PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV
8-K, 1999-04-21
ASSET-BACKED SECURITIES
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                       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: April 20, 1999
(Date of earliest event reported)

Commission File No. 333-61785

PAINEWEBBER MORTGAGE ACCEPTANCE  CORPORATION IV (as depositor under the Sale and
Servicing  Agreement,  dated as of April 1, 1999, relating to the Empire Funding
Home Loan Owner Trust 1999-1, Home Loan Asset Backed Notes, Series 1999-1)


                 PAINEWEBBER MORTGAGE ACCEPTANCE CORPORATION IV


               Delaware                                  06-1204982
- --------------------------------------------------------------------------------
       (State of Incorporation)             (I.R.S. Employer Identification No.)


     1285 Avenue of the Americas
     New York, New York                                    10019
- --------------------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)


                                 (212) 713-2000
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, including area code)



- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

<PAGE>

ITEM 5.   Other Events

               Attached  as an  exhibit  are  certain  Structural  Term  Sheets,
     Collateral  Term  Sheets and  Computational  Materials  (as  defined in the
     no-action  letter dated May 20, 1994 issued by the  Securities and Exchange
     Commission to Kidder, Peabody Acceptance  Corporation-I,  Kidder, Peabody &
     Co.  Incorporated  and Kidder  Structured  Asset  Corporation  (the "Kidder
     Letter")  as modified  by a  no-action  letter  (the  "First PSA  No-Action
     Letter")  issued  by the  staff of the  Commission  on May 27,  1994 to the
     Public  Securities  Association  (the  "PSA") and as further  modified by a
     no-action letter (the "Second PSA No-Action Letter") issued by the staff of
     the  Commission  on  March  9,  1995 to the PSA)  prepared  by  PaineWebber
     Incorporated, which are hereby filed pursuant to such letter.

<PAGE>

ITEM 7.   Financial Statements and Exhibits

          (c) Exhibits

   Item 601(a)
of Regulation S-K
   Exhibit No.                                           Description
- -----------------                                        -----------

      (99)                                  Structural  Term Sheets,  Collateral
                                            Term   Sheets   and    Computational
                                            Materials  prepared  by  PaineWebber
                                            Incorporated   in  connection   with
                                            Empire Funding Home Loan Owner Trust
                                            1999-1,   Home  Loan  Asset   Backed
                                            Notes, Series 1999-1

<PAGE>

          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 hereunto duly authorized.

                                              PAINEWEBBER MORTGAGE ACCEPTANCE
                                              CORPORATION IV


April 21, 1999

                                              By:  /s/ Barbara J. Dawson
                                                   -----------------------------
                                                   Name:   Barbara J. Dawson
                                                   Title:  Senior Vice President

<PAGE>

                                INDEX TO EXHIBITS


                                                                   Paper (P) or
Exhibit No.                      Description                      Electronic (E)
- -----------                      -----------                      --------------

   (99)              Structural Term Sheets,  Collateral                E
                     Term   Sheets   and   Computational
                     Materials  prepared by  PaineWebber
                     Incorporated   in  connection  with
                     Empire   Funding  Home  Loan  Owner
                     Trust   1999-1,   Home  Loan  Asset
                     Backed Notes, Series 1999-1




                            PAINEWEBBER INCORPORATED

                       PRELIMINARY BACKGROUND INFORMATION

                    EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1

                                   DISCLAIMER


- --------------------------------------------------------------------------------
The  information  included  herein  is  produced  and  provided  exclusively  by
PaineWebber  Incorporated ('PW') as underwriter for the Empire Funding Home Loan
Owner Trust  1999-1,  and not by or as agent for Empire  Funding Corp. or any of
its  affiliates  (collectively,   the  'Transferor').  The  Transferor  has  not
prepared, reviewed or participated in the preparation hereof, is not responsible
for the accuracy  hereof and has not authorized the  dissemination  hereof.  The
analysis in this report is accurate to the best of PW's  knowledge  and is based
on information provided by the Transferor. PW makes no representations as to the
accuracy of such information provided by the Transferor.  The information herein
is preliminary,  and will be superseded by the applicable  prospectus supplement
and  prospectus  and  by any  other  information  subsequently  filed  with  the
Securities and Exchange Commission.

All opinions and  conclusions  in this report  reflect PW's  judgment as of this
date and are subject to change.  All analyses  are based on certain  assumptions
noted  herein and  different  assumptions  could yield  substantially  different
results.  You are cautioned  that there is no  universally  accepted  method for
analyzing financial instruments. You should review the assumptions; there may be
differences  between  these  assumptions  and your  actual  business  practices.
Further,  PW does not  guarantee any results and there is no guarantee as to the
liquidity of the  instruments  involved in this analysis.  The decision to adopt
any strategy remains your responsibility. PW (or any of its affiliates) or their
officers,  directors,  analysts or employees may have  positions in  securities,
commodities or derivative  instruments  thereon referred to herein,  and may, as
principal  or agent,  buy or sell such  securities,  commodities  or  derivative
instruments.  In addition,  PW may make a market in the  securities  referred to
herein. Neither the information nor the opinions expressed shall be construed to
be, or constitute, an offer to sell or buy or a solicitation of an offer to sell
or buy any securities,  commodities or derivative  instruments mentioned herein.
Finally, PW has not addressed the legal,  accounting and tax implications of the
analysis with respect to you and PW strongly  urges you to seek advice from your
counsel, accountant and tax advisor.
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                    EMPIRE FUNDING HOME LOAN OWNER TRUST 1999-1
- --------------------------------------------------------------------------------

DESCRIPTION OF INITIAL LOANS AS OF THE STATISTICAL CALCULATION DATE:

Approximate  characteristics of the pool of Initial Loans identified as of March
31,  1999.  Loans equal to  approximately  $250 Million will be delivered on the
Closing Date.

Total Number of Initial Loans:           6,249

Current Principal Balance:         224,324,303

Average Loan Balance:                   35,898

WA Loan Rate:                           13.53%

WA Original Term (months):                 240

WA Remaining Term (months):                233

WA Seasoning (months):                       7

WA FICO Score:                             685

WA Debt-to-Income:                       37.32

WA Original Combined LTV:              118.53%

As of the  Statistical  Calculation  Date,  none of the Initial Loans were 60 or
more days late. Approximately 1.22% of the Initial Loans were 30 to 59 days late
as of the Statistical Calculation Date

Note: Additional  information  regarding the Initial Loans as of the Statistical
      Calculation Date can be found starting on page 8.



- --------------------------------------------------------------------------------
  THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A
   DISCLAIMER, PLEASE CONTACT YOUR PAINEWEBBER INCORPORATED FINANCIAL ADVISOR
                                  IMMEDIATELY.
- --------------------------------------------------------------------------------

                                  PaineWebber

<PAGE>

PRICING INFORMATION (TO 10% CALL) (a)

<TABLE>
- --------------------------------------------------------------------------------------------------------
<CAPTION>
                                                     First      Final
                                                   Principal  Principal  Principal             Expected
       Approximate                          WAL     Payment    Payment    Window     Stated    Ratings
Class   Size (b)         Coupon (c)       (Years)    (Yrs)      (Yrs)      (Yrs)    Maturity  (S&P/Duff)
- -----  -----------       ----------       -------  ---------  ---------  ---------  --------  ----------
<S>    <C>          <C>                   <C>      <C>        <C>        <C>        <C>       <C>
 A-1   59,749,000   Float(d)                0.78     0.08        1.50      1.50     03/25/09   AAA/AAA
 A-2   35,032,000   Fixed                   2.00     1.50        2.50      1.08     09/25/11   AAA/AAA
 A-3   29,161,000   Fixed                   3.00     2.50        3.50      1.08     04/25/13   AAA/AAA
 A-4   30,168,000   Fixed                   5.00     3.50        7.83      4.42     11/25/19   AAA/AAA
 A-5   15,890,000   Fixed                  10.09     7.83       11.08      3.33     05/25/30   AAA/AAA
 M-1   28,125,000   Fixed                   7.58     3.92       11.08      7.25     05/25/30    AA/AA
 M-2   16,250,000   Fixed                   7.58     3.92       11.08      7.25     05/25/30     A/A
 B-1   19,375,000   Fixed                   7.58     3.92       11.08      7.25     05/25/30   BBB/BBB
 B-2   16,250,000   Not Publicly Offered
- -------------------------------------------------------------------------------------------------------
<FN>
Notes:  (a) 100% Prepayment Assumption:  0% CPR in month 1, ramping up to 16% in
            month 15. On and after month 15, 16% CPR.
        (b) Subject to a permitted variance of 5%.
        (c) Coupon  will be  increased  by [0.50%]  for each  payment  after the
            Initial Call Date.
        (d) The lesser of (i) One-Month LIBOR plus 0.__ % and (ii) 12.00%.
</FN>
</TABLE>

Pricing Speed:          0% CPR, increasing to 16% over 15 months.

Payment Date:           The 25th of each month or, if such day is not a Business
                        Day, the next succeeding Business Day, commencing in May
                        1999.

Settlement Date:        On or about [April 28, 1999].

Cut-off Date:           The close of  business  on March 31,  1999.  Because the
                        bonds will be settling flat, only  approximately  30% of
                        the collateral  interest payments collected during April
                        will be deposited into the Trust, the remaining 70% will
                        be retained by Empire.

Payment Delay:          With the exception of the Class A-1 Notes, 24 Days. With
                        respect to the Class A-1 Notes, 0 days.

Payment Terms:          Monthly.

Interest Accrual
Period:                 With the exception of the Class A-1 Notes, interest will
                        accrue on the  Notes at a fixed  rate  during  the month
                        prior to the month of the related Payment Date (from and
                        including  the  Closing  Date until the end of the month
                        prior to the month of the  related  distribution  in the
                        case of the first  Payment  Date)  based on a 30/360 day
                        year. With respect to the Class A-1 Notes, interest will
                        accrue from and including the preceding Payment Date (or
                        from and  including  the Closing Date in the case of the
                        first  Payment  Date) to and  including the day prior to
                        the current  Payment Date at the Class A-1 Note Interest
                        Rate on an  Actual/360  day  basis.  The "Class A-1 Note
                        Interest  Rate"  will be equal to the lesser of (x) with
                        respect to any Payment Date,  One-Month  LIBOR plus 0._%
                        per annum and (y)  12.00%  (the rate  described  in this
                        clause (y), the "A-1 Cap").

<PAGE>

DESCRIPTION OF SECURITIES

Title of Securities:    Empire Funding Home Loan Owner Trust 1999-1

Underlying Collateral:  The   Notes   will  be   secured,   in  part,   by  debt
                        consolidation,  home  improvement,  and other  primarily
                        second lien home equity  mortgage  loans,  with combined
                        loan to  value  ratios  generally  in  excess  of  100%.
                        Approximately  0.35% of the  Notes  will be  secured  by
                        first lien manufactured housing loans.

Statistical
Calculation Date:       The statistical  information presented herein and in the
                        Prospectus  Supplement  concerning  the Initial Loans is
                        based on the characteristics of a portion of the Initial
                        Loans identified as of March 31, 1999 (the  "Statistical
                        Calculation  Date").  Empire  expects  that  the  actual
                        aggregate balance of the Initial Loans as of the Cut-off
                        Date (to be  identified  prior to the Closing Date) will
                        equal approximately $[250] Million.

Transferor/
Sub-Servicer:           Empire Funding Corp.

Servicer:               ContiMortgage Corporation.

Additional
Transferors:            ContiMortgage Corporation
                        California  Lending  Group,  Inc.,  d/b/a United Lending
                        Group.

Master/"Hot" Back-Up
Servicer:               Norwest Bank Minnesota, National Association.

Lead Underwriter:       PaineWebber Incorporated.

Co-Underwriter:         Bear Stearns.

Depositor:              PaineWebber Mortgage Acceptance Corporation IV.

Indenture Trustee
and Grantor Trustee:    U.S.  Bank  National   Association,   d/b/a  First  Bank
                        National Association.

Owner Trustee:          Wilmington Trust Company.

Offering:               Public  shelf  offering - a  prospectus  and  prospectus
                        supplement will be distributed after pricing.

Offered Notes:          Class A-1  through  A-5  Notes  (together,  the  'Senior
                        Notes'),  Class M-1 and Class M-2 Notes (the  'Mezzanine
                        Notes')  and the  Class  B-1  Notes  (together  with the
                        Senior Notes and the Class B-2 Notes, the 'Notes').  The
                        Class B-2 Notes and the Residual  Interest  Certificates
                        are NOT being offered publicly.

Form of Offering:       Book-Entry  form,  same-day funds through DTC for all of
                        the Notes.

Denominations:          The Notes are issueable in minimum  denominations  of an
                        original  amount  of  $25,000  and  multiples  of $1,000
                        thereafter.

<PAGE>

DESCRIPTION OF SECURITIES (Continued)

Recent Developments     On April 16,  1999,  Empire  Funding and  ContiFinancial
                        Corporation and its affiliates  (collectively,  "Conti")
                        agreed  that  Empire  Funding  would  exchange  or  swap
                        certain  assets  in  full  satisfaction  of  all  of the
                        outstanding   indebtedness   owed  to   Conti   and  the
                        reconveyance by Conti of its entire  ownership  interest
                        in  Empire  Funding's  parent,  Empire  Funding  Holding
                        Corporation  ("EFHC"),  which includes 49% of the common
                        stock of EFHC owned by Conti.  Upon  completion  of this
                        transaction,  Empire  Funding's  Chairman  and CEO,  Jim
                        Isaacs, will own 100% of EFHC.

                        The assets being  exchanged by Empire Funding  primarily
                        consist of the assets that as of the agreement  date had
                        been pledged to secure the outstanding indebtedness owed
                        to Conti,  including,  but not limited to certain loans,
                        certain  interests  in  residual  interests  from  prior
                        securitization   transactions,   and   certain   current
                        servicing  rights  from  its  servicing  portfolio.   In
                        connection  with the exchange of loan servicing  rights,
                        Empire, as the subservicer, will continue to service the
                        underlying  HLTV  loans and  receive  a  portion  of the
                        servicing  fee  under a  subservicing  arrangement  with
                        Conti.

Credit Enhancement:     Credit  enhancement  with  respect to the Offered  Notes
                        will  be   provided   by  (1)   Excess   Interest,   (2)
                        Overcollateralization,  and (3) the subordination of the
                        rights of holders of the Residual Interest  Certificate,
                        the Class B-2  Notes,  and the  lower-rated  classes  of
                        Offered  Notes  to  receive   interest  and   principal,
                        respectively.

Excess Interest:        The  weighted  average  coupon  rate  on  the  loans  is
                        generally  expected  to be  higher  than  the sum of the
                        master   servicing   fee,   the   servicing   fee,   the
                        sub-servicing  fee,  the trustee  fee,  and the interest
                        rate  on the  Notes,  thus  generating  excess  interest
                        collections  which will be available to fund payments on
                        the Notes on each Payment Date.

<PAGE>

DESCRIPTION OF SECURITIES (Continued)

Overcollateralization:  Excess   Interest   will  be  applied,   to  the  extent
                        available,  to make accelerated payments of principal to
                        the  Notes  then   entitled   to  receive   payments  of
                        principal;  such  application  will cause the  aggregate
                        principal  balance of the Notes to amortize more rapidly
                        than  the  loans.   Prior  to  the  Stepdown  Date,  the
                        Overcollateralization  Target  Amount equals the greater
                        of  (a)  [3.50%]  of the  the  Original  Pool  Principal
                        Balance and (b) the Net Delinquency  Calculation Amount.
                        On    and    after    the     Stepdown     Date,     the
                        Overcollateralization  Target  Amount equals the greater
                        of (a) [7.00%] of the Pool  Principal  Balance as of the
                        end  of  the   related   Due  Period  and  (b)  the  Net
                        Delinquency        Calculation        Amount.        The
                        Overcollateralization  Target  Amount  will  not  in any
                        event  be  less  than  [0.50%]  of  the  Original   Pool
                        Principal Balance (the `Overcollateralization Floor') or
                        greater than the outstanding Class Principal Balances of
                        the Notes.

Net Delinquency
Calculation Amount:     With respect to any Payment Date, the excess, if any, of
                        (x) the  product  of  [1.7]  and the Six  Month  Rolling
                        Delinquency  Average over (y) the  aggregate  amounts of
                        Excess Spread for the three preceding Payment Dates. The
                        Net Delinquency Calculation Amount may be removed if the
                        Rating   Agencies  no  longer  require  it.  The  Rating
                        Agencies must confirm that the original ratings assigned
                        will not be  downgraded or withdrawn as a result of such
                        change.   After   such   change   the  Net   Delinquency
                        Calculation  Amount  would be  deemed to be zero for all
                        future calculations.

Subordination:          The  rights  of the  Class M-1  Noteholders  to  receive
                        payments  of  interest  on  each  Payment  Date  will be
                        subordinate  to those  of the  Senior  Noteholders,  the
                        rights of the Class M-2 Noteholders to receive  payments
                        of interest on each Payment Date will be  subordinate to
                        those  of the  Senior  Noteholders  and  the  Class  M-1
                        Noteholders,  the rights of the Class B-1 Noteholders to
                        receive  payments of interest on each  Payment Date will
                        be  subordinate to those of the Senior  Noteholders  and
                        the Mezzanine  Noteholders,  the rights of the Class B-2
                        Noteholders  to receive  payments  of  interest  on each
                        Payment Date will be subordinate to those of the holders
                        of the  Offered  Notes,  and the rights of the  Residual
                        Interest  Certificateholders to receive distributions on
                        each  Payment Date will be  subordinate  to those of the
                        Noteholders.

<PAGE>

DESCRIPTION OF SECURITIES (Continued)

Subordination
(Continued):            The  rights  of the  Class M-1  Noteholders  to  receive
                        payments  of  principal  on each  Payment  Date  will be
                        subordinate  to those  of the  Senior  Noteholders,  the
                        rights of the Class M-2 Noteholders to receive  payments
                        of principal on each Payment Date will be subordinate to
                        those  of the  Senior  Noteholders  and  the  Class  M-1
                        Noteholders,  the rights of the Class B-1 Noteholders to
                        receive  payments of principal on each Payment Date will
                        be  subordinate to those of the Senior  Noteholders  and
                        the Mezzanine  Noteholders,  the rights of the Class B-2
                        Noteholders  to receive  payments of  principal  on each
                        Payment Date will be subordinate to those of the holders
                        of the  Offered  Notes,  and the rights of the  Residual
                        Interest  Certificateholders to receive distributions on
                        each  Payment Date will be  subordinate  to those of the
                        Noteholders.

Stepdown Date:          The Stepdown Date means the first Payment Date occurring
                        after [April 25, 2002] as to which the  aggregate  Class
                        Principal Balance of the Senior Notes will be able to be
                        reduced to the excess of (i) the Pool Principal  Balance
                        as of the  preceding  Determination  Date  over (ii) the
                        greater of (a) the sum of (1) approximately  [64.00]% of
                        the  Pool   Principal   Balance  as  of  the   preceding
                        Determination  Date  and (2)  the  Overcollateralization
                        Target  Amount for such  Payment Date and (b) [0.50%] of
                        the Original Pool Principal Balance.

Optional Termination:   The holders of an aggregate  percentage  interest in the
                        Residual Interest  Certificates in excess of 50% may, at
                        their option, effect an early termination of the Grantor
                        Trust on or after  any  Payment  Date on which  the Pool
                        Principal  Balance  declines  to  10%  or  less  of  the
                        Original Pool  Principal  Balance,  by purchasing all of
                        the  Loans  at a price  equal  to or  greater  than  the
                        Termination Price.

<PAGE>

DESCRIPTION OF SECURITIES (Continued)

Summary of Subordination & Overcollateralization Target Amounts:

                    Initial         Before          After          After
                    Expected       Stepdown       Stepdown        Stepdown
                  Subord. (a)   O/C Target (b)   Subord. (c)   O/C Target (d)
                  -----------   --------------   -----------   --------------

Senior Notes        32.00%          3.50%          64.00%          7.00%
Class M-1 Notes     20.75%          3.50%          41.50%          7.00%
Class M-2 Notes     14.25%          3.50%          28.50%          7.00%
Class B-1 Notes      6.50%          3.50%          13.00%          7.00%

- --------------------------------------------------------------------------------
(a)  The initial amount of  subordination  for each class as of the Closing Date
     as a percentage of original collateral balance.
(b)  The Overcollateralization Target Amount prior to the Stepdown Date.
(c)  The  expected  subordination  for  each  class  on the  Stepdown  Date as a
     percentage of the then current collateral balance.
(d)  The Overcollateralization Target Amount on and after the Stepdown Date as a
     percentage of the then current collateral balance, but at no time less than
     the Overcollateralization Floor.

<PAGE>

DESCRIPTION OF SECURITIES (Continued)

Payment and
Distribution
Priorities:             (1)  interest to the holders of the Senior Notes;
                        (2)  interest to the holders of the Class M-1 Notes;
                        (3)  interest to the holders of the Class M-2 Notes;
                        (4)  interest to the holders of the Class B-1 Notes;
                        (5)  interest to the holders of the Class B-2 Notes;
                        (6)  principal   to  the  Class  A  Notes  as   follows:
                             sequentially to pay principal to the holders of the
                             Class A-1, Class A-2, Class A-3, Class A-4, and the
                             Class A-5 in that order until the respective  Class
                             Principal Balances thereof are reduced to zero, the
                             amount  necessary  to reduce  the  aggregate  Class
                             Principal Balance of the Senior Notes to the Senior
                             Optimal Principal Balance; provided,  however, that
                             on each  Payment  Date  occurring  on or after  any
                             reduction  of the Class  Principal  Balances of the
                             Class  M and  Class B Notes  to  zero  through  the
                             application  of  Allocable  Loss  Amounts,  payment
                             shall be made among the remaining  Senior Notes pro
                             rata  and  not  in  accordance   with  the  payment
                             priorities set forth above;
                        (7)  sequentially,  to the  holders of the Class M-1 and
                             the Class M-2 Notes, in that order, until the Class
                             Principal  Balances  thereof  are  reduced  to  the
                             Optimal Principal Balance, respectively;
                        (8)  sequentially, to the holders of the Class B-1 Notes
                             and the Class B-2 Notes,  in that order,  until the
                             Class Principal Balances thereof are reduced to the
                             Optimal Principal Balance;
                        (9)  sequentially  to the  Class M-1 Notes and the Class
                             M-2 Notes,  in that order,  until their  respective
                             Loss Reimbursement Deficiencies,  if any, have been
                             paid in full;
                        (10) sequentially,  to the Class B-1 Notes and the Class
                             B-2 Notes, in that order, until the applicable Loss
                             Reimbursement  Deficiencies,  if any, has been paid
                             in full;
                        (11) any  remaining   amounts  to  the  holders  of  the
                             Residual Interest Certificates.

<PAGE>

DESCRIPTION OF SECURITIES (Continued)

Application of
Allocable Loss
Amounts:                In the event that on any Payment Date (a) the  aggregate
                        of the Class Principal  Balances of all Classes of Notes
                        on any Payment Date (after giving effect to all payments
                        on such date) exceeds (b) the sum of the Pool  Principal
                        Balance, as of the end of the immediately  preceding Due
                        Period (such excess,  an "Allocable Loss Amount"),  such
                        Allocable Loss Amount will be applied,  sequentially, in
                        reduction of the Class  Principal  Balances of the Class
                        B-2 Notes,  the Class B-1 Notes, the Class M-2 Notes and
                        the Class M-1 Notes, in that order, until the respective
                        Class  Principal  Balances  thereof have been reduced to
                        zero.  Allocable  Loss  Amounts  will not be  applied in
                        reduction of the Class Principal Balance of any Class of
                        Senior  Notes.  Allocable  Loss  Amounts  applied to any
                        applicable  Class of Notes  will  entitle  such Class to
                        reimbursement  (such entitlement,  a "Loss Reimbursement
                        Deficiency") in accordance  with the payment  priorities
                        specified herein until the earlier of (x) the payment in
                        full of such  amount,  and (y) the  applicable  Maturity
                        Date.

Optional Termination:   The holders of an aggregate  percentage  interest in the
                        Residual Interest  Certificates in excess of 50% may, at
                        their option, effect an early termination of the Grantor
                        Trust on or after  any  Payment  Date on which  the Pool
                        Principal  Balance  declines  to  10%  or  less  of  the
                        Original Pool  Principal  Balance,  by purchasing all of
                        the  Loans  at a price  equal  to or  greater  than  the
                        Termination Price.

Servicing/Other Fees:   The  collateral is subject to certain fees,  including a
                        master   servicing   fee,  a   servicing   fee,   and  a
                        sub-servicing  fee equal to [1.00]% in the  aggregate as
                        well as a trustee's fees equal to [0.0080]% per annum.

Advancing by Servicer:  There is no required  advancing of delinquent  principal
                        or interest by the Master  Servicer,  the Servicer,  the
                        Sub-servicer, or Indenture Trustee.

<PAGE>

DESCRIPTION OF SECURITIES (Continued)

Tax Considerations:     The issuer will be an Owner  Trust.  The  Offered  Notes
                        will be  characterized  as debt for  federal  income tax
                        purposes.

ERISA Considerations:   In general,  the Offered  Notes will be ERISA  eligible.
                        However,  investors  should  consult with their  counsel
                        with  respect to the  consequences  under  ERISA and the
                        Internal  Revenue  Code of the  Plan's  acquisition  and
                        ownership of such certificates.

SMMEA Eligibility:      NONE of the Notes will be SMMEA-eligible.

Prospectus:             The  Offered  Notes  are  being  offered  pursuant  to a
                        Prospectus   which  includes  a  Prospectus   Supplement
                        (together, the 'Prospectus').  Complete information with
                        respect  to the  Offered  Notes  and the  collateral  is
                        contained  in the  Prospectus.  The  material  presented
                        herein is qualified  in its entirety by the  information
                        appearing  in the  Prospectus.  To the  extent  that the
                        foregoing  is  inconsistent  with  the  Prospectus,  the
                        Prospectus  shall govern in all  respects.  Sales of the
                        Offered  Notes  may  not  be   consummated   unless  the
                        purchaser has received the Prospectus.

<PAGE>

DESCRIPTION OF INITIAL LOANS AS OF STATISTICAL CALCULATION DATE

   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Transferor               Empire Funding Corp.     5,479     196,598,187    87.64
                         ContiMortgage Corp.        425      15,398,996     6.86
                         United Lending Group       345      12,327,120     5.50
                                                  -----    ------------    -----
                                                  6,249    $224,324,303     100%


   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Current Balance          $10,000 or less             39         333,809     0.15
                         $10,000.01 - $20,000       719      12,124,727     5.40
                         $20,000.01 - $30,000     1,828      46,437,705    20.70
                         $30,000.01 - $40,000     1,820      63,285,352    28.21
                         $40,000.01 - $50,000       895      40,436,315    18.03
                         $50,000.01 - $60,000       363      20,035,753     8.93
                         $60,000.01 - $70,000       305      19,805,902     8.83
                         $70,000.01 - $80,000       210      15,587,100     6.95
                         $80,000.01 or greater       70       6,277,639     2.80
                                                  -----    ------------    -----
                                                  6,249    $224,324,303     100%


   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Current Rate             7.000% and less              1          34,307     0.02
                         9.501% - 10.000%             3          92,131     0.04
                         10.001% - 10.500%            5         183,902     0.08
                         10.501% - 11.000%          127       5,577,664     2.49
                         11.001% - 11.500%          369      15,868,331     7.07
                         11.501% - 12.000%          625      26,181,651    11.67
                         12.001% - 12.500%          311      12,768,629     5.69
                         12.501% - 13.000%        1,236      46,669,682    20.80
                         13.001% - 13.500%          616      23,666,326    10.55
                         13.501% - 14.000%          534      19,437,283     8.66
                         14.001% - 14.500%          359      11,423,238     5.09
                         14.501% - 15.000%          837      27,879,770    12.43
                         15.001% - 15.500%          217       6,472,927     2.89
                         15.501% - 16.000%          453      13,249,667     5.91
                         16.001% - 16.500%          333       9,032,038     4.03
                         16.501% - 17.000%          124       3,348,383     1.49
                         17.001% - 17.500%           54       1,228,754     0.55
                         17.501% - 18.000%           32         888,890     0.40
                         18.001% - 18.500%            6         128,098     0.06
                         18.501% - 19.000%            7         192,631     0.09
                                                  -----    ------------    -----
                                                  6,249    $224,324,303     100%

<PAGE>

DESCRIPTION OF INITIAL LOANS AS OF STATISTICAL CALCULATION DATE

   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Lien Type                First Lien                  58       2,158,279     0.96
                         Second Lien              6,190     222,161,548    99.04
                         Third Lien                   1           4,476     0.00
                                                  -----    ------------    -----
                                                  6,249    $224,324,303     100%


   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Original Combined LTV    Up to 100.00%                3          42,766     0.02
                         100.01% to 105.00%         338      10,106,207     4.51
                         105.01% to 110.00%         692      22,075,022     9.84
                         110.01% to 115.00%       1,040      34,982,407    15.59
                         115.01% to 120.00%       1,242      44,706,853    19.93
                         120.01% to 125.00%       2,898     111,118,010    49.53
                         125.01% or greater          36       1,293,037     0.58
                                                  -----    ------------    -----
                                                  6,249    $224,324,303     100%


   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Credit Risk - By 20      619 or less                132       3,919,783     1.75
                         620 to 639                 620      17,223,751     7.68
                         640 to 659               1,147      34,487,089    15.37
                         660 to 679               1,066      37,923,247    16.91
                         680 to 699               1,338      54,870,689    24.46
                         700 to 719                 966      38,196,225    17.03
                         Greater than 719           980      37,703,520    16.81
                                                  -----    ------------    -----
                                                  6,249    $224,324,303     100%


   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Debt-to-Income Ratio     20.00 or less               93       2,813,154     1.25
                         20.01 to 25.00             267       8,272,883     3.69
                         25.01 to 30.00             582      19,155,270     8.54
                         30.01 to 35.00           1,359      47,109,095    21.00
                         35.01 to 40.00           2,076      73,621,282    32.82
                         40.01 to 45.00           1,618      64,583,158    28.79
                         45.01 to 50.00             234       7,965,349     3.55
                         Greater than 50.00          20         804,113     0.36
                                                  -----    ------------    -----
                                                  6,249    $224,324,303     100%

<PAGE>

DESCRIPTION OF INITIAL LOANS AS OF STATISTICAL CALCULATION DATE

   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

State                    California                 570      22,219,789     9.91
                         Illinois                   436      17,161,187     7.65
                         Maryland                   370      15,014,544     6.69
                         Florida                    434      14,674,807     6.54
                         Pennsylvania               410      14,615,091     6.52
                         Indiana                    351      11,690,298     5.21
                         North Carolina             280       9,951,663     4.44
                         Ohio                       296       9,002,415     4.01
                         Georgia                    241       8,612,982     3.84
                         Missouri                   252       8,195,928     3.65
                         Colorado                   196       7,707,879     3.44
                         Arizona                    226       7,206,291     3.21
                         Michigan                   187       6,478,378     2.89
                         South Carolina             147       5,209,499     2.32
                         Washington                 127       5,099,437     2.27
                         Wisconsin                  139       5,018,844     2.24
                         Virginia                   144       4,812,674     2.15
                         Kentucky                   134       4,596,587     2.05
                         Kansas                     127       4,132,708     1.84
                         Oklahoma                   118       4,000,426     1.78
                         Utah                       113       3,990,279     1.78
                         Nevada                     104       3,824,942     1.71
                         New Jersey                  88       3,277,485     1.46
                         Minnesota                   72       2,671,322     1.19
                         Iowa                        68       2,452,140     1.09
                         Nebraska                    66       2,434,101     1.09
                         Louisiana                   72       2,349,740     1.05
                         New Mexico                  56       2,245,043     1.00
                         Tennessee                   63       1,893,373     0.84
                         Oregon                      47       1,886,764     0.84
                         New York                    46       1,877,331     0.84
                         Idaho                       44       1,602,837     0.71
                         Connecticut                 36       1,463,131     0.65
                         Massachusetts               23       1,086,112     0.48
                         Texas                       28         801,653     0.36
                         Hawaii                      14         652,170     0.29
                         Delaware                    21         625,584     0.28
                         New Hampshire               14         625,067     0.28
                         Mississippi                 19         597,967     0.27
                         Rhode Island                14         587,420     0.26
                         West Virginia               13         404,119     0.18
                         Montana                      7         299,097     0.13
                         Maine                        7         255,553     0.11
                         Alaska                       5         246,723     0.11
                         South Dakota                 5         223,888     0.10
                         Arkansas                     8         209,262     0.09
                         Wyoming                      4         146,088     0.07
                         North Dakota                 5         135,487     0.06
                         District of Columbia         2          58,201     0.03
                                                  -----   - -----------    -----
                                                  6,249   $ 224,324,303     100%

<PAGE>

DESCRIPTION OF INITIAL LOANS AS OF STATISTICAL CALCULATION DATE

   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Original Term (mos)      31 -  60                    12         213,165     0.10
                         61 -  90                    13         298,099     0.13
                         91 - 120                   444      12,392,281     5.52
                         121 - 150                   28         708,093     0.32
                         151 - 180                2,197      71,423,439    31.84
                         181 - 210                    9         246,147     0.11
                         211 - 240                1,119      41,579,485    18.54
                         241 - 270                    1          30,745     0.01
                         271 - 300                2,423      97,214,715    43.34
                         > 300                        3         218,134     0.10
                                                  -----    ------------    -----
                                                  6,249    $224,324,303     100%


   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Remaining Term (mos)     0 -  30                      1           1,432     0.00
                         31 -  60                    14         282,506     0.13
                         61 -  90                    17         318,721     0.14
                         91 - 120                   442      12,438,666     5.54
                         121 - 150                   26         664,044     0.30
                         151 - 180                2,200      71,463,237    31.86
                         181 - 210                    9         307,211     0.14
                         211 - 240                1,113      41,384,892    18.45
                         241 - 270                    3         119,329     0.05
                         271 - 300                2,421      97,126,130    43.30
                         > 300                        3         218,134     0.10
                                                 -----    ------------    -----
                                                 6,249    $224,324,303     100%


   Aggregate Field            Description         Count      Balance$      Pool%
   ---------------            -----------         -----      --------      -----

Seasoning (mos)          Less than one              466      16,909,898     7.54
                         1 - 3                    1,089      41,763,982    18.62
                         4 - 6                    2,185      81,119,145    36.16
                         7 - 9                    1,101      40,261,886    17.95
                         10 or greater            1,408      44,269,391    19.73
                                                 -----    ------------    -----
                                                 6,249    $224,324,303     100%

<PAGE>

THE FOLLOWING TABLE RUNS TO CALL:

                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-1          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)      4.15      1.22      0.94      0.78      0.68      0.60
FIRST PAY            05/99     05/99     05/99     05/99     05/99     05/99
LAST PAY             05/07     11/01     03/01     10/00     07/00     05/00
WINDOW (YEARS)        8.08      2.58      1.92      1.50      1.25      1.08


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-2          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)      9.57      3.44      2.52      2.00      1.67      1.44
YIELD @ 100.000      6.36%     6.28%     6.24%     6.19%     6.15%     6.11%
DURATION (YEARS)      7.00      3.01      2.27      1.83      1.55      1.34
FIRST PAY            05/07     11/01     03/01     10/00     07/00     05/00
LAST PAY             03/10     08/03     06/02     10/01     05/01     01/01
WINDOW (YEARS)        2.92      1.83      1.33      1.08      0.92      0.75


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-3          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     11.76      5.20      3.81      3.00      2.47      2.11
YIELD @ 100.000      6.50%     6.46%     6.43%     6.40%     6.36%     6.33%
DURATION (YEARS)      8.04      4.30      3.30      2.66      2.23      1.92
FIRST PAY            03/10     08/03     06/02     10/01     05/01     01/01
LAST PAY             11/11     05/05     10/03     10/02     03/02     09/01
WINDOW (YEARS)        1.75      1.83      1.42      1.08      0.92      0.75


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-4          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     15.21      8.29      6.31      5.00      4.11      3.30
YIELD @ 100.000      6.74%     6.71%     6.69%     6.68%     6.66%     6.63%
DURATION (YEARS)      9.26      6.15      4.97      4.11      3.48      2.87
FIRST PAY            11/11     05/05     10/03     10/02     03/02     09/01
LAST PAY             11/18     04/11     12/08     02/07     10/05     09/04
WINDOW (YEARS)        7.08      6.00      5.25      4.42      3.67      3.08


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-5          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     21.85     14.81     12.03     10.09      8.46      7.17
YIELD @ 100.000      7.33%     7.32%     7.31%     7.30%     7.29%     7.28%
DURATION (YEARS)     10.69      8.82      7.80      6.95      6.14      5.43
FIRST PAY            11/18     04/11     12/08     02/07     10/05     09/04
LAST PAY             12/21     06/15     04/12     05/10     08/08     03/07
WINDOW (YEARS)        3.17      4.25      3.42      3.33      2.92      2.58

<PAGE>

THE FOLLOWING TABLE RUNS TO CALL (Continued):

                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS M-1          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     18.76     11.66      9.25      7.58      6.30      5.45
YIELD @ 100.000      8.10%     8.08%     8.07%     8.06%     8.04%     8.03%
DURATION (YEARS)      9.35      7.22      6.21      5.39      4.70      4.22
FIRST PAY            05/12     12/05     04/04     03/03     06/02     09/02
LAST PAY             12/21     06/15     04/12     05/10     08/08     03/07
WINDOW (YEARS)        9.67      9.58      8.08      7.25      6.25      4.58


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS M-2          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     18.76     11.66      9.25      7.58      6.30      5.38
YIELD @ 100.000      9.10%     9.08%     9.07%     9.06%     9.04%     9.02%
DURATION (YEARS)      8.71      6.85      5.94      5.19      4.55      4.05
FIRST PAY            05/12     12/05     04/04     03/03     06/02     07/02
LAST PAY             12/21     06/15     04/12     05/10     08/08     03/07
WINDOW (YEARS)        9.67      9.58      8.08      7.25      6.25      4.75


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS B-1          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     18.76     11.66      9.25      7.58      6.30      5.36
YIELD @ 83.000      11.36%    11.92%    12.34%    12.79%    13.29%    13.81%
DURATION (YEARS)      7.78      6.27      5.48      4.80      4.22      3.76
FIRST PAY            05/12     12/05     04/04     03/03     06/02     06/02
LAST PAY             12/21     06/15     04/12     05/10     08/08     03/07
WINDOW (YEARS)        9.67      9.58      8.08      7.25      6.25      4.83

<PAGE>

THE FOLLOWING TABLE RUNS TO MATURITY:

                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-1          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)      4.15      1.22      0.94      0.78      0.68      0.60
FIRST PAY            05/99     05/99     05/99     05/99     05/99     05/99
LAST PAY             05/07     11/01     03/01     10/00     07/00     05/00
WINDOW (YEARS)        8.08      2.58      1.92      1.50      1.25      1.08


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-2          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)      9.57      3.44      2.52      2.00      1.67      1.44
YIELD @ 100.000      6.36%     6.28%     6.24%     6.19%     6.15%     6.11%
DURATION (YEARS)      7.00      3.01      2.27      1.83      1.55      1.34
FIRST PAY            05/07     11/01     03/01     10/00     07/00     05/00
LAST PAY             03/10     08/03     06/02     10/01     05/01     01/01
WINDOW (YEARS)        2.92      1.83      1.33      1.08      0.92      0.75


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-3          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     11.76      5.20      3.81      3.00      2.47      2.11
YIELD @ 100.000      6.50%     6.46%     6.43%     6.40%     6.36%     6.33%
DURATION (YEARS)      8.04      4.30      3.30      2.66      2.23      1.92
FIRST PAY            03/10     08/03     06/02     10/01     05/01     01/01
LAST PAY             11/11     05/05     10/03     10/02     03/02     09/01
WINDOW (YEARS)        1.75      1.83      1.42      1.08      0.92      0.75


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-4          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     15.21      8.29      6.31      5.00      4.11      3.30
YIELD @ 100.000      6.74%     6.71%     6.69%     6.68%     6.66%     6.63%
DURATION (YEARS)      9.26      6.15      4.97      4.11      3.48      2.87
FIRST PAY            11/11     05/05     10/03     10/02     03/02     09/01
LAST PAY             11/18     04/11     12/08     02/07     10/05     09/04
WINDOW (YEARS)        7.08      6.00      5.25      4.42      3.67      3.08


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS A-5          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     22.31     16.38     13.73     11.54      9.79      8.39
YIELD @ 100.000      7.33%     7.34%     7.35%     7.34%     7.34%     7.34%
DURATION (YEARS)     10.77      9.23      8.34      7.48      6.70      6.01
FIRST PAY            11/18     04/11     12/08     02/07     10/05     09/04
LAST PAY             12/23     03/23     03/22     01/20     09/17     05/15
WINDOW (YEARS)        5.17     12.00     13.33     13.00     12.00     10.75

<PAGE>

THE FOLLOWING TABLE RUNS TO MATURITY (Continued):

                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS M-1          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     18.96     12.35      9.99      8.21      6.87      5.97
YIELD @ 100.000      8.10%     8.09%     8.09%     8.08%     8.07%     8.06%
DURATION (YEARS)      9.39      7.37      6.42      5.60      4.93      4.45
FIRST PAY            05/12     12/05     04/04     03/03     06/02     09/02
LAST PAY             11/23     12/22     08/21     02/19     10/16     06/14
WINDOW (YEARS)       11.58     17.08     17.42     16.00     14.42     11.83


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS M-2          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     18.96     12.34      9.97      8.19      6.85      5.88
YIELD @ 100.000      9.10%     9.09%     9.09%     9.08%     9.07%     9.05%
DURATION (YEARS)      8.73      6.98      6.12      5.37      4.74      4.26
FIRST PAY            05/12     12/05     04/04     03/03     06/02     07/02
LAST PAY             10/23     07/22     09/20     02/18     08/15     05/13
WINDOW (YEARS)       11.50     16.67     16.50     15.00     13.25     10.92


                                   % of Prepayment Assumption
                    --------------------------------------------------------
   CLASS B-1          0%       50%       75%       100%      125%      150%
   ---------          --       ---       ---       ----      ----      ----
AVG LIFE (YEARS)     18.95     12.31      9.93      8.15      6.81      5.84
YIELD @ 83.000      11.36%    11.89%    12.28%    12.71%    13.18%    13.65%
DURATION (YEARS)      7.80      6.35      5.58      4.91      4.34      3.89
FIRST PAY            05/12     12/05     04/04     03/03     06/02     06/02
LAST PAY             09/23     02/22     10/19     03/17     08/14     07/12
WINDOW (YEARS)       11.42     16.25     15.58     14.08     12.25     10.17



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