<PAGE> 1
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) September 17, 1997
Fund America Investors Corporation II
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 33-73748 84-1218906
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6400 S. Fiddler's Green Circle, Suite 1200B, Englewood, Colorado 80111
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 290-6025
--------------
- --------------------------------------------------------------------------------
(Former Name or Former Address if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events.
The Registrant expects to enter into an Underwriting Agreement, dated
September 17, 1997, with Greenwich Capital Markets, Inc., and ContiFinancial
Services Corporation (the "Underwriters"), pursuant to which the Underwriters
agree to purchase and offer for sale to the public, approximately $120,000,000
aggregate initial principal amount of the Registrant's Collateralized Mortgage
Obligations, Series 1997-NMC1 (the "Bonds"). The Bonds are registered for sale
under the Registrant's effective shelf Registration Statement on Form S-3
(33-73748), and will be offered pursuant to a Prospectus, dated September 17,
1997, and a related Prospectus Supplement, dated September 17, 1997, to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, and Rule 424 thereunder.
Filed as Exhibits 5.1 and 8.1 to this Form 8-K are opinions of Hunton &
Williams with respect to the Registrant's Registration Statement on Form S-3, as
amended (No.33-73748).
In connection with the offering of the Offered Securities, the
Underwriters have prepared and disseminated to potential purchasers certain
"Series Term Sheet(s)," "Computational Materials," and/or "Structural Terms
Sheet(s)," as such terms are defined in the No-Action response letters to
Greenwood Trust Company, Discover Card Master Trust I (publicly available April
5, 1996), to Kidder, Peabody and Co. Incorporated and certain affiliates thereof
(publicly available, May 20, 1994), and to Cleary, Gottlieb, Steen & Hamilton on
behalf of the Public Securities Association (publicly available, February 17,
1995). In accordance with such No-Action Letters, the Registrant is filing
herewith such Series Term Sheet(s), Computational Materials, and/or Structural
Terms Sheet(s) as Exhibit 99.1.
Further, the Registrant has obtained credit enhancement from MBIA
Insurance Corporation ("MBIA") and has included certain financial information
regarding MBIA. In connection therewith, the Registrant is designating Coopers &
Lybrand, L.L.P. as experts relating to such included financial information and
is filing herewith the consent of Coopers & Lybrand L.L.P. as Exhibit 99.2.
Exhibits
5.1 Opinion of Hunton & Williams regarding the legality of the Securities
(Bonds).
8.1 Opinion of Hunton & Williams regarding tax matters.
-2-
<PAGE> 3
99.1 Copy of "Series Term Sheet(s)," "Computational Materials," and/or
"Structural Terms Sheet(s)" as provided by Greenwich Capital Markets,
Inc. and ContiFinancial Services Corporation.
99.2 Copy of Consent of Coopers & Lybrand, L.L.P.
-3-
<PAGE> 4
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.
September 17, 1997 FUND AMERICA INVESTORS CORPORATION II
By: /s/ Steven B. Chotin
-------------------------------
Name: Steven B. Chotin
Title: President
-4-
<PAGE> 5
INDEX TO EXHIBITS
Page
5.1 Opinion of Hunton & Williams regarding the legality of the
Securities (Bonds)..............................................
8.1 Opinion of Hunton & Williams regarding tax matters..............
99.1 Copy of "Series Term Sheet(s)," "Computational Materials,"
and/or "Structural Terms Sheet(s)" as provided by Greenwich
Capital Markets, Inc. and ContiFinancial Services
Corporation.....................................................
99.2 Copy of Consent of Coopers & Lybrand, L.L.P.....................
-5-
<PAGE> 1
Exhibit 5.1
File No.: 50039.000004
Direct Dial: (804) 788-8200
[LETTERHEAD OF HUNTON & WILLIAMS]
September 18, 1997
Fund America Investors Corporation II
Plaza Tower One, Suite 1200B
6400 South Fiddler's Green Circle
Englewood, Colorado 80111
Registration Statement No. 33-73748
Dear Ladies and Gentlemen:
We have acted as counsel to Fund America Investors Corporation II, a
Delaware corporation (the "Company"), in connection with its proposed offering
and sale from time to time of Collateralized Mortgage Obligations (the "Bonds")
pursuant to its Registration Statement on Form S-3 (No. 33-73748). In this
capacity, we have examined the Registration Statement, the Company's Articles of
Incorporation and Bylaws, the form of Deposit Trust Agreement between the
Company, as depositor, and Wilmington Trust Company, pursuant to which Fund
America Investors Trust 1997-NMC 1 (the "Issuer") will be formed, the form of
Indenture between the Issuer, as issuer of the Series 1997-NMC1 Bonds, and
Norwest Bank Minnesota, National Association, as trustee (the "Indenture"), and
such other materials as we have deemed necessary to the issuance of this
opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware. At the
time of any issuance of Bonds, the Issuer of such Bonds will exist as a trust
under the laws of the State of Delaware.
2. When the Indenture has been duly authorized by all necessary action
and has been duly executed and delivered by the parties thereto, it will
constitute a valid, legal and binding agreement of the Issuer, enforceable
against the Issuer in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and to general principles of equity,
regardless of whether enforcement is sought in a proceeding in equity or at law.
3. When the Bonds have been duly authorized for sale by all necessary
action, and when the Bonds have been duly issued, executed and authenticated in
accordance with the
<PAGE> 2
Fund America Investors Corporation II
September 18, 1997
Page 2
provisions of the Indenture and delivered to and paid for by the purchasers
thereof, the Bonds will be legally and validly issued, and the holders of the
Bonds will be entitled to the benefits provided by the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K filed in connection with its offering of
its Series 1997-NMC1 Bonds. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder by
the Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
02151/04593/07724
Base Prospectus Opinion
<PAGE> 1
Exhibit 8.1
[LETTERHEAD OF HUNTON & WILLIAMS]
September 18, 1997
Fund America Investors Corporation II
Plaza Tower One, Suite 1200B
6400 South Fiddler's Green Circle
Englewood, Colorado 80111
Ladies and Gentlemen:
We have acted as counsel to Fund America Investors Corporation II, a
Delaware corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (No. 33-73748) (the "Registration
Statement"), which has been filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), for the registration
under the Act of Collateralized Mortgage Obligations and Pass-Through
Certificates (the "Securities") in one or more series ("Series"). As set forth
in the Registration Statement, each Series of Securities will be issued under
and pursuant to the conditions of a separate pooling agreement, pooling and
administration agreement or indenture (each, an "Agreement") among the Company
or an owner trust established by the Company (the "Issuer"), a trustee (the
"Trustee") and, where appropriate, an administrator (the "Administrator"), each
to be identified in the prospectus supplement for such Series of Securities.
We have examined the prospectus and form of prospectus supplement
related thereto contained in the Registration Statement (each, a "Prospectus")
and such other documents, records and instruments as we have deemed necessary
for the purposes of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the part
of the Issuer, the Trustee, the Administrator (where applicable) and any other
party thereto for such Series of Securities and will be duly executed and
delivered by the Issuer, the Trustee, the Administrator and any other party
thereto substantially in the applicable form filed or incorporated by reference
as an exhibit to the Registration Statement, that each Series of Securities will
be duly executed and delivered in substantially the forms set forth in the
related Agreement filed or incorporated by reference as an exhibit to the
Registration Statement, and that Securities will be sold as described in the
Registration Statement.
Based on the foregoing, we are of the opinion that the legal
conclusions contained in each Prospectus forming a part of the Registration
Statement under the caption "Certain Federal Income Tax Consequences" are
correct in all material respects, and the discussion thereunder does not omit
any material provision with respect to the matters covered. You should be aware
that this opinion represents our conclusions as to the application of existing
law to a transaction as described above. There can be no assurance that contrary
positions will not be taken by the
<PAGE> 2
Fund America Investors Corporation II
September 18, 1997
Page 2
Internal Revenue Service or that the law will not change.
This opinion is based on the facts and circumstances set forth in the
Registration Statement and in the other documents reviewed by us. Our opinion as
to the matters set forth herein could change with respect to a particular Series
of Securities as a result of changes in facts or circumstances, changes in the
terms of the documents reviewed by us, or changes in the law subsequent to the
date hereof. Because the Prospectuses contemplate Series of Securities with
numerous different characteristics, you should be aware that the particular
characteristics of each Series of Securities must be considered in determining
the applicability of this opinion to a particular Series of Securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Hunton & Williams
under the caption "Certain Federal Income Tax Consequences" in the Prospectus.
In giving this consent, we do not admit that we are in the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Securities under the laws of any
state.
Very truly yours,
/s/ Hunton & Williams
<PAGE> 1
EXHIBIT 99.1
This Preliminary Term Sheet is provided for information purposes only, and does
not constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain all
of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
information term sheet for this transaction. In addition, the information
contained herein may be superseded by information contained in term sheets
circulated after the date hereof and is qualified in its entirety by information
contained in the Prospectus and Prospectus Supplement for this transaction. An
offering may be made only through the delivery of the Prospectus and Prospectus
Supplement.
DATE PREPARED: SEPTEMBER 16, 1997
PRELIMINARY TERM SHEET
$120,000,000
FUND AMERICA INVESTORS TRUST 1997-NMC1
COLLATERALIZED MORTGAGE OBLIGATIONS, SERIES 1997-NMC1
NATIONAL MORTGAGE CORPORATION
SELLER AND SERVICER
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
WAL to Call/Mat. Payment Window to Call/Mat. Assumed Expected
Class Amount(2) (Yrs)(1) (Mos)(1) Price Benchmark S&P/Moodys
----- --------- -------- -------- ----- --------- ----------
A $120,000,000 2.97 / 3.21 1-95/1-196 100-00 1 M LIBOR AAA/AAA
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total $120,000,000
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These Computational Materials should be accompanied by a one page disclaimer
which must be read in its entirety by the addressee of this communication. If
such disclaimer is not attached hereto, please contact your sales
representative. See "Pricing Prepayment Speed" below.
(2) Final bond size subject to a variance of +/- 5%.
Underwriters: Greenwich Capital Markets, Inc. (Lead Manager);
ContiFinancial Services Corporation (Co-Manager).
Seller & Servicer: National Mortgage Corporation.
Depositor: Fund America Investors Corporation II.
Bond Insurer: MBIA Insurance Corporation.
Indenture Trustee: Norwest Bank Minnesota, N.A.
Owner Trustee: Wilmington Trust Company.
Federal Tax Status: It is anticipated that the Bonds will evidence debt
obligations for federal income tax purposes.
Registration: The Bonds will be available in book-entry form
through DTC, Cedel Bank S.A. and the Euroclear
System.
Expected Pricing Date: Thursday, September 18, 1997
Expected Closing Date: Tuesday, September 30,1997
Expected Settlement Date: Wednesday, October 1, 1997
Cut-off Date: Close of business, September 1, 1997
Accrued Interest: Price will include interest accrued from the Closing
Date to, but not including the Settlement Date.
Interest Accrual Period: For the first Payment Date, interest will accrue from
the Closing Date to, but not including October 27,
1997. Thereafter, the accrual period will be from and
including the prior Payment Date, to, but not
including the next Payment Date on an actual/360
basis.
Payment Dates: 25th day of each month (or the next succeeding
business day) commencing October 27, 1997.
Credit Enhancement: A surety wrap provided by MBIA Insurance Corporation.
MBIA benefits from an overcollateralization feature.
ERISA Eligibility: The Bonds are expected to be ERISA eligible.
Prospective investors must review the Prospectus and
Prospectus Supplement and consult with their
professional advisors for a more detailed description
of these matters prior to investing in the Class A
Bonds.
SMMEA Treatment: The Bonds will constitute "mortgage related
securities" for purposes of SMMEA.
Optional Termination: 10% optional termination provision (Redemption Date).
Pricing Prepayment Speed: Constant 25% CPR.
1
<PAGE> 2
This Preliminary Term Sheet is provided for information purposes only, and does
not constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain all
of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
information term sheet for this transaction. In addition, the information
contained herein may be superseded by information contained in term sheets
circulated after the date hereof and is qualified in its entirety by information
contained in the Prospectus and Prospectus Supplement for this transaction. An
offering may be made only through the delivery of the Prospectus and Prospectus
Supplement.
Mortgage Loans: The Mortgage Loans to be included in the Trust will
consist of adjustable rate loans secured by
first-lien mortgages or deeds of trust primarily on
one- to four family residential properties. The
aggregate principal balance of the initial loans
("Initial Mortgage Loans") will be approximately
$110,925,309 as of the Cut-off Date. On the Closing
Date, additional loans ("Additional Mortgage Loans")
with an aggregate principal balance not to exceed
approximately $16,993,473 having similar
characteristics as the Initial Mortgage Loans will be
deposited into the Trust. The statistical information
provided herein is based on the Initial Mortgage
Loans as of the Cut-off Date and may vary in certain
limited respects from comparable information based on
the actual composition of the Mortgage Loans on the
Closing Date, although any such variance will not be
material. The sum of the Cut-off Date principal
balances of the initial loans and the applicable
cut-off date principal balances of the additional
loans is the "Original Mortgage Principal Balance".
CREDIT ENHANCEMENT
Credit enhancement for Class A Bonds will consist of a financial guaranty
insurance policy (the "Insurance Policy") provided by MBIA Insurance Corporation
("MBIA"). MBIA benefits from an overcollateralization feature which is described
under "Excess Cash - Overcollateralization" under "Distributions of Interest and
Principal" below.
The Insurance Policy
MBIA Insurance Corporation will issue a financial guaranty insurance policy
which will guarantee on each Payment Date the payment of the "Bond Interest
Rate" (as defined below) and an "Overcollateralization Deficit". The
Overcollateralization Deficit for the Bonds on any Payment Date will be the
amount, if any, by which the Bond Balance exceeds the aggregate principal
balance of the Mortgage Loans at the end of the related collection period. The
effect of the Insurance Policy is to guarantee the timely payment of interest
on, and the ultimate payment of the principal amount of the Bonds. The Insurance
Policy will not cover interest shortfalls resulting from (i) the application of
the Soldiers' and Sailors' Civil Relief Act of 1940, as amended and (ii)
prepayments or liquidations of the Mortgage Loans to the extent such shortfall
exceeds both the Servicer's obligation to make a Compensating Interest Payment
and Excess Cash available with respect to such Payment Date. The "Compensating
Interest Payment" is an amount of interest remitted by the Servicer (not to
exceed the servicing fee) to the Indenture Trustee for Mortgage Loans which have
prepaid or liquidated or charged-off to ensure that a full month's interest is
available for payment to the Bondholders on the applicable Payment Date.
DISTRIBUTIONS OF INTEREST AND PRINCIPAL
Payment of Interest
For each interest period prior to the Redemption Date, the Class A Bonds will be
entitled to payment in respect of interest ("Bond Interest") at a per annum rate
(the "Bond Interest Rate") equal to the lesser of (a) the One Month LIBOR plus
[TBD] basis points (the "Class A Note Rate") and (b) and the Available Funds
Cap. The "Available Funds Cap" is equal to the weighted average of the Mortgage
Loan Rates, less approximately 1.1625%. Shortfalls due to the Available Fund Cap
WILL NOT be carried forward.
Payment of Principal
On each Payment Date, Bonds will be entitled to Monthly Principal in reduction
of the Bond Balance. "Monthly Principal" with respect to any Payment Date will
be equal to the aggregate amounts collected, received or otherwise
2
<PAGE> 3
This Preliminary Term Sheet is provided for information purposes only, and does
not constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain all
of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
information term sheet for this transaction. In addition, the information
contained herein may be superseded by information contained in term sheets
circulated after the date hereof and is qualified in its entirety by information
contained in the Prospectus and Prospectus Supplement for this transaction. An
offering may be made only through the delivery of the Prospectus and Prospectus
Supplement.
recovered in respect of the principal on the Mortgage Loans during the related
collection period (excluding payments ahead), reduced by any
Overcollateralization Surplus with respect to such Payment Date. The
"Overcollateralization Surplus" for the Bonds on any Payment Date will be the
amount, if any by which the Overcollateralization Amount on such Payment Date
exceeds the then applicable Required Overcollateralization Amount.
Excess Cash - Overcollateralization
On each Payment Date, excess cash will be distributed as principal on the Class
A Bonds in reduction of the Bond Balance, until the Overcollateralization Amount
is equal to a target overcollateralization amount (the "Required
Overcollateralization Amount"). This distribution of Excess Cash as principal
will have the effect of accelerating the amortization of Class A Bonds relative
to the outstanding aggregate principal balance of the Mortgage Loans. On any
Payment Date in which the aggregate principal balance of the Mortgage Loans does
not exceed the Class A Bond Balance by the Required Overcollateralization Amount
excess cash will be distributed as principal to the Class A Bondholders to
increase the Overcollateralization Amount to the Required Overcollateralization
Amount. During the step-down of the Overcollateralization Amount on any Payment
Date, Monthly Principal will be reduced by any Overcollateralization Surplus;
that is, principal distributions to Class A Bondholders will be less than total
collections with respect to any principal on the Mortgage Loans during the
related collection period, as principal will be distributed to the holder of
residual interest in order to reduce the Overcollateralization Amount to the
Required Overcollateralization Amount on such Payment Date.
Excess Cash on any Payment Date represents the excess of Available Funds
(generally, the sum of amounts received for such Payment Date with respect to
the Mortgage Loans, net of servicing fees and trustee fees ) over the sum of (x)
amounts required to be paid to Bondholders in respect of Bond Interest and
Monthly Principal and (y) amounts required to be paid to the Bond Insurer in
respect of, among other things, the Bond Insurer Premium and reimbursement of
any payments made pursuant to the Insurance Policy ("Insured Payments").
COLLATERAL DESCRIPTION
See attached.
THE SELLER AND SERVICER
National Mortgage Corporation, a Colorado corporation (the "Company"),
originates, purchases and services and sells primarily first-lien residential
mortgage loans made to borrowers whose borrowing needs are generally not being
served by traditional financial institutions because of impaired or limited
credit profiles ("Sub-prime Loans") . The Company was formed in 1991, initially
with a view of servicing loans for which the borrowers' credit profiles
conformed to Fannie Mae and Freddie Mac credit underwriting standards
("Conforming Loans"). In 1993, the Company shifted its business focus and
commenced sub-prime lending and servicing operations.
The Company currently acquires its mortgage loans primarily through independent
licensed mortgage brokers and also by purchasing mortgage loans from approved
correspondents. All of the Company's brokers and correspondents are provided
with the Company's written underwriting guidelines.
The Company has been servicing loans since its inception and as of June 30,
1997, had a sub-prime mortgage loan servicing portfolio of 2,577 loans with a
principal balance of approximately $274 million and a conforming mortgage loans
servicing portfolio of 4,566 loans with a principal balance of approximately
$281 million. All loans are serviced of the Company's offices at Englewood,
Colorado, utilizing the Alltel servicing software system (formerly Computer
Power, Inc. or CPI). See attached for Sub-prime Loan servicing portfolio
delinquency information.
3
<PAGE> 4
This Preliminary Term Sheet is provided for information purposes only, and does
not constitute an offer to sell, nor a solicitation of an offer to buy, the
referenced securities. It does not purport to be all-inclusive or to contain all
of the information that a prospective investor may require to make a full
analysis of the transaction. All amounts are approximate and subject to change.
The information contained herein supersedes information contained in any prior
information term sheet for this transaction. In addition, the information
contained herein may be superseded by information contained in term sheets
circulated after the date hereof and is qualified in its entirety by information
contained in the Prospectus and Prospectus Supplement for this transaction. An
offering may be made only through the delivery of the Prospectus and Prospectus
Supplement.
SUB-PRIME SERVICING LOAN PORTFOLIO
<TABLE>
<CAPTION>
12/31/94 12/31/95 12/31/96 6/30/97
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Total principal balance $134,567 $ 178,743 $ 230,458 $ 273.847
Average portfolio principal balance(1) $ 82,248 $ 177,084 $ 203,276 $ 238,155
DELINQUENCIES
30-59 Days:
Principal Balance $ 3,802 $ 9,161 $ 8,185 $ 5,886
Percent(2) 2.83% 5.13 % 3.55 % 2.15 %
60-89 Days:
Principal Balance $ 694 $ 821 $ 285 $ 559
Percent(2) 0.51% 0.46 % 0.12 % 0.20 %
90 days or more:
Principal Balance $ 467 $ 1,473 $ 4,369 $ 4,816
Percent(2) 0.35% 0.82 % 1.90 % 1.76 %
Total Delinquencies:
Principal Balance $ 4,964 $ 11,455 $ 12,840 $ 11,261
Percent(2) 3.69% 6.41 % 5.57 % 4.11 %
FORECLOSURES
Principal Balance $ 1,370 $ 6,945 $ 10,178 $ 8,292
Percent(2) 1.02% 3.89 % 4.42 % 3.03 %
REO $ 84 $ 2,096 $ 3,412 $ 5,541
Net gains/(losses) on Liquidated Loans -- $ (168) $ (1,540) $ (879)
% of net gains/(losses) on -- (0.10)% (0.76)% (0.74)%(3)
liquidated loans
</TABLE>
(1) Calculated by summing the actual outstanding principal balances at the
end of each month and dividing the total by the number of months in the
applicable period.
(2) Percentages are expressed based upon the total outstanding principal
balance at the end of the indicated period.
(3) Annualized.
4
<PAGE> 5
FOR INTERNAL USE ONLY
ALL AMOUNTS SUBJECT TO CHANGE
PRELIMINARY INFORMATION SHEET
09/15/97
FUND AMERICA INVESTORS TRUST 1997-NMC1 ALL LOANS
09/01/97 Scheduled Balances
<TABLE>
<CAPTION>
FIXED/ARM: ARM
<S> <C> <C> <C> <C>
TOTAL CURRENT BALANCE: $110,925,309.50
TOTAL ORIGINAL BALANCE: $111,002,675.00
NUMBER OF LOANS: 864
AVERAGE CURRENT BALANCE: $ 128,385.77 RANGE: $24,000.00 - $704,618.90
AVERAGE ORIGINAL BALANCE: $ 128,475.32 RANGE: $24,000.00 - $705,000.00
WEIGHTED AVERAGE GROSS COUPON: 9.90081% RANGE: 7.55000 - 13.10000%
WEIGHTED AVERAGE GROSS MARGIN: 5.9477% RANGE: 4.2500 - 8.8000%
WEIGHTED AVERAGE MAX INT RATE: 15.9319% RANGE: 13.5500 - 19.1000%
WEIGHTED AVERAGE PERIOD RATE CAP: 1.0152% RANGE: 1.0000 - 1.5000%
WEIGHTED AVERAGE FIRST PERIOD CAP: 2.3729% RANGE: 1.0000 - 3.0000%
WEIGHTED AVERAGE NEXT RESET: 17.23 months RANGE: 1.00 - 36.00 months
WEIGHTED AVERAGE ORIGINAL LOAN TO VALUE: 79.97% RANGE: 25.58 - 90.00%
WEIGHTED AVERAGE ORIGINAL TERM: 360.00 months RANGE: 360.00 - 360.00 months
WEIGHTED AVERAGE REMAINING TERM: 358.67 months RANGE: 349.00 - 360.00 months
WEIGHTED AVERAGE SEASONING: 1.33 months RANGE: 0.00 - 11.00 months
WEIGHTED AVERAGE RATE ADJUST FREQ: 6 months RANGE: 6 - 6 months
TOP STATE CONCENTRATIONS ($): 32.03% Colorado, 13.67% Georgia, 8.62% Connecticut 1.71%
MAXIMUM ZIP CODE CONCENTRATION ($): 80123 (LITTLETON, CO)
FIRST PAY DATE: Nov 01, 1996 - Nov 01, 1997
MATURE DATE: Oct 01, 2026 - Oct 01, 2027
NEXT RATE ADJ DATE: Oct 01, 1997 - Sep 01, 2000
</TABLE>
<TABLE>
<CAPTION>
CURRENT
PRINCIPAL BALANCE PCT($) # OF LOANS PCT(#)
----------------- ------ ---------- ------
<S> <C> <C> <C> <C> <C>
MONTHS DELINQUENT: Current 109,585,494.49 98.79 857 99.19
Delq: 30 Days 1,339,815.01 1.21 7 0.81
FIXED/ARM: ARM 110,925,309.50 100.00 864 100.00
PRODUCT: 2/28 6 Mo LIBOR 74,829,227.43 67.46 621 71.88
3/27 6 Mo LIBOR 1,526,949.79 1.38 9 1.04
6 Mo LIBOR 34,569,132.28 31.16 234 27.08
INDEX: 6 Mo LIBOR 110,925,309.50 100.00 864 100.00
CURRENT BALANCE: 24,000 - 50,000 1,680,175.15 1.51 40 4.63
50,001 - 100,000 26,984,417.29 24.33 353 40.86
100,001 - 150,000 28,928,900.79 26.08 239 27.66
150,001 - 200,000 20,624,341.54 18.59 121 14.00
200,001 - 250,000 10,845,827.27 9.78 48 5.56
250,001 - 300,000 6,997,120.56 6.31 26 3.01
300,001 - 350,000 5,625,497.03 5.07 17 1.97
350,001 - 400,000 2,293,587.27 2.07 6 0.69
400,001 - 450,000 2,573,504.39 2.32 6 0.69
450,001 - 500,000 1,924,034.43 1.73 4 0.46
500,001 - 550,000 543,352.72 0.49 1 0.12
550,001 - 600,000 576,318.47 0.52 1 0.12
600,001 - 650,000 623,613.69 0.56 1 0.12
700,001 - 704,619 704,618.90 0.64 1 0.12
</TABLE>
The information contained in the attached tables has been prepared based on
information provided by National Mortgage Corporation and or one or more of its
affiliates. See also Disclaimer on Page 1 of this Preliminary Term Sheet.
5
<PAGE> 6
ALL AMOUNTS SUBJECT TO CHANGE
PRELIMINARY INFORMATION SHEET
09/15/97
FUND AMERICA INVESTORS TRUST 1997-NMC1 ALL LOANS
09/01/97 Scheduled Balances
<TABLE>
<CAPTION>
CURRENT
PRINCIPAL BALANCE PCT($) # OF LOANS PCT(#)
----------------- ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C>
ORIGINAL BALANCE: 24,000 - 50,000 1,680,175.15 1.51 40 4.63
50,001 - 100,000 26,984,417.29 24.33 353 40.86
100,001 - 150,000 28,928,900.79 26.08 239 27.66
150,001 - 200,000 20,624,341.54 18.59 121 14.00
200,001 - 250,000 10,845,827.27 9.78 48 5.56
250,001 - 300,000 6,997,120.56 6.31 26 3.01
300,001 - 350,000 5,625,497.03 5.07 17 1.97
350,001 - 400,000 2,293,587.27 2.07 6 0.69
400,001 - 450,000 2,573,504.39 2.32 6 0.69
450,001 - 500,000 1,924,034.43 1.73 4 0.46
500,001 - 550,000 543,352.72 0.49 1 0.12
550,001 - 600,000 576,318.47 0.52 1 0.12
600,001 - 650,000 623,613.69 0.56 1 0.12
700,001 - 705,000 704,618.90 0.64 1 0.12
GROSS COUPON: 7.55000 - 8.00000 2,221,807.66 2.00 9 1.04
8.00001 - 8.50000 2,744,897.21 2.47 22 2.55
8.50001 - 9.00000 7,062,660.71 6.37 50 5.79
9.00001 - 9.50000 20,380,901.71 18.37 142 16.44
9.50001 - 10.00000 30,237,235.82 27.26 227 26.27
10.00001 - 10.50000 24,885,290.95 22.43 211 24.42
10.50001 - 11.00000 19,052,274.27 17.18 157 18.17
11.00001 - 11.50000 2,985,892.77 2.69 30 3.47
11.50001 - 12.00000 735,530.55 0.66 9 1.04
12.00001 - 12.50000 501,242.46 0.45 4 0.46
12.50001 - 13.00000 92,575.39 0.08 2 0.23
13.00001 - 13.10000 25,000.00 0.02 1 0.12
ORIGINAL TERM: 360 110,925,309.50 100.00 864 100.00
REMAINING TERM: 349 125,596.28 0.11 1 0.12
353 160,077.80 0.14 2 0.23
354 94,137.57 0.08 1 0.12
356 1,547,208.61 1.39 7 0.81
357 11,726,264.02 10.57 83 9.61
358 33,159,204.77 29.89 256 29.63
359 36,780,208.45 33.16 296 34.26
360 27,332,612.00 24.64 218 25.23
SEASONING: 0 27,332,612.00 24.64 218 25.23
1 36,685,094.84 33.07 295 34.14
2 33,254,318.38 29.98 257 29.75
3 11,726,264.02 10.57 83 9.61
4 1,547,208.61 1.39 7 0.81
6 94,137.57 0.08 1 0.12
7 160,077.80 0.14 2 0.23
11 125,596.28 0.11 1 0.12
INDEX: 6 Mo LIBOR 110,925,309.50 100.00 864 100.00
PROPERTY TYPE: Single Family 101,395,909.16 91.41 777 89.93
2-4 Units 3,631,294.57 3.27 36 4.17
Condominium 3,246,835.40 2.93 31 3.59
PUD 1,986,580.72 1.79 12 1.39
Manufactured Housing 664,689.65 0.60 8 0.93
PURPOSE: Purchase 58,275,155.96 52.54 470 54.40
Cash Out Refinance 33,934,024.31 30.59 251 29.05
Rate/Term Refinance 11,384,557.08 10.26 85 9.84
Debt Consolidation 7,331,572.15 6.61 58 6.71
OCCUPANCY: Primary 108,251,259.63 97.59 831 96.18
Investor 1,794,048.58 1.62 21 2.43
Second Home 880,001.29 0.79 12 1.39
</TABLE>
The information contained in the attached tables has been prepared based on
information provided by National Mortgage Corporation and or one or more of its
affiliates. See also Disclaimer on Page 1 of this Preliminary Term Sheet.
6
<PAGE> 7
ALL AMOUNTS SUBJECT TO CHANGE
PRELIMINARY INFORMATION SHEET
09/15/97
FUND AMERICA INVESTORS TRUST 1997-NMC1 ALL LOANS
09/01/97 Scheduled Balances
<TABLE>
<CAPTION>
CURRENT
PRINCIPAL BALANCE PCT($) # OF LOANS PCT(#)
----------------- ------ ---------- ------
<S> <C> <C> <C> <C> <C>
DOCUMENTATION: Full Documentation 69,384,714.14 62.55 572 66.20
Stated Documentation 33,532,556.71 30.23 244 28.24
Fast Documentation 8,008,038.65 7.22 48 5.56
PREPAY: 2 YR PREPAYMENT PENALTY 36,707,860.09 33.09 306 35.42
1 YR PREPAYMENT PENALTY 32,966,630.21 29.72 249 28.82
NO PREPAYMENT PENALTY 26,886,910.77 24.24 183 21.18
3 YR PREPAYMENT PENALTY 13,879,375.90 12.51 123 14.24
5 YR PREPAYMENT PENALTY 484,532.53 0.44 3 0.35
ORIGINAL LTV: 25.58 - 30.00 94,953.88 0.09 2 0.23
30.01 - 35.00 443,849.13 0.40 6 0.69
35.01 - 40.00 310,553.07 0.28 6 0.69
40.01 - 45.00 719,544.08 0.65 4 0.46
45.01 - 50.00 314,614.82 0.28 5 0.58
50.01 - 55.00 853,334.78 0.77 10 1.16
55.01 - 60.00 1,807,742.49 1.63 16 1.85
60.01 - 65.00 5,520,199.51 4.98 45 5.21
65.01 - 70.00 6,723,638.65 6.06 51 5.90
70.01 - 75.00 13,562,833.94 12.23 103 11.92
75.01 - 80.00 30,832,825.79 27.80 232 26.85
80.01 - 85.00 19,972,860.70 18.01 153 17.71
85.01 - 90.00 29,768,358.66 26.84 231 26.74
RATE ADJ FREQ: 6.00 110,925,309.50 100.00 864 100.00
MAX INT RATE: 13.550 - 14.000 2,221,807.66 2.00 9 1.04
14.001 - 14.500 2,534,128.38 2.28 20 2.31
14.501 - 15.000 6,601,132.45 5.95 47 5.44
15.001 - 15.500 19,860,412.94 17.90 140 16.20
15.501 - 16.000 29,496,469.87 26.59 223 25.81
16.001 - 16.500 25,129,686.16 22.65 211 24.42
16.501 - 17.000 19,967,958.02 18.00 161 18.63
17.001 - 17.500 3,400,928.62 3.07 33 3.82
17.501 - 18.000 1,022,141.01 0.92 12 1.39
18.001 - 18.500 573,069.00 0.52 5 0.58
18.501 - 19.000 92,575.39 0.08 2 0.23
19.001 - 19.100 25,000.00 0.02 1 0.12
GROSS MARGIN: 4.250 - 4.500 642,926.08 0.58 5 0.58
4.501 - 5.000 6,504,711.65 5.86 42 4.86
5.001 - 5.500 21,041,978.72 18.97 159 18.40
5.501 - 6.000 41,033,432.31 36.99 304 35.19
6.001 - 6.500 30,102,683.94 27.14 256 29.63
6.501 - 7.000 5,955,997.12 5.37 45 5.21
7.001 - 7.500 3,500,669.42 3.16 29 3.36
7.501 - 8.000 1,774,694.75 1.60 18 2.08
8.001 - 8.500 233,415.51 0.21 3 0.35
8.501 - 8.800 134,800.00 0.12 3 0.35
PERIODIC RATE CAP: 1.000 107,563,244.39 96.97 841 97.34
1.500 3,362,065.11 3.03 23 2.66
FIRST RATE CAP: 1.000 34,675,442.67 31.26 235 27.20
2.000 209,921.78 0.19 2 0.23
3.000 76,039,945.05 68.55 627 72.57
</TABLE>
The information contained in the attached tables has been prepared based on
information provided by National Mortgage Corporation and or one or more of its
affiliates. See also Disclaimer on Page 1 of this Preliminary Term Sheet. See
also Disclaimer on Page 1 of this Preliminary Term Sheet.
7
<PAGE> 8
ALL AMOUNTS SUBJECT TO CHANGE
PRELIMINARY INFORMATION SHEET
09/15/97
FUND AMERICA INVESTORS TRUST 1997-NMC1 ALL LOANS
09/01/97 Scheduled Balances
<TABLE>
<CAPTION>
CURRENT
PRINCIPAL BALANCE PCT($) # OF LOANS PCT(#)
----------------- ------ ---------- ------
<S> <C> <C> <C> <C> <C>
NEXT RATE ADJ DATE: 10/01/97 125,596.28 0.11 1 0.12
11/01/97 439,362.66 0.40 2 0.23
12/01/97 3,531,512.73 3.18 19 2.20
01/01/98 9,920,116.00 8.94 75 8.68
02/01/98 11,028,090.95 9.94 76 8.80
03/01/98 9,524,453.66 8.59 61 7.06
02/01/99 160,077.80 0.14 2 0.23
03/01/99 94,137.57 0.08 1 0.12
05/01/99 1,107,845.95 1.00 5 0.58
06/01/99 8,194,751.29 7.39 64 7.41
07/01/99 22,857,625.08 20.61 179 20.72
08/01/99 24,789,921.74 22.35 216 25.00
09/01/99 17,534,868.00 15.81 153 17.71
10/01/99 90,000.00 0.08 1 0.12
07/01/00 509,501.60 0.46 3 0.35
08/01/00 744,948.19 0.67 2 0.23
09/01/00 272,500.00 0.25 4 0.46
STATE: Colorado 35,530,194.75 32.03 268 31.02
Georgia 15,163,466.71 13.67 124 14.35
Connecticut 9,561,116.34 8.62 70 8.10
California 9,172,986.06 8.27 58 6.71
Massachusetts 8,441,838.20 7.61 68 7.87
Maryland 5,681,426.18 5.12 34 3.94
Virginia 4,598,017.26 4.15 27 3.13
Utah 3,897,319.99 3.51 32 3.70
Rhode Island 2,684,235.92 2.42 31 3.59
North Carolina 2,034,466.26 1.83 20 2.31
Arizona 1,869,867.88 1.69 21 2.43
Illinois 1,834,269.84 1.65 14 1.62
New Mexico 1,248,134.73 1.13 4 0.46
Oklahoma 1,217,619.89 1.10 8 0.93
Florida 1,097,156.57 0.99 13 1.50
Oregon 825,146.48 0.74 9 1.04
Minnesota 698,103.79 0.63 7 0.81
Wyoming 632,561.77 0.57 9 1.04
Ohio 535,943.21 0.48 2 0.23
District of Columbia 534,192.19 0.48 5 0.58
Texas 520,159.06 0.47 6 0.69
New Hampshire 473,786.73 0.43 5 0.58
Tennessee 395,753.70 0.36 4 0.46
South Dakota 349,145.00 0.31 5 0.58
Idaho 342,642.39 0.31 3 0.35
South Carolina 305,323.39 0.28 4 0.46
Washington 291,021.71 0.26 2 0.23
Montana 264,946.75 0.24 3 0.35
Nevada 249,628.17 0.23 1 0.12
New York 136,427.68 0.12 2 0.23
Indiana 92,165.55 0.08 1 0.12
Nebraska 91,963.82 0.08 1 0.12
Michigan 63,171.73 0.06 1 0.12
Kansas 55,109.80 0.05 1 0.12
Missouri 36,000.00 0.03 1 0.12
</TABLE>
The information contained in the attached tables has been prepared based on
information provided by National Mortgage Corporation and or one or more of its
affiliates. See also Disclaimer on Page 1 of this Preliminary Term Sheet. See
also Disclaimer on Page 1 of this Preliminary Term Sheet.
8
<PAGE> 9
COMPUTATIONAL MATERIALS DISCLAIMER
The attached tables and other statistical analyses (the "Computational
Materials") are privileged and intended for use by the addressee only. These
Computational Materials have been prepared by Greenwich Capital Markets, Inc. in
reliance upon information furnished by National Mortgage Corporation and its
affiliates. These Computational Materials are furnished to you solely by
Greenwich Capital Markets, Inc. and not by National Mortgage Corporation . They
may not be provided to any third party other than the addressee's legal, tax,
financial and/or accounting advisors for the purposes of evaluating said
material.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be reflected therein. As such, no assurance can be given as to
the Computational Materials' accuracy, appropriateness or completeness in any
particular context; nor as to whether the Computational Materials and/or the
assumptions upon which they are based reflect present market conditions or
future market performance. These Computational Materials should not be construed
as either projections or predictions or as legal, tax, financial or accounting
advice.
Any weighted average lives, yields and principal payment periods shown in the
Computational Materials are based on prepayments assumptions. Changes in such
prepayment assumptions may dramatically affect such weighted average lives,
yields and principal payment periods. In addition, it is possible that
prepayments on the underlying assets will occur at rates significantly slower or
faster than the rates shown in the attached Computational Materials.
Furthermore, unless other wise provided, the Computational Materials assume no
losses on the underlying assets and no interest shortfall. The specific
characteristics of the securities may differ from those shown in the
Computational Materials due to differences between the actual underlying assets
and the hypothetical underlying assets used in preparing the Computational
Materials. The principal amount and designation of any security described in the
Computational Materials are subject to change prior to issuance. Neither
Greenwich Capital Markets, Inc. nor any of its affiliates makes any
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.
Although a registration statement (including the Prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not been filed
with Securities and Exchange Commission. This communication shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the securities discussed in this communication in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification of such securities under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus supplement relating
to the securities discussed in this communication for definitive Computational
Materials and any matter discussed in this communication. Once available, a
final prospectus and prospectus supplement may be obtained by contacting the
Greenwich Capital Markets Trading Desk at (203) 625-6160.
Please be advised that the securities described herein may not be appropriate
for all investors. Potential investors must be willing to assume, among other
things, market price volatility, prepayment, yield curve and interest rate
risks. Investors should make every effort to consider the risks of these
securities.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
9
<PAGE> 10
FUND AMERICA INVESTORS TRUST COLLATERALIZED MORTGAGE OBLIGATIONS SERIES 1997
NMC 1 CLASS A-1
PRICE-DM SENSITIVITY REPORT
Settlement 10/01/97
Next Payment 10/25/97
Class Balance $120,000,000
Dated Date 09/30/97
Pass-Thru Margin 0.21%
Accrued Days 1
Cleanup Call Yes
Pricing Speed 25% of CPR
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
FLAT PRICE 0% CPR 10% CPR 20% CPR 25% CPR 30% CPR 40% CPR 50% CPR
===============================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
100.00 0.210% 0.210% 0.210% 0.210% 0.210% 0.210% 0.210%
===============================================================================================================
WAL (YR) 21.54 7.46 3.77 2.97 2.41 1.69 1.24
FIRST PRIN PAY 10/25/97 10/25/97 10/25/97 10/25/97 10/25/97 10/25/97 10/25/97
LAST PRIN PAY 10/25/2026 10/25/2016 09/25/2007 08/25/2005 02/25/2004 03/25/2002 01/25/2001
MDUR (YR) 11.28 5.23 3.07 2.50 2.08 1.51 1.14
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
"Full Price" = "Flat Price" + Accrued Interest.
Duration and related sensitivities are calculated at midpoint price/yield.
Maturity and Last Principal Pay Dates may be distorted by the use of
collateral pool WAMs.
Prices, Bond Coupons and Pass-Through Margins are assumed for Computational
Materials
These Computational Materials should be accompanied by a one page disclaimer
which must be read in its entirety by the addressee of this communication. If
such disclaimer is not attached hereto, please contact Greenwich Capital
Markets, Inc.
10
<PAGE> 11
FUND AMERICA INVESTORS TRUST COLLATERALIZED MORTGAGE OBLIGATIONS SERIES 1997
NMC 1 CLASS A-1
PRICE-DM SENSITIVITY REPORT
Settlement 10/01/97
Next Payment 10/25/97
Class Balance $120,000,000
Dated Date 09/30/97
Pass-Thru Margin 0.21%
Accrued Days 1
Cleanup Call No
Pricing Speed 25% % CPR
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
FLAT PRICE 0% CPR 10% CPR 20% CPR 25% CPR 30% CPR 40% CPR 50% CPR
===============================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
100.00 0.210% 0.214% 0.219% 0.220% 0.221% 0.223% 0.224%
===============================================================================================================
WAL (YR) 21.58 7.84 4.08 3.21 2.61 1.83 1.35
FIRST PRIN PAY 10/25/97 10/25/97 10/25/97 10/25/97 10/25/97 10/25/97 10/25/97
LAST PRIN PAY 08/25/2027 04/25/2026 01/25/2018 01/25/2014 02/25/2011 03/25/2007 10/25/2004
MDUR (YR) 11.29 5.33 3.22 2.63 2.21 1.61 1.22
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
"Full Price" = "Flat Price" + Accrued Interest.
Duration and related sensitivities are calculated at midpoint price/yield.
Maturity and Last Principal Pay Dates may be distorted by the use of
collateral pool WAMs.
Prices, Bond Coupons and Pass-Through Margins are assumed for Computational
Materials
These Computational Materials should be accompanied by a one page disclaimer
which must be read in its entirety by the addressee of this communication. If
such disclaimer is not attached hereto, please contact Greenwich Capital
Markets, Inc.
11
<PAGE> 12
GREENWICH CAPITAL MARKETS, INC.
FUND AMERICA INVESTORS TRUST 1997-NMC1
<TABLE>
<CAPTION>
# OF PCT CURRENT PCT GROSS GROSS LIFE
PRODUCT LOANS (#) BALANCE ($) COUPON MARGIN CAP
<S> <C> <C> <C> <C> <C> <C>
2/28 6 Mo LIBOR 621 71.88 74,829,227.43 67.46 10.1110 6.0332 16.1547
3/27 6 Mo LIBOR 9 1.04 1,526,949.79 1.38 9.3986 5.6231 15.3986
6 Mo LIBOR 234 27.08 34,569,132.28 31.16 9.4680 5.7771 15.4733
864 100.00 110,925,309.50 100.00 9.9008 5.9477 15.9319
<CAPTION>
SELLER'S RISK # OF PCT CURRENT PCT
GRADE LOANS (#) BALANCE ($)
<S> <C> <C> <C> <C>
A 536 62.04 73,309,903.47 66.09
A- 155 17.94 19,547,684.79 17.62
B 100 11.57 11,119,951.73 10.02
C 47 5.44 4,686,784.80 4.23
D 26 3.01 2,260,984.71 2.04
864 100.00 110,925,309.50 100.00
LOANS OVER $500,000
<CAPTION>
ORIGINAL CURRENT ORIG GROSS GROSS
BALANCE BALANCE LTV COUPON MARGIN
<S> <C> <C> <C> <C> <C>
576,750.00 576,318.47 75.00 10.800 7.000
705,000.00 704,618.90 70.50 9.050 5.500
625,000.00 623,613.69 62.50 7.550 5.950
544,000.00 543,352.72 77.71 10.550 5.750
500,000.00 499,766.70 74.02 9.750 5.850
2,950,750.00 2,947,670.48 71.61 9.4700 5.9939
</TABLE>
The information contained in the attached tables has been prepared based on
information provided by National Mortgage Corporation and or one or more of its
affiliates. See Disclaimer on attached page.
Page 1 of 2
<PAGE> 13
COMPUTATIONAL MATERIALS DISCLAIMER
The attached tables and other statistical analyses (the "Computational
Materials") are privileged and intended for use by the addressee only. These
Computational Materials have been prepared by Greenwich Capital Markets, Inc. in
reliance upon information furnished by National Mortgage Corporation and its
affiliates. These Computational Materials are furnished to you solely by
Greenwich Capital Markets, Inc. and not by National Mortgage Corporation . They
may not be provided to any third party other than the addressee's legal, tax,
financial and/or accounting advisors for the purposes of evaluating said
material.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be reflected therein. As such, no assurance can be given as to
the Computational Materials' accuracy, appropriateness or completeness in any
particular context; nor as to whether the Computational Materials and/or the
assumptions upon which they are based reflect present market conditions or
future market performance. These Computational Materials should not be construed
as either projections or predictions or as legal, tax, financial or accounting
advice.
Any weighted average lives, yields and principal payment periods shown in the
Computational Materials are based on prepayments assumptions. Changes in such
prepayment assumptions may dramatically affect such weighted average lives,
yields and principal payment periods. In addition, it is possible that
prepayments on the underlying assets will occur at rates significantly slower or
faster than the rates shown in the attached Computational Materials.
Furthermore, unless other wise provided, the Computational Materials assume no
losses on the underlying assets and no interest shortfall. The specific
characteristics of the securities may differ from those shown in the
Computational Materials due to differences between the actual underlying assets
and the hypothetical underlying assets used in preparing the Computational
Materials. The principal amount and designation of any security described in the
Computational Materials are subject to change prior to issuance. Neither
Greenwich Capital Markets, Inc. nor any of its affiliates makes any
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.
Although a registration statement (including the Prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not been filed
with Securities and Exchange Commission. This communication shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the securities discussed in this communication in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification of such securities under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus supplement relating
to the securities discussed in this communication for definitive Computational
Materials and any matter discussed in this communication. Once available, a
final prospectus and prospectus supplement may be obtained by contacting the
Greenwich Capital Markets Trading Desk at (203) 625-6160.
Please be advised that the securities described herein may not be appropriate
for all investors. Potential investors must be willing to assume, among other
things, market price volatility, prepayment, yield curve and interest rate
risks. Investors should make every effort to consider the risks of these
securities.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
page 2 of 2
<PAGE> 1
EXHIBIT 99.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement to the
Prospectus, relating to the Fund America Investors Trust 1997-NMC1
Collateralized Mortgage Obligations, Series 1997-NMC1, to Registration Statement
No. 33-73748 of our report dated February 3, 1997, on our audits of the
consolidated financial statements of MBIA Insurance Corporation and Subsidiaries
as of December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996. We also consent to the reference to our firm under the
caption "Report of Experts".
\s\ Coopers & Lybrand L.L.P.
September 17, 1997
New York, New York
