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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: August 23, 1999
(Date of earliest event reported)
ONYX ACCEPTANCE FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 333-71045 33-0639768
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
27051 Towne Centre Dr., Suite 200
Foothill Ranch, California 92610
(Address of Principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (949) 465-3500
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Item 5. Other Events.
Reference is hereby made to the Registrant's Registration Statement on
Form S-3 (File No. 333-71045) filed with the Securities and Exchange Commission
(the "Commission") on January 22, 1999, and Amendment No. 1 thereto filed with
the Commission on February 12, 1999 (as amended, the "Registration Statement"),
pursuant to which the Registrant registered $1,500,000,000 aggregate principal
amount of its auto loan backed notes and auto loan backed certificates, issuable
in various series, for sale in accordance with the provisions of the Securities
Act of 1933, as amended. Reference is also hereby made to the Prospectus and the
related Prospectus Supplement (collectively, the "Prospectus"), which will be
filed with the Commission pursuant to Rule 424(b)(5), with respect to the
Registrant's Auto Loan Backed Notes and Auto Loan Backed Certificates, Series
1999-C (the "Offered Securities").
The Registrant is filing this Current Report on Form 8-K to provide
prospective investors with certain materials which constitute "ABS Term Sheets"
as described in the no-action letter dated February 27, 1995 issued by the
Division of Corporation Finance of the Commission to the Public Securities
Association, the filing of which materials is a condition of the relief granted
in such letters (such materials being the "ABS Term Sheets"). The ABS Term
Sheets are set forth in Exhibit 99.3 hereto.
The assumptions used in preparing the ABS Term Sheets were based upon a
preliminary compilation of the underlying collateral and the estimated principal
amount and other features of the Offered Securities. The actual features of the
Offered Securities and a detailed description of the final constituency of the
underlying collateral will be set forth in the Prospectus and in a Current
Report on Form 8-K to be filed with the Commission.
Due to the preliminary nature of the information regarding the
collateral and the structure of the Offered Securities used in preparing the ABS
Term Sheets, no assurance can be given as to either the ABS Term Sheets' or the
underlying assumptions' accuracy, appropriateness or completeness in any
particular context; nor can assurance be given as to whether the ABS Term Sheets
and/or the assumptions upon which they are based reflect present market
conditions or future market performance. These ABS Term Sheets should not be
construed as either projections or predictions or as legal, tax, financial or
accounting advice.
The specific characteristics of the Offered Securities may differ from
those shown in the ABS Term Sheets due to differences between the actual
collateral and the preliminary collateral used in preparing the ABS Term Sheets.
As noted above, the principal amount and designation of any security described
in the ABS Term Sheets are subject to change prior to issuance.
Please be advised that auto loan backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should make every effort to consider the risks of
these securities.
-2-
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Any statement or information contained in the ABS Term Sheets shall be
deemed to be modified or superseded for purposes of the Prospectus and the
Registration Statement by statements or information contained in the Prospectus.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.3 ABS Term Sheet
-3-
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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.
ONYX ACCEPTANCE FINANCIAL CORPORATION
August 23, 1999 By: /s/ DON P. DUFFY
------------------------------------------
Don P. Duffy
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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<C> <S>
99.3 ABS Term Sheet
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EXHIBIT 99.3
ABS Term Sheet
[Begins on Next Page]
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Onyx Acceptance Owner Trust 1999-C
RETAIL AUTO ABS
$400,000,000 ASSET-BACKED SECURITIES
ONYX ACCEPTANCE FINANCIAL CORPORATION
SELLER
ONYX ACCEPTANCE CORPORATION
SERVICER
$62,000,000 Class A-1 [ ]% Asset-Backed Notes
$132,000,000 Class A-2 [ ]% Asset-Backed Notes
$91,000,000 Class A-3 [ ]% Asset-Backed Notes
$91,000,000 Class A-4 [ ]% Asset-Backed Notes
Class I 2.25% Interest Only Asset-Backed Notes
$24,000,000 [ ]% Asset-Backed Certificates
TERM SHEET
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 addresses only certain
aspects of the applicable security's characteristics and thus does not provide a
complete assessment. As such, the information may not reflect the impact of all
structural characteristics of the security. The assumptions underlying the
information, including structure and collateral, may be modified from time to
time to reflect changed circumstances. The attached term sheet is not intended
to be a prospectus and any investment decision with respect to the Notes or
Certificates should be made by you based solely upon all of the information
contained in the final prospectus and final 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 securities 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 securities may not be sold nor may an offer to buy be accepted
prior to the delivery of a final prospectus and final prospectus supplement
relating to the securities. All information described herein is preliminary,
limited in nature and subject to completion or amendment. No representation is
made that the above referenced securities will actually perform as described in
any scenario presented. A final prospectus and final prospectus supplement may
be obtained by contacting the Chase Securities Trading Desk at (212) 834-3720.
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Onyx Acceptance Owner Trust 1999-C
RETAIL AUTO ABS
$400,000,000 ASSET-BACKED SECURITIES
ONYX ACCEPTANCE FINANCIAL CORPORATION
SELLER
ONYX ACCEPTANCE CORPORATION
SERVICER
$62,000,000 Class A-1 [ ]% Asset-Backed Notes
$132,000,000 Class A-2 [ ]% Asset-Backed Notes
$91,000,000 Class A-3 [ ]% Asset-Backed Notes
$91,000,000 Class A-4 [ ]% Asset-Backed Notes
Class I 2.25% Interest Only Asset-Backed Notes
$24,000,000 [ ]% Asset-Backed Certificates
TERM SHEET
The attached information (the "Term Sheet") is privileged and confidential and
is intended for use by the addressee only. The Term Sheet is furnished to you
solely by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")
and not by the issuer of the securities or any of its affiliates. The issuer of
these securities has not prepared or taken part in the preparation of these
materials. Neither Merrill Lynch, the issuer of the securities nor any of its
affiliates makes any representation 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 may not be provided by the addressee to any third party other than the
addressee's legal, tax, financial and/or accounting advisors for the purposes of
evaluating said material.
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 the Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of any 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 under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for
definitive information on any matter discussed in this communication. A final
prospectus
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and prospectus supplement may be obtained by contacting the Merrill Lynch
Trading Desk at (212) 449-3659.
Please be advised that asset-backed securities may not be appropriate for all
investors. Potential investors must be willing to assume, among other things,
market price volatility, prepayments, yield curve and interest rate risk.
Investors should fully consider the risk of an investment in 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.
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Onyx Acceptance Owner Trust 1999-C
RETAIL AUTO ABS
$400,000,000 ASSET-BACKED SECURITIES
ONYX ACCEPTANCE FINANCIAL CORPORATION
SELLER
ONYX ACCEPTANCE CORPORATION
SERVICER
$62,000,000 Class A-1 [ ]% Asset-Backed Notes
$132,000,000 Class A-2 [ ]% Asset-Backed Notes
$91,000,000 Class A-3 [ ]% Asset-Backed Notes
$91,000,000 Class A-4 [ ]% Asset-Backed Notes
Class I 2.25% Interest Only Asset-Backed Notes
$24,000,000 [ ]% Asset-Backed Certificates
TERM SHEET
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 addresses only certain
aspects of the applicable security's characteristics and thus does not provide a
complete assessment. As such, the information may not reflect the impact of all
structural characteristics of the security. The assumptions underlying the
information, including structure and collateral, may be modified from time to
time to reflect changed circumstances. The attached term sheet is not intended
to be a prospectus and any investment decision with respect to the Notes or
Certificates should be made by you based solely upon all of the information
contained in the final prospectus and final 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 securities 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 securities may not be sold nor may an offer to buy be accepted
prior to the delivery of a final prospectus and final prospectus supplement
relating to the securities. All information described herein is preliminary,
limited in nature and subject to completion or amendment. No representation is
made that the above referenced securities will actually perform as described in
any scenario presented. A final prospectus and final prospectus supplement may
be obtained by contacting the Salomon Smith Barney Syndicate Desk at (212)
723-6171.
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ONYX ACCEPTANCE OWNER TRUST 1999-C
Subject to Revision
TERM SHEET DATED AUGUST 23, 1999
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ISSUER....................................... Onyx Acceptance Owner Trust 1999-C, a Delaware business trust (the
"TRUST"). The Trust will be established by a trust agreement among
the Seller, the Owner Trustee and the Trust Agent. The trust
agreement is referred to herein as the "TRUST AGREEMENT".
SELLER....................................... Onyx Acceptance Financial Corporation, a wholly-owned, limited
purpose subsidiary of Onyx Acceptance Corporation.
SERVICER..................................... Onyx Acceptance Corporation ("ONYX").
INDENTURE TRUSTEE............................ The Chase Manhattan Bank, as trustee under the Indenture.
OWNER TRUSTEE................................ Bankers Trust (Delaware), as trustee under the Trust Agreement.
TRUST AGENT.................................. The Chase Manhattan Bank, as agent of the Owner Trustee under the
Trust Agreement.
INSURER...................................... MBIA Insurance Corporation, as Insurer under the Insurance
Agreement ("MBIA").
CLOSING DATE................................. On or about August 31, 1999.
THE NOTES.................................... The Trust will issue Auto Loan Backed Notes (the "NOTES") pursuant
to an indenture to be dated as of August 1, 1999 (the "INDENTURE")
between the Issuer and the Indenture Trustee. The Notes will
include the Class A-1 Auto Loan Backed Notes in the aggregate
principal amount of $62,000,000, the Class A-2 Auto Loan Backed
Notes in the aggregate principal amount of $132,000,000, the Class
A-3 Auto Loan Backed Notes in the aggregate principal amount of
$91,000,000, the Class A-4 Auto Loan Backed Notes in the aggregate
principal amount of $91,000,000 (together with the Class A-1,
Class A-2 and Class A-3 Auto Loan Backed Notes, the "CLASS A
NOTES") and the Class I Interest Only Auto Loan Backed Notes (the
"CLASS I NOTES"). The Notes will be non-recourse obligations of
the Trust and will be secured by certain assets of the Trust
pursuant to the Indenture.
THE CERTIFICATES............................. The Trust will issue Auto Loan Backed Certificates (the
"CERTIFICATES" and, together with the Notes, the "SECURITIES"), in
the aggregate principal amount of $24,000,000. The Certificates
will represent undivided beneficial ownership interests in the
Trust and will be issued pursuant to the Trust Agreement.
THE RESIDUAL INTERESTS....................... The Trust will issue certificates representing the Residual
Interests in the Trust. The Residual Interests are not offered
for sale.
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TRUST PROPERTY............................... The Trust's assets will include:
o a pool of fixed rate motor vehicle retail installment sales
contracts and installment loan agreements (the "CONTRACTS"),
each of which was purchased from the Seller and each of which
is secured by a new or used automobile, light-duty truck or
van;
o certain documents relating to the Contracts;
o certain monies received with respect to the Contracts on or
after the Cut-Off Date for such Contracts;
o security interests in the financed vehicles and the rights to
receive proceeds from claims on certain insurance policies
covering the financed vehicles or the individual obligors under
each related Contract;
o all amounts on deposit in certain specified accounts (excluding
any investment income credited to the Collection Account, which
will be paid to the Servicer);
o the right of the Seller to cause Onyx to repurchase certain
Contracts under specified circumstances; and
o all proceeds of the foregoing.
Pursuant to the Indenture, the Trust will grant a security
interest in the Trust Property (excluding the Certificate
Distribution Account) in favor of the Indenture Trustee, on behalf
of the Noteholders, and for the benefit of MBIA in support of the
obligations owing to MBIA under the Insurance Agreement.
CONTRACTS.................................... The Trust's main source of funds for making payments on the
Securities will be collections on the Contracts. The Trust will
acquire certain Contracts with a total principal balance of
$321,687,160.67 as of August 1, 1999. Such Contracts are referred
to herein as the "INITIAL CONTRACTS" and August 1, 1999 is
referred to as the "INITIAL CUT-OFF DATE". The total principal
balance of the Initial Contracts as of the Initial Cut-Off Date is
referred to as the "INITIAL CUT-OFF POOL Balance".
The Trust will acquire certain additional Contracts that have been
or will be originated or purchased after the Initial Cut-Off Date
but on or before August 24, 1999. Such Contracts are referred to
herein as the "SUBSEQUENT CONTRACTS" and August 24, 1999 is
referred to as the "FINAL CUT-OFF DATE". The total principal
balance of the Initial Contracts as of the Initial Cut-Off Date
and the Subsequent Contracts as of the Final Cut-Off Date, which
will be approximately $400,000,000, is referred to as the
"ORIGINAL POOL BALANCE".
The Trust will acquire the Contracts from the Seller pursuant to a
Sale and Servicing Agreement dated as of August 1, 1999 (the "SALE
AND SERVICING AGREEMENT").
The term "CUT-OFF DATE" as used herein refers to the Initial
Cut-Off Date for the Initial Contracts and the Final Cut-Off Date
for the Subsequent Contracts.
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As of the Initial Cut-Off Date, the Initial Contracts had the
following characteristics:
Weighted average annual percentage rate: 14.86%
Weighted average remaining term: 56.27 months
Contracts that allocate interest and principal
by the rule of 78's or actuarial method: 11.30% (by Initial Cut-Off Pool Balance)
Contracts that allocate interest and principal
by the simple interest method: 88.70% (by Initial Cut-Off Pool Balance)
Contracts secured by new vehicles: 15.28% (by Initial Cut-Off Pool Balance)
Contracts secured by used vehicles: 84.72% (by Initial Cut-Off Pool Balance)
Contracts originated in California:* 28.84% (by Initial Cut-Off Pool Balance)
* As of the Initial Cut-Off Date, the aggregate principal
balances of Initial Contracts originated in any single state
other than California did not exceed 8.30% of the Initial
Cut-Off Pool Balance.
No Initial Contract has, and no Subsequent Contract will have, a
scheduled maturity date later than October 5, 2005.
Although the financial and other data for the Subsequent Contracts
will differ from the characteristics of the Initial Contracts set
forth above, the characteristics of the Contracts as a whole will
not vary materially from the characteristics of the Initial
Contracts.
DISTRIBUTION DATE............................ Interest and principal on the Notes and the Certificates will be
payable on the 15th day of each month. If the 15th day of a month
is not a business day, then the payment for that month will be
made on the next succeeding business day. The first payment will
be due on September 15, 1999.
A business day is a day other than a Saturday, Sunday or other day
on which commercial banks located in California or New York are
authorized or required to be closed.
TERMS OF THE CLASS A NOTES:
A. INTEREST................................. Class A-1 Rate: ______% per annum.
Class A-2 Rate: ______% per annum.
Class A-3 Rate: ______% per annum.
Class A-4 Rate: ______% per annum.
With respect to each Distribution Date, interest on the principal
balance of each class of the Class A Notes will accrue at its
respective per annum interest rate during the period from and
including the prior Distribution Date (or, in the case of the
first Distribution Date, from and including the Closing Date) to
but excluding the applicable Distribution Date and will be payable
to the related Noteholders monthly on each related Distribution
Date commencing September 15, 1999. Interest on the Class A Notes
will be calculated on the basis of a 360-day year of twelve 30-day
months, with the exception of the Class A-1 Notes, with respect to
which interest will be calculated on the basis of a 360-day year
and the actual number of days in the related accrual period.
B. PRINCIPAL................................ The Trust will make payments of principal on Class A Notes
monthly, on each Distribution Date, in an amount generally equal
to the Class A Note Principal Distributable Amount for such
Distribution Date.
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No principal payments will be made on the Class A-2 Notes until
the Class A-1 Notes have been paid in full; no principal payments
will be made on the Class A-3 Notes until the Class A-2 Notes have
been paid in full; and no principal payments will be made on the
Class A-4 Notes until the Class A-3 Notes have been paid in full.
The Trust must pay the outstanding principal amount of each class
of Class A Notes, to the extent not previously paid, by the
Distribution Date occurring in the following months:
CLASS FINAL SCHEDULED DISTRIBUTION DATE
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A-1 September 2000
A-2 April 2002
A-3 April 2003
A-4 May 2004
The final scheduled Distribution Dates set forth above are
referred to herein as the "FINAL SCHEDULED DISTRIBUTION DATE" for
each class of Class A Notes. The outstanding principal balance of
each class of Class A Notes is expected be paid in full earlier,
and could be paid significantly earlier, than the Final Scheduled
Distribution Date for such class, depending on a variety of
factors.
The "ACCELERATED PRINCIPAL COMMENCEMENT DATE" means the first
Distribution Date on which (i) the aggregate principal balance of
the Contracts (the "POOL BALANCE") as of such Distribution Date is
equal to or less than 15% of the Original Pool Balance, and (ii)
the amount on deposit in the Spread Account is equal to or greater
than the Spread Account Maximum (after giving effect to any
deposit thereto on such Distribution Date).
The "ACCELERATED PRINCIPAL DISTRIBUTABLE AMOUNT" means, with
respect to any Distribution Date occurring on or after the
Accelerated Principal Commencement Date, the amount which would
remain on deposit in the Payment Account for such Distribution
Date after making all other payments required to be made on such
Distribution Date pursuant to the Sale and Servicing Agreement
without regard to the inclusion of such amount as part of the
Class A Note Principal Distributable Amount. The Accelerated
Principal Distributable Amount shall only be included in the Class
A Note Principal Distributable Amount until all of the Class A
Notes have been paid in full, and shall not be included in the
Certificate Principal Distributable Amount at any time.
The "CLASS A NOTE PRINCIPAL CARRYOVER SHORTFALL" means, as of the
close of any Distribution Date, the excess of the Class A Note
Principal Distributable Amount for such Distribution Date over the
amount in respect of principal that is actually deposited in the
Note Distribution Account on such Distribution Date.
The "CLASS A NOTE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with
respect to any Distribution Date, the sum of (i) the Note
Percentage of the Regular Principal Distributable Amount for such
Distribution Date, (ii) the Accelerated Principal Distributable
Amount, if any, for such Distribution Date and (iii) any
outstanding Class A Note Principal Carryover Shortfall for the
immediately preceding Distribution Date; provided, however, that
the Class A Note Principal
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Distributable Amount shall not exceed the aggregate outstanding
principal amount of the Class A Notes. Notwithstanding the
foregoing, the Class A Note Principal Distributable Amount on the
Final Scheduled Distribution Date for each class of Notes shall
not be less than the amount that is necessary to reduce the
outstanding principal amount of the related class of Class A Notes
to zero.
A "COLLECTION PERIOD" with respect to a Distribution Date will be
the calendar month preceding the month in which such Distribution
Date occurs; provided, that with respect to Liquidated Contracts
the Collection Period will be the period from but excluding the
sixth business day preceding the immediately preceding
Distribution Date to and including the sixth business day
preceding such Distribution Date. With respect to the first
Distribution Date, the "COLLECTION PERIOD" for Liquidated
Contracts will be the period from and including the Cut-Off Date
to and including the sixth business day preceding such first
Distribution Date.
A "CRAM DOWN LOSS" means, with respect to a Contract, if a court
of appropriate jurisdiction in an insolvency proceeding shall have
issued an order reducing the amount owed on such Contract or
otherwise modifying or restructuring the scheduled payments to be
made on such Contract, an amount equal to (i) the excess of the
Principal Balance of such Contract immediately prior to such order
over the Principal Balance of such Contract as so reduced and/or
(ii) if such court shall have issued an order reducing the
effective rate of interest on such Contract, the excess of the
Principal Balance of such Contract immediately prior to such order
over the net present value of the scheduled payments as so
modified or restructured.
A "DEFAULTED CONTRACT" with respect to any Collection Period is a
Contract (i) which is, at the end of such Collection Period,
delinquent in the amount of at least two monthly installments of
monthly principal and interest or (ii) with respect to which the
related financed vehicle has been repossessed or repossession
efforts with respect to the related financed vehicle have been
commenced.
A "LIQUIDATED CONTRACT" is a Contract that (i) is the subject of a
full prepayment; (ii) is a Defaulted Contract with respect to
which liquidation proceeds constituting, in the Servicer's
reasonable judgment, the final amounts recoverable have been
received and deposited in the Collection Account; (iii) is paid in
full on or after its maturity date; or (iv) has been a Defaulted
Contract for four or more Collection Periods and as to which
liquidation proceeds have not been deposited in the Collection
Account; provided, however, that in any event a Contract that is
delinquent in the amount of five monthly installments of monthly
principal and interest at the end of a Collection Period shall be
deemed to be a Liquidated Contract and shall be deemed to have a
balance of zero.
The "NOTE PERCENTAGE" means (i) for each Distribution Date prior
to the Distribution Date on which the principal amount of the
Class A-4 Notes is reduced to zero, 100%, (ii) on the Distribution
Date on which the principal amount of the Class A-4 Notes is
reduced to zero, (a) 100% until the principal amount of the Class
A-4 Notes has been reduced to zero and (b) with respect to any
remaining portion of the Regular Principal Distributable Amount,
0%; and (iii) for each
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Distribution Date after the Distribution Date on which the
principal amount of the Class A-4 Notes is reduced to zero, 0%.
The "PRINCIPAL BALANCE" means, with respect to a Contract, as of
any date, the amount financed under the terms of such Contract
minus (i) that portion of monthly principal and interest payments
in respect of such Contract received on or prior to the end of the
most recently ended Collection Period and allocable to principal
as determined by the Servicer and (ii) any Cram Down Loss incurred
in respect of such Contract on or prior to the end of the most
recently ended Collection Period. For purposes of this definition,
allocations of monthly principal and interest payments on each
Contract by the Servicer shall be made in accordance with the
terms of such Contract, in the case of a simple interest contract
or actuarial contract, or in accordance with the recomputed
actuarial method, in the case of a rule of 78's contract.
A "PURCHASED CONTRACT" means a Contract that (i) has been
purchased by Onyx or the Seller because of certain material
defects in documents related to such Contract or certain breaches
of representations and warranties regarding such Contract made by
the Seller in the Sale and Servicing Agreement that materially and
adversely affect the interests of the securityholders or the
Insurer, (ii) has been purchased by the Servicer because of
certain breaches of servicing covenants or (iii) has been
purchased by the Servicer in the event of an Optional Purchase.
The "REGULAR PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect
to any Distribution Date, the amount equal to the sum of the
following amounts with respect to the related Collection Period:
(i) collections received on Contracts (other than Liquidated
Contracts and Purchased Contracts) allocable to principal as
determined by the Servicer, including full and partial principal
prepayments (other than partial prepayments on Contracts that
allocate principal and interest based on the rule of 78's or the
actuarial method, representing payments not due in such Collection
Period, which will be deposited into the Payahead Account), (ii)
the Principal Balance of all Contracts (other than Purchased
Contracts) that became Liquidated Contracts during the related
Collection Period, (iii) the Principal Balance as of the date of
purchase of all Contracts that became Purchased Contracts as of
the immediately preceding record date and (iv) the aggregate
amount of Cram Down Losses incurred during the related Collection
Period.
C. MANDATORY PARTIAL REDEMPTION............. If the proceeds from the sale of the Securities is greater than
the Original Pool Balance, the Trust will partially redeem the
Class A-1 Notes on the first Distribution Date. In such event, the
Indenture Trustee will distribute principal to the Class A-1
Noteholders in an amount equal to the excess of the proceeds over
the Original Pool Balance.
TERMS OF THE CLASS I NOTES:
A. INTEREST:................................ The Class I Notes are interest only notes which will not be
entitled to any principal payments. Interest will accrue on the
Notional Principal Amount of the Class I Notes at the rate of
2.25% per annum (the "CLASS I RATE"). The Notional Principal
Amount represents a
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designated portion of the principal component of the Contracts,
originally $299,238,998.35 (the "ORIGINAL NOTIONAL PRINCIPAL
AMOUNT"). Payments of interest on the Class I Notes will be
subordinated to payments of interest on the Class A Notes on each
Distribution Date. On the Final Scheduled Distribution Date for a
class of Class A Notes, interest on the Class I Notes will be
subordinated to payments of principal then due on such class of
Class A Notes.
B. PLANNED AMORTIZATION:.................... The Class I Notes represent an interest only planned amortization
class. The planned amortization feature is intended to reduce the
uncertainty to investors in the Class I Notes with respect to
prepayments. This is accomplished by basing the reduction in the
Notional Principal Amount on a principal paydown schedule rather
than on the reduction in the actual Pool Balance. Solely for the
purpose of calculating the amount payable with respect to the
Class I Notes, the aggregate principal balance of the Contracts
will be divided into two notional principal components, the "PAC
COMPONENT" and the "COMPANION COMPONENT". The "Notional Principal
Amount" will be equal to the PAC Component, initially
$299,238,998.35. The sum of the PAC Component and the Companion
Component will at all times equal the then aggregate unpaid
principal balance of the Contracts. The principal paydown schedule
for the Class I Notes is referred to as the "PLANNED NOTIONAL
PRINCIPAL AMOUNT Schedule", pursuant to which principal will be
allocated to the PAC Component and the Companion Component, as
described below. As the PAC Component is reduced, the Notional
Principal Amount and payments to the holders of Class I Notes will
also be reduced.
On each Distribution Date, the Regular Principal Distributable
Amount will be allocated first to the PAC Component up to the
amount necessary to reduce the PAC Component to the amount
specified in the Planned Notional Principal Amount Schedule (the
"PLANNED NOTIONAL PRINCIPAL AMOUNT") for such Distribution Date,
second, to the Companion Component until the balance thereof is
reduced to zero, and third, to the PAC Component, without regard
to the Planned Notional Principal Amount for such Distribution
Date. The foregoing allocations will be made solely for purposes
of calculating the Notional Principal Amount and, correspondingly,
the amount of interest payable with respect to the Class I Notes.
The Class I Notes are not entitled to receive any principal
payments, except in the limited case of the acceleration of the
Notes by the Class A Noteholders or the Insurer. See "Terms of the
Class I Notes - Acceleration" below.
</TABLE>
8
<PAGE> 13
<TABLE>
<S> <C>
PLANNED NOTIONAL PRINCIPAL AMOUNT SCHEDULE*
<CAPTION>
Planned Notional
Distribution Date Principal Amount
----------------- ----------------
<S> <C>
Initial................................ $ 299,238,998.35
September 1999......................... 290,279,241.34
October 1999........................... 279,247,972.02
November 1999.......................... 268,311,444.95
December 1999.......................... 257,471,834.96
January 2000........................... 246,731,356.69
February 2000.......................... 236,092,265.20
March 2000............................. 225,556,856.68
April 2000............................. 215,127,469.11
May 2000............................... 204,806,482.95
June 2000.............................. 194,596,321.82
July 2000.............................. 184,499,453.28
August 2000............................ 174,530,018.15
September 2000......................... 164,678,653.82
October 2000........................... 154,947,955.71
November 2000.......................... 145,340,565.88
December 2000.......................... 135,859,173.85
January 2001........................... 126,506,517.36
February 2001.......................... 117,287,251.61
March 2001............................. 108,202,297.86
April 2001............................. 99,254,541.99
May 2001............................... 90,446,921.26
June 2001.............................. 81,782,425.24
July 2001.............................. 73,368,004.08
August 2001............................ 65,099,408.82
September 2001......................... 57,003,699.27
October 2001........................... 49,059,212.07
November 2001.......................... 41,269,105.12
December 2001.......................... 33,636,591.78
January 2002........................... 26,164,941.78
February 2002.......................... 18,857,482.14
March 2002............................. 11,751,697.19
April 2002............................. 5,082,543.91
May 2002............................... 1,760,837.87
June 2002.............................. 387,341.80
July 2002.............................. 0
*Planned Notional Principal Amount Schedule is structured to
maturity from 1.5% to 3.0% ABS
The Class I Notes will not be entitled to any distributions after
the Notional Principal Amount has been reduced to zero.
</TABLE>
9
<PAGE> 14
<TABLE>
<S> <C>
C. YIELD CONSIDERATIONS.................... The Class I Notes are interest only notes. Although the planned
amortization feature of the Class I Notes is intended to reduce
the uncertainty of prepayments with respect to the Class I Notes,
if the Contracts prepay very quickly, the Notional Principal
Amount of the Class I Notes may be reduced more quickly than
provided in the Planned Notional Principal Amount Schedule,
thereby reducing the yield to the holders of the Class I Notes.
The yield to maturity on the Class I Notes will therefore be
sensitive to significant increases in the rate of prepayments,
including voluntary prepayments and prepayments due to
liquidation.
D. ACCELERATION............................ If the Class I Notes are accelerated following an event of default
under the Indenture, the holders of Class I Notes will be entitled
to be paid an imputed principal amount and accrued interest from
amounts collected (subject to the senior rights of the Class A
Notes and of the Servicer, Indenture Trustee, Owner Trustee and
Trust Agent to accrued and unpaid fees).
TERMS OF THE CERTIFICATES:
A. INTEREST................................ Certificate Rate: ______% per annum.
Interest on the Certificates will accrue monthly at the
Certificate Rate and will be payable to Certificateholders monthly
on each related Distribution Date commencing September 15, 1999.
Interest on the Certificates will be calculated on the basis of a
360-day year of twelve 30-day months.
The "CERTIFICATE PRINCIPAL BALANCE" will equal $24,000,000 (the
"ORIGINAL CERTIFICATE BALANCE") on the Closing Date and on any
date thereafter will equal the Original Certificate Balance
reduced by all distributions of principal previously made in
respect of the Certificates. Distributions of interest on the
Certificates will be subordinated to payments of interest on the
Notes on each Distribution Date. On the Final Scheduled
Distribution Date for a class of Notes, interest on the
Certificates will be subordinated to payments of principal then
due on such class of Notes.
B. PRINCIPAL................................ No principal will be paid on the Certificates until all of the
Class A Notes have been paid in full. On the Distribution Date
that the Class A Notes are paid in full, and on each succeeding
Distribution Date, the Trust will make payments of principal on
the Certificates in an amount equal to the Certificate Principal
Distributable Amount for such Distribution Date.
The "CERTIFICATE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with
respect to any Distribution Date, the sum of (i) the Certificate
Percentage of the Regular Principal Distributable Amount for such
Distribution Date and (ii) any outstanding Certificate Principal
Carryover Shortfall for the immediately preceding Distribution
Date; provided, however, that the Certificate Principal
Distributable Amount shall not exceed the Certificate Balance.
Notwithstanding the foregoing, the Certificate Principal
Distributable Amount on the Final Scheduled Distribution Date for
the Certificates shall not be less than the amount that is
necessary to reduce the outstanding principal amount of the
Certificates to zero.
</TABLE>
10
<PAGE> 15
<TABLE>
<S> <C>
The "CERTIFICATE PERCENTAGE" means (i) for each Distribution Date
prior to the Distribution Date on which the principal amount of
the Class A-4 Notes is reduced to zero, 0%, (ii) on the
Distribution Date on which the principal amount of the Class A-4
Notes is reduced to zero, (a) 0% until the principal amount of the
Class A-4 Notes has been reduced to zero and (b) with respect to
any remaining portion of the Regular Principal Distributable
Amount, 100%; and (iii) for each Distribution Date after the
Distribution Date on which the principal amount of the Class A-4
Notes is reduced to zero, 100%.
The "CERTIFICATE PRINCIPAL CARRYOVER SHORTFALL" means, as of the
close of any Distribution Date, the excess of the Certificate
Principal Distributable Amount over the amount in respect of
principal that is actually deposited in the Certificate
Distribution Account on such Distribution Date.
The Trust must pay the outstanding principal amount of the
Certificates, to the extent not previously paid, by the
Distribution Date occurring in March, 2006. This date is referred
to herein as the "FINAL SCHEDULED DISTRIBUTION DATE" for the
Certificates. The outstanding principal balance of the
Certificates is expected to be paid in full earlier, and could be
paid significantly earlier, than the Final Scheduled Distribution
Date for the Certificates, depending on a variety of factors.
OPTIONAL PURCHASE............................ The Servicer may, but is not obligated to, purchase the Contracts
on any Distribution Date on which the principal balance of the
Contracts has declined to 10% or less of the Original Pool Balance
and the Notional Principal Amount of the Class I Notes has been
reduced to zero. If the Servicer exercises this purchase option
(an "OPTIONAL PURCHASE"), all of the Class A Notes then
outstanding will be redeemed, and all of the Certificates then
outstanding will be prepaid.
THE SPREAD ACCOUNT........................... The Indenture Trustee will establish a segregated trust account,
entitled "Spread Account - OT 1999-C, The Chase Manhattan Bank,
Indenture Trustee", for the benefit of the securityholders and
MBIA (the "SPREAD ACCOUNT"). The Spread Account will be an asset
of the Trust. The securityholders will be afforded certain limited
protection against losses on the Contracts by the establishment of
the Spread Account.
On each Distribution Date, net collections remaining after
required distributions have been made in respect of the Servicer,
the Owner Trustee, the Indenture Trustee, the Trust Agent, the
Noteholders, the Certificateholders and the Insurer will be
deposited in the Spread Account, up to a maximum amount calculated
as the parties to the Insurance Agreement and the rating agencies
may agree (the "SPREAD ACCOUNT MAXIMUM"). On each Distribution
Date, funds will be withdrawn from the Spread Account to cover any
shortfalls in amounts available to pay (i) the Servicing Fee and
certain fees of the Indenture Trustee, the Owner Trustee and the
Trust Agent, and (ii) interest and principal on the Securities. If
the amount on deposit in the Spread Account on any Distribution
Date (after giving effect to all deposits thereto and withdrawals
therefrom on such Distribution Date) is greater than the Spread
Account Maximum, the Indenture Trustee will distribute any excess
first, to the Insurer, to the extent of
</TABLE>
11
<PAGE> 16
<TABLE>
<S> <C>
any amounts owing to the Insurer pursuant to the Insurance
Agreement, and then to the holders of the Residual Interests in
the Trust. Upon any such distributions to the Insurer or the
holders of the Residual Interests, the securityholders will have
no further rights in, or claims to, such amounts.
THE INSURANCE POLICY......................... On the Closing Date, MBIA will issue an insurance policy in favor
of the Indenture Trustee, for the benefit of the securityholders.
The insurance policy issued by MBIA is referred to herein as the
"POLICY", and the insurance agreement pursuant to which the Policy
is issued is referred to as the "INSURANCE AGREEMENT".
Pursuant to the Policy, MBIA will irrevocably and unconditionally
guarantee timely payment of interest due on the Notes and the
Certificates and ultimate payment of principal due on the Class A
Notes and the Certificates. MBIA's obligations under the Policy
will be discharged to the extent that amounts due under the Policy
are received by the Indenture Trustee, whether or not such amounts
are properly applied by the Indenture Trustee.
MBIA will not guarantee payments of principal on any class of
Notes or on the Certificates at any time other than the payment of
the outstanding principal amount of a class of Class A Notes or of
the Certificates on the Final Scheduled Distribution Date for such
class of Class A Notes or the Certificates, and will not guarantee
payment of any Accelerated Principal Distributable Amount or any
amounts which become due on an accelerated basis as a result of
(a) a default by the Trust, (b) the occurrence of an event of
default under the Indenture or (c) any other cause. MBIA may
elect, in its sole discretion, to pay in whole or in part such
principal due upon acceleration. In addition, MBIA may elect, in
its sole discretion, to pay all or a portion of certain shortfalls
of funds available to make certain distributions of principal on
the Class A Notes or the Certificates on a Distribution Date.
SERVICING FEE................................ The Servicer will be responsible for managing, administering,
servicing, and collecting on the Contracts. As compensation for
its services, the Servicer will receive a monthly fee equal to the
product of one-twelfth of 1% per annum multiplied by the Pool
Balance as of the end of the immediately preceding Collection
Period (the "SERVICING FEE"). As additional compensation, the
Servicer will be entitled to any late fees and other
administrative fees and expenses or similar charges collected with
respect to the Contracts. The Servicer or its designee will also
receive as servicing compensation (i) net investment earnings on
funds credited to the Collection Account and the Payahead Account
and (ii) with respect to each rule of 78's Contract that is
prepaid in full prior to its maturity date, the amount, if any, by
which the outstanding principal balance of such rule of 78's
Contract exceeds the Principal Balance of such Contract at the
time of such prepayment (provided, that each amount payable to the
Servicer under this clause (ii) will be deposited in the Spread
Account and applied in accordance with the Insurance Agreement).
</TABLE>
12
<PAGE> 17
<TABLE>
<S> <C>
FEDERAL INCOME TAX STATUS.................... In the opinion of Andrews & Kurth L.L.P., for federal income tax
purposes, the Class A Notes will, and the Class I Notes should, be
characterized as debt, and the Trust will not be characterized as
an association (or a publicly traded partnership) taxable as a
corporation. Each Noteholder, by the acceptance of a Note, will
agree to treat the Notes as indebtedness and each
Certificateholder, by the acceptance of a Certificate, will agree
to treat the Trust as a partnership in which the
Certificateholders are partners for federal income tax purposes.
ERISA CONSIDERATIONS......................... Subject to the considerations discussed under "ERISA
Considerations" in the Prospectus Supplement and in the
Prospectus, the Class A Notes are eligible for purchase by
employee benefit plans that are subject to ERISA. However, neither
an employee benefit plan subject to ERISA or Section 4975 of the
Internal Revenue Code of 1986 nor an individual retirement account
is eligible to purchase the Class I Notes or the Certificates. Any
benefit plan fiduciary considering purchase of the Certificates
should, among other things, consult with its counsel in
determining whether all required conditions have been satisfied.
LEGAL INVESTMENT............................. The Class A-1 Notes will be eligible securities for purchase by
money market funds under Rule 2a-7 under the Investment Company
Act of 1940, as amended.
RATING....................................... At the Closing Date, Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and Moody's Investors
Service, Inc. will rate the Notes and the Certificates in the
highest rating category for such securities. The ratings of the
Notes and the Certificates will be based substantially on the
issuance of the Policy by MBIA. The ratings of the Class I Notes
do not address the possibility that rapid rates of principal
prepayments on the Contracts could result in a failure of the
holders of the Class I Notes to fully recover their investment.
REGISTRATION OF THE SECURITIES............... Initially, the Securities will be in the form of one or more
certificates registered in the name of Cede & Co., as the nominee
of The Depository Trust Company. If you acquire an interest in the
Notes or the Certificates through The Depository Trust Company,
you will not be entitled to receive a definitive security, except
in the event that definitive securities are issued in certain
limited circumstances.
</TABLE>
13
<PAGE> 18
THE CONTRACTS
Set forth below is certain data concerning the Initial Contracts as of
the Initial Cut-Off Date which had an Initial Cut-Off Pool Balance of
$321,687,160.67. Data concerning all of the Contracts will be available to
purchasers of the Securities at or before the initial delivery of the Securities
and will be filed with the SEC on Form 8-K within 15 days after the initial
delivery of the Securities. While the financial and other data for the
Subsequent Contracts will differ from the data below for the Initial Contracts,
the characteristics of the Contracts as a whole will not vary materially from
the characteristics of the Initial Contracts described below.
COMPOSITION OF THE INITIAL CONTRACTS
Aggregate principal balance.................................$321,687,160.67
Number of Contracts..................................................26,419
Average principal balance outstanding............................$12,176.36
Average original amount financed.................................$12,290.66
Original amount financed (range)......................$925.96 to $67,650.00
Weighted average APR................................................14.863%
APR (range)...............................................5.900% to 25.980%
Weighted average original term...................................57.09 mos.
Original term (range).........................................12 to 72 mos.
Weighted average remaining term..................................56.27 mos.
Remaining term (range).........................................6 to 72 mos.
DISTRIBUTION BY APRS OF THE INITIAL CONTRACTS
<TABLE>
<CAPTION>
NUMBER OF % OF % OF INITIAL
INITIAL INITIAL PRINCIPAL CUT-OFF
APR RANGE CONTRACTS CONTRACTS BALANCE POOL BALANCE
--------- --------- --------- ------- ------------
<S> <C> <C> <C> <C>
0.000% to 6.000%............. 3 0.01 43,487.66 0.01
6.001% to 7.000%............. 25 0.09 369,006.72 0.11
7.001% to 8.000%............. 689 2.61 10,830,421.35 3.37
8.001% to 9.000%............. 1,009 3.82 15,021,913.72 4.67
9.001% to 10.000%............ 1,313 4.97 18,082,675.97 5.62
10.001% to 11.000%............ 1,246 4.72 16,687,641.95 5.19
11.001% to 12.000%............ 1,372 5.19 18,082,128.54 5.62
12.001% to 13.000%............ 1,678 6.35 21,540,478.64 6.70
13.001% to 14.000%............ 2,326 8.80 30,071,410.83 9.35
14.001% to 15.000%............ 2,704 10.24 33,939,776.69 10.55
15.001% to 16.000%............ 3,119 11.81 38,650,661.51 12.01
16.001% to 17.000%............ 2,871 10.87 34,771,700.86 10.81
17.001% to 18.000%............ 2,591 9.81 29,313,294.57 9.11
18.001% to 19.000%............ 1,571 5.95 17,095,053.19 5.31
19.001% to 20.000%............ 1,302 4.93 13,415,283.92 4.17
20.001% to 21.000%............ 1,656 6.27 16,861,165.27 5.24
21.001% to 22.000%............ 548 2.07 4,042,631.94 1.26
22.001% to 23.000%............ 147 0.56 1,144,996.04 0.36
23.001% to 24.000%............ 107 0.41 827,255.09 0.26
24.001% to 25.000%............ 139 0.53 878,267.02 0.27
25.001% to 26.000% 3 0.01 17,909.19 0.01
Totals.............. 26,419 100.00* 321,687,160.67 100.00*
</TABLE>
- ----------------
* Percentages may not add to 100% because of rounding.
14
<PAGE> 19
GEOGRAPHIC CONCENTRATION OF THE INITIAL CONTRACTS
<TABLE>
<CAPTION>
NUMBER % OF % OF
OF INITIAL INITIAL PRINCIPAL INITIAL CUT-OFF
CONTRACTS CONTRACTS BALANCE POOL BALANCE
---------- --------- --------- ---------------
<S> <C> <C> <C> <C>
Arizona 1,063 4.02 12,725,319.08 3.96
California 7,355 27.84 92,768,582.38 28.84
Colorado 591 2.24 6,810,909.03 2.12
Delaware 64 0.24 865,687.42 0.27
Florida 2,295 8.69 26,705,437.75 8.30
Georgia 1,711 6.48 21,528,503.94 6.69
Idaho 274 1.04 2,964,926.85 0.92
Illinois 1,940 7.34 23,669,197.04 7.36
Indiana 605 2.29 7,062,270.45 2.20
Iowa 86 0.33 1,068,100.21 0.33
Kentucky 133 0.50 1,443,292.83 0.45
Maryland 456 1.73 5,975,965.14 1.86
Michigan 1,265 4.79 14,935,680.08 4.64
Mississippi 15 0.06 159,795.14 0.05
Missouri 68 0.26 840,116.25 0.26
Montana 2 0.01 9,342.82 0.00
Nevada 664 2.51 7,745,099.78 2.41
New Jersey 1,781 6.74 21,546,981.46 6.70
North Carolina 1,136 4.30 14,235,448.89 4.43
Oklahoma 95 0.36 1,265,587.95 0.39
Oregon 737 2.79 8,206,579.22 2.55
Pennsylvania 554 2.10 6,699,631.56 2.08
South Carolina 496 1.88 5,725,604.42 1.78
Tennessee 606 2.29 7,657,661.56 2.38
Texas 636 2.41 7,993,698.77 2.48
Virginia 783 2.96 9,909,233.19 3.08
Washington 1,008 3.82 11,168,507.46 3.47
Totals 26,419 100.00* 321,687,160.67 100.00*
</TABLE>
- ----------------
* Percentages may not add to 100% because of rounding.
15
<PAGE> 20
DELINQUENCY AND LOAN LOSS INFORMATION
DELINQUENCY AND LOAN LOSS INFORMATION
The following tables set forth information with respect to the
experience of Onyx relating to delinquencies, loan losses and recoveries for the
portfolio of motor vehicle contracts owned and serviced by Onyx on an annual
basis commencing December 31, 1996. The tables include delinquency information
relating to those motor vehicle contracts that were purchased, originated, sold
and serviced by Onyx. All of the motor vehicle contracts were originally
purchased by Onyx from dealers, or originated by Onyx, a subsidiary of Onyx, or
others, in accordance with credit underwriting criteria established by Onyx. In
February 1994, Onyx commenced its operations as a purchaser and servicer of
motor vehicle retail installment sales contracts. Thus, Onyx has historical
performance for only a limited time period with respect to the motor vehicle
contracts it purchases and originates and thus delinquencies and loan losses may
increase from existing levels in the portfolio with the passage of time.
Delinquency and loan loss experience may be influenced by a variety of economic,
social and other factors.
DELINQUENCY EXPERIENCE OF ONYX MOTOR VEHICLE CONTRACT PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AT DECEMBER 31, AT DECEMBER 31, AT DECEMBER 31, AT JUNE 30, AT JUNE 30,
1996 1997 1998 1998 1999
----------------- ------------------ -------------------- ------------------- --------------------
AMOUNT NO AMOUNT NO AMOUNT NO AMOUNT NO AMOUNT NO
-------- ------ -------- ------ ---------- ------- ---------- ------ ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Servicing portfolio $400,665 38,275 $757,277 73,502 $1,345,961 131,862 $1,009,246 98,918 $1,729,338 169,309
Delinquencies
30-59 days(1)(2). $5,022 478 $11,902 1,211 $ 26,410 2,766 $ 9,041 921 $ 21,800 2,294
60-89 days(1)(2). $1,816 162 $3,370 346 $ 6,876 691 $ 2,473 244 $ 7,891 783
90+ days(1)(2)... $1,279 111 $3,743 316 $ 4,790 455 $ 3,552 332 $ 7,130 673
Total delinquencies
as a percent of
servicing portfolio 2.03% 1.96% 2.51% 2.55% 2.83% 2.97% 1.49% 1.51% 2.13% 2.21%
</TABLE>
- ----------
(1) Delinquencies include principal amounts only, net of repossessed inventory.
Repossessed inventory as a percent of the servicing portfolio was 0.48%,
1.17% and 0.62% at December 31, 1996, 1997 and 1998, respectively, and 0.73%
and 0.65% at June 30, 1998 and 1999, respectively.
(2) The period of delinquency is based on the number of days payments are
contractually past due.
16
<PAGE> 21
LOAN LOSS EXPERIENCE OF ONYX MOTOR VEHICLE CONTRACT PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30,
----------------------------------- -------------------------
1996 1997 1998 1998 1999
-------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Number of Motor Vehicle Contracts
outstanding......................... 38,275 73,502 131,862 98,918 169,309
Period end outstanding.............. $400,665 $757,277 $1,345,961 $1,009,246 $1,729,338
Average outstanding................. $311,340 $563,343 $1,023,237 $875,657 $1,532,269
Number of gross charge-offs......... 987 2,161 3,761 1,756 2,862
Gross charge-offs................... $5,789.2 $13,076.1 $20,639.9 $9,374.8 $15,101.8
Net charge-offs(1).................. $5,066.1 $11,433.9 $17,618.4 $7,917.2 $13,174.9
Net charge-offs as a percent of
average outstanding................ 1.63% 2.03% 1.72% 1.81% 1.72%
</TABLE>
- ----------
(1) Net charge-offs are gross charge-offs minus recoveries on Motor Vehicle
Contracts previously charged off.
17
