ONYX ACCEPTANCE FINANCIAL CORP
8-K, 2000-04-25
ASSET-BACKED SECURITIES
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of Report: April 24, 2000
- --------------------------------------------------------------------------------
                        (Date of earliest event reported)


                      ONYX ACCEPTANCE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


       Delaware                      333-92245                    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


<PAGE>   2

Item 5.  Other Events.

         Reference is hereby made to the Registrant=s Registration Statement on
Form S-3 (File No. 333-92245) filed with the Securities and Exchange Commission
(the "Commission") on December 7, 1999, Amendment No. 1 thereto filed with the
Commission on January 18, 2000, and Amendment No. 2 thereto filed with the
Commission on February 10, 2000 (as amended, the "Registration Statement"),
pursuant to which the Registrant registered $2,000,000,000 aggregate principal
amount of its auto loan backed notes and auto loan backed certficates, 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
2000-B (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 99.2 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-


<PAGE>   3

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

                     99.2           ABS Term Sheet

                                      -3-


<PAGE>   4

                                   Signatures

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           ONYX ACCEPTANCE FINANCIAL CORPORATION


April 25, 2000                             By: /s/ Don P. Duffy
                                              ----------------------------------
                                                   Don P. Duffy
                                                   Executive Vice President and
                                                   Chief Financial Officer

                                      -4-


<PAGE>   5

                                  EXHIBIT INDEX

Exhibit No.       Description
- -----------       -----------

   99.2           ABS Term Sheet


<PAGE>   1

                                  EXHIBIT 99.2

                                 ABS Term Sheet

                             [Begins on Next Page]



<PAGE>   2

                       Onyx Acceptance Owner Trust 2000-B

                                 RETAIL AUTO ABS

                         $450,000,000 ASSET-BACKED NOTES

                      ONYX ACCEPTANCE FINANCIAL CORPORATION
                                     SELLER

                           ONYX ACCEPTANCE CORPORATION
                                    SERVICER

                  $77,800,000 Class A-1 [ ]% Asset-Backed Notes

                 $120,000,000 Class A-2 [ ]% Asset-Backed Notes

                 $131,000,000 Class A-3 [ ]% Asset-Backed Notes

                  $94,200,000 Class A-4 [ ]% Asset-Backed Notes

                   $27,000,000 Class B [ ]% Asset-Backed Notes

                                   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. 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 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.


<PAGE>   3

                       Onyx Acceptance Owner Trust 2000-B

                                 RETAIL AUTO ABS

                         $450,000,000 ASSET-BACKED NOTES

                      ONYX ACCEPTANCE FINANCIAL CORPORATION
                                     SELLER

                           ONYX ACCEPTANCE CORPORATION
                                    SERVICER

                  $77,800,000 Class A-1 [ ]% Asset-Backed Notes

                 $120,000,000 Class A-2 [ ]% Asset-Backed Notes

                 $131,000,000 Class A-3 [ ]% Asset-Backed Notes

                  $94,200,000 Class A-4 [ ]% Asset-Backed Notes

                   $27,000,000 Class B [ ]% Asset-Backed Notes

                                   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 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.


<PAGE>   4

                       Onyx Acceptance Owner Trust 2000-B

                                 RETAIL AUTO ABS

                         $450,000,000 ASSET-BACKED NOTES

                      ONYX ACCEPTANCE FINANCIAL CORPORATION
                                     SELLER

                           ONYX ACCEPTANCE CORPORATION
                                    SERVICER

                  $77,800,000 Class A-1 [ ]% Asset-Backed Notes

                 $120,000,000 Class A-2 [ ]% Asset-Backed Notes

                 $131,000,000 Class A-3 [ ]% Asset-Backed Notes

                  $94,200,000 Class A-4 [ ]% Asset-Backed Notes

                   $27,000,000 Class B [ ]% Asset-Backed Notes

                                   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 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.


<PAGE>   5

                       ONYX ACCEPTANCE OWNER TRUST 2000-B

                               Subject to Revision

                         TERM SHEET DATED APRIL 24, 2000
THE TRUST

Onyx Acceptance Owner Trust 2000-B, a Delaware business trust, will issue and
sell the notes. The trust will be established by a trust agreement among the
seller, the owner trustee and the trust agent.

THE SELLER

Onyx Acceptance Financial Corporation, a Delaware corporation and a
wholly-owned, limited purpose subsidiary of Onyx Acceptance Corporation. The
seller=s principal executive offices are located at 27051 Towne Centre Drive,
Suite 200, Foothill Ranch, California 92610, and its telephone number is (949)
465-3500.

THE SERVICER

Onyx Acceptance Corporation, a Delaware corporation ("Onyx"). The servicer=s
principal executive offices are located at 27051 Towne Centre Drive, Suite 100,
Foothill Ranch, California 92610, and its telephone number is (949) 465-3900.

THE INDENTURE TRUSTEE

The Chase Manhattan Bank, as indenture trustee under the indenture.

THE OWNER TRUSTEE

Bankers Trust (Delaware), as owner trustee under the trust agreement.

THE TRUST AGENT

The Chase Manhattan Bank, as agent of the trust and the owner trustee under the
trust agreement.

NOTE INSURER

MBIA Insurance Corporation ("MBIA") will unconditionally and irrevocably
guarantee the timely payment of interest and the ultimate payment of principal
on the notes.

CLOSING DATE

The trust expects to issue the notes on or about April 28, 2000.

THE NOTES

The trust will issue the class A-1 notes, the class A-2 notes, the class A-3
notes, the class A-4 notes and the class B notes, as described on the cover
page, under an indenture between the trust and the indenture trustee. The notes
will be non-recourse obligations of the trust and will be secured by the trust
property described below in this term sheet.

THE RESIDUAL INTERESTS

The trust will issue certificates representing the residual interests in the
trust. The residual interests are not offered for sale by this term sheet.

TRUST PROPERTY

The trust's assets will include:

         1.       a pool of fixed rate motor vehicle retail installment sales
                  contracts and/or installment loan agreements, 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;

         2.       documents relating to the contracts;

         3.       monies received with respect to the contracts on or after the
                  cut-off date applicable to such contracts;

         4.       security interests in the financed vehicles and the rights to
                  receive proceeds from claims under insurance policies covering
                  the financed vehicles or the individual obligors under each
                  related contract;

         5.       all amounts on deposit in specified accounts, excluding any
                  investment income credited to the collection account which
                  will be paid to the servicer, and excluding any

                                       1


<PAGE>   6


                  investment income credited to the capitalized interest
                  account, which may be released to the seller under certain
                  circumstances;

         6.       the right of the seller to cause Onyx to repurchase contracts
                  under specified circumstances; and

         7.       all proceeds of the foregoing.

On the closing date, the seller will deposit approximately $105,000,000 into a
segregated trust account, referred to as the prefunding account, for the
purchase of additional fixed rate motor vehicle retail installment sales
contracts and/or installment loan agreements. Each day on which such a purchase
is made is referred to in the Prospectus Supplement and herein as a "prefunding
transfer date".

Under the indenture, the trust will grant a security interest in the trust
property 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.

THE CONTRACTS

The trust's main source of funds for making payments on the notes will be
collections on a pool of fixed rate motor vehicle retail installment sales
contracts and/or installment loan agreements included in the trust property. The
trust will acquire initial contracts with a total principal balance of
$243,723,872.48 as of April 1, 2000, the cut-off date for these initial
contracts.

Before the closing date, the trust will acquire additional motor vehicle retail
installment sales contracts and/or installment loan agreements that have been or
will be originated or purchased on or after the cut-off date for the initial
contracts but before April 27, 2000, the cut-off date for these additional
contracts. These additional contracts are referred to as "subsequent contracts"
in this term sheet.

After the closing date, the trust will use funds from the prefunding account to
acquire additional motor vehicle retail installment sales contracts and/or
installment loan agreements which are referred to herein as "prefunded
contracts." On each prefunding transfer date, the seller will deliver a transfer
certificate to the trust, which certificate will set forth certain information
with respect to the prefunded contracts to be transferred on that date,
including a cut-off date for those prefunded contracts.

The sum of (i) the total principal balance of the initial contracts as of April
1, 2000, (ii) the total principal balance of the subsequent contracts as of
April 27, 2000, and (iii) the initial deposit in the prefunding account on the
closing date is expected to be $450,000,000, which amount is referred to herein
as the "original pool balance".

The trust will acquire the contracts from the seller under a sale and servicing
agreement dated as of April 1, 2000.

CHARACTERISTICS OF THE CONTRACTS

The initial contracts had the following characteristics as of April 1, 2000:

WEIGHTED AVERAGE ANNUAL PERCENTAGE RATE:

    15.34%

WEIGHTED AVERAGE REMAINING TERM:

    56.50 months

CONTRACTS THAT ALLOCATE INTEREST AND PRINCIPAL BY THE RULE OF 78=S METHOD OR THE
ACTUARIAL METHOD:

    6.75% of the aggregate principal balance of the initial contracts

CONTRACTS THAT ALLOCATE INTEREST AND PRINCIPAL BY THE SIMPLE INTEREST METHOD:

    93.25% of the aggregate principal   balance of the initial contracts

CONTRACTS SECURED BY NEW VEHICLES:

    12.92% of the aggregate principal balance of the initial contracts

CONTRACTS SECURED BY USED VEHICLES:

    87.08% of the aggregate principal balance of the initial contracts

CONTRACTS ORIGINATED IN CALIFORNIA:

    21.46% of the aggregate principal balance of the initial contracts

    As of April 1, 2000, the aggregate principal balance of the initial
    contracts originated in any single state other than California did not
    exceed 9.99% of the aggregate principal balance of the initial contracts as
    of that date.

                                       2


<PAGE>   7


None of the contracts has or will have a scheduled maturity date later than
August 15, 2006.

Because the financial and other data for the subsequent contracts and the
prefunded contracts that the trust will acquire on or after April 1, 2000 will
differ somewhat from the descriptions of the initial contracts set forth above,
the characteristics of the contracts are likely to vary from the characteristics
of the initial contracts.

DISTRIBUTION DATES

Interest and principal on the notes 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 May 15, 2000.

A business day is a day other than a Saturday, Sunday or any other day on which
commercial banks located in California or New York are authorized or required to
be closed.

TERMS OF THE NOTES

INTEREST RATES:

The trust will pay interest on each class of notes at the rates specified on the
cover of this term sheet.

Interest on the notes will accrue monthly, as described under "Description of
the Notes B Payments of Interest" in the prospectus supplement. Interest on the
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.

PRINCIPAL:

The trust will make payments of principal on the notes monthly, on each
distribution date. 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; no
principal payments will be made on the class A-4 notes until the class A-3 notes
have been paid in full; and no principal payments will be made on the class B
notes until the class A-4 notes have been paid in full. The trust must pay the
outstanding principal amount of each class of notes, to the extent not
previously paid, by the final scheduled distribution date for that class of
notes, which occurs in the following months:

  class A-1 notes -- May 2001
  class A-2 notes -- April 2003
  class A-3 notes -- August 2004
  class A-4 notes -- August 2005
  class B notes   -- March 2007

We expect that the outstanding principal balance of each class of notes will be
paid in full earlier, and could be paid significantly earlier, than the final
scheduled distribution date for that class, depending on a variety of factors.

MANDATORY PARTIAL REDEMPTION

If an amount equal to or less than $50,000 remains on deposit in the prefunding
account at the end of the funding period, the class A-1 notes will be prepaid in
part on the distribution date immediately following the end of the funding
period. If an amount in excess of $50,000 remains on deposit in the prefunding
account at the end of the funding period, the notes will be prepaid in part, pro
rata, based on the then current principal balance of the notes, on the
distribution date immediately following the end of the funding period. The
amount of any such prepayment will be equal to the balance remaining on deposit
in the prefunding account, exclusive of any investment earnings thereon, after
giving effect to the sale to the trust of all prefunded contracts during the
funding period, including any such sale on the date the funding period ends.

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. If the servicer exercises this
purchase option, all of the notes then outstanding will be redeemed.

                                       3


<PAGE>   8

THE PREFUNDING ACCOUNT

The indenture trustee will establish a segregated trust account, entitled
"Prefunding Account - OT 2000-B, The Chase Manhattan Bank, Indenture Trustee,"
for the benefit of the noteholders and the insurer. On the closing date, the
seller will fund the prefunding account with an initial deposit equal to the
amount by which the proceeds from the sale of the notes (prior to deducting any
expenses or underwriting commissions) exceeds the sum of the aggregate principal
balances of the initial contracts and the subsequent contracts, which amount is
expected to be approximately $105,000,000. The prefunding account will be an
asset of the trust.

The indenture trustee will pay interest on the portion of the note balance
represented by the balance in the prefunding account from earnings on the
prefunding account or from the capitalized interest account, but not from
collections on the contracts.

The "funding period" will be the period from the closing date until the earliest
to occur of:

          o    the date on which the balance remaining in the prefunding
               account is less than $2,500.00,

          o    the date on which a servicer default or an indenture event of
               default (each as defined in the sale and servicing agreement)
               occurs, or

          o    the close of business on July 26, 2000.

During the funding period, the indenture trustee will use the amounts on deposit
in the prefunding account to purchase prefunded contracts from the seller. Any
amounts remaining on deposit in the prefunding account at the end of the funding
period will be payable as a prepayment of principal to class A-1 noteholders on
the immediately following distribution date; provided, however, if the amount
remaining on deposit in the prefunding account at the end of the funding period
is more than $50,000, such amount will be payable as a prepayment of principal
to the holders of all of the notes, pro rata based on the then current principal
balance of the notes, on the immediately following distribution date.

THE CAPITALIZED INTEREST ACCOUNT

The indenture trustee will establish a segregated trust account, entitled
"Capitalized Interest Account - OT 2000-B, The Chase Manhattan Bank, Indenture
Trustee," for the benefit of the noteholders and the insurer. On the closing
date, the seller will fund the capitalized interest account from a portion of
the proceeds received upon the sale of the notes. The capitalized interest
account will be available to cover the projected interest shortfall in respect
of amounts on deposit in the prefunding account during the funding period. The
capitalized interest account will be an asset of the trust.

THE SPREAD ACCOUNT

The indenture trustee will establish a segregated trust account, entitled
"Spread Account - OT 2000-B, The Chase Manhattan Bank, Indenture Trustee," for
the benefit of the noteholders and the insurer. The spread account will be an
asset of the trust. The noteholders will be afforded limited protection against
losses on the contracts by the establishment of the spread account.

On each distribution date, the indenture trustee will deposit funds in the
spread account up to a specified maximum amount. On each distribution date,
funds will be withdrawn from the spread account to cover any shortfalls in
amounts available to pay:

         o    the servicing fee and applicable fees of the indenture
              trustee, the owner trustee and the trust agent; and

         o    interest and principal due on the notes.

THE INSURANCE POLICY

On the closing date, MBIA will issue an insurance policy, under the terms of an
insurance agreement, in favor of the indenture trustee, for the benefit of the
noteholders.

Under the policy, MBIA will irrevocably and unconditionally guarantee timely
payment of interest and ultimate payment of principal due on the notes. MBIA=s
obligations under the policy will be discharged to the extent that amounts are
deposited by the servicer into the collection account and to the extent that
amounts due under the policy are received by the indenture trustee, whether or
not the amounts are properly applied by the indenture trustee.

                                       4


<PAGE>   9

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 servicing fee and other amounts.

FEDERAL INCOME TAX STATUS

In the opinion of Andrews & Kurth L.L.P., for federal income tax purposes, the
class A notes will be characterized as debt, the class B notes may be
characterized as debt or equity, and the trust will not be characterized as an
association or a publicly traded partnership taxable as a corporation. Should
the class B notes be characterized as equity, a non-U.S. person, tax-exempt
entity or individual who is a class B noteholder may suffer adverse tax
consequences. Accordingly, such persons may not be suitable investors for the
class B notes.

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 tax code nor an
individual retirement account is eligible to purchase the class B notes.

LEGAL INVESTMENT

The class A-1 notes will be eligible for purchase by money market funds under
Rule 2a-7 under the Investment Company Act of 1940, as amended.

RATING

On 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 in the highest rating category available for the notes. The ratings of the
notes will be based substantially on the issuance of the policy by MBIA.

REGISTRATION OF THE NOTES

Initially, the notes 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 through DTC, you will not be entitled to
receive a definitive note, except under limited circumstances.

                                       5


<PAGE>   10

                                  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
$243,723,872.48. Data concerning all of the contracts (including the initial
contracts, the subsequent contracts and the prefunded contracts) will be
available to purchasers of the notes at or before the end of the funding period
and will be filed with the SEC on Form 8-K within 15 days after the end of the
funding period. Because the financial and other data for the subsequent
contracts and the prefunded contracts will differ from the data below for the
initial contracts, the characteristics of the contracts are likely to vary from
the characteristics of the initial contracts described below.

                      COMPOSITION OF THE INITIAL CONTRACTS

Aggregate principal balance.................................$243,723,872.48

Number of Contracts..................................................20,227

Average principal balance outstanding............................$12,049.43

Average original amount financed.................................$12,160.06

Original amount financed (range)....................$1,085.00 to $65,664.45

Weighted average APR.................................................15.34%

APR (range).................................................7.23% to 25.27%

Weighted average original term...................................57.24 mos.

Original term (range).........................................12 to 72 mos.

Weighted average remaining term..................................56.50 mos.

Remaining term (range).........................................9 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>
 7.001% to 8.000%.............      439          2.17%    $ 7,138,529.69          2.93%

 8.001% to 9.000%.............      692          3.42%     10,658,058.13          4.37%

 9.001% to 10.000%............      801          3.96%     11,579,293.30          4.75%

10.001% to 11.000%............      783          3.87%     10,848,113.52          4.45%

11.001% to 12.000%............      900          4.45%     12,018,229.37          4.93%

12.001% to 13.000%............    1,009          4.99%     13,084,053.09          5.37%

13.001% to 14.000%............    1,288          6.37%     16,523,856.36          6.78%

14.001% to 15.000%............    1,972          9.75%     25,267,987.93         10.37%

15.001% to 16.000%............    2,333         11.53%     29,187,392.49         11.98%

16.001% to 17.000%............    2,600         12.85%     31,499,605.49         12.92%

17.001% to 18.000%............    2,533         12.52%     28,619,220.18         11.74%

18.001% to 19.000%............    1,433          7.08%     15,446,171.66          6.34%

19.001% to 20.000%............    1,095          5.41%     11,154,489.53          4.58%

20.001% to 21.000%............    1,337          6.61%     12,621,938.02          5.18%

Over 21.000%..................    1,012          5.00%      8,076,933.72          3.31%
                                 ------        ------    ---------------        ------
          Totals..............   20,227        100.00%*  $243,723.872.48        100.00%*
                                 ======        ======    ===============        ======
</TABLE>

- ----------------
* Percentages may not add to 100% because of rounding.

                                       6


<PAGE>   11

                GEOGRAPHIC CONCENTRATION OF THE INITIAL CONTRACTS

<TABLE>
<CAPTION>
                              NUMBER                                        % OF
                                OF        % OF                             INITIAL
                             INITIAL     INITIAL         PRINCIPAL          CUT-OFF
                            CONTRACTS   CONTRACTS         BALANCE        POOL BALANCE
                            ---------   ---------    ---------------     ------------
<S>                         <C>         <C>            <C>               <C>
Alabama                         277        1.37%     $  3,441,117.91        1.41%

Arizona                         681        3.37%        8,114,754.38        3.33%

California                    4,171       20.62%       52,311,174.25       21.46%

Colorado                        378        1.87%        4,140,366.47        1.70%

Delaware                        193        0.95%        2,158,366.67        0.89%

Florida                       1,350        6.67%       15,941,279.41        6.54%

Georgia                       1,337        6.61%       17,072,568.87        7.00%

Idaho                           189        0.93%        1,932,157.43        0.79%

Illinois                        995        4.92%       12,184,518.56        5.00%

Indiana                         499        2.47%        5,965,112.04        2.45%

Iowa                             77        0.38%          904,937.20        0.37%

Kentucky                        249        1.23%        2,909,636.78        1.19%

Maryland                        631        3.12%        8,015,843.56        3.29%

Massachusetts                     1        0.00%            8,968.53        0.00%

Michigan                      1,027        5.08%       12,020,452.85        4.93%

Minnesota                       119        0.59%        1,598,064.83        0.66%

Mississippi                      32        0.16%          494,614.88        0.20%

Missouri                        122        0.60%        1,376,429.83        0.56%

Montana                           4        0.02%           33,425.58        0.01%

Nevada                          429        2.12%        4,890,239.25        2.01%

New Jersey                    1,254        6.20%       14,772,723.38        6.06%

New York                          1        0.00%            6,591.24        0.00%

North Carolina                  592        2.93%        7,473,423.40        3.07%

Ohio                              1        0.00%           10,953.90        0.00%

Oklahoma                        189        0.93%        2,362,277.49        0.97%

Oregon                          445        2.20%        4,716,432.30        1.94%

Pennsylvania                  2,141       10.58%       24,356,229.82        9.99%

South Carolina                  324        1.60%        3,913,382.35        1.61%

Tennessee                       317        1.57%        4,096,506.15        1.68%

Texas                           748        3.70%        9,891,748.74        4.06%

Utah                             49        0.24%          556,082.73        0.23%

Virginia                        769        3.80%        9,347,531.12        3.84%

Washington                      636        3.14%        6,705,960.58        2.75%
                             ------      ------      ---------------      ------
       Totals                20,227      100.00%*    $243,723,872.48      100.00%*
                             ======      ======      ===============      ======
</TABLE>

- ----------------
* Percentages may not add to 100% because of rounding.

                                       7
<PAGE>   12

                      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, 1997. 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, 1997      AT DECEMBER 31, 19978      AT DECEMBER 31, 1999
                                  --------------------      ---------------------     ----------------------
                                   AMOUNT         NO          AMOUNT        NO          AMOUNT         NO
                                  --------      ------      ----------   --------     ----------     -------
<S>                                 <C>         <C>         <C>          <C>          <C>            <C>
Servicing portfolio               $757,277      73,502      $1,345,961   131,862      $2,133,460     209,745

Delinquencies

  30-59 days(1)(2).........       $ 11,902       1,211      $   26,410     2,766      $   38,376       3,963

  60-89 days(1)(2).........       $  3,370         346      $    6,876       691      $   16,596       1,671

  90+ days(1)(2)...........       $  3,743         316      $    4,790       455      $   14,203       1,383

  Total delinquencies as
  a percent of servicing
  portfolio ...............           2.51%       2.55%           2.83%     2.97%           3.24%       3.35%

</TABLE>
- ----------
(1)  Delinquencies include principal amounts only, net of repossessed
     inventory. Repossessed inventory as a percent of the servicing
     portfolio was 1.17%, 0.62% and 0.83% at December 31, 1997, 1998 and
     1999, respectively.

(2)  The period of delinquency is based on the number of days payments are
     contractually past due.

                                       8


<PAGE>   13
          LOAN LOSS EXPERIENCE OF ONYX MOTOR VEHICLE CONTRACT PORTFOLIO
                             (DOLLARS IN THOUSANDS)

                                             YEAR ENDED DECEMBER 31,
                                       -------------------------------------
                                         1997         1998           1999
                                       ---------   -----------    ----------

Number of Motor Vehicle Contracts
  outstanding.........................    73,502       131,862       209,745

Period end outstanding..............   $ 757,277    $1,345,961    $2,133,460

Average outstanding.................   $ 563,343    $1,023,237    $1,728,875

Number of gross charge-offs.........       2,161         3,761         6,398

Gross charge-offs...................   $13,076.1    $ 20,639.9    $   37,024

Net charge-offs(1)..................   $11,433.9    $ 17,618.4    $   31,963

Net charge-offs as a percent of
  average outstanding...............       2.03%         1.72%         1.85%


- ---------------
(1)  Net charge-offs are gross charge-offs minus recoveries on motor vehicle
     contracts previously charged off.

                                       9



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