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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 15, 1999
First Alliance Mortgage Company
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(Exact name of registrant as specified in its charter)
California 333-44585-08 95-2944875
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
92614-6203
17305 Von Karman Avenue ----------------------
Irvine, California (Zip Code)
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (949) 224-8500
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No Change
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(Former name or former address, if changed since last report)
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<PAGE>
Item 5. Other Events.
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In connection with the offering of First Alliance Mortgage Company
Mortgage Loan Asset Backed Certificates, Series 1999-3, described in a
Prospectus Supplement to be dated as of September 1999, certain "Computational
Materials" within the meaning of the May 20, 1994 Kidder, Peabody No-Action
Letter and the February 17, 1995 Public Securities Association No-Action Letter
were furnished to certain prospective investors (the "Related Computational
Materials").
The Related Computational Materials furnished to certain prospective
investors by the Underwriter, Lehman Brothers Inc., are filed herewith as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
99.1 Computational Materials provided by Lehman Brothers Inc. in
connection with sales efforts related to the Registrant's
securities.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: FIRST ALLIANCE MORTGAGE COMPANY,
as Company
By: /s/ Francisco Nebot
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Name: Francisco Nebot
Title: Executive Vice President and Chief
Financial Officer
Dated: September 15, 1999
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<TABLE>
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Terms of the Offering
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Issuer: First Alliance Mortgage Loan Trust 1999-3
Seller and Servicer: First Alliance Mortgage Company
Depositor: First Alliance Mortgage Company
Trustee and Oversight Agent: Norwest Bank Minnesota, National Association
Certificate Insurer: MBIA
(Rated Aaa/AAA/AAA by Moody's, S&P and Fitch)
Underwriter: Lehman Brothers
Offered Securities: Class A-1 and Class A-2 Certificates (the "Certificates")
Retained Securities: Class R Certificates
Expected Settlement Date: September 17, 1999 through DTC, Euroclear and CEDEL
Payment Date: 20th of each month, or the next succeeding Business Date
(First Payment Date: October 20, 1999)
Cut-Off Date: September 1, 1999 (close of business)
Delay Days: 19 days for Class A-1; 0 days for Class A-2
Day Count: 30/360 for Class A-1; Actual/360 for Class A-2
Servicing Fee: 0.50% of the Pool Principal Balance per annum
Optional Clean-up Call Any Payment Date on or after which the Aggregate Pool Principal Balance
declines to 10% or less of the Aggregate Cut-Off Date Pool Principal
Balance
Denomination: $25,000 and multiples of $1,000 in excess thereof
SMMEA Eligibility: The Certificates are not SMMEA eligible
ERISA Eligibility: The Certificates are expected to be ERISA eligible
Tax Status: REMIC election, debt for federal income tax purposes
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</TABLE>
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This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
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Terms of the Offering (cont.)
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Collateral Pool: o Pool Principal Balances are as of the Cut-Off Date
o 840 loans with an aggregate Cut-Off Date Pool Principal Balance
of $91,871,071.62. After the funding period the Aggregate Cut-Off
Date Pool Principal Balance is expected to be approximately
$120,000,000
o Consists of two groups:
Group I consists of $35,239,006.40 of fixed rate conforming balance
mortgage loans secured by first and second lien mortgages on
primarily 1 - 4 family properties. After the funding period the
Group I aggregate Cut-Off Date Pool Principal Balance is expected to
be approximately $40,000,000
Group II consists of $56,632,065.22 of adjustable rate mortgage
loans secured by first lien mortgages on primarily 1 - 4 family
properties. The interest rates on the mortgage loans are based on 6
month LIBOR, consisting of 74.01% 2/28s, 24.08% regular 6-month
LIBOR and 1.91% other initial fixed rate periods. After the funding
period the Group II aggregate Cut-Off Date Pool Principal Balance is
expected to be approximately $80,000,000
Both the fixed rate mortgage loans and the adjustable rate mortgage
loans will accrue interest at a rate calculated on the actuarial
method.
o For collateral statistics please see the "Collateral Summary"
Credit Enhancement: o Two MBIA Insurance Policies
o Overcollateralization: The required amount of overcollateralization
for Group I and Group II is based on certain minimum and maximum
levels of overcollateralization and on the performance of the
mortgage loans, for each respective Loan Group
o Cross-collateralization: Excess interest from one loan group will be
available to fund interest shortfalls, to cover losses and build OC
in the other loan groups
Monthly Advances: The Servicer:
(1) is required to advance interest for delinquent loans up to
liquidation, unless it determines that these advances are not
recoverable
(2) will be reimbursed for these advances from future collections
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</TABLE>
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This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
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Terms of the Offering (cont.)
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Servicer Advances: The Servicer:
(1) pays all out-of-pocket expenses to service these loans
(2) will be reimbursed for these advances from future collections
Compensating Interest: The Servicer:
(1) will be required to remit (to the extent described below) interest
shortfalls due to full prepayments which result in the receipt of
accrued interest which is less than the interest that would have
accrued for the entire month; subject to certain limitations
(2) has no right of reimbursement
This obligation is capped at the aggregate Servicing Fee for the related
period
MBIA:
(1) will supplement these compensating interest payments to the extent
necessary to pay timely interest on the Certificates
Certificate Interest Accrual: o Interest on the Class A-1 Certificates accrues during the calendar
month preceding each Payment Date
o Interest on the Class A-2 Certificates accrues from the last Payment
Date (or from the Closing Date in the case of the first Payment
Date) to, but not including, the current Payment Date
o Accrues on the Class A-1 Certificates on a 30/360 basis and on the
Class A-2 Certificates on an actual/360 basis
o Paid monthly on each Payment Date
o For Class A-1 accrues at a rate equal to 7.59%; for Class A-2
accrues at a rate equal to the lesser of (A) 1 month LIBOR + the
applicable margin, (B) 15% per annum ("Stated Cap") and (C) the
Available Funds Cap. The lesser of (A) and (B), the "Class A-2
Formula Rate"; and the lesser of (A), (B) and (C), the "Class A-2
Pass-Through Rate"
o Any interest due but unpaid on a Class A-2 Certificate from a prior
Payment Date will increase the interest payment due on the next
Payment Date, plus accrued interest
Available Funds Cap: The "Available Funds Cap" for any Payment Date equals the weighted
average of the mortgage rates on the mortgage loans in Group II less the
sum of the following per annum rates: (A) the Servicing Fee Rate (B) the
rate at which the premium due to the Certificate Insurer with respect to
the Class A-2 Certificates accrues, (C) the rate at which the fee due to
the Oversight Agent with respect to the Class A-2 Certificates accrues
and (D) beginning on the thirteenth Payment Date following the
Settlement Date, 0.50%.
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</TABLE>
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This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
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Class A-2 Available Funds Cap Interest accrued on the Class A-2 Certificates at a per annum rate
Carry-Forward Amount equal to the excess of the Class A-2 Pass-Through Rate, plus any
Formula Rate over the Class A-2 interest accrued thereon
Step-up: If the Clean-up Call is not exercised, the annual interest rate on the
Class A-1 Certificates increases to 8.09%, and the margin on the Class
A-2 Certificates increases to twice the initial margin
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</TABLE>
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This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
<PAGE>
<TABLE>
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Terms of the Offering (cont.)
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Certificate Principal: o Class A-1 Certificates are generally paid down with principal
collected on the Group I loans
o Class A-2 Certificates are generally paid down with principal
collected on the Group II loans
o Group I excess interest after making the distributions in (I-1) -
(I-7) below will be applied to pay principal on the Class A-1
Certificates to the extent needed to reach and maintain the Group I
Target OC ("Net Monthly Excess Cashflow")
o Group II excess interest after making the distributions in (II-1) -
(II-7) below will be applied to pay principal on the Class A-2
Certificates to the extent needed to reach and maintain the Group II
Target OC ("Net Monthly Excess Cashflow")
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</TABLE>
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This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
<PAGE>
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Payment Priority: Principal and interest collections (net of the Servicing Fee) and draws on
the Policy for the respective Loan Group (such draws available only to make
payments to Class A Certificateholders, excluding the Class A-2 Available
Funds Cap Carry-Forward Amount) will be allocated as follows:
Group I:
(I-1) Premium to the Certificate Insurer and fee to Oversight Agent, in
each case in respect of Group I
(I-2) Class A-1 Interest to the Class A-1 Certificateholders
(I-3) Class A-1 Principal to the Class A-1 Certificateholders, not
including Net Monthly Excess Cashflow
(I-4) Class A-2 Interest shortfalls to the Class A-2 Certififcateholders
(I-5) Class A-2 Principal shortfalls to the Class A-2 Certificateholders,
not including Net Monthly Excess Cashflow
(I-6) Reimbursement for prior draws on the related policy to the
Certificate Insurer
(I-7) Reimbursement for prior draws on the other policy to the Certificate
Insurer
(I-8) Net Monthly Excess Cashflow to the Class A-1 Certificateholders
(I-9) Shortfalls in Target OC to the Class A-2 Certificateholders
(I-10) Class A-2 Available Funds Cap Carry-Forward Amount
(I-11) Accrued and unpaid Servicing Fee to the Servicer
(I-12) Nonrecoverable advances not previously reimbursed to the Servicer
(I-13) Other amounts owed to Certificate Insurer under Insurance Agreement
(I-14) Other amounts owed to the Oversight Agent
(I-15) Remaining amounts to the holder of the Residual Interest
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</TABLE>
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This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
<PAGE>
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Terms of the Offering (cont.)
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Payment Priority (cont.): Group II:
(II-1) Premium to the Certificate Insurer and fee to the Oversight Agent,
in each case in respect of Group II
(II-2) Class A-2 Interest to the Class A-2 Certificateholders
(II-3) Class A-2 Principal to the Class A-2 Certificateholders, not
including Net Monthly Excess Cashflow
(II-4) Class A-1 Interest shortfalls to the Class A-1 Certififcateholders
(II-5) Class A-1 Principal shortfalls to the Class A-1 Certificateholders,
not including Net Monthly Excess Cashflow
(II-6) Reimbursement for prior draws on the related policy to the
Certificate Insurer
(II-7) Reimbursement for prior draws on the other policy to the Certificate
Insurer
(II-8) Net Monthly Excess Cashflow to the Class A-2 Certificateholders
(II-9) Shortfalls in Target OC to the Class A-1 Certificateholders
(II-10) Class A-2 Available Funds Cap Carry-Forward Amount
(II-11) Accrued and unpaid Servicing Fee to the Servicer
(II-12) Nonrecoverable advances not previously reimbursed to the Servicer
(II-13) Other amounts owed to Certificate Insurer under Insurance Agreement
(II-14) Other amounts owed to the Oversight Agent
(II-15) Remaining amounts to the holder of the Residual Interest
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</TABLE>
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This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
<PAGE>
<TABLE>
<CAPTION>
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Loan Group F Collateral Summary
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Collateral statistics for the fixed rate home equity loans in the Statistic Calculation Pool, as of 7/31/99
<S> <C> <C>
Total Number of Loans 389
Total Outstanding Loan Balance $35,239,006.40
Average Loan Current Balance $90,588.71 $15,185.00 to 353,999.00
WA Coupon 9.18% 7.49% to 14.15%
WA Original Term (mo.) 333 120 to 360
WA Remaining Term (mo.) 332 119 to 360
WA CLTV 60.74% 9.80% to 85.00%
Weighted Average FICO 625 314 to 819
Lien Position (first/second) 98.54%/1.46%
Property Type
Single Family 90.49%
Condo 1.67%
Two-to-Four Family 6.95%
Other 0.88%
Occupancy Status
Owner Occupied 98.18%
Non-Owner Occupied 1.82%
Geographic Distribution
other states account individually for less than CA: 34.95%
5% of pool balance NY: 26.15%
NJ: 6.42%
IL: 6.07%
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</TABLE>
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This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy the securities are made only by , and this
information must be read in conjunction with, the final Prospectus Supplement
and the related Prospectus or, if not registered under the securities laws, the
final Offering Memorandum (the "Offering Document"). Information contained
herein does not purport to be complete and is subject to the same qualifications
and assumptions, and should be considered by investors only in the light of the
same warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by Lehman Brothers
Inc. or any affiliate. The analyses contained herein have been prepared on the
basis of certain assumptions (including, in certain cases, assumptions specified
by the recipient hereof) regarding payments, interest rates, losses and other
matters, including, but not limited to, the assumptions described in the
Offering Document. Lehman Brothers Inc., and any of its affiliates, make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supersedes any prior versions hereof and will be deemed to be
superseded by any subsequent versions (including, with respect to any
description of the securities or underlying assets, the information contained in
the Offering Document).
