SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 17, 1999.
------------------
Oakwood Mortgage Investors, Inc.
--------------------------------
(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.)
<PAGE>
Item 5. Other Events.
On or about November 19, 1999, the Registrant expects to enter into an
underwriting agreement with Credit Suisse First Boston Corporation and Banc of
America Securities LLC (the "Underwriters"), pursuant to which the Underwriters
will agree to purchase and offer for sale to the public, $268,118,000 aggregate
initial principal amount of the Registrant's Senior/Subordinated Pass-Through
Certificates, Series 1999-E, Class A-1, Class M-1, Class M-2 and Class B-1 (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 November 18, 1999, and a
related Prospectus Supplement, dated November 18, 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.
-2-
<PAGE>
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.
November 18, 1999 OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Dennis W. Hazelrigg
-----------------------
Name: Dennis W. Hazelrigg
Title: President
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
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]
</TABLE>
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[Hunton & Williams Letterhead]
November 17, 1999
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive
Las Vegas, Nevada 89109
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1999-E
------------------------------------------------------------
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, Class M-2 and Class B-1 Certificates (the
"Certificates") by OMI Trust 1999-E (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 bankruptcy,
<PAGE>
Oakwood Mortgage Investors, Inc.
November 17, 1999
Page 2
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 NOVEMBER 16, 1999
- ------------------------------------------
$268,118,000
OMI Trust 1999-E
[GRAPHIC] Issuer
Oakwood Mortgage Investors, Inc.,
Depositor
Oakwood Acceptance Corporation,
Servicer
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 1999-E
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-E. 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, Banc of America 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 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.
Joint Lead
<PAGE>
[GRAPHIC]
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE
FIRST BOSTON
<PAGE>
THIS SERIES TERM SHEET WILL BE SUPERSEDED IN ITS ENTIRETY BY THE
INFORMATION APPEARING IN THE PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND THE
SERIES 1999-E POOLING AND SERVICING AGREEMENT (INCLUDING THE MAY 1999 EDITION TO
THE STANDARD TERMS) TO BE DATED AS OF NOVEMBER 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
PRINCIPAL S&P/ FITCH LIFE DURATION FIRST LAST
CLASS AMOUNT(1) DESCRIPTION RATINGS(2) (YRS)(3) COUPON (YRS) (3) PAY(3) PAY(3)
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 $224,778,000 Senior Pass Thru AAA / AAA 5.25 . %(4)(5) 3.71 12/99 1/15
M-1 18,658,000 Mezzanine AA / AA 9.80 . %(4)(5) 6.16 6/04 1/15
M-2 11,166,000 Mezzanine A / A 9.80 . %(4)(5) 6.02 6/04 1/15
B-1 13,516,000 Subordinate BBB / BBB 9.70 . %(4)(5) 6.01 6/04 1/15
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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.
Class Designations
CLASS A-1 CERTIFICATES.................Class A-1 Certificates.
CLASS M CERTIFICATES...................Class M-1 and Class M-2 Certifi-
cates.
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-1
Certificates.
OFFERED SUBORDINATED CERTIFICATES......Class M and Class B-1 Certificates.
Other Certificates........................The Class B-2, Class X and Class R
Certificates are not being offered
hereby. The Class B-2 Certificates
are expected to be sold in a
private placement and will be
acquired on or after the Closing
Date but prior to such private
placement 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-2 Certificates will
have an initial Certificate
Principal Balance of approximately
$16,895,000.
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..............................November 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
December 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, 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
1
<PAGE>
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, (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. Principal
distributions to Class B will be
allocated pro rata between the
Class B-1 and the Class B-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 related 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, any Interest Distribution
Amounts remaining unpaid from
previous Distribution Dates, plus
interest on this carryover 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, any Interest
Distribution Amounts remaining
unpaid from previous Distribution
Dates, plus interest on this
carryover 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
2
<PAGE>
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 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
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-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; and
(15) finally, any remainder to the
Class R Certificates.
The primary credit support for the
Class A-1 Certificates is the
subordination of
3
<PAGE>
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; and for the
Class B-1 Certificates is the
subordination of the Class B-2,
Class X, Class R Certificates and
overcollateralization.
Cross-over Date............................The later to occur of (a) the
Distribution Date occurring in
June 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 which is
the Pool Scheduled Principal
Balance on such Distribution Date,
equals or exceeds 1.825 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% June 2004 through November
2005,
8% December 2005 through
November 2006,
9.5% December 2006 through
May 2008, and
10.5% thereafter.
Overcollateralization......................Excess interest collections will
be applied, to the extent
available, to make accelerated
payments of principal on the Class
A-1, Class M and Class B
Certificates, in that order. The
"Target Overcollateralization
Amount" generally shall mean, (i)
for any Distribution Date prior to
the Cross-over Date, 4.0% of the
Cut-off Date Pool Scheduled
Principal Balance and (ii) for any
other Distribution Date, the
lesser of (x) 4.0% of the Cut-off
Date Pool Scheduled Principal
Balance and (y) 7.0% of the
then-outstanding Pool Scheduled
Principal Balance; provided,
however, that in no event shall
the Target Overcollateralization
Amount be less than 0.5% of the
Cut-off Date Pool Scheduled
Principal Balance. On the Closing
Date, the initial
overcollateralization amount shall
equal 3.0% 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;
4
<PAGE>
(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. 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 December
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 5,782
Assets having an aggregate
Scheduled Principal Balance as of
the Cut-off Date of
$293,828,355.98, among which 5,776
Assets aggregating $293,472,558.27
are secured by fixed rate Assets
("Fixed Rate Assets") and 6 Assets
aggregating $355,797.71 are
secured by adjustable rate Assets
("Adjustable Rate Assets").
5
<PAGE>
As of the Cut-off Date,
approximately 33.74% of the Assets
are Mortgage Loans and
approximately 0.12% of the Assets
are Land Secured Contracts. Based
on Cut-off Date Pool Scheduled
Principal Balance, approximately
84.25% of the Assets are secured
by Manufactured Homes which were
new, approximately 2.55% of the
Assets are secured by Manufactured
Homes which were used,
approximately 11.17% of the Assets
are secured by Manufactured Homes
which were repossessed and
approximately 2.03% 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 45
states and the District of
Columbia, and approximately 15.56%
and 13.51% 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 6.13% and not more
than 18.00%. The weighted averaged
APR of the Assets as of the
Cut-off Date is approximately
9.50%. The Assets have remaining
terms to maturity as of the
Cut-off Date of at least 15 months
but not more than 360 months and
original terms to stated maturity
of at least 16 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 322
months, and a weighted average
remaining term to stated maturity
of approximately 320 months. The
Assets have Loan-to-Value Ratio as
of the Cut-off Date of at least
13.95% but not more than 100.00%.
As of the Cut-off Date, the Assets
had a weighted average
Loan-to-Value Ratio of
approximately 90.69%. The final
scheduled payment date on the
Asset with the latest maturity
occurs in September 2029.
Approximately 0.42% of the Assets,
having an aggregate principal
balance as of the Cut-off Date of
approximately $1,230,264, were
acquired by Oakwood Acceptance
from IndyMac, Inc.
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.
6
<PAGE>
Recent Developments.........................On November 9,1999, Oakwood Homes
announced the financial results
for fiscal 1999. For the year
ended September 30, Oakwood Homes
reported a net loss of $31.3
million, or $0.67 per share,
compared with net income of $55.4
million, or $1.17 per share on a
diluted basis for fiscal 1998. For
the fourth quarter of fiscal 1999,
Oakwood Homes reported a net loss
of $60.3 million, or $1.30 per
share, compared with net income of
$24.9 million, or $0.53 per share
on a diluted basis in the same
period 1998.
For the fourth quarter of fiscal
1999 the results included charges
of:
o $25.9 million ($16.3 million
after tax) related to the
restructuring of Oakwood
Homes' operations
o $29.1 million ($18.4 million
after tax) relating to the
impairment of the value of
certain retained interest in
securitizations and other
financial services-related
charges
o $7.4 million ($4.8 million
after tax) related to storm
damage from Hurricane Floyd
o $7.6 million ($4.8 million
after tax) related to loss on
the sale of asset-backed
securities; the loss resulted
partially from historically
wide Asset-backed securities
spreads
The restructuring, which includes
closing of 4 manufacturing plants
and 40 sales centers, is "part of
a broader plan to fundamentally
change (the) business" that will
allow for more flexibility in its
response to the market and less
sensitive to periodic declines in
sales. Oakwood Homes plans to
focus on improving sales
productivity, reducing costs and
retail break-even points, lowering
inventory levels and improving
cash flows.
In October and November, S&P
downgraded Oakwood Homes' senior
unsecured debt ratings from BBB-
to BB-, Fitch lowered the ratings
from BBB- to BB-, and Moody's
lowered the rating from Baa3 to
B3.
In addition, in November 1998,
four shareholder suits were filed
against Oakwood Homes and certain
of its directors and officers.
These suits have been consolidated
in one suit in the Middle District
of North Carolina. The lawsuit
generally alleges that certain of
Oakwood Home's financial
statements were false and
misleading and that certain other
disclosures were inaccurate.
Oakwood Homes has filed a motion
to dismiss this complaint. Oakwood
Mortgage believes that this
lawsuit will not adversely affect
distribution to be made on your
certificates.
7
<PAGE>
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.
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 AND CLASS B-1
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.
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.
ASSET SERVICING PORTFOLIO
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AT SEPTEMBER 30,
---------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
--------- ---------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Total Number of Serviced Assets
Oakwood Originated.......... 39,273 51,566 67,120 89,411 111,351 122,955
Acquired Portfolios......... 5,773 4,872 4,177 3,602 2,818 2,160
Aggregate Outstanding Principal
Balance of Serviced Assets
Oakwood Originated.......... $757,640 $1,130,378 $1,687,406 $2,499,794 $3,536,657 $4,223,475
Acquired Portfolios......... $85,227 $70,853 $57,837 $47,027 $35,882 $26,306
Average Outstanding Principal
Balance per Serviced Asset
Oakwood Originated.......... $19.3 $21.9 $25.1 $28.0 $31.8 $34.3
Acquired Portfolios......... $14.8 $14.5 $13.8 $13.1 $12.7 $12.2
Weighted Average Interest Rate
of Serviced Assets
Oakwood Originated.......... 12.2% 12.0% 11.5% 11.0% 10.8% 10.6%
Acquired Portfolios......... 11.0% 11.3% 11.2% 11.1% 11.0% 10.7%
DELINQUENCY EXPERIENCE (1)
AT SEPTEMBER 30,
---------------------------------------------------------------
1994 1995 1996 1997 1998 1999
-------- -------- -------- -------- -------- --------
Total Number of Serviced Assets
Oakwood Originated.................. 39,273 51,566 67,120 89,411 111,351 122,955
Acquired Portfolios................. 5,773 4,872 4,177 3,602 2,818 2,160
Number of Delinquent Assets (2)
Oakwood Originated:
30-59 Days......................... 350 601 835 1,171 2,345 3,391
60-89 Days......................... 97 185 308 476 906 1,046
90 Days or More.................... 198 267 492 716 1,222 1,783
Total Number of Assets Delinquent... 645 1,053 1,635 2,363 4,473 6,220
Acquired Portfolios
30-59 Days......................... 127 63 66 90 75 59
60-89 Days......................... 49 17 23 23 31 14
90 Days or More.................... 98 76 62 75 57 45
Total Number of Assets Delinquent... 274 156 151 188 163 118
Total Delinquencies as a Percentage of
Serviced Assets (3)
Oakwood Originated.................. 1.6% 2.0% 2.4% 2.6% 4.0% 5.1%
Acquired Portfolios................. 4.7% 3.2% 3.6% 5.2% 5.8% 5.5%
</TABLE>
- ------------------
(1) Assets that are already the subject of repossession or foreclosure
procedures are not included in "Number of Delinquent Assets" or "Total
Delinquencies as a Percentage of Serviced 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 ENDED
SEPTEMBER 30,
--------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
--------- ---------- ---------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Total Number of Serviced
Assets (1)................. 45,046 56,438 71,297 93,013 114,169 125,115
Average Number of Serviced
Assets During Period....... 37,788 50,742 63,868 82,155 103,591 119,642
Number of Serviced
Assets Repossessed......... 1,241 1,718 2,746 3,885 5,411 7,790
Serviced Assets Repossessed as a
Percentage of Total Serviced
Assets (2)................. 2.75% 3.04% 3.85% 4.18% 4.74% 6.23%
Serviced Assets Repossessed as a
Percentage of Average Number
of Serviced Assets......... 3.28% 3.39% 4.30% 4.73% 5.22% 6.51%
Average Outstanding Principal
Balance of Assets (3)
Oakwood Originated......... $701,875 $976,905 $1,409,467 $2,065,033 $2,978,235 $3,839,274
Acquired Portfolios........ $30,432 $30,235 $27,351 $22,943 $19,179 $14,781
Net Losses from Asset
Liquidation(4):
Total Dollars (3)
Oakwood Originated....... $4,630 $7,303 $14,248 $26,872 $45,189 $66,037
Acquired Portfolios...... $203 $473 $592 $528 $220 $173
As a Percentage of Average
Outstanding Principal Balance
of Assets (3) (5)
Oakwood Originated....... 0.66% 0.75% 1.01% 1.30% 1.52% 1.72%
Acquired Portfolios...... 0.67% 1.56% 2.16% 2.30% 1.15% 1.17%
</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.
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.
<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.................... 149 $ 6,492,960 2.21%
Arizona.................... 273 20,230,785 6.89
Arkansas................... 116 4,881,367 1.66
California................. 54 4,424,037 1.51
Colorado................... 109 6,060,205 2.06
Delaware................... 33 1,390,052 0.47
Florida.................... 136 7,165,992 2.44
Georgia.................... 185 8,265,530 2.81
Idaho...................... 80 5,186,847 1.77
Illinois................... 13 647,338 0.22
Indiana.................... 26 1,102,616 0.38
Iowa....................... 3 345,567 0.12
Kansas..................... 45 2,190,121 0.75
Kentucky................... 160 7,404,230 2.52
Louisiana.................. 220 9,639,557 3.28
Maine...................... 1 27,827 0.01
Maryland................... 12 535,962 0.18
Massachusetts.............. 2 67,011 0.02
Michigan................... 63 3,420,054 1.16
Minnesota.................. 23 740,102 0.25
Mississippi................ 165 7,171,869 2.44
Missouri................... 139 6,320,780 2.15
Montana.................... 9 704,370 0.24
Nebraska................... 1 90,564 0.03
Nevada..................... 34 2,545,069 0.87
New Jersey................. 5 271,596 0.09
New Mexico................. 160 8,119,821 2.76
New York................... 3 204,553 0.07
North Carolina............. 1,032 45,711,657 15.56
North Dakota............... 6 219,007 0.07
Ohio....................... 108 5,316,176 1.81
Oklahoma................... 99 5,089,296 1.73
Oregon..................... 163 14,999,452 5.10
Pennsylvania............... 10 441,036 0.15
South Carolina............. 354 14,354,434 4.89
South Dakota............... 3 113,399 0.04
Tennessee.................. 311 14,103,771 4.80
Texas...................... 856 39,698,609 13.51
Utah....................... 24 1,681,401 0.57
Vermont.................... 1 45,677 0.02
Virginia................... 263 12,324,494 4.19
Washington................. 194 18,165,379 6.18
Washington DC.............. 2 130,720 0.04
West Virginia.............. 109 4,087,398 1.39
Wisconsin.................. 1 88,537 0.03
Wyoming.................... 27 1,611,131 0.55
----- ------------ ------
Total................... 5,782 $293,828,356 100.00%
===== ============ ======
</TABLE>
(1) Based on the mailing address of the Obligor on the related Asset as of the
Cut-off Date.
11
<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>
1994..................... 2 $ 95,195 0.03%
1995..................... 1 48,876 0.02
1996..................... 13 573,720 0.20
1997..................... 9 363,067 0.12
1998..................... 23 1,310,007 0.45
1999..................... 5,734 291,437,491 99.19
----- ------------ ------
Total............... 5,782 $293,828,356 100.00%
===== ============ ======
- ------------------
(1) The weighted average seasoning of the Assets was approximately 1 month 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
- --------------------- ------ ----------------- ------------------
$ 4,999 or less.............. 10 $ 36,947 0.01%
$ 5,000 - $ 9,999.......... 59 457,658 0.16
$ 10,000 - $ 14,999.......... 128 1,623,601 0.55
$ 15,000 - $ 19,999.......... 213 3,705,404 1.26
$ 20,000 - $ 24,999.......... 322 7,289,502 2.48
$ 25,000 - $ 29,999.......... 549 15,054,612 5.12
$ 30,000 - $ 34,999.......... 664 21,476,916 7.31
$ 35,000 - $ 39,999.......... 554 20,649,853 7.03
$ 40,000 - $ 44,999.......... 430 18,193,980 6.19
$ 45,000 - $ 49,999.......... 434 20,597,850 7.01
$ 50,000 - $ 54,999.......... 392 20,526,363 6.99
$ 55,000 - $ 59,999.......... 353 20,240,571 6.89
$ 60,000 - $ 64,999.......... 302 18,768,871 6.39
$ 65,000 - $ 69,999.......... 250 16,793,567 5.72
$ 70,000 - $ 74,999.......... 196 14,159,182 4.82
$ 75,000 - $ 79,999.......... 137 10,602,246 3.61
$ 80,000 - $ 84,999.......... 130 10,698,399 3.64
$ 85,000 - $ 89,999.......... 101 8,817,356 3.00
$ 90,000 - $ 94,999.......... 89 8,211,921 2.79
$ 95,000 - $ 99,999.......... 76 7,402,740 2.52
$100,000 or more............... 393 48,520,817 16.51
----- ------------ ------
Total..................... 5,782 $293,828,356 100.00%
===== ============ ======
</TABLE>
- -------------------
(1) The highest original Asset amount was $279,689, which represents
approximately 0.10% of the aggregate principal balance of the Assets at
origination. The average original principal amount of the Assets was
approximately $50,945 as of the Cut-off Date.
12
<PAGE>
<TABLE>
<CAPTION>
CURRENT ASSET RATES (1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
CURRENT ASSET RATE ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
- ------------------ ------ ------------------ -----------------
<C> <C> <C> <C> <C>
6.000% - 6.999%............ 469 $ 33,467,928 11.39%
7.000% - 7.999%............ 562 45,163,244 15.37
8.000% - 8.999%........... 886 55,426,656 18.86
9.000% - 9.999%.......... 816 48,216,694 16.41
10.000% - 10.999%.......... 1,061 42,420,518 14.44
11.000% - 11.999%.......... 768 29,791,211 10.14
12.000% - 12.999%.......... 685 23,651,689 8.05
13.000% - 13.999%.......... 402 12,175,529 4.14
14.000% - 14.999%.......... 124 3,331,561 1.13
15.000% - 15.999%.......... 8 176,106 0.06
16.000% or more............ 1 7,219 0.00
----- ------------ ------
Total................. 5,782 $293,828,356 100.00%
===== ============ ======
- -------------
(1) The weighted average Current Asset Rate was approximately 9.50% 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............ 84 $ 860,994 0.29%
61 - 96 months............ 91 1,328,442 0.45
97 - 120 months........... 173 3,357,274 1.14
121 - 156 months........... 210 4,635,615 1.58
157 - 180 months........... 458 13,101,852 4.46
181 - 216 months........... 45 1,420,726 0.48
217 - 240 months........... 784 27,101,118 9.22
241 - 300 months........... 1,206 49,079,553 16.70
301 - 360 months........... 2,731 192,942,781 65.67
----- ------------ ------
Total.................... 5,782 $293,828,356 100.00%
===== ============ ======
(1) The weighted average remaining term to maturity of the Assets was
approximately 320 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........... 83 $ 805,164 0.27%
61 - 96 months........... 91 1,355,181 0.46
97 - 120 months........... 172 3,341,219 1.14
121 - 156 months........... 212 4,680,761 1.59
157 - 180 months........... 458 13,101,852 4.46
181 - 216 months........... 38 1,168,379 0.40
217 - 240 months........... 791 27,353,465 9.31
241 - 300 months........... 1,206 49,079,553 16.70
301 - 360 months........... 2,731 192,942,781 65.67
----- ------------ ------
Total.................... 5,782 $293,828,356 100.00%
===== ============ ======
</TABLE>
(1) The weighted average original term to maturity of the Assets was
approximately 322 months as of the Cut-off Date.
13
<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................ 58 $ 1,732,266 0.59%
51% - 55%.................... 29 1,112,475 0.38
56% - 60%.................... 42 1,867,927 0.64
61% - 65%.................... 46 2,230,124 0.76
66% - 70%.................... 109 5,466,663 1.86
71% - 75%.................... 175 8,367,217 2.85
76% - 80%.................... 258 12,792,246 4.35
81% - 85%.................... 486 23,649,263 8.05
86% - 90%.................... 896 44,226,179 15.05
91% - 95%.................... 2,240 114,152,563 38.85
96% - 100%................... 1,443 78,231,434 26.62
----- ------------ ------
Total................... 5,782 $293,828,356 100.00%
===== ============ ======
</TABLE>
(1) The weighted average original Loan-to-Value Ratio of the Assets was
approximately 90.69% 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
<PAGE>
MHP PREPAYMENT SENSITIVITIES
<TABLE>
<CAPTION>
0% MHP 100% MHP 150% MHP
------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
WAL Maturity WAL Maturity WAL Maturity
TO CALL
Class A-1 16.54 11/27 8.55 02/22 6.60 04/18
Class M-1 24.23 11/27 15.27 02/22 11.98 04/18
Class M-2 24.23 11/27 15.27 02/22 11.98 04/18
Class B-1 24.19 11/27 15.15 02/22 11.87 04/18
TO MATURITY
Class A-1 16.61 06/29 8.78 10/27 6.88 09/25
Class M-1 24.35 12/28 15.68 11/25 12.49 11/22
Class M-2 24.32 08/28 15.55 07/24 12.31 04/21
Class B-1 24.21 03/28 15.21 04/23 11.92 08/19
<CAPTION>
200% MHP 250% MHP 300% MHP
-------- -------- --------
WAL Maturity WAL Maturity WAL Maturity
TO CALL
Class A-1 5.25 01/15 4.16 07/12 3.38 08/10
Class M-1 9.80 01/15 8.77 07/12 7.99 08/10
Class M-2 9.80 01/15 8.77 07/12 7.99 08/10
Class B-1 9.70 01/15 8.75 07/12 7.99 08/10
TO MATURITY
Class A-1 5.53 12/22 4.39 01/20 3.56 06/17
Class M-1 10.31 08/19 9.38 05/17 8.68 07/15
Class M-2 10.15 01/18 9.23 12/15 8.55 03/14
Class B-1 9.77 06/16 8.91 07/14 8.28 01/13
</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.
