<PAGE>
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 report): March 9, 1999
GREENPOINT CREDIT CORP.
- --------------------------------------------------------------------------------
(exact name of registrant as specified in charter)
DELAWARE
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(state or other jurisdiction of incorporation)
333-59731
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(commission file number)
13-4002891
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(I.R.S. Employer Identification Number)
10089 Willow Creek Road
San Diego, California 92131
(619) 530-9394
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(address and telephone number of registrant's
principal executive offices)
<PAGE>
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
Item 5. OTHER EVENTS
FILING OF OPINION AND CONSENT OF COUNSEL, CONSENT OF ACCOUNTANTS AND
CERTAIN COMPUTATIONAL MATERIALS.*
In connection with the offering of GreenPoint Credit Manufactured
Housing Contract Trust Pass-Through Certificates, Series 1999-2 (the "Publicly
Offered Certificates"), Orrick, Herrington & Sutcliffe LLP ("Orrick") will
deliver its opinion relating to certain tax matters and which contains Orrick's
consent to use of their name in the Prospectus Supplement, dated March 10, 1999
(the "Prospectus Supplement," and together with the related Prospectus, dated
November 17, 1998, the "Prospectus"), of the Registrant relating to the Publicly
Offered Certificates and filed pursuant to Rule 424(b). The opinion of Orrick
is attached hereto as Exhibit 8.1.
PricewaterhouseCoopers LLP has consented to the use of their name in
the "Experts" section of the Prospectus Supplement. The consent of
PricewaterhouseCoopers LLP is attached hereto as Exhibit 23.1.
Salomon Smith Barney Inc., as the underwriter of the Publicly Offered
Certificates, has prepared certain materials (the "External Computational
Materials") for distribution to potential investors in the offering of the
Publicly Offered Certificates. For purposes of this Form 8-K, External
Computational Materials shall mean computer generated materials of charts
displaying, with respect to the Publicly Offered Certificates, any of the
following: yield, average life, duration, expected maturity, interest rate
sensitivity, loss sensitivity, cash flow characteristics, background information
regarding the loans, the proposed structure, decrement tables, or similar
information (tabular or otherwise) of a statistical mathematical, tabular or
computational nature. Certain of the External Computational Materials prepared
by Salomon Smith Barney Inc. are attached hereto as Exhibit 99.1.
*Terms used herein without definition shall have the meanings assigned to them
in the Prospectus.
<PAGE>
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit Numbers:
The following are filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
8.1. Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax
matters.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 External Computational Materials prepared by Salomon Smith Barney
Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
GREENPOINT CREDIT CORP.
By: /s/ Charles O. Ryan
---------------------------
Name: Charles O. Ryan
Title: Senior Vice President
Dated: March 9, 1999
San Diego, California
<PAGE>
EXHIBIT INDEX
Exhibit Numbers
- ---------------
8.1. Opinion of Orrick, Herrington & Sutcliffe LLP with respect to tax
matters.
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 External Computational Materials prepared by Salomon Smith Barney
Inc.
<PAGE>
Exhibit 8.1
March 11, 1999
GreenPoint Credit Corp.
10089 Willow Creek Road
San Diego, California 92131
Re: GreenPoint Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-2
Ladies and Gentlemen:
We are serving as special tax counsel to GreenPoint Credit Corp. (the
"Registrant") in connection with the sale by the Registrant of the GreenPoint
Manufactured Housing Contract Trust Pass-Through Certificates, Series 1999-2
Class A-1 Certificates, Class A-2 Certificates and Class R Certificates
(collectively, the "Certificates"). For purposes of this opinion, capitalized
terms used but not defined herein have the meanings ascribed to them in the
Agreement (as defined below).
The Certificates will be issued on the Closing Date pursuant to a Pooling
and Servicing Agreement dated as of March 1, 1999 (the "Agreement") between
GreenPoint Credit Corp., as Seller and Servicer and The First National Bank of
Chicago, as Trustee. The Certificates will represent undivided interests in a
trust fund (the "Trust Fund") consisting primarily of a pool of manufactured
housing installment sale contracts and installment loan agreements
(collectively, the "Contracts") which the Registrant will convey to the Trustee,
as trustee for the Trust Fund, on the Closing Date pursuant to the Agreement.
In connection with this opinion, we have examined and relied upon the
following documents:
1. the Agreement;
2. the registration statement on Form S-3 (No. 333-59731) filed by the
Registrant, relating to the Publicly Offered Certificates (the "Registration
Statement") as filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"); and
3. the preliminary base Prospectus and the preliminary Prospectus
Supplement, in each case relating to the Publicly Offered Certificates (such
Prospectus and Prospectus Supplement being hereinafter collectively referred to
as the "Prospectus").
<PAGE>
GreenPoint Credit Corp.
March 11, 1999
Page 2
In such examination, we have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies. In making our examination
of documents executed by entities other than the Registrant, we have assumed
that each other entity has the power and authority to execute and deliver, and
to perform and observe the provisions of such documents, and the due
authorization by each such entity of all requisite action and the due execution
and delivery of such documents by each such entity. To the extent we have
deemed necessary and proper, we have relied upon the representations and
warranties as to facts relating to the Registrant, the Contracts, and other
matters contained in the Agreement.
The opinions expressed herein are based upon current statutes, rules,
regulations, cases and official interpretive opinions, and cover certain items
that are not directly or definitively addressed by such authorities.
Based upon and subject to the foregoing, we are of the opinion that:
1. The statements contained in the Prospectus under the heading "Federal
Income Tax Consequences," to the extent they constitute matters of law or legal
conclusions with respect thereto, are correct in all material respects, under
the assumptions stated therein and under applicable law as in effect on the date
of the Prospectus Supplement.
2. Assuming (i) the making of a valid election and (ii) compliance with
the Agreement, (a) the Trust Fund will be classified for federal income tax
purposes as a "real estate mortgage investment conduit" ("REMIC") within the
meaning of Section 860D of the Internal Revenue Code of 1986 (the "Code"), (b)
the Publicly Offered Certificates will be treated collectively as the "regular
interests" in such REMIC for federal income tax purposes and will be treated as
debt instruments for purposes of chapter 1 of the Code (generally relating to
the calculation of a Certificateholder's federal income tax liability) (c) the
Class R Certificate will be treated as the single class of "residual interest"
in such REMIC for federal income tax purposes, and (d) the REMIC represented by
the Trust Fund will not be subject to federal income tax as a separate entity
except for (i) the tax on "prohibited transactions" imposed by section 860F of
the Code, (ii) the tax on "contributions after startup date" imposed by section
860G(d) of the Code and (iii) the tax on "income from foreclosure property"
imposed by section 860G(c) of the Code.
<PAGE>
GreenPoint Credit Corp.
March 11, 1999
Page 3
We express no opinion herein except as to the matters set forth above.
This opinion is furnished to you solely for use in connection with the issuance
and sale of the Certificates. We hereby consent to the filing of this letter as
an exhibit to a Current Report on Form 8-K filed by you in connection with the
Trust Fund. In giving such consent, we do not admit and we hereby disclaim that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder, nor do we admit that we are experts with respect to any
part of the Registration Statement within the meaning of the term "experts" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
<PAGE>
Exhibit 23.1
[PricewaterhouseCoopers LLP Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
GreenPoint Credit Corp. relating to Manufactured Housing Contract Trust Pass-
Through Certificates, Series 1999-2, of our report dated February 3, 1998, on
our audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1997 and 1996 and for each of
the three years in the period ended December 31, 1997. We also consent to the
reference to our firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
March 10, 1999
<PAGE>
EXHIBIT 99.1
$189,637,000
(Approximate)
GreenPoint Credit
Manufactured Housing Contract Trust
Pass-Through Certificates, Series 1999-2
GreenPoint Credit Corp.
Servicer and Seller
MBIA Guaranty
$89,637,000 Floating Rate Class A-1 Certificates
$100,000,000 Auction Rate Class A-2 Certificates
Computational Materials
Neither the Issuer nor any of its affiliates make any representations as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable Prospectus Supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein addresses only certain aspects of the
applicable certificates' characteristics and thus does not provide a complete
assessment of the certificates. As such, the information may not reflect the
impact of all structural characteristics of the certificates. The assumptions
underlying the information, including structure and collateral, may be modified
from time to time to reflect changed circumstances. The attached term sheet is
not intended to be a Prospectus and any investment decision with respect to the
certificates should be made by you based solely upon all of the information
contained in the final Prospectus and Prospectus Supplement. Under no
circumstances shall the information presented constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the certificates
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. The certificates may not be sold nor may an offer to buy be
accepted prior to the delivery of a final Prospectus and Prospectus Supplement
relating to the certificates. All information described herein is preliminary,
limited in nature and subject to completion or amendment. No representation is
made that the above referenced certificates will actually perform as described
in any scenario presented. Neither the Issuer nor the Servicer has prepared,
reviewed or participated in the preparation hereof, is not responsible for the
accuracy hereof and has not authorized its dissemination. A final Prospectus
and Prospectus Supplement may be obtained by contacting Salomon Smith Barney's
Syndicate Desk at (212) 723-6171.
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Class A Certificates: $89,637,000 Class A-1 Certificates, Variable Rate (Senior Sequential)
$100,000,000 Class A-2 Certificates, Auction Rate (Senior Sequential)
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Securities: GreenPoint Credit Manufactured Housing Contract Trust Pass-Through Certificates,
Series 1999-2 (together, the "Certificates").
Description of Transaction: This MBIA-wrapped transaction has one class of floating rate certificates (Class A-1) and one class
of auction rate certificates (Class A-2) and is supported by a contract pool which consists of
actuarial manufactured housing installment sales contracts, installment loan agreements and certain
other assets.
Contract Pool: The contract pool consists of approximately 4,279 contracts with an aggregate scheduled principal
balance as of February 28, 1999 of approximately $189,637,433. $3,309,392.29 of the contracts
included in the contract pool were purchased in bulk from Bank of America, FSB on September 30,
1998. $22,939,689.22 were partially funded by Bank of America, FSB prior to September 30, 1998,
purchased on September 30, 1998 from Bank of America, FSB and were subsequently fully funded by
GreenPoint Credit Corp.
Trustee: The First National Bank of Chicago.
Auction Agent: Bankers Trust Company.
Broker-Dealer: Salomon Smith Barney.
Seller and Servicer: GreenPoint Credit Corp.
Cut-Off Date: End of business on February 28, 1999.
Pricing Date(1): Class A-1: March [9/10], 1999. Class A-2: March [17], 1999.
Closing Date(1): March [18], 1999.
Form of Certificates: Book entry form, same day funds (through DTC, Euroclear and Cedelbank).
Prepayment Pricing Speed: 250% MHP.
Optional Redemption: 10% clean-up call.
Step-Up Payment Date: Payment Date following the calendar month in which a 10% clean-up call is exercised.
Payment Date - Class A-1: The 15th day of each month or, if such day is not a business day, the next
succeeding business day, beginning on April 15, 1999.
Payment Date - Class A-2: The 18th day of each month or, if such day is not a business day, the next
succeeding business day, beginning on April 19, 1999.
Servicing Fee: 100 basis points per annum.
</TABLE>
- --------------------------------
(1) Subject to change.
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
1
<PAGE>
<TABLE>
<S> <C>
Interest Accrual Period: With respect to each distribution date, the Class A-1 Certificates and the Class A-2 Certificates
will accrue interest at a rate equal to the product of (i) the actual number of days during the
interest period divided by 360 and (ii) the applicable pass-through rate on the principal balance
thereof immediately prior to such distribution date. The interest period for the certificates is
the period from the applicable preceding distribution date (or from the closing date with respect
to the first distribution date) through the day prior to the distribution date.
Pass-Through Rates: The Class A-1 Pass-Through Rate will be adjusted each month, based on changes in the London
Interbank Offered Rate for one-month U.S. dollar deposits. The Class A-2 Pass-Through Rate will be
adjusted each month as specified by the auction procedures as described in Annex II and III in the
prospectus supplement.
Principal Distribution: On each distribution date, principal received on the contracts will be distributed to the Class A-1
Certificates until the outstanding principal balance thereof has been reduced to zero. Thereafter,
principal received on the contracts will be distributed to the Class A-2 Certificates until the
outstanding principal balance thereof has been reduced to zero.
Certificate Ratings: AAA by Standard & Poor's; Aaa by Moody's.
Certificate Insurer: MBIA Insurance Corporation ("MBIA"). MBIA's claims-paying ability is rated AAA/Aaa by Standard and
Poor's and Moody's. Timely interest and principal payments on the Certificates will be guaranteed
by MBIA.
ERISA Considerations: Subject to certain considerations discussed in the prospectus supplement, the Class
A-1 and Class A-2 Certificates are ERISA eligible.
Taxation: REMIC for federal income tax purposes.
Legal Investment: The Certificates will be SMMEA eligible.
Prospectus: The Certificates are being offered pursuant to a Prospectus supplemented by a Prospectus Supplement
(together, the "Prospectus"). Complete information with respect to the Certificates and the
collateral securing them is contained in the Prospectus. The information herein is qualified in its
entirety by the information appearing in the Prospectus. To the extent that anything herein is
inconsistent with the Prospectus, the Prospectus shall govern in all respects. Sales of the
Certificates may not be consummated unless the purchaser has received the Prospectus.
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
2
<PAGE>
Distributions of Principal and Interest
Amounts distributable to holders of the Certificates shall be allocated on each
Payment Date in the following order of priority:
1. to pay interest on the Class A-1 and Class A-2 Certificates;
2. to pay principal of the Class A-1 Certificates until the Class A-1 Principal
Balance is reduced to zero; then to pay principal of the Class A-2
Certificates until the Class A-2 Principal Balance is reduced to zero;
3. to make deposits, if required, to the Special Account as established under
and required by the Insurance Agreement;
4. to pay any applicable Net Funds Cap Carryover Amounts to the Class A-1
Certificateholders and the Class A-2 Certificateholders pro rata on the basis
of the Class A-1 Net Funds Cap Carryover Amount and Class A-2 Net Funds Cap
Carryover Amount, respectively; and,
5. to pay any remaining available funds to the holder of the Class R
Certificate.
The Contract Pool
The information herein regarding the collateral represents the Contract Pool as
of the Cut-off Date. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Characteristics of GreenPoint Manufactured Housing Collateral
<TABLE>
<CAPTION>
GPC 99-2
- ------------------------------------- -----------------------------
<S> <C>
Principal Amount ($MM) $189,637,432.62
Number of Loans 4,279
Average Loan Balance $44,318
Wtd. Avg. Rem. Term 323 months
Seasoning 3.92 months
Wtd. Avg. APR 8.643%
Wtd. Avg. LTV 88.75%
Percent LTV>90% (by $) 29.79%
% New Contracts (by $) 84.52%
Top 5 States 8.76% TX
8.71% SC
7.95% NC
5.44% MI
5.25% KY
Wtd. Avg. Periodic Cap 2.00%
Wtd. Avg. Lifetime Cap 13.643%
Index 1-year CMT
Margin 4.62%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
3
<PAGE>
The Contract Pool
The information herein regarding the collateral represents the Contract Pool as
of the Cut-off Date. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Geographical Distribution of Manufactured Homes
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Alabama 140 $5,710,444.98 3.01%
Arizona 157 8,225,322.00 4.34
Arkansas 53 1,831,797.17 0.97
California 25 1,162,331.00 0.61
Colorado 34 1,922,005.92 1.01
Delaware 7 439,388.88 0.23
Florida 96 4,582,115.71 2.42
Georgia 172 8,249,712.60 4.35
Idaho 19 1,138,062.38 0.60
Illinois 160 6,146,980.90 3.24
Indiana 190 9,377,957.10 4.95
Iowa 111 4,429,333.68 2.34
Kansas 84 3,214,457.50 1.70
Kentucky 218 9,955,276.36 5.25
Louisiana 76 2,835,826.46 1.50
Maine 5 194,689.22 0.10
Maryland 22 1,044,704.90 0.55
Michigan 213 10,325,289.91 5.44
Minnesota 103 4,734,263.67 2.50
Mississippi 101 3,813,868.05 2.01
Missouri 210 8,139,319.44 4.29
Montana 19 1,110,547.02 0.59
Nebraska 16 952,748.79 0.50
Nevada 12 904,041.99 0.48
New Hampshire 1 95,613.94 0.05
New Jersey 2 159,389.93 0.08
New Mexico 34 1,355,216.99 0.71
New York 5 207,418.55 0.11
North Carolina 344 15,083,794.38 7.95
North Dakota 27 1,296,010.82 0.68
Ohio 74 2,938,019.85 1.55
Oklahoma 43 1,744,442.68 0.92
Oregon 176 7,956,819.79 4.20
Pennsylvania 51 2,624,468.04 1.38
South Carolina 370 16,524,347.30 8.71
South Dakota 74 3,304,269.04 1.74
Tennessee 162 6,593,955.51 3.48
Texas 417 16,607,895.49 8.76
Utah 3 131,918.17 0.07
Vermont 7 400,693.99 0.21
Virginia 45 2,364,650.03 1.25
Washington 41 1,938,226.48 1.02
West Virginia 27 988,521.46 0.52
Wisconsin 118 6,113,207.06 3.22
Wyoming 15 768,067.49 0.41
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Total 4,279 $189,637,432.62 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
4
<PAGE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
5
<PAGE>
The Contract Pool
The information herein regarding the collateral represents the Contract Pool as
of the Cut-off Date. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Distribution of Original Principal Balances
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5,004 - 7,500 13 $ 76,029.40 0.04%
7,501 - 10,000 16 133,142.87 0.07
10,001 - 12,500 35 392,001.30 0.21
12,501 - 15,000 53 714,171.28 0.38
15,001 - 17,500 86 1,374,966.00 0.73
17,501 - 20,000 85 1,565,439.04 0.83
20,001 - 22,500 118 2,486,741.28 1.31
22,501 - 25,000 179 4,219,120.31 2.22
25,001 - 27,500 217 5,690,724.73 3.00
27,501 - 30,000 247 7,084,390.56 3.74
30,001 - 32,500 224 6,962,436.54 3.67
32,501 - 35,000 267 8,977,148.10 4.73
35,001 - 40,000 558 20,806,216.06 0.97
40,001 - 45,000 420 17,816,768.91 9.40
45,001 - 50,000 366 17,281,209.38 9.11
50,001 - 55,000 295 15,403,298.83 8.12
55,001 - 60,000 274 15,620,249.04 8.24
60,001 - 65,000 209 12,983,267.12 6.85
65,001 - 70,000 150 10,115,528.77 5.33
70,001 - 75,000 100 7,242,076.16 3.82
75,001 - 80,000 110 8,509,328.83 4.49
80,001 - 85,000 62 5,088,867.10 2.68
85,001 - 174,394 195 19,094,311.01 10.07
- ---------------------------------------------------------------------------------------------------------------
Total 4,279 $189,637,432.62 100.00%
</TABLE>
Distribution of Original Loan-to-Value Ratios
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
21 - 50 31 $ 854,402.07 0.45%
51 - 60 32 1,027,250.14 0.54
61 - 70 66 2,566,154.64 1.35
71 - 80 404 17,348,471.81 9.15
81 - 85 373 17,542,779.81 9.25
86 - 90 2,127 93,799,912.45 49.46
91 - 95 1,246 56,498,461.70 29.79
- -------------------------------------------------------------------------------------------------------
Total 4,279 $189,637,432.62 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
6
<PAGE>
The Contract Pool
The information herein regarding the collateral represents the Contract Pool as
of the Cut-off Date. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Distribution of Contract Rates
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5.75 - 5.99 32 $ 2,315,605.29 1.22%
6.00 - 6.24 63 4,999,472.51 2.64
6.25 - 6.49 15 972,050.48 0.51
6.50 - 6.74 6 503,226.08 0.27
6.75 - 6.99 122 8,628,992.96 4.55
7.00 - 7.24 223 16,823,721.84 8.87
7.25 - 7.49 114 6,351,389.21 3.35
7.50 - 7.74 70 3,923,973.63 2.07
7.75 - 7.99 122 6,060,151.23 3.20
8.00 - 8.24 253 14,514,305.80 7.65
8.25 - 8.49 319 15,754,477.53 8.31
8.50 - 8.74 281 12,926,241.38 6.82
8.75 - 8.99 263 11,840,771.38 6.24
9.00 - 9.24 409 17,444,427.86 9.20
9.25 - 9.49 278 10,134,915.04 5.34
9.50 - 9.74 294 12,527,655.71 6.61
9.75 - 9.99 351 11,920,330.08 6.29
10.00 - 10.24 120 4,113,749.69 2.17
10.25 - 10.49 314 11,293,805.32 5.96
10.50 - 10.74 97 2,490,347.60 1.31
10.75 - 10.99 116 3,573,256.69 1.88
11.00 - 11.24 129 3,625,572.48 1.91
11.25 - 11.49 70 1,630,323.91 0.86
11.50 - 11.74 64 1,910,613.16 1.01
11.75 - 11.99 67 1,386,211.33 0.73
12.00 - 12.24 27 679,329.54 0.36
12.25 - 12.49 6 149,157.06 0.08
12.50 - 12.74 36 783,124.57 0.41
12.75 - 12.99 6 124,561.55 0.07
13.00 - 13.24 11 214,394.72 0.11
13.50 - 13.50 1 21,276.99 0.01
- -----------------------------------------------------------------------------------------------------------
Total 4,279 $189,637,432.62 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
7
<PAGE>
The Contract Pool
The information herein regarding the collateral represents the Contract Pool as
of the Cut-off Date. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Distribution of Remaining Months to Maturity
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 - 30 3 $ 13,145.74 0.01%
31 - 60 15 134,623.66 0.07
61 - 90 24 306,336.37 0.16
91 - 120 68 1,227,911.58 0.65
121 - 150 23 490,269.35 0.26
151 - 180 319 6,963,313.36 3.67
181 - 210 4 116,257.56 0.06
211 - 240 852 28,252,297.05 14.90
241 - 270 2 144,262.67 0.08
271 - 300 465 19,620,816.24 10.35
301 - 360 2,504 132,368,199.04 69.80
- ------------------------------------------------------------------------------------------------------------
Total 4,279 $189,637,432.62 100.00%
</TABLE>
Distribution of Maximum Cap
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10.75 - 11.00 95 $7,315,077.80 3.86%
11.01 - 11.50 20 1,339,965.69 0.71
11.51 - 12.00 346 25,541,887.35 13.47
12.01 - 12.50 186 10,480,419.49 5.53
12.51 - 13.00 374 20,530,451.90 10.83
13.01 - 13.50 597 28,478,375.58 15.02
13.51 - 14.00 674 29,372,629.37 15.49
14.01 - 14.50 572 22,662,570.75 11.95
14.51 - 15.00 471 16,034,079.77 8.46
15.01 - 15.50 411 13,784,152.92 7.27
15.51 - 16.00 245 7,198,829.17 3.80
16.01 - 16.50 134 3,540,937.07 1.87
16.51 - 17.00 94 2,065,540.87 1.09
17.01 - 17.50 42 932,281.63 0.49
17.51 - 18.00 17 338,956.27 0.18
18.01 - 18.50 1 21,276.99 0.01
- -----------------------------------------------------------------------------------------------------------
Total 4,279 $189,637,432.62 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
8
<PAGE>
The Contract Pool
The information herein regarding the collateral represents the Contract Pool as
of the Cut-off Date. The information herein will be superseded by the
information regarding the collateral set forth in the Prospectus.
Distribution of Gross Margins
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1.75 - 2.00 95 $ 7,315,077.80 3.86%
2.01 - 2.50 23 1,456,414.96 0.77
2.51 - 3.00 344 25,503,089.47 13.45
3.01 - 3.50 185 10,335,631.57 5.45
3.51 - 4.00 388 21,152,845.16 11.15
4.01 - 4.50 597 28,560,090.63 15.06
4.51 - 5.00 686 29,423,478.95 15.52
5.01 - 5.50 616 23,951,070.60 12.63
5.51 - 6.00 478 16,266,447.54 8.58
6.01 - 6.50 408 13,423,633.98 7.08
6.51 - 7.00 249 7,100,894.73 3.74
7.01 - 7.50 128 3,294,490.31 1.74
7.51 - 8.00 34 835,470.64 0.44
8.01 - 9.25 48 1,018,796.28 0.54
- ----------------------------------------------------------------------------------------------------------------------
Total 4,279 $189,637,432.62 100.00%
</TABLE>
Distribution of Next Adjustment Date
<TABLE>
<CAPTION>
Count Scheduled Balance % by Balance
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mar-99 1 $ 66,942.93 0.04%
Apr-99 6 354,832.99 0.19
May-99 8 511,390.28 0.27
Jun-99 38 1,821,260.37 0.96
Jul-99 42 2,774,824.34 1.46
Aug-99 45 3,071,465.82 1.62
Sep-99 76 5,341,088.93 2.82
Oct-99 946 40,147,737.58 21.17
Nov-99 1,252 53,810,689.05 28.38
Dec-99 874 39,306,413.28 20.73
Jan-00 609 26,540,298.59 14.00
Feb-00 199 8,468,765.57 4.47
Jun-01 3 136,404.64 0.07
Jul-01 1 37,202.77 0.02
Aug-01 6 356,466.14 0.19
Sep-01 3 148,162.71 0.08
Oct-01 33 1,198,175.01 0.63
Nov-01 44 1,868,503.44 0.99
Dec-01 53 2,193,920.01 1.16
Jan-02 33 1,234,547.50 0.65
Feb-02 7 248,340.67 0.13
- -----------------------------------------------------------------------------------------------
Total 4,279 $189,637,432.62 100.00%
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
9
<PAGE>
Weighted Average Life Sensitivity Tables
Settlement date: 03/18/99
First Payment Date: Class A-1: 04/15/99 Class A-2: 04/18/99
<TABLE>
<CAPTION>
- --------------------------------
Class A1
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MHP: 0% 150% 200% 250% 300% 350%
WAL: 12.80 2.99 2.34 1.92 1.64 1.43
First Payment (months): 1 1 1 1 1 1
Last Payment (months): 238 76 59 48 41 35
Maturity: Jan-19 Jul-05 Feb-04 Mar-03 Aug-02 Feb-02
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------
Class A2
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MHP: 0% 150% 200% 250% 300% 350%
To 10% Call
- -----------
WAL: 23.71 12.80 10.30 8.49 7.17 6.16
First Payment (months): 238 76 59 48 41 35
Last Payment (months): 312 226 188 157 133 114
Maturity: Mar-25 Jan-18 Nov-14 Apr-12 Apr-10 Sep-08
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------
Class A2
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MHP: 0% 150% 200% 250% 300% 350%
To Maturity
- -----------
WAL: 23.83 13.48 11.09 9.29 7.91 6.85
First Payment (months): 238 76 59 48 41 35
Last Payment (months): 332 332 332 332 332 332
Maturity: Nov-26 Nov-26 Nov-26 Nov-26 Nov-26 Nov-26
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
This page must be accompanied by the disclaimer included on the cover of these
materials. If you did not receive such a disclaimer please contact your Salomon
Smith Barney Financial Advisor immediately.
10
