MONEY STORE D C INC
8-K, 1997-12-15
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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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 (date of earliest event reported):
                                December 12, 1997

               The Originators listed below under the Sale and Servicing
               Agreement, dated as of November 30, 1997, pursuant to which a
               portfolio of residential loans have been sold to The Money
               Store Residential Trust 1997-II, which is issuing those
               certain Asset-Backed Notes, Series 1997-II, under that certain
               Indenture dated as of November 30, 1997.


                                TMS Mortgage Inc.
                            The Money Store/D.C. Inc.
                         The Money Store/Minnesota Inc.
                        The Money Store Home Equity Corp.
                          The Money Store/Kentucky Inc.
             (Exact name of registrant as specified in its charter)

   *                           333-32775                              *
(State or other            (Commission File                   (IRS Employer ID
jurisdiction of             Number)                            Number)
incorporation)
                   -------------------------------------------
                                *--See Schedule A


2840 Morris Avenue, Union, New Jersey                   07083
(Address of principal executive offices)             (Zip Code)


Registrants' Telephone Number,
 including area code:                             (908) 686-2000

                                       N/A
         (Former name or former address, if changed since last report)

<PAGE>

                                    SCHEDULE

                                                                   IRS
                                     State                        Employer
                                     of                         Identification
 Registrant                      Incorporation                    Number

TMS Mortgage Inc.                   New Jersey                   22-3217781
The Money Store/D.C. Inc.              D.C.                      22-2133027
The Money Store/Minnesota Inc.      Minnesota                    22-3003495
The Money Store Home Equity Corp.   Kentucky                     22-2522232
The Money Store/Kentucky Inc.       Kentucky                     22-2459832

<PAGE>

 Item 5.          OTHER EVENTS

     This Current Report on Form 8-K is being filed to file a copy of the
Computational Materials and ABS Term Sheets (as defined below) of Lehman
Brothers Inc.(the "Underwriter") in connection with the issuance by The Money
Store Residential Trust 1997-II of those certain Asset-Backed Notes, which are
backed by that portfolio of residential loans being purchased from the
above-referenced Originators. The terms "Computational Materials" and "ABS Term
Sheets" shall have the meanings given in the No-Action Letter of 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, as supplemented in the No-Action Letters of May 27, 1994 and
February 17, 1995 issued by the SEC to the Public Securities Association.

Item 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)  EXHIBITS

              EXHIBIT NO.

                99.1    Computational Materials and ABS Term Sheets of Lehman 
Brothers Inc.

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            TMS MORTGAGE INC.
                                            THE MONEY STORE/D.C. INC.
                                            THE MONEY STORE/MINNESOTA INC.
                                            THE MONEY STORE HOME EQUITY CORP.
                                            THE MONEY STORE/KENTUCKY INC.

                                            By: /S/ MICHAEL BENOFF
                                            Name:  Michael Benoff
                                            Title: Senior Vice President

Dated: December 12, 1997

<PAGE>
                                  EXHIBIT INDEX

EXHIBIT

99.1              Computational Materials and ABS Term
                  Sheets of Lehman Brothers Inc.



                                                   EXHIBIT 99.1

                                 LEHMAN BROTHERS

                               DERIVED INFORMATION

                               $110,000,000 NOTES

                    THE MONEY STORE RESIDENTIAL TRUST 1997-II


                              The Money Store, Inc.
                                   as Servicer



This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

<PAGE>
1                                                    LEHMAN BROTHERS
<TABLE>
<CAPTION>

SECURITIES OFFERED:

TO MATURITY:
- -----------------------------------------------------------------------------------------------------------------------------------
                                                       Approx.     Estimated        Prin.        Expected    Stated       Expected
                 Approx.      % of                     Expected      WAL/MDUR        Pmt.         Final      Final        Ratings
     Notes        Size       Total       Benchmark       Price        (yrs)        Window                                S&P/Fitch
                   ($)                                                             (months)      Maturity    Maturity
- -----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>           <C>         <C>            <C>         <C>    <C>     <C>           <C>        <C>           <C> 
Class A-1 (1)   $41,266,000   37.51%      1 Yr Tsy       99.995%     1.15 / 1.06    30 mths.      6/15/00    12/15/08      AAA/AAA
Class A-2 (1)   $14,573,000   13.25%      3 Yr Tsy       99.999%     3.00 /2.63     15 mths.      8/15/01     8/15/11      AAA/AAA
Class A-3 (1)   $10,034,000    9.12%      Curve          99.985%     4.30 /3.59     25 mths       8/15/03     5/15/13      AAA/AAA
Class A-4 (1)   $13,602,000   12.37%      10 Yr Tsy      99.961%     9.78 /6.61    179 mths.      6/15/18     1/15/29      AAA/AAA
Class M-1 (1)   $11,275,000   10.25%      Curve          99.947%     8.47 /5.74    186 mths.      6/15/17     1/15/29       AA/AA
Class M-2 (1)   $11,275,000   10.25%      Curve          99.973%     8.44 /5.69    177 mths.      9/15/16     1/15/29        A/A
Class B (1)      $7,975,000    7.25%      Curve          99.938%     8.34 /5.48    157 mths.      1/15/15     1/15/29      BBB/BBB
- -----------------------------------------------------------------------------------------------------------------------------------

TO 10% CALL:
- -----------------------------------------------------------------------------------------------------------------------------------
                                                       Approx.     Estimated       Prin.      Expected    Stated         Expected
                  Approx.     % of                     Expected      WAL/MDUR       Pmt.       Final      Final          Ratings
 Notes            Size                    Benchmark     Price        (yrs)         Window                                S&P/Fitch
                  ($)         Total                                               (months)    Maturity    Maturity
- ----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>           <C>        <C>            <C>         <C>           <C>          <C>  <C>    <C>          <C>  
Class A-4 (1)   $13,602,000   12.37%     10 Yr Tsy      99.961%     8.93 / 6.30   72 mths.     7/15/09     1/15/29      AAA/AAA
Class M-1 (1)   $11,275,000   10.25%     Curve          99.947%     7.85 / 5.54   91 mths.     7/15/09     1/15/29       AA/AA
Class M-2 (1)   $11,275,000   10.25%     Curve          99.973%     7.85 / 5.49   91 mths.     7/15/09     1/15/29        A/A
Class B (1)      $7,975,000    7.25%     Curve          99.938%     7.85 / 5.33   91 mths.     7/15/09     1/15/29      BBB/BBB
- -----------------------------------------------------------------------------------------------------------------------------------


(1) PREPAYMENTS ARE 1.4% CPR IN MONTH ONE INCREASING BY 1.4% CPR EACH MONTH TO
    14% CPR BY MONTH 10, REMAINING AT 14% CPR SUBSEQUENT TO MONTH 10 ("14%
    HEP").
</TABLE>

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

<PAGE>

2                                                    LEHMAN BROTHERS
<TABLE>
<CAPTION>

SENSITIVITY ANALYSIS

                              PROJECTED PERFORMANCE
                      UNDER VARYING PREPAYMENT ASSUMPTIONS

TO MATURITY

- ---------------------------------------------------------------------------------------------------------------------------
% HEP                            0.0%          7.0%        11.0%        14.0%           17.0%          21.0%          28.0%
<S>                              <C>           <C>          <C>          <C>             <C>            <C>            <C> 
CLASS A-1
Avg. Life (yrs)                  4.18          1.79         1.35         1.15            1.01           0.87           0.72
Mod Duration (yrs)               3.37          1.60         1.23         1.06            0.94           0.82           0.68
Window (begin-end)(mths)        1 - 101       1 - 48       1 - 36       1 - 30          1 - 26         1 - 22         1 - 17
Expected Final Maturity         5/15/06      12/15/01     12/15/00     6/15/00         2/15/00        10/15/99       5/15/99
Yield @ 99.995%                  6.71          6.62         6.58         6.54            6.51           6.47           6.41

CLASS A-2
Avg. Life (yrs)                  10.07         4.85         3.60         3.00            2.57           2.15           1.67
Mod Duration (yrs)               7.07          4.00         3.09         2.63            2.28           1.94           1.53
Window (begin-end)(mths)      101 - 139      48 - 69      36 - 52      30 - 44         26 - 37        22 - 31        17 - 24
Expected Final Maturity         7/15/09       9/15/03     4/15/02      8/15/01         1/15/01        7/15/00        12/15/99
Yield @ 99.999%                  6.78          6.75         6.73         6.72            6.70           6.68           6.65

CLASS A-3
Avg. Life (yrs)                  12.68         6.72         5.13         4.30            3.68           3.06           2.24
Mod Duration (yrs)                8.16         5.18         4.17         3.59            3.14           2.66           2.00
Window (begin-end) (mths)     139 - 172       69 - 103    52 - 80      44 - 68         37 - 58        31 - 49         24 - 30
Expected Final Maturity         4/15/12       7/15/06     8/15/04      8/15/03         10/15/02       1/15/02        6/15/00
Yield @ 99.985%                  6.99          6.97         6.96         6.95            6.94           6.93           6.89

CLASS A-4
Avg. Life (yrs)                  18.93         13.73       11.26         9.78            8.58           7.29           4.78
Mod Duration (yrs)                9.96          8.29        7.28         6.61            6.02           5.33           3.73
Window (begin-end)  (mths)    172 - 303      103 -  293   80 - 272     68 - 246        58 - 228       49 - 204        30 - 165
Expected Final Maturity         3/15/23       5/15/22     8/15/20      6/15/18         12/15/16       12/15/14       9/15/11
Yield @ 99.972%                  7.21          7.21         7.20         7.20            7.20           7.19           7.17

CLASS M-1
Avg. Life (yrs)                  17.48         12.07        9.79         8.47            7.40           6.27           5.60
Mod Duration (yrs)               9.13           7.31        6.36         5.74            5.21           4.60           4.30
Window (begin-end)  (mths)    150 - 302       78 - 286    59 - 258     49 - 234        42 - 217       37 - 190        47 - 155
Expected Final Maturity         2/15/23      10/15/21     6/15/19      6/15/17          1/15/16       10/15/13       11/15/10
Yield @ 99.956%                  7.83          7.82         7.82         7.81            7.81           7.80           7.80

CLASS M-2
Avg. Life (yrs) (yrs)           17.48         12.04         9.76         8.44            7.36           6.24           5.10
Mod Duration                     9.00          7.23         6.29         5.69            5.16           4.56           3.94
Window (begin-end)  (mths)    150 - 301       78 - 278    59 - 242     49 - 225         42 - 205      37 - 178       40 - 145
Expected Final Maturity         1/15/23        2/15/21     2/15/18      9/15/16         1/15/15       10/15/12        1/15/10
Yield @ 99.983%                  8.03          8.02         8.02         8.01            8.01           8.00           7.99
- -----------------------------------------------------------------------------------------------------------------------------

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

 SENSITIVITY ANALYSIS (CONTINUED)

                              PROJECTED PERFORMANCE
                      UNDER VARYING PREPAYMENT ASSUMPTIONS

TO MATURITY


- -----------------------------------------------------------------------------------------------------------------------------------
% HEP                                       0.0%           7.0%         11.0%          14.0%         17.0%        21.0%      28.0%

CLASS B
<S>                                         <C>           <C>            <C>           <C>            <C>         <C>        <C> 
Avg. Life (yrs)                             17.45         11.94          9.68          8.34           7.28        6.16       4.91
Mod Duration (yrs)                          8.54           6.92          6.06          5.48           4.98        4.42       3.74
Window (begin-end) (mths)                 150 - 297     78 - 257       59 - 226      49 - 205       42 - 182     37 - 161   38 - 128
Expected Final Maturity                    9/15/22       5/15/19       10/15/16       1/15/15       2/15/13      5/15/11    8/15/08
Yield @ 99.946%                             8.77           8.77          8.76          8.76           8.75        8.75       8.73
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

TO 10% CLEANUP ALL


- ------------------------------------------------------------------------------------------------------------------------------------
% HEP                              0.0%         7.0%     11.0%         14.0%         17.0%         21.0%         28.0%

CLASS A-4
<S>                               <C>          <C>       <C>           <C>           <C>            <C>           <C> 
Avg. Life (yrs)                   18.24        12.80     10.40         8.93          7.74           6.49          4.15
Mod Duration (yrs)                 9.83         8.04      7.01         6.30          5.68           4.97          3.39
Window (begin-end) (mths)       172 - 250    103 - 187  80 - 159     68 - 139      58 - 121       49 - 101      30 - 79
Expected Final Maturity          10/15/18     7/15/13   3/15/11       7/15/09       1/15/08       5/15/06       7/15/04
Yield @ 99.972%                    7.21         7.21      7.20         7.20          7.20           7.19          7.17

CLASS M-1
Avg. Life (yrs)                   16.97        11.39      9.17         7.85          6.79           5.70          5.15
Mod Duration (yrs)                 9.04         7.15      6.18         5.54          4.98           4.36          4.07
Window (begin-end) (mths)       150 - 250     78 - 187  59 - 159     49 - 139      42 - 121       37 - 101      47 - 79
Expected Final Maturity          10/15/18     7/15/13   3/15/11       7/15/09       1/15/08       5/15/06       7/15/04
Yield @ 99.956%                    7.83         7.82      7.81         7.81          7.80           7.80          7.79

CLASS M-2
Avg. Life (yrs)                   16.97        11.39      9.17         7.85          6.79           5.69          4.67
Mod Duration (yrs)                 8.91         7.07      6.12         5.49          4.94           4.32          3.72
Window (begin-end) (mths)       150 - 250     78 - 187  59 - 159     49 - 139      42 - 121        37 - 101      40 - 79
Expected Final Maturity          10/15/18     7/15/13   3/15/11       7/15/09       1/15/08       5/15/06       7/15/04
Yield @ 99.983%                    8.03         8.02      8.01         8.01          8.00           8.00          7.99

CLASS B
Avg. Life (yrs)                   16.97        11.39      9.17         7.85          6.79           5.69          4.55
Mod Duration (yrs)                 8.47         6.80      5.92         5.33          4.81           4.22          3.56
Window (begin-end) (mths)       150 - 250     78 - 187   59 - 159    49 - 139      42 - 121        37 - 101      38 - 79
Expected Final Maturity          10/15/18     7/15/13   3/15/11       7/15/09       1/15/08       5/15/06       7/15/04
Yield @ 99.946%                    8.77         8.77      8.76         8.76          8.75           8.74          8.73
- -----------------------------------------------------------------------------------------------------------------------------------


This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).
</TABLE>


<PAGE>


COLLATERAL SUMMARY
<TABLE>
<CAPTION>

Collateral statistics for the Initial Loans are listed below as of the CUT-OFF
DATE.

- ------------------------------------------------------------------------------------------------------------------------------
                                                                        PRODUCT TYPE
                  ------------------------------------------------------------------------------------------------------------
                                                                                       Secured HLTV              Unsecured
                                       TOTAL               HLTV HELs                   HI/FHA Loans              HI/FHA Loans

<S>                                   <C>                    <C>                           <C>                      <C>  
Total No. of Loans                    3,341                  1,110                         755                      1,476

Total Current Balance        $57,691,477.67         $33,531,285.73              $16,591,426.38              $7,568,765.56

Avg. Current Balance             $17,267.73             $30,208.37                  $21,975.40                  $5,127.89

Balloon / Level Pay           1.08% / 98.92%        1.74% / 98.26%               0.21% / 99.79%              0.06% / 99.94%

WA Coupon                             13.85%                13.91%                       13.38%                      14.63%

WA Original Term                        212                   218                          243                         116

Original Term Ranges
  1 - 60                               3.85%                 0.52%                        0.82%                      25.23%
  61 - 120                            12.11%                 5.90%                        6.12%                      52.72%
  121 - 180                           33.36%                45.16%                       18.01%                      14.74%
  181 - 240                           29.29%                31.41%                       36.81%                       3.44%
  241 - 300                           18.65%                12.28%                       38.25%                       3.86%
  301 - 360                            2.75%                 4.73%                         --                           --

WA Remaining Term                       210                   217                          241                         113

WA CLTV                              114.03%               115.97%                      110.10%                         --

Junior Mortgage Ratio                 25.96%                28.27%                       21.58%                         --

Lien Position
  1                                    3.68%                 6.25%                        0.17%                         --
  2                                   78.08%                93.75%                       82.04%                         --
  3                                    5.07%                  --                         17.62%                         --
  4                                    0.05%                  --                          0.17%                         --

Property Type
  Single Family Detached              93.72%                94.31%                       91.79%                         --
PUD/Condo/Townhouse                    2.55%                 3.43%                        1.94%                         --
  2 - 4 Family                         1.85%                 1.09%                        4.23%                         --
  Other                                1.88%                 1.17%                        2.05%                         --

Occupancy Status
  Primary Home                        99.09%                99.51%                       98.06%                         --
  Second Home                          0.22%                 0.07%                        0.41%                         --
  Investment                           0.68%                 0.42%                        1.53%                         --
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).

<PAGE>
COLLATERAL SUMMARY (CONTINUED)
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                           PRODUCT TYPE
                              ----------------------------------------------------------------------------------------------------
                                                                                            Secured HLTV               Unsecured
                                          TOTAL                    HLTV HELs                HI/FHA Loans              HI/FHA Loans
<S>                                       <C>                       <C>                        <C>                       <C>   
Geographic Distribution *
                                         CA - 16.55%               IN - 7.66%                CA  - 35.31%             CA -  19.69%
                                         IL -  6.98%               IL - 7.21%                NV  -  7.59%             IL -   7.34%
                                         PA -  5.74%               PA - 6.78%                IL  -  6.35%             PA  -  6.88%
                                         IN -  5.22%               CA - 6.57%                NY  -  6.01%              TX  - 5.88%
                                                                   OH - 5.11%

Product Type
  HLTV HELs                                   58.12%                  100.00%                      - -                        - -
  Secured HLTV HI                             21.50%                    - -                       74.77%                      - -
  Unsecured HI                                13.10%                    - -                        - -                      99.82%
  Secured HLTV FHA                             7.26%                    - -                       25.23%                      - -
  Unsecured FHA                                0.02%                    - -                        - -                       0.18%

Delinquency
  Current                                     99.61%                   99.87%                     99.65%                    98.38%
  30 - 59 days                                 0.39%                    0.13%                      0.35%                     1.62%

WA FICO                                         655                      670                        622                       664

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* Other states account individually for less than 5% of the principal balance.
</TABLE>

This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by, and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared and
delivered by Lehman Brothers Inc. and the contents and accuracy thereof have not
been reviewed by the issuer. This information was prepared on the basis of
certain assumptions (including, in certain cases, assumptions specified by the
recipient hereof) regarding payments, interest rates, weighted average lives,
weighted average loan age, losses and other matters, including, but not limited
to, the assumptions described in the Offering Document. Lehman Brothers Inc.,
and any of its affiliates, make no representation or warranty as to the actual
rate or timing of payments on any of the underlying assets or the payments or
yield on the securities. This information supersedes any prior versions hereof
and will be deemed to be superseded by any subsequent versions (including, with
respect to any description of the securities or underlying assets, the
information contained in the Offering Document).


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