<PAGE>
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report August 12, 1998
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-50445 13-3411414
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One New York Plaza, 18th Floor
New York, New York 10292-2018
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 214-1000
---------------------------------------------
Registrant's telephone number including area code
Not Applicable
----------------------------------------------------------
(Former name or former address, if changed since last report.)
- -------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS.
Attached as Exhibit 99.3 to this Current Report are certain materials
("Structural and Collateral Term Sheet") furnished to the Registrant by
Prudential Securities Incorporated and CIBC Oppenheimer Corp. (collectively,
the "Underwriters"), in respect of the Prudential Securities Secured Financing
Corporation Commercial Mortgage Pass-Through Certificates, Series 1998-C1,
Class A-1A1, Class A-1A2, Class A-1A3, Class A-1B, Class A-2MF, Class B, Class
C, Class D and Class E Certificates (the "Certificates"). The Certificates will
be offered pursuant to a Prospectus dated July 31, 1998, and a Prospectus
Supplement thereto dated August 12, 1998 (the Prospectus and the Prospectus
Supplement are collectively referred to herein as the "Prospectus") to be filed
with the Commission pursuant to Rule 424(b)(2) under the Securities Act of
1933, as amended (the "Act"). The Certificates have been registered pursuant to
the Act under a Registration Statement on Form S-3 (Commission File No.
333-50445)(the "Registration Statement").
The Computational Materials were prepared by the Underwriters, and the
Registrant did not prepare or participate (other than providing to the
Underwriters certain background information concerning the underlying pool of
assets upon which the Computational Materials are based) in the preparation of
the Computational Materials.
Any statements or information contained in these Computational
Materials shall be deemed to be modified or superseded for the purposes of the
Prospectus and the Registration Statement by statements or information
contained in the Prospectus.
ITEM 7. FINANCIAL STATEMENTS: PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable
(c) Exhibits
99.3 Structural and Collateral Term Sheet
2
<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 hereunto duly authorized.
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: /s/ Vincent T. Pica II
--------------------------------
Vincent T. Pica II
President
DATED: August 12, 1998
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
99.3 Structural and Collateral Term Sheet
4
<PAGE>
- -------------------------------------------------------------------------------
STRUCTURAL AND COLLATERAL TERM SHEET
PRUDENTIAL SECURITIES SECURED FINANCING CORP. (DEPOSITOR)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C1
$1,018,589,000 (APPROXIMATE)
- -------------------------------------------------------------------------------
The information included herein is provided solely by Prudential Securities
Incorporated ("PSI") and CIBC Oppenheimer Corp. ("CIBCOPCO") as Underwriters
for the Prudential Securities Secured Financing Corp. Series 1998-C1
transaction. The analysis in this report is accurate to the best of the
Underwriters' knowledge and is based on information provided by National Realty
Funding, L.C. ("NRF"), Prudential Mortgage Capital Company, LLC ("PMCC"), CIBC
Oppenheimer Corp. ("CIBCOPCO") and a third party real estate financial services
company, collectively known as the "Originators." Underwriters make no
representations as to the accuracy of such information. All opinions and
conclusions in this report reflect Underwriters' 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 or commercial mortgage loans. You should review the
assumptions; there may be differences between these assumptions and your actual
business practices. Further, Underwriters do 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.
Underwriters (or any of their affiliates) or their officers, directors,
analysts or employees may have positions in securities, or derivative
instruments thereon referred to herein, and may, as principal or agent, buy or
sell such securities, or derivative instruments. In addition, Underwriters may
make a market in the securities referred to herein, but are not obligated to do
so. Finally, Underwriters have not addressed the legal, accounting and tax
implications of the analysis with respect to you and the Underwriters strongly
urge you to seek advice from your counsel, accountant and tax advisor.
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, or derivative instruments mentioned herein.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 1 CIBC OPPENHEIMER CORP.
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
STRUCTURAL AND COLLATERAL TERM SHEET
PRUDENTIAL SECURITIES SECURED FINANCING CORP. (DEPOSITOR)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C1
$1,018,589,000 (APPROXIMATE)
- -------------------------------------------------------------------------------
APPROXIMATE SECURITIES STRUCTURE
- --------------------------------
<TABLE>
<CAPTION>
Approx. Expected
Expected Face/Notional Credit Weighted Principal
Rating Amount Support Average Payment
Class (Moody's/S&P) ($000's) (% of UPB) Life(a) Window(a)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PUBLICLY OFFERED CLASSES
A-1A1 Aaa/AAA 75,000 28.75 2.311 9/98-11/02
A-1A2 Aaa/AAA 73,548 28.75 5.129 11/02-10/04
A-1A3 Aaa/AAA 110,000 28.75 7.922 10/04-9/07
A-1B Aaa/AAA 384,826 28.75 9.503 9/07-7/08
A-2MF Aaa/AAA 176,673 28.75 9.565 4/05-7/08
B Aa2/AA 57,548 23.75 9.900 7/08-7/08
C A2/A 63,303 18.25 11.067 7/08-5/10
D Baa2/BBB 60,426 13.00 13.155 5/10-1/13
E Baa3/BBB- 17,265 11.50 14.400 1/13-1/13
PRIVATELY PLACED CLASSES
A-EC Aaa/AAAr 1,150,953 28.75
F Ba1/BB+ 25,897 9.25 14.414 1/13-2/13
G NR(b)/BB+ 28,774 6.75 14.538 2/13-4/13
H Ba2/BB 8,633 6.00 14.650 4/13-4/13
J Ba3/NR 11,510 5.00 14.685 4/13-5/13
K NR(b)/B+ 17,265 3.50 14.836 5/13-9/13
L B2/NR(b) 14,387 2.25 16.070 9/13-9/15
M B3/NR(b) 8,633 1.50 18.266 9/15-12/17
N-1 NR(b)/NR(b) 17,265 0.00 19.501 12/17-7/18
N-2 NR(b)/NR(b) 17,265 0.00 19.501 12/17-7/18
Total Securities:
- -------------------------------------------------------------------------------
</TABLE>
(a) Calculated at 0% CPR and no balloon or ARD extensions.
(b) Rating not obtained by Depositor from such Rating Agency.
COLLATERAL FACTS:
- -----------------
Cut-Off Date Balance: $1,150,953,450
Number of Mortgage Loans: 256
Average Cut-Off Date Balance: $4,495,912
Weighted Average Mortgage Interest Rate: 7.42%
Weighted Average Original Amortization Term (months): 322.7
Weighted Average DSCR: 1.41x
Weighted Average LTV Ratio: 72.18%
Weighted Average Balloon/ARD LTV Ratio: 56.69%
Weighted Average Remaining Term to Maturity/ARD (months): 132.3
<TABLE>
<CAPTION>
NUMBER OF
PROPERTY CUT-OFF MORTGAGE PERCENT BY WTD. AVG.
TYPE BALANCE PROPERTIES BALANCE DSCR
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Multifamily 287,347,536 64 24.97 1.40
Retail - Anchored 196,419,338 32 17.07 1.40
Office 192,027,500 53 16.68 1.35
Retail - Unanchored 122,276,346 49 10.62 1.39
Industrial 80,505,010 28 6.99 1.34
Hotel 75,783,825 17 6.58 1.56
Retail - Single Tenant 56,870,053 20 4.94 1.31
Mixed Use 34,718,715 10 3.02 1.37
Assisted Living 27,158,978 5 2.36 1.59
Warehouse 25,276,838 9 2.20 1.39
Other 52,569,311 16 4.57 1.66
- -------------------------------------------------------------------------------
Total $1,150,953,450 303 100.00 1.41
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF % OF
COLLATERAL CUT-OFF MORTGAGE CUT-OFF WTD. WTD.AVG.
CONTRIBUTORS BALANCE LOANS BALANCE AVG. DSCR COUPON
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NRF $576,441,697 145 50.08 1.43 7.38
PMCC 368,823,327 71 32.05 1.36 7.17
CIBC 181,446,213 29 15.76 1.43 7.92
Other 24,242,213 11 2.11 1.46 8.63
- -------------------------------------------------------------------------------
Total $1,150,953,450 256 100.00 1.41 7.42
</TABLE>
<PAGE>
KEY FEATURES:
- -------------
Lead Manager & Prudential Securities Incorporated ("PSI")
Placement Agent:
Co-Lead Manager & CIBC Oppenheimer Corp. ("CIBCOPCO")
Placement Agent:
Mortgage Loan National Realty Finance L.C. ("NRFinance")
Sellers: Prudential Mortgage Capital Funding, LLC
("PMCF") CIBC Inc. ("CIBC")
Transferor: Prudential Securities Credit Corp. ("PSCC")
Master Servicer: National Realty Funding, L.C., a Missouri
limited liability company.
Special Servicer: National Realty Funding, L.C., a Missouri
limited liability company.
Trustee: The Chase Manhattan Bank, a New York Banking Corporation
with its principal offices in New York, New York. The
Trustee will be obligated to make any principal and
interest advances required to be made in the event that
the Master Servicer or Special Servicer defaults in its
performance of its obligation to make such advances.
Pricing Date: On or about August 12, 1998
Settlement Date: On or about August 21, 1998
Cut-Off Date: August 1, 1998
Determination Date: The 11th of each month, or if the 11th is not a Business
Day, the Business Day immediately following the 11th day.
Distribution Date: The 15th of each month, or if the 15th day is not a
Business Day, the Business Day immediately following the
15th day. But in no event shall it be earlier than four
Business Days after the Determination Date.
First Pay Date: September 17, 1998
ERISA Eligible: A-1A1, A-1A2, A-1A3, A-1B, A-2MF, & A-EC
Structure: See "Structural Overview" herein
Interest Accrual Calendar month preceding distribution
Period:
Day Count: 30/360
Tax Treatment: REMIC
Rated Final
Distribution Date: July 15, 2028
Clean-up Call: 1%
Minimum The Offered Certificates will be issued in minimum
Denominations: denominations of $50,000.00 and multiples of $1.00 in
excess thereof.
Pricing Assumption: With the exception of two loans totaling $9.024 million,
which are assumed to prepay immediately after their
respective lockout periods, each loan will be assumed to
pay as scheduled to its respective maturity or
Anticipated Repayment Date.
<PAGE>
SIGNIFICANT STATE CONCENTRATIONS
<TABLE>
<CAPTION>
CUT-OFF # OF % BY WTD. AVG.
STATE BALANCE PROPERTIES BALANCE DSC
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
California $176,102,682 43 15.30 1.38
Texas 138,726,765 47 12.05 1.36
Ohio 77,893,701 27 6.77 1.37
New York 70,717,153 16 6.14 1.33
Florida 65,197,219 16 5.66 1.34
Illinois 56,742,069 10 4.93 1.55
Virginia 48,850,998 6 4.24 1.44
New Jersey 44,446,678 18 3.86 1.42
Pennsylvania 38,380,408 12 3.33 1.38
Arizona 37,226,245 6 3.24 1.26
- -------------------------------------------------------------------------------
</TABLE>
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 2 CIBC OPPENHEIMER CORP.
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
TRANSACTION HIGHLIGHTS
- -------------------------------------------------------------------------------
o Diversification
o 256 loans secured by 303 properties Top 5 loans only 10% of
o pool; Top 10 only 17%
o California 15%, Texas 12%, no other state > 7%; 37 states in
o total Balloon/ARD distribution features only 53% in 2008, and no other
year more than 16%
o Underwriting: 1.41x DSCR, 72% LTV, 57% Balloon/ARD LTV (27 year Weighted
Average Original Amortization Term)
o National Realty Finance L.C., the largest collateral contributor, will be
purchasing the non-rated and "B3" rated securities
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
GENERAL POOL CHARACTERISTICS
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Number of Loans: 256 Weighted Avg. Stated Rem. Term to Maturity/ARD: 132.28
Number of Properties: 303 Stated Rem Term Range: 51.000 - 239.000
Aggregate Unpaid Principal Balance: $1,150,953,450 Weighted Avg. Rem. Amortization Term: 317.52
Aggregate Original Principal Balance: $1,156,821,524 Rem Amortization Term Range: 107.000 - 360.000
Weighted Average Gross Coupon: 7.42% Weighted Average Age (First Pay thru Last Pay): 5.14
Gross Coupon Range: 6.72% - 9.72% Age Range: 0.000 - 14.000
Weighted Average Net Coupon: 7.35% Weighted Average Original Term to Maturity/ARD: 137.42
Net Coupon Range: 6.67%-9.67% Original Term Range: 59.000 - 240.000
Average Unpaid Principal Balance: $4,495,912 Weighted Average Original Amortization Term: 322.66
Average Original Principal Balance: $4,518,834 Original Amortization Term Range: 114.000 - 360.000
Maximum Unpaid Principal Balance: $30,380,396 Weighted Average Original LTV: 72.2
Minimum Unpaid Principal Balance: $631,769 Original LTV Range: 11.300% - 94.900%
Maximum Original Principal Balance: $30,550,000 Weighted Average Balloon/ARD LTV: 56.7
Minimum Original Principal Balance: $635,000 Balloon/ARD LTV Range: 11.300% - 70.200%
Weighted Average Debt Service Coverage Ratio: 1.41
Debt Service Coverage Ratio Range: 1.000 - 2.570
</TABLE>
<PAGE>
- -------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
- -------------------------------------------------------------------------------
o The Mortgage Pool will be comprised of two Loan Groups: Group 1 (Cut-off
principal balance of $943,452,384) and Group 2 (Cut-off principal balance
of $207, 501,066)
o Group 2 will be comprised of the multifamily loans whose balloon dates
or anticipated repayment dates are less than or equal to 10 years.
o Group 1 will be comprised of the remainder of the loans in the trust.
o The Class A-2MF will be entitled to receive all unscheduled principal
payments and balloon payments from the Group 2 loans; regularly
scheduled monthly principal payments from the Group 2 loans will be
paid on a straight sequential basis (i.e., A-1A1, A-1A2, A-1A3, A-1B,
A-2MF, etc.).
o All principal collections from the Group 1 loans will be distributed
on a straight sequential basis
o If all classes other than classes A-1A1, A-1A2, A-1A3, A-1B, A-2MF
have been reduced to zero, principal will be allocated to Class A-1A1,
A-1A2, A-1A3, A-1B, A-2MF on a pro-rata basis.
o Each of the Classes (other than Classes A-1A1, A-1A2, A-1A3, A-1B, A-2MF,
and A-EC) will be subordinate to earlier alphabetically lettered classes.
Realized Losses and Appraisal Reductions will be allocated in reverse
alphabetical order to such Classes with certificate balances, and then
pro-rata to Classes A-1A1, A-1A2, A-1A3, A-1B, A-2MF.
o All Classes will pay interest on a 30/360 basis.
o Shortfalls resulting from servicer modifications or special servicer
compensation will be allocated in reverse alphabetical order to Classes
with certificate balances.
o The initial Special Servicer will be National Realty Funding, L.C. The
Special Servicer will be responsible for servicing loans that, in general,
are in default or are in imminent default, and for administering REO
properties. The Special Servicer may modify such loans, if among other
things, such modifications, in the sole good faith of the Special Servicer,
increase the recovery to Certificateholders on an estimated net present
value basis. The Special Servicer, as agent for the trust and all
Certificateholders is responsible for all collections, modifications and
extensions for defaulted loans or REO properties.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 3 CIBC OPPENHEIMER CORP.
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CALL PROTECTION TABLE
- -----------------------------------------------------------------------------------------------------------------------------------
Aug-98 Aug-99 Aug-00 Aug-01 Aug-02 Aug-03 Aug-04 Aug-05 Aug-06 Aug-07
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Lockout/Defeasance 54.10% 54.20% 36.50% 35.50% 32.10% 21.70% 20.90% 21.20% 21.20% 11.70%
Greater of Yield Maintenance
or Percentage Premium of:
5.00% of greater 25.7 25.7 25.6 25.5 25.8 25.5 25.4 25.9 12.4 10.0
4.00% to 4.99% 0.3 0.3 0.3 0.3 0.3 0.0 0.0 0.0 0.1 0.0
3.00% to 3.99% 9.7 9.7 9.7 9.6 9.3 9.4 8.9 8.7 4.6 3.6
2.00% to 2.99% 2.5 2.5 2.5 2.6 2.8 2.3 2.0 2.0 0.5 0.3
1.00% to 1.99% 7.5 7.5 24.3 25.4 27.4 38.7 39.1 40.0 38.3 30.5
0.00% to 0.99% 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1
Total Yield Maintenance 45.9 45.8 62.6 63.6 65.7 76.0 75.4 76.7 56.0 44.4
Total of Yield Maintenance
and Lockout/Defeasance 100.0 100.0 99.1 99.1 97.8 97.7 96.3 98.0 77.3 56.1
Percentage Premium:
5.00% of greater 0.0 0.0 0.0 0.0 0.0 0.3 0.0 0.1 11.5 1.1
4.00% to 4.99% 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.0 0.1 0.0
3.00% to 3.99% 0.0 0.0 0.9 0.0 0.0 0.0 0.0 0.5 3.2 0.7
2.00% to 2.99% 0.0 0.0 0.0 0.9 0.0 0.5 0.0 0.0 0.8 0.0
1.00% to 1.99% 0.0 0.0 0.0 0.0 0.9 1.4 1.5 1.5 5.2 0.4
Total Percentage Premium 0.0 0.0 0.9 0.9 0.9 2.3 1.8 2.0 20.7 2.2
Open (no Call Protection) 0.0 0.0 0.0 0.0 1.2 0.0 1.9 0.0 2.0 41.7
Total All Categories 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Current Pool SPB ($ millions) 1151.0 1135.9 1119.6 1101.7 1082.4 1039.8 1017.7 967.3 942.1 891.4
Pool Factor 100.0 98.7 97.3 95.7 94.0 90.3 88.4 84.0 81.9 77.4
<CAPTION>
Aug-08 Aug-09 Aug-10 Aug-11 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Lockout/Defeasance 8.40% 8.60% 8.60% 8.30% 7.90% 21.20% 19.90% 6.80% 5.40% 3.20%
Greater of Yield Maintenance
or Percentage Premium of:
5.00% of greater 20.3 21.0 5.2 3.2 1.7 3.0 3.3 0.0 0.0 0.0
4.00% to 4.99% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
3.00% to 3.99% 5.3 5.6 5.0 0.4 0.4 0.0 0.0 0.0 0.0 0.0
2.00% to 2.99% 0.6 0.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
1.00% to 1.99% 36.4 38.4 30.4 24.9 23.5 26.8 28.8 34.1 35.7 37.2
0.00% to 0.99% 1.9 2.0 2.4 0.3 0.3 0.0 0.0 0.0 0.0 0.0
Total Yield Maintenance 64.4 67.6 43.0 28.9 25.9 29.8 32.0 34.1 35.7 37.2
Total of Yield Maintenance
and Lockout/Defeasance 72.9 76.2 51.6 37.3 33.8 51.0 51.9 40.9 41.1 40.3
Percentage Premium:
5.00% of greater 5.8 0.2 19.6 1.7 2.9 3.0 0.0 3.9 0.0 0.0
4.00% to 4.99% 0.0 2.1 0.0 20.0 0.0 10.9 1.4 0.0 4.1 0.0
3.00% to 3.99% 6.1 3.3 7.7 9.4 6.1 18.9 32.4 26.8 0.0 0.0
2.00% to 2.99% 2.3 0.0 0.0 1.8 0.0 5.5 0.0 10.4 1.0 0.0
1.00% to 1.99% 5.2 2.2 16.7 22.0 1.4 5.8 11.4 11.5 29.3 0.0
Total Percentage Premium 19.3 7.8 44.0 55.0 10.4 44.1 45.2 52.6 34.5 0.0
Open (no Call Protection) 7.8 16.0 4.4 7.7 55.8 4.9 2.9 6.4 24.4 59.7
Total All Categories 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Current Pool SPB ($ millions) 268.0 245.6 196.0 181.7 167.4 40.3 34.3 26.0 22.4 19.0
Pool Factor 23.3 21.3 17.0 15.8 14.5 3.5 3.0 2.3 1.9 1.7
</TABLE>
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 4 CIBC OPPENHEIMER CORP.
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES
- -------------------------------------------------------------------------------
Each Loan Group's collected Prepayment Premium and Yield Maintenance Charges
are first allocated to Classes supported by such Loan Group (i.e. Class A-2MF
for Loan Group 2 and all other Classes for Loan Group 1). In the event that
either (a) collections for Loan Group 1 or scheduled principal collected for
Loan Group 2 are distributed to Class A-2MF, or (b) unscheduled principal or
Balloon/ARD payments for Loan Group 2 are distributed to Classes other than
Class A-2MF, then collected Prepayment Premiums and Yield Maintenance Charges
associated with such principal amounts will be allocated on a pro-rata basis to
the related Classes receiving such distributions. Such a cross-over principal
distribution will occur with respect to clause (a) above if the Class A-1B
Certificate Balance has been reduced to zero before the Class A-2MF Certificate
Balance has been reduced to zero or, with respect to clause (b) above, if the
Class A-2MF Certificate Balance has been reduced to zero before all loans in
Loan Group 2 have paid off.
These premiums and charges will be allocated between the Offered Certificates
and the Class A-EC Certificates as follows:
Yield Maintenance Charges:
--------------------------
o The amount of Yield Maintenance Charges allocated to the Class
A-2MF Certificates as described above will be allocated between
the Class A-2MF Certificates and the Class A-EC Certificates
based on the Base Interest Fraction. The Yield Maintenance
Charges allocated to the other Classes of Certificates as
described above will be allocated as between such Classes of
Certificates based on the product of (a) the principal
distributed to each such Class as a percentage of the principal
distributed to all such Classes, and (b) the Base Interest
Fraction, with the remainder being distributed to the Class A-EC
Certificates.
-----------------------------------------------------------------------------
| Base (Pass-Through Rate - Discount Rate) |
| Interest = ----------------------------------------------------------- |
| Fraction (Mortgage Rate - Discount Rate - Yield Maintenance Spread*) |
-----------------------------------------------------------------------------
* With the exception of two loans in the Trust, all yield maintenance
spreads are based upon Treasuries flat. The two loans that calculate
the related yield maintenance spread as Treasury plus a spread
(aggregate principal cut-off balance totaling $9,024,309) are assumed
to pay off immediately after their lock-out period for pricing
purposes.
o In general, this formula provides for an increase in the
allocation of yield maintenance charges to the Offered
Certificates then entitled to principal distribution relative to
the Class A-EC Certificates as interest rates decrease, and a
decrease in the allocation to such Classes as interest rates
rise.
Fixed Percentage Prepayment Premiums:
-------------------------------------
o 75% of all Fixed Percentage Prepayment Premiums allocated to
Classes of Certificates supported by either Loan Group will be
allocated to the Class A-EC Certificates. The remaining 25% of
the Fixed Percentage Prepayment Premiums allocated to Classes
supported by such Loan Group will be allocated among such Classes
based on the principal distributed to each such Class as a
percentage of the principal distributed to all such Classes.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
PROPERTY TYPE DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
- ------------------------------------------------------------------------------------------------------------------------------
PERCENT OF WTD. AVG. WEIGHTED
NUMBER OF INITIAL MORTGAGE WTD. AVG. AVERAGE WEIGHTED SCHEDULED
MORTGAGED POOL INTEREST REMAINING ORIGINAL AVERAGE PRINCIPAL BALANCE
PROPERTY TYPE PROPERTIES BALANCE RATE TERM LTV DSCR AS OF CUT-OFF DATE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Multifamily 64 24.97% 7.158% 130.69 74.5 1.40 $287,347,536
Retail - Anchored 32 17.07% 7.505% 128.78 72.6 1.40 196,419,338
Office 53 16.68% 7.514% 134.50 73.0 1.35 192,027,500
Retail - Unanchored 49 10.62% 7.509% 123.00 71.5 1.39 122,276,346
Industrial 28 6.99% 7.321% 127.31 67.8 1.34 80,505,010
Hotel 17 6.58% 7.717% 134.79 67.9 1.56 75,783,825
Retail - Single Tenant 20 4.94% 7.638% 166.12 74.4 1.31 56,870,053
Mixed Use 10 3.02% 7.814% 141.60 67.1 1.37 34,718,715
Assisted Living 5 2.36% 7.444% 151.90 74.1 1.59 27,158,978
Warehouse 9 2.20% 7.216% 123.69 72.6 1.39 25,276,838
Nursing Home 4 1.37% 7.399% 139.73 68.5 2.14 15,765,735
Retail-Shadow Anchored 4 1.23% 7.657% 116.65 74.1 1.33 14,130,214
Office/Industrial 3 0.89% 7.256% 115.82 69.4 1.35 10,251,604
Mobile Home Park 4 0.88% 7.033% 114.09 63.9 1.72 10,151,136
Self-Storage 1 0.20% 7.570% 113.00 74.2 1.43 2,270,622
------------------------------------------------------------------------------------------------
Total 303 100.00% 7.424% 132.28 72.2 1.41 $1,150,953,450
=== ====== ===== ====== ==== ==== ==============
</TABLE>
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 5 CIBC OPPENHEIMER CORP.
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
- ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF WTD. AVG. WTD. AVG. WEIGHTED SCHEDULED PRINCIPAL
MORTGAGED INITIAL POOL MORTGAGE REMAINING AVERAGE WEIGHTED BALANCE AS OF
STATE PROPERTIES BALANCE INTEREST RATE TERM ORIGINAL LTV AVERAGE DSCR CUT-OFF DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
California 43 15.30% 7.246% 129.98 72.8 1.38 $176,102,682
Texas 47 12.05% 7.485% 146.33 70.3 1.36 138,726,765
Ohio 27 6.77% 7.301% 133.83 70.2 1.37 77,893,701
New York 16 6.14% 7.537% 137.04 73.1 1.33 70,717,153
Florida 16 5.66% 7.340% 116.10 75.3 1.34 65,197,219
Illinois 10 4.93% 7.304% 149.67 75.5 1.55 56,742,069
Virginia 6 4.24% 7.231% 143.95 71.5 1.44 48,850,998
New Jersey 18 3.86% 7.719% 127.49 73.5 1.42 44,446,678
Pennsylvania 12 3.33% 7.340% 127.11 75.4 1.38 38,380,408
Arizona 6 3.24% 7.925% 111.95 74.7 1.26 37,266,245
Connecticut 5 2.82% 7.287% 127.30 76.6 1.44 32,413,508
Georgia 6 2.79% 7.548% 122.39 69.6 1.58 32,125,535
Maryland 6 2.53% 7.363% 125.92 68.3 1.52 29,151,615
Missouri 10 2.52% 7.396% 138.99 73.0 1.38 28,993,082
Kentucky 5 2.35% 7.553% 82.70 65.2 1.63 27,028,691
Nevada 8 2.23% 7.329% 145.67 72.9 1.48 25,695,518
Washington 5 2.11% 7.460% 158.41 71.4 1.55 24,322,656
Massachusetts 4 1.79% 7.608% 112.97 74.0 1.27 20,610,873
Colorado 5 1.53% 7.258% 126.17 69.2 1.38 17,577,819
Kansas 4 1.49% 7.262% 123.65 68.6 1.38 17,199,642
Maine 3 1.22% 7.310% 119.00 75.1 1.53 14,032,014
North Carolina 3 1.21% 7.326% 131.01 66.6 1.43 13,945,993
Michigan 4 1.19% 7.347% 149.98 75.4 1.42 13,676,174
Tennessee 4 1.15% 8.110% 114.33 69.0 1.46 13,195,581
Idaho 3 1.13% 7.611% 111.85 72.2 1.30 12,979,055
Minnesota 4 0.96% 7.763% 92.26 67.5 1.33 11,025,769
Alabama 2 0.86% 7.282% 117.99 78.2 1.39 9,931,437
Oklahoma 5 0.76% 7.582% 171.78 72.1 1.28 8,803,725
Nebraska 2 0.76% 7.917% 115.94 74.2 1.39 8,725,620
Wisconsin 2 0.57% 7.797% 113.40 73.1 1.56 6,520,331
Oregon 3 0.56% 7.489% 156.46 70.1 1.33 6,404,707
Rhode Island 2 0.54% 7.495% 234.00 72.9 1.33 6,271,556
New Hampshire 1 0.48% 7.310% 176.00 51.4 1.83 5,473,911
New Mexico 2 0.35% 7.574% 177.03 74.6 1.40 3,991,437
South Carolina 2 0.32% 7.665% 121.95 73.0 1.38 3,683,625
Louisiana 1 0.15% 8.130% 111.00 74.6 1.42 1,708,197
Mississippi 1 0.10% 7.080% 114.00 81.0 1.40 1,141,465
-----------------------------------------------------------------------------------------------------------
Total 303 100.00% 7.424% 132.28 72.2 1.41 $1,150,953,450
=== ====== ===== ====== ==== ==== ==============
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
PAYMENT TYPES
- ---------------------------------------------------------------------------------------------------------------------------------
PERCENT OF WTD. AVG. WTD. AVG. WEIGHTED SCHEDULED PRINCIPAL
NUMBER OF INITIAL POOL MORTGAGE REMAINING AVERAGE WEIGHTED BALANCE AS OF
PAYMENT TYPES LOANS BALANCE INTEREST RATE TERM ORIGINAL LTV AVERAGE DSCR CUT-OFF DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Fully Amortizing 19 4.19% 7.510% 199.28 69.3 1.35 $48,168,576
Balloon 190 69.90% 7.348% 135.84 71.9 1.42 804,474,529
ARD 47 25.92% 7.615% 111.87 73.4 1.39 298,310,345
-----------------------------------------------------------------------------------------------------------
Total 256 100.00% 7.424% 132.28 72.2 1.41 $1,150,953,450
=== ====== ===== ====== ==== ==== ==============
</TABLE>
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 6 CIBC OPPENHEIMER CORP.
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
BALLOON / ARD LTV RANGE (BALLOON / ARD LOANS ONLY)
- ----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF WTD. AVG. WTD. AVG. WEIGHTED SCHEDULED PRINCIPAL
BALLOON/ARD NUMBER OF INITIAL POOL MORTGAGE REMAINING AVERAGE WEIGHTED BALANCE AS OF
LTV RANGE LOANS BALANCE INTEREST RATE TERM ORIGINAL LTV AVERAGE DSCR CUT-OFF DATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
10.01 - 15.00 2 0.74% 7.313% 164.44 59.8 1.22 $8,552,642
20.01 - 25.00 1 0.08% 7.630% 236.00 63.3 1.37 945,717
25.01 - 30.00 10 3.53% 7.174% 203.11 77.4 1.30 40,598,676
30.01 - 35.00 8 2.05% 7.479% 163.42 58.6 1.52 23,613,671
35.01 - 40.00 5 1.83% 7.409% 162.48 66.3 1.34 21,021,365
40.01 - 45.00 18 4.74% 7.499% 165.44 66.4 1.48 54,552,651
45.01 - 50.00 31 8.71% 7.642% 142.61 67.3 1.65 100,197,108
50.01 - 55.00 27 10.06% 7.482% 138.31 68.9 1.45 115,831,344
55.01 - 60.00 55 22.26% 7.361% 121.76 71.5 1.40 256,205,240
60.01 - 65.00 43 18.67% 7.379% 114.98 73.6 1.38 214,884,143
65.01 - 70.00 36 22.90% 7.421% 113.56 78.0 1.34 263,587,805
70.01 - 75.00 1 0.24% 7.230% 117.00 80.0 1.28 2,794,512
------------------------------------------------------------------------------------------------------------
Total 237 95.81% 7.420% 129.35 72.3 1.41 $1,102,784,874
=== ===== ===== ====== ==== ==== ==============
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
DEBT SERVICE COVERAGE RATIO
- ----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF WTD. AVG. WTD. AVG. WEIGHTED SCHEDULED PRINCIPAL
NUMBER OF INITIAL POOL MORTGAGE REMAINING AVERAGE WEIGHTED BALANCE AS OF
RANGE OF DSCR LOANS BALANCE INTEREST RATE TERM ORIGINAL LTV AVERAGE DSCR CUT-OFF DATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1.00 - 1.05 3 1.81% 6.949% 172.61 89.9 1.02 $20,866,172
1.16 - 1.20 2 1.61% 8.575% 132.32 73.2 1.18 18,501,777
1.21 - 1.25 11 3.58% 7.439% 138.55 75.8 1.24 41,215,956
1.26 - 1.30 49 19.82% 7.372% 131.48 74.7 1.28 228,165,139
1.31 - 1.35 49 22.39% 7.320% 124.46 72.2 1.33 257,741,834
1.36 - 1.40 37 11.90% 7.428% 133.22 73.9 1.38 137,006,118
1.41 - 1.45 32 11.87% 7.550% 138.41 73.9 1.43 136,576,495
1.46 - 1.50 20 6.13% 7.655% 126.01 69.4 1.48 70,501,892
1.51 - 1.55 17 6.97% 7.364% 135.98 71.7 1.53 80,272,381
1.56 - 1.60 5 3.80% 7.381% 158.63 68.7 1.60 43,735,192
1.61 - 1.65 8 2.02% 7.331% 121.83 65.2 1.62 23,281,172
1.66 - 1.70 6 2.20% 7.181% 137.04 59.6 1.67 25,329,338
1.71 - 1.75 5 1.30% 7.735% 122.89 63.6 1.73 15,000,815
1.76 - 1.80 2 0.39% 9.406% 116.32 63.4 1.77 4,496,743
1.81 - 1.85 4 2.50% 7.411% 113.51 61.5 1.82 28,810,690
1.91 - 1.95 2 0.49% 6.886% 128.03 49.3 1.95 5,667,790
1.96 - 2.00 1 0.12% 7.290% 119.00 50.9 1.96 1,398,917
2.11 - 2.15 1 0.16% 7.080% 115.00 55.4 2.13 1,788,900
2.41 - 2.45 1 0.87% 7.280% 141.00 68.5 2.42 9,964,362
Greater than 2.50 1 0.05% 6.720% 114.00 52.9 2.57 631,769
------------------------------------------------------------------------------------------------------------
Total 256 100.00% 7.424% 132.28 72.2 1.41 $1,150,953,450
=== ====== ===== ====== ==== ==== ==============
</TABLE>
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 7 CIBC OPPENHEIMER CORP.
- -------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE INTEREST RATES
- ----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF WTD. AVG. WTD. AVG. WEIGHTED SCHEDULED PRINCIPAL
NUMBER OF INITIAL POOL MORTGAGE REMAINING AVERAGE WEIGHTED BALANCE AS OF
COUPON RANGE LOANS BALANCE INTEREST RATE TERM ORIGINAL LTV AVERAGE DSCR CUT-OFF DATE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
6.501 - 6.750 2 0.43% 6.720 114.00 52.6 2.03 $4,974,556
6.751 - 7.000 16 8.73% 6.916 140.37 75.8 1.39 100,479,094
7.001 - 7.250 67 32.21% 7.133 125.61 73.9 1.37 370,735,847
7.251 - 7.500 86 34.04% 7.394 141.25 70.8 1.44 391,757,909
7.501 - 7.750 35 8.47% 7.607 141.30 71.5 1.40 97,468,182
7.751 - 8.000 19 5.35% 7.878 131.02 71.6 1.34 61,533,556
8.001 - 8.250 10 5.59% 8.118 112.49 72.4 1.43 64,381,219
8.251 - 8.500 7 1.82% 8.419 104.10 68.2 1.42 20,902,988
8.501 - 8.750 3 0.73% 8.682 109.81 64.0 1.45 8,373,294
8.751 - 9.000 8 1.30% 8.944 124.80 64.1 1.52 14,954,306
9.001 - 9.250 1 0.14% 9.100 109.00 65.0 1.38 1,597,550
9.251 - 9.500 1 0.98% 9.270 106.00 73.4 1.18 11,232,461
9.501 - 9.750 1 0.22% 9.720 106.00 65.0 1.77 2,562,489
------------------------------------------------------------------------------------------------------------
Total 256 100.00% 7.424 132.28 72.2 1.41 $1,150,953,450
=== ======= ===== ====== ==== ==== ==============
</TABLE>
- -------------------------------------------------------------------------------
MORTGAGE POOL HIGHLIGHTS
- -------------------------------------------------------------------------------
AIP PORTFOLIO. The AIP Portfolio consists of nine Mortgage Loans with
an aggregate Scheduled Principal Balance as of the Cut-off Date of $30.4
million (2.6% of the Initial Pool Balance) and an aggregate LTV of 66.2%, which
were underwritten at a 1.31:1 weighted average DSCR. Eight of the nine related
Mortgaged Properties (office and industrial centers) are located in the
Dallas/Fort Worth Metroplex area, and the ninth is located in the Houston
metropolitan area. The related borrower is AIP-SWAG Operating Partnership,
L.P., an operating partnership of American Industrial Properties REIT.
Occupancy: 81.71% as of 6/30/98. Major Tenant: TM Century.
2355 DULLES CORNER. The 2355 Dulles Corner Mortgage Loan has a
Scheduled Principal Balance as of the Cut-off Date of $24.1 million loan (2.1%
of the Initial Pool Balance), and an LTV of 74.8%, and was underwritten at a
1.35:1 DSCR. This Mortgage Loan is secured by a seven-story 184,395 square foot
office building (178,815 square feet of net rentable space) and a 4 story
parking garage with 715 parking spaces in Herndon, Virginia. The borrowers are
MJV, LLC and 2355 Associates, L.P., as tenants in common, and are newly created
single purpose entities. MJV, LLC owns a 75.7% interest in the property. 2355
Associates, LP owns a 24.3% interest in the property. The property is fully
leased to five tenants, including AT&T Corp. who occupies 94% of the building
pursuant to a lease that is co-terminus to the loan term and who owns a 99%
limited partnership interest in 2355 Associates, L.P. All rental income from
the property flow through a lock box account controlled by the lender. In
addition to the first mortgage loan, PMCC will fund a $4.31 million Mezzanine
Loan subordinate to the first lien secured by partnership and membership
interests in the Mortgage Loan borrowers. This Mezzanine loan will fully
amortize in the 10 year term of the Mortgage Loan, with a residual equity
kicker of $3,250,000 due at maturity. Occupancy: 99.5% as of 6/23/98.
IVOR BRAKA PORTFOLIO. The Ivor Braka portfolio consists of eighteen
Mortgage Loans with an aggregate Scheduled Principal Balance as of the Cut-off
Date of $23.8 million (2.07% of the Initial Pool Balance) and an LTV of 77.5%,
and were underwritten at a 1.43:1 weighted average DSCR. The borrowers are five
single-purpose entities, each of which is under the control of Ivor Braka. The
Braka Loans are secured by fee mortgages encumbering eighteen properties. Six
of the related Mortgaged Properties are Office Properties; four are
Office/Industrial Properties; seven are Retail Properties and one is an
Office/Retail Property. Thirteen of the related Mortgaged Properties are
located in New Jersey; three are located in Texas; one is located in New York;
and one is located is in Wisconsin. One of the related Borrowers owns ten of
these Mortgaged Properties; one of the related borrowers owns five of these
Mortgaged Properties; and the remaining three borrowers each owns one of these
Mortgaged Properties. All of the Braka Loans are cross-collateralized and
cross-defaulted. Occupancy: 85.5% as of 5/31/98. Major Tenants: Kohl's.
FIRSTPLUS FINANCIAL HQ. The FirstPlus Financial HQ Mortgage Loan has a
Scheduled Principal Balance as of the Cut-off Date of $22.8 million (1.98% of
the Initial Pool Balance) and a 69.1% LTV, and was underwritten at 1.60:1 DSCR.
The FirstPlus Financial HQ Mortgage Loan is secured by a 242,000 square foot
Class "A" office building located in Dallas, Texas. The related borrower is an
affiliate of Lexington Corporate Properties, a publicly traded real estate
investment trust. The related Mortgaged Property is subject to a 15 year net
lease between the borrower and the sole tenant, FirstPlus Financial Group.
FirstPlus Financial Group acquired the property in early 1996, and entered into
a sale leaseback transaction with the borrower later in the year at a total
price of $32.5 million. The lease is absolute net and provides for 10%
escalations in the 5th and 10th year. FirstPlus has posted a $3,223,584 Bank
One letter of credit as a security deposit for the lease, which has been
assigned as additional collateral for the loan. In the event of a tenant
breach, the letter of credit maybe called by the lender and utilized for debt
service, operating expenses and re-leasing costs. Provided that there are no
uncured defaults under the lease, at the earlier of five years or at the time
that FirstPlus achieves a "BBB-" rating from S&P the letter of credit will be
released. Occupancy: 100% as of 12/24/97. Major Tenant: FirstPlus Financial
Group, Inc.
OLD ORCHARD APARTMENTS. The Old Orchard Apartments Mortgage Loan has a
Scheduled Principal Balance as of the Cut-off Date of $19.5 million (1.7% of
the Initial Pool Balance) and an 79.7% LTV, and was underwritten at 1.30:1
DSCR. The borrower is a single-purpose, bankruptcy-remote limited partnership.
The general partner of the borrower is owned entirely by the M.H. Podell Trust
which owns interests in
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 8 CIBC OPPENHEIMER CORP.
- -------------------------------------------------------------------------------
<PAGE>
several properties developed through the M.H. Podell Company. The related
Mortgaged Property is a 220-unit garden style apartment complex consisting of
19 two-story apartment buildings located in Santa Clara, California. Occupancy:
98.6% as of 4/13/98.
THE HOLIDAY INN PORTFOLIO. The Holiday Inn Portfolio consists of four
Mortgage Loans with an aggregate Scheduled Principal Balance as of the Cut-off
Date of $19.4 million loan portfolio (1.7% of Initial Pool Balance) and a 72.9%
LTV, and was underwritten at 1.50:1 weighted average DSCR. The borrowers in
each case are newly-created single purpose entities, the primary stockholders
of each being Larry Mahaney and his son, Kevin Mahaney. The Holiday Inn
Portfolio is secured by four hotel properties, one of which is located in
Ellsworth, Maine, two of which are located in Bangor, Maine, and the fourth of
which is located in Charlottesville, Virginia. The four Mortgages are
cross-collateralized and cross-defaulted.
PEBBLEBROOK APARTMENTS. The Pebblebrook Apartments Mortgage Loan has a
Scheduled Principal Balance as of the Cut-off Date of $16.4 million loan (1.43
% of Initial Pool Balance) and a 79.1% LTV, and was underwritten at a 1.55:1
DSCR. The Pebblebrook Apartments Mortgage Loan is secured by a 486 unit
apartment complex located in New Britain, Connecticut. Occupancy: 96.7% as of
2/25/98.
HOME DEPOT. The Home Depot Mortgage Loan has a Scheduled Principal
Balance as of the Cut-off Date of $15.0 million (1.3% of Initial Pool Balance)
and a 94.8% LTV, and was underwritten at a 1.03:1 DSCR. The borrower is HD-TB
L.L.C. (the "HD Borrower"), a newly created single purpose entity, the managing
member of which (TB-Broadview, Inc.) is also a newly created single purpose
entity with one independent director. The sponsors of the borrower are John E.
Shaffer, E. Thomas Collins, Jr. and Richard E. Hulina, each principals of
Hiffman Shaffer Associates, Inc. The Home Depot Mortgage Loan is secured by a
135,351 square foot retail, single tenant store, together with a 28,474 square
foot outdoor garden center and 665 parking spaces located in the Village of
Broadview, Cook County, Illinois. The property is fully net leased to Home
Depot U.S.A., Inc. ("HD USA"), a Delaware corporation and such lease has been
collaterally assigned to PMCC as additional collateral for this Mortgage Loan.
The obligations of the Home Depot lease are guaranteed by The Home Depot, Inc.
a Delaware corporation rated "AA-" by S&P.
The HD Lease provides HD USA with termination and abatement rights directly
arising from certain condemnations of a material portion of the Home Depot
Premises: however, the Mortgage Loan has the benefit of a noncancelable credit
lease enhancement insurance policy issued by Chubb Insurance (AAA rating). The
Home Depot Lease ("HD Lease) provides HD USA with termination and abatement
rights arising from the HD Borrower's default relating to its obligations under
the HD Lease to perform required structural maintenance with respect to the
Home Depot premises in the event of the occurrence of certain changes of
applicable law, as more fully set forth in the HD Lease; however, the HD
Guarantors have indemnified the holder of this Mortgage Loan from an against
any such loss or liability. The loan also has as a residual value insurance
policy for $4,530,000 with RVI services, which is rated "A" by S&P.
TOWNE MALL. The Towne Mall Mortgage Loan has a Scheduled Principal
Balance as of the Cut-off Date of $14.4 million (1.2% of the Initial Pool
Balance) and a 61.2% LTV, and was underwritten at 1.81:1 DSCR. The related
borrower, Towne Mall, L.L.C., is a single-purpose limited liability company.
The managing member of the Towne Mall Borrower, Ivanhoe Wilmorite Towne, Inc.,
is also a single-purpose corporation. The Towne Mall Mortgage Loan is secured
by a fee simple mortgage encumbering a 350,000 square foot anchored retail
property located in Elizabethtown, Kentucky. The related anchor tenants are
J.C. Penney, Sears, and Proffitt's. Occupancy: 85.6% at 11/30/97.
THE ABERFELDY PORTFOLIO. The Aberfeldy Portfolio consists of four
Mortgage Loans having an aggregate Scheduled Principal Balance as of the
Cut-off Date of $39,898,489.60 (3.47% of the Initial Pool Balance) and a 68.9%
LTV, and was underwritten at 1.26:1 DSCR. The three related borrowers are
single-purpose entity limited partnerships, each with a separate sole general
partner that is a single-purpose entity limited liability company as to which
Aberfeldy Limited Partnership, a Texas limited partnership, is a common limited
partner. One of the Mortgage Loans in the Aberfeldy Portfolio (Loan #13), was
made to Aberfeldy III, LP. The Loan is secured by seven Mortgaged Properties,
and having a Scheduled Principal Balance as of the Cut-off Date of $14.4
million (1.2% of Initial Pool Balance) is the tenth largest loan in the Trust
Fund. The related Mortgaged Properties are primarily located in the Dallas/Ft.
Worth area. The second Mortgage Loan in the Aberfeldy Portfolio (Loan #20) was
made to Aberfeldy IV, LP and is secured by four Mortgaged Properties primarily
located in the Dallas/Ft. Worth area. The third Mortgage Loan in the Aberfeldy
Portfolio (Loan #19) was also made to Aberfeldy IV, LP, and is secured by a
second mortgage on one of the four Mortgage Properties described in the prior
sentence which is leased to the General Services Administration. The fourth of
the Mortgage Loans in the Aberfeldy Portfolio (Loan #16) was made to Aberfeldy
I, LP, and is secured by nine properties primarily located in the Dallas/Ft.
Worth area. The Mortgage Loans made to these three borrowers are not
cross-collateralized or cross-defaulted with respect to the Mortgage Loans made
to either of the other borrowers. Occupancy: 97.0% at 12/31/97.
<PAGE>
Each of the Aberfeldy borrowers is a single-purpose entity limited partnership
whose sole general partners are single-purpose entity limited liability
companies. The Aberfeldy borrowers have a common limited partner, Aberfeldy
Limited Partnership, a Texas limited partnership. Each of the Aberfeldy
borrowers and their general partners and their limited partner (each an
"Aberfeldy Entity") agreed to traditional separateness covenants in connection
with their business, organizational, and financial operating procedures. A
nonconsolidation opinion was obtained from counsel to the Aberfeldy borrowers
in connection with the Aberfeldy Mortgage Loans in the Aberfeldy Portfolio,
which states that subject to various assumptions, qualifications, and
conditions set forth in the opinion, if any Aberfeldy Entity were to become a
debtor under the United States Bankruptcy Code, a court in such a case would
not order the substantive consolidation of such debtor with any other Aberfeldy
Entity and would not hold that the property of any other Aberfeldy Entity,
constitutes property of the bankruptcy estate of such debtor pursuant to
Section 541 of the Bankruptcy Code on the basis of the doctrine of piercing the
corporate veil or the doctrine of substantive consolidation.
THIS STRUCTURAL TERMSHEET SUPERSEDES ANY PREVIOUS STRUCTURAL TERMSHEETS, AND
WILL BE SUPERSEDED BY THE STRUCTURAL INFORMATION IN ANY SUBSEQUENT STRUCTURAL
TERMSHEETS OR IN THE FINAL PROSPECTUS SUPPLEMENT. THIS PAGE MUST BE ACCOMPANIED
BY A DISCLAIMER. IF YOU DID NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
PRUDENTIAL SECURITIES INCORPORATED FINANCIAL ADVISOR IMMEDIATELY. THE
SECURITIES DESCRIBED HEREIN ARE OFFERED ONLY PURSUANT TO A DEFINITIVE FINAL
PROSPECTUS SUPPLEMENT AND PROSPECTIVE INVESTORS WHO CONSIDER PURCHASING ANY
SUCH SECURITIES SHOULD MAKE THEIR INVESTMENT DECISION BASED ONLY UPON THE
INFORMATION PROVIDED THEREIN, CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE FINAL PROSPECTUS SUPPLEMENT.
PRUDENTIAL SECURITIES INCORPORATED 9 CIBC OPPENHEIMER CORP.
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