<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date earliest event reported): March 6, 2000
WFS Financial Auto Loans, Inc.
------------------------------
(Exact name of co-registrant as specified in charter)
California 333-95233 33-0149603
- ---------------------------- --------------- -------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
23 Pasteur, Irvine, California 92618
------------------------------------
(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code: (949) 727-1000
WFS Receivables Corporation
---------------------------
(Exact name of co-registrant as specified in charter)
California 333-95233 33-0885464
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
6655 West Sahara Avenue, Las Vegas, Nevada 89102
------------------------------------------------
(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code: (702) 247-1442
This filing relates to Registration Statement No. 333-95233
<PAGE> 2
ITEM 5. OTHER EVENTS
In connection with the proposed offering of WFS Financial 2000-A Owner
Trust Auto Receivable Backed Notes, Class A-1, Class A-2, Class A-3 and Class
A-4, attached as Exhibit 99 are certain computational materials prepared by WFS
Financial Auto Loans, Inc. and WFS Receivables Corporation, co-registrants, that
are required to be filed pursuant to the no-action letter dated May 20, 1994
issued by the staff of the Securities and Exchange Commission (the "SEC") to
Kidder, Peabody Acceptance Corporation-1, and the no-action letter dated
February 15, 1995 issued by the staff of the SEC to the Public Securities
Association.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
co-registrants have each duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WFS FINANCIAL AUTO LOAN, INC.
Date: March 7, 2000 /s/ LEE A. WHATCOTT
----------------------------------------
Lee A. Whatcott, Chief Financial Officer
WFS RECEIVABLES CORPORATION
Date: March 7, 2000 /s/ LEE A. WHATCOTT
----------------------------------------
Lee A. Whatcott, Chief Financial Officer
3
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INDEX TO EXHIBITS
Exhibit No. Description Page
- ----------- ----------- ----
99 WFS Financial 2000-A Owner Trust Structural and ____
Collateral Materials
4
<PAGE> 1
WFS FINANCIAL 2000-A OWNER TRUST
WFS FINANCIAL INC
Servicer
TERM SHEET DATED MARCH 6, 2000
SUBJECT TO REVISION
The information contained herein will be superceded by information
contained in the final prospectus supplement.
THE PARTIES:
The Issuer................. WFS Financial 2000-A Owner Trust ("Trust")
Sellers.................... WFS Financial Auto Loans, Inc. ("WFAL")
WFS Receivables Corporation ("WFSRC")
Master Servicer............ WFS Financial Inc ("WFS")
The Insurer................ Financial Security Assurance, Inc. ("Financial
Security")
Indenture Trustee.......... Bankers Trust Company
Owner Trustee.............. Chase Manhattan Bank Delaware
IMPORTANT DATES:
Statistical Calculation
Date....................... February 29, 2000, the date used in preparing the
statistical information in this term sheet
Cut-Off Date............... March 1, 2000
Closing Date............... Expected to be March 15, 2000
Distribution Dates......... Payments of interest will be made on the Notes on
each March 20, June 20, September 20, December 20,
commencing on June 20, 2000
Final Scheduled
Distribution Dates......... If not paid earlier, the full outstanding principal
balance of the Class A-1 Notes will be paid on
March 20, 2001 (the "Class A-1 Final Scheduled
Distribution Date"), of the Class A-2 Notes will be
paid on March 20, 2003 (the "Class A-2 Final
Scheduled Distribution Date"), of the Class A-3
Notes will be paid on September 20, 2004 (the
"Class A-3 Final Scheduled Distribution Date"), and
of the Class A-4 Notes will be paid on September
20, 2007 (the "Class A-4 Final Scheduled
Distribution Date").
THE SECURITIES:
The Notes.................. The WFS Financial 2000-A 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
1
<PAGE> 2
fixed interest at the rates and calculated in the
manner described below under the caption "The Terms
of the Notes".
The Certificates........... The Trust will issue Certificates which are not
being offered hereby. All payments in respect of
any Certificates issued by the Trust will be
subordinated to payments on the Notes.
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................. $ 216,000,000 $ 340,000,000 $ 365,000,000 $ 279,000,000
Interest Rate Per Annum.......... % % % %
Interest Accrual Method.......... actual/360 30/360 30/360 30/360
Distribution Dates............... * * * *
Final Scheduled Distribution
Date........................... March 20, 2001 March 20, 2003 September 20, 2004 September 20, 2007
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 March 20,
June 20, September 20 and December 20 of each year, or the first business day
thereafter, beginning on June 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, 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.
INTEREST CALCULATION
Interest on each class of the 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 Class A-1
Notes or the Cut-Off Date with respect to the Class A-2 Notes, Class A-3 Notes
and Class A-4 Notes for the first Distribution Date).
Interest on the Class A-1 Notes will be calculated on a daily basis, based
upon the actual number of days elapsed 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.
PRIORITY OF PRINCIPAL PAYMENTS
Principal of the Notes will be paid on each payment 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 amount of principal distributed on each Distribution Date will
generally be the amount of principal paid on the Contracts and the unpaid
balance of liquidated Contracts received during the three month period ending on
the last day of the month preceding the month in which a Distribution
2
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Date occurs. If not paid sooner, each class of Notes will be paid in full on its
Final Scheduled Distribution Date.
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.
THE CONTRACTS
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 WFAL and
WFAL will divide the Contracts into two pools having relatively the same
characteristics. One pool containing Contracts representing 45% of the Cut-Off
Date Aggregate Scheduled Balance ($540,000,000) will be sold and assigned by
WFAL to WFSRC and on the Closing Date will be transferred and assigned by WFSRC
to the Trust. WFAL will sell the other pool containing Contracts representing
55% of the Cut-Off Date Aggregate Scheduled Balance ($660,000,000) directly to
the Trust on the Closing Date. The Trust will be established by the sale and
assignment of Contracts by WFAL and the transfer and assignment of Contracts by
WFSRC to the Trust on the Closing Date.
- The Trust receives the right to payments due under the Contracts on and
after (the "Cut-off Date").
- 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 14.66% and an expected weighted average remaining
maturity of approximately 61 months.
- Approximately 6.99% of the aggregate principal amount of the Contracts
will be "Rule of 78's Contracts" and approximately 93.01% will be "Simple
Interest Contracts".
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 WFAL of $48,000,000 (the "Spread Account Initial
Deposit"). 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 7% or 10% of the sum of the remaining principal
balance of the Simple Interest Contracts
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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.
If on the last day of any month or on any payment 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 amounts due to it, then to WFAL
until WFAL has received an amount equal to the Spread Account Initial Deposit
and finally to the Sellers. You will have no further rights to any such excess
cash.
THE NOTE POLICY
Financial Security will issue a policy (the "Note Policy") that will
guarantee all payments of principal and interest due to the Noteholders.
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 42 states listed below or an installment loan secured by a Financed
Vehicle. Most of the Contracts were purchased by WFS; however, a limited number
of Contracts, 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 herein 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>
ALL CONTRACTS CONTRACTS CONTRACTS
IN THE TRUST SOLD BY WFAL TRANSFERRED BY WFSRC
----------------- --------------- --------------------
<S> <C> <C> <C>
Outstanding Principal Balance(1)........... $1,200,001,402.19 $660,001,000.45 $540,000,401.74
Minimum.................................. $ 651.18 $ 652.91 $ 651.18
Maximum.................................. $ 78,825.54 $ 78,825.54 $ 55,208.79
Average.................................. $ 13,972.51 $ 13,994.04 $ 13,946.29
Number of Contracts........................ 85,883 47,163 38,720
Percentage of New Vehicles(1)............ 24.13% 24.30% 23.92%
Percentage of Used Vehicles(1)........... 75.87% 75.70% 76.08%
Financed Vehicles(1)
Automobiles.............................. 47.80% 47.81% 47.78%
Light Duty Trucks........................ 52.20% 52.19% 52.22%
Percentage of Rule of 78's Contracts(1).... 6.99% 6.97% 7.01%
Percentage of Simple Interest
Contracts(1)............................. 93.01% 93.03% 92.99%
Annual Percentage Rate ("APR")(1)
Minimum.................................. 5.90% 5.90% 5.99%
Maximum.................................. 30.00% 30.00% 30.00%
Weighted Average......................... 14.66% 14.66% 14.65%
Remaining Maturities(1)....................
Minimum.................................. 3 Months 3 Months 3 Months
Maximum.................................. 84 Months 84 Months 84 Months
Weighted Average......................... 61 Months 61 Months 61 Months
Original Maturities
Minimum.................................. 12 Months 12 Months 12 Months
Maximum.................................. 84 Months 84 Months 84 Months
Weighted Average......................... 64 Months 64 Months 64 Months
Percent over 60 Months................... 47.43% 47.73% 47.06%
</TABLE>
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(1) Information as of February 29, 2000. Contracts having Cut-Off Date Aggregate
Scheduled Balances of $1.2 billion will be included in the Trust. 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.
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<PAGE> 5
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 information concerning the Contracts presented herein is based upon a
pool of retail installment sales contracts and installment loans originated
through February 29, 2000.
DISTRIBUTION OF CONTRACTS BY APR(1)
<TABLE>
<CAPTION>
ALL CONTRACTS IN THE TRUST CONTRACTS SOLD BY WFAL
--------------------------------------------- -------------------------------------------
PERCENTAGE PERCENTAGE
OF OF
NUMBER AGGREGATE AGGREGATE NUMBER AGGREGATE AGGREGATE
OF PRINCIPAL PRINCIPAL OF PRINCIPAL PRINCIPAL
APR RANGE CONTRACTS BALANCE BALANCES(2) CONTRACTS BALANCE BALANCES(2)
--------- --------- ----------------- ------------- --------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
5.000% to 5.999%.... 3 $ 31,874.69 (3)% 2 $ 16,476.11 (3)%
6.000% to 6.999%.... 32 485,219.31 0.04 15 213,742.35 0.03
7.000% to 7.999%.... 686 12,063,408.22 1.01 358 6,228,722.66 0.94
8.000% to 8.999%.... 2,815 46,149,821.61 3.85 1,545 25,311,472.38 3.84
9.000% to 9.999%.... 5,017 80,447,459.73 6.70 2,794 44,898,981.80 6.80
10.000% to
10.999%............ 6,369 100,851,422.52 8.40 3,540 56,367,065.20 8.54
11.000% to
11.999%............ 5,886 96,348,901.04 8.03 3,166 52,071,969.57 7.89
12.000% to
12.999%............ 7,592 119,653,462.68 9.97 4,216 66,334,206.75 10.05
13.000% to
13.999%............ 6,724 106,360,420.11 8.86 3,649 57,588,970.36 8.73
14.000% to
14.999%............ 7,552 113,087,683.37 9.42 4,136 62,092,986.50 9.41
15.000% to
15.999%............ 7,306 105,305,388.02 8.78 4,010 57,630,127.54 8.73
16.000% to
16.999%............ 6,659 93,808,456.85 7.82 3,634 51,168,042.87 7.75
17.000% to
17.999%............ 5,773 76,812,555.00 6.40 3,188 42,796,441.10 6.48
18.000% to
18.999%............ 6,350 78,386,239.05 6.53 3,544 43,883,978.39 6.65
19.000% to
19.999%............ 4,315 51,360,415.94 4.28 2,307 27,711,392.77 4.20
20.000% to
20.999%............ 6,146 62,252,899.91 5.19 3,433 34,642,096.12 5.25
21.000% to
21.999%............ 3,606 31,332,839.75 2.61 1,960 17,026,598.49 2.58
22.000% to
22.999%............ 900 9,092,215.52 0.76 521 5,260,946.38 0.80
23.000% to
23.999%............ 494 4,777,014.65 0.40 265 2,582,252.95 0.39
24.000% to
24.999%............ 732 5,589,096.72 0.47 400 3,106,956.51 0.47
25.000% to
25.999%............ 363 2,540,668.93 0.21 197 1,366,182.69 0.21
26.000% to
26.999%............ 119 838,323.54 0.07 59 433,699.89 0.07
27.000% to
27.999%............ 55 420,400.31 0.04 32 252,744.86 0.04
28.000% to
28.999%............ 41 248,439.04 0.02 22 144,720.12 0.02
29.000% to
29.999%............ 344 1,734,851.52 0.14 167 853,191.37 0.13
30.000% and over.... 4 21,924.16 (3) 3 17,034.72 (3)
------ ----------------- ------ ------ --------------- ------
Total.............. 85,883 $1,200,001,402.19 100.00% 47,163 $660,001,000.45 100.00%
====== ================= ====== ====== =============== ======
<CAPTION>
CONTRACTS TRANSFERRED BY WFSRC
-------------------------------------------
PERCENTAGE
OF
NUMBER AGGREGATE AGGREGATE
OF PRINCIPAL PRINCIPAL
APR RANGE CONTRACTS BALANCE BALANCES(2)
--------- --------- --------------- -------------
<S> <C> <C> <C>
5.000% to 5.999%.... 1 $ 15,398.58 (3)%
6.000% to 6.999%.... 17 271,476.96 0.05
7.000% to 7.999%.... 328 5,834,685.56 1.08
8.000% to 8.999%.... 1,270 20,838,349.23 3.86
9.000% to 9.999%.... 2,223 35,548,477.93 6.58
10.000% to
10.999%............ 2,829 44,484,357.32 8.24
11.000% to
11.999%............ 2,720 44,276,931.47 8.20
12.000% to
12.999%............ 3,376 53,319,255.93 9.87
13.000% to
13.999%............ 3,075 48,771,449.75 9.03
14.000% to
14.999%............ 3,416 50,994,696.87 9.44
15.000% to
15.999%............ 3,296 47,675,260.48 8.83
16.000% to
16.999%............ 3,025 42,640,413.98 7.90
17.000% to
17.999%............ 2,585 34,016,113.90 6.30
18.000% to
18.999%............ 2,806 34,502,260.66 6.39
19.000% to
19.999%............ 2,008 23,649,023.17 4.38
20.000% to
20.999%............ 2,713 27,610,803.79 5.11
21.000% to
21.999%............ 1,646 14,306,241.26 2.65
22.000% to
22.999%............ 379 3,831,269.14 0.71
23.000% to
23.999%............ 229 2,194,761.70 0.41
24.000% to
24.999%............ 332 2,482,140.21 0.46
25.000% to
25.999%............ 166 1,174,486.24 0.22
26.000% to
26.999%............ 60 404,623.65 0.07
27.000% to
27.999%............ 23 167,655.45 0.03
28.000% to
28.999%............ 19 103,718.92 0.02
29.000% to
29.999%............ 177 881,660.15 0.16
30.000% and over.... 1 4,889.44 (3)
------ --------------- ------
Total.............. 38,720 $540,000,401.74 100.00%
====== =============== ======
</TABLE>
- -------------------------
(1) Information as of February 29, 2000. Contracts having Cut-Off Date Aggregate
Scheduled Balances of $1.2 billion will be included in the Trust. 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%.
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GEOGRAPHIC CONCENTRATION OF THE CONTRACTS(1)
<TABLE>
<CAPTION>
ALL CONTRACTS IN THE TRUST CONTRACTS SOLD BY WFAL
--------------------------------------------- -------------------------------------------
PERCENTAGE OF PERCENTAGE OF
AGGREGATE AGGREGATE AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL NUMBER OF PRINCIPAL PRINCIPAL
STATE(2) CONTRACTS BALANCE BALANCES CONTRACTS BALANCE BALANCES
-------- --------- ----------------- ------------- --------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
California........... 35,951 $ 468,369,338.32 39.03% 19,775 $258,248,158.49 39.13%
Arizona.............. 5,357 74,828,878.68 6.24 2,946 41,225,700.89 6.25
Texas................ 3,997 59,053,869.54 4.92 2,187 31,954,120.07 4.84
Florida.............. 3,431 56,233,771.13 4.69 1,885 30,704,553.66 4.65
Washington........... 4,302 56,112,428.38 4.68 2,349 30,875,054.20 4.68
Oregon............... 4,018 48,154,966.92 4.01 2,215 26,490,526.35 4.01
Colorado............. 2,800 40,159,810.73 3.35 1,522 21,958,115.15 3.33
Ohio................. 2,814 38,289,762.31 3.19 1,548 21,123,958.92 3.20
Nevada............... 2,071 32,564,684.98 2.71 1,134 17,843,173.93 2.70
North Carolina....... 1,788 28,760,835.92 2.40 994 16,097,423.96 2.44
Virginia............. 1,569 26,247,284.42 2.19 844 14,006,788.02 2.12
Illinois............. 1,509 23,896,684.41 1.99 822 12,958,009.79 1.96
South Carolina....... 1,450 23,420,133.06 1.95 780 12,550,900.64 1.90
Missouri............. 1,426 21,808,866.31 1.82 774 11,966,208.48 1.81
Utah................. 1,414 19,202,038.13 1.60 764 10,521,122.18 1.59
Tennessee............ 1,064 18,697,290.14 1.56 588 10,287,845.06 1.56
Georgia.............. 1,004 17,271,703.85 1.44 550 9,415,845.71 1.43
Alabama.............. 914 15,430,791.68 1.29 498 8,358,948.50 1.27
Maryland............. 712 12,453,626.82 1.04 401 7,145,914.82 1.08
Idaho................ 865 10,479,658.62 0.87 483 5,914,628.21 0.90
Pennsylvania......... 743 10,321,490.24 0.86 386 5,598,784.15 0.85
Michigan............. 706 10,131,788.47 0.84 389 5,706,317.80 0.86
Wisconsin............ 710 9,598,581.73 0.80 405 5,481,324.15 0.83
Indiana.............. 613 9,351,929.06 0.78 349 5,350,818.21 0.81
Kentucky............. 666 9,214,563.06 0.77 367 5,068,962.65 0.77
Massachusetts........ 551 8,335,033.19 0.69 294 4,456,646.83 0.68
Kansas............... 423 7,135,095.50 0.59 239 3,954,918.97 0.60
New Jersey........... 449 6,898,108.03 0.57 256 3,972,388.40 0.60
Delaware............. 364 5,357,636.54 0.45 209 3,013,701.94 0.46
Connecticut.......... 372 5,159,432.77 0.43 208 2,882,606.35 0.44
New Mexico........... 409 5,082,847.51 0.42 218 2,658,893.00 0.40
Mississippi.......... 284 4,787,477.84 0.40 154 2,623,432.38 0.40
Iowa................. 258 4,054,361.79 0.34 145 2,298,636.27 0.35
Oklahoma............. 264 3,841,962.14 0.32 147 2,177,477.13 0.33
West Virginia........ 218 3,710,063.64 0.31 124 2,191,326.00 0.33
Wyoming.............. 111 1,796,409.03 0.15 64 998,559.09 0.15
New Hampshire........ 101 1,248,656.05 0.10 56 689,499.30 0.10
Rhode Island......... 62 786,483.43 0.07 32 376,158.19 0.06
Nebraska............. 47 723,345.35 0.06 29 450,225.54 0.07
Minnesota............ 38 551,213.15 0.05 14 192,027.41 0.03
Maine................ 29 365,013.60 0.03 14 148,967.40 0.02
New York............. 6 71,417.03 0.01 4 47,351.04 0.01
Hawaii............... 3 42,068.69 (3) 1 14,981.22 (3)
------ ----------------- ------ ------ --------------- ------
TOTAL............... 85,883 $1,200,001,402.19 100.00% 47,163 $660,001,000.45 100.00%
====== ================= ====== ====== =============== ======
<CAPTION>
CONTRACTS TRANSFERRED BY WFSRC
-------------------------------------------
PERCENTAGE OF
AGGREGATE AGGREGATE
NUMBER OF PRINCIPAL PRINCIPAL
STATE(2) CONTRACTS BALANCE BALANCES(2)
-------- --------- --------------- -------------
<S> <C> <C> <C>
California........... 16,176 $210,121,179.83 38.91%
Arizona.............. 2,411 33,603,177.79 6.22
Texas................ 1,810 27,099,749.47 5.02
Florida.............. 1,546 25,529,217.47 4.73
Washington........... 1,953 25,237,374.18 4.67
Oregon............... 1,803 21,664,440.57 4.01
Colorado............. 1,278 18,201,695.58 3.37
Ohio................. 1,266 17,165,803.39 3.18
Nevada............... 937 14,721,511.05 2.73
North Carolina....... 794 12,663,411.96 2.35
Virginia............. 725 12,240,496.40 2.27
Illinois............. 687 10,938,674.62 2.03
South Carolina....... 670 10,869,232.42 2.01
Missouri............. 652 9,842,657.83 1.82
Utah................. 650 8,680,915.95 1.61
Tennessee............ 476 8,409,445.08 1.56
Georgia.............. 454 7,855,858.14 1.45
Alabama.............. 416 7,071,843.18 1.31
Maryland............. 311 5,307,712.00 0.98
Idaho................ 382 4,565,030.41 0.85
Pennsylvania......... 357 4,722,706.09 0.87
Michigan............. 317 4,425,470.67 0.82
Wisconsin............ 305 4,117,257.58 0.76
Indiana.............. 264 4,001,110.85 0.74
Kentucky............. 299 4,145,600.41 0.77
Massachusetts........ 257 3,878,386.36 0.72
Kansas............... 184 3,180,176.53 0.59
New Jersey........... 193 2,925,719.63 0.54
Delaware............. 155 2,343,934.60 0.43
Connecticut.......... 164 2,276,826.42 0.42
New Mexico........... 191 2,423,954.51 0.45
Mississippi.......... 130 2,164,045.46 0.40
Iowa................. 113 1,755,725.52 0.33
Oklahoma............. 117 1,664,485.01 0.31
West Virginia........ 94 1,518,737.64 0.28
Wyoming.............. 47 797,849.94 0.15
New Hampshire........ 45 559,156.75 0.10
Rhode Island......... 30 410,325.24 0.08
Nebraska............. 18 273,119.81 0.05
Minnesota............ 24 359,185.74 0.07
Maine................ 15 216,046.20 0.04
New York............. 2 24,065.99 (3)
Hawaii............... 2 27,087.47 (3)
------ --------------- ------
TOTAL............... 38,720 $540,000,401.74 100.00%
====== =============== ======
</TABLE>
- -------------------------
(1) Information as of February 29, 2000. Contracts having Cut-Off Date Aggregate
Scheduled Balances of $1.2 billion will be included in the Trust. 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) Less than 0.01%.
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
6
<PAGE> 7
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 "Percent of Initial Note Principal Amount at Various
ABS Percentages" (the "ABS Table") has been prepared on the basis of the
characteristics of the Contracts described under "The Contract 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 Notes on each Distribution Date (and each such
date is assumed to be the twentieth day of each applicable month),
- WFSRC does not exercise its Optional Repurchase right, and
- the Sellers 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, 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 ASSUMED TO MATURITY TO MATURITY
POOL BALANCE APR CUT-OFF DATE (IN MONTHS) (IN MONTHS)
---- ----------------- ------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
1........................ $ 54,623,885.16 17.994% 3/1/00 34 36
2........................ $ 125,738,396.92 16.938% 3/1/00 47 50
3........................ $ 536,580,545.62 15.175% 3/1/00 58 61
4........................ $ 424,993,702.38 13.276% 3/1/00 69 72
5........................ $ 58,064,872.11 11.910% 3/1/00 80 83
-----------------
Total.................. $1,200,001,402.19
=================
</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
7
<PAGE> 8
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.
PERCENTAGE OF INITIAL NOTE BALANCE AT VARIOUS ABS PERCENTAGES
<TABLE>
<CAPTION>
CLASS A-1 NOTES CLASS A-2 NOTES
--------------------------------- ---------------------------------
DISTRIBUTION DATE 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>
3/15/00................... 100 100 100 100 100 100 100 100
6/20/00................... 80 64 50 37 100 100 100 100
9/20/00................... 60 28 1 0 100 100 100 85
12/20/00................... 38 0 0 100 95 71 48
3/20/01................... 16 100 73 42 13
6/20/01................... 0 96 52 14 0
9/20/01................... 80 30 0
12/20/01................... 65 10
3/20/02................... 48 0
6/20/02................... 31
9/20/02................... 14
12/20/02................... 0
3/20/03...................
6/20/03...................
9/20/03...................
12/20/03...................
3/20/04...................
6/20/04...................
9/20/04...................
12/20/04...................
3/20/05...................
Weighted Average Life
(years)(1)(2)............. 0.75 0.49 0.39 0.36 2.10 1.41 1.08 0.88
<CAPTION>
CLASS A-3 NOTES CLASS A-4 NOTES
--------------------------------- ---------------------------------
DISTRIBUTION DATE 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>
3/15/00................... 100 100 100 100 100 100 100 100
6/20/00................... 100 100 100 100 100 100 100 100
9/20/00................... 100 100 100 100 100 100 100 100
12/20/00................... 100 100 100 100 100 100 100 100
3/20/01................... 100 100 100 100 100 100 100 100
6/20/01................... 100 100 100 82 100 100 100 100
9/20/01................... 100 100 89 53 100 100 100 100
12/20/01................... 100 100 66 26 100 100 100 100
3/20/02................... 100 90 44 1 100 100 100 100
6/20/02................... 100 72 24 0 100 100 100 73
9/20/02................... 100 54 5 100 100 100 47
12/20/02................... 96 37 0 100 100 84 0
3/20/03................... 79 21 100 100 64
6/20/03................... 63 7 100 100 47
9/20/03................... 46 0 100 90 0
12/20/03................... 28 100 73
3/20/04................... 10 100 57
6/20/04................... 0 92 44
9/20/04................... 70 0
12/20/04................... 48
3/20/05................... 0
Weighted Average Life
(years)(1)(2)............. 3.57 2.72 2.08 1.67 4.79 4.17 3.25 2.56
</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 Note.
(2) This calculation assumes that WFSRC 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 7
(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.
REDEMPTION OF SECURITIES AND REPURCHASE OF CONTRACTS:
OPTIONAL REPURCHASE OF CONTRACTS BY WFSRC
WFSRC may repurchase all of the Contracts it has sold to the Trust on any
Distribution Date prior to which it has given notice that it is exercising its
right to repurchase all of those Contracts 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 it has sold to the Trust is equal to or less than $108,000,000 (an
"Optional Repurchase"). If WFSRC exercises its Optional Repurchase right, WFSRC
will pay the Trust, in addition to the Scheduled Balances of the Contracts being
repurchased, which amount is the "Base Price," a Repurchase Premium which will
be a percentage of the Base Price.
8
<PAGE> 9
<TABLE>
<CAPTION>
IF THE BASE PRICE IS: THE REPURCHASE PREMIUM IS:
- ------------------------------------------------ ------------------------------------------------
<S> <C>
$108,000,000 or less, but more than $81,000,000 2% of the Base Price
less than $81,000,000, but more than $54,000,000 1% of the Base Price
equal to or less than $54,000,000 zero
</TABLE>
PREPAYMENT FOLLOWING OPTIONAL REPURCHASE BY WFSRC
If WFSRC exercises its Optional Repurchase right as described above:
- the Base Price will be treated as Collections and distributed to the
Noteholders on the related Distribution Date in addition to the
distributions to which the Noteholders would then otherwise be entitled
to receive,
- the amount received for each class of Notes outstanding on the
Distribution Date on which WFSRC repurchases the Contracts sold by it to
the Trust as the Repurchase Premium will be distributed pro rata after
giving effect to distributions on that Distribution Date other than of
the Base Price by the Indenture Trustee to the Holders of record as of
the Record Date related to that Distribution Date on that Distribution
Date, and
- the repurchased Contracts will be transferred back to WFSRC 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 (i) sold to the Trust by WFAL is equal to or less than $66,000,000 and
(ii) transferred to the Trust by WFSRC is equal to or less than $54,000,000,
WFAL and WFSRC may each purchase all of the Contracts each has sold or
transferred, respectively, to the Trust.
OPTIONAL REDEMPTION AND PREPAYMENT
If WFAL and WFSRC purchase all of the Contracts of the Trust pursuant to 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
- 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.
9
<PAGE> 10
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 fund should consult its legal advisers
regarding the eligibility of such 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
("ERISA"). 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.
10
<PAGE> 11
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 sold to WFAL and WFS Financial Auto Loans 2, Inc. as of December
31, 1995 through 1999 and (ii) the loss experience for such contracts originated
and serviced by WFS and its affiliates, including contracts subsequently sold to
WFAL for the years ended December 31, 1995 through 1999. 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>
DECEMBER 31,
------------------------------------------------------------------------------------
1999 1998 1997 1996
---------------------- ---------------------- ---------------------- ---------
NUMBER NUMBER NUMBER NUMBER
OF AMOUNT OF AMOUNT OF AMOUNT OF
CONTRACTS (2) CONTRACTS (2) CONTRACTS (2) CONTRACTS
--------- ---------- --------- ---------- --------- ---------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Contracts Serviced(2)... 524,709 $5,354,385 464,257 $4,367,099 408,958 $3,680,817 341,486
======= ========== ======= ========== ======= ========== =======
Period of delinquency(3)
31 - 59 days........... 12,868 $ 107,416 13,885 $ 112,208 6,605 $ 54,450 4,511
60 - 89 days........... 3,511 29,738 3,966 32,100 2,161 18,652 1,305
90 days or more........ 1,711 14,872 1,768 14,441 918 7,762 567
------- ---------- ------- ---------- ------- ---------- -------
Total contracts and
amount delinquent.... 18,090 $ 152,026 19,619 $ 158,749 9,684 $ 80,864 6,383
======= ========== ======= ========== ======= ========== =======
Delinquencies as a
percentage of number
and amount of contracts
outstanding............ 3.45% 2.84% 4.23% 3.64% 2.37% 2.20% 1.87%
======= ========== ======= ========== ======= ========== =======
<CAPTION>
DECEMBER 31,
-----------------------------------
1996 1995
---------- ----------------------
NUMBER
AMOUNT OF AMOUNT
(2) CONTRACTS (2)
---------- --------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Contracts Serviced(2)... $3,046,585 258,665 $2,209,594
========== ======= ==========
Period of delinquency(3)
31 - 59 days........... $ 38,173 2,180 $ 18,557
60 - 89 days........... 11,470 690 6,143
90 days or more........ 5,144 308 2,701
---------- ------- ----------
Total contracts and
amount delinquent.... $ 54,787 3,178 $ 27,401
========== ======= ==========
Delinquencies as a
percentage of number
and amount of contracts
outstanding............ 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>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Contracts Serviced
At end of period(2)........................................ $5,354,385 $4,367,099 $3,680,817 $3,046,585 $2,209,594
========== ========== ========== ========== ==========
Average during period(2)................................... $4,839,514 $4,006,185 $3,383,570 $2,627,622 $1,886,359
========== ========== ========== ========== ==========
Gross charge offs of contracts during period............... $ 150,518 $ 173,422 $ 136,773 $ 86,464 $ 48,999
Recoveries of contracts charged off in current and prior
periods.................................................. 47,581 36,230 34,634 25,946 18,715
---------- ---------- ---------- ---------- ----------
Net charge offs............................................ $ 102,937 $ 137,192 $ 102,139 $ 60,518 $ 30,284
========== ========== ========== ========== ==========
Net charge offs as a percentage of contracts outstanding
during period............................................ 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.
11
