SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 6, 1999.
Oakwood Mortgage Investors, Inc.
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(Exact name of registrant as specified in charter)
North Carolina 333-58497 56-1886793
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7800 McCloud Road, Greensboro, North Carolina 27425-7081
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (336) 664-2400
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On or about May 10, 1999, the Registrant expects to enter into an
underwriting agreement with Credit Suisse First Boston Corporation and
NationsBanc Montgomery Securities LLC (the "Underwriters"), pursuant to which
the Underwriters will agreed to purchase and offer for sale to the public,
$255,621,150 aggregate initial principal amount of the Registrant's
Senior/Subordinated Pass-Through Certificates, Series 1999-B, Class A-1, Class
A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class B-1 and Class B-2 (the
"Offered Securities"). The Offered Securities are registered for sale under the
Registrant's effective shelf Registration Statement on Form S-3 (333-58497), and
are offered pursuant to a Prospectus, dated May 10, 1999, and a related
Prospectus Supplement, dated May 10, 1999, to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended and Rule
424 thereunder.
In connection with the offering of the Offered Securities, the Underwriters
have prepared and disseminated to potential purchasers certain "Series Term
Sheets", "Computational Materials" and/or "Structural Terms Sheet(s)," as such
terms are defined in the No-Action response letters to Greenwood Trust Company,
Discover Card Master Trust I (publicly available April 5, 1996), to Kidder,
Peabody and Co. Incorporated and certain affiliates thereof (publicly available,
May 20, 1994) and the No-Action response letter to Cleary, Gottlieb, Steen &
Hamilton on behalf of the Public Securities Association (publicly available,
February 17, 1995), respectively. In accordance with such No-Action Letter, the
Registrant is filing herewith such Series Term Sheets, Computational Materials
and/or Structural Terms Sheet(s) as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
Exhibits
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99.1 Copy of "Series Term Sheets", "Computational Materials" and/or
"Structural Terms Sheet(s)" as provided by Credit Suisse First Boston
Corporation and NationsBanc Montgomery Securities LLC
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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 thereunto duly authorized.
May 3, 1999 OAKWOOD MORTGAGE INVESTORS,
INC.
By: /s/ Douglas R. Muir
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Name: Douglas R. Muir
Title: Vice President
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INDEX TO EXHIBITS
Page
----
99.1 Copy of "Series Term Sheets", "Computational
Materials" and/or "Structural Terms Sheet(s)"
as provided by Credit Suisse First Boston
Corporation and NationsBanc Montgomery [Electronic
Securities LLC ......................................... Format]
-4-
SUBJECT TO REVISION
PRELIMINARY SERIES TERM SHEET DATED MAY 6, 1999
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(LOGO) $255,621,150
Oakwood Mortgage Investors, Inc.,
Depositor
Oakwood Acceptance Corporation,
Servicer
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1999-B
Attached is a preliminary Series Term Sheet describing the structure, collateral
pool and certain aspects of the Oakwood Mortgage Investors, Inc.
Senior/Subordinated Pass-Through Certificates, Series 1999-B. The Series Term
Sheet has been prepared by Oakwood Mortgage Investors, Inc. for informational
purposes only and is subject to modification or change. The information and
assumptions contained therein are preliminary and will be superseded by a
prospectus supplement and by any other additional information subsequently filed
with the Securities and Exchange Commission or incorporated by reference in the
Registration Statement.
Neither Credit Suisse First Boston, NationsBanc Montgomery Securities LLC nor
any of their respective affiliates makes any representation as to the accuracy
or completeness of any of the information set forth in the attached Series Term
Sheet. This cover sheet is not part of the Series Term Sheet.
A REGISTRATION STATEMENT (INCLUDING A BASE PROSPECTUS) RELATING TO THE
PASS-THROUGH CERTIFICATES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION AND HAS BEEN DECLARED EFFECTIVE. THE FINAL PROSPECTUS SUPPLEMENT
RELATING TO THE SECURITIES WILL BE FILED AFTER THE SECURITIES HAVE BEEN PRICED
AND ALL OF THE TERMS AND INFORMATION ARE FINALIZED. THIS COMMUNICATION IS NOT AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THE SECURITIES 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. INTERESTED PERSONS ARE REFERRED TO THE FINAL PROSPECTUS AND
PROSPECTUS SUPPLEMENT TO WHICH THE SECURITIES RELATE. ANY INVESTMENT DECISION
SHOULD BE BASED ONLY UPON THE INFORMATION IN THE FINAL PROSPECTUS AND PROSPECTUS
SUPPLEMENT AS OF THEIR PUBLICATION DATES.
Credit Suisse First Boston
NationsBanc Montgomery Securities LLC
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THIS SERIES TERM SHEET WILL BE SUPERSEDED IN ITS ENTIRETY BY THE
INFORMATION APPEARING IN THE PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND THE
SERIES 1999-B POOLING AND SERVICING AGREEMENT (INCLUDING THE JULY 1998 EDITION
TO THE STANDARD TERMS) TO BE DATED AS OF APRIL 1, 1999, AMONG OAKWOOD MORTGAGE
INVESTORS, INC., AS DEPOSITOR, OAKWOOD ACCEPTANCE CORPORATION, AS SERVICER, AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE.
The Offered Certificates........................
<TABLE>
<CAPTION>
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Average Modified
Moodys/ Fitch Life Duration First Last
Class Principal Description Ratings(2) (yrs)(3) Coupon (yrs) (3) Pay(3) Pay(3)
Amount(1)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 $61,200,000 Senior SEQ Aaa / AAA 1.10 . %(4) 1.04 6/99 7/01
A-2 $49,100,000 Senior SEQ Aaa / AAA 3.10 . %(5) 2.74 7/01 6/03
A-3 $28,700,000 Senior SEQ Aaa / AAA 5.10 . %(5) 4.23 6/03 10/05
A-4 $56,550,000 Senior SEQ Aaa / AAA 9.05 . %(5) 6.52 10/05 5/09
M-1 $17,893,000 Mezzanine Aa3 / AA 8.13 . %(5) (6) 5.94 12/03 5/09
M-2 $12,781,000 Mezzanine A2 / A 8.13 . %(5) (6) 5.84 12/03 5/09
B-1 $11,503,000 Subordinate Baa2 / BBB 6.00 . %(5) (6) 4.54 12/03 5/09
B-2 $17,894,150 Guarantee Baa3 / BBB- 10.00 . %(5) (6) 6.32 5/09 5/09
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(1) The aggregate initial principal balance of the Certificates may be increased
or decreased by up to 5%. Any such increase or decrease may be allocated
disproportionately among the Classes of Certificates. Accordingly, any
investor's commitments with respect to the Certificates may be increased or
decreased correspondingly.
(2) It is a condition to the issuance of the Certificates that they be rated as
above. A security rating is not a recommendation to buy, sell or hold
securities and may be object to revision of withdrawal at any time by the
assigning rating organization.
(3) Assumed that the Optional Termination is exercised on the May 2009
Distribution Date. Data run at a prepayment speed of 200% MHP.
(4) Based on One-Month LIBOR and subject to a cap of the Weighted Average Net
Asset Rate for the related Distribution Date. Computed on the basis of a
360-day year and the actual number of days in each Interest Accrual Period.
(5) Computed on the basis of a 360-day year of twelve 30-day months.
(6) The lesser of (i) specified rate per annum, or (ii) the Weighted Average Net
Asset Rate for the related Distribution Date.
Class Designations
CLASS A CERTIFICATES....................Class A-1, Class A-2 ,Class A-3, and Class A-4 Certificates.
CLASS M CERTIFICATES....................Class M-1 and Class M-2 Certificates.
CLASS B CERTIFICATES....................Class B-1 and Class B-2 Certificates.
SUBORDINATED CERTIFICATES...............Class M, Class B, Class X and Class R Certificates.
OFFERED CERTIFICATES....................Class A, Class M and Class B Certificates.
OFFERED SUBORDINATED CERTIFICATES.......Class M and Class B Certificates.
Other Certificates.........................The Class X and Class R Certificates are not being offered hereby. They are
expected to be sold initially to related entities of the Company, which may
offer them in the future in one or more privately negotiated transactions.
Denominations..............................The Offered Certificates will be Book-Entry Certificates only, in minimum
denominations of $1,000 and integral multiples of $1 in excess thereof.
Cut-off Date...............................April 1, 1999.
Distribution Dates.........................The fifteenth day of each month, (or if such fifteenth day is not a business
day, the next succeeding business day) commencing in June 1999 (each, a
"Distribution Date").
Record Date................................With respect to each Distribution Date, the close of business on the last
business day of the month preceding the month in which such Distribution Date
occurs (each, a "Record Date").
Interest Accrual Period....................With respect to each Distribution Date, (i) for the Class A-1 Certificates, the
period commencing on the 15th day of the preceding month through the 14th day of
the month in which such Distribution Date occurs (except that the first Interest
Accrual Period for the Class A-1 Certificates will be the period from the
Closing Date through June 14th, 1999), and (ii) for all other Classes of the
Offered Certificates, the calendar month preceding the month in which the
Distribution Date occurs (each, an "Interest Accrual Period").
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Distributions..............................The "Available Distribution Amount" for a Distribution Date generally will
include (1)(a) Monthly Payments of principal and interest due on the Assets
during the related Collection Period, to the extent such payments were actually
collected from the Obligors or advanced by the Servicer and (b) unscheduled
payments received with respect to the Assets during the related Prepayment
Period, including Principal Prepayments, proceeds of repurchases, Net
Liquidation Proceeds and Net Insurance Proceeds, less (2)(a) amounts required to
reimburse the Servicer for previously unreimbursed Advances in accordance with
the Agreement, (b) amounts required to reimburse the Company or the Servicer for
certain reimbursable expenses in accordance with the Agreement, (c) amounts
required to reimburse any party for an overpayment of a Repurchase Price for an
Asset in accordance with the Agreement, and (d)(i) if Oakwood is not the
Servicer, Serivicing Fees for the related Collection Period; (ii) if Oakwood is
the Servicier, 50% of the Servicing Fee for the related Collection Period for
Distribution Dates prior to May 2009, and on and after the May 2009 Distribution
Date, none of the Servicing Fees for the related Collection Period.
The Class A Principal Distribution Amount will, in general, be allocated
sequentially to the Class A Certificates in order of their numerical
designations. The Class M Principal Distribution Amount will be allocated pro
rata between the Class M-1 and the Class M-2 Certificates. The Class B Principal
Distribution Amount will be allocated sequentially to the Class B-1 and the
Class B-2 Certificates, except that prior to the May 2009 Distribution Date, the
Class B-2 Principal Distribution Amount will be distributed pro rata among Class
A, Class M and Class B-1 Certificates. Prior to the Cross-over Date or on any
Distribution Date as of which the Principal Distribution Tests are not met,
principal will be allocated solely to the Class A Certificates.
No principal will be distributable to the Class B-2 Certificateholders until the
May 2009 Distribution Date (unless the outstanding Assets are less than the
Class B-2 Certificate balance). The Class B-2 Certificates will receive
principal distributions equal to all amounts otherwise distributable in
accordance with "Priority of Distributions" below after distributions on the
Offered Certificates if the Class B-2 Certificates are outstanding on or after
the May 2009 Distribution Date.
Distributions will be made on each Distribution Date to holders of record on the
preceding Record Date. Distributions on a Class of Certificates will be
allocated among the Certificates of such Class in proportion to their respective
percentage interests.
Priority of Distributions..................On each Distribution Date the Available Distribution Amount will be distributed
in the following amounts and in the following order of priority: (1) first,
concurrently, to each Class of the Class A Certificates (a) first, the related
Interest Distribution Amount for such Distribution Date with the Available
Distribution Amount being allocated among such Classes pro rata based on their
respective Interest Distribution Amounts and (b) second, the related Carryover
Interest Distribution Amount, if any, for such Distribution Date, in each case
with the Available Distribution
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Amount being allocated among the Classes of Class A Certificates pro rata based
on their respective Carryover Interest Distribution Amounts; (2) second, to the
Class M-1 Certificates, (a) first, the related Interest Distribution Amount for
such Distribution Date and (b) second, the related Carryover Interest
Distribution Amount, if any, for such Distribution Date; (3) third, to the Class
M-2 Certificates, (a) first, the related Interest Distribution Amount for such
Distribution Date and (b) second, the related Carryover Interest Distribution
Amount, if any, for such Distribution Date; (4) fourth, to the Class B-1
Certificates, (a) first, the related Interest Distribution Amount for such
Distribution Date and (b) second, the related Carryover Interest Distribution
Amount, if any, for such Distribution Date; (5) fifth, concurrently, to each
Class of the Class A Certificates, the related Principal Distribution Shortfall
Carryover Amount for each such Class, if any, for such Distribution Date;
allocated among the Class A Certificates pro rata based on their respective
Principal Distribution Shortfall Carryover Amounts; (6) sixth, to the Class A-1
Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the
Class A-4 Certificates, the Class A Principal Distribution Amount, allocated in
the following sequential order: (i) first, to the Class A-1 Certificates in
reduction of the Certificate Principal Balance of such Class, until it has been
reduced to zero; (ii) second, to the Class A-2 Certificates in reduction of the
Certificate Principal Balance of such Class, until it has been reduced to zero;
(iii) third, to the Class A-3 Certificates in reduction of the Certificate
Principal Balance of such Class, until it has been reduced to zero; and (iv)
fourth, to the Class A-4 Certificates in reduction of the Certificate Principal
Balance of such Class, until it has been reduced to zero; PROVIDED, HOWEVER,
that on any Distribution Date on which the Pool Scheduled Principal Balance is
less than the aggregate Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date, the Class A Principal
Distribution Amount will be allocated among the Class A Certificates PRO RATA
based upon their respective Certificate Principal Balances. (7) seventh, to the
Class M-1 Certificates, (a) first, any related Writedown Interest Distribution
Amount for such Distribution Date, (b) second, any related Carryover Writedown
Interest Distribution Amount for such Distribution Date, (c) third, any related
Principal Distribution Shortfall Carryover Amount, and (d) fourth, any related
Principal Distribution Amount until the Class M-1 Certificate Principal Balance
is reduced to zero; (8) eighth, to the Class M-2 Certificates, (a) first, any
related Writedown Interest Distribution Amount for such Distribution Date, (b)
second, any related Carryover Writedown Distribution Amount for such
Distribution Date, (c) third, any related Principal Distribution Shortfall
Carryover Amount, and (d) fourth, any related Principal Distribution Amount
until the Class M-2 Certificate Principal Balance is reduced to zero; (9) ninth,
to the Class B-1 Certificates, (a) first, any related Writedown Interest
Distribution Amount for such Distribution Date, (b) second, any related
Carryover Writedown Interest Distribution Amount for such Distribution Date, (c)
third, any related Principal Distribution Shortfall Carryover Amount, and (d)
fourth, any related Principal Distribution Amount until the Class B-1
Certificate Principal Balance is reduced to zero; (10) tenth, to the Class B-2
Certificates, (a) first, the related Interest Distribution Amount for such
Distribution Date and (b) second, the related Carryover Interest Distribution
Amount, if any, for such Distribution Date; (11) eleventh, to the Class B-2
Certificates, (a) first any related Writedown Interest Distribution Amount for
such Distribution Date, (b) second, any related Carryover Writedown
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Interest Distribution Amount for such Distribution Date, (c) third, any related
Principal Distribution Shortfall Carryover Amount, and (d) fourth, any related
Principal Distribution Amount until the Class B-2 Certificate Principal Balance
is reduced to zero; (12) twelfth, to the Servicer, the following amounts in
sequential order: (i) as long as Oakwood is the Servicer, 50% of the Servicing
Fee with respect to any Distribution Date prior to May 2009, otherwise 100% of
the Servicing Fee with respect to such Distribution Date; and (ii) any Servicing
Fees from previous Distribution Dates remaining unpaid; (13) thirteenth, to the
Class X Certificates, in the following sequential order: (i) the current Class X
Strip Amount; and (ii) any Class X Strip Amounts from previous Distribution
Dates remaining unpaid; and (14) finally, any remainder to the Class R
Certificates.
The primary credit support for the Class A Certificates is the subordination of
the Subordinated Certificates; for the Class M-1 Certificates is the
subordination of the Class M-2, Class B, Class X and Class R Certificates; for
the Class M-2 Certificates is the subordination of the Class B, Class X and
Class R certificates; for the Class B-1 Certificates is the subordination of the
Class B-2, Class X and Class R certificates; and for the Class B-2 Certificates
is the subordination of the Class X and Class R Certificates plus the Limited
Guarantee of certain collections of principal and interest on the Assets by
Oakwood Homes.
Cross-over Date............................The later to occur of (a) the Distribution Date occurring in December 2003 or
(b) the first Distribution Date on which the percentage equivalent of a fraction
(which shall not be greater than 1) the numerator of which is the sum of the
Adjusted Certificate Principal Balance of the Subordinated Certificates and the
Overcollateralization Amount for such Distribution Date and the denominator of
which is the Pool Scheduled Principal Balance on such Distribution Date, equals
or exceeds 1.75 times the percentage equivalent of a fraction (which shall not
be greater than 1) the numerator of which is the initial aggregate Adjusted
Certificate Principal Balance of the Subordinated Certificates and the
denominator of which is the Pool Scheduled Principal Balance on the Cut-off
Date.
Performance Test...........................The Average 60-Day Delinquency Ratio is less than or equal to 5%; the Average
30-Day Delinquency Ratio is less than or equal to 7%, the Current Realized Loss
Ratio is less than or equal to 2.75%; and the Cumulative Realized Losses are
less than or equal to the percentage of the Aggregate Cut-off Date Pool
Principal Balance set forth below:
7% December 2003 through May 2005,
8% June 2005 through May 2006,
9% June 2006 through November 2007, and
10.5% thereafter.
Limited Guarantee..........................The Class B-2 Certificateholders will have the benefit of a limited guarantee
provided by Oakwood Homes of certain collections on the Assets. The Limited
Guarantee will not be available to support other Classes of Certificates.
Allocation of Writedown Amounts............The "Writedown Amount" for any Distribution Date will be the amount, if any, by
which the aggregate Certificate Principal Balance of all Certificates, after
all distributions have been made on the Certificates on such Distribution Date,
exceeds the Pool Scheduled Principal Balance of the Assets for the next
Distribution Date. The Writedown Amount will be allocated among the Classes of
Subordinated Certificates in the following
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order of priority:
(1) first, to the Class B-2 Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been
reduced to zero;
(2) second, to the Class B-1 Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been
reduced to zero;
(3) third, to the Class M-2 Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been
reduced to zero; and
(4) fourth, to the Class M-1 Certificates, to be applied in reduction of the
Adjusted Certificate Principal Balance of such Class until it has been
reduced to zero.
Advances...................................For each Distribution Date, the Servicer will be obligated to make an advance (a
"P&I Advance") in respect of any delinquent Monthly Payment that will, in the
Servicer's judgement, be recoverable from late payments on or Liquidation
Proceeds from such Asset. The Servicer will also be obligated to make Advances
("Servicing Advances" and, together with P&I Advances, "Advances") in respect of
Liquidation Expenses and certain taxes and insurance premiums not paid by an
Obligor on a timely basis, to the extent the Servicer deems such Servicing
Advances recoverable out of Liquidation Proceeds or from subsequent collections.
P&I Advances and Servicing Advances are reimbursable to the Servicer under
certain circumstances.
Final Scheduled Distribution Dates.........Based on the assumptions that (i) there are no defaults, prepayments or
delinquencies with respect to payments due on the Assumed Contract
Characteristics, and (ii) the optional termination right is not exercised by the
Servicer, the Final Scheduled Distribution Dates for each of the Classes are set
forth below. It is anticipated that the actual final Distribution Date for each
Class may occur earlier than the Final Schedule Distribution Dates. In the event
of large losses and delinquencies on the Contracts, however, the actual payment on
certain of the subordinate classes of Certificates may occur later than the Final
Scheduled Distribution Dates and in certain scenarios, holders of such classes may
incur a loss on their investment.
Final Scheduled
Distribution Dates
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Class A-1 Certificates.......... May 15, 2009
Class A-2 Certificates.......... December 15, 2013
Class A-3 Certificates.......... November 15, 2017
Class A-4 Certificates.......... December 15, 2026
Class M-1 Certificates.......... December 15, 2026
Class M-2 Certificates.......... December 15, 2026
Class B-1 Certificates.......... December 15, 2026
Class B-2 Certificates.......... November 15, 2011
Optional Termination.......................The Servicer at its option and subject to the limitations imposed by the
Agreement, will have the option to purchase from the Trust Estate all Assets
then outstanding and all other property in the Trust Estate on any Distribution
Date occurring on or after the later of (i) the Distribution Date in
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May 2009, and (ii) the date on which the amount of outstanding assets falls to a
level at which, in the reasonable opinion of the Servicer, the cost of servicing
those assets exceeds the revenues.
Auction Sale...............................If the Servicer does not exercise its optional termination right within 90 days
after it first becomes eligible to do so, the Trustee shall solicit bids for the
purchase of all Assets then outstanding and all other property in the Trust
Estate. In the event that satisfactory bids are received, the sale proceeds will
be distributed to Certificateholders.
The Assets.................................The Trust will consist of (1) fixed rate manufactured housing installment sales
contracts (the "Contracts") secured by security interests in manufactured homes,
as defined herein (the "Manufactured Homes"), and with respect to certain of the
Contracts ("Land Secured Contracts"), secured by liens on the real estate on
which the related Manufactured Homes are located, and (2) fixed rate mortgage
loans secured by first liens on the real estate to which the related
Manufactured Homes are deemed permanently affixed (the "Mortgage Loans," and
together with the Contracts, the "Assets"). The Asset Pool consists of
approximately 5,860 Assets having an aggregate Scheduled Principal Balance as of
the Cut-off Date of $255,621,150.90.
As of the Cut-off Date, approximately 25.34% of the Assets are Mortgage Loans
and approximately 3.17% of the Assets are Land Secured Contracts. Based on
Cut-off Date Pool Scheduled Principal Balance, approximately 77.87% of the
Assets are secured by Manufactured Homes which were new, approximately 2.49% of
the Assets are secured by Manufactured Homes which were used, approximately
17.12% of the Assets are secured by Manufactured Homes which were repossessed
and approximately 2.51% of the Assets are secured by Manufactured Homes which
were transferred. As of the Cut-off Date, the Assets were secured by
Manufactured Homes or Mortgaged Properties (or Real Properties, in the case of
Land Secured Contracts) located in 38 states, Washington DC and Puerto Rico, and
approximately 18.38% and 17.29% of the Assets were secured by Manufactured Homes
or Mortgaged Properties located in North Carolina and Texas, respectively (based
on the mailing addresses of the Obligors on the Assets as of the Cut-off Date).
Each Asset bears interest at an annual percentage rate (an "APR") of at least
6.90% and not more than 13.50%. The weighted average APR of the Assets as of the
Cut-off Date is approximately 10.34%. The Assets have remaining terms to
maturity as of the Cut-off Date of at least 9 months but not more than 360
months and original terms to stated maturity of at least 12 months but not more
than 360 months. As of the Cut-off Date, the Assets had a weighted average
original term to stated maturity of approximately 282 months, and a weighted
average remaining term to stated maturity of approximately 281 months. The
Assets have Loan-to-Value Ratios as of the Cut-off Date of at least 13.56% but
not more than 100.00%. As of the Cut-off Date, the Assets had a weighted average
Loan-to-Value Ratio of approximately 92.43%. The final scheduled payment date on
the Asset with the latest maturity occurs in April 2029.
The Servicer will be required to cause to be maintained one or more standard
hazard insurance policies with respect to each Manufactured Home and Mortgaged
Property.
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Certain Federal Income Tax
Consequences.............................For federal income tax purposes, the Trust Estate will be treated as one or more
real estate mortgage investment conduits (each, a"REMIC"). The Class A, Class M,
Class B and Class X Certificates will constitute "regular interests" in a REMIC
for federal income tax purposes. The Class R Certificates will be treated as the
sole class of "residual interests" in each REMIC for federal income tax
purposes.
Recent Developments........................During November and December, 1998, Oakwood Homes and some of its officers and
directors were named as defendants in lawsuits filed on behalf of purchasers of
Oakwood Homes' common stock between April 11, 1997 and July 21, 1998. These
suits were filed in the United States District Court for the Middle District of
North Carolina and in the United States District Court for the Eastern District
of Arkansas. They allege violations of the Exchange Act in the statements made
by Oakwood Homes concerning its business and financial operations. Oakwood Homes
intends to defend these suits vigorously. Oakwood Mortgage believes that these
lawsuits will not adversely affect payments to be made on your certificates.
ERISA Considerations.......................Fiduciaries of employee benefit plans and certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans, and collective investment funds in which such plans, accounts, annuities
or arrangements are invested, that are subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or corresponding provisions of the
Code (any of the foregoing, a "Plan"), persons acting on behalf of a Plan, or
persons using the assets of a Plan ("Plan Investors") should consult with their
own counsel to determine whether the purchase or holding of the Offered
Certificates could give rise to a transaction that is prohibited either under
ERISA or the Code.
BECAUSE THE OFFERED SUBORDINATED CERTIFICATES ARE SUBORDINATED SECURITIES, THEY
WILL NOT SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS.
AS A RESULT, THE PURCHASE OR HOLDING OF ANY OF THE OFFERED SUBORDINATED
CERTIFICATES BY A PLAN INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED
TRANSACTION OR RESULT IN THE IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES.
ACCORDINGLY, NONE OF THE OFFERED SUBORDINATED CERTIFICATES ARE OFFERED FOR SALE,
AND ARE NOT TRANSFERABLE, TO A PLAN INVESTOR, UNLESS SUCH PLAN INVESTOR PROVIDES
THE SELLER AND THE TRUSTEE WITH A BENEFIT PLAN OPINION, OR THE CIRCUMSTANCES
DESCRIBED IN CLAUSE (II) BELOW ARE SATISFIED. UNLESS SUCH OPINION IS DELIVERED,
EACH PERSON ACQUIRING AN OFFERED SUBORDINATED CERTIFICATE WILL BE DEEMED TO
REPRESENT TO THE TRUSTEE, THE SELLER AND THE SERVICER THAT EITHER (I) SUCH
PERSON IS NOT A PLAN INVESTOR SUBJECT TO ERISA OR SECTION 4975 OF THE CODE, OR
(II) SUCH PERSON IS AN INSURANCE COMPANY THAT IS PURCHASING AN OFFERED
SUBORDINATED CERTIFICATE WITH FUNDS FROM ITS "GENERAL ACCOUNT" AND THE
PROVISIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL APPLY TO EXEMPT
THE PURCHASE, HOLDING AND RESALE OF SUCH CERTIFICATE, AND TRANSACTIONS IN
CONNECTION WITH THE SERVICING, OPERATION AND MANAGEMENT OF THE TRUST FROM THE
PROHIBITED TRANSACTION RULES OF ERISA AND THE CODE.
7
<PAGE>
Legal Investment Considerations............The Class A and Class M-1 Certificates are expected to constitute "mortgage
related securities" for purposes of the Secondary Mortgage Market Enhancement
Act of 1984 ("SMMEA").
THE CLASS M-2 AND CLASS B CERTIFICATES ARE NOT "MORTGAGE RELATED SECURITIES" FOR
PURPOSES OF SMMEA BECAUSE SUCH CERTIFICATES ARE NOT RATED IN ONE OF THE TWO
HIGHEST RATING CATEGORIES BY A NATIONALLY RECOGNIZED RATING AGENCY.
</TABLE>
8
<PAGE>
DELINQUENCY, LOAN LOSS AND REPOSSESSION EXPERIENCE
The following tables set forth certain information, for the periods
indicated, concerning (1) the asset servicing portfolio, (2) the delinquency
experience and (3) the loan loss and repossession experience of the portfolio of
manufactured housing installment sales contracts and residential mortgage loans
serviced by Oakwood. Because delinquencies, losses and repossessions are
affected by a variety of economic, geographic and other factors, there can be no
assurance that the delinquency and loss experience of the Assets will be
comparable to that set forth below.
<TABLE>
<CAPTION>
ASSET SERVICING PORTFOLIO
(DOLLARS IN THOUSANDS)
AT SEPTEMBER 30, DECEMBER 31,
----------------------------------------------------------------- ---------------------------
1994 1995 1996 1997 1998 1997 1998
------------- ---------- ----------- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced Assets
Oakwood Originated ....... 39,273 51,566 67,120 89,411 111,351 94,570 114,697
Acquired Portfolios ...... 5,773 4,872 4,177 3,602 2,818 3,404 2,635
Aggregate Outstanding Principal
Balance of Serviced Assets
Oakwood Originated ....... $757,640 $1,130,378 $1,687,406 $2,499,794 $3,536,657 $2,724,953 $3,692,078
Acquired Portfolios ...... $ 85,227 $ 70,853 $ 57,837 $ 47,027 $ 35,882 $ 43,677 $ 32,734
Average Outstanding Principal
Balance per Serviced Asset
Oakwood Originated ....... $ 19.3 $ 21.9 $ 25.1 $ 28.0 $ 31.8 $ 28.8 $ 32.2
Acquired Portfolios ...... $ 14.8 $ 14.5 $ 13.8 $ 13.1 $ 12.7 $ 12.8 $ 12.4
Weighted Average Interest Rate
of Serviced Assets
Oakwood Originated ....... 12.2% 12.0% 11.5% 11.0% 10.8% 11.0% 10.7%
Acquired Portfolios ...... 11.0% 11.3% 11.2% 11.1% 11.0% 11.1% 11.0%
</TABLE>
<TABLE>
<CAPTION>
DELINQUENCY EXPERIENCE (1)
(DOLLARS IN THOUSANDS)
AT SEPTEMBER 30, DECEMBER 31,
-------------------------------------------------- --------------------
1994 1995 1996 1997 1998 1997 1998
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced Assets
Oakwood Originated.................. 39,273 51,566 67,120 89,411 111,351 94,570 114,697
Acquired Portfolios................. 5,773 4,872 4,177 3,602 2,818 3,404 2,635
Number of Delinquent Assets (2)..........
Oakwood Originated:.................
30-59 Days......................... 350 601 835 1,171 2,345 2,342 2,695
60-89 Days......................... 97 185 308 476 906 598 973
90 Days or More.................... 198 267 492 716 1,222 880 1,474
Total Number of Assets Delinquent 645 1,053 1,635 2,363 4,473 3,820 5,142
Acquired Portfolios.................
30-59 Days......................... 127 63 66 90 75 85 52
60-89 Days......................... 49 17 23 23 31 20 19
90 Days or More.................... 98 76 62 75 57 69 53
Total Number of Assets Delinquent 274 156 151 188 163 174 124
Total Delinquencies as a Percentage of
Serviced Assets (3).................
Oakwood Originated.................. 1.6% 2.0% 2.4% 2.6% 4.0% 4.0% 4.5%
Acquired Portfolios................. 4.7% 3.2% 3.6% 5.2% 5.8% 5.1% 4.7%
</TABLE>
- ---------------
(1) Assets that are already the subject of repossession or foreclosure
procedures are not included in "delinquent assets" for purposes of this
table.
(2) The period of delinquency is based on the number of days payments are
contractually past due (assuming 30-day months). Consequently, a payment due
on the first day of a month is not 30 days delinquent until the first day of
the next month.
(3) By number of assets.
9
<PAGE>
LOAN LOSS/REPOSSESSION EXPERIENCE
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AT OR FOR THE FISCAL YEAR AT OR FOR THE THREE
ENDED MONTHS ENDED
SEPTEMBER 30, DECEMBER 31,
------------------------------------------------------------ ------------------------
1994 1995 1996 1997 1998 1997 1998
--------- ---------- ---------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced
Assets (1)................. 45,046 56,438 71,297 93,013 114,169 97,974 117,332
Average Number of Serviced
Assets During Period....... 37,788 50,742 63,868 82,155 103,591 95,494 115,751
Number of Serviced
Assets Repossessed......... 1,241 1,718 2,746 3,885 5,411 1,208 1,865
Serviced Assets Repossessed as a
Percentage of Total Serviced
Assets (2)................. 2.75% 3.04% 3.85% 4.18% 4.74% 4.93%(6) 6.36%(6)
Serviced Assets Repossessed as a
Percentage of Average Number
of Serviced Assets......... 3.28% 3.39% 4.30% 4.73% 5.22% 5.06%(6) 6.44%(6)
Average Outstanding Principal
Balance of Assets (3)......
Oakwood Originated......... $701,875 $976,905 $1,409,467 $2,065,033 $2,978,235 $2,570,959 $3,573,337
Acquired Portfolios........ $30,432 $30,235 $27,351 $22,943 $19,179 $20,659 $16,276
Net Losses from Asset
Liquidation(4):
Total Dollars (3)..........
Oakwood Originated....... $4,630 $7,303 $14,248 $26,872 $45,189 $7,865 $14,266
Acquired Portfolios...... $203 $473 $592 $528 $220 $35 $34
As a Percentage of Average
Outstanding Principal Balance
of Assets (3) (5)
Oakwood Originated....... 0.66% 0.75% 1.01% 1.30% 1.52% 1.22%(6) 1.60%(6)
Acquired Portfolios...... 0.67% 1.56% 2.16% 2.30% 1.15% 0.68%(6) 0.84%(6)
</TABLE>
(1) As of period end.
(2) Total number of serviced assets repossessed during the applicable period
expressed as a percentage of the total number of serviced assets at the end
of the applicable period.
(3) Includes assets originated by Oakwood Acceptance Corporation and serviced by
Oakwood Acceptance Corporation and others.
(4) Net losses represent all losses incurred on Oakwood Acceptance
Corporation-serviced portfolios. Such amounts include estimates of net
losses with respect to certain defaulted assets. Charges to the losses
reserves in respect of a defaulted asset generally are made before the
defaulted asset becomes a liquidated asset. The length of the accrual period
for the amount of accrued and unpaid interest include in the calculation of
the net loss varies depending upon the period in which the loss was charged
and whether the asset was owned by an entity other than Oakwood Acceptance
Corporation.
(5) Total net losses incurred on assets liquidated during the applicable period
expressed as a percentage of the average outstanding principal balance of
all assets at the end of the applicable period.
(6) Annualized.
The data presented in the foregoing tables are for illustrative
purposes only and there is no assurance that the delinquency, loan loss or
repossession experience of the Assets will be similar to that set forth above.
The delinquency, loan loss and repossession experience of manufactured housing
contracts historically has been sharply affected by a downturn in regional or
local economic conditions. These regional or local economic conditions are often
volatile, and no predictions can be made regarding future economic conditions in
any particular area. These downturns have tended to increase the severity of
loss on repossession because of the increased supply of used manufactured homes,
which in turn may affect the supply in other regions.
10
<PAGE>
Whenever reference is made herein to a percentage of the Assets (or to
a percentage of the Scheduled Principal Balance of the Assets), the percentage
is calculated based on the Scheduled Principal Balances ("SPB") of the Assets as
of the Cut-off Date. In addition, numbers in any columns in the tables below may
not sum exactly to the total number at the bottom of the column due to rounding.
GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
GEOGRAPHIC LOCATION ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ------------------- ------ -------------------- -----------------
<S> <C> <C> <C>
Alabama.................... 201 $ 7,762,861 3.04%
Alaska..................... 1 69,634 0.03
Arizona.................... 218 14,726,820 5.76
Arkansas................... 85 3,298,153 1.29
California................. 36 2,722,896 1.07
Colorado................... 37 2,059,599 0.81
Delaware................... 43 1,545,953 0.60
Florida.................... 153 7,639,545 2.99
Georgia.................... 275 12,165,972 4.76
Idaho...................... 70 4,845,515 1.90
Illinois................... 9 375,622 0.15
Indiana.................... 4 91,690 0.04
Kansas..................... 59 2,414,419 0.94
Kentucky................... 114 4,149,102 1.62
Louisiana.................. 278 11,528,355 4.51
Maryland................... 12 475,726 0.19
Massachusetts.............. 1 24,702 0.01
Michigan................... 15 778,959 0.30
Minnesota.................. 1 30,571 0.01
Mississippi................ 236 9,321,312 3.65
Missouri................... 102 4,028,652 1.58
Nevada..................... 16 858,160 0.34
New Jersey................. 1 28,613 0.01
New Mexico................. 147 6,668,294 2.61
New York................... 2 48,829 0.02
North Carolina............. 1,216 46,992,819 18.38
Ohio....................... 68 2,774,389 1.09
Oklahoma................... 99 3,751,324 1.47
Oregon..................... 110 10,573,860 4.14
Pennsylvania............... 5 208,693 0.08
Puerto Rico................ 1 79,917 0.03
South Carolina............. 424 16,145,437 6.32
Tennessee.................. 262 10,027,758 3.92
Texas...................... 1,098 44,192,191 17.29
Utah....................... 29 1,913,587 0.75
Virginia................... 260 10,180,746 3.98
Washington................. 97 8,942,501 3.50
Washington DC.............. 1 26,433 0.01
West Virginia.............. 72 2,103,868 0.82
Wisconsin.................. 2 47,674 0.02
-------- ------------ --------
Total................... 5,860 $255,621,151 100.00%
===== ============ ======
</TABLE>
(1) Based on the mailing address of the Obligor on the related Asset as of the
Cut-off Date.
11
<PAGE>
YEAR OF ORIGINATION OF ASSETS (1)
<TABLE>
<CAPTION>
AGGREGATE
NUMBER OF SCHEDULED PERCENTAGE OF
YEAR OF ORIGINATION ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ------------------- ------ ----------------- -----------------
<S> <C> <C> <C>
1987..................... 1 $ 7,310 0.00%
1993..................... 2 31,195 0.01
1994..................... 2 26,585 0.01
1995..................... 3 46,015 0.02
1996..................... 18 578,871 0.23
1997..................... 27 1,036,776 0.41
1998..................... 1,544 75,374,779 29.49
1999..................... 4,263 178,519,621 69.84
----- ------------- -------
Total............... 5,860 $255,621,151 100.00%
===== ============ ======
</TABLE>
- ------------------
(1) The weighted average seasoning of the Assets was approximately 2 months as
of the Cut-off Date.
<TABLE>
<CAPTION>
DISTRIBUTION OF ORIGINAL ASSET AMOUNTS(1)
AGGREGATE
NUMBER OF SCHEDULED PERCENTAGE OF
ORIGINAL ASSET AMOUNT ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- --------------------- ------ ----------------- -----------------
<S> <C> <C> <C>
$ 4,999 or less.............. 27 $ 102,570 0.04%
$ 5,000 - $ 9,999......... 136 1,038,806 0.41
$ 10,000 - $ 14,999.......... 220 2,745,472 1.07
$ 15,000 - $ 19,999.......... 263 4,576,525 1.79
$ 20,000 - $ 24,999.......... 408 9,259,624 3.62
$ 25,000 - $ 29,999.......... 890 24,352,803 9.53
$ 30,000 - $ 34,999.......... 895 29,117,238 11.39
$ 35,000 - $ 39,999.......... 626 23,144,476 9.05
$ 40,000 - $ 44,999.......... 323 13,621,519 5.33
$ 45,000 - $ 49,999.......... 274 12,911,618 5.05
$ 50,000 - $ 54,999.......... 250 13,050,591 5.11
$ 55,000 - $ 59,999.......... 210 12,044,484 4.71
$ 60,000 - $ 64,999.......... 270 16,878,603 6.60
$ 65,000 - $ 69,999........... 252 16,927,776 6.62
$ 70,000 - $ 74,999.......... 147 10,625,681 4.16
$ 75,000 - $ 79,999.......... 129 9,975,481 3.90
$ 80,000 - $ 84,999.......... 97 7,966,532 3.12
$ 85,000 - $ 89,999.......... 83 7,256,973 2.84
$ 90,000 - $ 94,999.......... 63 5,819,242 2.28
$ 95,000 - $ 99,999.......... 65 6,324,412 2.47
$100,000 or more............... 232 27,880,726 10.91
------ -------------- ---------
Total..................... 5,860 $255,621,151 100.00%
===== ============ ======
</TABLE>
(1) The highest original Asset amount was $194,682, which represents
approximately 0.08% of the aggregate principal balance of the Assets at
origination. The average original principal amount of the Assets was
approximately $43,760 as of the Cut-off Date.
12
<PAGE>
<TABLE>
<CAPTION>
ASSET RATES (1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
ASSET RATE ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ---------- ------ ----------------- -----------------
<S> <C> <C> <C>
6.000% - 6.999%............ 84 $ 5,493,997 2.15%
7.000% - 7.999%............ 421 34,984,016 13.69
8.000% - 8.999%........... 675 44,900,108 17.57
9.000% - 9.999%.......... 640 37,713,930 14.75
10.000% - 10.999%.......... 523 23,766,488 9.30
11.000% - 11.999%.......... 1,584 47,350,602 18.52
12.000% - 12.999%.......... 1,627 51,747,322 20.24
13.000% - 13.999%.......... 306 9,664,687 3.78
----- ------------- ------
Total................. 5,860 $255,621,151 100.00%
===== ============ ======
</TABLE>
(1) The weighted average Asset Rate was approximately 10.34% as of the Cut-off
Date. This table reflects Asset Rates of the Step-up Rate Loans as of the
Cut-off Date and does not reflect any subsequent increases in the Rates of
the Step-up Rate Loans.
REMAINING TERMS TO MATURITY OF ASSETS (IN MONTHS) (1)
<TABLE>
<CAPTION>
REMAINING TERM NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
TO MATURITY ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ----------- ------ ----------------- -----------------
<S> <C> <C> <C>
1 - 60 months........... 214 $ 1,897,012 0.74%
61 - 96 months........... 142 1,913,331 0.75
97 - 120 months........... 245 4,967,990 1.94
121 - 156 months........... 394 9,050,969 3.54
157 - 180 months........... 940 28,923,766 11.32
181 - 216 months........... 121 3,946,218 1.54
217 - 240 months........... 1,611 59,329,005 23.21
241 - 300 months........... 905 43,338,923 16.95
301 - 360 months........... 1,288 102,253,937 40.00
----- ------------- -------
Total.................... 5,860 $255,621,151 100.00%
===== ============ ======
</TABLE>
(1) The weighted average remaining term to maturity of the Assets was
approximately 281 months as of the Cut-off Date.
ORIGINAL TERMS TO MATURITY OF ASSETS (IN MONTHS) (1)
<TABLE>
<CAPTION>
ORIGINAL TERM NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
TO MATURITY ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ----------- ------ ----------------- -----------------
<S> <C> <C> <C>
1 - 60 months........... 212 $ 1,879,500 0.74%
61 - 96 months........... 139 1,842,121 0.72
97 - 120 months........... 244 4,973,332 1.95
121 - 156 months........... 390 8,928,566 3.49
157 - 180 months........... 950 29,129,547 11.40
181 - 216 months........... 118 3,853,396 1.51
217 - 240 months........... 1,614 59,421,827 23.25
241 - 300 months........... 905 43,338,923 16.95
301 - 360 months........... 1,288 102,253,937 40.00
----- ------------- -------
Total.................... 5,860 $255,621,151 100.00%
===== ============ ======
</TABLE>
(1) The weighted average original term to maturity of the Assets was
approximately 282 months as of the Cut-off Date.
13
<PAGE>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF ASSETS(1)
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
LOAN-TO VALUE RATIO(2) ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ---------------------- ------ ----------------- -----------------
<S> <C> <C> <C>
50% or less................ 38 $ 1,092,006 0.43%
51% - 55%.................... 24 861,584 0.34
56% - 60%.................... 19 886,969 0.35
61% - 65%.................... 23 959,687 0.38
66% - 70%.................... 55 2,435,469 0.95
71% - 75%.................... 95 3,356,398 1.31
76% - 80%.................... 216 8,750,076 3.42
81% - 85%.................... 452 16,478,229 6.45
86% - 90%.................... 1,084 38,997,536 15.26
91% - 95%.................... 1,973 83,783,968 32.78
96% - 100%................... 1,881 98,019,228 38.35
----- -------------- --------
Total................... 5,860 $255,621,151 100.00%
===== ============ ======
</TABLE>
(1) The weighted average original Loan-to-Value Ratio of the Assets was
approximately 92.43% as of the Cut-off Date.
(2) Rounded to nearest 1%.
"Loan-to-Value Ratio" means, (a) with respect to each Contract, (i) as
to each Contract with respect to which a lien on land is required for
underwriting purposes, the ratio, expressed as a percentage, of the principal
amount of such Contract to the sum of the purchase price of the home (including
taxes, insurance and any land improvements), the tax value or appraised value of
the land and the amount of any prepaid finance charges or closing costs that are
financed; and (ii) as to each other Contract, the ratio, expressed as a
percentage, of the principal amount of such Contract to the purchase price of
the home (including taxes, insurance and any land improvements) and the amount
of any prepaid finance charges or closing costs that are financed; and (b) with
respect to each Mortgage Loan, the ratio, expressed as a percentage, of the
principal amount of such Mortgage Loan at the time of determination, to either
(i) the sum of the appraised value of the land and improvements, and the amount
of any prepaid finance charges or closing costs that are financed or (ii) the
sum of the purchase price of the home (including taxes, insurance and any land
improvements), the appraised value of the land and the amount of any prepaid
finance charges or closing costs that are financed:
14
