<PAGE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 10, 2000
Structured Asset Securities Corporation
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 333-49129 74-2440858
- - --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 VESEY STREET, NEW YORK, NEW YORK 10285
- - --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 526-7000
----------------
(Former Name or Former Address, if Changed Since Last Report)
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS.
It is expected that during March 2000, a single series of
certificates, expected to be titled LB-UBS, Commercial Mortgage Pass-Through
Certificates, Series 2000-C1 (the "Certificates"), will be issued pursuant to a
pooling and servicing agreement, to be entered into by and among Structured
Asset Securities Corporation (the "Registrant") and a master servicer, a
special servicer and a trustee. It is expected that certain classes of the
Certificates (the "Underwritten Certificates") will be registered under the
Registrant's registration statement on Form S-3 (no. 333-49129) and sold to
Lehman Brothers Inc. ("Lehman Brothers") and one or more other underwriters
(the "Underwriters") pursuant to an underwriting agreement to be entered into
by and among the Registrant and the Underwriters.
In connection with the expected sale of the Underwritten
Certificates, Lehman Brothers on behalf of the Underwriters has advised the
Registrant that prospective investors have been furnished certain information
attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 that may be considered
"Computational Materials" (as defined in the no-action letter dated May 20,
1994 issued by the Division of Corporation Finance of the Securities and
Exchange Commission (the "Commission") to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder Structured
Asset Corporation and the no-action letter dated May 27, 1994 issued by the
Division of Corporation Finance of the Commission to the Public Securities
Association) and/or "ABS Term Sheets" (as defined in the no-action letter
dated February 17, 1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association).
The materials attached hereto have been prepared and provided to the
Registrant with respect to the underwritten Certificates. The information in
such materials is preliminary and will be superseded by a final prospectus
relating to the Underwritten Certificates and by any other information
subsequently filed with the Commission. To the extent any materials previously
filed by the Registrant with respect to the Underwritten Certificates are
inconsistent with the materials attached hereto, such previously filed
materials are superseded by the materials attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION:
Not applicable.
2
<PAGE>
(c) EXHIBITS:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
99.1 Certain materials constituting Computational Materials and/or
ABS Term Sheets and disseminated in connection with the
expected sale of the Underwritten Certificates.
99.2 Certain materials constituting Computational Materials and/or
ABS Term Sheets and disseminated in connection with the
expected sale of the Underwritten Certificates.
99.3 Certain materials constituting Computational Materials and/or
ABS Term Sheets and disseminated in connection with the
expected sale of the Underwritten Certificates.
99.4 Certain materials constituting Computational Materials and/or
ABS Term Sheets and disseminated in connection with the
expected sale of the Underwritten Certificates.
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: February 11, 2000
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Paul Hughson
------------------------------
Name: Paul Hughson
----------------------------
Title: Senior Vice President
---------------------------
4
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Page No.
<S> <C> <C>
99.1 Certain materials constituting Computational
Materials and/or ABS Term Sheets and disseminated
in connection with the expected sale of the
Underwritten Certificates.
99.2 Certain materials constituting Computational
Materials and/or ABS Term Sheets and disseminated
in connection with the expected sale of the
Underwritten Certificates.
99.3 Certain materials constituting Computational
Materials and/or ABS Term Sheets and disseminated
in connection with the expected sale of the
Underwritten Certificates.
99.4 Certain materials constituting Computational
Materials and/or ABS Term Sheets and disseminated
in connection with the expected sale of the
Underwritten Certificates.
</TABLE>
5
<PAGE>
Exhibit 99.1
WESTFIELD PORTFOLIO
South Shore Mall, Bay Shore, NY
Downtown Plaza, Sacramento, CA
Eastland Center, West Covina, CA
$215,780,000
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
1
Notice to All Potential Investors
================================================================================
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected therein. We make no representations
regarding the reasonableness of such assumptions or the likelihood that any of
such assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy and sell, securities backed by the mortgage loans
mentioned herein or derivatives thereof (including options).
INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON
THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE ASSETS
OR REAL PROPERTIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING
SUCH ASSETS AND PROPERTIES. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE
ASSETS OR REAL PROPERTIES DISCUSSED HEREIN OR OTHERWISE, IS SUBJECT TO
COMPLETION AND CHANGE AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY
FINAL OFFERING MEMORANDUM FOR ANY RELATED SECURITIES ACTUALLY SOLD TO YOU.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
2
Overview
================================================================================
o Transaction Overview
o Sponsorship
o Loan Summary
o Consolidated Portfolio
- Property Information
- Sales Highlights
- In-Line Lease Rollover Profile
- Financial Highlights
o South Shore Mall
- Property Highlights
- Sales Highlights
- In-Line Lease Rollover Profile
- Financial Highlights
- Competitive Retail Properties
o Downtown Plaza
- Property Highlights
- Sales Highlights
- In-Line Lease Rollover Profile
- Financial Highlights
- Competitive Retail Properties
o Eastland Center
- Property Highlights
- Sales Highlights
- In-Line Lease Rollover Profile
- Financial Highlights
- Competitive Retail Properties
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
3
Westfield Portfolio
Transaction Overview
================================================================================
o $215,780,000 first mortgage loan
- Expected shadow rating of BBB
- 10 year term (ARD)
- fixed interest rate of 8.177%
- 30-year amortization
- Hyper-amortization feature
o The loan is secured by fee simple interests in three properties that are
cross-collateralized and cross-defaulted: South Shore Mall, Downtown
Plaza, and Eastland Center. The loan is also secured by a leasehold
interests in one 7,500 sf parcel of Downtown Plaza which is leased from
the State of California and a parcel leased from Federated.
- South Shore Mall, a 1,143,112 square foot super-regional mall
located in Bay Shore, New York, opened in 1963 and was renovated in
1997. It is anchored by Sears, Lord & Taylor, Macy's and JC Penney
and includes 285,851 square feet of in-line space.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
4
Westfield Portfolio
Transaction Overview (cont'd)
================================================================================
- Downtown Plaza, also a super-regional mall encompassing 1,191,347
square feet including 908,414 square feet of retail space and 282,
933 square feet of office, is located in the CBD of Sacramento,
California. The retail component of the complex was constructed in
1971 and the three office buildings in 1972, 1976 and 1981,
respectively. The retail mall was last renovated in 1993. Anchors
include Macy's and Macy's Men's and Furniture in addition to 404,914
square feet of in-line space and 282,933 square feet of office
space.
- Eastland Center, a 846,781 square feet power center, is located in
West Covina, California. The property was originally opened in 1957
as a two-level regional center and was renovated in 1998. Target,
Burlington Coat Factory and Mervyns anchor the center, with
additional in-line tenants comprising 544,981 square feet.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
5
Westfield Portfolio
Transaction Overview (cont'd)
================================================================================
o All three properties are owned and managed by Westfield America, the third
largest regional mall REIT (based on owned GLA) in the United States.
Westfield owns or has an interest in 56 properties, including 35 regional
and super-regional malls branded as "Westfield Shoppingtowns". The
Westfield Shoppingtowns include clusters of retail centers in metropolitan
markets of eight states.
o The loan features investment grade characteristics:
- Initial aggregate loan-to-appraised value of 53%
- DSCR of 1.52x (1.69x at the anticipated repayment date based on a
projected loan balance of $193.8 million) utilizing underwritten net
cash flow and the loan constant of 8.95%
o Structural features include:
- Hard lockbox for debt service, taxes, insurance and ground rent
- Reserves for tenant improvements, leasing commissions, operating
expenses and capital expenditures if the DSCR falls below 1.25x.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
6
Westfield Portfolio
Sponsorship
================================================================================
o Westfield America, Inc. (NYSE: WEA) is a REIT that currently owns or holds
an interest in 56 properties, including 35 regional and super-regional
shopping malls and 3 power centers. These properties comprise 35.9 million
square feet of retail space and are located in eight different states.
o Westfield America, Inc. is the third largest regional mall REIT (based on
owned GLA) in the United States.
o Westfield America, Inc. is externally managed by Westfield Corporation,
Inc., a U.S. subsidiary of Westfield Holdings Limited, Sidney, Australia,
all part of the Westfield Group ("Westfield").
o Westfield acts as a developer, architect, builder, property manager and
funds manager for an $11.1 billion portfolio of shopping center assets
that comprise 60.3 million square feet of retail space. The market
capitalization of the entities that make up Westfield was $8.9 billion as
of June 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
7
Westfield Portfolio
Loan Summary
================================================================================
o Loan Amount: $215,780,000 split into two notes:
$177,100,000 A Note & $38,680,000 B Note
o Loan Description: Three cross-collateralized and cross-
defaulted fixed rate loans secured by
first lien fee and leasehold, first lien
interests in three properties. However,
payments on B Note are subordinate to
payments on the A Note.
o Collateral: Portfolio consisting of two regional
malls(1) and one retail power center
o Borrowers: Separate special purpose, bankruptcy
remote entities for each collateral
asset
(1) All retail anchors with the exception of Macy's and Macy's Men's &
Furniture stores, which own their own pad and improvements at the Downtown
Plaza property, are collateral for the loan.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
8
Westfield Portfolio
Loan Summary (cont'd)
================================================================================
o Sponsor: Westfield America Limited Partnership
o Interest Rate: 8.177%
o Anticipated Repayment Date: December 11, 2009
o Final Maturity Date: December 11, 2029
o Amortization: 30 years; hyper-amortization(1)
commencing after the Anticipated
Repayment Date.
o Lockout Period: Later of 1) two years from
securitization or 2) three years from
closing
(1) The interest rate for the Westfield Mall loan after the Anticipated
Repayment Date shall be fixed at the greater of: the sum of the regular
interest rate plus 4%, or the sum of the yield on a US Treasury Note with
a term equal to the term of the loan from the Anticipated Repayment Date
to the Final Maturity Date plus 4%. After the Anticipated Repayment Date,
available excess cash flow will be used to pay down any outstanding
principal.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
9
Westfield Portfolio
Loan Summary (cont'd)
================================================================================
o Prepayment: Prepayable in whole after lockout period
subject to defeasance calculated at
treasuries flat. 90-day prepayment
window without penalty prior to
Anticipated Repayment Date.
o Substitution: Substitution through defeasance or
comparable property subject to rating
agency approval, lender approval and
maintenance of LTV and DSCR prior to
substitution. Any substitute property
will 1) have at least 125% of the
allocated loan amount of the property
being replaced and 2) not represent more
than 100% of the aggregate value of the
mortgaged properties prior to
substitution (i.e., Eastland only).
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
10
Westfield Portfolio
Loan Summary (cont'd)
================================================================================
o Cash Management: Hard lockbox for debt service and tax
and insurance amounts.
o Reserves: If DSCR falls below 1.25x or if an event
of default occurs, lockbox will be
established for replacement reserves,
leasing commissions and tenant
improvements and operating expenses.
o Subordinate Debt: None allowed
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
11
Westfield Portfolio
Property Information
================================================================================
Consolidated Portfolio
<TABLE>
<CAPTION>
- - ---------------- --------------- ------------- -------------- --------------- ---------------- -------------------------
Current Historic
Total In-line GLA In-Line In-Line
Property Location GLA (SF) (SF)(1) Occupancy(1,2) Occupancy(1,3) Anchors
- - ---------------- --------------- ------------- -------------- --------------- ---------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
South Shore Mall Bay Shore, NY 1,143,112 285,851 92.7% 87%, 81%, 92% Macy's, Sears, JC Penney
and Lord & Taylor
Downtown Plaza Sacramento, CA 1,191,347 687,847 88.7% 87%, 91%, 91% Macy's and Macy's
Men's & Furniture
Eastland Center West Covina, CA 846,781 544,981 100.0% 100%, 94%, 76% Target, Burlington Coat
--------- --------- ------ -------------- Factory and Mervyn's
TOTAL/WEIGHTED AVERAGE(4): 3,181,240 1,518,679 93.1% 92%/ 90%/ 86%
</TABLE>
(1) Includes 282,933 sf office space for Downtown Plaza.
(2) Current In-Line Occupancy as of October 1999 rent roll.
(3) Historic In-Line Occupancy shown in order of: 12/98, 12/97, 12/96.
(4) Weighted average for current and historic in-line occupancy based on each
property's proportionate GLA square footage.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
12
Westfield Portfolio
Property Information (cont'd)
================================================================================
Consolidated Portfolio
<TABLE>
<CAPTION>
- - ---------------- ------------- ----------- --------------- ---------- ---------------- ---------
Allocated Allocated
Loan Loan Amt Appraised Underwritten
Property Amount (1) PSF (1) Value (2) LTV Net Cashflow(3) DSCR
- - ---------------- ------------- ----------- --------------- ---------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
South Shore Mall $88,432,000 $77 $177,400,000 50.0% $11,361,133 1.43x
Downtown Plaza 85,861,500 125(4) 163,200,000 53.0 12,486,865 1.62
Eastland Center 41,486,500 49 67,000,000 62.0 5,487,080 1.48
------------ --- ------------ ---- ----------- ----
TOTAL/WEIGHTED AVERAGE: $215,780,000 $91 $407,600,000 53.0% $29,335,078 1.52x
</TABLE>
(1) Based on Total GLA square footage.
(2) As of June 30, 1999.
(3) See Consolidated Financial Highlights section and Financial Highlights for
individual properties.
(4) Based on loan collateral square footage.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
13
Westfield Portfolio
Sales Highlights
================================================================================
Consolidated Portfolio
<TABLE>
<CAPTION>
- - ----------------- ----------------- ------------ -------------- ------------- -------------
1998 1999 1999
1998 Total In-line 1999 Total In-line Sales Occupancy
Property Mall Sales Sales PSF Mall Sales(1) PSF(1) Cost(2)
- - ----------------- ----------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
South Shore Mall $195,149,000 $384 $216,725,000 $381 14.3%
Downtown Plaza 184,118,000 307 187,558,000 314 12.9
Eastland Center 146,500,000 230 156,446,000 217 4.0
------------ ---- ------------ ---- ----
TOTAL/WEIGHTED AVERAGE(3): $525,767,000 $314 $560,729,000 $299 9.3%
</TABLE>
(1) Based on actuals for six months through 6/30/99 and borrower's projections
for six months 7/1/99 through 12/31/99.
(2) Based on trailing twelve months ending 9/30/99.
(3) Based on proportionate retail in-line square footage for each property.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
14
Westfield Portfolio
In-Line Lease Rollover Profile(1)
================================================================================
Consolidated Portfolio
[The following table was represented as a chart in the printed material.]
% of GLA Expiring Cumulative Expiration
----------------- ---------------------
2000 3.9% 3.9%
2001 3.4% 7.2%
2002 6.7% 13.9%
2003 11.9% 25.8%
2004 5.4% 31.1%
2005 6.6% 37.8%
2006 6.1% 43.8%
2007 6.4% 50.3%
2008 9.9% 60.2%
2009 20.6% 80.7%
(1) Based upon the expiration of in-line leases currently in place.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
15
Westfield Portfolio
Financial Highlights
================================================================================
Consolidated Portfolio
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
UW
1997 1998 1999(1) Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $39,542,997 $43,017,256 $46,490,900 $49,159,547
o Operating Expenses 16,344,268 15,991,895 15,892,100 17,805,692
----------- ----------- ----------- -----------
o Net Operating Income $23,198,729 $27,025,361 $30,598,800 $31,353,855
o TI, LC & Replacement Reserves 2,018,777
-----------
o Net Cash Flow $29,335,078
===========
</TABLE>
(1) Trailing 12 months ending September 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
16
Westfield Portfolio
Financial Highlights (cont'd)
================================================================================
Consolidated Portfolio
Underwriting Assumptions
o Revenues:
- Underwritten Base Rent is based on the 10/1/99 rent roll.
- All additional underwritten income categories including Expense
Recoveries, Percentage Rent, and Other Income are based on the
borrower's 1999 budget.
o Operating Expenses:
- Underwritten Operating Expenses except Management Fees are based on
the borrower's 1999 budget.
- Underwritten Management Fees are calculated at 4% of EGI, less
Expense Recoveries.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
17
Westfield Portfolio
Financial Highlights (cont'd)
================================================================================
Consolidated Portfolio
Underwriting Assumptions (cont'd)
o Capital Expenditures:
- Underwritten Replacement Reserves are $0.30 psf.
- No leasing commissions were applied since the borrower pays them
from its management fee, per the management contract.
- No tenant improvements were applied to anchor space. In-line tenant
improvements were calculated with the following assumptions:
Renewal Lease New TI Renewal
Property Probability Term (yrs) ($ psf) TI ($psf)
---------------- ----------- ---------- ------- ---------
South Shore Mall 75% 10 $20.00 $10.00
Downtown Plaza 75% 10 $17.50 $10.00
Eastland Center 80% 12 $17.50 $8.75
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
18
Westfield Portfolio
South Shore Mall, Bay Shore (Long Island), New York
================================================================================
[PHOTO OMITTED]
[PHOTO OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
19
Westfield Portfolio
South Shore Mall, Bay Shore (Long Island), New York
================================================================================
[MAP OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
20
Westfield Portfolio
Property Highlights
================================================================================
South Shore Mall
o Location: Bay Shore (Long Island), New York
o Property: 1,143,112 sf super-regional mall
o Overall Occupancy: 98.1% as of October 1, 1999
o In-line Occupancy: 92.7% as of October 1, 1999
o Year Built/Renovated: 1963/ 1997 and 1998
o Borrower's Property Interest: Fee
o Anchor Tenants: Lord & Taylor (120,000 sf), Macy's
(318,804 sf), Sears (216,341 sf), JC
Penney (202,116 sf)
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
21
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
South Shore Mall
o Sales Figures:
- Estimated 1999 Total
Sales(1): $216,725,000
- Estimated 1999
In-Line Sales(1): $381 psf
o 1999 Occupancy Cost(2): 14.3% of Sales
o Appraised Value: $177,400,000
o LTV: 50% based on allocated loan amount of
$88,432,000
(1) Based on six months of actuals through 6/30/99 and six months of
borrower's projection 7/1/99 through 12/31/99.
(2) Calculated trailing twelve months ending 9/30/99 for in-line space only.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
22
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
South Shore Mall
o DSCR (NCF): 1.43x(1)
o DSCR (NCF) at ARD: 1.60x(2)
(1) Calculated based on underwritten net cash flow of $11,361,133 and annual
debt service of $7,917,927.
(2) Calculated based on projected balance of $79,437,054 at the Anticipated
Repayment Date.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
23
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
South Shore Mall
o South Shore Mall is a 1,143,112 sf super-regional shopping mall located in
Bay Shore on Long Island, Suffolk County, New York. The mall was
originally built in 1963. In 1997, it underwent renovations that entailed
the addition of a Sears store and 40,000 sf of specialty stores.
Simultaneously, the center was also renovated with a new floor, skylights
and a new food court. A new Lord & Taylor store joined the center in 1998.
o The nearest competitive property to South Shore Mall is 12 miles west of
it.
o The addition of Sears and Lord & Taylor combined with the mall expansion
and renovation have strengthened the center's market position in the Long
Island retail market. In 1998, sales increased more than 14%.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
24
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
---------- -------- ---------- --------------
South Shore Mall % Long-Term
Square of Total Lease Credit Ratings
Footage GLA Expiration (Moody's/S&P)
---------- -------- ---------- --------------
o Anchors
- Macy's (Federated) 318,804 27.9% 1/31/12 Baa1 / BBB+
- Sears 216,341 18.9 9/17/12 A3 / A-
- JC Penney 202,116 17.7 4/30/02 A3 / BBB+
- Lord & Taylor (May) 120,000 10.5 1/31/59 A1 / A+
--------- -----
Subtotal: Anchor Tenants 857,261 75.0%
o Major Tenants
- Record Town 13,312 1.2% 7/31/07 NR / NR
- Lerner New York 12,158 1.1 1/31/03 A2 / A
--------- -----
Subtotal: Major Tenants 25,470 2.3%
o Mall Stores 260,381 22.8%
o Total GLA 1,143,112 100.0%
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
25
Westfield Portfolio
Sales Highlights
================================================================================
------ ------ ------ ------
South Shore Mall 1996 1997 1998 1999
------ ------ ------ ------
o Total Mall Sales ($ million) (1) $141.1 $150.4 $195.1 $216.7
o In-Line Store Sales Per Square Foot (1) $287 $339 $384 $381
o Mall Store Occupancy Cost (2) 15.0% 16.2% 15.5% 14.3%
o In-Line Occupancy (3) 92.0 81.0% 87.0% 92.7%
o Overall Occupancy (3) 97.9% 95.1% 96.6% 98.1%(2)
(1) Does not include sales for Lord & Taylor in 1996, 1997 or 1998 and Sears
in 1996 and 1997. Lord & Taylor became a tenant in 1998 and Sears in 1997.
1999 sales are estimated based on six months of actuals through 6/30/99
and six months of borrower's projections 7/1/99 through 12/31/99.
(2) For calendar year 1996, 1997, 1998 and trailing twelve months through
9/30/99.
(3) As of 12/31/96, 12/31/97, 12/31/98 and 10/1/99.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
26
Westfield Portfolio
In-line Lease Rollover Profile(1)
================================================================================
South Shore Mall
[The following table was represented as a chart in the printed material.]
% of GLA Expiring Cumulative Expiration
----------------- ---------------------
2000 2.8% 2.8%
2001 5.3% 8.1%
2002 3.6% 11.7%
2003 10.6% 22.4%
2004 5.4% 27.8%
2005 11.5% 39.3%
2006 3.3% 42.7%
2007 10.5% 53.1%
2008 19.5% 72.6%
2009 19.4% 92.1%
(1) Based upon the expiration of in-line leases currently in place.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
27
Westfield Portfolio
Financial Highlights
================================================================================
South Shore Mall
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
UW
1997 1998 1999(1) Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $15,993,051 $18,004,796 $20,629,100 $20,018,090
o Operating Expenses 6,945,958 6,779,875 7,378,400 8,240,151
----------- ----------- ----------- -----------
o Net Operating Income $9,047,093 $11,224,921 $13,250,700 $11,777,939
o TI, LC & Replacement Reserves 416,806
-----------
o Net Cash Flow $11,361,133
===========
</TABLE>
(1) Trailing 12 months ending September 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
28
Westfield Portfolio
Financial Highlights (cont'd)
================================================================================
South Shore Mall
Underwriting Assumptions
o Revenues:
- Underwritten Base Rent is based on the 10/1/99 rent roll.
- All underwritten additional income categories including Expense
Recoveries, Percentage Rent, and Other Income are based on the
borrower's 1999 budget.
o Operating Expenses:
- Underwritten Operating Expenses except Management Fees are based on
the borrower's 1999 budget.
- Underwritten Management Fees are calculated at 4% of EGI, less
Expense Recoveries.
o TI, LC and Replacement Reserves:
- Underwritten Replacement Reserves are $0.30 psf.
- Tenant improvements for in-line space are calculated based on a 10
year lease term, 75% renewal probability, $20.00 psf for new
tenants, and $10.00 psf for renewals. No tenant improvements are
applied to anchor space. No leasing commissions were applied since
the borrower pays them from its management fee, per the management
contract.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
29
Westfield Portfolio
Competitive Retail Properties
================================================================================
South Shore Mall
<TABLE>
<CAPTION>
- - --------------------- ------------------------ ----------------- ----------- ----------------------
Property Location Renovated Size (sf) Anchor/Major Tenants
- - --------------------- ------------------------ ----------------- ----------- ----------------------
<S> <C> <C> <C> <C>
Sunrise Mall Massapequa, NY 1973 / 1993 1,200,000 Macy's, JC Penney,
(Twelve miles east Sterns and Sears
of South Shore Mall)
Smith Haven Mall Lake Grove, NY 1969 / 1986 1,400,000 Macy's, Sterns, Sears
(Fifteen miles northeast and JC Penney
of South Shore Mall)
Walt Whitman Mall Huntington, NY 1962 / 1990 and 1,082,000 Macy's, Bloomingdales,
(Twelve miles west 1999 Lord & Taylor and Saks
of South Shore Mall)
</TABLE>
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
30
Westfield Portfolio
Downtown Plaza, Sacramento, California
================================================================================
[PHOTO OMITTED]
[PHOTO OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
31
Westfield Portfolio
Downtown Plaza, Sacramento, California
================================================================================
[MAP OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
32
Westfield Portfolio
Property Highlights
================================================================================
Downtown Plaza
o Location: Sacramento, California
o Property: 1,191,347 sf open air super-regional
mall/ office complex
o Overall Occupancy: 96.0% as of October 1, 1999 (Retail)
92.9% as of October 1, 1999 (Office)
o In-line Occupancy: 93.1% as of October 1, 1999
o Year Built/Renovated: 1971 / 1993 (Retail) 1972, 1976, 1981
(Office)
o Borrower's Property Interest: Fee and leasehold(1)
(1) 7,500 sf parcel ground leased from the state of California, leasehold
interest is subordinated to the loan.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
33
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
Downtown Plaza
o Anchor Tenants(1): Macy's (332,500 sf) and Macy's Men &
Furniture (171,000 sf)
o Sales Figures:
- Estimated 1999 Total
Sales(2): $187,558,000
- Estimated 1999 In-Line
Sales(2): $85,533,000 or $314 psf
o 1999 Occupancy Cost(3): 12.9% of Sales
o Appraised Value: $163,200,000
o LTV: 53% based on allocated loan amount of
$85,861,500
(1) The loan is not secured by either anchor since each anchor owns its pad
and improvements.
(2) Based on six months of actuals through 6/30/99 and six months of
borrower's projections 7/1/99 through 12/31/99.
(3) Based on trailing twelve months ending 9/30/99 for in-line space only.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
34
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
Downtown Plaza
o DSCR (NCF): 1.62x(1)
o DSCR (NCF) at ARD: 1.81x(2)
(1) Calculated based on underwritten net cash flow of $12,486,865 and annual
debt service of $7,687,817.
(2) Calculated based on projected balance of $77,242,321 at the Anticipated
Repayment Date.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
35
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
Downtown Plaza
o Downtown Plaza is a 1,191,347 square foot open-air, super-regional
mall/office complex located in downtown Sacramento. The retail portion of
the complex was built in 1971 and was redeveloped in 1993. The three small
office buildings were added in 1972, 1976 and 1981.
o The retail component is a super-regional mall with two anchors comprised
of 503,500 square feet and in-line specialty stores of 404,914 square
feet.
o The property is located adjacent to the "Old Sacramento" district, a
tourist attraction with restaurants and entertainment venues. The
combination of tourists and the high number of downtown private sector and
government office workers contributes to the daytime traffic at the
center.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
36
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
Downtown Plaza
<TABLE>
<CAPTION>
---------- -------- ---------- --------------
% Long-Term
Square of Total Lease Credit Ratings
Footage GLA Expiration (Moody's/S&P)
---------- -------- ---------- --------------
<S> <C> <C> <C> <C>
o Anchors
- Macy's (Federated) (1) 332,500 27.9% NAP Baa1 / BBB+
- Macy's Men & Furniture (Federated) (1) 171,000 14.4 NAP Baa1 / BBB+
--------- -----
Subtotal: Anchor Tenants 503,500 42.3%
o Major Tenants
- Department of Education 186,425 15.6% 7/31/09
- United Artists Theater 42,370 3.6 9/30/08
- 24 Hour Nautilus 30,072 2.5 1/31/10
- Copeland's Sports 30,000 2.5 11/30/12
--------- -----
Subtotal: Major Tenants: 288,867 24.2%
o Mall Stores 304,125 25.5%
-----
o Office Space 96,508 8.1%
--------- -----
o Total GLA 1,191,347 100.0%
</TABLE>
(1) Not part of the collateral, tenant owns its own pad and improvements.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
37
Westfield Portfolio
Sales Highlights
================================================================================
Downtown Plaza(1)
o Total Mall Sales ($ million) (2) $184.1 $187.6
o In-line Mall Store Sales Per Square Foot (2) $307 $314
o In-line Store Occupancy Cost (3) 9.9% 12.9%
o In-Line Occupancy (4) 87.0% 93.1%
o Overall Occupancy (4) 89.1% 96.0%
(1) Sales information is not available for 1996 and 1997 since Westfield
America did not acquire the property until November 1998.
(2) 1999 sales are estimated based on six months of actuals through 6/30/99
and six month of borrower's projections 7/1/99 through 12/31/99.
(3) For calendar year 1998 and trailing twelve months through 9/30/99.
(4) As of 12/31/98 and 10/1/99.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
38
Westfield Portfolio
In-Line Lease Rollover Profile(1)
================================================================================
Downtown Plaza
[The following table was represented as a chart in the printed material.]
% of GLA Expiring Cumulative Expiration
----------------- ---------------------
2000 7.6% 7.6%
2001 1.6% 9.1%
2002 3.1% 12.2%
2003 14.5% 26.7%
2004 8.3% 35.0%
2005 2.8% 37.8%
2006 12.4% 50.2%
2007 3.3% 53.4%
2008 9.4% 62.8%
2009 30.2% 93.0%
(1) Based upon the expiration of in-line leases currently in place.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
39
Westfield Portfolio
Financial Highlights
================================================================================
Downtown Plaza
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
UW
1997 1998 1999 Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $18,215,303 $18,826,826 $18,543,100 $21,044,574
o Operating Expenses 7,422,830 7,984,379 7,165,600 7,644,484
----------- ----------- ----------- -----------
o Net Operating Income $10,792,473 $10,842,447 $11,377,500 $13,400,090
o TI, LC & Replacement Reserves 913,225
-----------
o Net Cash Flow $12,486,865
===========
</TABLE>
(1) Trailing 12 months ending September 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
40
Westfield Portfolio
Financial Highlights (cont'd)
================================================================================
Downtown Plaza
Underwriting Assumptions
o Revenues:
- Underwritten Base Rent is based on the 10/1/99 rent roll.
- All underwritten additional income categories including Expense
Recoveries, Percentage Rent and Other Income are based on the
borrower's 1999 budget.
o Operating Expenses:
- Underwritten Operating Expenses except Management Fees are based on
the borrower's 1999 budget.
- Underwritten Management Fees are calculated at 4% of EGI, less
Expense Recoveries.
o TI, LC and Replacement Reserves:
- Underwritten Replacement Reserves are $0.30 psf.
- Tenant improvements are calculated based on a 10 year lease term,
75% renewal probability, $17.50 psf for new tenants and $10.00 psf
for renewals. No tenant improvements were applied to anchor tenants.
- No leasing commissions were applied since the borrower pays them
from its management fee, per the management contract.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
41
Westfield Portfolio
Competitive Retail Properties
================================================================================
Downtown Plaza
<TABLE>
<CAPTION>
- - --------------------- ------------------------ ----------------- ----------- ----------------------
Property Location Renovated Size (sf) Anchor/Major Tenants
- - --------------------- ------------------------ ----------------- ----------- ----------------------
<S> <C> <C> <C> <C>
Arden Fair Mall Sacramento, CA 1957 / 1990 and 1,116,363 JC Penney, Nordstrom,
(Five miles northeast 1994 Macy's and Sears
of Downtown Plaza)
Country Club Plaza Sacramento, CA 1960 / 1970, 1986 540,000 Gottschalk's and Macy's
(Seven miles northeast and 1989
of Downtown Plaza)
Florin Mall Sacramento, CA 1967 / 1976 and 1,020,446 JC Penney and Sears
(Seven miles southeast 1990
of Downtown Center)
</TABLE>
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
42
Westfield Portfolio
Eastland Center, West Covina, California
================================================================================
[PHOTO OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
43
Westfield Portfolio
Eastland Center, West Covina, California
================================================================================
[MAP OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
44
Westfield Portfolio
Property Highlights
================================================================================
Eastland Center
o Location: West Covina, California
o Property: 846,781 sf power center
o Overall Occupancy: 100% as of October 1999
o In-line Occupancy: 100% as of October 1999
o Year Built/Renovated: 1957 / 1997
o Ownership Interest: Fee
o Anchor Tenants: Target (122,000 sf), Burlington Coat
Factory (100,000 sf) and Mervyn's
(79,800 sf)
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
45
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
Eastland Center
o Sales Figures:
- 1999 Total Sales(1): $156,446,000
- 1999 In-Line Sales(1): $14,213,000 or $217 psf
o 1999 Occupancy Cost(2): 4.0% of Sales
o Appraised Value: $67,000,000
o LTV: 62% based on allocated loan amount of
$41,486,500
(1) Based on six months of actuals through 6/30/99 and six months of
borrower's projections 7/1/99 through 12/31/99.
(2) Based on trailing twelve months ending 9/30/99 for in-line space only.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
46
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
Eastland Center
o DSCR (NCF): 1.48x(1)
o DSCR (NCF) at ARD: 1.65x(2)
(1) Calculated based on underwritten net cash flow of $5,487,080 and annual
debt service of $3,714,617.
(2) Calculated based on projected balance of $37,265,967 at Anticipated
Repayment Date.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
47
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
Eastland Center
o Eastland Center is an 846,781 sf power center located in West Covina,
California, 25 miles east of downtown Los Angeles. Its location has
visibility and traffic along the adjacent interstate freeway. The property
was originally opened in 1956 as a two-level regional center and was
renovated in 1998 to a power center.
o The property is currently 100% occupied with three primary anchors
(Target, Burlington Coat Factory and Mervyns) and approximately 34 other
tenants.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
48
Westfield Portfolio
Property Highlights (cont'd)
================================================================================
Eastland Center
<TABLE>
<CAPTION>
-------- -------- ---------- --------------
% Long-Term
Square of Total Lease Credit Ratings
Footage GLA Expiration (Moody's/S&P)
-------- -------- ---------- --------------
<S> <C> <C> <C> <C>
o Anchors
- Target 122,000 14.4% 1/31/26 A3 / A-
- Burlington Coat Factory 100,000 11.8 9/31/02 NR / NR
- Mervyn's 79,800 9.4 1/31/06 A3 / A-
------- -----
Subtotal: Anchor Tenants 301,800 35.6%
o Major Tenants
- Coast Federal S&L Association 79,789 9.4% 11/20/10
- Lucky Market 50,000 5.9 2/14/18
- Chick's Sporting Goods 48,163 5.7 8/1/07
- Bed, Bath & Beyond 42,500 5.0 2/1/04
------- -----
Subtotal: Major Tenants 220,452 26.0%
o Other Tenants 324,529 38.3%
------- -----
o Total GLA 846,781 100.0%
</TABLE>
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
49
Westfield Portfolio
Sales Highlights
================================================================================
Eastland Center
-------- -------- -------- --------
1996 1997 1998 1999(1)
-------- -------- -------- --------
o Total Mall Sales ($ million) (1): $89.8 $138.6 $146.5 $156.4
o Mall Store Sales Per Square Foot (1): $248 $214 $230 $217
o Mall Store Occupancy Cost (2): 4.2% 4.9% 4.1% 4.0%
o In-Line Occupancy (3): 76% 94% 100% 100%
o Overall Occupancy (3): N/A 97.5% 100% 100%(2)
(1) 1999 sales are estimated based on six months of actuals through 6/30/99
and six months of borrower's projections 7/1/99 through 12/31/99.
(2) For calendar year 1996, 1997, 1998 and trailing twelve months through
September 30, 1999.
(3) As of 12/31/96, 12/31/97, 12/31/98 and 9/30/99.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
50
Westfield Portfolio
In-Line Lease Rollover Profile(1)
================================================================================
Eastland Center
[The following table was represented as a chart in the printed material.]
% of GLA Expiring Cumulative Expiration
----------------- ---------------------
2000 0.0% 0.0%
2001 4.6% 4.6%
2002 12.3% 16.9%
2003 9.4% 26.3%
2004 2.0% 28.3%
2005 8.7% 37.0%
2006 0.0% 37.0%
2007 8.2% 45.2%
2008 5.8% 51.0%
2009 9.9% 60.8%
(1) Based upon the expiration of in-line leases currently in place.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
51
Westfield Portfolio
Financial Highlights
================================================================================
Eastland Center
<TABLE>
<CAPTION>
---------- ---------- ---------- ----------
UW
1997 1998 1999(1) Cashflow
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
o Revenue $5,334,643 $6,185,634 $7,318,700 $8,096,883
o Operating Expenses 1,975,480 1,227,641 1,348,100 1,921,057
---------- ---------- ---------- ----------
o Net Operating Income $3,359,163 $4,957,993 $5,970,600 $6,175,826
o TI, LC & Replacement Reserves 688,746
----------
o Net Cash Flow $5,487,080
==========
</TABLE>
(1) Trailing 12 months ending September 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
52
Westfield Portfolio
Financial Highlights (cont'd)
================================================================================
Eastland Center
Underwriting Assumptions
o Revenues:
- Underwritten Base Rent is based on the 10/1/99 rent roll.
- All underwritten additional income categories including Expense
Recoveries, Percentage Rent, and Other Income are based on the
borrower's 1999 budget.
o Operating Expenses:
- Underwritten Operating Expenses except Management Fees are based on
the borrower's 1999 budget.
- Underwritten Management Fees are calculated at 4% of EGI, less
Expense Recoveries.
o TI, LC and Replacement Reserves:
- Underwritten Replacement Reserves are $0.30 psf.
- Tenant improvements are calculated based on a 12 year lease term,
80% renewal probability, $17.50 psf for new tenants and $8.75 psf
for renewals. No tenant improvements were applied to anchor tenants
- No leasing commissions were applied since the borrower pays them
from its management fee, per the management contract.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
53
Westfield Portfolio
Competitive Retail Properties
================================================================================
Eastland Center
<TABLE>
<CAPTION>
- - --------------------- ------------------------ ----------------- ----------- ----------------------
Property Location Renovated Size (sf) Anchor/Major Tenants
- - --------------------- ------------------------ ----------------- ----------- ----------------------
<S> <C> <C> <C> <C>
Plaza at West Covina Long Beach, CA 1975 / 1990 and 1,200,000 Macy's, JC Penney,
(Two miles west of 1993 Robinsons-May and Sears
Eastland Center)
Puente Hills Mall City of Industry, CA 1974 / 1991 and 1,200,000 Robinsons-May, Sears
(Six miles south of 1997 and AMC Theater
Eastland Center)
Sierra Center Los Angeles, CA 1997 / N/A 220,766 Food For Less, Target
(Four miles west of and Office Max
Eastland Center)
</TABLE>
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
Exhibit 99.2
SANGERTOWN SQUARE
New Hartford, NY
$76,500,000
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
1
Notice to All Potential Investors
================================================================================
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected therein. We make no representations
regarding the reasonableness of such assumptions or the likelihood that any of
such assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy and sell, securities backed by the mortgage loans
mentioned herein or derivatives thereof (including options).
INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON
THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE ASSETS
OR REAL PROPERTIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING
SUCH ASSETS AND PROPERTIES. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE
ASSETS OR REAL PROPERTIES DISCUSSED HEREIN OR OTHERWISE, IS SUBJECT TO
COMPLETION AND CHANGE AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY
FINAL OFFERING MEMORANDUM FOR ANY RELATED SECURITIES ACTUALLY SOLD TO YOU.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
2
Overview
================================================================================
o Transaction Overview
o Sponsorship
o Loan Summary
o Property Highlights
o Sales Highlights
o In-Line Lease Rollover Profile
o Financial Highlights
o Competitive Retail Properties
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
3
Sangertown Square
Transaction Overview
================================================================================
o $76,500,000 first mortgage loan
- Expected shadow rating of BBB
- 10 year term (ARD)
- Fixed interest rate of 8.82%
- 30-year amortization schedule
- Hyper-amortization feature
o The loan is secured by the fee simple interest in Sangertown Square (the
"Property"), an 855,360 square foot fully enclosed regional mall located
in New Hartford (Utica), New York. The Property, which was built in 1980,
is a single-level center anchored by Sears, JC Penney, Kaufmann's and
Bradlees and contains 301,431 square feet of in-line space.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
4
Sangertown Square
Transaction Overview (cont'd)
================================================================================
o Sangertown Square is the only enclosed regional mall within a 45 mile
radius of its location in New Hartford, New York. According to The Pyramid
Companies, on both a gross sales and sales per square foot basis,
Sangertown Square is the best performing single-level regional mall in
their portfolio. For 1999, total sales are estimated to be $187.3 million
and in-line sales are estimated to be $361 per square foot.
o The Property was developed and is currently managed and owned by The
Pyramid Companies, which has over 25 years of experience in regional mall
development and management.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
5
Sangertown Square
Transaction Overview (cont'd)
================================================================================
o The loan features investment grade credit characteristics:
- Initial loan-to-appraised value of 50.3%
- DSCR of 1.46x (1.64x at the anticipated repayment date based on a
projected loan balance of $68.2 million) utilizing underwritten net
cash flow and the loan constant of 9.50%.
o The structural loan features include:
- Hard lockbox
- One month debt service reserve and significant on-going reserves for
tenant improvements, leasing commissions and capital replacements.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
6
Sangertown Square
Sponsorship
================================================================================
o The Pyramid Companies is one of the largest developers, owners and
managers of one and two-level regional enclosed shopping centers in the
Northeast.
o As of December 1999, The Pyramid Companies owned 25 regional shopping
malls and power centers comprising over 20 million square feet under
management, including 16 regional shopping malls with 17 million square
feet. Total developed real estate GLA equals 29 million square feet
through 1999.
o Pyramid has over 25 years of experience in all aspects of shopping center
management, leasing, development, renovation, expansion and acquisition.
- #14 out of the top 50 shopping center owners in the U.S. (Shopping
Center World, January and March 1998 editions)
- #20 out of the top 100 shopping center managers in the U.S.
(Shopping Center World, January and March 1998 editions)
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
7
Sangertown Square
Loan Summary
================================================================================
o Loan Amount: $76,500,000 split into two notes:
$63,000,000 A Note & $13,500,000 B Note
o Loan Description: Fixed rate, fee interest, first lien
loan. However, payments on the B Note
are subordinate to payments on the A
Note.
o Collateral: Sangertown Square, an 855,360 square
foot, fully enclosed regional mall
located in New Hartford, New York
o Interest Rate: 8.82%
o Anticipated Repayment Date: December 1, 2009
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
8
Sangertown Square
Loan Summary (cont'd)
================================================================================
o Amortization: 30 years; hyper-amortization(1)
commencing after the Anticipated
Repayment Date
o Lockout Period: Two years from securitization
o Prepayment: Defeasance in whole allowed after
Lockout Period; prepayment window
without penalty 60 days prior to
Anticipated Repayment Date
(1) The interest rate for the Sangertown Square loan after the Anticipated
Repayment Date shall be fixed at the greater of: the sum of the regular
interest rate plus 5%, or the sum of the yield on a US Treasury Note with
a term equal to the term of the loan from the Anticipated Repayment Date
to the Final Maturity Date plus 5%. After the Anticipated Repayment Date,
available excess cash flow will be used to pay down any outstanding
principal.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
9
Sangertown Square
Loan Summary (cont'd)
================================================================================
o Cash Management: Hard Lockbox
o Reserves:
- Replacement $175,000/year
- Tenant Rollover $200,000/year
- Renovation $2,000,000(1)
- Tax & Insurance Funded monthly based on estimated
annual expenses
- Debt Service One month of debt service (2)
o Subordinate Debt: None allowed
(1) In the event that the borrower has not substantially completed a major
renovation of the property by 12/1/08, borrower will be required to
establish such renovation reserve.
(2) Subject to release based on achievement of certain NOI tests (trailing
12-months NOI should at least be $11.3 mm).
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
10
Sangertown Square
Property Highlights
================================================================================
[GRAPHIC OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
11
Sangertown Square
Property Highlights (cont'd)
================================================================================
[MAP OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
12
Sangertown Square
Property Highlights (cont'd)
================================================================================
o Sangertown Square is the only enclosed regional shopping center in its
trade area, with no other enclosed mall within 45 miles.
o According to The Pyramid Companies, on both a gross sales and sales per
square foot basis, Sangertown Square is the best performing single-level
regional mall in their portfolio. For 1999, total sales are estimated to
be $187.3 million and in-line sales are estimated to be $361 per square
foot.
o The mall was originally built in 1980. Much of its success is due to a
strong lineup of national tenants, and its ability to add new stores (Old
Navy and American Eagle in 1997, Circuit City in 1998, Staples in 2000).
o Sangertown Square enjoys a visible and accessible location just six miles
south of downtown Utica. Easy access to the mall is provided via four
entry points from major regional highways.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
13
Sangertown Square
Property Highlights (cont'd)
================================================================================
o Location: New Hartford, New York
o Square Feet: 855,360 square foot
o Property: Single-level regional mall
o Overall Occupancy: 96% as of November 1999(1)
o In-line Occupancy: 89% as of November 1999 (1)
o Year Built/Renovated: 1980 / 1981, 1995 and 1998
o Borrower: Special-purpose, bankruptcy remote
limited partnership affiliated with The
Pyramid Companies
o Sponsor: The Pyramid Companies
(1) Includes London Fog (11,634 sf) which will vacate its space upon
liquidation of its inventory as a result of its recent bankruptcy.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
14
Sangertown Square
Property Highlights (cont'd)
================================================================================
o Borrower's Property Interest: Fee Simple
o Anchor Tenants: Sears (152,619 sf), JC Penney (149,662
sf), Kaufmann's (139,634 sf) and
Bradlees (84,800 sf)
o Sales Figures:
- 1999 Total Sales(1): $187.3 million
- 1999 In-Line Sales(1): $361 per square foot
o 1999 Occupancy Cost: 12% of Sales
o Appraised Value: $152.0 million
o Initial LTV: 50.3%
(1) Estimated by borrower for full year 1999 based on actual figures through
September 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
15
Sangertown Square
Property Highlights (cont'd)
================================================================================
o DSCR (NCF): 1.46x(1)
o DSCR at ARD (NCF): 1.64x(2)
(1) Calculated based on underwritten net cash flow of $10,616,519 and an
actual debt service constant of 9.50%.
(2) Calculated based on projected balance of $68.2 mm at Anticipated Repayment
Date
<PAGE>
16
Sangertown Square
Property Highlights (cont'd)
================================================================================
<TABLE>
<CAPTION>
----------- --------- ---------- --------------
Long-Term
Square % of Total Lease Credit Ratings
Footage GLA Expiration (Moody's/S&P)
----------- --------- ---------- --------------
<S> <C> <C> <C> <C>
o Anchors
- - - Sears 152,619 17.8% 7/31/10 A3 / A-
- - - JC Penney 149,662 17.5 11/30/08 A3 / BBB+
- - - Kaufmann's (May) 139,634 16.3 1/31/06 A1 / A+
- - - Bradlees 84,800 9.9 10/31/06 NR / NR
------- -----
Subtotal: Anchor Tenants 526,715 61.6%
o Major Tenants
- - - Hoyt's Cinema 27,214 3.2% 7/31/01 NR / NR
- - - Circuit City 21,485 2.5 1/31/19 NR / NR
- - - Klein's All Sport 18,075 2.1 11/17/06 NR / NR
- - - Old Navy 15,500 1.8 10/14/02 A2 / A
------- -----
Subtotal: Major Tenants 82,274 9.6%
o Additional Mall Stores 246,371 28.8%
------- -----
o Total GLA 855,360 100.0%
</TABLE>
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
17
Sangertown Square
Sales Highlights
================================================================================
---- ---- -------
1997 1997 1999(1)
---- ---- -------
o Total Mall Sales ($ million) $154.6 $168.2 $187.3
o In-line Sales Per Square Foot $328 $336 $361
o Average Occupancy 98% 98% 96%(2)
(1) Projected figures by borrower based on actual 1999 figures through
September 1999.
(2) As of November 1999. Includes London Fog (11,634 sf) which will vacate its
space upon liquidation of its inventory as a result of its recent
bankruptcy.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
18
Sangertown Square
In-Line Lease Rollover Profile(1)
================================================================================
[The following table was represented as chart in the printed material.]
% of GLA Expiring Cumulative Expiration
----------------- ---------------------
2000 8.3% 8.3%
2001 4.9% 13.1%
2002 14.1% 27.2%
2003 5.2% 32.5%
2004 3.9% 36.4%
2005 7.9% 44.3%
2006 13.1% 57.4%
2007 14.9% 72.3%
2008 8.4% 80.7%
2009 9.5% 90.1%
(1) Based upon the expiration of in-line leases currently in place excluding
Hoyt's Cinema.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
19
Sangertown Square
Financial Highlights
================================================================================
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
UW
1997 1998 1999(1) Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $15,273,619 $15,974,274 $16,242,371 16,332,032
o Operating Expenses 5,458,152 5,433,962 5,422,656 5,383,690
----------- ----------- ----------- -----------
o Net Operating Income $ 9,815,467 $10,540,312 $10,819,715 $10,938,342
o TI, LC & Replacement Reserves 321,823
-----------
o Net Cash Flow $10,616,519
===========
</TABLE>
(1) 1999 numbers represent unaudited figures for full year.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
20
Sangertown Square
Financial Highlights (cont'd)
================================================================================
Underwriting Assumptions
o Revenues:
- Underwritten base rent includes all in-place rental income
categories including Specialty Income, Expense Reimbursements,
Percentage Rent and Other Income based on nine months of actuals
through September 1999 annualized.
- Other Income has been adjusted for non-recurring items.
o Operating Expenses:
- Underwritten operating expenses are based on nine months of actuals
through September 1999 annualized.
- Management fee is 4% of EGI less Expense Recoveries and Other
Income.
o TI, LC and Replacement Reserves:
- Replacement Reserves are $0.15 psf.
- Tenant Improvements are calculated based on the average of actual
rollover during the next 11 years (excluding anchors and the
cinema). Tenant improvements and leasing commissions are $8.00 psf
and $5.00 psf, respectively, for new tenants and $4.00 psf and $2.50
psf, respectively, for renewals.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
21
Sangertown Square
Competitive Retail Properties
================================================================================
<TABLE>
<CAPTION>
- - ------------------ ------------------ --------------- ---------- ----------------------
Property Location Year Built/ Size (sf) Anchor/Major Tenants
Renovated
- - ------------------ ------------------ --------------- ---------- ----------------------
<S> <C> <C> <C> <C>
New Hartford New Hartford, NY 1964 / On-going 392,680 Ames Department Store
Shopping Center(1) (Two miles northeast
of Sangertown Square)
Riverside Plaza Utica, NY 1973 / early 1990's 662,450 Wal-Mart, BJ's Wholesale
(Eigh miles north Club, Lowe's Home
of Sangertown Square) Improvement and
Montgomery Ward
Carousel Center(1) Syracuse, NY 1990 / 1999 1,500,000 Kaufmann's, JC Penney,
(55 miles west of Lord & Taylor and
of Sangertown Square) Homeplace Hills
</TABLE>
(1) Owned by The Pyramid Companies.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
Exhibit 99.3
ANNAPOLIS MALL
Annapolis, MD
$144,380,000
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
1
Notice to All Potential Investors
================================================================================
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected therein. We make no representations
regarding the reasonableness of such assumptions or the likelihood that any of
such assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy and sell, securities backed by the mortgage loans
mentioned herein or derivatives thereof (including options).
INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON
THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE ASSETS
OR REAL PROPERTIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING
SUCH ASSETS AND PROPERTIES. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE
ASSETS OR REAL PROPERTIES DISCUSSED HEREIN OR OTHERWISE, IS SUBJECT TO
COMPLETION AND CHANGE AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY
FINAL OFFERING MEMORANDUM FOR ANY RELATED SECURITIES ACTUALLY SOLD TO YOU.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
2
Overview
================================================================================
o Transaction Overview
o Sponsorship
o Loan Summary
o Property Highlights
o Sales Highlights
o Lease Rollover Profile
o Financial Highlights
o Competitive Retail Properties
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
3
Annapolis Mall
Transaction Overview
================================================================================
o $144,380,000 first mortgage loan
- Expected shadow rating of BBB
- 10-year term (ARD)
- Fixed interest rate of 8.177%
- 30-year amortization
- Hyper-amortization feature
o The loan is secured by a fee simple interest in Westfield Shoppingtown
Annapolis (the "Property"), a 1,116,859 square foot enclosed regional mall
located in Annapolis, Maryland. The Property, which opened in 1980, is
anchored by Hecht's, Nordstrom's, Montgomery Ward, Lord & Taylor and JC
Penney and contains 424,711 square feet of in-line retail space.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
4
Annapolis Mall
Transaction Overview (cont'd)
================================================================================
o The Property is currently undergoing expansion which will result in the
addition of a new 52,000 square foot theater and approximately 15,000
square feet of in-line space. A $15 million letter of credit was provided
to serve as additional collateral for the portion of the mortgage loan
proceeds allocated to such expansion.
o The Property is currently managed and owned by affiliates of Westfield
America, Inc., the third largest regional mall REIT (by owned GLA) in the
United States. As of December 1999, Westfield America, Inc. has an
ownership interest in 56 properties, including 35 regional and
super-regional malls and 3 power centers, located in U.S. markets.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
5
Annapolis Mall
Transaction Overview (cont'd)
================================================================================
o The loan features investment grade credit characteristics:
- Initial loan-to-appraised value of 68.4%(1)
- DSCR of 1.29x(1) (1.44x at the anticipated repayment date based on a
projected loan balance of $129.7 million) utilizing underwritten net
cash flow and the loan constant of 8.95%.
o Structural loan features include:
- Hard lockbox for debt service, taxes and insurance
- Springing reserves for tenant improvements, leasing commissions and
capital expenditures if DSCR falls below 1.25x or if an event of
default occurred.
(1) Does not include any increase in income or appraised value relating to the
completion of current expansion (including theater construction).
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
6
Annapolis Mall
Sponsorship
================================================================================
o Westfield America, Inc. (NYSE: WEA) is a REIT that currently owns or holds
an interest in 56 properties, including 35 regional and super-regional
shopping malls and 3 power centers. These properties comprise 35.9 million
square feet of retail space and are located in eight different states.
o Westfield America, Inc. is the third largest regional mall REIT (based on
owned GLA) in the United States.
o Westfield America, Inc. is externally managed by Westfield Corporation,
Inc., a U.S. subsidiary of Westfield Holdings Limited, Sidney, Australia,
all part of the Westfield Group ("Westfield").
o Westfield acts as a developer, architect, builder, property manager and
funds manager for an $11.1 billion portfolio of shopping center assets
that comprise 60.3 million square feet of retail space. The market
capitalization of the entities that make up Westfield was $8.9 billion as
of June 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
7
Annapolis Mall
Loan Summary
================================================================================
o Loan Amount: $144,380,000, split into two notes:
$122,000,000 A Note & $22,380,000 B Note
o Loan Description: Fixed rate, fee interest, first lien
loan. However, payments on the B note
are subordinate to payments on the A
Note.
o Collateral: Annapolis Mall, a 1,116,859 square foot
super-regional shopping center located
in Annapolis, Maryland.
o Additional Collateral: Westfield provided a $15,000,000 Letter
of Credit ("L/C") which will remain as
additional collateral until the borrower
satisfies certain L/C release provisions
including completion of the expansion
currently in progress.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
8
Annapolis Mall
Loan Summary (cont'd)
================================================================================
o Interest Rate: 8.177%
o Anticipated Repayment Date: December, 2009
o Term: 10 years (ARD)
o Amortization: 30 years; hyper-amortization(1)
commencing after the Anticipated
Repayment Date.
o Lockout Period: Later of 1) two years after
securitization or 2) three years
following closing
(1) The interest rate for the Annapolis Mall loan after the Anticipated
Repayment Date shall be fixed at the greater of: the sum of the regular
interest rate plus 4%, or the sum of the yield on a US Treasury Note with
a term equal to the term of the loan from the Anticipated Repayment Date
to the Final Maturity Date plus 4%. After the Anticipated Repayment Date,
available excess cash flow will be used to pay down any outstanding
principal.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
9
Annapolis Mall
Loan Summary (cont'd)
================================================================================
o Prepayment: Prepayable in whole, subject to lockout
period and defeasance (calculated at
Treasuries flat). 90-day prepayment
window without penalty prior to
Anticipated Repayment Date
o Cash Management: Hard lockbox for debt service and tax
and insurance amounts
o Reserves: If DSCR falls below 1.25x, escrows for
tenant improvements, leasing
commissions, operating expenses and
replacement reserves will also be
captured in a lockbox.
o Subordinate Debt: None allowed
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
10
Annapolis Mall
Property Highlights
================================================================================
[PHOTO OMITTED]
[PHOTO OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
11
Annapolis Mall
Property Highlights (cont'd)
================================================================================
[MAP OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
12
Annapolis Mall
Property Highlights (cont'd)
================================================================================
o Location: Annapolis, Maryland
o Property: 1,116,859 square foot, single-level
regional shopping center
o Overall Occupancy: 98.7% as of October 1999
o In-Line Occupancy: 96.5% as of October 1999
o Year Built/Renovated: 1980 / 1994,1998 and 1999
o Borrowers: Special-purpose, bankruptcy remote
limited partnership affiliated with
Westfield America.
o Sponsor: Westfield America
o Borrower's Property Interest: Fee
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
13
Annapolis Mall
Property Highlights (cont'd)
================================================================================
o Anchor Tenants: Hechts (198,171 sf), Nordstrom
(153,000sf), Montgomery Ward (147,282
sf), Lord & Taylor (110,000 sf) & JC
Penney (83,695 sf)
o Sales Figures:
- 1999 Total Sales(1): $335.2 million
- 1999 In-Line Sales(1): $161.6 million or $415 per square foot
o 1999 Occupancy Cost(2): 12.7%
o Appraisal Value: $211.2 million as of June 30, 1999
o LTV: 68%
(1) Based on six months of actuals through 6/30/99 and six months of
borrower's projections 7/1/99 through 12/31/99.
(2) Based on trailing twelve months ending 9/30/99 for in-line space only.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
14
Annapolis Mall
Property Highlights (cont'd)
================================================================================
o DSCR (NCF): 1.29x(1)
o DSCR (NCF) at ARD: 1.44x(2)
(1) Calculated based on underwritten net cash flow of $16,697,038 and annual
debt service of $12,927,337.
(2) Calculated based on projected balance of $129,694,249 mm at the
Anticipated Repayment Date.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
14
Annapolis Mall
Property Highlights (cont'd)
================================================================================
o Westfield Shoppingtown Annapolis is a super-regional shopping center
located in eastern Maryland with five anchors and 164 in-line tenants. The
tenant mix includes both value oriented and national tenants.
o The mall was originally built in 1980, and underwent an extensive
renovation and expansion in 1994. In 1997 a new Lord & Taylor was added to
the center.
o Currently the center is undergoing another expansion, which includes the
addition of a new, single level theater and approximately 15,000 square
feet of shops/restaurants. A new parking facility will also be included as
part of the expansion. Once the expansion is completed, the existing Crown
Theater will be converted into additional retail space.
o The mall is located in Maryland's state capital, Annapolis, less than
three miles from the historic waterfront and state capital building.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
16
Annapolis Mall
Property Highlights (cont'd)
================================================================================
<TABLE>
<CAPTION>
--------- ---------- ---------- --------------
Square % of Total Lease Long-Term
Footage GLA Expiration Credit Ratings
(Moody's/S&P)
--------- ---------- ---------- --------------
o Anchors
<S> <C> <C> <C> <C>
- Hecht's (May) (1) 198,171 17.7% NAP A1 / A+
- Nordstrom (2) 153,000 13.7 3/18/19 A2 / A
- Montgomery Ward (2) 147,282 13.2 11/7/02 NR / NR
- Lord & Taylor (May) (2) 110,000 9.8 1/31/49 A1 / A+
- JC Penney (1) 83,695 7.5 NAP A3 / BBB+
---------
Subtotal: Anchor Tenants 692,148 61.9%
---------
o Mall Stores 424,711 38.0%
o Total GLA 1,116,859 100.0%
</TABLE>
(1) Anchor owns pad and improvements.
(2) Anchor on ground lease, but owns its improvements.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
17
Annapolis Mall
Sales Highlights
================================================================================
------ ------ --------
1997 1998 1999(1)
------ ------ --------
o Total Mall Sales ($ million) (1) $304.9 $322.4 $335.2
o In-line Store Sales Per Square Foot (1) $381.0 $395.0 $415.0
o Mall Store Occupancy Cost (2) 13.7% 13.0% 12.7%
o Overall Occupancy 99.6% 99.6% 99.5%
(1) Total mall sales for 1999 are based on actuals through 6/30/99 and
estimated based upon borrower projections for 7/1/99 through 12/31/99.
(2) For calendar year 1997, 1998, and trailing twelve months through 9/30/99.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
18
Annapolis Mall
In-Line Lease Rollover Profile(1)
================================================================================
[The following table was represented as chart in the printed material.]
% of GLA Expiring Cumulative Expiration
----------------- ---------------------
2000 4.3% 4.3%
2001 5.6% 9.8%
2002 1.1% 10.9%
2003 7.3% 18.2%
2004 15.4% 33.6%
2005 16.0% 49.6%
2006 12.0% 61.6%
2007 12.6% 74.2%
2008 4.6% 78.8%
2009 13.9% 92.7%
(1) Consolidated for in-line space, out parcels and office space.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
19
Annapolis Mall
Financial Highlights
================================================================================
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
1997 1998 1999(1) UW
Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $20,633,985 $22,476,890 $23,323,300 $23,055,014
o Operating Expenses 5,612,766 5,551,291 5,514,500 5,737,126
----------- ----------- ----------- -----------
o Net Operating Income $15,021,219 $16,925,599 $17,808,800 $17,317,888
o TI, LC & Replacement Reserves 620,851
-----------
o Net Cash Flow $16,697,038
===========
</TABLE>
(1) Trailing twelve months ending September 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
20
Annapolis Mall
Financial Highlights (cont'd)
================================================================================
Underwriting Assumption Highlights
o Minimum Rents are based upon the October 1999 rent roll and does not
include expansion space.
o Expense Recoveries and Percentage Rents are based on the 1999 estimates.
o In-line Vacancy as of October 1999 (96.5%) was utilized.
o CAM, Utilities and Real Estate Taxes are on the 1999 estimates.
o Management Fee for the property is calculated at 4% of EGI, less expense
recoveries.
o Tenant Improvements are based on 75% renewal probability, 10-year lease
term, $20.00 psf for new tenants and $10.00 psf for renewal. No tenant
improvements were applied to anchor space.
o No leasing commissions were applied since the borrower pays for leasing
commissions from management fees, per the management contract in place.
o Capital Reserves are $0.30 psf.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
21
Annapolis Mall
Competitive Retail Properties
================================================================================
<TABLE>
<CAPTION>
- - ------------------ ------------------ --------------- ---------- ----------------------
Property Location Year Built/ Size (SF) Anchor/Major Tenants
Renovated
- - ------------------ ------------------ --------------- ---------- ----------------------
<S> <C> <C> <C> <C>
Marley Station Glen Burnie, MD 1987 / 1994 and 1,088,000 Sears, Hecht's, JC
(13.5 miles north 1996 Penney and Macy's
of Annapolis Mall)
Mall in Columbia Columbia, MD 1971 / 1981 and 953,000 Hecht's, Lord & Taylor,
(25 miles northwest 1998 Sears, and JC Penney
of Annapolis Mall)
Laurel Center Mall Laurel, MD 1979 / 1991 and 658,000 Hecht's, JC Penney,
(24 miles northwest 1998 and Montgomery Mall
of Annapolis Mall)
</TABLE>
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
Exhibit 99.4
CHERRY CREEK MALL
Denver, Colorado
$177,000,000
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
1
Notice to All Potential Investors
================================================================================
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected therein. We make no representations
regarding the reasonableness of such assumptions or the likelihood that any of
such assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy and sell, securities backed by the mortgage loans
mentioned herein or derivatives thereof (including options).
INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON
THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE ASSETS
OR REAL PROPERTIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING
SUCH ASSETS AND PROPERTIES. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE
ASSETS OR REAL PROPERTIES DISCUSSED HEREIN OR OTHERWISE, IS SUBJECT TO
COMPLETION AND CHANGE AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY
FINAL OFFERING MEMORANDUM FOR ANY RELATED SECURITIES ACTUALLY SOLD TO YOU.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
2
Cherry Creek Mall
================================================================================
o Transaction Overview
o Sponsorship
o Loan Summary
o Property Highlights
o Sales Highlights
o In-Line Lease Rollover Profile
o Financial Highlights
o Competitive Retail Properties
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
3
Cherry Creek Mall
Transaction Overview
================================================================================
o $177,000,000 first mortgage loan
- Expected shadow rating of BBB
- 7-year term (ARD)
- Fixed interest rate of 7.68%
- Interest only payments for the first five years followed by a
25-year amortization schedule for the remaining two years of the
loan
- Hyper-amortization feature
o The loan is secured by a leasehold interest in Cherry Creek Mall and
Cherry Creek West (the "Property"), a two-level 1,316,000 square foot
super-regional mall located within 3 miles of downtown Denver, Colorado.
The property, which opened in 1990, consists of four anchors (Foley's,
Saks Fifth Avenue, Lord & Taylor and Neiman Marcus) totaling 455,000
square feet, 556,000 square feet of in-line space, a power center of
approximately 165,000 square feet and a Safeway supermarket of 140,000
square feet.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
4
Cherry Creek Mall
Transaction Overview (cont'd)
================================================================================
o Cherry Creek Mall is one of the most dominant malls in Colorado as
evidenced by its in-line sales history of approximately $400 per square
foot for the past four years. The mall is positioned with upscale anchors,
restaurants and specialty stores.
o The property was developed and is currently owned and managed by
affiliates of Taubman Centers, Inc. ("Taubman"). Taubman owns 17
properties totaling more than 18,000,000 square feet with four additional
malls under construction. Taubman, a REIT, had a market capitalization in
excess of $1 billion and ratings of BBB-/Baa2 as of December 1999.
o The loan has investment-grade characteristics:
- Initial loan-to-appraised value of 56.8%
- DSCR of 1.47x (1.51x at the anticipated repayment date based on a
projected loan balance of $172.3 million) utilizing underwritten net
cashflow and the loan constant of 9.00%.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
5
Cherry Creek Mall
Sponsorship
================================================================================
o Taubman Realty Group L.P. ("Taubman") was formed in 1950 as an operating
limited partnership that was engaged in the ownership, operation, and
management of regional and super-regional shopping centers. In November
1992, the company was taken public and began operating as a REIT under the
name of Taubman Centers, Inc. (NYSE: TCO).
o As of December 1999, Taubman had a market capitalization in excess of $1
billion and ratings of BBB- / Baa2 (S&P/Moody's).
o Taubman owns 17 properties totaling over 18 million square feet.
Additionally, Taubman has four malls under construction which total 5.4
million square feet.
o Taubman also manages 11 properties totaling 13 million square feet
including the 2.3 million square foot Woodfield Mall in Schaumburg, IL.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
6
Cherry Creek Mall
Loan Summary
================================================================================
o Loan Amount: $177,000,000 split into two notes:
$143,200,000 A Note & $33,800,000 B Note
o Loan Description: Fixed rate, leasehold interest, first
lien loan. However, payments on the B
Note are subordinate to payments on the
A Note.
o Collateral: Cherry Creek Mall, a 1,316,000 square
foot super-regional mall located in
Denver, Colorado and Cherry Creek West,
a 165,000 square foot power center
opened in 1994.
o Interest Rate: 7.68%
o Anticipated Repayment Date: August 11, 2006
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
7
Cherry Creek Mall
Loan Summary (cont'd)
================================================================================
o Maturity Date: August 11, 2029
o Term: 7 years (ARD)
o Amortization: Interest only for the first five years
then amortization based on a 25 year
schedule for the remaining two years;
hyper-amortization(1) commencing after
the Anticipated Repayment Date
o Lockout Period: Earlier of 1) two years from
securitization or 2) three years from
closing
(1) The interest rate for the Cherry Creek Mall loan after the Anticipated
Repayment Date shall be fixed at the greater of: the sum of the regular
interest rate plus 4%, or the sum of the yield on a US Treasury Note with
a term equal to the term of the loan from the Anticipated Repayment Date
to the Final Maturity Date plus 4%. After the Anticipated Repayment Date,
available excess cash flow will be used to pay down any outstanding
principal.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
8
Cherry Creek Mall
Loan Summary (cont'd)
================================================================================
o Prepayment: After lockout period, yield maintenance
based on Treasuries flat; 90-day
prepayment window with no penalty prior
to Anticipated Repayment Date
o Cash Management: Hard lockbox; borrower has access to
account until Debt Service Coverage
falls below 1.30x or event of default on
ARD
o Reserves: If DSCR falls below 1.30x or an event of
default occurred, monthly reserve of
real estate taxes, insurance, capital
improvements, leasing commissions and
ground lease payments
o Subordinate Debt: None allowed
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
9
Cherry Creek Mall
Property Highlights
================================================================================
[PHOTO OMITTED]
[PHOTO OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
10
Cherry Creek Mall
Property Highlights (cont'd)
================================================================================
[MAP OMITTED]
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
11
Cherry Creek Mall
Property Highlights (cont'd)
================================================================================
o Cherry Creek Mall is one of the dominant malls in Colorado as evidenced by
its in-line sales history of approximately $400 per square foot. The mall
is positioned with upscale anchors and specialty stores.
o Cherry Creek Mall features a tenant mix that consists of specialty stores
that includes the region's only Tiffany & Co. and Louis Vuitton.
o The original mall opened in 1990, and in 1994 Cherry Creek West was
completed. In 1997/1998 a new Lord & Taylor (120,000 sf) was added and the
old Lord & Taylor space was converted into in-line space. In the spring of
2001 Nordstrom's will be added to the property.
o Access to the center is provided by Steele Street and East First Avenue,
major arterial roadways.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
12
Cherry Creek Mall
Property Highlights (cont'd)
================================================================================
o Location: Denver, Colorado
o Property: A 1,316,000 square foot super regional
mall that consists of four anchors
totaling 455,000 square feet, in-line
space of 556,000 square feet, a power
center of 165,000 square feet and a
140,000 square feet Safeway supermarket.
o Overall Occupancy: 97.5% as of 12/31/99
o In-Line Occupancy: 94.2% as of 12/31/99
o Year Built/Renovated: 1990 / 1994,1998
o Borrower: A special-purpose, bankruptcy remote
entity affiliated with Taubman Realty
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
13
Cherry Creek Mall
Property Highlights (cont'd)
================================================================================
o Sponsor: Taubman Realty
o Borrower's Property Interest: Leasehold
o Ground Lease: Two separate ground leases related to
the Property (Cherry Creek and Cherry
Creek West) are held by Temple Hoyne
Brell Foundation, a 50% partner in the
Borrower. Both ground leases expire on
October 14, 2083.
o Anchor Tenants: Foley's (177,504 sf), Lord & Taylor
(101,184 sf), Saks Fifth Avenue (88,535
sf) and Neiman-Marcus (87,267 sf)
o Other Major Tenants: Safeway (140,000 sf), Bed, Bath and
Beyond (89,000 sf) and Eddie Bauer
(23,232 sf)
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
14
Cherry Creek Mall
Property Highlights (cont'd)
================================================================================
o Sales figures:
- 1999 Total Sales: $272.0 million
- 1999 In-Line Sales: $229.7 million or $450 psf(1)
o 1999 Occupancy Cost: 14.6% of sales
o Appraised Value: $311.8 million as of June 30, 1999
o Loan To Value (Appraisal): 57%
o DSCR (NCF): 1.47x(2)
o DSCR (NCF) at ARD: 1.51x(3)
(1) In-line mall stores.
(2) Calculated based on underwritten net cash flow and actual debt constant
(i.e., including amortization) of 9.00%. For first five years of loan term
when amortization is not required, DSCR is 1.72x at the Anticipated
Repayment Date.
(3) Calculated based on projected balance of $171.9 million at the Anticipated
Repayment Date.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
15
Cherry Creek Mall
Property Highlights (cont'd)
================================================================================
<TABLE>
<CAPTION>
--------- ---------- ---------- --------------
Long-Term
Square % of Total Lease Credit Ratings
Footage GLA Expiration (Moody's/S&P)
--------- ---------- ---------- --------------
o Anchors
<S> <C> <C> <C> <C>
- Foley's (May) (1) 177,504 13.5% 8/9/10 A1 / A+
- Lord & Taylor (May) (2) 101,184 7.7% 8/15/10 A1 / A+
- Saks Fifth Avenue (2) 88,535 6.7% 8/14/20 Baa2 / BBB+
- Neiman-Marcus (2) 87,267 6.6% 8/16/25 Baa2 / BBB
--------- -----
Subtotal: Anchor Tenants 454,490 34.5%
o Major Tenants
- Safeway (1) 140,175 10.6% 12/18/00 N/A / BBB
- Bed, Bath & Beyond 89,000 6.8% 1/31/10 Ba1 / BBB-
- Eddie Bauer (Spiegel) 23,232 1.8% 1/31/09 Ba3 / N/A
--------- -----
Subtotal: Major Tenants 252,407 19.2%
o Mall Stores 609,103 46.3%
--------- -----
o Total GLA 1,316,000 100.0%
</TABLE>
(1) Leases both land and improvements.
(2) Anchors own their improvements and lease the land.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
16
Cherry Creek Mall
Sales Highlights
================================================================================
------ ------ --------
1997 1998 1999
------ ------ --------
o Total Mall Sales ($ million) $206.1 $225.3 $272.0
o In-Line Store Sales Per Square Foot (1) $407 $424 $450
o Mall Store Occupancy Cost 14.4% 14.1% 14.6%
o Overall Average Occupancy 95.4% 90.8% 97.5%
(1) In-line mall stores.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
17
Cherry Creek Mall
In-Line Lease Rollover Profile(1)
================================================================================
[The following table was represented as chart in the printed material.]
% of GLA Expiring Cumulative Expiration
----------------- ---------------------
2000 10.5% 10.5%
2001 13.1% 23.5%
2002 4.2% 27.7%
2003 5.4% 33.1%
2004 3.3% 36.4%
2005 11.0% 47.4%
2006 9.6% 57.0%
2007 and beyond 43.1% 100.0%
(1) Based upon the expiration of in-line leases currently in place.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
18
Cherry Creek Mall
Financial Highlights
================================================================================
<TABLE>
<CAPTION>
----------- ----------- ----------- -----------
UW
1997 1998 1999(1) Cashflow
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
o Revenue $29,963,919 $32,213,550 $36,578,363 $35,969,135
o Operating Expenses 11,099,211 11,727,422 13,154,517 12,033,660
----------- ----------- ----------- -----------
o Net Operating Income $18,864,708 $20,486,128 $23,423,846 $23,935,475
o TI, LC & Replacement Reserves 507,728
-----------
o Net Cash Flow $23,427,747
-----------
</TABLE>
(1) 1999 numbers represent annualized figures based on actual operations
through September 30, 1999.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
19
Cherry Creek Mall
Financial Highlights (Cont'd)
================================================================================
Underwriting Assumptions
o Vacancy was underwritten at 4% of the in-line space, plus 4% of the
in-line share of recoveries and percentage rent.
o Revenues:
- Underwritten base rent includes all in-place rental income
categories including Specialty Income, Expense Reimbursements,
Percentage Rent and Other Income based on rent roll for December
1999.
- Other Income is underwritten to 1998 actual recoveries.
o Operating Expenses:
- Expense Recoveries and Percentage Rent were underwritten to 1998
actual recoveries.
- Management Fee is underwritten at 4% of Effective Gross Income.
- Real Estate Taxes are underwritten at 1998 actual plus 2%
- All other Operating Expenses are underwritten to 1998 actual
expenditures
o TI, LC and Replacement Reserves:
- Tenant Improvements and leasing commissions are derived from actual
lease expirations with an 80%/75% (anchor/in-line) renewal
probability and 10-year average lease terms. Tenant improvements and
leasing commissions are $5.00 psf and 3%, respectively, for anchor
tenants and $18.50 psf and 3%, respectively, for in-line tenants.
Leasing commissions are $5.00 psf / $18.50 psf (anchor/in-line) for
new tenants. No tenant improvement or leasing commission costs were
included for renewals.
- Replacement Reserves are underwritten at $0.20 per square foot.
LEHMAN BROTHERS Warburg Dillon Read
<PAGE>
20
Cherry Creek Mall
Competitive Retail Properties
================================================================================
<TABLE>
<CAPTION>
- - ------------------------ ------------------ --------------- ---------- ----------------------
Property Location Year Built/ Size (SF) Anchor/Major Tenants
Renovated
- - ----------------------- ------------------ --------------- ---------- ----------------------
<S> <C> <C> <C> <C>
Aurora Mall Aurora, CO 1975 / 1986 999,152 JC Penny, Foley's,
(Seven miles east of and Sears
Cherry Creek Mall)
Park Meadows Town Center Littleton, CO 1996 / N/A 1,500,000 Nordstrom, Dillard's,
(Twelve miles southeast Foley's, and Lord &
of Cherry Creek Mall) Taylor
</TABLE>
