CAPITAL AUTO RECEIVABLES INC
8-K, 1999-02-25
ASSET-BACKED SECURITIES
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                UNITED STATES 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:  February 23, 1999

                         CAPITAL AUTO RECEIVABLES, INC.
        ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                  333-06039           38-3082892
- -------------------------------    ----------      -------------------
(State or other jurisdiction of    Commission        (I.R.S. Employer
incorporation or organization)     File Number     Identification No.)


Corporate Trust Center
1209 Orange Street, Wilmington, DE                       19801
- ---------------------------------------                ----------
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code    302-658-7581
                                                      ------------


Items 1-4.                 Not Applicable.

Item 5.     Other Events

            On February 23, 1999 the  registrant  made  available to prospective
            investors a series term sheet  setting  forth a  description  of the
            collateral   pool  and  the   proposed   structure.   Capital   Auto
            Receivables,  Inc will  issue the  following:  Class A-1 ___%  Asset
            Backed Notes in the Aggregate  Principal  Amount of  $1,352,200,000,
            Class A-2 ___% Asset Backed Notes in the Aggregate  Principal Amount
            of $735,000,000,  Class A-3 ___% Asset Backed Notes in the Aggregate
            Principal Amount of $403,000,000, and ___% Asset Backed Certificates
            with an aggregate initial  Certificate  Balance of  $137,981,417.23.
            Only the Class A-2 and Class A-3 Notes are being  offered  for sale.
            The Certificates will initially be held by Capital Auto Receivables,
            Inc. The series term sheet is attached hereto as Exhibit 99.


Item 6.           Not applicable.

Item 7.           Exhibits.

Exhibit 99.       The  following  is filed as an  Exhibit to this  Report  under
                  Exhibit 99.

                        Series Term Sheet dated February 23, 1999, with  respect
                        to the proposed issuance  of the Class A-1 Asset  Backed
                        Notes,  Class A-2  Asset Backed  Notes,  Class A-3 Asset
                        Backed  Notes  and  the  Asset  Backed  Certificates  of
                        Capital Auto Receivables, Inc. 1999-1.

<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.


                             CAPITAL AUTO RECEIVABLES, INC.
                             -------------------------------------
                                         (Registrant)


                             s/  Eric A. Feldstein
                             -------------------------------------
Dated:   February 23, 1999   Eric A. Feldstein, Chairman of the Board
         -----------------



                             s/  John D. Finnegan
                             -------------------------------------
Dated:   February 23, 1999   John D. Finnegan, President and Director
         -----------------


<PAGE>


                                  EXHIBIT INDEX

Exhibit             Description                               Page
- -------             -----------                               ----

99                  Series Term Sheet dated February 23, 1999




                                                                      EXHIBIT 99


                        $1,138,000,000 ASSET BACKED NOTES
                  CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1
                                     Issuer
                         CAPITAL AUTO RECEIVABLES, INC.
                                     Seller
                      GENERAL MOTORS ACCEPTANCE CORPORATION
                                    Servicer

Attached is a preliminary term sheet  describing the structure,  collateral pool
and certain  aspects of Capital Auto  Receivables  Asset Trust 1999-1.  The term
sheet has been  prepared  with the  cooperation  of  General  Motors  Acceptance
Corporation  ("GMAC").  The information  and  assumptions  contained in the term
sheet are preliminary  and will be superseded by a prospectus  supplement and by
any  other  information  subsequently  filed  by  the  Seller  with  the  SEC or
incorporated by reference in the relevant registration  statement.  In addition,
the term sheet supersedes any prior or similar term sheet.

None of the underwriters, GMAC, the Issuer or any of their respective affiliates
makes any  representation  as to the accuracy or completeness of the information
set forth in the  attached  term sheet.  The  information  contained in the term
sheet   only   addresses   certain   aspects   of  the   applicable   security's
characteristics  and  does not  provide  a  complete  assessment.  As such,  the
information may not reflect the impact of all structural  characteristics of the
security.  The assumptions  underlying the information,  including structure and
collateral, may be modified from time to time to reflect changed circumstances.

A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) RELATING TO THE TRUST HAS BEEN
FILED WITH THE SEC AND HAS BEEN  DECLARED  EFFECTIVE.  IN  CONNECTION  WITH THIS
OFFERING,  A NEW  PROSPECTUS  RELATING  TO  THIS  AND  SUBSEQUENT  CAPITAL  AUTO
RECEIVABLES  TRUSTS,  AND SUPERSEDING THE PROSPECTUS  CURRENTLY ON FILE WITH THE
SEC, WILL BE FILED WITH THE SEC. IN ADDITION,  A PROSPECTUS  SUPPLEMENT RELATING
TO THE SECURITIES  OFFERED BY THE TRUST WILL BE FILED AFTER THE SECURITIES  HAVE
BEEN  PRICED  AND  ALL  OF  THE  TERMS  AND  INFORMATION  ARE  FINALIZED.   THIS
COMMUNICATION IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
WILL THERE BE ANY SALE OF THE SECURITIES OF THE TRUST IN ANY STATE IN WHICH SUCH
OFFER,  SOLICITATION  OR SALE  WOULD BE  UNLAWFUL  BEFORE  THE  REGISTRATION  OR
QUALIFICATION  UNDER  THE  SECURITIES  LAWS  OF ANY  SUCH  STATE.  SALES  OF THE
SECURITIES OF THE TRUST MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED
BOTH THE FINAL  PROSPECTUS AND THE PROSPECTUS  SUPPLEMENT.  THE SECURITIES TO BE
OFFERED BY THE TRUST UNDER THE FINAL  PROSPECTUS AND THE  PROSPECTUS  SUPPLEMENT
HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY THE SEC OR ANY  STATE  SECURITIES
COMMISSION.  ANY  REPRESENTATION  TO THE  CONTRARY  IS A CRIMINAL  OFFENSE.  ANY
INVESTMENT  DECISION SHOULD BE BASED ON THE INFORMATION IN THE FINAL  PROSPECTUS
AND PROSPECTUS  SUPPLEMENT,  WHICH WILL BE CURRENT AS OF THEIR PUBLICATION DATES
AND AFTER  PUBLICATION MAY NO LONGER BE COMPLETE OR CURRENT.  A FINAL PROSPECTUS
AND  PROSPECTUS  SUPPLEMENT  MAY BE OBTAINED BY  CONTACTING  CREDIT SUISSE FIRST
BOSTON AT (212) 325-3325 OR MERRILL LYNCH & CO. AT (212) 449-3659.

                            UNDERWRITERS OF THE NOTES

CREDIT SUISSE FIRST BOSTON                                   MERRILL LYNCH & CO.

 BEAR, STEARNS & CO. INC.
               J. P. MORGAN & CO.
                            LEHMAN BROTHERS
                                        MORGAN STANLEY DEAN WITTER
                                                   SALOMON SMITH BARNEY


<PAGE>



                               ASSET BACKED NOTES
                 CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-1

                               SUBJECT TO REVISION

                                   TERM SHEET

                             DATED FEBRUARY 23, 1999

Capitalized terms used below that are not defined,  have the meanings  specified
in  the  prospectus  of  Capital  Auto  Receivables,   Inc.,  as  filed  in  the
registration   statement  dated  June  14,  1996,  pertaining  to  Capital  Auto
Receivables  Asset Trusts.  A copy of the  prospectus is available from the SEC.
The  prospectus  will  be  superseded  by  a  final  prospectus  and  prospectus
supplement to be dated  February __, 1999.  Any  investment  decision  should be
based  solely  on  the  information  in  the  final  prospectus  and  prospectus
supplement.

Issuer............................   Capital Auto Receivables Asset Trust 1999-1
                                     (the "Trust" or the  "Issuer"),  a Delaware
                                     business trust.

Seller............................   Capital Auto Receivables,  Inc., a Delaware
                                     corporation  and a wholly-owned  subsidiary
                                     of GMAC.

Servicer..........................   GMAC.

Indenture Trustee.................   The First National Bank of Chicago.

Owner Trustee.....................   Bankers Trust (Delaware).

The Notes.........................   The Trust will  issue  Asset  Backed  Notes
                                     (the "Notes") as follows:

                                     Class A-1 ____%  Asset  Backed  Notes  (the
                                     "Class  A-1   Notes")   in  the   aggregate
                                     principal  amount  of  $1,352,200,000.  The
                                     Class  A-1  Notes  are  not  being  offered
                                     hereby.

                                     Class A-2 ____%  Asset  Backed  Notes  (the
                                     "Class  A-2   Notes")   in  the   aggregate
                                     principal amount of $735,000,000.

                                     Class  A-3  __%  Asset  Backed  Notes  (the
                                     "Class  A-3   Notes")   in  the   aggregate
                                     principal amount of $403,000,000.



<PAGE>


                                     The  Class  A-2  Notes  and Class A-3 Notes
                                     will  be  delivered  in   book-entry   form
                                     through the  facilities  of the  Depositary
                                     Trust Company,  Cedelbank and the Euroclear
                                     System   against   payment  in  immediately
                                     available funds.

The Certificates..................   The Trust  will  issue  ___%  Asset  Backed
                                     Certificates (the  "Certificates")  with an
                                     aggregate  initial  Certificate  Balance of
                                     $137,981,417.23.   The  Certificates   will
                                     initially be retained by the Seller and are
                                     not being offered  hereby.  Payments on the
                                     Certificates  are  subordinated to payments
                                     on the Notes to the extent set forth  under
                                     "Priority of Distributions" below.

The Trust Property................   The Trust  property  will include a pool of
                                     fixed   rate   retail    instalment   sales
                                     contracts originated on or after January 1,
                                     1997 for new  automobiles and light trucks,
                                     certain  monies due or received  thereunder
                                     on and after  February 1, 1999 (the "Cutoff
                                     Date"), amounts held on deposit in accounts
                                     maintained   for   the   Trust,    security
                                     interests in the  vehicles  financed by the
                                     Receivables,  any recourse GMAC has against
                                     dealers under the Receivables, any proceeds
                                     from claims on insurance  policies covering
                                     the financed  vehicles and specified rights
                                     of  the  Seller   under  the   Pooling  and
                                     Servicing  Agreement.  Substantially all of
                                     the   Receivables   comprising   the  Trust
                                     property   were   acquired  by  GMAC  under
                                     special  incentive rate financing  programs
                                     designed  to  encourage  purchases  of  new
                                     General  Motors  vehicles.   The  Aggregate
                                     Amount   Financed   with   respect  to  the
                                     Receivables is $2,809,779,024.75.

Terms of the Notes................   The  principal  terms of the Notes  will be
                                     described below:

  A. Distribution Dates...........   Payments of interest  and  principal on the
                                     Notes will be made on the  fifteenth day of
                                     each  month  or,  if any  such day is not a
                                     Business  Day,  on the next  Business  Day,
                                     commencing   April  15,   1999   (each,   a
                                     "Distribution Date"). Payments will be made
                                     to  Noteholders  of  record  as of the  day
                                     preceding a Distribution Date.

  B. Interest.....................   Interest  on  the   outstanding   principal
                                     amount of each class of Notes  will  accrue
                                     from  the  Closing  Date or from  the  most
                                     recent  Distribution Date on which interest
                                     has  been   paid  to  but   excluding   the
                                     following Distribution Date.

<PAGE>



                                     The  Interest  Rate for each class of Notes
                                     is as  specified  under "The Notes"  above.
                                     Interest  on the  Class A-2 Notes and Class
                                     A-3 Notes will be  calculated  on the basis
                                     of a  360-day  year  consisting  of  twelve
                                     30-day months.

  C. Principal....................   Principal  of the  Notes will be payable on
                                     each  Distribution Date in an  amount equal
                                     to  the  Aggregate  Noteholders'  Principal
                                     Distributable Amount for such  Distribution
                                     Date,  to  the  extent of  funds  available
                                     therefor.

                                     Except as provided below, principal will be
                                     paid on the Notes in the following order:

                                        (1) to the  Class A-1  Notes, until  the
                                        Class A-1 Notes are paid in full;

                                        (2) to the  Class A-2  Notes, until  the
                                        Class A-2 Notes are paid in full; and

                                        (3) to the  Class A-3  Notes, until  the
                                        Class A-3 Notes are paid in full.

                                     The    Aggregate   Noteholders'   Principal
                                     Distributable  Amount for any  Distribution
                                     Date will be  the sum of (1) the  Principal
                                     Distributable Amount for such  Distribution
                                     Date  and  (2)  any   principal   carryover
                                     shortfall   for   Noteholders   from  prior
                                     Distribution Dates, and will be  calculated
                                     by the Servicer as will be described in the
                                     prospectus  supplement.    The   "Principal
                                     Distributable Amount" for any  Distribution
                                     Date  will  be  the  difference between the
                                     Aggregate Discounted Principal Balance  for
                                     all outstanding  Receivables as of last day
                                     of  the second  month preceding the current
                                     Distribution   Date   over   the  Aggregate
                                     Discounted Principal Balance as of the last
                                     day  of  the  month  preceding  the current
                                     Distribution    Date.     The    "Aggregate
                                     Discounted   Principal   Balance"  of   the
                                     Receivables  is  the  present  value of all
                                     payments  due  on the Receivables that have
                                     not  been  received on or prior to the last
                                     day of the applicable month,  discounted at
                                     8%.    The  initial  Aggregate   Discounted
                                     Principal       Balance       will       be
                                     $2,628,181,417.23.

<PAGE>


                                     The Final Scheduled Distribution Date  (the
                                     date on which ultimate payment of principal
                                     on a class of Notes is due) for each  class
                                     of Notes is set forth below:

                                     ----------------------------------------
                                           Notes         Final Scheduled
                                                         Distribution Date
                                     ----------------------------------------
                                     Class A-1 Notes    May 2001
                                     ----------------------------------------
                                     Class A-2 Notes    June 2002
                                     ----------------------------------------
                                     Class A-3 Notes    August 2004
                                     ----------------------------------------

                                     Failure  to pay a class of Notes in full on
                                     its Final Scheduled  Distribution Date will
                                     constitute  an Event of  Default.  After an
                                     Event of Default  and  acceleration  of the
                                     Notes,  principal  payments  will  be  made
                                     ratably   to  all   Noteholders   on   each
                                     Distribution Date.

  D. Redemption...................   The Class  A-3  Notes and the  Certificates
                                     will be redeemed in whole, but not in part,
                                     on  any  Payment   Date  if  the   Servicer
                                     exercises   its  option  to  purchase   the
                                     Receivables  when the  Aggregate  Principal
                                     Balance as of the last day of the preceding
                                     calendar  month  declines to 10% or less of
                                     the  Aggregate   Amount   Financed,   at  a
                                     redemption   price   equal  to  the  unpaid
                                     principal amount of the Class A-3 Notes and
                                     the  Certificates,   as  applicable,   plus
                                     accrued and unpaid interest thereon.

Priority of Distributions.........   Funds   available   for   payment   to  the
                                     Noteholders and the Certificateholders will
                                     generally be  distributed  in the following
                                     order of priority:

                                     (1) the Total Servicing Fee;

                                     (2) interest on the Notes;

                                     (3) interest on the Certificates;

                                     (4) principal on the Notes;


<PAGE>


                                     (5) principal payments in respect of
                                     the Certificate Balance; and

                                     (6) to the Reserve Account.

                                     Upon the  occurrence of an Event of Default
                                     resulting  from a payment  default  and the
                                     acceleration   of  the   Notes   under  the
                                     Indenture,  the Notes  will be paid in full
                                     prior to making any  principal  or interest
                                     payments on the Certificates.

Reserve Account...................   The Reserve  Account will be created with a
                                     deposit (the "Reserve Account  Deposit") by
                                     the Seller of cash or Eligible  Investments
                                     having a value  of at least  $19,711,360.63
                                     (0.75% of the initial Aggregate  Discounted
                                     Principal Balance).  The "Specified Reserve
                                     Account  Balance"  will equal the lesser of
                                     (i)   0.75%   of  the   initial   Aggregate
                                     Discounted  Principal  Balance and (ii) the
                                     then  outstanding  principal  amount of the
                                     Notes and the Certificates.  If the Reserve
                                     Account falls below the  Specified  Reserve
                                     Account  Balance,  amounts  remaining after
                                     payment  of  the   servicing   fee  to  the
                                     Servicer  and  of   distributions   to  the
                                     Noteholders and the Certificateholders will
                                     be deposited into the Reserve Account until
                                     the Reserve  Account  equals the  Specified
                                     Reserve  Account  Balance.  Amounts  in the
                                     Reserve  Account on any  Distribution  Date
                                     (after giving  effect to all  distributions
                                     to be made to the Servicer, the Noteholders
                                     and   the    Certificateholders   on   such
                                     Distribution   Date)  in   excess   of  the
                                     Specified  Reserve Account Balance for such
                                     Distribution  Date  will  be  paid  to  the
                                     Seller.

                                     Funds  will be  withdrawn  from cash in the
                                     Reserve Account on each  Distribution  Date
                                     to  pay  the  servicing  fee  and  to  make
                                     required distributions on the Notes and the
                                     Certificates  to the  extent  funds are not
                                     otherwise available.

Tax Status........................   For Federal income tax purposes,  the Notes
                                     will be characterized as indebtedness,  and
                                     the Trust will be characterized either as a
                                     division of the Seller or as a  partnership
                                     that  will  not  be   characterized  as  an
                                     association    or   a    publicly    traded
                                     partnership taxable as a corporation.

<PAGE>

ERISA Considerations..............   Subject  to certain  considerations,  it is
                                     contemplated  that the Class A-2 Notes  and
                                     the Class A-3 Notes  will be  eligible  for
                                     purchase by employee benefit plans.

Rating............................   It is a  condition to  the issuance  of the
                                     Class  A-2  Notes and Class  A-3 Notes that
                                     such   Notes  be   rated  in  the   highest
                                     long-term rating category, in each  case by
                                     at   least   one   nationally    recognized
                                     statistical rating agency. There can  be no
                                     assurance that any such ratings will not be
                                     lowered or withdrawn by  a rating agency if
                                     circumstances so warrant.

Risk Factors......................   Before   making   an  investment  decision,
                                     prospective  investors should consider  the
                                     factors  that  will  be set forth under the
                                     caption   "Risk  Factors"   in  the   final
                                     prospectus and the prospectus supplement.

                              THE RECEIVABLES POOL

      The Receivables  were acquired by GMAC in the ordinary course of business,
and were selected from GMAC's portfolio for inclusion in the Receivables Pool by
several  criteria,  including  that each  Receivable (i) has a first payment due
date on or after January 1, 1997, (ii) has an original term to maturity of 24 to
60 months,  (iii) provides for finance charges at an APR between 0.01% and 6.90%
and (iv) as of the Cutoff  Date,  was not more than 29 days past due. All of the
Receivables are Simple Interest  Receivables and were secured by new vehicles at
the time of origination.



<PAGE>


      The  composition  and  distribution  by  annual  percentage  rate  of  the
Receivables Pool are set forth in the following tables.


<TABLE>
<CAPTION>

                              Composition of the Receivables Pool

 Weighted
 Average                                                          Weighted
  Annual                                                          Average        Weighted
 Percentage                                                       Original       Average
  Rate of                                                           Term         Remaining
 Receivables       Aggregate       Number of       Average           --            Term
    ----            Amount         Contracts        Amount           to          to Maturity
 (RANGE)(1)        FINANCED         IN POOL        FINANCED       MATURITY        (RANGE)
 -----------       ---------       ---------       --------       --------       -----------

<S> <C>       <C>                   <C>           <C>               <C>          <C>         
    4.25%     $2,809.779,024.75     191,498       $14,672.63        53.94        44.07 months
  (0.01% to                                                         months        (24 to 60
    6.90%)                                                                         months)
- ---------------------

</TABLE>

(1)      Based on  weighting  by  current  balance  and  remaining  term of each
         Receivable.



           Distribution by Annual Percentage Rate of the Receivables Pool

                                                                  Percentage
            Annual                                                of Aggregate
         Percentage                  Number of     Amount           Amount
         RATE RANGE                  CONTRACTS     FINANCED         FINANCED
         ----------                  ---------     -----------    ------------
         0.01%-1.00%...............   10,944    $  178,023,375       6.34
         1.01%-2.00%...............   18,952       253,307,090       9.01
         2.01%-3.00%...............   20,728       269,176,427       9.58
         3.01%-4.00%...............   76,362     1,067,747,619      38.00
         4.01%-5.00%...............   25,867       432,371,412      15.39
         5.01%-6.00%...............   32,605       511,761,754      18.21
         6.01%-6.90%...............    6,040        97,391,348       3.47
                                     --------   --------------    ------------
              Total                  191,498    $2,809,779,025     100.00%
                                     =======    ==============    ============

      The Receivables Pool includes Receivables  originated in 46 states and the
District of  Columbia.  The  following  table sets forth the  percentage  of the
Aggregate  Amount  Financed  in the states  with the  largest  concentration  of
Receivables.  No other state accounts for more than 5.0% of the Aggregate Amount
Financed.


                                           Percentage of
                                             Aggregate
                                              Amount
                       STATE(1)              FINANCED
                      ---------            -------------
                      Texas                   16.09%
                      Michigan                12.41%
                      Florida                  7.68%
                      Missouri                 5.72%
                      Indiana                  5.34%
                      Wisconsin                5.32%

- ---------------------

(1) Based on billing address of the obligors on the Receivables.



<PAGE>


DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

    Set forth below is certain  information  concerning GMAC's experience in the
United States  pertaining to delinquencies on new and used retail automobile and
light truck receivables and  repossessions and net loss information  relating to
its entire vehicle portfolio  (including  receivables  previously sold that GMAC
continues  to  service).  There  can  be  no  assurance  that  the  delinquency,
repossession  and net loss experience on the  Receivables  will be comparable to
that set forth below.


<TABLE>
<CAPTION>

                                                        Nine Months     Nine Months
                                                           Ended           Ended                 Years Ended December 31
                                                        September 30,   September 30         ---------------------------------
                                                            1998            1997              1997     1996     1995     1994
                                                        -------------   ------------         ------   -----    ------   ------

NEW AND USED VEHICLE CONTRACTS

Total Retail Contracts Outstanding at End of the            
<S>                                                         <C>             <C>              <C>      <C>      <C>      <C>  
 Period (in thousands).............................         3,018           2,890            2,861    3,005    3,518    3,892
Average Daily Delinquency
   31-60 Days......................................         2.66%           3.32%            3.24%    3.14%    2.75%    2.32%
   61-90 Days......................................         0.18            0.24             0.23     0.22     0.19     0.12
   91 Days or More.................................         0.02            0.02             0.03     0.03     0.02     0.02
Percent of Portfolio with Recourse to Dealers
 at End of the Period..............................         0.3%            0.6%             0.5%     0.9%     1.4%     3.6%
Repossessions as a Percent of Average Number   
 of Contracts Outstanding..........................         2.48(1)         3.27(1)          3.21     3.59     3.07     2.31
Net Losses as a Percent of Liquidations(2).........         1.76            2.56             2.65     2.65     1.57     0.96
Net Losses as a Percent of Average Receivables(2)..         0.90(1)         1.44(1)          1.40     1.58     0.95     0.57
- ---------------------
</TABLE>

(1) Annualized rate.
(2) Percentages based on gross accounts receivable including unearned income.

<PAGE>


                       WEIGHTED AVERAGE LIFE OF THE NOTES

      The following tables indicate the  projected weighted average life of  the
Class A-2 Notes and the Class A-3 Notes (assuming the Servicer does not exercise
its option to repurchase the Receivables as described under "Terms of the Notes-
- -Redemption" above).  The tables set  forth the percent of the initial principal
balance of the Class A-2 Notes and the Class A-3 Notes  that is  projected to be
outstanding  after  each  of  the  Distribution  Dates  shown using the absolute
prepayment  model,  which  represents  an  assumed rate of prepayment each month
relative  to  the  original  number of receivables in a pool of receivables. The
tables  are  subject  to  numerous  assumptions  that  will  be set forth in the
prospectus supplement.


<TABLE>
<CAPTION>

                                  Class A-2 Notes                               Class A-3 Notes
                     ----------------------------------------     ----------------------------------------
  Distribution Date  0.00%  0.50%  0.75%  1.00%  1.25%  1.50%     0.00%  0.50%  0.75%  1.00%  1.25%  1.50%
- -------------------  -----  -----  -----  -----  -----  -----     -----  -----  -----  -----  -----  -----
<S>                    <C>    <C>    <C>   <C>    <C>    <C>        <C>    <C>    <C>    <C>    <C>    <C>
Closing Date           100    100    100   100    100    100        100    100    100    100    100    100
April 15, 1999.....    100    100    100   100    100    100        100    100    100    100    100    100
May 15, 1999.......    100    100    100   100    100    100        100    100    100    100    100    100
June 15, 1999......    100    100    100   100    100    100        100    100    100    100    100    100
July 15, 1999......    100    100    100   100    100    100        100    100    100    100    100    100
August 15, 1999....    100    100    100   100    100    100        100    100    100    100    100    100
September 15, 1999.    100    100    100   100    100    100        100    100    100    100    100    100
October 15, 1999...    100    100    100   100    100    100        100    100    100    100    100    100
November 15, 1999..    100    100    100   100    100    100        100    100    100    100    100    100
December 15, 1999..    100    100    100   100    100    100        100    100    100    100    100    100
January 15, 1999...    100    100    100   100    100    100        100    100    100    100    100    100
February 15, 2000..    100    100    100   100    100    100        100    100    100    100    100    100
March 15, 2000.....    100    100    100   100    100    100        100    100    100    100    100    100
April 15, 2000.....    100    100    100   100    100    100        100    100    100    100    100    100
May 15, 2000.......    100    100    100   100    100    100        100    100    100    100    100    100
June 15, 2000......    100    100    100   100    100     93        100    100    100    100    100    100
July 15, 2000......    100    100    100   100     96     83        100    100    100    100    100    100
August 15, 2000....    100    100    100    99     87     74        100    100    100    100    100    100
September 15, 2000.    100    100    100    90     78     64        100    100    100    100    100    100
October 15, 2000...    100    100     93    81     69     55        100    100    100    100    100    100
November 15, 2000..    100     96     85    73     60     46        100    100    100    100    100    100
December 15, 2000..    100     88     76    64     51     38        100    100    100    100    100    100
January 15, 2001...    100     79     68    56     43     30        100    100    100    100    100    100
February 15, 2001..     91     71     59    48     35     22        100    100    100    100    100    100
March 15, 2001.....     83     62     51    39     27     14        100    100    100    100    100    100
April 15, 2001.....     74     54     43    32     19      7        100    100    100    100    100    100
May 15, 2001.......     65     45     35    24     12      0        100    100    100    100    100     99
June 15, 2001......     56     37     27    16      5      0        100    100    100    100    100     86
July 15, 2001......     47     29     19     9      0      0        100    100    100    100     96     74
August 15, 2001....     40     22     13     3      0      0        100    100    100    100     85     65
September 15, 2001.     33     16      7     0      0      0        100    100    100     94     75     55
October 15, 2001...     27     10      1     0      0      0        100    100    100     84     66     47
November 15, 2001..     20      4      0     0      0      0        100    100     91     75     57     39
December 15, 2001..     13      0      0     0      0      0        100     96     81     65     48     31
January 15, 2002...      7      0      0     0      0      0        100     86     72     57     41     24
February 15, 2002..      1      0      0     0      0      0        100     76     62     48     33     17
March 15, 2002.....      0      0      0     0      0      0         90     66     53     40     26     11
April 15, 2002.....      0      0      0     0      0      0         78     56     44     32     19      5
May 15, 2002.......      0      0      0     0      0      0         66     46     35     24     12      0
June 15, 2002......      0      0      0     0      0      0         55     36     26     16      6      0
July 15, 2002......      0      0      0     0      0      0         43     26     18      9      0      0
August 15, 2002....      0      0      0     0      0      0         31     17      9      2      0      0
September 15, 2002.      0      0      0     0      0      0         24     11      5      0      0      0
October 15, 2002...      0      0      0     0      0      0         19      7      1      0      0      0
November 15, 2002..      0      0      0     0      0      0         14      3      0      0      0      0
December 15, 2002..      0      0      0     0      0      0          8      0      0      0      0      0
January 15, 2003...      0      0      0     0      0      0          3      0      0      0      0      0
February 15, 2003..      0      0      0     0      0      0          0      0      0      0      0      0
March 15, 2003.....      0      0      0     0      0      0          0      0      0      0      0      0
April 15, 2003.....      0      0      0     0      0      0          0      0      0      0      0      0
May 15, 2003.......      0      0      0     0      0      0          0      0      0      0      0      0
June 15, 2003......      0      0      0     0      0      0          0      0      0      0      0      0
July 15, 2003......      0      0      0     0      0      0          0      0      0      0      0      0
August 15, 2003....      0      0      0     0      0      0          0      0      0      0      0      0
September 15, 2003.      0      0      0     0      0      0          0      0      0      0      0      0
October 15, 2003...      0      0      0     0      0      0          0      0      0      0      0      0
November 15, 2003..      0      0      0     0      0      0          0      0      0      0      0      0
December 15, 2003..      0      0      0     0      0      0          0      0      0      0      0      0

Weighted Average Life
(years)(1).........   2.39   2.19   2.07  1.96   1.83   1.70       3.37   3.20   3.09   2.97   2.81   2.64
</TABLE>


<PAGE>

(1) The weighted average  life of a  Note is  determined by (i)  multiplying the
    amount of each principal payment on a Note  by the  number of years from the
    date  of  the issuance  of  the Note  to the related Distribution Date, (ii)
    adding  the  results, and  (iii)  dividing the  sum by  the related  initial
    principal amount of the Note.




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