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) August 25, 1999.
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Oakwood Mortgage Investors, Inc.
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(Exact name of registrant as specified in charter)
Nevada 333-72621 88-0396566
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 949-0056
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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 August 27, 1999, the Registrant expects to enter into an
underwriting agreement with Credit Suisse First Boston Corporation and First
Union Capital Markets Corp. (the "Underwriters"), pursuant to which the
Underwriters will agree to purchase and offer for sale to the public,
$262,957,000 aggregate initial principal amount of the Registrant's
Senior/Subordinated Pass-Through Certificates, Series 1999-D, Class A-1, Class
M-1 and Class M-2 (the "Offered Securities"). The Offered Securities will be
registered for sale under the Registrant's effective shelf Registration
Statement on Form S-3 (333-72621), and will be offered pursuant to a Prospectus,
dated August 27, 1999, and a related Prospectus Supplement, dated August 27,
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 letter to
Greenwood Trust Company, Discover Card Master Trust I (publicly available April
5, 1996), in the No-Action response letter to Kidder, Peabody & Co.,
Incorporated and certain affiliates thereof (publicly available May 20, 1994)
and in the No-Action Letter 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 letters, the
Registrant is filing herewith such Series Term Sheets, Computational Materials,
and/or Structural Terms Sheets as Exhibit 99.1.
In addition, the Registrant is filing Exhibits 5.1, 8.1 and 23.1 listed
in Item 7(c) below in connection with the proposed issuance of the Offered
Securities.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
5.1 Legality Opinion of Messrs. Hunton & Williams
8.1 Tax Opinion of Messrs. Hunton & Williams (included in Exhibit 5.1)
23.1 Consent of Messrs. Hunton & Williams (included in Exhibit 5.1)
99.1 Copy of "Series Term Sheets," "Computational Materials," and/or
"Structural Terms Sheets" as provided by the Underwriters.
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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.
August 25, 1999 OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Dennis W. Hazelrigg
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Name: Dennis W. Hazelrigg
Title: President
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INDEX TO EXHIBITS
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Page
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5.1 Legality Opinion of Messrs. Hunton & Williams.................[Electronic Format]
8.1 Tax Opinion of Messrs. Hunton & Williams
(included in Exhibit 5.1) ....................................[Electronic Format]
23.1 Consent of Messrs. Hunton & Williams
(included in Exhibit 5.1).....................................[Electronic Format]
99.1 Copy of "Series Term Sheets," "Computational
Materials," and/or "Structural Terms Sheets"
as provided by the Underwriters...............................[Electronic Format]
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[Hunton & Williams Letterhead]
August 25, 1999
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive
Las Vegas, Nevada 89109
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1999-D
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Ladies and Gentlemen:
We have acted as special counsel for Oakwood Mortgage Investors, Inc., a
Nevada corporation (the "Company"), in connection with the proposed issuance and
sale of the Company's Senior/Subordinated Pass-Through Certificates, Series
1999-D, Class A-1, Class M-1 and Class M-2 Certificates (the "Certificates") by
OMI Trust 1999-D (the "Trust"). In order to express our opinion hereinafter
stated, we have examined the form of Pooling and Servicing Agreement, including
the Standard Terms thereto, and form of Sales Agreement (collectively the
"Transaction Documents") filed as an exhibit to the Company's registration
statement on Form S-3 (No. 333-72621) (the "Registration Statement"). We have
also examined such statutes, corporate records and other instruments and
documents as we have deemed necessary for the purposes of this opinion.
Based on and subject to the foregoing, we are of the opinion that:
1. (a) When the Transaction Documents each have been duly completed, authorized,
executed and delivered by all of the parties thereto to reflect the specific
terms of the transaction, (b) if the parties to the Transaction Documents comply
(without waiver) with all of the provisions thereof, and (c) if elections
properly are made and filed for each of the pooling assets and the issuing
assets to be treated as a separate real estate mortgage investment conduit (a
"REMIC") pursuant to Section 860D of the Internal Revenue Code of 1986, as
amended (the "Code"), the Certificates offered for sale under the Registration
Statement will be considered "regular interests" in a REMIC on the date of
issuance thereof and thereafter, and the Trust will not be treated as an
association taxable as a corporation for federal income tax purposes, assuming
continuing compliance with the REMIC provisions of the Code and regulations
thereunder.
2. When the Transaction Documents have been duly authorized, executed
and delivered by the parties thereto, they will constitute valid, legal and
binding agreements of the Company, enforceable against the Company in accordance
with their terms, subject to
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Oakwood Mortgage Investors, Inc.
August 25, 1999
Page 2
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and to general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law.
3. When the Certificates have been duly issued, executed and
authenticated in accordance with the provisions of the Pooling and Servicing
Agreement and delivered to and paid for by the purchasers thereof, the
Certificates will be legally and validly issued for adequate consideration and
(a) the Certificateholders will be entitled to the benefits provided by the
Pooling and Servicing Agreement and (b) no Certificateholder will be subject to
any further assessment in respect of the purchase price of the Certificates.
You should be aware that the above opinions represent our conclusions
as to the application of existing law to the transaction described above as of
the date hereof. We do not undertake to advise you of any changes in the
opinions expressed herein from matters that might hereafter arise or be brought
to our attention. In addition, there can be no assurance that contrary positions
will not be taken by the Internal Revenue Service or that the law will not
change. You should also be aware that we have not reviewed the Transaction
Documents in their final, executed form and this opinion is expressly predicated
on the satisfactory completion and execution of the Transaction Documents.
Our opinions expressed herein are limited to the federal laws of the
United States of America and the State North Carolina. No opinion has been
sought and none has been given concerning the tax consequences of the
transaction under the laws of any state.
We hereby consent to the filing of this opinion under cover of Form 8-K
with the Securities and Exchange Commission, to be incorporated by reference as
an exhibit to the Registration Statement. In giving this consent, we do not
admit that we are in the category of persons whose consent is required by
Section 7 of the Act, or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
SUBJECT TO REVISION
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SERIES TERM SHEET DATED AUGUST 26, 1999
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$262,957,000
[GRAPHIC] Oakwood Mortgage Investors, Inc.,
Depositor
Oakwood Acceptance Corporation,
Servicer
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1999-D
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-D. 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, First Union Capital Markets Corp. 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 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 First Union Capital Markets Corp.
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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-D POOLING AND SERVICING AGREEMENT (INCLUDING THE MAY 1999 EDITION TO
THE STANDARD TERMS) TO BE DATED AS OF AUGUST 1, 1999, AMONG OAKWOOD MORTGAGE
INVESTORS, INC., AS DEPOSITOR, OAKWOOD ACCEPTANCE CORPORATION, AS SERVICER, AND
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE.
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The Offered Certificates........................
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Average Modified
S&P/ Moody's Life Duration First Last
Class Principal Amount(1) Description Ratings(2) (yrs)(3) Coupon (yrs) (3) Pay(3) Pay(3)
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A-1 $ 226,687,000 Senior PT AAA / Aaa 5.06 . %(4) (5) 3.62 9/99 8/14
M-1 $ 22,669,000 Mezzanine AA / Aa3 9.73 . %(4) (5) 6.26 3/04 8/14
M-2 $ 13,601,000 Mezzanine A / A2 9.73 . %(4) (5) 6.16 3/04 8/14
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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 subject to revision of withdrawal at any time by the
assigning rating organization.
(3) Assumed that the 10% Optional Termination is exercised. Data run at a
prepayment speed of 200% MHP.
(4) Computed on the basis of a 360-day year of twelve 30-day months.
(5) The lesser of (i) specified rate per annum, or (ii) the Weighted Average Net
Asset Rate for the related Distribution Date.
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Class Designations
CLASS A-1 CERTIFICATES.................Class A-1 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 and Class M Certificates.
OFFERED SUBORDINATED CERTIFICATES......Class M Certificates.
Other Certificates.........................The Class B-1, Class B-2, Class X and Class R Certificates are not being offered
hereby. The Class B Certificates are expected to be sold in a private placement at
or around the Closing Date, and may be acquired in the interim by an affiliate of
the Company. The Class X and Class R Certificates 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. The Class B Certificates will have an
initial Certificate Principal Balance of approximately $33,248,000.
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...............................August 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 September 1999 (each, a
"Distribution Date").
Record Date................................With respect to each Distribution Date, other than the first Distribution Date,
the close of business on the last business day of the month preceding the month in
which such Distribution Date occurs, and with respect to the first Distribution
Date, the close of business on the Closing Date (each, a "Record Date").
Interest Accrual Period....................With respect to each Distribution Date, the calendar month preceding the month in
which the Distribution Date occurs (each, an "Interest Accrual Period").
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
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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, (d) the Interest Deficiency Amount or portion
thereof, if any, paid from collections on the Preceding Distribution Date, and (e) if
Oakwood is not the Servicer, the Servicing Fees for the related Collection Period.
Principal distributions to Class M will be allocated pro rata between the Class M-1
and the Class M-2 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-1 Certificates.
If an Interest Deficiency Event occurs on any Distribution Date with respect to the
Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, collections received after
the end of the related Collection Period and prior to such Distribution Date will be
applied, up to a limited amount determined by the Rating Agencies, to remedy such
deficiency in order of Class seniority. Any remaining deficiency will be carried
forward as shortfall for the next Distribution Date. "Interest Deficiency Event"
means, with respect to the Class M-1, Class M-2, Class B-1 and Class B-2 Certificates
and a Distribution Date, that after distribution of the Available Distribution Amount
in the order of priority set forth below under "Priority of Distributions," there
remains unpaid any of the Interest Distribution Amount, Carryover Interest
Distribution Amount, Writedown Interest Distribution Amount or Carryover Writedown
Interest Distribution Amount for such Class and Distribution Date (the "Interest
Deficiency Amount").
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, to the Class A-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;
(2) second, to the Class M-1 Certificates, (a) first, the related Interest
Distribution Amount for such Distribution Date and (b) second, any Interest
Distribution Amounts remaining unpaid from previous Distribution Dates, plus interest
on this carryover 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, any Interest
Distribution Amounts remaining unpaid from previous Distribution Dates, plus interest
on this carryover amount, if any, for such Distribution Date;
(5) fifth, to the Class B-2 Certificates, (a) first, the related Interest Distribution
Amount for such Distribution Date and (b) second, any Interest Distribution Amounts
remaining unpaid from previous Distribution Dates, plus interest on this carryover
amount, if any, for such Distribution Date;
(6) sixth, to the Class A-1 Certificates, the related Principal Distribution
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Shortfall Carryover Amount, if any, for such Distribution Date;
(7) seventh, to the Class A-1 Certificates, the Class A-1 Principal Distribution
Amount until the Class A-1 Certificate Principal Balance is reduced to zero;
(8) eighth, 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;
(9) ninth, 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;
(10) tenth, 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;
(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 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, if Oakwood is the Servicer, to the Servicer, the following amounts in
sequential order: (i), the Servicing Fees for the related Collection Period, and (ii)
any Servicing Fees from previous Distribution Dates remaining unpaid;
(13) thirteenth, sequentially, to the Class A-1, Class M-1, Class M-2, Class B-1 and
Class B-2 Certificates, the Accelerated Principal Distribution Amount for such
Distribution Date until the Certificate Principal Balance of each class is reduced to
zero;
(14) fourteenth, 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;
(15) finally, any remainder to the Class R Certificates.
The primary credit support for the Class A-1 Certificates is the subordination of the
Subordinated Certificates and overcollateralization; for the Class M-1 Certificates is
the subordination of the Class M-2, Class B, Class X, Class R Certificates and
overcollateralization; for the Class M-2 Certificates is the subordination of the
Class B, Class X, Class R Certificates and overcollateralization.
Cross-over Date............................The later to occur of (a) the Distribution Date occurring in March 2004 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 Current
Overcollateralization Amount for such Distribution Date and the denominator of
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which is the Pool Scheduled Principal Balance on such Distribution Date, equals or
exceeds 1.855 times the percentage equivalent of a fraction (which shall not be
greater than 1) the numerator of which is the sum of the initial aggregate Adjusted
Certificate Principal Balance of the Subordinated Certificates and the Initial
Overcollateralization Amount 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 5.5%, the Current
Realized Loss Ratio is less than or equal to 3.0%; 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% March 2004 through August 2005,
8% September 2005 through August 2006,
9.5% September 2006 through February 2008, and
10.5% thereafter.
Overcollateralization.................... Excess interest collections will be applied, to the extent available, to make
accelerated payments of principal on the Certificates. The "Target
Overcollateralization Amount" generally shall mean, (i) for any Distribution Date
prior to the Cross-over Date, 3.50% of the Cut-off Date Pool Balance and (ii) for
any other Distribution Date, the lesser of (x) 3.50% of the Cut-off Date Pool
Balance and (y) 6.125% of the then-outstanding Pool Balance; provided, however, that
in no event shall the Target Overcollateralization Amount be less than 0.50% of the
Cut-off Date Pool Balance. On the Closing Date, the initial overcollateralization
amount shall equal 2.00% of the Pool Scheduled Principal Balance as of the Cut-off
Date.
The "Current Overcollateralization Amount" shall mean, for any Distribution Date, the
positive difference, if any, between the Scheduled Principal Balance of the Assets and
the Certificate Principal Balance of all the outstanding classes of Certificates. The
"Accelerated Principal Distribution Amount" for any Distribution Date shall be the
positive difference, if any, between the Target Overcollateralization Amount and the
Current Overcollateralization Amount.
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 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 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")
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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. In addition, the Servicer is obligated under certain circumstances to
pay Compensating Interest with respect to any Asset that prepays on a date other than
on a Due Date for such Asset.
Final Scheduled Distribution Dates...... To the extent not previously paid prior to such dates, the outstanding principal
amount of each Class of Offered Certificates will be payable on the November 2029
Distribution Date (with respect to each Class of Certificates, the "Final Scheduled
Distribution Date"). The Final Scheduled Distribution Date has been determined by
adding three months to the maturity date of the Asset with the latest stated
maturity.
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 Distribution Date on which the sum of the Certificate Principal Balance of the
Certificates is less than 10% of the sum of the original Certificate Principal Balance
of the Certificates. The Servicer also may terminate the Trust Estate if it determines
that there is a substantial risk that the Trust Estate's REMIC status will be lost.
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 and adjustable rate manufactured housing
installment sales contracts (collectively, 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)
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 6,454 Assets having an
aggregate Scheduled Principal Balance as of the Cut-off Date of $302,250,407.75, among
which 6,449 Assets aggregating $301,720,998.42 are secured by fixed rate Assets
("Fixed Rate Assets") and 5 Assets aggregating $529,409.33 are secured by adjustable
rate Assets ("Adjustable Rate Assets").
As of the Cut-off Date, approximately 20.95% of the Assets are Mortgage Loans and
approximately 0.01% of the Assets are Land Secured Contracts. Based on Cut-off Date
Pool Scheduled Principal Balance, approximately 85.29% of the Assets are secured by
Manufactured Homes which were new, approximately 2.18% of the Assets are secured by
Manufactured Homes which were used, approximately 10.69% of the Assets are secured by
Manufactured Homes which were repossessed and approximately 1.83% 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 43 states and District of Columbia,
and approximately 17.55% and 14.17% 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 6.25% and not
more than 15.00%. The weighted averaged APR of the Assets as of the Cut-off Date is
approximately 9.55%. The Assets have remaining terms to maturity as of the
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Cut-off Date of at least 10 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 311 months, and a weighted average remaining term to stated maturity of
approximately 310 months. The Assets have Loan-to-Value Ratio as of the Cut-off Date
of at least 21.44% but not more than 100.00%. As of the Cut-off Date, the Assets had a
weighted average Loan-to-Value Ratio of approximately 92.35%. The final scheduled
payment date on the Asset with the latest maturity occurs in August 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.
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-1, 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
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
AND THE CODE.
Legal Investment Considerations............The Class A-1 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 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>
7
<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.
ASSET SERVICING PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AT SEPTEMBER 30, JUNE 30,
-------------------------------------------------------------- ----------------------
1994 1995 1996 1997 1998 1998 1999
--------- ---------- ----------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced Assets
Oakwood Originated.......... 39,273 51,566 67,120 89,411 111,351 105,689 120,110
Acquired Portfolios......... 5,773 4,872 4,177 3,602 2,818 3,019 2,298
Aggregate Outstanding Principal
Balance of Serviced Assets
Oakwood Originated.......... $757,640 $1,130,378 $1,687,406 $2,499,794 $3,536,657 $3,223,299 $4,068,377
Acquired Portfolios......... $85,227 $70,853 $57,837 $47,027 $35,882 $38,227 $28,332
Average Outstanding Principal
Balance per Serviced Asset
Oakwood Originated.......... $19.3 $21.9 $25.1 $28.0 $31.8 $30.5 $33.9
Acquired Portfolios......... $14.8 $14.5 $13.8 $13.1 $12.7 $12.7 $12.3
Weighted Average Interest Rate
of Serviced Assets
Oakwood Originated.......... 12.2% 12.0% 11.5% 11.0% 10.8% 10.9% 10.7%
Acquired Portfolios......... 11.0% 11.3% 11.2% 11.1% 11.0% 11.1% 10.8%
DELINQUENCY EXPERIENCE (1)
(DOLLARS IN THOUSANDS)
AT SEPTEMBER 30, JUNE 30,
--------------------------------------------------- ----------------
1994 1995 1996 1997 1998 1998 1999
-------- -------- -------- -------- -------- -------- --------
Total Number of Serviced Assets
Oakwood Originated.................. 39,273 51,566 67,120 89,411 111,351 105,689 120,110
Acquired Portfolios................. 5,773 4,872 4,177 3,602 2,818 3,019 2,298
Number of Delinquent Assets (2)..........
Oakwood Originated:.................
30-59 Days......................... 350 601 835 1,171 2,345 2,401 2,274
60-89 Days......................... 97 185 308 476 906 794 845
90 Days or More.................... 198 267 492 716 1,222 1,005 1,319
Total Number of Assets Delinquent 645 1,053 1,635 2,363 4,473 4,200 4,438
Acquired Portfolios.................
30-59 Days......................... 127 63 66 90 75 104 40
60-89 Days......................... 49 17 23 23 31 35 10
90 Days or More.................... 98 76 62 75 57 50 48
Total Number of Assets Delinquent 274 156 151 188 163 189 98
Total Delinquencies as a Percentage of
Serviced Assets (3).................
Oakwood Originated.................. 1.6% 2.0% 2.4% 2.6% 4.0% 4.0% 3.7%
Acquired Portfolios................. 4.7% 3.2% 3.6% 5.2% 5.8% 6.3% 4.3%
</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.
8
<PAGE>
<TABLE>
<CAPTION>
LOAN LOSS/REPOSSESSION EXPERIENCE
(DOLLARS IN THOUSANDS)
AT OR FOR THE FISCAL YEAR AT OR FOR THE NINE
ENDED MONTHS ENDED
SEPTEMBER 30, JUNE 30,
------------------------------------------------------------ ----------------------
1994 1995 1996 1997 1998 1998 1999
--------- ---------- ---------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced 45,046 56,438 71,297 93,013 114,169 108,708 122,408
Assets (1).................
Average Number of Serviced
Assets During Period....... 37,788 50,742 63,868 82,155 103,591 100,861 118,289
Number of Serviced
Assets Repossessed......... 1,241 1,718 2,746 3,885 5,411 3,839 5,795
Serviced Assets Repossessed as a
Percentage of Total Serviced
Assets (2)................. 2.75% 3.04% 3.85% 4.18% 4.74% 4.71%(6) 6.31%(6)
Serviced Assets Repossessed as a
Percentage of Average Number
of Serviced Assets......... 3.28% 3.39% 4.30% 4.73% 5.22% 5.07%(6) 6.53%(6)
Average Outstanding Principal
Balance of Assets (3)......
Oakwood Originated......... $701,875 $976,905 $1,409,467 $2,065,033 $2,978,235 $2,820,956 $3,761,762
Acquired Portfolios........ $30,432 $30,235 $27,351 $22,943 $19,179 $19,545 $15,252
Net Losses from Asset
Liquidation(4):
Total Dollars (3)..........
Oakwood Originated....... $4,630 $7,303 $14,248 $26,872 $45,189 $31,773 $50,751
Acquired Portfolios...... $203 $473 $592 $528 $220 $162 $144
As a Percentage of Average
Outstanding Principal Balance
of Assets (3) (5)
Oakwood Originated....... 0.66% 0.75% 1.01% 1.30% 1.52% 1.50%(6) 1.80%(6)
Acquired Portfolios...... 0.67% 1.56% 2.16% 2.30% 1.15% 1.11%(6) 1.26%(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.
9
<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.
<TABLE>
<CAPTION>
GEOGRAPHICAL DISTRIBUTION OF MANUFACTURED HOMES(1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
GEOGRAPHIC LOCATION ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ------------------- ------ ----------------- -----------------
<S> <C> <C> <C>
Alabama.................... 193 $ 7,675,721 2.54%
Alaska..................... 1 26,221 0.01
Arizona.................... 246 14,905,624 4.93
Arkansas................... 132 5,143,942 1.70
California................. 53 3,134,079 1.04
Colorado................... 84 4,738,878 1.57
Connecticut................ 1 69,627 0.02
Delaware................... 27 1,176,952 0.39
Florida.................... 142 6,822,442 2.26
Georgia.................... 284 12,831,736 4.25
Idaho...................... 99 5,878,809 1.95
Illinois................... 14 534,655 0.18
Indiana.................... 10 303,678 0.10
Iowa....................... 2 40,165 0.01
Kansas..................... 74 3,185,949 1.05
Kentucky................... 137 5,692,321 1.88
Louisiana.................. 246 10,750,287 3.56
Maryland................... 17 669,252 0.22
Massachusetts.............. 1 39,636 0.01
Michigan................... 61 3,407,033 1.13
Minnesota.................. 8 335,979 0.11
Mississippi................ 187 7,854,855 2.60
Missouri................... 150 5,983,075 1.98
Montana.................... 4 259,022 0.09
Nevada..................... 46 3,202,465 1.06
New Jersey................. 4 223,241 0.07
New Mexico................. 225 10,441,511 3.45
New York................... 7 387,025 0.13
North Carolina............. 1,227 53,052,566 17.55
North Dakota............... 7 366,057 0.12
Ohio....................... 98 4,388,538 1.45
Oklahoma................... 125 5,661,462 1.87
Oregon..................... 124 10,611,229 3.51
Pennsylvania............... 2 90,921 0.03
South Carolina............. 468 19,042,178 6.30
South Dakota............... 6 254,947 0.08
Tennessee.................. 295 13,214,163 4.37
Texas...................... 973 42,843,668 14.17
Utah....................... 40 2,371,222 0.78
Virginia................... 307 13,187,655 4.36
Washington................. 198 16,346,535 5.41
Washington DC.............. 4 140,745 0.05
West Virginia.............. 105 3,948,700 1.31
Wyoming.................... 20 1,015,642 0.34
------- -------------- --------
Total................... 6,454 $302,250,408 100.00%
===== ============ ======
</TABLE>
(1) Based on the mailing address of the Obligor on the related Asset as of the
Cut-off Date.
10
<PAGE>
<TABLE>
<CAPTION>
YEAR OF ORIGINATION OF ASSETS (1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
YEAR OF ORIGINATION ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ------------------- ------ ----------------- -----------------
<S> <C> <C> <C>
1995..................... 1 $ 26,183 0.01%
1997..................... 6 167,265 0.06
1998..................... 15 742,117 0.25
1999..................... 6,432 301,314,843 99.69
----- ------------- -----
Total............... 6,454 $302,250,408 100.00%
===== ============ ======
- ------------------
(1) The weighted average seasoning of the Assets was approximately 1 months as
of the Cut-off Date.
<CAPTION>
DISTRIBUTION OF ORIGINAL ASSET AMOUNTS(1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
ORIGINAL ASSET AMOUNT ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- --------------------- ------ ----------------- -----------------
<S> <C> <C> <C>
$ 4,999 or less.............. 13 $ 47,283 0.02%
$ 5,000 - $ 9,999.......... 97 769,071 0.25
$ 10,000 - $ 14,999.......... 172 2,182,454 0.72
$ 15,000 - $ 19,999.......... 224 3,911,844 1.29
$ 20,000 - $ 24,999.......... 348 7,925,555 2.62
$ 25,000 - $ 29,999.......... 666 18,360,816 6.07
$ 30,000 - $ 34,999.......... 809 26,208,516 8.67
$ 35,000 - $ 39,999.......... 712 26,565,091 8.79
$ 40,000 - $ 44,999.......... 500 21,100,920 6.98
$ 45,000 - $ 49,999.......... 473 22,419,662 7.42
$ 50,000 - $ 54,999.......... 440 23,105,203 7.64
$ 55,000 - $ 59,999.......... 415 23,807,599 7.88
$ 60,000 - $ 64,999.......... 377 23,487,251 7.77
$ 65,000 - $ 69,999.......... 295 19,880,045 6.58
$ 70,000 - $ 74,999.......... 249 18,048,926 5.97
$ 75,000 - $ 79,999.......... 161 12,446,981 4.12
$ 80,000 - $ 84,999.......... 101 8,330,307 2.76
$ 85,000 - $ 89,999.......... 67 5,860,062 1.94
$ 90,000 - $ 94,999.......... 61 5,606,697 1.85
$ 95,000 - $ 99,999.......... 47 4,580,465 1.52
$100,000 or more............... 227 27,605,662 9.13
------ -------------- ---------
Total..................... 6,454 $ 302,250,408 100.00%
===== ============ ======
</TABLE>
- ------------------
(1) The highest original Asset amount was $202,263, which represents
approximately 0.07% of the aggregate principal balance of the Assets at
origination. The average original principal amount of the Assets was
approximately $46,900 as of the Cut-off Date.
11
<PAGE>
<TABLE>
<CAPTION>
CURRENT ASSET RATES (1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
CURRENT ASSET RATE ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ------------------ ------ ----------------- -----------------
<S> <C> <C> <C>
6.000% - 6.999%.......... 658 $ 39,386,900 13.03%
7.000% - 7.999%.......... 421 31,930,126 10.56
8.000% - 8.999%.......... 1,390 77,690,091 25.70
9.000% - 9.999%.......... 900 49,085,226 16.24
10.000% - 10.999%.......... 619 28,694,328 9.49
11.000% - 11.999%.......... 708 25,692,518 8.50
12.000% - 12.999%.......... 1,540 43,885,900 14.52
13.000% - 13.999%.......... 209 5,623,033 1.86
14.000% - 14.999%.......... 8 245,846 0.08
15.000% - 15.999%.......... 1 16,440 0.01
----- ------------- ------
Total................. 6,454 $302,250,408 100.00%
===== ============ ======
- ------------------
(1) The weighted average Current Asset Rate was approximately 9.55% as of the
Cut-off Date. This table reflects the Fixed Rate 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. This table also reflects
the Asset Rates of the Adjustable Rate Loans as of the Cut-off Date and does
not reflect any subsequent increases in the Asset Rates of the Adjustable
Rate Loans.
<CAPTION>
REMAINING TERMS TO MATURITY OF ASSETS (IN MONTHS) (1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
REMAINING TERM TO MATURITY ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- -------------------------- ------ ----------------- -----------------
<S> <C> <C> <C>
1 - 60 months........... 152 $ 1,561,219 0.52%
61 - 96 months........... 121 1,695,528 0.56
97 - 120 months........... 197 3,981,364 1.32
121 - 156 months........... 198 4,333,400 1.43
157 - 180 months........... 520 16,059,398 5.31
181 - 216 months........... 65 2,014,688 0.67
217 - 240 months........... 1,272 43,708,796 14.46
241 - 300 months........... 1,416 59,522,482 19.69
301 - 360 months........... 2,513 169,373,531 56.04
----- ------------- -------
Total.................... 6,454 $302,250,408 100.00%
===== ============ ======
- ------------------
(1) The weighted average remaining term to maturity of the Assets was
approximately 310 months as of the Cut-off Date.
<CAPTION>
ORIGINAL TERMS TO MATURITY OF ASSETS (IN MONTHS) (1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
ORIGINAL TERM TO MATURITY ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ------------------------- ------ ----------------- -----------------
<S> <C> <C> <C>
1 - 60 months........... 152 $ 1,561,219 0.52%
61 - 96 months........... 121 1,695,528 0.56
97 - 120 months........... 197 3,981,364 1.32
121 - 156 months........... 195 4,267,333 1.41
157 - 180 months........... 523 16,125,465 5.34
181 - 216 months........... 62 1,940,901 0.64
217 - 240 months........... 1,275 43,782,584 14.49
241 - 300 months........... 1,416 59,522,482 19.69
301 - 360 months........... 2,513 169,373,531 56.04
----- ------------- -------
Total.................... 6,454 $302,250,408 100.00%
===== ============ ======
</TABLE>
- ------------------
(1) The weighted average original term to maturity of the Assets was
approximately 311 months as of the Cut-off Date.
12
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION OF ORIGINAL LOAN-TO-VALUE RATIOS OF ASSETS(1)
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................ 42 $ 1,216,174 0.40%
51% - 55%.................... 21 811,538 0.27
56% - 60%.................... 24 704,046 0.23
61% - 65%.................... 47 1,748,033 0.58
66% - 70%.................... 69 2,873,920 0.95
71% - 75%.................... 131 5,423,186 1.79
76% - 80%.................... 247 10,458,897 3.46
81% - 85%.................... 509 19,980,228 6.61
86% - 90%.................... 1,046 44,692,248 14.79
91% - 95%.................... 1,984 95,608,870 31.63
96% - 100%................... 2,334 118,733,268 39.28
----- ------------ --------
Total................... 6,454 $302,250,408 100.00%
===== ============ ======
</TABLE>
- ------------------
(1) The weighted average original Loan-to-Value Ratio of the Assets was
approximately 92.35% 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:
13
<PAGE>
<TABLE>
<CAPTION>
MHP PREPAYMENT SENSITIVITIES
0% MHP 100% MHP 150% MHP
------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
WAL Maturity WAL Maturity WAL Maturity
TO CALL
Class A-1 15.73 12/26 8.19 06/21 6.34 09/17
Class M-1 23.59 12/26 15.01 06/21 11.86 09/17
Class M-2 23.59 12/26 15.01 06/21 11.86 09/17
TO MATURITY
Class A-1 15.81 12/28 8.41 12/26 6.61 12/24
Class M-1 23.73 05/28 15.45 05/25 12.40 08/22
Class M-2 23.69 10/27 15.33 03/24 12.23 01/21
<CAPTION>
200% MHP 250% MHP 300% MHP
-------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
WAL Maturity WAL Maturity WAL Maturity
TO CALL
Class A-1 5.06 08/14 3.99 03/12 3.22 05/10
Class M-1 9.73 08/14 8.73 03/12 7.96 05/10
Class M-2 9.73 08/14 8.73 03/12 7.96 05/10
TO MATURITY
Class A-1 5.32 05/22 4.21 06/19 3.38 01/17
Class M-1 10.27 07/19 9.35 05/17 8.66 07/15
Class M-2 10.11 12/17 9.21 11/15 8.53 02/14
</TABLE>
The above analysis is not intended to be a prospectus and any investment
decision with respect to the security should be made by you based solely upon
all of the information contained in the final prospectus. 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 relating to the securities. The above preliminary
description of the underlying assets has been provided by the issuer and has not
been independently verified by Credit Suisse First Boston. All information
described above is preliminary, limited in nature and subject to completion or
amendment. Credit Suisse First Boston makes no representations that the above
referenced security will actually perform as described in any scenario
presented.
14
