will be invested in
Eligible Investments. Investment income on monies on deposit in the Spread
Account will be credited to the Spread Account. Any loss on that investment will
be charged to the Spread Account.
Calculation of Specified Spread Account Balance. The "Specified Spread
Account Balance" will be calculated as described in the related prospectus
supplement.
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WITHDRAWALS FROM THE SPREAD ACCOUNT
Amounts held from time to time in the Spread Account will be held for the
benefit of the Noteholders and the Insurer. On each Distribution Date, funds
will be withdrawn from the Spread Account to the extent that the amount on
deposit in the Note Distribution Account is less than the Note Distributable
Amount and will be deposited in the Note Distribution Account. See "Certain
Information Regarding the Securities -- Withdrawals from the Spread Account" in
the related prospectus supplement.
If the amount on deposit in the Spread Account on any Calculation Day or
any Distribution Date (after giving effect to all deposits thereto or
withdrawals therefrom on that Distribution Date) is greater than the Specified
Spread Account Balance, the Indenture Trustee will distribute any excess first,
to the Insurer, to the extent of any amounts due but unreimbursed, then to the
Seller until the Seller has received from the Spread Account an aggregate amount
equal to the Spread Account Initial Deposit, then to the subordinated notes, if
any, then to the Master Servicer to the extent it has earned Additional
Servicing Fees and finally to the Seller, as described in further detail in the
related prospectus supplement.
Upon any distributions to the Insurer, the Seller, the Holders of
subordinated notes or to the Master Servicer, the Holders of the Notes will have
no further rights in, or claims to, such amounts. None of the Noteholders, the
Indenture Trustee, the Owner Trustee, the Master Servicer, the Seller or the
Insurer will be required to refund any amounts properly distributed or paid to
them, whether or not there are sufficient funds on any subsequent Distribution
Date to make full distributions to the Noteholders. The obligations of the
Insurer under the Note Policy will not be diminished or otherwise affected by
any amounts distributed to the Insurer.
PAYMENTS FROM THE SPREAD ACCOUNT AND UNDER THE NOTE POLICY
On each Distribution Date on which the Note Distributable Amount exceeds
the amount then on deposit in the Note Distribution Account, the holders of
senior notes will be entitled to receive that deficiency (including amounts
necessary to reduce the outstanding principal balance of a given Class of senior
notes to zero on the related Final Scheduled Distribution Date), first, from
amounts on deposit in the Spread Account, and if those amounts are insufficient,
then from the payment of a claim under the Note Policy.
STATEMENTS TO NOTEHOLDERS
On or prior to each Distribution Date, you will be provided with a
statement prepared by the Master Servicer (the "Statement to Noteholders")
setting forth with respect to the Distribution Date or related Due Period, as
applicable, among other things, the following information:
(i) the amount of the Noteholder's distribution allocable to principal
(stated separately for each class of Notes);
(ii) the amount of the Noteholder's distribution allocable to interest
(stated separately for each class of Notes);
(iii) the Aggregate Scheduled Balance as of the close of business on
the last day of the related Due Period;
(iv) the amount of the Basic Servicing Fee paid to the Master Servicer
with respect to the related Due Period;
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(v) the amount of any Note Interest Carryover Shortfall, Note
Principal Carryover Shortfall, on that Distribution Date and the change in
such amounts from those with respect to the immediately preceding
Distribution Date;
(vi) the Note Pool Factor for each class of Notes as of that
Distribution Date;
(vii) the balance on deposit in the Spread Account on that
Distribution Date, after giving effect to distributions made on that
Distribution Date, and the change in that balance from the immediately
preceding Distribution Date; and
(viii) if applicable, following an Optional Repurchase, the amount of
Base Price and Repurchase Premium payable.
Each amount set forth pursuant to subclauses (i), (ii), (iv), (v) and
(viii) above with respect to a Note will be expressed in the aggregate and as a
dollar amount per $1,000 of original principal amount of a Note. Copies of the
statements may be obtained by Owners of Notes by a request in writing addressed
to the Indenture Trustee at its corporate trust office. In addition, within the
prescribed period of time for tax reporting purposes after the end of each
calendar year during the term of the Sale and Servicing Agreement, the Indenture
Trustee will mail to each person who at any time during such calendar year shall
have been a Noteholder, a statement containing the sum of the amounts described
in clauses (i), (ii), (iv), (v) and (viii) above for the purposes of such
holder's preparation of federal income tax returns. See "Federal and California
Income Tax Consequences".
EVIDENCE AS TO COMPLIANCE
The Sale and Servicing Agreement. The Sale and Servicing Agreement will
provide that a firm of independent public accountants will furnish to the
Indenture Trustee and the Owner Trustee and the Insurer, on or before 90 days
after the end of each fiscal year of the Master Servicer, a statement as to
compliance by the Master Servicer during the preceding fiscal year (or since the
Closing Date in the case of the first such statement) with certain standards
relating to the servicing of the Contracts.
The Sale and Servicing Agreement will also provide for delivery to the
Indenture Trustee, the Owner Trustee and the Insurer, on or before 90 days after
the end of each fiscal year of the Master Servicer, of a certificate signed by
two officers of the Master Servicer stating that the Master Servicer has
fulfilled its obligations under the Sale and Servicing Agreement throughout the
preceding fiscal year (or since the Closing Date in the case of the first such
certificate) or, if there has been a default in the fulfillment of any such
obligation, describing each such default.
Copies of those statements and certificates may be obtained by Noteholders
by a request in writing addressed to the related Trustee at its corporate trust
office.
The Indenture. The Trust will be required to file annually with the
Indenture Trustee and the Insurer a written statement as to the fulfillment of
its obligations under the Indenture.
The Indenture Trustee will be required to mail each year to all related
Noteholders a brief report relating to, among other things:
- its eligibility and qualification to continue as Indenture Trustee under
the Indenture;
- any amounts advanced by it under the Indenture;
- the amount, interest rate and maturity date of certain indebtedness owing
by the Trust to the Indenture Trustee in its individual capacity;
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- the property and funds physically held by the Indenture Trustee as
Indenture Trustee; and
- any action taken by it that materially affects the Notes and that has not
been previously reported.
CERTAIN MATTERS REGARDING THE MASTER SERVICER
Each Sale and Servicing Agreement will provide that the Master Servicer may
not resign from its obligations and duties as Master Servicer except upon
determination that the Master Servicer's performance of such duties is no longer
permissible under applicable law. No resignation will become effective until (i)
the Indenture Trustee or a successor master servicer has assumed the Master
Servicer's servicing obligations and duties under the Sale and Servicing
Agreement and (ii) the rating agencies confirm that the selection of such
successor master servicer will not result in the qualification, reduction or
withdrawal of its then-current rating of any class of Notes.
Each Sale and Servicing Agreement will further provide that neither the
Master Servicer nor any of its directors, officers, employees and agents shall
be under any liability to the Trust or the Noteholders for taking any action or
for refraining from taking any action pursuant to the Sale and Servicing
Agreement, or for errors in judgment; provided, however, that neither the Master
Servicer nor any such person will be protected against any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of reckless disregard of obligations
and duties thereunder. In addition, each Sale and Servicing Agreement will
provide that the Master Servicer will be under no obligation to appear in,
prosecute or defend any legal action that is not incidental to its servicing
responsibilities under the Sale and Servicing Agreement and that, in its
opinion, may cause it to incur any expense or liability. The Master Servicer
may, however, undertake any reasonable action that it may deem necessary or
desirable in respect of the Sale and Servicing Agreement and the rights and
duties of the parties thereto and the interests of the Noteholders thereunder.
In any event, the legal expenses and costs of that action and any liability
resulting therefrom will be expenses, costs and liabilities of the Trust, and
the Master Servicer will be entitled to be reimbursed therefor out of funds on
deposit in the Collection Account. Any indemnification or reimbursement could
reduce the amount otherwise available for distribution to Noteholders.
Any corporation into which the Master Servicer may be merged or
consolidated, any corporation resulting from any merger, conversion or
consolidation to which the Master Servicer is a party or any corporation
succeeding to the business of the Master Servicer or the Master Servicer's
obligations as the Master Servicer, will be the successor of the Master Servicer
under the Sale and Servicing Agreement.
SERVICER DEFAULT
Except as otherwise provided in the related prospectus supplement,
"Servicer Defaults" under each Sale and Servicing Agreement will consist of:
(a) a claim being made under the Note Policy;
(b) any failure by the Master Servicer to deposit in, credit to, or
make the required distribution from the following, and such failure is not
remedied within three Business Days after
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the Master Servicer receives written notice from the Indenture Trustee, the
Owner Trustee or the Insurer or after the Master Servicer discovers such
failure:
- the Collection Account,
- the Note Distribution Account or the account established to distribute
monies to the Certificateholders,
- the Spread Account, or
- the Holding Account;
(c) any failure by the Master Servicer to deliver to the Indenture
Trustee, the Owner Trustee or the Insurer certain reports required by the
Sale and Servicing Agreement by, except as otherwise provided in the
related prospectus supplement, the fourth Business Day prior to the related
Distribution Date or to perform certain other covenants under the Sale and
Servicing Agreement;
(d) any failure by the Master Servicer or the Seller to observe or
perform in any material respect any other covenant or agreement in the Sale
and Servicing Agreement, which failure materially and adversely affects the
rights of Holders of the senior notes, the Insurer, the Indenture Trustee
or the Owner Trustee and which continues unremedied for 30 days after the
giving of written notice of such failure to:
- the Master Servicer or the Seller, as the case may be, by the Owner
Trustee, the Indenture Trustee or the Insurer or
- to the Master Servicer or the Seller, as the case may be, and to the
Indenture Trustee or the Owner Trustee by:
- Holders of senior notes evidencing at least 25% of the voting
interests of all senior notes, voting together as a single class, or
- so long as a default under the Note Policy has not occurred or is
not continuing and no insolvency of the Insurer has occurred, by the
Insurer;
(e) certain events of insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings and certain action by the
Seller or the Master Servicer indicating its insolvency, reorganization
pursuant to bankruptcy or similar proceedings or inability to pay its
obligations (each, an "Insolvency Event"); and
(f) any material breach of any of the representations and warranties
of the Master Servicer or the Seller (except for any breaches relating to
Contracts repurchased by either Seller or the Master Servicer) that has a
material adverse effect on the holders of senior notes and, within 30 days
after written notice thereof shall have been given to the Master Servicer
or the Seller by:
- the Indenture Trustee or the Owner Trustee,
- by holders of senior notes (voting together as a single class),
evidencing at least 25% of the respective voting interests thereof, or
- so long as no default under the Note Policy has occurred and is
continuing and no insolvency of the Insurer has occurred, by the
Insurer.
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RIGHTS UPON SERVICER DEFAULT
Except as otherwise provided in the related prospectus supplement, as long
as a Servicer Default remains unremedied, the Indenture Trustee, the Insurer or
holders of senior notes representing not less than 25% of the voting interests
thereof, voting together as a single class, may terminate all the rights and
obligations of the Master Servicer under the Sale and Servicing Agreement. After
such termination, the Indenture Trustee will automatically succeed to all the
responsibilities, duties and liabilities of the Master Servicer in its capacity
as such under such agreement and will be entitled to similar compensation
arrangements. If, however, a bankruptcy trustee or similar official has been
appointed for the Master Servicer, and no Servicer Default other than such
appointment has occurred, such trustee or official may have the power to prevent
the Indenture Trustee, the Insurer, or the Holders of the senior notes from
effecting a transfer of servicing. In the event that the Indenture Trustee is
unwilling or unable so to act, it may appoint or petition a court of competent
jurisdiction to appoint a successor with a net worth of at least $50,000,000 and
whose regular business includes the servicing of motor vehicle receivables. The
Indenture Trustee may make such arrangements for compensation to be paid, which
in no event may be greater than the servicing compensation paid to the Master
Servicer under the Sale and Servicing Agreement. Notwithstanding such
termination, the Master Servicer shall be entitled to payment of certain amounts
payable to it prior to such termination, for services rendered prior to such
termination.
So long as the Insurer is not in default under the Note Policy it may
direct the actions of the Indenture Trustee upon an Event of Default.
WAIVER OF PAST DEFAULTS
The Holders of senior notes evidencing at least 51% of the voting interests
thereof, voting together as a single class, may, on behalf of all Holders of the
senior notes, with the consent of the Insurer, waive any default by the Master
Servicer in the performance of its obligations under the Sale and Servicing
Agreement and its consequences. A default, however, in making any required
deposits to or payments from the Collection Account, the Holding Account, the
Spread Account or the Note Distribution Account in accordance with that
agreement or in respect of a covenant or provision of that agreement that cannot
be modified or amended without the consent of each Noteholder affected thereby,
may only be waived by the approval of holders of all of the Notes. No such
waiver will impair the Noteholders' rights with respect to subsequent Servicer
Defaults.
VOTING INTERESTS
The "voting interests" of the Notes of a class or classes will be allocated
among the Noteholders or related Owners, as the case may be, in accordance with
the unpaid principal amount of the Notes of each class or classes represented
thereby; except that in certain circumstances Notes held by the Seller, WFS or
any of their respective affiliates will be excluded from such determination.
Except as otherwise described in this prospectus, or as otherwise set forth in
the related prospectus supplement, subordinated notes shall not have voting
rights so long as any class of senior notes is outstanding, the Note Policy has
not expired by its terms or any amounts are due and owing to the Insurer.
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AMENDMENT
Amendment of the Sale and Servicing Agreement. The Sale and Servicing
Agreement may be amended, with the consent of the Insurer but without the
consent of the Noteholders to:
- cure any ambiguity,
- correct or supplement any provision therein which may be inconsistent
with any other provision therein,
- add any other provisions with respect to matters or questions arising
under the agreement which are not inconsistent with the provisions
thereof,
- add or provide for any credit enhancement for any class of Notes or
- permit certain changes with respect to the Specified Spread Account
Balance.
The requirements that must be met to make the above listed amendments are:
(a) that any amendment will not, in the opinion of counsel
satisfactory to the related Trustee, materially and adversely affect the
interests of any Noteholder, and
(b) that in the case of a change with respect to the Specified Spread
Account Balance:
- the Trustee receives a letter from Standard & Poor's, a division of
The McGraw-Hill Companies, Inc. ("Standard & Poor's"), if it has rated
the Notes, which basically states that its then-current rating on each
Class of Notes will not be qualified, reduced or withdrawn due to that
amendment and
- the Master Servicer provides Moody's Investors Services, Inc.
("Moody's"), if it has rated the Notes, notice of such amendment.
The Sale and Servicing Agreement may also be amended with the consent of
the holders of senior notes evidencing at least 51% of the respective voting
interests thereof, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of such agreement or of
modifying in any manner the rights of the related Noteholders of each class;
provided, that no such amendment may (i) except as described above, increase or
reduce in any manner the amount of or accelerate or delay the timing of
collections of payments on or in respect of the Contracts, required
distributions on the senior notes, or the Specified Spread Account Balance or
the manner in which the Spread Account is funded, or (ii) reduce the percentage
of the voting interests of which the holders of any class of senior notes are
required to consent to any such amendment, without the consent of the Insurer
and the holders of all of the relevant classes of senior notes and the
subordinated notes, if any, to the extent that Holders of such subordinated
notes would be adversely affected by that amendment.
Amendment of the Trust Agreement. The Trust Agreement may be amended, with
the consent of the Insurer but without the consent of the Noteholders, to:
- cure any ambiguity,
- correct or supplement any provision which may be inconsistent with any
other provision or
- add any other provisions with respect to matters or questions arising
thereunder which are not inconsistent with the provisions thereof.
The Trust Agreement may also be amended with the consent of holders of
senior notes evidencing at least 51% of the respective voting interests thereof,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of such agreement or of
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modifying in any manner the rights of the Noteholders; provided, that no such
amendment may increase or reduce in any manner the amount of or accelerate or
delay the timing of (i) collections of payments on or in respect of the
Contracts or required distributions on the senior notes, or any interest rate or
(ii) reduce the aforesaid percentage of the voting interests of which the
holders of any class of senior notes are required to consent to any such
amendment, without the consent of the Insurer and the holders of all of the
relevant class of senior notes and of the subordinated notes, if any, to the
extent that Holders of such subordinated notes would be adversely affected by
that amendment.
Amendment of the Indenture. The Trust and the Indenture Trustee (on behalf
of the Trust) may, without the consent of the Noteholders but with the consent
of the Insurer, enter into one or more supplemental indentures for any of the
following purposes:
(i) to correct or amplify the description of the property subject to
the lien of the Indenture or to subject additional property to the lien of
the Indenture;
(ii) to provide for the assumption of the Notes and the Indenture
obligations by a permitted successor to the Trust;
(iii) to add additional covenants for the benefit of the related
Noteholders or to surrender any rights or powers conferred upon the Trust;
(iv) to convey, transfer, assign, mortgage or pledge any property to
the Indenture Trustee;
(v) to cure any ambiguity or correct or supplement any provision in
the Indenture or in any supplemental indenture which may be inconsistent
with any other provision in the Indenture, any supplemental indenture, the
Sale and Servicing Agreement or certain other agreements; provided, that
any such action shall not adversely affect the interests of any Noteholder;
(vi) to provide for the acceptance of the appointment of a successor
Indenture Trustee or to add to or change any of the provisions of the
Indenture as shall be necessary and permitted to facilitate the
administration by more than one trustee;
(vii) to modify, eliminate or add to the provisions of the Indenture
in order to comply with the Trust Indenture Act of 1939, as amended; and
(viii) to add any provisions to, change in any manner, or eliminate
any of the provisions of, the Indenture or modify in any manner the rights
of Noteholders under the Indenture; provided, that any of those actions
will not, in the opinion of counsel satisfactory to the Indenture Trustee,
materially and adversely affect the interests of any Noteholder or result
in the creation of a new security; and further provided that any of those
actions shall not, as evidenced by an opinion of counsel, adversely affect
in any material respect the interests of any Noteholder unless such
Noteholder's consent is otherwise obtained as described below.
Without the consent of the holder of each outstanding Note (including
subordinated notes, if any) affected thereby, no supplemental indenture may:
- change the due date of any installment of principal of or interest on any
such Note or reduce the principal amount thereof, the interest rate
thereon (or the method by which such interest or principal is calculated)
or the redemption price with respect thereto or change any place of
payment where or the coin or currency in which any such Note or any
interest thereon is payable;
- impair the right to institute suit for the enforcement of provisions of
the Indenture regarding payment;
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- reduce the percentage of the voting interests of any such Notes, the
consent of the holders of which is required for any such supplemental
indenture or the consent of the holders of which is required for any
waiver of compliance with certain provisions of the Indenture or of
certain defaults thereunder and their consequences as provided for in the
Indenture;
- modify or alter the provisions of the Indenture regarding the voting of
Notes held by the Trust, any other obligor on the Notes, the Seller, the
Master Servicer or any of their respective affiliates;
- reduce the percentage of the voting interests of the Notes, the consent
of the holders of which is required to direct the Indenture Trustee to
sell or liquidate the property of the Trust if the proceeds of that sale
or liquidation would be insufficient to pay the principal amount of and
accrued but unpaid interest on the outstanding Notes;
- decrease the percentage of the voting interests of such Notes required to
amend the provisions of the Indenture which specify the applicable
percentage of voting interests of the Notes necessary to amend such
Indenture or certain other related agreements; or
- permit the creation of any lien ranking prior to or on a parity with the
lien of the Indenture with respect to any of the collateral for the Notes
or, except as otherwise permitted or contemplated in the Indenture,
terminate the lien of such Indenture on any of the collateral for the
Notes or deprive the holder of any Note of the security afforded by the
lien of the Indenture;
provided, that any of those actions will not, in the opinion of counsel
satisfactory to the related Trustee, result in the creation of a new security.
LIST OF NOTEHOLDERS
Three or more holders of Notes may, by written request to the Indenture
Trustee, obtain access to the list of all Noteholders maintained by such
Indenture Trustee for the purpose of communicating with the other Noteholders
with respect to their rights under the Indenture or under the Notes. The
Indenture Trustee may elect not to afford the requesting Noteholders access to
the list of Noteholders if it agrees to mail the desired communication or proxy,
on behalf of and at the expense of the requesting Noteholders, to all
Noteholders.
Neither the Trust Agreement nor the Indenture will provide for the holding
of any annual or other meetings of Noteholders.
NO BANKRUPTCY PROCEEDINGS
The Trust Agreement will provide that the Owner Trustee, and the Indenture
will provide that the Indenture Trustee and each Noteholder agree that they will
not at any time institute, or join in any institution against, the Trust, or the
Seller, any bankruptcy proceedings relating to the Notes, the Trust Agreement,
the Indenture or certain other agreements.
TERMINATION
The obligations of the Master Servicer, the Seller, the Owner Trustee and
Indenture Trustee pursuant to the Trust Agreement, Sale and Servicing Agreement
and Indenture will terminate upon the earliest to occur of (i) the maturity or
other liquidation of the last Contract and the disposition of any amounts
received upon liquidation of any property remaining in the Trust, (ii) the
payment to
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you of all amounts required to be paid to you pursuant to such agreement and
(iii) the occurrence of the event described below.
In order to avoid excessive administrative expenses, the Seller will be
permitted to purchase the remaining Contracts from the Trust on any Distribution
Date following the last day of a Due Period as of which the Aggregate Scheduled
Balance is less than a certain percentage, specified in the related prospectus
supplement, of the Aggregate Scheduled Balance on the Cut-Off Date at a price
equal to the aggregate unpaid principal amount of the Notes, together with
accrued interest thereon for the related interest period. The Seller will pay an
amount equal to a percentage of the Aggregate Scheduled Balance of Contracts
remaining in the Trusts in accordance with their relative certificate percentage
interests.
The Indenture Trustee will give you written notice of termination at least
20 days prior to such termination. The final distribution to you will be made
only upon surrender and cancellation of your Notes at the office or agency of
the Indenture Trustee specified in the notice of termination. Any funds
remaining in the Trust at least 18 months after the date of termination and
after the Indenture Trustee has attempted to locate a Noteholder and such
measures have failed, will be distributed to a charity designated by the Master
Servicer.
Any outstanding Notes will be redeemed concurrently with any Optional
Purchase, and the subsequent distribution to the Seller of all amounts required
to be distributed to them pursuant to a Trust Agreement will terminate the
Trust.
THE TRUSTEES
Each of the Owner Trustees and the Indenture Trustee (the "Trustees") may
resign at any time, in which event the Administrator, or its successor, will be
obligated to appoint a successor trustee. The Administrator may also remove the
Owner Trustee or the Indenture Trustee, in each case if such Trustee becomes
insolvent or ceases to be eligible to continue as a Trustee under each Trust
Agreement or Indenture, as the case may be. In such event, the Administrator
will be obligated to appoint a successor Trustee. Any resignation or removal of
a Trustee and appointment of a successor Trustee will not become effective until
acceptance of the appointment by the successor Trustee.
Each Trustee and any of its affiliates may hold Notes in their own names or
as pledgees. For the purpose of meeting the legal requirements of certain
jurisdictions, the Administrator and the Owner Trustee or Indenture Trustee
acting jointly (or in some instances, the Owner Trustee and Indenture Trustee
acting without the Administrator) will have the power to appoint co-trustees or
separate trustees of all or any part of the Trust. In the event of such an
appointment, all rights, powers, duties and obligations conferred or imposed
upon the affected Trustee by each Indenture, Sale and Servicing Agreement or
Trust Agreement will be conferred or imposed upon that Trustee and the separate
trustee or co-trustee jointly, or, in any jurisdiction in which that Trustee
will be incompetent or unqualified to perform certain acts, singly upon the
separate trustee or co-trustee who will exercise and perform such rights,
powers, duties and obligations solely at the direction of that Trustee.
Each Trust Agreement will further provide that each Trust will, or will
cause the Administrator to, pay the fees of the Indenture Trustee. Each Trust
Agreement will further provide that the Owner Trustee will be entitled to
indemnification by the Master Servicer for, and will be held harmless against,
any loss, liability or expense incurred by it not resulting from its own willful
misconduct, bad faith or negligence (other than by reason of a breach of any of
its representations or warranties set forth in such agreement). The Indenture
will further provide that the Indenture Trustee will be entitled to
indemnification by the Trust or the Administrator for any loss, liability or
expense incurred by it not resulting from its own willful misconduct, negligence
or bad faith.
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DUTIES OF THE TRUSTEES
Neither Trustee will make any representations as to the validity or
sufficiency of each Trust Agreement or Indenture, the Notes (other than the
execution and authentication thereof by the Indenture Trustee), or of any
Contracts or related documents. Neither Trustee will be accountable for the use
or application by the Seller or the Master Servicer of any funds paid to the
Seller or the Master Servicer in respect of the Notes or the related Contracts,
or the investment of any monies by the Master Servicer before such monies are
deposited into the Collection Account. The Trustees will not independently
verify the existence or characteristics of the Contracts. If an Event of Default
or Servicer Default has not occurred or is not continuing, each Trustee will be
required to perform only those duties specifically required of it under the
Indenture, Trust Agreement or Sale and Servicing Agreement, as the case may be.
Generally those duties will be limited to the receipt of the various
certificates and reports or other instruments required to be furnished to such
Trustee under such agreements, in which case it will only be required to examine
them to determine whether they conform to the requirements of such agreements.
No Trustee will be charged with knowledge of a failure by the Master Servicer to
perform its duties under the relevant agreements which failure constitutes an
Event of Default or a Servicer Default unless such Trustee obtains actual
knowledge of such failure as specified in such agreements.
No Trustee will be under any obligation to exercise any of the rights or
powers vested in it by the Indenture, Trust Agreement or Sale and Servicing
Agreement, as the case may be, or to make any investigation of matters arising
thereunder or to institute, conduct or defend any litigation thereunder or in
relation thereto at the request order or direction of any of the Noteholders,
unless those Noteholders have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby. No Noteholder will have any right to institute any
proceeding with respect to the Indenture, Trust Agreement or Sale and Servicing
Agreement, unless that holder previously has given to the appropriate Trustee
written notice of default and (i) the default arises from the Master Servicer's
failure to remit payments when due or (ii) the holders of Notes evidencing not
less than 25% of the voting interests of the related Notes, voting together as a
single class, have made written request upon the appropriate Trustee to
institute that proceeding in its own name as Trustee thereunder and have offered
to that Trustee reasonable indemnity and that Trustee for 60 days has neglected
or refused to institute that proceeding.
ADMINISTRATION AGREEMENT
WFS, in its capacity as administrator (the "Administrator"), will enter
into an agreement (the "Administration Agreement") with the Trust, the Seller
and the Indenture Trustee pursuant to which the Administrator will agree, to the
extent provided in the Administration Agreement, to provide the notices and to
perform other administrative obligations required to be provided or performed by
the Trust or the Owner Trustee under the Indenture. As compensation for the
performance of the Administrator's obligations under the Administration
Agreement and as reimbursement for its expenses related thereto, the
Administrator will be entitled to a monthly administration fee, which fee will
be paid by the Seller and not from the proceeds of the Contracts or other assets
of the Trust.
PREPAYMENT CONSIDERATIONS
Because the rate of distribution of principal on the Notes will depend on
the rate of payment on the Contracts (including prepayments, liquidations, the
exercise of the Optional Repurchase or Optional Purchase by the Seller and
repurchases of Contracts by the Seller or the Master Servicer following breach
of certain representations or warranties or servicing obligations and the sale
or liquidation of the property of the Trust under certain conditions following
the occurrence of an Event
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of Default), the final distribution on each Class of Notes is likely to occur
earlier than the related final scheduled distribution date. The right of the
Seller to repurchase all of the Contracts upon certain events is described under
"-- Termination" and "The Master Servicer," and the right of the Seller to
repurchase Contracts is described under "The Notes -- Optional Repurchase of
Contracts".
The law of California and most other states generally requires that retail
installment sales contracts such as the Contracts permit full and partial
prepayment without penalty, although a minimum finance charge may be applicable
in some circumstances. Any prepayments (including certain partial prepayments
not designated as advance payments by the Obligor on the related Contract) can
reduce the average life of the Contracts. The Master Servicer will permit the
sale or other transfer of a Financed Vehicle without accelerating the maturity
of the related Contract if such Contract is assumed by a person satisfying WFS'
then-current underwriting standards. Partial prepayments not designated as
advance payments by the Obligor on a Contract and all partial prepayments as to
Simple Interest Contracts will affect the average life of the Contracts because
those partial prepayments will be passed through to Holders of the senior notes
on the Distribution Date following the Due Period in which they are received.
Those partial prepayments designated as advance payments for Rule of 78's
Contracts only will be held until passed through in accordance with the original
schedule of payments for the related Contract or until the amount of such
partial prepayment equals the remaining principal amount plus accrued interest
due on the related Contract. Any reinvestment risk resulting from the rate of
prepayments of the Contracts and the distribution of such prepayments to Holders
of the senior notes will be borne entirely by the Holders of the senior notes,
which will be partially offset to the extent the Seller pays the premium set
forth in the related prospectus supplement in connection with the exercise of an
Optional Repurchase.
Purchases by the Seller of Contracts because of certain material defects in
Contract documentation or due to breaches of its respective representations and
warranties in respect thereof, in either case that materially and adversely
affect the interests of Holders of the senior notes, the Indenture Trustee, the
Owner Trustee or the Insurer, and purchases by the Master Servicer of Contracts
due to certain breaches in representations and warranties made by the Master
Servicer or due to certain breaches by the Master Servicer in servicing
procedures, in either case that materially and adversely affect such Contracts
can reduce the average lives of the Contracts and the Notes. Any reduction in
the average life of the Notes will reduce the aggregate amount of interest
received by the Holders of the senior notes over the life of the senior notes.
THE NOTE POLICY
The following summary of the terms of the Note Policy does not purport to
be complete. You should review the summary along with the Note Policy, which is
included as an exhibit to the Registration Statement of which this prospectus
supplement is a part, for complete information. The following summary does,
however, describe the material terms of the Note Policy as it relates to insured
classes of Notes.
On each Closing Date, Financial Security will issue the Note Policy to the
Indenture Trustee pursuant to the insurance, indemnity and pledge agreement (the
"Insurance Agreement"), among Financial Security, the Trust, the Seller, Bankers
Trust Company, as collateral agent for Financial Security, and WFS. Pursuant to
the Note Policy, Financial Security will fully, unconditionally and irrevocably
guarantee to the Noteholders payment of the Scheduled Payments (as defined
below) for each Distribution Date. Under the Note Policy, Financial Security
will unconditionally and irrevocably guarantee to the Indenture Trustee for the
benefit of each Holder of the senior notes the full and complete payment of (i)
Scheduled Payments on the senior notes and (ii) the amount of any Scheduled
Payment which subsequently is avoided in whole or in part as a preference
payment
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under applicable law, but will not guarantee payment of any premium paid in
connection with the exercise by the Seller of its Optional Repurchase option.
Except as otherwise described in the related prospectus supplement Holders of
subordinated notes will not have the benefit of the Note Policy.
"Scheduled Payments" will mean, with respect to any Distribution Date,
payments which are scheduled to be made on the senior notes during the term of
the Note Policy in accordance with the original terms of the senior notes when
issued and without regard to any subsequent amendment or modification of the
senior notes or of the Indenture except amendments or modifications to which
Financial Security has given its prior written consent in an amount equal to (i)
the Note Interest Distributable Amount and (ii) the Note Principal Distributable
Amount, in each case as more fully described in the related prospectus
supplement. Scheduled Payments will not include (i) payments which become due on
an accelerated basis as a result of (a) a default by the Trust, (b) any election
to pay principal on an accelerated basis, (c) the occurrence of an Event of
Default under the Indenture or (d) any other cause, unless Financial Security
elects, in its sole discretion, to pay in whole or in part such principal due
upon acceleration, together with any accrued interest to the date of
acceleration or (ii) any premium payable in connection with the exercise by the
Seller of its Optional Repurchase option. If Financial Security does not so
elect, the Note Policy will continue to guarantee Scheduled Payments on the
Notes in accordance with their original terms. Scheduled Payments shall not
include any portion of a Note Interest Distributable Amount due to Holders of
the senior notes because a notice and certificate in proper form was not timely
Received (as defined below) by Financial Security unless, in each case,
Financial Security elects, in its sole discretion, to pay such amount in whole
or in part. Scheduled Payments shall not include any amounts due in respect of
the Notes attributable to any increase in interest rate, penalty or other sum
payable by the Trust by reason of any default or any event of default in respect
of the Notes, or by reason of any deterioration of the creditworthiness of the
Trust. Scheduled Payments shall also not include, nor shall coverage be provided
under the Note Policy in respect of, any taxes, withholding or other charge with
respect to any Holder of the senior notes imposed by any governmental authority
due in connection with the payment of any Scheduled Payment to a Holder of the
senior notes.
Payment of claims on the Note Policy made in respect of Scheduled Payments
will be made by Financial Security following Receipt (as defined below) by
Financial Security of the appropriate notice for payment on the later to occur
of (a) 12:00 noon, New York City time, on the fourth Business Day following
Receipt of such notice for payment, and (b) 12:00 noon, New York City time, on
the date on which such payment was due on the senior notes.
OTHER TERMS OF THE NOTE POLICY
If payment of any amount avoided as a preference under applicable
bankruptcy, insolvency, receivership or similar law is required to be made under
the Note Policy, Financial Security shall cause such payment to be made on the
later of:
(a) the date when due to be paid pursuant to the Order referred to
below or
(b) the first to occur of:
(i) the fourth Business Day following Receipt by Financial Security
from the Indenture Trustee of:
(A) a certified copy of the order (the "Order") of the court or
other governmental body which exercised jurisdiction to the effect
that the Holder of the senior notes is required to return principal
or interest paid on the Notes during the term of the Note Policy, in
either case because such distributions were avoidable as preference
payments under applicable bankruptcy law,
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(B) a certificate of the Holder of the senior notes that the
Order has been entered and is not subject to any stay and
(C) an assignment duly executed and delivered by such Holder of
the senior notes, in such form as is reasonably required by Financial
Security and provided to such Holder of the senior notes by Financial
Security, irrevocably assigning to Financial Security all rights and
claims of such Holder of the senior notes relating to or arising
under the related class of senior notes, against the debtor which
made such preference payments or otherwise with respect to such
preference payment, or
(ii) the date of Receipt by Financial Security from the Indenture
Trustee of the items referred to in clauses (A), (B) and (C) above if,
at least four Business Days prior to such date of Receipt, Financial
Security shall have Received written notice from the related Trustee
that such items were to be delivered on such date and such date was
specified in such notice.
Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order and not to the
Indenture Trustee or any Noteholder directly (unless a Holder of the senior
notes has previously paid such amount to the receiver, conservator, debtor-in-
possession or trustee in bankruptcy named in the Order in which case such
payment shall be disbursed to the related Trustee for distribution to such
Noteholder upon proof of such payment reasonably satisfactory to Financial
Security). In connection with the foregoing, and as will be provided in the
Indenture and Sale and Servicing Agreement, Financial Security will have certain
rights to direct proceedings regarding the seeking to avoid payments made on or
in respect of the Contracts or the senior notes as preferential.
The terms "Receipt" and "Received," with respect to the Note Policy, shall
mean actual delivery to Financial Security and to its fiscal agent, if any,
prior to 12:00 noon, New York City time, on a Business Day and delivery either
on a day that is not a Business Day or after 12:00 noon, New York City time,
shall be deemed to be Receipt on the next succeeding Business Day. If any notice
or certificate given under the Note Policy by the Indenture Trustee is not in
proper form or is not properly completed, executed or delivered, it shall be
deemed not to have been Received, and Financial Security or its fiscal agent
shall promptly so advise the Indenture Trustee, and the Indenture Trustee may
submit an amended notice.
Under the Note Policy, "Business Day" will mean any day other than (i) a
Saturday or Sunday or (ii) a day on which banking institutions in The City of
New York, New York are authorized or obligated by law or executive order to be
closed.
Financial Security's obligations under the Note Policy in respect of
Scheduled Payments shall in each case be discharged to the extent funds are
transferred to the Indenture Trustee, as provided in the Note Policy whether or
not such funds are properly applied by the Indenture Trustee.
Financial Security shall be subrogated to the rights of each Holder of the
senior notes to receive payments of principal and interest to the extent of any
payment by Financial Security under the Note Policy.
Claims under the Note Policy will constitute direct, unsecured and
unsubordinated obligations of Financial Security ranking not less than pari
passu with other unsecured and unsubordinated indebtedness of Financial Security
for borrowed money. Claims against Financial Security under each other financial
guaranty insurance policy issued thereby constitute pari passu claims against
the general assets of Financial Security. The terms of the Note Policy cannot be
modified or altered by any other agreement or instrument, or by the merger,
consolidation or dissolution of the Trust. The Note Policy may not be cancelled
or revoked prior to distribution in full of all Scheduled Payments.
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The Note Policy is not covered by the Property/Casualty Insurance Security Fund
specified in Article 76 of the New York Insurance Law. The Note Policy are
governed by the laws of the State of New York. As a result, if a claim is made
on the Note Policy for the benefit of the Holders of the senior notes and
Financial Security is insolvent and unable to pay the amount then due under that
policy, the Holders of the senior notes would not be permitted to file a claim
against the Property/ Casualty Insurance Fund specified in Article 76 of the New
York Insurance Law. In that circumstance, the Holders of the senior notes would
have recourse against the estate of Financial Security only, as any other
general creditor of Financial Security.
FINANCIAL SECURITY ASSURANCE INC.
GENERAL
Financial Security Assurance Inc., which is referred to in this Prospectus
as "Financial Security" or "the Insurer," is a monoline insurance company
incorporated in 1984 under the laws of the State of New York. Financial Security
is licensed to engage in financial guaranty insurance business in all 50 states,
the District of Columbia and Puerto Rico.
Financial Security and its subsidiaries are engaged in the business of
writing financial guaranty insurance, principally in respect of securities
offered in domestic and foreign markets. Financial guaranty insurance provides a
guaranty of scheduled payments on an issuer's securities -- thereby enhancing
the credit rating of those securities -- in consideration for the payment of a
premium to the insurer. Financial Security and its subsidiaries principally
insure asset-backed, collateralized and municipal securities. Asset-backed
securities are generally supported by residential mortgage loans, consumer or
trade receivables, securities or other assets having an ascertainable cash flow
or market value. Collateralized securities include public utility first mortgage
bonds and sale/leaseback obligation bonds. Municipal securities include general
obligation bonds, special revenue bonds and other special obligations of state
and local governments. Financial Security insures both newly issued securities
sold in the primary market and outstanding securities sold in the secondary
market that satisfy Financial Security's underwriting criteria.
Financial Security is a wholly owned subsidiary of Financial Security
Assurance Holdings Ltd., which is referred to in this Prospectus as "Holdings"
and which is a New York Stock Exchange listed company. Major shareholders of
Holdings include White Mountains Insurance Group, Ltd., The Tokio Marine and
Fire Insurance Co., Ltd. and XL Capital Ltd. On March 14, 2000, Holdings
announced that it had entered into a merger agreement pursuant to which Holdings
would become a wholly owned subsidiary of Dexia S.A., a publicly held Belgian
corporation, subject to receipt of regulatory approvals and satisfaction of
other closing conditions. Dexia S.A., through its bank subsidiaries, is
primarily engaged in the business of public finance in France, Belgium and other
European countries. No shareholder of Holdings is obligated to pay any debt of
Financial Security of any claim under any insurance policy issued by Financial
Security or to make any additional contribution to the capital of Financial
Security.
The principal executive offices of Financial Security are located at 350
Park Avenue, New York, New York 10022, and its telephone number at that location
is (212) 826-0100.
REINSURANCE
Pursuant to an intercompany agreement, liabilities on financial guaranty
insurance written or reinsured from third parties by Financial Security or any
of its domestic or Bermuda operating insurance company subsidiaries are
generally reinsured among such companies on an agreed-upon percentage
substantially proportional to their respective capital, surplus and reserves,
subject to
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applicable statutory risk limitations. In addition, Financial Security reinsures
a portion of its liabilities under certain of its financial guaranty insurance
policies with other reinsurers under various treaties and on a
transaction-by-transaction basis. This reinsurance is used by Financial Security
as a risk management device and to comply with statutory and rating agency
requirements; it does not alter or limit Financial Security's obligations under
any financial guaranty insurance policy.
RATINGS
Financial Security's insurance financial strength is rated "Aaa" by
Moody's. Financial Security's insurer financial strength is rated "AAA" by
Standard & Poor's and Standard & Poor's (Australia) Pty. Ltd. Financial
Security's claims-paying ability is rated "AAA" by Fitch IBCA, Inc. and Japan
Rating and Investment Information, Inc. These ratings reflect only the views of
the respective rating agencies, are not recommendations to buy, sell or hold
securities and are subject to revision or withdrawal at any time by those rating
agencies. See "Risk Factors -- The Ratings of the Notes May be Withdrawn or
Revised Which May Have an Adverse Effect on the Market Price of the Notes".
CAPITALIZATION
Information regarding the capitalization of Financial Security is presented
in the accompanying prospectus supplement.
INSURANCE REGULATION
Financial Security is licensed and subject to regulation as a financial
guaranty insurance corporation under the laws of the State of New York, its
state of domicile. In addition, Financial Security and its insurance
subsidiaries are subject to regulation by insurance laws of the various other
jurisdictions in which they are licensed to do business. As a financial guaranty
insurance corporation licensed to do business in the State of New York,
Financial Security is subject to Article 69 of the New York Insurance Law which,
among other things, limits the business of a financial guaranty insurer to
writing financial guaranty insurance and related business lines, requires each
financial guaranty insurer to maintain a minimum surplus to policyholders,
establishes contingency, loss and unearned premium reserve requirements for each
such insurer, and limits the size of individual transactions and the volume of
transactions that may be underwritten by each insurer. Other provisions of the
New York Insurance Law, applicable to non-life insurance companies such as
Financial Security, regulate, among other things, permitted investments, payment
of dividends, transactions with affiliates, mergers, consolidations,
acquisitions or sales of assets and incurrence of liability for borrowings.
SOURCES OF ADDITIONAL INFORMATION
For further information concerning Financial Security, see the accompanying
prospectus supplement and the consolidated financial statements of Financial
Security and Subsidiaries, and the notes thereto, incorporated by reference into
this prospectus and the related prospectus supplement. Copies of the statutory
quarterly and annual statements filed with the State of New York Insurance
Department by Financial Security are available upon request to the State of New
York Insurance Department.
THE MASTER SERVICER
The Contracts will be serviced by WFS in its capacity as Master Servicer.
While WFS may or may not use a Subservicer in servicing the Contracts, WFS is
referred to as the Master Servicer herein.
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The Master Servicer will be obligated pursuant to the Sale and Servicing
Agreement, subject to the limitations set forth therein, to service the
Contracts and to repurchase Contracts under certain circumstances if certain
representations and warranties made by the Master Servicer are incorrect or if
the Master Servicer breaches certain of its servicing obligations under the Sale
and Servicing Agreement, in either case in a manner that materially and
adversely affects the Holders of the Notes. The Master Servicer, may perform its
servicing duties through one or more subservicers (each, a "Subservicer"),
provided that the employment of a Subservicer shall not relieve the Master
Servicer from any liability of the Master Servicer under the Sale and Servicing
Agreement.
If the Master Servicer uses a Subservicer, the Master Servicer will enter
into a subservicing agreement with that Subservicer. The subservicing agreement
must not be inconsistent with the terms of the Sale and Servicing Agreement. The
Master Servicer may terminate a subservicing agreement and either service the
related Contracts directly or enter into a new subservicing agreement for those
Contracts with a Subservicer that need not be an affiliate of the Master
Servicer. Notwithstanding any subservicing agreement, the Master Servicer will
remain obligated and liable to the Indenture Trustee, the Owner Trustee and the
Noteholders for servicing and administering the Contracts in accordance with the
Sale and Servicing Agreement as if the Master Servicer alone were servicing the
Contracts. References herein to actions required or permitted to be taken by the
Master Servicer include the actions by a Subservicer.
COLLECTION OF PAYMENTS
The Master Servicer will service the Contracts and will provide certain
accounting and reporting services with respect to the Contracts and the Notes.
The Master Servicer must take all actions necessary to maintain continuous
perfection of the security interests granted by the Obligors in the Financed
Vehicles. The Master Servicer will be obligated to service the Contracts in
accordance with the customary and usual servicing procedures employed by
financial institutions that service retail installment sales contracts and/or
installment loan agreements secured by motor vehicles and, to the extent more
exacting, the procedures used for such contracts owned by the Master Servicer.
In its judgment, the Master Servicer may reduce the APR of a delinquent Contract
(but not below the sum of the weighted average interest rate of the Notes as of
the Closing Date and the Servicing Fee Percent), may reduce the principal
balance and may extend the scheduled maturity of a delinquent Contract for up to
90 days in the aggregate past the originally scheduled date of the last payment
on such Contract, so long as the Master Servicer makes an appropriate Advance as
will be required in the Sale and Servicing Agreement, but in no event beyond the
last final scheduled distribution date.
The Master Servicer shall deposit in or credit to the Collection Account or
the Holding Account, within two Business Days of receipt, all Net Collections
received on or in respect of the Contracts (except that as to Contracts serviced
by a Subservicer, such proceeds shall be deposited within three Business Days of
receipt by the Subservicer). The Master Servicer will also deposit in or credit
to the Collection Account or the Holding Account, within two Business Days of
receipt, all Net Liquidation Proceeds and Net Insurance Proceeds, after
deducting the amount of any outstanding and unreimbursed Advances. See "Certain
Information Regarding the Securities -- The Accounts and Eligible Investments".
ADVANCES
The Master Servicer will be obligated to advance delinquent payments of
Monthly P&I on individual Rule of 78's Contracts and to advance 30 days of
interest at the sum of the weighted average interest rate and the Servicing Fee
Percent for each month of delinquency in that Due Period on individual Simple
Interest Contracts (each, an "Advance") to the extent that any Advance, if made,
would not, in the good faith judgment of the Master Servicer, constitute a
Nonrecoverable
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Advance. A "Nonrecoverable Advance" will be an Advance previously made or to be
made by the Master Servicer which, in the good faith judgment of the Master
Servicer, may not be ultimately recoverable by the Master Servicer from proceeds
of liquidated contracts and proceeds of any insurance applicable to a Financed
Vehicle or otherwise. Concurrently with the furnishing of the related
Distribution Date Statement to the Indenture Trustee and the Owner Trustee, the
Master Servicer will deposit in the Collection Account all Advances, if any, in
respect of the related Due Period. The Master Servicer will not be entitled to
any interest on Advances when it is reimbursed for Advances. The amount of
Advances deposited in the Collection Account for any Distribution Date may be
net of amounts otherwise payable to the Master Servicer on such Distribution
Date.
In making Advances, the Master Servicer will be endeavoring to maintain a
regular flow of interest and principal payments to the Noteholders rather than
to guarantee or insure against losses. Advances will be reimbursed to the Master
Servicer out of recoveries on the related Contracts (e.g., late payments by the
Obligor, Net Liquidation Proceeds and Net Insurance Proceeds) or, to the extent
any portion of an Advance is determined to be a Nonrecoverable Advance, out of
unrelated installments of Monthly P&I or prepayment proceeds.
INSURANCE ON FINANCED VEHICLES
Each Obligor on a Contract is required to maintain insurance covering
physical damage to the Financed Vehicle of such Obligor in an amount not less
than the lesser of its actual cash value or the unpaid principal balance under
that Contract; provided, however, that the Master Servicer will not be obligated
to enforce this requirement when the principal balance of a Contract is less
than $4,000 or there are six or fewer months remaining to its scheduled
maturity. The Master Servicer or a Subservicer is required to be named as a loss
payee under the policy of insurance obtained by the Obligor. In addition, to the
extent required by applicable law, the policy of insurance will be delivered to
the Master Servicer or Subservicer, as appropriate. The Financed Vehicle is
required to be insured against loss and damage due to fire, theft,
transportation, collision and other risks covered by comprehensive coverage. The
Master Servicer shall obtain a limited dual interest insurance policy which
provides coverage for physical damage to, or loss of, a Financed Vehicle if the
Obligor fails to maintain the required insurance and may add the premium for
that insurance to the balance due on the Contract to the extent permitted by
applicable law; provided, however, that the Master Servicer shall not be
required to maintain that insurance in respect of any Financed Vehicle as to
which the related Contract has an unpaid principal balance of less than $4,000
or there are six or fewer months remaining until the Contract matures. Since
Obligors may choose their own insurers to provide the required coverage, the
specific terms and conditions of their policies vary. The Scheduled Balance of a
Contract will not include any amount for premiums paid by the Master Servicer,
and payments by an Obligor in respect of such financed premium will not be
applied to distributions on the Notes.
SERVICER DETERMINATION AND REPORTS TO TRUSTEES
The Master Servicer will perform monitoring and reporting functions for the
Owner Trustee, the Indenture Trustee and the Insurer. The Master Servicer will
prepare and deliver to the Owner Trustee, the Indenture Trustee and the Insurer
the following:
(a) each Statement to Noteholders and
(b) an additional report covering:
- the aggregate amount, if any, paid by or due from the Master
Servicer or a Seller for the purchase of Contracts which the Master
Servicer or a Seller has become obligated to purchase, and
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- the net amount of funds which have been deposited in or credited to
the Collection Account or Holding Account.
SERVICING COMPENSATION
The Master Servicer will be entitled to compensation for the performance of
its obligations under the Sale and Servicing Agreement. The Master Servicer
shall be entitled to receive for each Contract from the Monthly P&I paid on or
in respect of that Contract an amount equal to a certain percentage (the
"Servicing Fee Percent"), which, except as otherwise specified in the related
prospectus supplement, shall equal one-twelfth of 1.25% per annum of the
Scheduled Balance of that Contract for the related month in respect of which the
Monthly P&I for that month has been collected or advanced. As additional
compensation, the Master Servicer or its designee shall be entitled to retain
all late payment charges, extension fees (the Master Servicer will determine
when an extension is to be granted, subject to the limitations described under
"The Master Servicer -- Collection of Payments") and similar items paid in
respect of the Contracts. The Master Servicer or its designee will receive as
additional servicing compensation the amount, if any, by which the outstanding
principal balance of a Contract that is prepaid in full prior to its maturity
exceeds the Scheduled Balance of that Contract. The sum of the foregoing items
is the Basic Servicing Fee. In addition to the Basic Servicing Fee, the Master
Servicer will be entitled to receive additional servicing fees based upon the
Charge-Off Percentage of the Contracts. To the extent the Charge-Off Percentage
of the Contracts is less than the amount set forth in the related prospectus
supplement, the Master Servicer will be entitled to an additional servicing fee
calculated as set forth in the related prospectus supplement (the "Additional
Servicing Fee"). The Additional Servicing Fee will be paid to the Master
Servicer only out of proceeds released from the Spread Account. Any amounts of
additional Servicing Fee earned at a time the Spread Account is not permitted to
release amounts on deposit in the Spread Account will accumulate, without
interest, until such time as amounts on deposit in the Spread Account are
released. See "Certain Information Regarding the Securities -- Withdrawals from
the Spread Account." The Basic Servicing Fee together with the Additional
Servicing Fee is the Servicing Fee. The Master Servicer shall pay all expenses
incurred by it in connection with its servicing activities under the Sale and
Servicing Agreement and shall not be entitled to reimbursement of such expenses
except to the extent they constitute Liquidation Expenses or expenses
recoverable under an applicable insurance policy.
The Servicing Fee will compensate the Master Servicer for:
(a) performing the functions of a third party servicer of the
Contracts as an agent for the Indenture Trustee and the Owner Trustee,
including:
- collecting and posting all payments,
- responding to inquiries of Obligors,
- investigating delinquencies,
- sending payment statements and reporting tax information to Obligors,
- paying costs of collections, and
- policing the collateral,
(b) administering the Contracts, including:
- accounting for collections, and
- furnishing quarterly and annual statements to the Indenture Trustee
and the Owner Trustee with respect to distributions and generating
federal income tax information and
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certain taxes, accounting fees, outsider auditor fees, data processing
costs and other costs incurred in connection with administering the
Contracts, and
(c) maximizing the performance of the Contracts for the benefit of the
Seller, including:
- focusing servicing activities on delinquent Obligors to reduce the
likelihood of those Obligors defaulting upon their Contracts, and
- increasing realization upon Defaulted Contracts in an efficient manner
so as to maximize the amount distributable to the Seller from the
Spread Account.
REALIZATION UPON DEFAULTED CONTRACTS
The Master Servicer will liquidate any Contract that goes into default and
as to which no satisfactory arrangements can be made for collection of
delinquent payments. Liquidation of a defaulted Contract may be through
repossession or sale of the Financed Vehicle or otherwise. In connection with a
repossession or other conversion, the Master Servicer will follow normal and
usual procedures for holders of motor vehicle retail installment sales contracts
and installment loans. In this regard, the Master Servicer may sell the Financed
Vehicle at a repossession or other sale.
CERTAIN LEGAL ASPECTS OF THE CONTRACTS
GENERAL
The Contracts are "chattel paper" as defined in the Uniform Commercial Code
as in effect in California and the other states in which the Contracts are
originated (the "UCC"). Pursuant to the UCC, an ownership or security interest
in chattel paper may be perfected by possession of the chattel paper or filing a
UCC-1 financing statement with the secretary of state or other central filing
office in the appropriate state as required by the applicable UCC.
WFS and the Seller will each take or cause to be taken those actions as are
required to perfect a Trust's rights in the Contracts sold by that Seller and
will represent and warrant that the Trust, subject to the interest of the
Insurer under each Insurance Agreement pursuant to which a Note Policy will be
issued, has good title, or a first priority security interest, free and clear of
liens and encumbrances, to each Contract on the Closing Date. Under each Sale
and Servicing Agreement, WFS, as Master Servicer (or one or more Subservicers),
will have custody of the Contracts following the sale of the Contracts to a
Trust and will hold the Contracts as bailee for the benefit of the Trust.
However, the Contracts will not be physically marked to indicate the ownership
or security interest thereof by a Trust. UCC-1 financing statements will be
filed with the Secretary of States of California and Nevada to perfect by filing
and to give notice of a Trust's ownership or security interest in the Contracts.
If, through inadvertence or otherwise, any of the Contracts were sold to another
party who purchased those Contracts in the ordinary course of its business and
took possession of them, the purchaser would acquire an interest in those
Contracts superior to the interests of a Trust if the purchaser acquired the
Contracts in good faith, for value and without actual knowledge of the Trust's
ownership or security interest in those Contracts. The Master Servicer will
agree in the Sale and Servicing Agreement to take all necessary actions to
preserve and protect a Trust's ownership or security interest in the Contracts.
The Seller will represent and warrant that each Contract is secured by a
Financed Vehicle. Notwithstanding the failure of a Trust to have obtained a
valid, first priority ownership or security interest in a Contract, the Insurer
will remain unconditionally and irrevocably obligated on its guarantee of
Scheduled Payments payable to Noteholders on each Distribution Date. See "The
Note Policy".
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SECURITY INTERESTS IN THE FINANCED VEHICLES
All of the Financed Vehicles were registered in the State of California or
another of the states listed above under "The Contracts Pool" at the time of
origination of the related Contracts. Perfection of security interests in motor
vehicles is generally governed by state certificate of title statutes or by the
motor vehicle registration laws of the state in which each vehicle is located.
Security interests in vehicles registered in the State of California (the state
in which the largest number of Financed Vehicles is located) may be perfected by
depositing with the California Department of Motor Vehicles a properly endorsed
certificate of title showing the secured party as legal owner or an application
for an original registration together with an application for registration of
the secured party as legal owner. Security interests in vehicles registered in
most other states are perfected, generally, in a similar manner. California and
some other states permit the required documents to perfect a security interest
to be filed electronically as well as physically. The Seller will represent and
warrant to the Trust in the Sale and Servicing Agreement that all steps
necessary to obtain a perfected first priority security interest with respect to
the Financed Vehicles securing the Contracts sold by that Seller have been
taken. If the Master Servicer fails, because of clerical error or otherwise, to
effect or maintain such notation for a Financed Vehicle, the Trust may not have
a first priority security interest in that Financed Vehicle.
All contracts purchased or originated by WFS name WFS as obligee or
assignee and as the secured party. WFS also takes all actions necessary under
the laws of the state in which the related vehicles are located to perfect its
security interest in those vehicles, including, where applicable, having a
notation of its lien recorded on the related certificate of title and obtaining
possession of the certificates of title.
The Seller will transfer Contracts to the Trust and will assign its
security interests in the Financed Vehicles to each Trust and Financial
Security. However, because of the administrative burden and expense, neither a
Trust nor Financial Security will amend any certificate of title to identify the
Trust or Financial Security as the new secured party nor will the certificates
of title be delivered to the Trustee. Accordingly, WFS will continue to be named
as the secured party on the certificates of title for the Financed Vehicles.
Under the law of California and most other states, the assignment of the
Contracts is an effective conveyance of a security interest without amendment of
any lien noted on a vehicle's certificate of title, and the new secured party
succeeds thereby to the assignor's rights as secured party. However, there
exists a risk in not identifying a Trust as the new secured party on the
certificates of title that, through fraud or negligence, the security interest
of the Trust in one or more Financed Vehicles could be released.
In the absence of fraud or forgery by the Financed Vehicle owner or
administrative error by state recording officials, notation of the lien of WFS
on the certificates of title or in the electronic records of the state officials
where electronic titles are permitted should be sufficient to protect the Trust
against the rights of subsequent purchasers of a Financed Vehicle or subsequent
lenders who take a security interest in a Financed Vehicle. If there are any
Financed Vehicles as to which WFS has failed to perfect the security interest
assigned to the Trust, the security interest would be subordinate to, among
others, subsequent purchasers of the Financed Vehicles and holders of perfected
security interests.
In the event that the owner of a Financed Vehicle relocates to a state
other than the state in which the Financed Vehicle is registered, under the laws
of most states the perfected security interest in the Financed Vehicle would
continue for four months after that relocation and thereafter, in most
instances, until the owner registers the Financed Vehicle in that state. A
majority of states, including California, generally require surrender of a
certificate of title to initially register in that state a vehicle originally
registered in another state. Therefore, the Master Servicer on behalf of the
Trust must
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surrender possession, if it holds the certificate of title to a relocated
Financed Vehicle, for the Financed Vehicle owner to effect the registration. If
the Financed Vehicle owner moves to a state that provides for notation of lien
on the certificate of title to perfect the security interests in the Financed
Vehicle, WFS, absent clerical errors or fraud, would receive notice of surrender
of the certificate of title if WFS' lien is noted thereon. Accordingly, WFS will
have notice and the opportunity to reperfect the security interest in the
Financed Vehicle in the state of relocation. If the Financed Vehicle owner moves
to a state which does not require surrender of a certificate of title for
registration of a motor vehicle, registration in that state could defeat
perfection. In the ordinary course of servicing its portfolio of motor vehicle
loans, WFS takes steps to effect reperfection upon receipt of notice of
reregistration or information from the obligor as to relocation. Similarly, when
an Obligor under a Contract sells a Financed Vehicle, the Master Servicer must
surrender possession of the certificate of title or will receive notice as a
result of its lien noted thereon and accordingly will have an opportunity to
require satisfaction of the related Contract before release of the lien. Under
the Sale and Servicing Agreement, the Master Servicer, at its cost, will be
obligated to maintain the continuous perfection of security interests in the
Financed Vehicles.
Under the law of California and most other states, liens for unpaid taxes
and possessory liens for storage of and repairs performed on a motor vehicle
take priority even over a perfected security interest in that vehicle. The
Internal Revenue Code of 1986, as amended, also grants priority to certain
federal tax liens over the lien of a secured party. The laws of certain states
and federal law permit the confiscation of motor vehicles by governmental
authorities under certain circumstances if used in unlawful activities, which
may result in the loss of a secured party's perfected security interest in a
confiscated vehicle. The Seller will represent in the Sale and Servicing
Agreement that, as of the Closing Date, the security interest in each Financed
Vehicle is prior to all other present liens upon and security interests in that
Financed Vehicle. However, liens for repairs or taxes could arise at any time
during the term of a Contract. No notice will be given to the Trustees, the
Master Servicer or Noteholders in the event such a lien or confiscation arises
and any such lien or confiscation arising after the Closing Date would not give
rise to the Seller's repurchase obligations under the Sale and Servicing
Agreement.
ENFORCEMENT OF SECURITY INTERESTS IN FINANCED VEHICLES
The Master Servicer, on behalf of the Trust, may take action itself or
through one or more Subservicers to enforce its security interest with respect
to defaulted Contracts by repossession and resale of the Financed Vehicles
securing such defaulted Contracts. In addition to the provisions of the UCC,
under California law the Contracts originated in California are subject to the
provisions of its Rees-Levering Motor Vehicle Sales and Finance Act (the
"Rees-Levering Act"). Contracts originated in other states are subject to retail
installment sales laws and similar laws of those states including in many of
those states their version of the Uniform Consumer Credit Code. The provisions
of the Rees-Levering Act and similar laws of other states control in the event
of a conflict with the provisions of the UCC. Under the UCC and laws applicable
in most states, a creditor can, without prior notice to the debtor, repossess a
motor vehicle securing a loan by voluntary surrender, by "self-help"
repossession without breach of peace, and by judicial process. The Rees-Levering
Act and similar laws of other states place restrictions on repossession sales,
including notice to the debtor of the intent to sell and of the debtor's right
to redeem the vehicle. In addition, the UCC requires commercial reasonableness
in the conduct of the sale.
In the event of repossession and resale of a Financed Vehicle, the Master
Servicer for the benefit of the Trust would be entitled to be paid out of the
sale proceeds before the proceeds could be applied to the payment of the claims
of unsecured creditors or the holders of subsequently perfected security
interests or, thereafter, to the debtor.
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Under the UCC and laws applicable in most states, a creditor is entitled to
obtain a deficiency judgment from a debtor for any deficiency on repossession
and resale of the motor vehicle securing such debtor's loan. However, some
states impose prohibitions or limitations on deficiency judgments. Under
California law the proceeds from the resale of the motor vehicle securing the
debtor's loan are required to be applied first to the expenses of resale and
repossession, and if the remaining proceeds are not sufficient to repay the
indebtedness, the creditor may seek a deficiency judgment for the balance. The
priority of application of proceeds of sale as to repossessed vehicles under the
Contracts originated in most other states is similar.
Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws, may limit or delay the ability of a creditor to repossess
and resell collateral or enforce a deficiency judgment.
In the event that deficiency judgments are not satisfied or are satisfied
at a discount or are discharged in whole or in part in bankruptcy proceedings,
including proceedings under Chapter 13 of the Bankruptcy Reform Act of 1978, as
amended, the loss will be borne by the Trust.
OTHER MATTERS
The so-called "holder-in-due-course" rule of the Federal Trade Commission
is intended to defeat the ability of the transferor of a consumer credit
contract which is the seller of goods which give rise to the transaction (and
certain related lenders and assignees) to transfer such contract free of notice
of claims by the debtor thereunder. The effect of this rule is to subject the
assignee of a transferred contract to all claims and defenses which the debtor
could assert against the seller of goods. Liability under this rule, which would
be applicable to a Trust and Financial Security, is limited to amounts paid
under a Contract; however, the Obligor may also assert the rule to set off
remaining amounts due as a defense against a claim brought by a Trustee against
that Obligor.
The courts have imposed general equitable principles on repossession and
litigation involving deficiency balances. These equitable principles may have an
effect of relieving an Obligor from some or all of the legal consequences of a
default.
Numerous other federal and state consumer protection laws, regulations and
rules impose requirements applicable to the origination and servicing of the
Contracts, including the Truth-in-Lending Act (and Federal Reserve Board
Regulation Z), the Federal Trade Commission Act, the Fair Credit Billing Act,
the Fair Credit Reporting Act, the Equal Credit Opportunity Act (and Federal
Reserve Board Regulation B), the Fair Debt Collection Practices Act, the
Magnuson-Moss Warranty Act, state adaptations of the National Consumer Act and
of the Uniform Consumer Credit Code and the California Rees-Levering Act and
motor vehicle retail installment sale acts in other states, and similar laws and
rules. Also, the laws of certain states impose finance charge ceilings and other
restrictions on consumer transactions and require contract disclosures in
addition to those required under federal law. These requirements impose specific
statutory liabilities upon creditors who fail to comply with their provisions.
In some cases, this liability could affect the ability of a Trustee as an
assignee to enforce noncomplying Contracts. The Seller will represent and
warrant in the Sale and Servicing Agreement that each of the Contracts, and the
sale of the Financed Vehicles sold thereunder, complied with all material
requirements of such laws.
REPURCHASE OBLIGATION
In each Sale and Servicing Agreement the Master Servicer will make certain
representations, warranties and affirmative covenants regarding, among other
things, the maintenance of the security
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interest in each Financed Vehicle, the breach of which would create an
obligation of the Master Servicer to repurchase any affected Contract unless the
breach is cured.
WFSRC2
WFSRC2 is a wholly owned, limited-purpose subsidiary of Westcorp, the
ultimate parent of WFS, and was incorporated under the laws of the State of
Nevada on June 28, 2000. The principal office of WFSRC2 is 6655 West Sahara
Avenue, Las Vegas, Nevada 83102. WFSRC2's telephone number is (702) 227-8100.
WFSRC2 was organized principally for the purpose of purchasing retail
installment sales contracts and installment loans from WFS and its affiliates in
connection with its activities as a limited purpose subsidiary of Westcorp.
WFSRC2 has not and will not engage in any activity other than (i) acquiring,
owning, holding, selling, transferring, assigning, pledging or otherwise dealing
in installment sales contracts and installment loans secured by automobiles and
light-duty trucks or (ii) originating one or more grantor or owner trusts owning
installment sales contracts and installment loans secured by automobiles and
light-duty trucks.
WFSRC2's Articles of Incorporation limit the activities of WFSRC2 to the
above purposes and to any activities incidental to and necessary for such
purposes.
WFS
GENERAL
WFS is an auto finance company incorporated in California in 1988. WFS was
formerly known as Westcorp Financial Services, Inc. ("Westcorp Financial"), a
wholly owned operating subsidiary of Western Financial Bank (the "Bank") and a
licensed consumer finance company. Prior to May 1, 1995, the auto finance
activities described in this prospectus were conducted separately by the Bank,
through its auto finance division, and by Westcorp Financial. Effective May 1,
1995, the Bank's auto finance division was combined with the consumer auto
finance activities of Westcorp Financial, with Westcorp Financial then changing
its corporate name to WFS Financial Inc. In August 1995, WFS completed an
initial public offering of 19.7% of its common stock. In February 2000, WFS
completed a public offering of additional common stock, following which the Bank
owned 82.6% of WFS. WFS is a majority owned operating subsidiary of the Bank.
WFS' revenues are derived principally from contractual servicing fees, the
retained interest on contracts sold for which servicing is retained, interest on
contracts not sold and fee income including late fees, deferment fees,
documentation fees and other fees, interest charged on its portfolio of
contracts and, to a lesser extent, gain on other investments. Interest on
borrowings and general and administrative costs are WFS' major expense items.
The principal executive offices of WFS are located at 23 Pasteur, Irvine,
California 92618 and its telephone number is (949) 727-1002.
BUSINESS ACTIVITIES
WFS is engaged principally in the business of originating contracts secured
by automobiles and light duty trucks from new and used car dealers and the
public. WFS currently conducts its operations through its principal office and
45 production offices serving 43 states.
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WESTCORP
Westcorp is a financial services holding company whose principal
subsidiaries are WFS and the Bank. Westcorp is registered with the Office of
Thrift Supervision as a savings and loan association holding company. Through
the Bank, Westcorp operates 25 retail bank branches throughout California, and
provides commercial banking services in Southern California. Through WFS,
Westcorp is one of the nation's largest independent automobile finance
companies.
The principal executive offices of Westcorp are located at 23 Pasteur,
Irvine, California 92618 and its telephone number is (949) 727-1002.
FEDERAL AND CALIFORNIA INCOME TAX CONSEQUENCES
FEDERAL INCOME TAX CONSEQUENCES
The following is a discussion of the material federal income tax
consequences of the purchase, ownership and disposition of the Notes. This
summary is based upon laws, regulations, rulings and decisions currently in
effect, all of which are subject to change. The discussion does not deal with
all federal tax consequences applicable to all categories of investors, some of
which may be subject to special rules contained within the Internal Revenue Code
of 1986, as amended (the "Code"), and regulations promulgated thereunder. To the
extent the tax consequences related to subordinated notes, if any, differs from
the consequences discussed in this prospectus, those consequences will be
discussed in the related prospectus supplement.
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 (the "IRS") with
respect to any of the federal income tax consequences discussed below, and no
assurance can be given that the IRS will not take contrary positions. Moreover,
there are no cases or IRS rulings on transactions similar to those described
herein with respect to the Trust, involving both debt and equity interests
issued by a trust with terms similar to those of the Notes. Prospective
investors are urged to consult their own tax advisors in determining the
federal, state, local, foreign and any other tax consequences to them of the
purchase, ownership and disposition of the Notes.
This summary does not purport to deal with all aspects of federal income
taxation that may be relevant to investors in light of their individual
investment circumstances (e.g., financial institutions, broker-dealers, life
insurance companies and tax-exempt organizations).
TAX CHARACTERIZATION OF TRUSTS
In the opinion of Mitchell, Silberberg & Knupp LLP, special tax counsel to
the Sellers, the Trust will not be an association (or a publicly traded
partnership) taxable as a corporation for federal income tax purposes. This
opinion is based on the assumption that the terms of each Trust Agreement and
related documents will be complied with, and on that counsel's conclusions that
the nature of the income of such Trust will exempt it from the rule that certain
publicly traded partnerships are taxable as corporations.
If a Trust were taxable as a corporation for federal income tax purposes,
it would be subject to corporate income tax on its taxable income. Such Trust's
taxable income would include all its income on the related Contracts, which may
be reduced by its interest expense on the Notes. Any corporate income tax could
materially reduce cash available to make payments on the Notes.
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TAX CONSEQUENCES TO HOLDERS OF THE NOTES
Treatment of the Notes as Indebtedness. The Seller will agree, and the
Noteholders will agree by their purchase of Notes, to treat the Notes as debt
for federal income tax purposes. Mitchell, Silberberg & Knupp LLP, special tax
counsel to the Seller, will render an opinion that the Notes will be classified
as debt for federal income tax purposes. All of the discussion below assumes
this characterization of the Notes is correct.
OID. The discussion below assumes that all payments on the Notes are
denominated in U.S. dollars. Moreover, the discussion assumes that the interest
formula for the Notes meets the requirements for "qualified stated interest"
under Treasury regulations relating to original issue discount ("OID"), and that
any OID on the Notes (i.e., any excess of the principal amount of the Notes over
their issue price) does not exceed a de minimis amount (i.e., 1/4% of their
principal amount multiplied by the number of full years included in their term),
all within the meaning of such OID regulations.
Interest Income on the Notes. Based on the above assumptions, except as
discussed in the following paragraph, the Notes will not be considered issued
with OID. The stated interest thereon (and any premium received upon an Optional
Repurchase) will be taxable to a Noteholder as ordinary interest income when
received or accrued in accordance with such Noteholder's method of tax
accounting. Under the OID regulations, a holder of a Note issued with more than
a de minimis amount of OID must include such OID in income, on a pro rata basis,
as principal payments are made on the Note. A purchaser who buys a Note for more
or less than its principal amount will generally be subject, respectively, to
the premium amortization or market discount rules of the Code.
However, because a failure to pay interest currently on Notes is not a
default and does not give rise to a penalty, under the OID regulations Notes
might be viewed as having been issued with OID. This interpretation would not
significantly affect accrual basis holders of Notes, although it would somewhat
accelerate taxable income to cash basis holders by in effect requiring them to
report interest income on the accrual basis.
Sale or Other Disposition. If a Noteholder sells a Note, the holder will
recognize gain or loss in an amount equal to the difference between the amount
realized on the sale and the holder's adjusted tax basis in the Note. The
adjusted tax basis of a Note to a particular Noteholder will equal the holder's
cost for the Note, increased by any market discount, acquisition discount, OID
and gain previously included by such Noteholder in income with respect to the
Note and decreased by the amount of bond premium (if any) previously amortized
and by the amount of principal payments previously received by such Noteholder
with respect to such Note. Any gain or loss will be capital gain or loss if the
Note was held as a capital asset, except for gain representing accrued interest
and accrued market discount not previously included in income. Capital losses
generally may be used only to offset capital gains.
Foreign holders. Interest payments made (or accrued) to a Noteholder who is
a nonresident alien, foreign corporation or other non-United States person (a
"foreign person") generally will be considered "portfolio interest," and
generally will not be subject to United States federal income tax and
withholding tax, if the interest is not effectively connected with the conduct
of a trade or business within the United States by the foreign person and the
foreign person (i) is not actually or constructively a "10 percent shareholder"
of a Trust or the Seller (including a holder of 10% of outstanding Notes) or a
"controlled foreign corporation" with respect to which a Trust or the Seller is
a "related person" within the meaning of the Code and (ii) provides the Owner
Trustee or other person who is otherwise required to withhold U.S. tax with
respect to the Notes with an appropriate statement (on Form W-8 or a similar
form), signed under penalty of perjury, certifying that the
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beneficial owner of a Note is a foreign person and providing the foreign
person's name and address. If a Note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide the relevant signed statement to the withholding agent;
in that case, however, the signed statement must be accompanied by a Form W-8 or
substitute form provided by the foreign person that owns the Note. If that
interest is not portfolio interest, then it will be subject to United States
federal income and withholding tax at a rate of 30%, unless reduced or
eliminated pursuant to an applicable tax treaty.
Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a Note by a foreign person will be exempt from United
States federal income and withholding tax, provided that (i) such gain is not
effectively connected with the conduct of a trade or business in the United
States by the foreign person and (ii) in the case of an individual foreign
person, the foreign person is not present in the United States for 183 days or
more in the taxable year.
Backup Withholding. Each holder of a Note (other than an exempt holder such
as a corporation, tax exempt organization, qualified pension and profit sharing
trust, individual retirement account or nonresident alien who provides
certification as to status as a nonresident) will be required to provide, under
penalty of perjury, a certificate containing the holder's name, address, correct
federal taxpayer identification number and a statement that the holder is not
subject to backup withholding. Should a nonexempt Noteholder fail to provide the
required certification, each Trust will be required to withhold 31% of the
amount otherwise payable to the holder, and remit the withheld amount to the IRS
as a credit against the holder's federal income tax liability.
The IRS has issued final regulations (the "Final Regulations") which, among
other things, affect the procedures to be followed by a Noteholder that is a
foreign person in establishing such person's exemption for the purpose of the
backup withholding rules discussed above. The Final Regulations generally will
be effective for payments made after December 31, 2000. Prospective investors
should consult their own tax advisors concerning the effect of the Final
Regulations on their purchase, ownership and disposition of the Notes.
Possible Alternative Treatments of the Notes. If, contrary to the opinion
of special tax counsel, the IRS successfully asserted that one or more of the
Notes did not represent debt for federal income tax purposes, such Notes might
be treated as equity interests in a Trust. If so treated, a Trust might be
treated as a publicly traded partnership taxable as a corporation with the
adverse consequences described above (and the resulting taxable corporation
would not be able to reduce its taxable income by deductions for interest
expense on Notes recharacterized as equity). Alternatively, and most likely in
the view of special tax counsel, such Trust might be treated as a publicly
traded partnership that would not be taxable as a corporation because it would
meet certain qualifying income tests. Nonetheless, treatment of Notes as equity
interests in a publicly traded partnership could have adverse tax consequences
to certain holders. For example, income to certain tax-exempt entities
(including pension funds) would be "unrelated business taxable income", income
to foreign holders generally would be subject to U.S. tax and U.S. tax return
filing and withholding requirements, and individual holders might be subject to
certain limitations on their ability to deduct their share of Trust expenses.
NOTEHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES,
INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
48
<PAGE> 50
CALIFORNIA INCOME TAX CONSEQUENCES
In the opinion of Mitchell, Silberberg & Knupp LLP, special tax counsel to
the Seller, the Trust will not be an association taxable as a corporation for
California income tax purposes. This opinion will be based on the assumption
that the terms of the Trust Agreement and related documents will be complied
with. Mitchell, Silberberg & Knupp LLP has rendered an opinion that Noteholders
who are not residents of or otherwise subject to tax in California will not,
solely by reason of their acquisition of an interest in any class of Notes,
respectively, be subject to California income, franchise, excise or similar
taxes with respect to interest on any class of Notes or with respect to any of
the other Trust Property. To the extent the tax consequences related to
subordinated notes, if any, differs from the consequences discussed in this
prospectus, those consequences will be discussed in the related prospectus
supplement.
Investors should consult their own tax advisors to determine the state,
local and other tax consequences to them of the purchase, ownership and
disposition of the Notes.
ERISA CONSIDERATIONS
OVERVIEW
The Employee Retirement Income Security Act of 1974, as amended, and
Section 4975 of the Code imposes certain restrictions on employee and other
benefit plans and on certain other retirement plans and arrangements, such as
individual retirement accounts and annuities and Keough plans and on collective
investment funds and separate accounts, in which those plans, accounts or
arrangements are invested ("Plans") and on persons who are parties in interest
or disqualified persons ("parties in interest") with respect to such Plans which
could affect the decision to purchase the senior notes by or on behalf of Plans.
Certain employee benefit plans, such as governmental plans and church plans (if
no election has been made under Section 410(d) of the Code), are not subject to
the requirements of ERISA or Section 4975 of the Code and assets of those plans
may be invested without regard to the ERISA considerations described below,
subject to the provisions of other applicable federal and state law, including,
for any government or church plan qualified under Section 401(a) of the Code and
exempt from taxation under Section 501(a) of the Code, the prohibited
transaction rules set forth in Section 503 of the Code.
Investments by Plans are subject to ERISA's general fiduciary requirements,
including the requirement of investment prudence and diversification,
requirements respecting delegation of investment authority and the requirement
that a Plan's investment be made in accordance with the documents governing the
Plan.
PROHIBITED TRANSACTIONS
Section 406 of ERISA prohibits parties in interest with respect to a Plan
from engaging in certain transactions involving a Plan and its assets unless a
statutory, regulatory or administrative exemption applies to the transaction.
Section 4975 of the Code and Section 502(i) of ERISA impose certain excise taxes
on the parties to such prohibited transactions. Notes purchased by a Plan would
be assets of the Plan. Under regulations issued by the U.S. Department of Labor,
the Contracts in certain circumstances may also be deemed to be assets of each
Plan that purchases senior notes. If this were so, persons that cause a Plan to
acquire Notes or that sponsor or insure the related Contracts or manage, control
or service the Contracts may be subject to the fiduciary responsibility
provisions of ERISA and the prohibited transaction provisions of Section 4975 of
the Code in the absence of a statutory, regulatory or administrative exemption.
49
<PAGE> 51
Under a regulation issued by the United States Department of Labor, the
assets of the trust would be treated as assets of a plan for the purposes of
ERISA and the Code only if the plan acquires an "equity interest" in the trust
and none of the exceptions contained in this plan assets regulation is
applicable. An equity interest is defined under the plan assets regulation as an
interest other than an investment which is treated as indebtedness under
applicable local law and which has no substantial equity features. Although
there is little guidance on the subject, the senior notes should be treated as
indebtedness without substantial equity features for purposes of the plan assets
regulation. This determination is based in part on the traditional debt features
of the senior notes, including the reasonable expectation of purchasers of the
senior notes that the senior notes will be repaid when due, as well as the
absence of conversion rights, warrants and other typical equity features. The
debt treatment of the senior notes could change if the trust incurs losses.
However, even if the senior notes are treated as debt for such purposes, the
acquisition or holding of notes by or on behalf of a Plan could be considered to
give rise to a prohibited transaction if the trust or any of its affiliates is
or becomes a party-in-interest or a disqualified person with respect to such
Plan. In such case, certain exemptions from the prohibited transaction rules
could be applicable depending on the type and circumstances of the plan
fiduciary making the decision to acquire a note. Included among these exemptions
are: PTCE 90-1, regarding investments by insurance company pooled separate
accounts; PTCE 95-60, regarding investments by insurance company general
accounts; PTCE 91-38, regarding investments by bank collective investment funds;
PTCE 96-23, regarding transactions effected by in-house asset managers; and PTCE
84-14, regarding transactions effected by "qualified professional asset
managers." Each investor using the assets of a plan which acquires the notes, or
to whom the notes are transferred, will be deemed to have represented that the
acquisition and continued holding of the notes will be covered by one of the
exemptions listed above or by another U.S. Department of Labor class exemption.
THE NOTES
The senior notes may be purchased by a Plan subject to ERISA or Section
4975 of the Code. A fiduciary of a Plan must determine that the purchase of a
Note is consistent with its fiduciary duties under ERISA and does not result in
a nonexempt prohibited transaction as defined in Section 406 of ERISA or Section
4975 of the Code.
The senior notes may not be purchased with the assets of a Plan if the
Seller, the Master Servicer, the Indenture Trustee, the Owner Trustee or any of
their affiliates (i) has investment or administrative discretion with respect to
such Plan assets; (ii) has authority or responsibility to give, or regularly
gives, investment advice with respect to such Plan assets, for a fee and
pursuant to an agreement or understanding that such advice (a) will serve as a
primary basis for investment decisions with respect to such Plan assets and (b)
will be based on the particular investment needs for such Plan; or (iii) is an
employer maintaining or contributing to that Plan.
If subordinated notes are offered by a related prospectus supplement, the
eligibility of such notes for purchase by Plans will be described in that
prospectus supplement.
50
<PAGE> 52
PLAN OF DISTRIBUTION
The Notes will be offered through one or more of the methods described
below. The prospectus supplement will provide specific details as to the method
of distribution for particular offerings, and set forth the time and place for
delivery of Notes. Offerings may be made through one or more of the following
methods:
- By negotiated firm commitment or best efforts underwriting and public
re-offering by underwriters;
- By placements with institutional investors through dealers;
- By direct placements with institutional investors; and
- By competitive bid.
If underwriters are used for the sale of any securities, other than for
underwriting on a best efforts basis, the Notes will be acquired by the
underwriters for their own account and may be resold from time to time through
one or more transactions, including negotiated transactions, at fixed public
offering prices or at varying prices to be determined at the time of sale or at
the time of commitment. The Notes will be described on the cover of the
prospectus supplement and the members of the underwriting syndicate, if any,
will be named in the prospectus supplement.
In connection with the sale of Notes, underwriters may receive compensation
from the company or from purchasers of Notes in the form of discounts,
concessions or commissions. Underwriters and dealers participating in the
distribution of Notes may be deemed to be underwriters in connection with the
Notes, and any discounts or commissions received by them from the company and
any profit on the resale of Notes by them may be deemed to be underwriting
discounts and commissions under the Act. The prospectus supplement will describe
any compensation paid to underwriters.
It is anticipated that the underwriting agreement pertaining to the sale of
Notes will provide that the obligations of the underwriters will be subject to
conditions precedent providing that the underwriters will be obligated to
purchase all the Notes if any are purchased, other than in connection with
underwriting on a best efforts basis, and that, in limited circumstances, the
Seller and the Master Servicer will jointly and severally indemnify the several
underwriters and the underwriters will indemnify the Seller as against certain
civil liabilities, including liabilities under the Securities Act of 1933 (the
"Act") or will contribute to payments required to be made.
The prospectus supplement with respect to any Notes offered by placements
through dealers will contain information regarding the nature of the offering
and any agreements to be entered into between the company and purchasers of
Notes.
Purchasers of Notes, including dealers, may, depending upon the facts and
circumstances of such purchases, be deemed to be "underwriters" within the
meaning of the Act in connection with reoffers and sales by them of securities.
Noteholders should consult with their legal advisors in this regard prior to any
reoffer or sale.
If subordinated notes are offered by a related prospectus supplement, the
method of distribution of such offered subordinated notes will be described in
that prospectus supplement.
51
<PAGE> 53
LEGAL MATTERS
Certain legal matters with respect to the Notes, including certain federal
and California income tax matters, will be passed upon for the Seller by
Mitchell, Silberberg & Knupp LLP, Los Angeles, California. Brown & Wood LLP, San
Francisco, California will act as counsel for the Underwriters. Certain legal
matters relating to the Note Policy will be passed upon for the Insurer by the
counsel identified in the prospectus supplement.
EXPERTS
Financial statements of the Insurer are contained in or incorporated by
reference in the related prospectus supplement.
52
<PAGE> 54
INDEX OF DEFINITIONS
Set forth below is a list of the defined capitalized terms used in this
Prospectus and the pages on which the definitions of such terms may be found.
<TABLE>
<CAPTION>
TERM PAGE
---- -----
<S> <C>
Act......................................................... 51
Additional Servicing Fee.................................... 40
Administration Agreement.................................... 32
Administrator............................................... 32
Advance..................................................... 38
Aggregate Scheduled Balance...............See prospectus supplement
Bank........................................................ 21
Basic Servicing Fee......................................... 40
Business Day................................................ 35
Cede........................................................ 17
Closing Date................................................ 10
Code........................................................ 46
Contracts................................................... 6
Collection Account.......................................... 21
Cut-Off Date................................................ 10
Definitive Notes............................................ 19
Distribution Date Statement...............See prospectus supplement
DTC......................................................... 17
Due Period................................See prospectus supplement
Eligible Investments........................................ 21
Event of Default............................................ 17
Exchange Act................................................ 17
Final Scheduled Distribution Date........................... 15
Final Regulations........................................... 48
Financed Vehicles........................................... 10
Financial Security.......................................... 5
Holders..................................................... 17
Holding Account............................................. 21
Holdings.................................................... 36
Indenture................................................... 15
Indenture Trustee........................................... 5
Indirect Participants....................................... 18
Insolvency Event............................................ 26
Insurance Agreement......................................... 33
Insurer..................................................... 5
Issuer...................................................... 5
IRS......................................................... 46
Liquidation Expenses........................................ 20
Master Servicer............................................. 5
Moody's..................................................... 28
Monthly P&I...............................See prospectus supplement
Net Collections............................................. 20
Net Insurance Proceeds...................................... 20
Net Liquidation Proceeds.................................... 20
</TABLE>
53
<PAGE> 55
<TABLE>
<CAPTION>
TERM PAGE
---- -----
<S> <C>
Nonrecoverable Advance...................................... 39
Note Distributable Amount.................See prospectus supplement
Note Distribution Account................................... 21
Note Interest Distributable Amount........See prospectus supplement
Note Policy................................................. 10
Note Pool Factor............................................ 15
Note Principal Distributable Amount.......See prospectus supplement
Notes....................................................... 5
Obligors.................................................... 11
Offered Securities.......................................... 5
OID......................................................... 47
Omnibus Proxy............................................... 18
Optional Purchase........................................... 7
Optional Repurchase......................................... 6
Order....................................................... 34
Owner....................................................... 17
Owner Trustee............................................... 5
Participants................................................ 17
Prefunding Account.......................................... 11
Rees-Levering Act........................................... 43
Receipt..................................................... 35
Received.................................................... 35
Reinvestment Contract....................................... 21
Rule of 78's Contract -- A Contract that provides for the
payment by the Obligor of a specified total number of
payments, payable in equal monthly installments, which
total represents the principal amount financed plus add-on
interest in an amount calculated by using the Rule of
78's. Under the Rule of 78's, the amount of a monthly
payment allocable to interest on a Contract is determined
by multiplying the total amount of add-on interest payable
over the term of the Contract by a fraction the
denominator of which is a number equal to the sum of a
series of numbers representing the number of each monthly
payment due under the Contract and the numerator of which
for a given month is the number of payments remaining
before the maturity of the Contract. For example, with a
Contract providing for 12 payments, the denominator of
each month's fraction will be 78, the sum of a series of
numbers from 1 to 12. Accordingly, in the example of a
twelve payment Contract, the fraction for the first
payment is 12/78, for the second payment 11/78, for the
third payment 10/78, and so on through the final payment,
for which the fraction is 1/78. The applicable fraction is
then multiplied by the total add-on interest payment over
the entire term of the Contract, and the resulting amount
is the amount of add-on interest earned that month. The
difference between the amount of the monthly payment by
the Obligor and the amount of earned add-on interest
calculated for the month is applied to principal
reduction. Under the law of Texas, a similar procedure is
permitted for calculating the amount of add-on interest
earned, except the fraction is derived by using the sum of
the monthly payments rather than the sum of the number of
months (the "sum of the balances"). As a Contract using
either the Rule of 78's or the sum of the balances method
to compute interest earned is payable in equal monthly
payments, the mathematical result is substantially
identical under either system. Accordingly, for purposes
of convenience, the term "Rule of 78's" is used herein in
referring to Contracts with add-on interest regardless of
which system is used to calculated interest earned.
</TABLE>
54
<PAGE> 56
<TABLE>
<CAPTION>
TERM PAGE
---- -----
<S> <C>
Sale and Servicing Agreement................................ 11
Scheduled Balance.........................See prospectus supplement
Scheduled Payments.......................................... 34
Seller...................................................... 5
Servicer Defaults........................................... 25
Servicing Fee............................................... 40
Servicing Fee Percent....................................... 40
Simple Interest Contract -- A Contract as to which interest
is calculated each day on the basis of the actual
principal balance of such Contract on such day. ..........
Specified Spread Account Balance............................ 22
Spread Account.............................................. 6, 22
Spread Account Initial Deposit.............................. 22
Standard & Poor's........................................... 28
Statement to Noteholders.................................... 23
Subservicer................................................. 38
Trust....................................................... 5
Trust Agreement............................................. 9
Trust Property.............................................. 5
Trustees.................................................... 31
Trust Insolvency............................................ 17
UCC......................................................... 41
Westcorp Financial.......................................... 45
WFS......................................................... 5
WFSRC2...................................................... 5
</TABLE>
55
<PAGE> 57
THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS EFFECTIVE. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion
Preliminary Prospectus Supplement Dated July , 2000
Prospectus Dated , 2000
$
AUTO RECEIVABLE BACKED NOTES
WFS FINANCIAL 2000-C OWNER TRUST
WFS RECEIVABLES CORPORATION 2
SELLER
WFS FINANCIAL INC
MASTER SERVICER
------------------------
The issuer will issue four classes of notes as listed below. The issuer
will pay interest quarterly on the 20th of , ,
and . The first interest payment will be made on 20, 2000.
Full and timely payment of the noteholders' distributable amount on each
distribution date is unconditionally and irrevocably guaranteed under a
financial guaranty insurance policy issued by Financial Security Assurance Inc.
THE FINANCIAL GUARANTY INSURANCE POLICY IS NOT COVERED BY THE PROPERTY/
CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK
INSURANCE LAW. Securityholders will not have recourse against that fund.
------------------------
YOU SHOULD CAREFULLY REVIEW THE RISK FACTORS BEGINNING ON PAGE S-11 OF THIS
PROSPECTUS SUPPLEMENT AND PAGE 8 OF THE PROSPECTUS. The securities are auto
receivable backed securities issued by a trust. The securities are not
obligations of WFS Receivables Corporation 2, WFS Financial Inc or any of their
affiliates, nor are the securities insured by the Federal Deposit Insurance
Corporation.
------------------------
<TABLE>
<CAPTION>
PRINCIPAL INTEREST FINAL SCHEDULED PRICE TO UNDERWRITING
CLASS AMOUNT RATE DISTRIBUTION DATE PUBLIC(1) DISCOUNTS
--------------------- ---------------- ------------- ------------------ ------------------ -------------
<S> <C> <C> <C> <C> <C>
A-1 Notes............ $ % 20, 2001 % %
A-2 Notes............ $ % 20, 200 % %
A-3 Notes............ $ % 20, 200 % %
A-4 Notes............ $ % 20, 200 % %
------------ --------------- -------------
Total................ $ $ $
<CAPTION>
PROCEEDS TO
THE
CLASS SELLERS(1)(2)
--------------------- ---------------
<S> <C>
A-1 Notes............ %
A-2 Notes............ %
A-3 Notes............ %
A-4 Notes............ %
---------------
Total................ $
</TABLE>
-------------------------
(1) Plus accrued interest, if any, from , 2000.
(2) Before deducting expenses, estimated to be $ .
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Delivery of the Notes, in book-entry form only, will be made through The
Depository Trust Company against payment in immediately available funds, on or
about , 2000.
[UNDERWRITERS]
<PAGE> 58
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
IMPORTANT NOTICE ABOUT INFORMATION
PRESENTED IN THIS PROSPECTUS
SUPPLEMENT......................... S-3
WHERE TO FIND INFORMATION IN THESE
DOCUMENTS.......................... S-3
INCORPORATION BY REFERENCE........... S-3
SUMMARY OF TERMS..................... S-5
The Parties........................ S-5
Important Dates.................... S-5
The Securities..................... S-5
The Trust Property................. S-6
Redemption of Securities and
Repurchase of Contracts......... S-8
Tax Status......................... S-9
Eligibility for Purchase by Money
Market Funds.................... S-9
ERISA Considerations............... S-10
RISK FACTORS......................... S-11
The Ratings of the Notes May be
Withdrawn or Revised Which May
Have an Adverse Effect on the
Market Price of the Notes....... S-11
Losses on Contracts May be Affected
Disproportionately Because of
Geographic Concentration of
Contracts in California......... S-11
FORMATION OF THE TRUST............... S-11
General............................ S-11
Capitalization..................... S-12
The Owner Trustee.................. S-13
THE CONTRACTS POOL................... S-13
Distribution of Contracts by APR... S-15
Geographic Concentration of the
Contracts....................... S-16
WEIGHTED AVERAGE LIVES OF THE
NOTES.............................. S-17
Percentage of Initial Note Balance
at Various ABS Percentages...... S-19
DELINQUENCY AND CONTRACT LOSS
INFORMATION........................ S-20
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
USE OF PROCEEDS...................... S-21
THE NOTES............................ S-21
General............................ S-21
Payments of Interest............... S-22
Payments of Principal.............. S-22
Optional Repurchase of Contracts by
WFSRC2.......................... S-23
Optional Purchase.................. S-23
The Indenture Trustee.............. S-24
Events of Default.................. S-24
CERTAIN INFORMATION REGARDING THE
SECURITIES......................... S-25
Payments on the Contracts.......... S-25
Distributions on the Notes......... S-26
Payment Priorities of the Notes;
The Spread Account.............. S-29
Withdrawals from the Spread Account
and Under the Note Policy....... S-30
Termination........................ S-31
Prepayment Considerations.......... S-32
CAPITALIZATION OF FINANCIAL SECURITY
ASSURANCE INC...................... S-32
THE SELLER........................... S-33
WFSRC2............................. S-33
Breach of Representations and
Warranties; Defective Contract
Documentation................... S-33
WFS.................................. S-33
General............................ S-33
Business Activities................ S-34
THE BANK............................. S-34
General............................ S-34
Business Activities................ S-34
WESTCORP............................. S-35
UNDERWRITING......................... S-35
LEGAL MATTERS........................ S-36
EXPERTS.............................. S-36
INDEX OF DEFINITIONS................. S-37
</TABLE>
S-2
<PAGE> 59
IMPORTANT NOTICE ABOUT INFORMATION
PRESENTED IN THIS PROSPECTUS SUPPLEMENT
We provide information to you about the securities in two separate
documents that progressively provide more detail: (1) the accompanying
prospectus dated , 2000 (the "prospectus"), which provides general
information, some of which may not apply to your series of notes, and (2) this
prospectus supplement, which describes the specific terms of your series of
notes. This prospectus supplement does not contain complete information about
the offering of the Notes. Additional information is contained in the
prospectus. You are urged to read both this prospectus supplement and the
prospectus in full. We cannot sell the notes to you unless you have received
both this prospectus supplement and the prospectus.
You should rely on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. If the
information concerning your series of notes varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information
contained in this prospectus supplement. We have not authorized anyone to
provide you with different information. We do not claim the accuracy of the
information in this prospectus supplement as of any date other than the date
stated on the cover of this prospectus supplement.
If you purchase Notes, you will also be provided with unaudited quarterly
and annual reports concerning the automobile loan contracts which back the
Notes. These reports can also be found on WFS' website at www.wfsfinancial.com.
WHERE TO FIND INFORMATION IN THESE DOCUMENTS
We have included cross-references to captions in this prospectus supplement
and the prospectus where you can find further related discussions. We have
started with an introductory section describing the trust and terms of this
offering in abbreviated form, followed by a more complete description of the
terms of this offering.
Cross-references may be contained in the introductory section which will
direct you elsewhere in this prospectus supplement. You can also find references
to key topics in the Table of Contents on the preceding pages.
You can find a listing of the pages where capitalized terms are defined
under the caption "Index of Definitions" beginning on page S-37. To the extent
not defined herein, capitalized terms have the meanings given in the prospectus.
WFS, as Master Servicer, will provide without charge to each person,
including any beneficial owner of Notes, to whom a copy of this prospectus
supplement is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference, except the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference in such documents). Requests for such copies should be directed to
Secretary, WFS Financial Inc, 23 Pasteur, Irvine, California 92618 or by calling
(949)727-1002.
INCORPORATION BY REFERENCE
All reports and other documents filed by WFS, as Master Servicer, on behalf
of the Seller, or on behalf of the Trust, and the financial statements of
Financial Security Assurance, Inc. and Subsidiaries included in, or as exhibits
to, documents filed by Financial Security Assurance Holdings Ltd. (including
specifically the Annual Report on Form 10-K, as amended, for the year ended
S-3
<PAGE> 60
December 31, 1999 and the Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000), as filed in each case pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Act of 1934, as amended (the "Exchange Act"), and
those filed subsequent to the date of this prospectus supplement and prior to
the termination of the offering of the Notes offered hereby, shall be deemed to
be incorporated by reference into this prospectus supplement and the prospectus
and to be a part hereof from the respective dates of filing such documents. Any
statement contained herein or in a document all or a portion of which is
incorporated herein by this reference shall be deemed to be modified or
superseded for purposes of this prospectus supplement and the prospectus to the
extent that a statement contained herein or in any subsequently filed document
which is or is also deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement.
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone to provide you with different information.
We are not offering the Notes in any state where the offer of such
securities is not permitted.
We do not claim the accuracy of the information in this prospectus as of
any date other than the date stated on the cover of this prospectus supplement.
Until , 2000, all dealers that buy, sell or trade the Notes
may be required to deliver a prospectus and this prospectus supplement,
regardless of whether they are participating in the offer. This is in addition
to the obligation of dealers to deliver a prospectus and this prospectus
supplement when acting as underwriters and with respect to their unsold
allotments or subscriptions.
S-4
<PAGE> 61
SUMMARY OF TERMS
This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making your
investment decision. You will find a detailed description of the offering of
securities following this summary.
THE PARTIES:
The Issuer................. WFS Financial 2000-C Owner Trust ("Trust")
Seller..................... WFS Receivables Corporation 2 ("WFSRC2")
Master Servicer............ WFS Financial Inc ("WFS")
The Insurer................ Financial Security Assurance, Inc. ("Financial
Security")
Indenture Trustee.......... Bankers Trust Company
Owner Trustee.............. Chase Manhattan Bank USA, N.A.
IMPORTANT DATES:
Statistical Calculation
Date....................... , 2000
Cut-Off Date............... , 2000
Closing Date............... Expected to be , 2000
Distribution Dates......... Payments of interest will be made on the Notes on
each 20, 20, 20 and
20 (or, if any such day is not a Business
Day, on the next succeeding Business Day),
commencing on 20, 2000.
Final Scheduled
Distribution Dates......... If not paid earlier, the outstanding principal
balance of the Class A-1 Notes will be paid on
20, 2001 (the "Class A-1 Final Scheduled
Distribution Date"), of the Class A-2 Notes will be
paid on 20, 2000 (the "Class A-2 Final
Scheduled Distribution Date"), of the Class A-3
Notes will be paid on 20, 2000 (the
"Class A-3 Final Scheduled Distribution Date"), and
of the Class A-4 Notes will be paid on
20, 2000 (the "Class A-4 Final Scheduled
Distribution Date") (or, if any such day is not a
Business Day, on the next succeeding Business Day).
THE SECURITIES:
The Notes.................. The WFS Financial 2000-C Owner Trust Auto
Receivable Backed Notes will represent obligations
of the Trust secured by the assets of the Trust.
The Notes will be issued in four classes and will
bear fixed interest at the rates and calculated in
the manner described below under "The Notes".
The Certificates........... The Trust will issue to the Seller WFS Financial
2000-C Owner Trust Auto Receivable Backed
Certificates (the "Certificates"), which are not
being offered hereby. All payments in respect of
the Certificates issued by the Trust will be
subordinated to payments on the Notes.
S-5
<PAGE> 62
THE TERMS OF THE NOTES
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
NOTES NOTES NOTES NOTES
--------------- --------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Principal Amount..................... $ $ $ $
Interest Rate Per Annum.............. % % % %
Interest Accrual Method.............. actual/360 30/360 30/360 30/360
Distribution Dates................... * * * *
First Distribution Date.............. 20, 2000 20, 2000 20, 2000 20, 2000
Final Scheduled Distribution Date.... 20, 2001 20, 200 20, 200 20, 200
Anticipated Ratings (Moody's/
Standard & Poor's)**............... P-1/A-1+ Aaa/AAA Aaa/AAA Aaa/AAA
</TABLE>
-------------------------
* Payments of interest and principal on the Notes will be made on 20,
20, 20 and 20 of each year, or the first business day
thereafter, beginning on 20, 2000. Principal will be paid
sequentially to the earliest maturing class until paid in full.
** It is a condition to the offering of the Notes that these ratings be obtained
from Moody's Investors Services, Inc. ("Moody's") and Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc. ("Standard &
Poor's" and, together with Moody's, the "Rating Agencies"). However, a Rating
Agency in its discretion may lower or withdraw its rating in the future.
PRIORITY OF PRINCIPAL PAYMENTS
Principal of the Notes will be paid on each Distribution Date in the
following order:
to the Class A-1 Notes until the Class A-1 Notes are paid in full;
to the Class A-2 Notes until the Class A-2 Notes are paid in full;
to the Class A-3 Notes until the Class A-3 Notes are paid in full;
and
to the Class A-4 Notes until the Class A-4 Notes are paid in full.
THE TRUST PROPERTY:
General.................... The trust property will include:
- a pool of retail installment sales contracts and
a limited number of installment loans originated
by WFS, all of which are secured by new or used
automobiles or light duty trucks;
- the funds in the Spread Account; and
- an insurance policy written by Financial Security
guaranteeing all payments of principal and
interest to be made to holders of the Notes.
S-6
<PAGE> 63
THE CONTRACTS
[GRAPHIC]
- The Trust receives the right to payments due under the Contracts on and
after the Cut-Off Date. The Cut-Off Date Aggregate Schedule Balance of
the Contracts is $ .
- The Contracts are secured by first liens on the vehicles purchased under
each Contract.
- The Contracts will have an expected weighted average annual percentage
rate of approximately % and an expected weighted average remaining
maturity of approximately months.
- Approximately % of the aggregate principal amount of the Contracts
will be "Rule of 78's Contracts" and approximately % will be "Simple
Interest Contracts". See "Index of Definitions" for the definition of
"Rule of 78's Contract" and "Simple Interest Contract".
THE SPREAD ACCOUNT
The Spread Account is a segregated trust account in the name of the
Indenture Trustee that will afford you some limited protection against losses on
the Contracts. The Spread Account will be part of the Trust. It will be created
with an initial deposit by WFSRC2 of $ . On any Distribution Date,
the funds that are available from the Spread Account will be distributed to you
to cover any shortfalls in interest and principal required to be paid on the
Notes. The funds in the Spread Account will be supplemented on each Distribution
Date by any funds in the collection account remaining after making all of the
payments necessary on that Distribution Date. The funds in the Spread Account
will be supplemented until they are at least equal to % or % of the
sum of the remaining principal balance of the Simple Interest Contracts and the
present value of the remaining scheduled payments of the monthly principal and
interest due on the Rule of 78's Contracts. The rate to be applied will depend
upon loss and delinquency triggers.
S-7
<PAGE> 64
If on the last day of any month or on any Distribution Date the amount on
deposit in the Spread Account is greater than the amount required to be in that
account on that date, the excess cash will be distributed first to Financial
Security, to the extent of any Unreimbursed Insurer Amounts due to it, then to
WFSRC2 until WFSRC2 has received an amount equal to the Spread Account Initial
Deposit then to the Master Servicer until the Additional Servicing Fee due the
Master Servicer, including any accrued but unpaid Additional Servicing Fee has
been paid in full and then to the Seller (or such other holders of the
Certificates). You will have no further rights to any such excess cash.
THE NOTE POLICY
On the Closing Date, Financial Security will issue a financial guaranty
insurance policy for the benefit of the Holders of the Notes (the "Note
Policy"). Under the Note Policy, Financial Security will unconditionally and
irrevocably guarantee the payments of interest and principal due on the Notes
during the term of the Note Policy.
If, based upon a report due to the Indenture Trustee five days prior to a
Distribution Date, it appears that insufficient funds will be available to pay
to the Holders of the Notes on that Distribution Date the full amount of the
payment which will then be due to them, that shortfall will be paid first by
drawing upon funds in the Spread Account and thereafter by a claim upon the Note
Policy. To the extent any claim is made upon the Note Policy, it is anticipated
that the amount of that claim will be distributed on that Distribution Date or
immediately thereafter.
REDEMPTION OF SECURITIES AND REPURCHASE OF CONTRACTS:
OPTIONAL REPURCHASE OF CONTRACTS BY WFSRC2
WFSRC2 may repurchase all of the Contracts it has transferred to the Trust
on any Distribution Date prior to which it has given notice that it is
exercising its right of repurchase, so long as the aggregate principal balance
of the Simple Interest Contracts it has transferred to the Trust plus the
aggregate of the present value of the remaining monthly principal and interest
due on the Rule of 78's Contracts it has transferred to the Trust is equal to or
less than $ (an "Optional Repurchase"). If WFSRC2 exercises its
Optional Repurchase right, WFSRC2 will pay the Trust a price equal to the unpaid
principal amount of all classes of Notes outstanding plus the accrued interest
on each of those classes of Notes, and the Repurchase Premium, which is an
amount equal to a fraction of the Schedule Balances of the Contracts being
repurchased. See "The Notes -- Optional Repurchase of Contracts by
WFSRC2 -- Calculation of Repurchase Premium".
PREPAYMENT FOLLOWING OPTIONAL REPURCHASE BY WFSRC2
If WFSRC2 exercises its Optional Repurchase right as described above:
- the amount received upon repurchase equal to the unpaid principal amount
of all classes of Notes outstanding plus the accrued interest on each of
those classes of Notes will be treated as Collections and distributed to
the Holders of the Notes in addition to the distributions to which the
Holders would then otherwise be entitled to receive,
- the amount received by the Trust as the Repurchase Premium will be
distributed on the related Distribution Date, pro rata, to the Holders of
the Notes following all other payments made on the Distribution Date on
which the distribution occurs other than the amount paid equal to the
Scheduled Balances of the repurchased Contracts, and
S-8
<PAGE> 65
- the repurchased Contracts will be transferred back to WFSRC2 on that
Distribution Date and will no longer be assets of the Trust.
OPTIONAL PURCHASE
At any Distribution Date at which the aggregate principal balance of the
Simple Interest Contracts plus the aggregate of the present value of the
remaining monthly principal and interest payments due on the Rule of 78's
Contracts transferred to the Trust is equal to or less than $ , WFSRC2
may purchase all of the Contracts then outstanding that it has transferred to
the Trust (an "Optional Purchase").
OPTIONAL REDEMPTION
If WFSRC2 purchases all of the Contracts of the Trust pursuant to an
Optional Repurchase or an Optional Purchase as discussed above:
- each class of outstanding Notes will be redeemed in whole at a price
equal to the unpaid principal amount of that class of Notes plus the
accrued interest at that class of Notes' interest rate, and
- in the case of an Optional Repurchase, the Repurchase Premium will be
distributed to the Holders of Notes entitled to participate therein, and
- the Trust will be terminated.
MANDATORY REDEMPTION
The Notes may be accelerated if an Event of Default has occurred and is
continuing under the Indenture. If an Insurer Default has occurred and is
continuing and an Event of Default has occurred and is continuing, the Indenture
Trustee may be permitted to accelerate the Notes. If an Event of Default has
occurred and is continuing but no Insurer Default has occurred and is
continuing, Financial Security will have the right (in addition to its
obligation to make Scheduled Payments on the Notes in accordance with the terms
of the Note Policy), but not the obligation, to elect to accelerate the Notes.
If the Notes are accelerated, the Master Servicer or the Indenture Trustee will
sell or otherwise liquidate the property of the Trust and deliver the proceeds
to the Indenture Trustee for distribution in accordance with the terms of the
Indenture.
TAX STATUS:
In the opinion of Mitchell, Silberberg & Knupp LLP, special counsel for
federal income and California income tax purposes, as discussed in further
detail in the prospectus:
- the Notes will be characterized as debt; and
- the Trust will not be characterized as an association or a publicly
traded partnership taxable as a corporation.
If you purchase a Note, you agree to treat it as debt for tax purposes.
ELIGIBILITY FOR PURCHASE BY MONEY MARKET FUNDS:
The Class A-1 Notes will be structured to be eligible securities for
purchase by money market funds under Rule 2a-7 under the Investment Company Act
of 1940, as amended. A money market
S-9
<PAGE> 66
fund should consult its legal advisers regarding the eligibility of the Class
A-1 Notes under Rule 2a-7 and whether an investment in such notes satisfies the
fund's investment policies and objectives.
ERISA CONSIDERATIONS:
The Notes are generally eligible for purchase by employee benefit plans
that are subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code. However, administrators of
employee benefit plans should review the matters discussed under "ERISA
Considerations" in the prospectus and also should consult with their legal
advisors before purchasing Notes.
S-10
<PAGE> 67
RISK FACTORS
In addition to the risk factors beginning on page 8 of the prospectus, you
should also consider the following risk factors in deciding whether to purchase
any of the Notes.
THE RATINGS OF THE NOTES MAY BE WITHDRAWN OR REVISED WHICH MAY HAVE AN ADVERSE
EFFECT ON THE MARKET PRICE OF THE NOTES
It is a condition of issuance that the Notes be rated as follows:
<TABLE>
<CAPTION>
MOODY'S STANDARD & POOR'S
------- -----------------
<S> <C> <C>
Class A-1 Notes...................................... P-1 A-1+
Class A-2, Class A-3 and Class A-4 Notes............. Aaa AAA
</TABLE>
The rating by Standard & Poor's of the Class A-1 Notes will be issued
without regard to the benefit afforded by the Note Policy. The ratings by
Standard & Poor's of all classes of Notes other than Class A-1 Notes as well as
the ratings by Moody's of the Class A Notes will be based on the issuance of the
Note Policy by Financial Security. In addition, the ratings by the Rating
Agencies of the Notes do not address whether WFSRC2 will exercise its Optional
Repurchase right and upon such exercise whether the Repurchase Premium will be
paid.
The Rating Agencies can revise or withdraw their ratings at any time if
they feel the circumstances which lead to the existing ratings have changed
(including, except with respect to Standard & Poor's rating of the Class A-1
Notes, as a result of any change in the claims-paying ability of Financial
Security). A revision or withdrawal of the existing rating may have an adverse
effect on the market price of the related Notes.
A security rating is not a recommendation to buy, sell or hold the Notes.
The ratings are an assessment by the Rating Agencies of the likelihood that a
class of Notes will be paid in full by the related Final Scheduled Distribution
Date. The ratings do not consider to what extent the Class A Notes will be
subject to prepayment.
LOSSES ON CONTRACTS MAY BE AFFECTED DISPROPORTIONATELY BECAUSE OF GEOGRAPHIC
CONCENTRATION OF CONTRACTS IN CALIFORNIA
As of , 2000, WFS' records indicate that % of the
aggregate principal balance of the Contracts will be from Contracts originating
in California. No other state accounted for more than % of the aggregate
principal balance of the Contracts. Therefore, economic conditions or other
factors affecting California in particular could adversely affect the losses on
the Contracts.
FORMATION OF THE TRUST
GENERAL
The following information regarding the Trust supplements the information
in the prospectus under "Formation of the Trust".
The Trust will be a business trust formed for the transaction described in
this prospectus supplement and the prospectus under the laws of the State of
Delaware pursuant to a trust agreement which will be amended and restated as of
the date of initial issuance of the Notes (the "Closing Date") (the "Trust
Agreement").
S-11
<PAGE> 68
On or before the Closing Date, WFS will sell and assign the Contracts, each
of which is an installment sales contract or installment loan secured by a new
or used automobile or light duty truck (the "Financed Vehicle"), to WFSRC2.
WFSRC2 will transfer and assign the Contracts directly to the Trust on the
Closing Date. The Trust will be established by the transfer and assignment of
Contracts by WFSRC2 to the Trust on the Closing Date. Certificates representing
WFSRC2's beneficial interest in the Trust will be issued by the Trust to WFSRC2
as additional consideration for the Contracts. Although the transfer of
Contracts by WFSRC2 to the Trust will be treated as a financing rather than as a
sale of those Contracts for accounting purposes (the Indenture Trustee, acting
on behalf of the Noteholders, will have a first priority perfected security
interest in these Contracts), WFSRC2 is referred to as the "Seller". WFS will
act as Master Servicer of the Contracts and will receive compensation and fees
for those services. See "The Master Servicer -- Servicing Compensation" in the
prospectus. WFS, as Master Servicer, may retain physical possession of the
original executed Contracts, and certain other documents or instruments relating
to the Contracts, as custodian for the Owner Trustee pursuant to the Sale and
Servicing Agreement, or may employ one or more Subservicers as custodians.
In order to protect the Trust's ownership and security interests in the
Contracts, the Trust's interests in the Contracts will be perfected by WFSRC2
filing UCC-1 financing statements in the States of California and Nevada to give
notice of the Trust's ownership of and security interests in the Contracts.
Under the Sale and Servicing Agreement and the Indenture, WFS will be obligated
to take all necessary steps to preserve and protect the interests of the
Trustees in the Contracts. Neither the Indenture Trustee nor the Owner Trustee
will be responsible for the legality, validity or enforceability of any security
interest in respect of any Contract. WFS will not physically segregate the
Contracts from other retail installment sales contracts and installment loans
owned or serviced by it and will not stamp the Contracts with notice of the sale
to WFAL or by the Seller to the Trust. See "Certain Legal Aspects of the
Contracts" in the prospectus.
Simultaneously with the issuance of the Notes, Financial Security will
issue the Note Policy to the Indenture Trustee for the benefit of the Holders of
the Notes. Under the Note Policy, Financial Security will unconditionally and
irrevocably guarantee to the Holders of the Notes full and complete payment of
the Scheduled Payments for each Distribution Date, but not payment upon a
default of WFSRC2 upon exercise of its Optional Repurchase right. Financial
Security will have a lien on the Contracts and other documents relating to the
Contracts subordinate to the interest of the Holders of the Notes, which lien
cannot be executed upon until all required payments under the Note Policy have
been made. See "The Note Policy" in the prospectus.
The Trust's principal offices will be in Wilmington, Delaware, in care of
Chase Manhattan Bank USA, N.A, as Owner Trustee, at 1201 Market Street,
Wilmington, Delaware 19801.
CAPITALIZATION
The following table illustrates the capitalization of the Trust as of the
Cut-Off Date, as if the issuance and sale of the Notes had taken place on that
date:
<TABLE>
<S> <C>
Class A-1 Notes.......................................... $
Class A-2 Notes..........................................
Class A-3 Notes..........................................
Class A-4 Notes..........................................
--------------
Total.................................................. $
==============
</TABLE>
S-12
<PAGE> 69
THE OWNER TRUSTEE
Chase Manhattan Bank USA, N.A. will be the Owner Trustee under the Trust
Agreement. Chase Manhattan Bank USA, N.A. is a Delaware corporation and its
Corporate Trust Office is located at 1201 Market Street, Wilmington, Delaware
19801.
The Owner Trustee will have the rights and duties set forth in the
prospectus under "Certain Information Regarding the Securities -- The Trustees"
and "-- Duties of the Trustees".
THE CONTRACTS POOL
Each Contract is a retail installment sales contract secured by a Financed
Vehicle originated by a new or used car dealer located in California or one of
the other states listed below or an installment loan secured by a Financed
Vehicle. Most of the Contracts were purchased by WFS from dealers; however,
Contracts representing no more than 4% of the Cut-Off Date Aggregate Scheduled
Balance are installment loans originated by WFS directly to consumers or by
other independent auto finance companies which loans were then sold to WFS.
Except as otherwise noted, all references in this prospectus supplement to
contracts include installment loans.
WFS will select the Contracts from its portfolio of fixed-interest rate
contracts. The Contracts were underwritten and purchased or originated by WFS in
the ordinary course of its business operations.
<TABLE>
<CAPTION>
CONTRACTS
IN THE TRUST(1)
-----------------
<S> <C>
Outstanding Principal Balance............................... $
Minimum................................................... $
Maximum................................................... $
Average................................................... $
Number of Contracts.........................................
Percentage of New Vehicles................................ %
Percentage of Used Vehicles............................... %
Financed Vehicles
Percentage of Automobiles................................. %
Percentage of Light Duty Trucks........................... %
Percentage of Rule of 78's Contracts........................ %
Percentage of Simple Interest Contracts..................... %
Annual Percentage Rate ("APR")
Minimum................................................... %
Maximum................................................... %
Weighted Average.......................................... %
Remaining Maturities
Minimum................................................... Months
Maximum................................................... Months
Weighted Average.......................................... Months
Original Maturities
Minimum................................................... Months
Maximum................................................... Months
Weighted Average.......................................... Months
Percent over 60 Months.................................... %
</TABLE>
-------------------------
(1) Information as of , 2000. While the characteristics of the
Contracts included in the Contracts Pool at the Closing Date may differ
somewhat from the information disclosed above, we anticipate that the
variations will not be significant.
S-13
<PAGE> 70
Each of the Contracts is fully amortizing and provides for level payments
over its term, with the portions of principal and interest of each such level
payment being determined on the basis of the Rule of 78's or the simple interest
(actual number of days) method. The amortization of the Rule of 78's Contracts
will result in the outstanding principal balance on each of those Contracts
being in excess of the Scheduled Balance of that Contract. For purposes of the
Trust, all Rule of 78's Contracts are amortized on an actuarial basis to prevent
shortfalls of principal payments on the Notes. As amortization on an actuarial
basis produces a faster amortization than does application of the Rule of 78's,
there will not be a shortfall of principal in any event, including as a result
of prepayments or timely payment to maturity of a Rule of 78's Contract.
The information concerning the Contracts presented in this prospectus
supplement is based upon a pool of retail installment sales contracts and
installment loans originated through , 2000.
S-14
<PAGE> 71
DISTRIBUTION OF CONTRACTS BY APR(1)
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
CONTRACT APR CONTRACTS BALANCE BALANCES(2)
------------ --------- ----------------- -------------
<S> <C> <C> <C>
5.000% to 5.999%............................ $ %
6.000% to 6.999%............................
7.000% to 7.999%............................
8.000% to 8.999%............................
9.000% to 9.999%............................
10.000% to 10.999%..........................
11.000% to 11.999%..........................
12.000% to 12.999%..........................
13.000% to 13.999%..........................
14.000% to 14.999%..........................
15.000% to 15.999%..........................
16.000% to 16.999%..........................
17.000% to 17.999%..........................
18.000% to 18.999%..........................
19.000% to 19.999%..........................
20.000% to 20.999%..........................
21.000% to 21.999%..........................
22.000% to 22.999%..........................
23.000% to 23.999%..........................
24.000% to 24.999%..........................
25.000% and over............................
------ ----------------- ------
Total..................................... $ %
</TABLE>
-------------------------
(1) Information as of , 2000. While the characteristics of the
Contracts included in the Contracts Pool at the Closing date may differ
somewhat from the information disclosed above, we anticipate that the
variations will not be significant.
(2) Percentages may not add to 100.00% due to rounding.
(3) Less than 0.01%.
S-15
<PAGE> 72
GEOGRAPHIC CONCENTRATION OF THE CONTRACTS(1)
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF
NUMBER OF PRINCIPAL AGGREGATE PRINCIPAL
STATE(2) CONTRACTS BALANCE BALANCES(3)
-------- --------- ----------------- -------------------
<S> <C> <C> <C>
California........................ $ %
Arizona...........................
Washington........................
Texas.............................
Florida...........................
Oregon............................
Ohio..............................
Colorado..........................
Nevada............................
North Carolina....................
Virginia..........................
South Carolina....................
Illinois..........................
Utah..............................
Tennessee.........................
Missouri..........................
Georgia...........................
Alabama...........................
Idaho.............................
Michigan..........................
Pennsylvania......................
Maryland..........................
Kentucky..........................
New Jersey........................
Wisconsin.........................
Indiana...........................
Massachusetts.....................
Kansas............................
Delaware..........................
Mississippi.......................
Connecticut.......................
Oklahoma..........................
West Virginia.....................
New Mexico........................
Iowa..............................
Wyoming...........................
New Hampshire.....................
Rhode Island......................
Minnesota.........................
Nebraska..........................
Hawaii............................
Maine.............................
New York..........................
------ ----------------- ------
Total............................. $ %
</TABLE>
-------------------------
(1) Information as of , 2000. While the characteristics of the
Contracts included in the Contracts Pool at the Closing Date may differ
somewhat from the information disclosed above, we anticipate that the
variations will not be significant.
(2) Based upon the state in which the new or used car dealer which
originated a Contract is located, or in the case of an installment
loan, the state in which the office of the lender which originated the
loan is located.
(3) Percentage may not add to 100.00% due to rounding.
S-16
<PAGE> 73
WEIGHTED AVERAGE LIVES OF THE NOTES
Prepayments on contracts can be measured relative to a payment standard or
model. The model used in this prospectus supplement, the Absolute Prepayment
Model ("ABS"), represents an assumed rate of prepayment each month relative to
the original number of contracts in a pool of contracts. ABS further assumes
that all the contracts in question are the same size and amortize at the same
rate and that each contract in each month of its life will either be paid as
scheduled or be paid in full. For example, in a pool of contracts originally
containing 10,000 contracts, a 1% ABS rate means that 100 contracts 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
contracts, including the Contracts.
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
Contracts, final payment of any class of Notes could occur significantly earlier
than its Final Scheduled Distribution Date. Reinvestment risk associated with
early payment of the Notes of any class will be borne exclusively by the holders
of those Notes.
The table captioned "Percentage of Initial Note Balance at Various ABS
Percentages" (the "ABS Table") has been prepared on the basis of the
characteristics of the Contracts described under "The Contracts Pool". The ABS
Table assumes that:
- the Contracts prepay in full at the specified constant percentage of ABS
monthly, with no defaults, losses or repurchases,
- the monthly principal and interest payment on each Contract is scheduled
to be made and is made on the last day of each month and each month has
30 days,
- payments are made on the Class A Notes on each Distribution Date (and
each such date is assumed to be the twentieth day of each applicable
month),
- WFSRC2 does not exercise its Optional Repurchase right, and
- WFSRC2 exercise their Optional Purchase on the earliest Distribution Date
on which such option may be exercised.
The ABS Table indicates the projected weighted average life of each class
of Notes and sets forth the percentage of the initial principal amount of each
class of Notes that is projected to be outstanding after each of the
Distribution Dates shown at various constant ABS percentages.
The ABS Table also assumes that the Contracts have been aggregated into
hypothetical pools with all of the Contracts within each such pool having the
following characteristics and that the level scheduled payment for each of the
pools (which is based on the Aggregate Scheduled Balance, APR,
S-17
<PAGE> 74
original term to maturity and remaining term to maturity as of the assumed
Cut-Off Date) will be such that each pool will be fully amortized by the end of
its remaining term to maturity.
<TABLE>
<CAPTION>
REMAINING ORIGINAL
AGGREGATE TERM TERM
PRINCIPAL TO MATURITY TO MATURITY
SUBPOOLS BALANCE APR (IN MONTHS) (IN MONTHS)
-------- ----------------- ------ ----------- -----------
<S> <C> <C> <C> <C>
1..................................... $
2.....................................
3.....................................
4.....................................
5.....................................
6.....................................
7.....................................
8.....................................
9.....................................
10.....................................
11.....................................
12.....................................
13.....................................
14.....................................
15.....................................
-----------------
Total................................. $
</TABLE>
The actual characteristics and performance of the Contracts will differ
from the assumptions used in preparing 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 Contracts will prepay at a constant ABS
rate until maturity or that all of the Contracts will prepay at the same ABS
rate. Moreover, the diverse terms of Contracts within each of the hypothetical
pools 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 Contracts are as assumed. Any
difference between those assumptions and the actual characteristics and
performance of the Contracts, or actual prepayment experience, will affect the
percentages of initial amounts outstanding over time and the weighted average
lives of each class of Notes.
S-18
<PAGE> 75
PERCENTAGE OF INITIAL NOTE BALANCE AT VARIOUS ABS PERCENTAGES
<TABLE>
<CAPTION>
CLASS A-1 NOTES CLASS A-2 NOTES CLASS A-3 NOTES
------------------------- ------------------------- -------------------------
DISTRIBUTION DATE 0.0% 1.0% 1.8% 2.5% 0.0% 1.0% 1.8% 2.5% 0.0% 1.0% 1.8% 2.5%
----------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Initial................
/20/00................
/20/00................
/20/01................
/20/01................
/20/01................
/20/01................
/20/02................
/20/02................
/20/02................
/20/02................
/20/03................
/20/03................
/20/03................
/20/03................
/20/04................
/20/04................
/20/04................
/20/04................
/20/05................
/20/05................
WEIGHTED AVERAGE LIFE
(YEARS)(1)(2).........
<CAPTION>
CLASS A-4 NOTES
-------------------------
DISTRIBUTION DATE 0.0% 1.0% 1.8% 2.5%
----------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Initial................
/20/00................
/20/00................
/20/01................
/20/01................
/20/01................
/20/01................
/20/02................
/20/02................
/20/02................
/20/02................
/20/03................
/20/03................
/20/03................
/20/03................
/20/04................
/20/04................
/20/04................
/20/04................
/20/05................
/20/05................
WEIGHTED AVERAGE LIFE
(YEARS)(1)(2).........
</TABLE>
-------------------------
(1) The weighted average life of a Note is determined by (x) multiplying the
amount of each principal payment on a Note by the number of periods (months)
from the date of issuance of the Note to the related Distribution Date, (y)
adding the results and (z) dividing the sum by the original principal amount
of the Class A Note.
(2) This calculation assumes that WFSRC2 does not exercise its Optional
Repurchase right and that the Sellers exercise their Optional Purchase
right.
This Table has been prepared based on the assumptions described on Page
S-17 and S-18 (including the assumptions regarding the characteristics and
performance of the Contracts, which will differ from the actual characteristics
and performance thereof) and should be read in conjunction therewith.
S-19
<PAGE> 76
DELINQUENCY AND CONTRACT LOSS INFORMATION
The following tables set forth (i) the delinquency experience in regard to
contracts originated and serviced by WFS and its affiliates, including contracts
subsequently securitized as of December 31, 1995 through 1999 and as of March
31, 2000 and (ii) the loss experience for such contracts originated and serviced
by WFS and its affiliates, including contracts subsequently securitized for the
years ended December 31, 1995 through 1999 and for the three month period ending
March 31, 2000. There is no assurance that the future delinquency and loss
experience of the Contracts will be similar to that set forth below. WFS defines
delinquency as being past due based on the contractual due date of the
underlying contract.
CONTRACT DELINQUENCY EXPERIENCE(1)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
---------------------- ------------------------------------------------------------------------
2000 1999 1998 1997
---------------------- ---------------------- ---------------------- ----------------------
NUMBER NUMBER NUMBER NUMBER
OF AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT
CONTRACTS (2) CONTRACTS (2) CONTRACTS (2) CONTRACTS (2)
--------- ---------- --------- ---------- --------- ---------- --------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Contracts serviced....... 543,660 $5,664,144 524,709 $5,354,385 464,257 $4,367,099 408,958 $3,680,817
======= ========== ======= ========== ======= ========== ======= ==========
Period of delinquency(3)
31 - 59 days............ 8,132 $ 70,562 12,868 $ 107,416 13,885 $ 112,208 6,605 $ 54,450
60 - 89 days............ 2,345 20,223 3,511 29,738 3,966 32,100 2,161 18,652
90 days or more......... 1,182 10,326 1,711 14,872 1,768 14,441 918 7,762
------- ---------- ------- ---------- ------- ---------- ------- ----------
Total contracts and
amount
delinquent........ 11,659 $ 101,111 18,090 $ 152,026 19,619 $ 158,749 9,684 $ 80,864
======= ========== ======= ========== ======= ========== ======= ==========
Delinquencies as a
percentage of number and
amount of contracts
outstanding............. 2.14% 1.79% 3.45% 2.84% 4.23% 3.64% 2.37% 2.20%
======= ========== ======= ========== ======= ========== ======= ==========
<CAPTION>
DECEMBER 31,
-----------------------------------------------
1996 1995
---------------------- ----------------------
NUMBER NUMBER
OF AMOUNT OF AMOUNT
CONTRACTS (2) CONTRACTS (2)
--------- ---------- --------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Contracts serviced....... 341,486 $3,046,585 258,665 $2,209,594
======= ========== ======= ==========
Period of delinquency(3)
31 - 59 days............ 4,511 $ 38,173 2,180 $ 18,557
60 - 89 days............ 1,305 11,470 690 6,143
90 days or more......... 567 5,144 308 2,701
------- ---------- ------- ----------
Total contracts and
amount
delinquent........ 6,383 $ 54,787 3,178 $ 27,401
======= ========== ======= ==========
Delinquencies as a
percentage of number and
amount of contracts
outstanding............. 1.87% 1.80% 1.23% 1.24%
======= ========== ======= ==========
</TABLE>
-------------------------
(1) Includes delinquency information relating to those contracts that are owned
by WFS and contracts that were sold to a grantor or owner trust but which
are serviced by WFS.
(2) This amount is net of unearned add-on interest.
(3) The period of delinquency is based on the number of days payments are
contractually past due.
CONTRACT LOSS EXPERIENCE(1)
<TABLE>
<CAPTION>
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
---------- --------------------------------------------------------------
2000 1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Contracts serviced
At end of period(2)................................ $5,664,199 $5,354,385 $4,367,099 $3,680,817 $3,046,585 $2,209,594
========== ========== ========== ========== ========== ==========
Average during period(2)........................... $5,476,007 $4,839,514 $4,006,185 $3,383,570 $2,627,622 $1,886,359
========== ========== ========== ========== ========== ==========
Gross charge offs of contracts during period....... $ 40,952 $ 150,518 $ 173,422 $ 136,773 $ 86,464 $ 48,999
Recoveries of contracts charged off in current and
prior periods.................................... 13,484 47,581 36,230 34,634 25,946 18,715
---------- ---------- ---------- ---------- ---------- ----------
Net charge offs.................................... $ 27,468 $ 102,937 $ 137,192 $ 102,139 $ 60,518 $ 30,284
========== ========== ========== ========== ========== ==========
Net charge offs as a percentage of contracts
outstanding during period........................ 2.01% 2.13% 3.42% 3.02% 2.30% 1.61%
</TABLE>
-------------------------
(1) Includes loss information for contracts that are owned by WFS and contracts
that were sold to a grantor or owner trust but which are serviced by WFS. It
is the policy of WFS to charge-off all contracts when they become 120 days
delinquent, whether such contract is owned by WFS or serviced by WFS for
others. WFS believes that its charge-off policy is consistent with that
customarily used in the automobile finance industry.
(2) This amount is net of unearned add-on interest.
Net charge-offs as a percentage of contracts outstanding for contracts
originated or purchased and serviced by WFS decreased in the first quarter of
2000 to 2.01%, following a decrease in 1999 to 2.13%, a 37.7% decrease from the
3.42% experienced in 1998 following a 13.25% increase over the
S-20
<PAGE> 77
3.02% net charge-off level experienced in 1997. Delinquencies, as a percentage
of amount of contracts outstanding increased from 2.20% at year end 1997 to
3.64% at year end 1998 and decreased to 2.84% in 1999, an increase of 65.5% and
decrease of 22.0%, respectively. Delinquencies, as a percentage of amount of
contracts outstanding decreased further during the first quarter of 2000 to
1.79%, a decrease of 37.0% from year end 1999. The decrease in loss and
delinquency experience in the first quarter of 2000 and in 1999 resulted from an
increase in the origination of contracts originally underwritten as prime
contracts and completion of WFS' restructuring efforts. Loss and delinquency
experience during 1998 and 1997 for contracts originated and serviced by WFS was
impacted by a variety of factors including an increase in the percentage of the
outstanding contracts which were originally underwritten in 1997 and 1998 as
non-prime contracts, an increase in the number of personal bankruptcy filings
and general economic conditions. Loss and delinquency experience in 1998 was
also impacted by a disruption of collection efforts arising from WFS'
restructuring of its offices throughout the United States and the continued
transitory effect of moving post-repossession collection efforts to recently
created centralized asset recovery and vehicle recovery centers. As the
characteristics of the Contracts may be different than that of the entire
portfolio of contracts originated and serviced by WFS, no assurances can be
given that the performance of the Contracts will be similar.
USE OF PROCEEDS
WFSRC2 will apply the net proceeds from the sale of the Notes (i.e., the
proceeds of the public offering of the Notes minus expenses relating thereto) to
the purchase of the Contracts from WFS.
THE NOTES
GENERAL
The Notes will be issued pursuant to an indenture between the Trust and the
Indenture Trustee to be dated as of 1, 2000 (the "Indenture"), a form
of which has been filed as an exhibit to the Registration Statement. You can
obtain a copy of the Indenture (without exhibits) by writing to the Indenture
Trustee at its corporate trust office. The following summary and the information
contained under "Certain Information Regarding the Securities" describes the
material terms of the Indenture and the Notes. You should, however, review the
provisions of the Notes and the Indenture along with the following summary in
order to have more complete information. Where particular provisions or terms
used in the Notes or the Indenture are referred to, the actual provisions of
such documents (including definitions of terms) are incorporated by reference as
part of such summaries.
Distributions of interest and principal on the Notes will be made on
20, 20, 20 and 20 of each year (or, if
any such day is not a Business Day, on the next succeeding Business Day) (each,
a "Distribution Date"), commencing 20, 2000. Payments on the Notes on
each Distribution Date will be paid to the holders of record of the related
Notes on the Business Day immediately preceding such Distribution Date or, in
the event that Definitive Notes are issued, as of the 15th day of the month
immediately preceding the month in which such Distribution Date occurs (each, a
"Record Date").
A "Business Day" will be any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York, Wilmington, Delaware or Los
Angeles, California are authorized or obligated by law, executive order or
government decree to be closed.
S-21
<PAGE> 78
PAYMENTS OF INTEREST
Interest on each class of Notes will accrue at the interest rate applicable
to that class from each Distribution Date to the day preceding the next
Distribution Date (or from the Closing Date with respect to the first
Distribution Date). Interest on the Class A-1 Notes will be calculated on a
daily basis, based upon the actual days elapsed in an Interest Period and a
360-day year. Interest on the Class A-2, Class A-3 and Class A-4 Notes will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Interest accrued but not paid on any Distribution Date will be due on the
immediately succeeding Distribution Date, together with, to the extent permitted
by applicable law, interest on that unpaid interest at the related Interest Rate
set forth under "Summary of Terms -- The Securities -- The Terms of the Notes".
An "Interest Period" with respect to any Distribution Date will be the period
from and including the most recent Distribution Date on which interest has been
paid (or from the Closing Date with respect to the first Distribution Date) to
but excluding the current Distribution Date. Interest payments on the Notes will
be made from Net Collections after all accrued and unpaid Trustees' fees and
other administrative fees of the Trust and payment of all applicable servicing
compensation to the Master Servicer (collectively, "Trust Fees and Expenses")
have been paid. See "Certain Information Regarding the
Securities -- Distributions on the Notes -- Deposits to the Distribution
Accounts; Priority of Payments".
PAYMENTS OF PRINCIPAL
Principal payments will be made to the Holders of the Notes, to the extent
described below, on each Distribution Date in an amount equal to the related
Principal Distributable Amount, in each case calculated as described under
"Certain Information Regarding the Securities -- Distributions on the
Notes -- Deposits to the Distribution Accounts; Priority of Payments." Principal
payments on the Notes will be made from Net Collections after all Trust Fees and
Expenses have been paid, and after the Note Interest Distributable Amount has
been distributed. See "Certain Information Regarding the
Securities -- Distributions on the Securities -- Deposits to the Distribution
Accounts; Priority of Payments".
We will make principal payments on the Notes on each Distribution Date from
the Note Distribution Account in the following order:
(1) to the Class A-1 Notes until the principal amount of the Class A-1
Notes has been reduced to zero;
(2) to the Class A-2 Notes until the principal amount of the Class A-2
Notes has been reduced to zero;
(3) to the Class A-3 Notes until the principal amount of the Class A-3
Notes has been reduced to zero; and
(4) to the Class A-4 Notes until the principal amount of the Class A-4
Notes has been reduced to zero.
To the extent not previously paid prior to such dates, the outstanding
principal amount of each class of Notes will be paid on the related Final
Scheduled Distribution Date set forth under "Summary of Terms -- The
Securities -- The Terms of the Notes". The Final Scheduled Distribution Date for
a class of Notes represents the last day on which the outstanding principal
amount of the related Notes will be paid. In no event may the principal paid in
respect of a class of Notes exceed the unpaid principal balance of that class of
Notes. See "Certain Information Regarding the Securities -- Distributions on the
Notes -- Deposits to the Distribution Accounts; Priority of Payments".
S-22
<PAGE> 79
The actual date on which the outstanding principal amount of any class of
Notes is paid may be earlier than its Final Scheduled Distribution Date based on
a variety of factors, including the factors described under "Certain Information
Regarding the Securities -- Prepayment Considerations", "Certain Legal Aspects
of the Contracts -- Repurchase Obligation" in the prospectus and "The
Sellers -- Breach of Representations and Warranties; Defective Contract
Documentation".
All payments in respect of the Certificates will be subordinated to
payments on the Notes. Payments on the Certificates will only be made from funds
released from the Spread Account. See "Certain Information Regarding the
Securities-Withdrawals from the Spread Account and Under the Note Policy".
OPTIONAL REPURCHASE OF CONTRACTS
If WFSRC2 exercises its Optional Repurchase right, it will give not less
than 15 days' notice to the Trustee and will affect the repurchase at the next
following Distribution Date. The repurchase price payable by WFSRC2 will be
equal to the unpaid principal amount of all classes of Notes outstanding plus
the accrued interest on each of those classes of Note (the "Base Price"), and
the Repurchase Premium described in the next paragraph.
Calculation of Repurchase Premium. The "Repurchase Premium" payable by
WFSRC2 in connection with an exercise of the Optional Repurchase will be a
fraction of the Base Price:
<TABLE>
<CAPTION>
IF THE BASE PRICE IS: THE REPURCHASE PREMIUM IS:
----------------------------------------------------- ---------------------------
<S> <C>
$ or less, but more than $ , 2% of the Base Price
equal to or less than $ , but more than 1% of the Base Price
$ ,
equal to or less than $ zero
</TABLE>
The Base Price and any accrued but unpaid interest due on the repurchased
Contracts will be treated as Collections and distributed to the Holders of the
Notes in the order of priority specified above under "-- Payments of Interest"
and "-- Payments of Principal" in addition to the distributions to which the
Noteholders would then otherwise be entitled to receive.
In addition to any distribution which those Holders are otherwise then
entitled to receive, the Repurchase Premium will be distributed on a pro rata
basis to the Holders of the Notes after giving effect to distributions on that
Distribution Date other than of the Base Price, to the Holders of record as of
the related Record Date for the Distribution Date on which WFSRC2 is
repurchasing the balance of the Contracts sold by it to the Trust. The
repurchased Contracts will be transferred back to WFSRC2. It is anticipated that
upon payment of the Base Price and Repurchase Premium that all classes of the
Notes will be paid in full and the Trust will be terminated.
OPTIONAL PURCHASE
Each class of outstanding Notes will be subject to redemption in whole, but
not in part, on any Distribution Date following the last day of a Due Period as
of which an Optional Purchase occurs. An Optional Purchase may occur at any
Distribution Date at which the aggregate principal balance of the Simple
Interest Contracts plus the aggregate of the present value of the remaining
monthly principal and interest payments due on the Rule of 78's Contracts
transferred to the Trust by WFSRC2 is equal to or less than $ . The
redemption price for each class of notes will equal the unpaid principal amount
of that class plus accrued interest on that amount at the applicable Interest
Rate for the related Interest Period. Upon payment of the redemption price the
Trust will be terminated.
S-23
<PAGE> 80
THE INDENTURE TRUSTEE
Bankers Trust Company will be the Indenture Trustee. The Indenture Trustee
is a New York corporation and its Corporate Trust Office is located at Four
Albany Street, New York, New York 10006.
The Indenture Trustee will have the rights and duties set forth in the
prospectus under "Certain Information Regarding the Securities -- The Trustees"
and "-- Duties of the Trustees".
EVENTS OF DEFAULT
Upon the occurrence of an Event of Default under the Indenture (as
described under "The Notes -- Events of Default" in the prospectus):
(1) If an Insurer Default has not occurred or is not continuing,
Financial Security can (in addition to its obligation to make Scheduled
Payments on the Notes in accordance with the terms of the Note Policy), but
it is not obligated to, elect to:
- subject to the limitations listed below, first accelerate the
principal of the Notes and then cause the Master Servicer or the
Trustee to sell or otherwise liquidate all or part of the property of
the Trust, in whole or in part on any date or dates following such
acceleration as Financial Security, in its sole discretion, shall
elect, and finally to deliver the proceeds to the Indenture Trustee to
distribute in accordance with the terms of the Note Policy.
(2) If an Insurer Default has occurred and is continuing, the Trustee
may, or if requested in writing by holders of at least 66 2/3% of the
voting interests of all the Notes, shall:
- subject to the limitations listed below, declare the Notes due and
payable at par, together with accrued interest on the Notes.
(3) Notwithstanding any of the foregoing, upon the occurrence of a
Trust Insolvency, if an Insurer Default has occurred and is continuing:
- subject to the limitations listed below, the Notes will become
immediately due and payable at par, together with accrued interest on
the Notes.
(4) No sale or liquidation of the property of the Trust pursuant to
the above provisions may occur if the proceeds from the sale or liquidation
are not sufficient to pay all of the outstanding principal and accrued
interest on the Notes, unless:
- an Insurer Default has not occurred or is not continuing and the
related Event of Default relates to failure of the Trust to pay
interest or principal on any class of Notes or a Trust Insolvency; or
- an Insurer Default has occurred and is continuing and:
(i) holders of 100% of the voting interests of all the Notes
consent to such sale or liquidation; or
(ii) the Trustee determines that the property of the Trust will not
continue to provide sufficient funds for the payment of the principal of
and interest on the Notes, the Trustee
S-24
<PAGE> 81
provides prior written notice of that sale or liquidation to each Rating
Agency, and holder of at least 66 2/3% of the voting interests of all
the Notes consent to that sale or liquidation.
It is an "Insurer Default" if:
(1) Financial Security fails to perform any of its obligations under
the Note Policy, or
(2) certain events of bankruptcy, insolvency, receivership or
liquidation relating to Financial Security occur.
Further, in the event that an Insurer Default has not occurred or is not
continuing, following the occurrence of an Event of Default, if Financial
Security has not elected to accelerate the principal of the Notes and such Event
of Default is subsequently cured, Financial Security shall not thereafter have
the right to elect to accelerate the principal of the Notes or to cause the
property of the Trust to be sold or liquidated by reason of that Event of
Default and the rights of all parties shall thereupon be restored as though that
Event of Default had not occurred.
Following the occurrence of an Event of Default and provided that (i) an
Insurer Default has not occurred or is not continuing and (ii) Financial
Security has not elected to accelerate the principal of the Notes, the Indenture
Trustee and the Owner Trustee will continue to submit claims under the Note
Policy for any shortfalls in Scheduled Payments on the Notes. See "The Note
Policy" in the prospectus.
CERTAIN INFORMATION REGARDING THE SECURITIES
PAYMENTS ON THE CONTRACTS
As more fully described in the prospectus under "Certain Information
Regarding the Securities -- Payments on the Contracts", all Net Collections on
or in respect of the Contracts will be deposited in or credited to the
Collection Account or, in limited instances, the Holding Account.
Subject to the remainder of this paragraph, distributions on the Notes will
be made on each Distribution Date out of Net Collections for the related Due
Period plus certain reinvestment earnings on Eligible Investments and any
Advance made by the Master Servicer as described under "The Master
Servicer -- Advances" in the prospectus. The amount of those Net Collections,
reinvestment earnings and Advances on each Distribution Date will be applied as
described under "-- Distributions on the Notes". Amounts, to the extent
available, will be withdrawn from the Spread Account to cover any shortfalls in
distributions to Noteholders. Under the Note Policy, Financial Security will be
obligated to provide for distribution on the Notes on each Distribution Date the
amount, if any, by which the amount of Net Collections and funds available in
the Spread Account is less than the sum of the interest and principal due on the
Notes for that Distribution Date and will be obligated to provide for the
payment of Scheduled Payments on the Class A Notes on the respective Final
Scheduled Distribution Dates.
If WFSRC2 exercises its Optional Repurchase right, the amount payable by it
equal to the Base Price and any accrued but unpaid interest on the repurchased
Contracts will be treated as Net Collections and will be deposited into the
Collection Account and distributed as any other Net Collections at the time of
their receipt. The amount payable by WFSRC2 equal to the Repurchase Premium will
not be treated as Net Collections and will not be, directly or indirectly,
distributed as any other Net Collections. Instead, the Repurchase Premium will
be distributed to the Holders of the Notes separately by the Indenture Trustee,
on the Distribution Date as of which the Contracts transferred to the Trust by
WFSRC2 are to be repurchased by WFSRC2 on a pro rata basis after
S-25
<PAGE> 82
giving effect to payments otherwise made on that Distribution Date (other than
Base Price). The Indenture Trustee will deliver a report (the "Prepayment
Report") concurrently with the distribution of the Repurchase Premium reflecting
the total amounts of Repurchase Premium received by the Indenture Trustee
expressed as a dollar amount per $1,000 of each class of Notes then outstanding.
DISTRIBUTIONS ON THE NOTES
General. On or before the fifth Business Day prior to each Distribution
Date (each such date, a "Determination Date"), the Master Servicer will deliver
to the Indenture Trustee, the Owner Trustee, Financial Security and the Rating
Agencies a statement (the "Distribution Date Statement") setting forth, among
other things, the following amounts with respect to the related Due Period and
such Distribution Date:
- the amount of funds in the Collection Account allocable to collections on
the Contracts in the related Due Period (excluding any Advances and
Repurchase Amounts);
- the amount required to repurchase all Contracts repurchased by the Seller
or the Master Servicer during the related Due Period;
- the Advances made by the Master Servicer and the amounts for which the
Master Servicer is entitled to be reimbursed for unreimbursed Advances;
- the amount of Net Collections;
- the Note Interest Distributable Amount;
- the Note Principal Distributable Amount;
- the Repurchase Premium, if any; and
- the Servicing Fee.
Deposits to the Distribution Accounts; Priority of Payments. On each
Distribution Date, the Master Servicer will allocate amounts on deposit in the
Collection Account with respect to the related Due Period and that Distribution
Date as described below and will instruct the Indenture Trustee to make the
following deposits and distributions in the following amounts and order of
priority (in each case after giving effect to all deposits and distributions of
higher priority):
(1) to the Master Servicer, the Basic Servicing Fee, including any
unpaid Servicing Fees with respect to one or more prior Due Periods;
(2) to the Indenture Trustee and the Owner Trustee, any accrued and
unpaid Trustees' fees and expenses;
(3) to the Note Distribution Account, from Net Collections (after
giving effect to the reduction in Net Collections described in clauses (1)
and (2) above), the Note Interest Distributable Amount to be distributed to
the holders of the Notes at their respective Interest Rates;
(4) to the Note Distribution Account, from any remaining Net
Collections, the Note Principal Distributable Amount (which amount
includes, if such Distribution Date is a Final Scheduled Distribution Date,
the remaining principal amount of the related class of Notes to be
distributed to the holders of such class of Notes), to be distributed to
the holders of the Class A-1 Notes until the principal amount of the Class
A-1 Notes has been reduced to zero, second to the holders of the Class A-2
Notes until the principal amount of the Class A-2 Notes has been reduced to
zero, third to the holders of the Class A-3 Notes until the principal
amount
S-26
<PAGE> 83
of the Class A-3 Notes has been reduced to zero and fourth to the holders
of Class A-4 Notes until the principal amount of the Class A-4 Notes has
been reduced to zero;
(5) to Financial Security, from any remaining Net Collections, any
amounts owing to Financial Security in respect of all payments, if any,
made under the Note Policy for which reimbursement has not yet been made to
Financial Security and any unreimbursed fees, expenses or other amounts
owing to Financial Security under the Insurance Agreement (collectively,
"Unreimbursed Insurer Amounts"); and
(6) in the event that the distributions described in clauses (1)
through (5) above have been funded exclusively from Net Collections, any
remaining Net Collections ("Excess Amounts") will be deposited into the
Spread Account, until the amount on deposit therein equals the Specified
Spread Account Balance, with any remaining Excess Amounts being distributed
as described under "-- Withdrawals from the Spread Account and Under the
Note Policy".
In addition, upon the exercise by WFSRC2 of an Optional Repurchase, the
Indenture Trustee will distribute the Repurchase Premium to Holders of Notes on
a pro rata basis after giving effect to payments otherwise made on the
Distribution Date (other than the Base Price).
If the Notes are accelerated following an Event of Default, amounts
collected following the sale or liquidation of the property of the Trust will be
distributed in the priority described above. See "The Notes -- Events of
Default".
For the purposes hereof, the following terms will have the following
meanings:
The "Aggregate Scheduled Balance" will equal the sum of the Scheduled
Balances of the outstanding Contracts. At the time of initial issuance of the
Notes, the initial aggregate principal amount of the Notes will equal the
Cut-Off Date Aggregate Scheduled Balance.
The "Aggregate Scheduled Balance Decline" will mean, with respect to any
Distribution Date, the amount by which the Aggregate Scheduled Balance as of the
beginning of the related Due Period (or as of the Cut-Off Date in the case of
the first Distribution Date) exceeds the Aggregate Scheduled Balance as of the
end of such Due Period.
A "Defaulted Contract" will mean, with respect to any Due Period, a
Contract (i) which is, at the end of such Due Period, delinquent in the amount
of at least two monthly payments or (ii) with respect to which the related
Financed Vehicle has been repossessed or repossession efforts have been
commenced.
A "Due Period" will mean, with respect to any Distribution Date, the
three-month period commencing on the first day of the third month preceding the
month in which that Distribution Date occurs (or commencing on the Cut-Off Date
in the case of the first Distribution Date) to the last day of the month
immediately preceding the month in which that Distribution Date occurs.
A "Liquidated Contract" will be a Contract that (i) has been repurchased by
the Seller of that Contract or the Master Servicer or as to which all of the
principal has been paid prior to its scheduled maturity; (ii) is a Defaulted
Contract with respect to which the related Financed Vehicle was repossessed and,
after any cure period required by law has expired, the Master Servicer has
charged-off any losses prior to the four-month period referenced in clause (iv)
below; (iii) has been paid in full on or after its scheduled maturity; or (iv)
is delinquent as to all or part of four or more payments of Monthly P&I.
Contracts that become Liquidated Contracts pursuant to clause (ii) or (iv) above
and any collections thereon will thereupon no longer be part of the Trust,
although collections thereon will be deposited in the Collection Account.
S-27
<PAGE> 84
The "Note Distributable Amount" will mean, with respect to any Distribution
Date, the sum of the Note Principal Distributable Amount and the Note Interest
Distributable Amount for that Distribution Date.
The "Note Interest Carryover Shortfall" will mean, with respect to any
Distribution Date and a class of Notes, the excess, if any, of the sum of the
Note Quarterly Interest Distributable Amount for that class for the immediately
preceding Distribution Date plus any outstanding Note Interest Carryover
Shortfall for that class on such preceding Distribution Date, over the amount in
respect of interest that is actually deposited in the Note Distribution Account
with respect to that class on that preceding Distribution Date, plus, to the
extent permitted by applicable law, interest on the amount of interest due but
not paid to Holders of such class of Notes on that preceding Distribution Date
at the related Interest Rate for the related Interest Period.
The "Note Interest Distributable Amount" will mean, with respect to any
Distribution Date and a class of Notes, the sum of the Note Quarterly Interest
Distributable Amount and the Note Interest Carryover Shortfall for such class of
Notes for that Distribution Date.
The "Note Principal Carryover Shortfall" will mean, as of the close of any
Distribution Date, the excess of the sum of the Note Quarterly Principal
Distributable Amount and any outstanding Note Principal Carryover Shortfall for
the immediately preceding Distribution Date over the amount in respect of
principal that is actually deposited in the Note Distribution Account on that
Distribution Date.
The "Note Principal Distributable Amount" will mean, with respect to any
Distribution Date, the sum of the Note Quarterly Principal Distributable Amount
for that Distribution Date and any outstanding Note Principal Carryover
Shortfall for the immediately preceding Distribution Date; provided, however,
that the Note Principal Distributable Amount with respect to a class of Notes
shall not exceed the outstanding principal amount of such class of Notes.
Notwithstanding the foregoing, the Note Principal Distributable Amount on each
Final Scheduled Distribution Date shall not be less than the amount that is
necessary (after giving effect to other amounts to be deposited in the Note
Distribution Account on such Distribution Date and allocable to principal) to
reduce the outstanding principal amount of the related class of Notes to zero.
The "Note Quarterly Interest Distributable Amount" will mean, with respect
to any Distribution Date, the sum of all interest due on the outstanding Notes
for the Interest Period related to that Distribution Date. Interest will be
calculated based on the outstanding principal amount of each class of Notes on
the immediately preceding Distribution Date, after giving effect to all payments
of principal to Holders of that class of Notes on or prior to that Distribution
Date (or, in the case of the first Distribution Date, on the original principal
amount of that class of Notes).
The "Note Quarterly Principal Distributable Amount" will mean, with respect
to any Distribution Date, the Principal Distributable Amount for that
Distribution Date.
The "Principal Distributable Amount" will mean, with respect to any
Distribution Date, the sum of (i) the Aggregate Scheduled Balance Decline for
such Distribution Date, plus (ii) the aggregate Scheduled Balances as of such
Distribution Date of all Contracts that became Liquidated Contracts pursuant to
clause (i), (ii) or (iv) of the definition of the term "Liquidated Contract"
during the related Due Period.
The "Scheduled Balance" of a Rule of 78's Contract will represent the
present value of the remaining scheduled payments of Monthly P&I due on that
Contract discounted on a monthly basis as described below, while the Scheduled
Balance of a Simple Interest Contract will be its actual principal balance. The
"Monthly P&I" for a Contract will be the installment of principal and interest
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<PAGE> 85
due thereunder each month (each such date, a "Due Date") and will be
substantially equal for the term of the Contract. The Scheduled Balance of a
Rule of 78's Contract for the Cut-Off Date and each Due Date will be set forth
in a schedule to the Sale and Servicing Agreement and will be equal to the
present value (determined as discussed below) at each of those dates of all
payments of Monthly P&I on the Contract that are due after such Due Date. That
present value will be determined by discounting (on a monthly basis) each
payment of Monthly P&I from the last day of the month in which that payment of
Monthly P&I is due to the first day of the month in which that Due Date occurs
using a discount rate that will produce a present value at the Cut-Off Date
equal to the outstanding principal balance of the Contract as of the Cut-Off
Date. The interest rate borne by substantially all of the Contracts will not be
less than the weighted average of the Interest Rates on the Closing Date plus
the Servicing Fee Percent.
PAYMENT PRIORITIES OF THE NOTES; THE SPREAD ACCOUNT
General. The rights of the Holders of the Notes to receive distributions
with respect to the Contracts will be subordinated to the rights of the Master
Servicer (to the extent that the Master Servicer has not been reimbursed for any
outstanding Advances and has not been paid the Basic Servicing Fees), the
Trustees (to the extent the Trustees and such other entities have not received
all Trust Fees and Expenses payable to them) and Financial Security (to the
extent of any Unreimbursed Insurer Amounts). In addition, the rights of the
Holders of Notes to receive distributions with respect to the Contracts will be
subject to the priorities set forth under "-- Distributions on the
Notes -- Deposits to the Distribution Accounts; Priority of Payments." Such
priorities and subordination are intended to enhance the likelihood of timely
receipt by Holders of Notes of the full amount of interest and principal
required to be paid to them, and to afford such Holders of Notes limited
protection against losses in respect of the Contracts.
The Spread Account. In the event of delinquencies or losses on the
Contracts, the foregoing protection will be affected both by the preferential
right of the Holders of the Notes to receive current distributions with respect
to the Contracts and by the establishment of a segregated trust account in the
name of the Indenture Trustee (the "Spread Account"). The Spread Account will be
part of the Trust. The Indenture Trustee will have a perfected security interest
in the Spread Account and in all amounts deposited in or credited to the Spread
Account as well as all investments made with such deposits and earnings. The
Spread Account will be created with an initial deposit by WFSRC2 on the Closing
Date of an amount equal to $ (the "Spread Account Initial Deposit").
The Spread Account will thereafter be funded by the deposit therein of any
Excess Amounts in respect of each Distribution Date, until the amount on deposit
in the Spread Account is at least equal to the Specified Spread Account Balance.
Amounts held from time to time in the Spread Account will continue to be
held for the benefit of Holders of the Notes and Financial Security and those
amounts will be invested in Eligible Investments. Investment income on monies on
deposit in the Spread Account will be credited to the Spread Account. Any loss
on that investment will be charged to the Spread Account.
Calculation of Specified Spread Account Balance. The "Specified Spread
Account Balance" will be calculated as of the last day of each month (each, a
"Calculation Day") and will equal % of the Aggregate Scheduled Balance on such
Calculation Day, except that if on any Calculation Day (i) the Charge-Off
Percentage for the three calendar month period ending on that Calculation Day
exceeds % or (ii) the Delinquency Percentage for the three calendar month
period ending on that Calculation Day exceeds %, then the Specified Spread
Account Balance shall equal % of the Aggregate Scheduled Balance on that
Calculation Day (but only for so long as such Charge-Off Percentage or
Delinquency Percentage thresholds continue to be exceeded on any subsequent
Calculation Day). Notwithstanding the foregoing, in no event can the Specified
Spread Account
S-29
<PAGE> 86
Balance be greater than $ (10% of the Cut-off Date Aggregate Scheduled
Balance) or less than $ (the amount required by the Rating Agencies and
Financial Security); provided, however, it shall not be greater than the
outstanding aggregate principal amount of the Notes if such amount is less than
$ . At no time after the Closing Date will the Sellers, the Master
Servicer, Financial Security or any other entity be required to deposit their
own funds into the Spread Account.
The "Charge-Off Percentage" will mean, with respect to any three calendar
month period, the annualized percentage equivalent of the average of the
percentages of charged-off Contracts for each month in such period. For each
month, the percentage of charged-off Contracts shall be the percentage
equivalent of a fraction, the numerator of which is the aggregate Scheduled
Balance for that month of all Contracts that have become Liquidated Contracts
(as specified in clause (ii) or (iv) of the definition of Liquidated Contracts)
during that month, less any Net Liquidation Proceeds received during that month
(and not reflected in prior periods) with respect to those Contracts or from any
Contracts charged-off in prior periods, and the denominator of which is the
aggregate Scheduled Balance of all outstanding Contracts as of the end of the
immediately preceding month. The "Delinquency Percentage" will mean, with
respect to any three calendar month period, the average of the percentages of
delinquent Contracts for each month in that period. For each month the
percentage of delinquent Contracts shall be the percentage equivalent of a
fraction, the numerator of which is the sum of (i) the aggregate Scheduled
Balance of all outstanding Contracts 61 days or more delinquent (after taking
into account permitted extensions), plus (ii) the aggregate Scheduled Balance of
all Contracts in respect of which the related Financed Vehicles have been
repossessed but have not been liquidated (to the extent the related Contract is
not otherwise reflected in clause (i) above), and the denominator of which is
the aggregate Scheduled Balance of all outstanding Contracts, in each case on
the last day of that calendar month.
The Master Servicer may, from time to time after the date of this
prospectus supplement, and with the approval of Financial Security, request the
Rating Agencies to approve a formula for determining the Specified Spread
Account Balance that is different from that described above and would result in
a decrease in the amount of the Specified Spread Account Balance or the manner
by which the Spread Account is funded. If the Rating Agencies deliver a letter
to the Indenture Trustee, the Owner Trustee and Financial Security to the effect
that the use of any new formulation will not in and of itself result in a
qualification, reduction or withdrawal of its then-current rating of any class
of Notes (without giving effect to the guaranty under the Note Policy of
payments owing to the Holders of the Notes), then the Specified Spread Account
Balance will be determined in accordance with such new formula. The Sale and
Servicing Agreement will accordingly be amended to reflect that new calculation
without the consent of any Noteholder.
WITHDRAWALS FROM THE SPREAD ACCOUNT AND UNDER THE NOTE POLICY
Simultaneously with the issuance of the Notes, Financial Security will
deliver the Note Policy to the Indenture Trustee for the benefit of each Holder
of the Notes. Under the Note Policy, Financial Security will unconditionally and
irrevocably guarantee to the Indenture Trustee for the benefit of each Holder of
the Notes the full and complete payment of (i) Scheduled Payments (as defined in
the prospectus under "The Note Policy") on the Notes and (ii) the amount of any
Scheduled Payment which subsequently is avoided in whole or in part as a
preference payment under applicable law.
On each Distribution Date on which the Note Distributable Amount exceeds
the amount then on deposit in the Note Distribution Account, the Holders of the
Notes will be entitled to receive that deficiency (including amounts necessary
to reduce the outstanding principal balance of a given class of Notes to zero on
the related Final Scheduled Distribution Date), first, from amounts on deposit
in
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<PAGE> 87
the Spread Account and second, if those amounts are insufficient, from the
payment of a claim under the Note Policy.
If the amount on deposit in the Spread Account on any Calculation Day or
any Distribution Date (after giving effect to all deposits thereto or
withdrawals therefrom on that Distribution Date) is greater than the Specified
Spread Account Balance, the Indenture Trustee will distribute any excess first,
to Financial Security, to the extent of any Unreimbursed Insurer Amounts, then
to WFSRC2 until WFSRC2 has received from the Spread Account an aggregate amount
equal to the Spread Account Initial Deposit, then to the Master Servicer until
the Additional Servicing Fee due the Master Servicer, including any accrued but
unpaid Additional Servicing Fee, has been paid in full and then to the Seller
(or such other holders of the Certificates).
The Additional Servicing Fee will be earned by the Master Servicer as of
each Calculation Day as of which the Charge-Off Percentage is less than %
(the "Qualifying Percentage"). To the extent the Charge-Off Percentage is less
than the Qualifying Percentage, the Master Servicer shall be entitled to receive
as to each outstanding Contract which is as of that Calculation Day not a
Delinquent Contract, a Defaulted Contract or a Liquidated Contract an amount
equal to one-twelfth of % per annum of the Scheduled Balance of that
Contract for the related month in respect of which the Monthly P&I for that
month has been collected from the Obligor on that Contract. The amount of
Additional Servicing Fee earned by the Master Servicer shall accumulate, without
interest, until such time as the Indenture Trustee may make distributions from
the Spread Account as described in the preceding paragraph. Additional Servicing
Fees will be paid to the Master Servicer only from distributions from the Spread
Account and only in the priority as set forth in the preceding paragraph.
Upon any distributions to Financial Security, the Seller or the Master
Servicer, the Holders of the Notes will have no further rights in, or claims to,
such amounts. None of the Holders of the Notes, the Indenture Trustee, the Owner
Trustee, the Sellers, the Master Servicer or Financial Security will be required
to refund any amounts properly distributed or paid to them, whether or not there
are sufficient funds on any subsequent Distribution Date to make full
distributions to the Holders of the Notes. The obligations of Financial Security
under the Note Policy will not be diminished or otherwise affected by any
amounts distributed to Financial Security.
TERMINATION
The obligations of the Master Servicer, the Sellers, the Owner Trustee and
Indenture Trustee pursuant to the Trust Agreement, Sale and Servicing Agreement
and the Indenture will terminate upon the earliest to occur of (i) the maturity
or other liquidation of the last Contract and the disposition of any amounts
received upon liquidation of any property remaining in the Trust, (ii) the
payment to you of all amounts required to be paid to you pursuant to such
agreements and (iii) the occurrence of the event described below.
WFSRC2 has not previously exercised its Optional Repurchase right, it may
repurchase the remaining Contracts (for which no Repurchase Premium will be due)
at any Distribution Date at which the aggregate principal balance of the Simple
Interest Contracts plus the aggregate of the present value of the remaining
monthly principal and interest payments due on the Rule of 78's Contracts
transferred to the Trust by WFSRC2 is equal to or less than $ ,
WFSRC2 may purchase all of the Contracts then outstanding it has transferred to
the Trust.
The Owner Trustee and Indenture Trustee will give you written notice of
termination at least 20 days prior to such termination. The final distribution
to you will be made only upon surrender and cancellation of your Notes at the
office or agency of the related Trustee specified in the notice of
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<PAGE> 88
termination. Any funds remaining in the Trust at least 18 months after the date
of termination and after such Trustee has attempted to locate a Holder of the
Notes and such measures have failed, will be distributed to a charity designated
by the Master Servicer.
Any outstanding Notes will be redeemed concurrently with any Optional
Purchase, and the subsequent distribution to the Sellers of all amounts required
to be distributed to them pursuant to the Trust Agreement will terminate the
Trust.
PREPAYMENT CONSIDERATIONS
The following information supplements the discussion of prepayment
considerations associated with the purchase of Notes under "Certain Information
Regarding the Securities--Prepayment Considerations" in the prospectus. No
assurance can be given that the Contracts will experience any specific rate of
prepayment. WFS does not maintain specific records which would suggest any
difference in prepayment rate for Rule of 78's Contracts as compared with Simple
Interest Contracts.
CAPITALIZATION OF FINANCIAL SECURITY ASSURANCE INC.
The following table sets forth the capitalization of Financial Security and
its subsidiaries as of March 31, 2000 on the basis of accounting principles
generally accepted in the United States:
<TABLE>
<CAPTION>
MARCH 31, 2000
------------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C>
Deferred Premium Revenue (net of prepaid reinsurance
premiums)................................................. $ 547,872
----------
Surplus Notes............................................... 120,000
----------
Minority Interest........................................... 33,914
----------
Shareholder's Equity:
Common Stock.............................................. 15,000
Additional Paid-In Capital................................ 841,036
Accumulated Other Comprehensive Loss (net of deferred
income taxes).......................................... (3,409)
Accumulated Earnings...................................... 508,095
----------
Total Shareholder's Equity................................ 1,360,722
----------
Total Deferred Premium Revenue, Surplus Notes, Minority
Interest and Shareholder's Equity......................... $2,062,508
==========
</TABLE>
For further information regarding Financial Security, see the prospectus
and the documents incorporated therein by reference. Financial Security's
financial statements are included as exhibits to the Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission by Financial Security Assurance Holdings Ltd. ("Holdings") and may be
reviewed at the EDGAR web site maintained by the Securities and Exchange
Commission and at Holding's website, http://www.FSA.com. Copies of the statutory
quarterly and annual statements filed with the State of New York Insurance
Department by Financial Security are available upon request to the State of New
York Insurance Department.
Financial Security is a wholly owned subsidiary of Financial Security
Assurance Holdings Ltd., which is referred to in the prospectus as "Holdings"
and which is a New York Stock Exchange listed company. Major shareholders of
Holdings include White Mountains Insurance Group, Ltd., The Tokio Marine and
Fire Insurance Co., Ltd. and XL Capital Ltd. On March 14, 2000, Holdings
announced that it had entered into a merger agreement pursuant to which Holdings
would become a
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<PAGE> 89
wholly owned subsidiary of Dexia S.A., a publicly held Belgian corporation,
subject to receipt of regulatory approvals and satisfaction of other closing
conditions. Dexia S.A., through its bank subsidiaries, is primarily engaged in
the business of public finance in France, Belgium and other European countries.
No shareholder of Holdings is obligated to pay any debt of Financial Security or
any claim under any insurance policy issued by Financial Security or to make any
additional contribution to the capital of Financial Security.
THE SELLER
WFSRC2 is a wholly owned, limited-purpose subsidiary of Westcorp, and was
incorporated under the laws of the State of Nevada on June 28, 2000. The
principal office of WFSRC2 is 6655 West Sahara Avenue, Las Vegas, Nevada 83102.
WFSRC2's telephone number is (702) 227-8100.
WFSRC2 was organized principally for the purpose of purchasing retail
installment sales contracts and installment loans from WFS in connection with
its activities as a subsidiary of Westcorp, the ultimate parent of WFS. WFSRC2
has not and will not engage in any activity other than (i) acquiring, owning,
holding, selling, transferring, assigning, pledging or otherwise dealing in
installment sales contracts and installment loans secured by vehicles or (ii)
originating one or more grantor or owner trusts owning installment sales
contracts and installment loans secured by vehicles.
WFSRC2's articles of incorporation limit the activities of WFSRC2 to the
above purposes and to any activities incidental to and necessary for such
purposes.
BREACH OF REPRESENTATIONS AND WARRANTIES; DEFECTIVE CONTRACT DOCUMENTATION
In the Sale and Servicing Agreement, the Seller will make certain
representations and warranties with respect to each Contract transferred by it
to the Trust as of the Closing Date, including but not limited to, perfection,
validity, enforceability of and the absence of liens prior to the security
interest granted pursuant to each Contract, title of the Trust in and to the
Contracts, validity and enforceability of the Contracts as against the related
Obligor, and collision and comprehensive insurance coverage related to each
Financed Vehicle. If any of those representations and warranties is found to
have been incorrect as of the time it was made or any document evidencing or
securing a Contract is found to be defective or not to be contained in the
Contract files, the Indenture Trustee, the Owner Trustee or Financial Security
in and to that Contract, the Seller must cure the defect or eliminate or
otherwise cure the circumstances or condition in respect of which such
representation or warranty is incorrect within 90 days of the discovery thereof.
If the defect is not cured within that 90-day period, the Seller must repurchase
the Contract affected by the defect at a price equal to the outstanding
principal amount of that Contract plus accrued interest thereon to the last Due
Date in the Due Period in which the repurchase occurs.
WFS
GENERAL
WFS Financial Inc ("WFS" or, in its capacity as Master Servicer, the
"Master Servicer") is an auto finance company incorporated in California in
1988. WFS purchases contracts in both the prime and non-prime credit quality
segments of the auto finance market. During the year ended December 31, 1999 and
for the quarter ended March 31, 2000, WFS purchased approximately 70% and 69% of
its contracts from the prime credit quality segment and 30% and 31% from the
non-prime segment. WFS purchases the majority of its contracts from franchised
dealers and to a lesser extent from independent dealers. During the year ended
December 31, 1999 and for the quarter ended March 31, 2000, contracts for new
and used vehicles represented 24% and 76%, and 23%, and 77%, respectively, of
WFS volume of contracts purchased.
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<PAGE> 90
WFS is an operating subsidiary of the Bank. As an operating subsidiary, WFS
is subject to regulation and supervision by the Office of Thrift Supervision
("OTS") and the Federal Deposit Insurance Corporation ("FDIC"). At December 31,
1999 and March 31, 2000, WFS had total assets of $2.1 billion and $2.3 billion,
respectively, total liabilities of $1.9 billion and $2.1 billion, respectively,
and stockholders' equity of $212 million and $265 million, respectively. At
December 31, 1999 and March 31, 2000, WFS' net portfolio of contracts serviced
totaled approximately $5.4 billion and $5.7 billion, respectively.
WFS' revenues are derived principally from contractual servicing fees, the
retained interest on contracts sold for which servicing is retained, interest on
contracts not sold and fee income including late fees, deferment fees,
documentation fees and other fees, and, to a lesser extent, gain on other
investments. Interest on borrowings and general and administrative costs are
WFS' major expense items.
The principal executive offices of WFS are located at 23 Pasteur, Irvine,
California 92618 and its telephone number is (949) 727-1002.
BUSINESS ACTIVITIES
WFS is engaged principally in the business of originating contracts secured
by automobiles and light duty trucks from new and used car dealers and the
public. WFS currently conducts its operations through its principal office and
45 production offices serving 43 states.
THE BANK
GENERAL
Western Financial Bank (the "Bank") is a federally chartered savings
association. At December 31, 1999 and March 31, 2000, the Bank had total assets
of $4.5 billion and $5.1 billion, total deposits of $2.2 billion and $2.2
billion and stockholder's equity of $351 million and $402 million on a generally
accepted accounting principles basis. The Bank is a wholly owned subsidiary of
Westcorp. Westcorp is a financial services holding company which operates
principally through the Bank, its wholly owned subsidiary, and through WFS.
As a federally chartered savings association, the Bank is subject to
regulation and supervision by the OTS and the FDIC. The Bank is a member of the
Federal Home Loan Bank of San Francisco.
The principal executive office of the Bank is located at 15750 Alton
Parkway, Irvine, California 92618 and its telephone number is (949) 727-1100.
BUSINESS ACTIVITIES
The Bank provides a wide range of financial services through its community
banking group which includes retail and commercial operations. Retail banking
services are available through a network of 25 retail banking offices located
throughout California. Commercial banking operations target selected southern
California markets. The Bank maintains an ownership interest in WFS which
exceeds 82 percent.
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<PAGE> 91
WESTCORP
Westcorp is a financial services holding company whose principal
subsidiaries are WFS and the Bank. Westcorp is registered with the Office of
Thrift Supervision as a savings and loan association holding company. Through
the Bank, Westcorp operates 25 retail bank branches throughout California, and
provides commercial banking services in Southern California. Through WFS,
Westcorp is one of the nation's largest independent automobile finance
companies.
The principal executive offices of Westcorp are located at 23 Pasteur,
Irvine, California 92618 and its telephone number is (949) 727-1002.
UNDERWRITING
Subject to certain conditions contained in an underwriting agreement (the
"Underwriting Agreement"), Deutsche Bank Securities Inc., Banc of America
Securities LLC, Bear, Stearns & Co. Inc., and Donaldson, Lufkin & Jenrette
Securities Corporation (the "Underwriters"), for whom Deutsche Bank Securities
Inc. is acting as representative (the "Representative"), have agreed to
severally purchase from the Seller, and the Seller has jointly and severally
agreed to sell to the Underwriters, the respective principal amounts of each
class of Notes as set forth opposite their names below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT PRINCIPAL AMOUNT PRINCIPAL AMOUNT
UNDERWRITER OF CLASS A-1 NOTES OF CLASS A-2 NOTES OF CLASS A-3 NOTES OF CLASS A-4 NOTES
----------- ------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Deutsche Bank Securities
Inc...................... $ $ $ $
Banc of America Securities
LLC......................
Bear, Stearns & Co. Inc....
Donaldson, Lufkin &
Jenrette Securities
Corporation..............
------------ ------------ ------------ ------------
Total............ $ $ $ $
============ ============ ============ ============
</TABLE>
The Sellers have been advised by the Representative that the Underwriters
propose initially to offer the Notes to the public at the public offering prices
set forth on the cover page of this prospectus supplement and to certain dealers
at those prices less a concession not in excess of the respective amounts in the
following table. The Underwriters may allow, and such dealers may reallow, a
discount not in excess of the respective amounts set forth in the following
table.
After the initial public offering, the public offering prices of the Notes
and these concessions and discounts may be changed.
<TABLE>
<CAPTION>
SELLING REALLOWANCE
CLASS CONCESSION DISCOUNT
----- ---------- -----------
<S> <C> <C>
Class A-1 Notes............................................. % %
Class A-2 Notes............................................. % %
Class A-3 Notes............................................. % %
Class A-4 Notes............................................. % %
</TABLE>
The Underwriting Agreement provides that the Underwriters' obligations
thereunder are subject to approval of certain legal matters by counsel and to
various other conditions. In the Underwriting Agreement, the several
Underwriters have agreed, subject to the terms and conditions set forth in the
Underwriting Agreement, to severally purchase all the Notes offered hereby if
any of the Notes are
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<PAGE> 92
purchased. In the event of a default under the Underwriting Agreement by any
Underwriter, the Underwriting Agreement provides that, in some circumstances,
purchase commitments of the non-defaulting underwriters may be increased or the
Underwriting Agreement may be terminated.
The Seller and WFS have agreed to jointly and severally indemnify the
Underwriters against certain liabilities, including liabilities under applicable
securities laws, or contribute to payments the Underwriters may be required to
make in respect thereof.
The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
of the Exchange Act. Over-allotment involves syndicate sales in excess of the
offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the securities in the open market after the
distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a
syndicate member when the securities originally sold by such syndicate member
are purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and
penalty bids may cause the price of the securities to be higher than it would be
in the absence of such transactions.
The closing of the sale of the Notes is conditioned on the issuance of the
Certificates.
Upon receipt of a request by an investor who has received an electronic
prospectus from an underwriter or a request by the investor's representative
within the period during which there is an obligation to deliver a prospectus,
the Seller or the Underwriters will promptly deliver, or cause to be delivered,
without charge, a paper copy of the prospectus.
LEGAL MATTERS
Certain legal matters with respect to the Notes, including certain federal
and California income tax matters, will be passed upon for the Seller by
Mitchell, Silberberg & Knupp LLP, Los Angeles, California. Brown & Wood LLP, San
Francisco, California will act as counsel for the Underwriters. Certain legal
matters relating to the Note Policy will be passed upon for Financial Security
by Bruce E. Stern, Esq., General Counsel, Financial Security or an Associate
General Counsel of Financial Security and by Weil, Gotshal & Manges LLP, New
York, New York.
EXPERTS
The consolidated balance sheets of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1999 and 1998 and the related consolidated
statements of income, changes in shareholder's equity and cash flows for each of
the three years in the period ended December 31, 1999, incorporated by reference
in this prospectus supplement, have been incorporated herein in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
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<PAGE> 93
INDEX OF DEFINITIONS
Set forth below is a list of the capitalized terms used in this prospectus
supplement and the pages on which the definitions of such terms may be found.
<TABLE>
<CAPTION>
TERM PAGE
---- ----
<S> <C>
ABS................................. S-17
ABS Table........................... S-17
Aggregate Scheduled Balance......... S-27
Aggregate Scheduled Balance
Decline........................... S-27
APR................................. S-15
Bank................................ S-34
Base Price.......................... S-23
Business Day........................ S-21
Calculation Day..................... S-29
Certificates........................ S-5
Charge-Off Percentage............... S-30
Class A-1 Final Scheduled
Distribution Date................. S-5
Class A-2 Final Scheduled
Distribution Date................. S-5
Class A-3 Final Scheduled
Distribution Date................. S-5
Class A-4 Final Scheduled
Distribution Date................. S-5
Closing Date........................ S-5
Cut-Off Date........................ S-5
Cut-Off Date Aggregate Scheduled
Balance........................... S-7
Defaulted Contract.................. S-27
Delinquency Percentage.............. S-30
Determination Date.................. S-26
Distribution Dates.................. S-5
Due Date............................ S-29
Due Period.......................... S-27
ERISA............................... S-10
Event of Default.................... S-24
Excess Amounts...................... S-27
Exchange Act........................ S-4
FDIC................................ S-34
Final Scheduled Distribution Date... S-5
</TABLE>
<TABLE>
<CAPTION>
TERM PAGE
---- ----
<S> <C>
Financed Vehicle.................... S-12
Financial Security.................. S-5
Holdings............................ S-32
Indenture........................... S-21
Indenture Trustee................... S-5
Insurer Default..................... S-25
Interest Period..................... S-22
Issuer.............................. S-5
Liquidated Contract................. S-27
Master Servicer..................... S-5
Monthly P&I......................... S-28
Moody's............................. S-6
Note Distributable Amount........... S-28
Note Interest Carryover Shortfall... S-28
Note Interest Distributable
Amount............................ S-28
Note Policy......................... S-8
Note Principal Carryover
Shortfall......................... S-28
Note Principal Distributable
Amount............................ S-28
Note Quarterly Interest
Distributable Amount.............. S-28
Note Quarterly Principal
Distributable Amount.............. S-28
Notes............................... S-5
Optional Purchase................... S-9
Optional Repurchase................. S-8
OTS................................. S-34
Owner Trustee....................... S-5
Prepayment Report................... S-26
Principal Distributable Amount...... S-28
Qualifying Percentage............... S-31
Rating Agencies..................... S-6
Record Date......................... S-21
Representative...................... S-35
Repurchase Premium.................. S-23
</TABLE>
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<PAGE> 94
<TABLE>
<CAPTION>
TERM PAGE
---- ----
<S> <C>
Rule of 78's Contract -- A Contract
that provides for the payment by
the Obligor of a specified total
number of payments, payable in
equal monthly installments, which
total represents the principal
amount financed plus add-on
interest in an amount calculated
by using the Rule of 78's. Under
the Rule of 78's, the amount of a
monthly payment allocable to
interest on a Contract is
determined by multiplying the
total amount of add-on interest
payable over the term of the
Contract by a fraction the
denominator of which is a number
equal to the sum of a series of
numbers representing the number of
each monthly payment due under the
Contract and the numerator of
which for a given month is the
number of payments remaining
before the maturity of the
Contract. For example, with a
Contract providing for 12
payments, the denominator of each
month's fraction will be 78, the
sum of a series of numbers from 1
to 12. Accordingly, in the example
of a twelve payment Contract, the
fraction for the first payment is
12/78, for the second payment
11/78, for the third payment
10/78, and so on through the final
payment, for which the fraction is
1/78. The applicable fraction is
then multiplied by the total
add-on interest payment over the
entire term of the Contract, and
the resulting amount is the amount
of add-on interest earned that
month. The difference between the
amount of the monthly payment by
the Obligor and the amount of
earned add-on interest calculated
for
</TABLE>
<TABLE>
<CAPTION>
TERM PAGE
---- ----
<S> <C>
the month is applied to principal
reduction. Under the law of Texas,
a similar procedure is permitted
for calculating the amount of
add-on interest earned, except the
fraction is derived by using the
sum of the monthly payments rather
than the sum of the number of
months (the "sum of the
balances"). As a Contract using
either the Rule of 78's or the sum
of the balances method to compute
interest earned is payable in
equal monthly payments, the
mathematical result is
substantially identical under
either system. Accordingly, for
purposes of convenience, the term
"Rule of 78's" is used herein in
referring to Contracts with add-on
interest regardless of which
system is used to calculated
interest earned.
Scheduled Balance................... S-28
Securities.......................... S-5
Sellers............................. S-5
Simple Interest Contract -- A
Contract as to which interest is
calculated each day on the basis
of the actual principal balance of
such Contract on such day.
Specified Spread Account Balance.... S-29
Spread Account...................... S-29
Spread Account Initial Deposit...... S-29
Standard & Poor's................... S-6
Trust............................... S-5
Trust Agreement..................... S-11
Trust Fees and Expenses............. S-22
Trust Property...................... S-6
Underwriters........................ S-35
Underwriting Agreement.............. S-35
Unreimbursed Insurer Amounts........ S-27
WFS................................. S-5
WFSRC2.............................. S-5
</TABLE>
S-38
<PAGE> 95
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the offering of the Notes being registered
hereby are estimated as follows:
<TABLE>
<S> <C>
Registration Fee............................................ $369,000
Printing and Engraving...................................... 35,000*
Trustees' Fees.............................................. 6,500*
Accounting Fees............................................. 15,000*
Legal Fees and Expenses..................................... 95,000*
Blue Sky Fees and Expenses.................................. 15,000*
Rating Agency Fees.......................................... 35,000*
Miscellaneous Fees.......................................... 4,500*
--------
Total..................................................... $475,000
========
</TABLE>
---------------
* Estimated with respect to a typical offering of the Notes.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of Chapter 78 of the Nevada Revised Statutes (the "NRS")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendere or
its equivalent does not, of itself, create a presumption that the person did not
act in good faith or in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation or that, with respect to any
criminal action or proceeding, he had reasonable cause to believe his actions
were unlawful.
Section 78.7502 of the NRS empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards to those
settlements of such action or suit if he acted under similar standards to those
described above except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation or for amounts paid in settlement to the corporation
unless and only to the extent that the court in which such action or suit was
brought determines that, despite the adjudication of
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<PAGE> 96
liability, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 78.7502 of the NRS further provides that to the extent a director
or officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to in subsections (1) and (2) or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith. Section 78.751 of the NRS provides that any
indemnification provided for by Section 78.7502 of the NRS (by court order or
otherwise) shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled and that the scope of indemnification shall
continue as to directors, officers, employees or agents who have ceased to hold
such positions, and to their heirs, executors and administrators. Section 78.752
empowers the corporation to purchase and maintain insurance on behalf of a
director, officer, employee or agent of the corporation against any liability
asserted against him or incurred by him in any such capacity or arising out of
his status as such whether or not the corporation would have the power to
indemnify him against such liabilities under Section 78.7502.
The Bylaws (the "Bylaws") of WFSRC2 provide for the indemnification of its
officers and directors to the maximum extent permitted by the NRS, against
expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by reason of the
fact that such person is or was its officer or director, and further provides
for the advance to such officer or director of expenses incurred by such officer
or director in any such proceeding to the maximum extent permitted by law. The
Bylaws also provide that the Board of Directors may provide for the
indemnification of, or advancement of expenses to, other Agents. The Articles of
Incorporation provide that the liability of directors shall be eliminated to the
fullest extent permissible under the NRS, but contain no specific provisions
with respect to the indemnification of, or advancement of expenses to, Agents.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
a. EXHIBITS
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement*
3.1 Articles of Incorporation of WFS Receivables Corporation 2
3.2 Bylaws of WFS Receivables Corporation 2
4.1 Form of Trust Agreement*
4.2 Form of Indenture*
5.1 Opinion of Mitchell, Silberberg & Knupp LLP with respect to
legality*
8.1 Opinion of Mitchell, Silberberg & Knupp LLP with respect to
tax matters*
10.1 Form of Reinvestment Contract*
10.2 Form of Sale and Servicing Agreement*
10.3 Form of Insurance Agreement*
10.4 Form of Financial Guaranty Insurance Policy*
10.5 Form of Indemnification Agreement*
10.6 Form of Administration Agreement*
20.1 Consolidated financial statements of Financial Security
Assurance Inc. and Subsidiaries as of December 31, 1999 and
1998, and for each of the three years in the period ended
December 31, 1999 (Incorporated by reference from the Annual
Report on Form 10-K of Financial Security Assurance Holdings
Inc. for the year ended December 31, 1999 (file #1-12644) as
filed on or about March 24, 2000)
</TABLE>
II-2
<PAGE> 97
<TABLE>
<C> <S>
20.2 Condensed consolidated financial statements of Financial
Security Assurance Inc. and Subsidiaries for the three month
period ended March 31, 2000 (Incorporated by reference from
the Quarterly Report on Form 10-Q of Financial Security
Assurance Holdings Inc. for the quarter ended March 31, 2000
(file #1-12644) as filed on or about May 12, 2000)
23.1 Consent of Mitchell, Silberberg & Knupp LLP (included as
part of Exhibit 5.1)*
23.2 Consent of Mitchell, Silberberg & Knupp LLP (included as
part of Exhibit 8.1)*
23.3 Consent of Pricewaterhouse Coopers L.L.P.*
24.1 Power of Attorney (included at pages II-5)
25.1 Statement of Eligibility and Qualification of Indenture
Trustee**
</TABLE>
-------------------------
* to be filed by amendment
** filed as to each separate Trust, under Form 8-K
b. FINANCIAL STATEMENT SCHEDULES
Not applicable.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes as follows:
(a) To provide to the Underwriters at the Closing Date specified in
the Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to provide prompt
delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of such Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
(c) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act will be deemed to be part of this registration
statement as of the time it was declared effective.
(d) For purposes of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus will be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be deemed to
be the initial bona fide offering thereof.
II-3
<PAGE> 98
(e) In accordance with Item 512(a) of Regulation S-K, relating to Rule
415 Offerings,
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental changes in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (e)(1)(i) and (e)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
II-4
<PAGE> 99
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
registrant WFS Receivables Corporation 2 certifies that (i) it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and (ii) it reasonably believes that the securities offered under this
Registration Statement will be "investment grade securities", as such term is
defined under Transaction Requirements B.2 of the Instructions to Form S-3, at
the time of sale of such securities, and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada, on the 30th day of
June 2000.
WFS RECEIVABLES CORPORATION 2,
as originator of
WFS FINANCIAL OWNER TRUSTS
By: /s/ DAVID A. GUAY
------------------------------------
David A. Guay
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Joy Schaefer, Lee A. Whatcott, or Guy Du Bose as
his or her true and lawful attorney-in-fact and agent, with full powers of
substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign and file any and all amendments, including
post-effective amendments to this Registration Statement, with the Securities
and Exchange Commission granting to said attorney-in-fact power and authority to
perform any other act on behalf of the undersigned required to be done in
connection therewith.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-3 has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DAVID A. GUAY President and Chief Executive June 30, 2000
----------------------------------------------------- Officer, Director
David A. Guay (Principal Executive Officer)
/s/ LEE A. WHATCOTT Chief Financial Officer, June 30, 2000
----------------------------------------------------- Director (Principal Financial
Lee A. Whatcott and Accounting Officer)
/s/ JOY SCHAEFER Director June 30, 2000
-----------------------------------------------------
Joy Schaefer
</TABLE>
II-5
<PAGE> 100
INDEX TO EXHIBITS
<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement*
3.1 Articles of Incorporation of WFS Receivables Corporation 2
3.2 Bylaws of WFS Receivables Corporation 2
4.1 Form of Trust Agreement*
4.2 Form of Indenture*
5.1 Opinion of Mitchell, Silberberg & Knupp LLP with respect to
legality*
8.1 Opinion of Mitchell, Silberberg & Knupp LLP with respect to
tax matters*
10.1 Form of Reinvestment Contract*
10.2 Form of Sale and Servicing Agreement*
10.3 Form of Insurance Agreement*
10.4 Form of Financial Guaranty Insurance Policy*
10.5 Form of Indemnification Agreement*
10.6 Form of Administration Agreement*
20.1 Consolidated financial statements of Financial Security
Assurance Inc. and Subsidiaries as of December 31, 1999 and
1998, and for each of the three years in the period ended
December 31, 1999 (Incorporated by reference from the Annual
Report on Form 10-K of Financial Security Assurance Holdings
Inc. for the year ended December 31, 1999 (file #1-12644) as
filed on or about March 24, 2000)
20.2 Condensed consolidated financial statements of Financial
Security Assurance Inc. and Subsidiaries for the three month
period ended March 31, 2000 (Incorporated by reference from
the Quarterly Report on Form 10-Q of Financial Security
Assurance Holdings Inc. for the quarter ended March 31, 2000
(file #1-12644) as filed on or about May 12, 2000)
23.1 Consent of Mitchell, Silberberg & Knupp LLP (included as
part of Exhibit 5.1)*
23.2 Consent of Mitchell, Silberberg & Knupp LLP (included as
part of Exhibit 8.1)*
23.3 Consent of Pricewaterhouse Coopers L.L.P.*
24.1 Power of Attorney (included at pages II-5)
25.1 Statement of Eligibility and Qualification of Indenture
Trustee**
</TABLE>
-------------------------
* to be filed by amendment
** filed as to each separate Trust, under Form 8-K
