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) March 23, 2000.
Oakwood Mortgage Investors, Inc.
(Exact name of registrant as specified in charter)
Nevada 333-72621 88-0396566
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109
(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 March 27, 2000 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, $298,060,000 aggregate
initial principal amount of the Registrant's Senior/Subordinated Pass-Through
Certificates, Series 2000-A, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, 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 March 27, 2000, and a related Prospectus Supplement, dated
March 27, 2000, 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.
March 23, 2000 OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Dennis W. Hazelrigg
---------------------------
Name: Dennis W. Hazelrigg
Title: President
-3-
<PAGE>
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]
Exhibit 5.1
-----------
[Hunton & Williams Letterhead]
March 23, 2000
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive
Las Vegas, Nevada 89109
OAKWOOD MORTGAGE INVESTORS, INC.
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 2000-A
------------------------------------------------------------
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
2000-A, Class A-1, Class M-1, Class M-2 and Class B-1 Certificates (the
"Certificates") by OMI Trust 2000-A (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
<PAGE>
Oakwood Mortgage Investors, Inc.
March 23, 2000
Page 2
Company, enforceable against the Company in accordance with their terms, subject
to 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 of 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
- -------------------
SERIES TERM SHEET DATED MARCH 23, 2000
- --------------------------------------
$298,060,000
[OAKWOOD LOGO APPEARS HERE]
OMI Trust 2000-A
Issuer
Oakwood Mortgage Investors, Inc.,
Depositor
Oakwood Acceptance Corporation,
Servicer
SENIOR/SUBORDINATED PASS-THROUGH CERTIFICATES, SERIES 2000-A
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 2000-A. 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 Bookrunners
Credit Suisse First Boston Banc of America Securities LLC
<PAGE>
THIS SERIES TERM SHEET WILL BE SUPERSEDED IN ITS ENTIRETY BY THE
INFORMATION APPEARING IN THE PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND THE
SERIES 2000-A POOLING AND SERVICING AGREEMENT (INCLUDING THE MAY 1999 EDITION TO
THE STANDARD TERMS) TO BE DATED AS OF MARCH 1, 2000, 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>
-----------------------------------------------------------------------------------------------------------------------------
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>
A-1 $59,000,000 Senior AAA / AAA 0.86 . %(4) 0.80 4/00 12/01
A-2 23,000,000 Senior AAA / AAA 2.00 . %(5) (6) 1.79 12/01 7/02
A-3 46,000,000 Senior AAA / AAA 3.02 . %(5) (6) 2.60 7/02 1/04
A-4 50,000,000 Senior AAA / AAA 5.00 . %(5) (6) 3.98 1/04 1/07
A-5 74,078,000 Senior AAA / AAA 11.39 . %(5) (6) 7.10 1/07 3/15
M-1 20,527,000 Mezzanine AA / AA 9.73 . %(5) (6) 6.17 10/04 3/15
M-2 12,317,000 Mezzanine A / A 9.73 . %(5) (6) 5.92 10/04 3/15
B-1 13,138,000 Subordinate BBB / BBB 9.63 . %(5) (6) 5.69 10/04 3/15
-----------------------------------------------------------------------------------------------------------------------------
</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) Based on One-Month LIBOR and subject to a cap of the Weighted Average
Net Asset Rate for the related Distribution Date. Computed on the basis
of a 360-day year and the actual number of days in each Interest
Accrual Period.
(5) Computed on the basis of a 360-day year of twelve 30-day months.
(6) The lesser of (i) specified rate per annum, or (ii) the Weighted
Average Net Asset Rate for the related distribution date.
Class Designations
CLASS A CERTIFICATES............ Class.A-1, class A-2, class A-3, class A-4
and class A-5 certificates.
CLASS M CERTIFICATES............ Class.M-1 and class M-2 certificates.
CLASS B CERTIFICATES............ Class B-1 and class B-2 certificates.
SUBORDINATED CERTIFICATES....... Class M, class B, class X and class R
certificates.
OFFERED CERTIFICATES............ Class.A, class M and class B-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 Oakwood Mortgage. The class X
and class R certificates are expected to be
sold initially to related entities of
Oakwood Mortgage, 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 $18,885,000.
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.................... March 1, 2000.
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
April 2000 (each, a "Distribution Date").
Record Date..................... With respect to each Distribution Date, (i)
for the class A-1 certificates, the business
day preceding such Distribution Date, and
(ii) for all other classes of the Offered
Certificates, 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
1
<PAGE>
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, (i)
for the class A-1 certificates, the period
commencing on the 15th day of the preceding
month through the 14th day of the month in
which such Distribution Date occurs (except
that the first Interest Accrual Period for
the class A-1 certificates will be the
period from the Closing Date through April
16th, 2000), and (ii) for all other classes
of the Offered Certificates, the calendar
month preceding the month in which the
Distribution Date occurs (each, an "Interest
Accrual Period").
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, Compensating Interest, 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 pooling and servicing
agreement, (b) amounts required to reimburse
Oakwood Mortgage or the servicer for certain
reimbursable expenses in accordance with the
pooling and servicing agreement, (c) amounts
required to reimburse any party for an
overpayment of a Repurchase Price for an
asset in accordance with the pooling and
servicing agreement, (d) the Interest
Deficiency Amount or portion thereof, if
any, paid from collections on the preceding
Distribution Date, and (e) if Oakwood
Acceptance is not the servicer, the
Servicing Fees for the related Collection
Period.
Principal distributions to the Class M
Certificates will be allocated pro rata
between the class M-1 and the class M-2
certificates. Principal distributions to the
Class B Certificates 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 Certificates.
If an Interest Deficiency Event occurs on
any Distribution Date with respect to the
class M-1, class M-2, class B-1 or 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 current Interest
Distribution Amounts, Interest Distribution
Amounts remaining unpaid from prior
Distribution Dates, Writedown Interest
Distribution Amounts or Carryover Writedown
Interest Distribution Amounts for these
classes 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, concurrently, to each class of
the Class A Certificates (a) first, the
related Interest Distribution Amount for
such Distribution Date and (b) second,
2
<PAGE>
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 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, concurrently, to each class of
the Class A Certificates, any related
Principal Distribution Shortfall Carryover
Amounts for each such class, if any, for
such Distribution Date; allocated among the
Class A Certificates pro rata based on their
respective Principal Distribution Shortfall
Carryover Amounts;
(7) seventh, to the class A-1 certificates,
the class A-2 certificates, the class A-3
certificates, the class A-4 certificates and
the class A-5 certificates, the Class A
Principal Distribution Amount, allocated in
the following sequential order: (i) first,
to the class A-1 certificates in reduction
of the certificate principal balance of such
class, until it has been reduced to zero;
(ii) second, to the class A-2 certificates
in reduction of the Certificate Principal
Balance of such class, until it has been
reduced to zero; (iii) third, to the class
A-3 certificates in reduction of the
certificate principal balance of such class,
until it has been reduced to zero; (iv)
fourth, to the class A-4 certificates in
reduction of the certificate principal
balance of such class, until it has been
reduced to zero; and (v) fifth, to the class
A-5 certificates in reduction of the
certificate principal balance of such class,
until it has been reduced to zero; PROVIDED,
HOWEVER, that on any Distribution Date on
which the Pool Scheduled Principal Balance
is less than the aggregate certificate
principal balance of the Class A
Certificates immediately prior to such
Distribution Date, the Class A Principal
Distribution Amount will be allocated among
the Class A Certificates PRO RATA based upon
their respective certificate principal
balances;
(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 Amounts
remaining unpaid from prior Distribution
Dates, 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 Amounts
remaining unpaid from prior Distribution
Dates, and (d) fourth, any related Principal
Distribution Amount
3
<PAGE>
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 Amounts
remaining unpaid from prior Distribution
Dates, 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 Amounts remaining unpaid from
prior Distribution Dates, and (d) fourth,
any related Principal Distribution Amount
until the class B-2 certificate principal
balance is reduced to zero;
(12) twelfth, if Oakwood Acceptance 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 A-2, class A-3, class A-4, class
A-5, class M-1, class M-2, class B-1 and
class B-2 certificates, in that order, 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
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;
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 October 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 certificate
principal balance - as adjusted for
write-downs - 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 1.79 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 certificate principal
balance - as adjusted for write-downs - of
the Subordinated Certificates and the
Current Overcollateralization Amount and the
denominator of which is the Pool Scheduled
Principal Balance on the Cut-off Date.
Performance Test................ The Average Sixty 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 following
percentages of the original Pool Scheduled
Principal Balance set forth below:
7% October 2004 through March 2006,
8% April 2006 through March 2007,
4
<PAGE>
9.5% April 2007 through September 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 A-2, class A-3, class A-4, class A-5,
class M-1, class M-2, class B-1 and class
B-2 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 3.5% 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
Pool 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 certificate
principal balance - as adjusted for
write-downs - 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
certificate principal balance - as adjusted
for write-downs - 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 certificate
principal balance - as adjusted for
write-downs - 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
certificate principal balance - as adjusted
for write-downs - 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.
5
<PAGE>
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 Distribution Date set
forth below (with respect to each class of
certificates, the "Final Scheduled
Distribution Date"). For each class of the
class A Certificates, the Final Scheduled
Distribution Dates were determined based on
the assumptions that (I) there are no
defaults, prepayments or delinquencies with
respect to payments due on the Assumed
Contract Characteristics and (ii) the
optional termination right is not exercised
by the Servicer. For each class of the
Subordinate Certificates, the Final
Scheduled Distribution Dates were determined
by the maturity date of the asset with the
latest stated maturity.
Final Scheduled
Distribution Dates
------------------
Class A-1 Certificates.......... April 15, 2010
Class A-2 Certificates.......... September 15, 2012
Class A-3 Certificates.......... November 15, 2016
Class A-4 Certificates.......... May 15, 2022
Class A-5 Certificates.......... September 15, 2029
Class M-1 Certificates.......... April 15, 2030
Class M-2 Certificates.......... April 15, 2030
Class B-1 Certificates.......... April 15, 2030
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 July 2030 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 pooling and
servicing agreement, will have the option to
purchase from the Trust all assets then
outstanding and all other property in the
trust 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 rate
manufactured housing installment sales
contracts (the "Contracts") secured by
security interests in manufactured homes, as
defined herein (the "Manufactured Homes"),
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").
The asset pool consists of 6,620 assets
having an aggregate Pool Scheduled Principal
Balance as of the Cut-off Date of
$328,440,849.57.
6
<PAGE>
As of the Cut-off Date, approximately 40.41%
of the assets are Mortgage Loans. Based on
Cut-off Date Pool Scheduled Principal
Balance, approximately 76.58% of the assets
are secured by Manufactured Homes which were
new, approximately 3.87% of the assets are
secured by Manufactured Homes which were
used, approximately 18.26% of the assets are
secured by Manufactured Homes which were
repossessed and approximately 1.29% 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
located in 42 states and the District of
Columbia, and approximately 16.16% and
12.78% 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 18.00%. The
weighted averaged APR of the assets as of
the Cut-off Date is approximately 10.09%.
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 18
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 317 months, and a weighted
average remaining term to stated maturity of
approximately 315 months. The assets have
Loan-to-Value Ratio as of the Cut-off Date
of at least 12.34% but not more than
100.00%. As of the Cut-off Date, the assets
had a weighted average Loan-to-Value Ratio
of approximately 90.25%. The final scheduled
payment date on the asset with the latest
maturity occurs in April 2030. Approximately
0.64% of the assets, having an aggregate
principal balance as of the Cut-off Date of
approximately $2,113,423, 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, 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.................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
distributions 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, OAKWOOD CAPITAL 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, class A-2, class A-3, class
A-4, class A-5 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 Acceptance. 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, DECEMBER 31,
--------------------------------------------------------------- ------------------------
1995 1996 1997 1998 1999 1998 1999
----------- ---------- ----------- ----------- ----------- ----------- -----------
Total Number of Serviced Assets
<S> <C> <C> <C> <C> <C> <C> <C>
Oakwood Originated.......... 51,566 67,120 89,411 111,351 122,955 114,697 121,598
Acquired Portfolios......... 4,872 4,177 3,602 2,818 2,160 2,635 2,053
Aggregate Outstanding Principal
Balance of Serviced Assets
Oakwood Originated.......... $1,130,378 $1,687,406 $2,499,794 $3,536,657 $4,223,475 $3,692,078 $4,227,795
Acquired Portfolios......... $70,853 $57,837 $47,027 $35,882 $26,306 $32,734 $24,607
Average Outstanding Principal
Balance per Serviced Asset
Oakwood Originated.......... $21.9 $25.1 $28.0 $31.8 $34.3 $32.2 $34.8
Acquired Portfolios......... $14.5 $13.8 $13.1 $12.7 $12.2 $12.4 $12.0
Weighted Average Interest Rate
of Serviced Assets
Oakwood Originated.......... 12.0% 11.5% 11.0% 10.8% 10.6% 10.7% 10.6%
Acquired Portfolios......... 11.3% 11.2% 11.1% 11.0% 10.7% 11.0% 10.7%
</TABLE>
<TABLE>
<CAPTION>
DELINQUENCY EXPERIENCE (1)
(DOLLARS IN THOUSANDS)
AT SEPTEMBER 30, DECEMBER 31,
-------------------------------------------------- --------------------
1995 1996 1997 1998 1999 1998 1999
-------- -------- -------- -------- -------- -------- --------
Total Number of Serviced Assets
<S> <C> <C> <C> <C> <C> <C> <C>
Oakwood Originated.................. 51,566 67,120 89,411 111,351 122,955 114,697 121,598
Acquired Portfolios................. 4,872 4,177 3,602 2,818 2,160 2,635 2,053
Number of Delinquent Assets (2)..........
Oakwood Originated:.................
30-59 Days......................... 601 835 1,171 2,345 3,391 2,695 2,953
60-89 Days......................... 185 308 476 906 1,046 973 1,077
90 Days or More.................... 267 492 716 1,222 1,783 1,474 2,368
Total Number of Assets Delinquent 1,053 1,635 2,363 4,473 6,220 5,142 6,398
Acquired Portfolios.................
30-59 Days......................... 63 66 90 75 59 52 47
60-89 Days......................... 17 23 23 31 14 19 18
90 Days or More.................... 76 62 75 57 45 53 52
Total Number of Assets Delinquent 156 151 188 163 118 124 117
Total Delinquencies as a Percentage of
Serviced Assets (3).................
Oakwood Originated.................. 2.0% 2.4% 2.6% 4.0% 5.1% 4.5% 5.3%
Acquired Portfolios................. 3.2% 3.6% 5.2% 5.8% 5.5% 4.7% 5.7%
</TABLE>
(1) Assets that are already the subject of repossession or foreclosure
procedures are not included in "delinquent assets" for purposes of this
table.
(2) The period of delinquency is based on the number of days payments are
contractually past due (assuming 30-day months). Consequently, a payment due
on the first day of a month is not 30 days delinquent until the first day of
the next month.
(3) By number of assets.
9
<PAGE>
<TABLE>
<CAPTION>
LOAN LOSS/REPOSSESSION EXPERIENCE
(DOLLARS IN THOUSANDS)
AT OR FOR THE FISCAL YEAR AT OR FOR THE THREE
ENDED MONTHS ENDED
SEPTEMBER 30, DECEMBER
31,
------------------------------------------------------------ ------------------------
1995 1996 1997 1998 1999 1998 1999
--------- ---------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Number of Serviced
Assets (1)................. 56,438 71,297 93,013 114,169 125,115 117,332 123,651
Average Number of Serviced
Assets During Period....... 50,742 63,868 82,155 103,591 119,642 115,751 124,383
Number of Serviced
Assets Repossessed......... 1,718 2,746 3,885 5,411 7,790 1,865 1,860
Serviced Assets Repossessed as a
Percentage of Total Serviced
Assets (2)................. 3.04% 3.85% 4.18% 4.74% 6.23% 6.36%(6) 6.02%(6)
Serviced Assets Repossessed as a
Percentage of Average Number
of Serviced Assets......... 3.39% 4.30% 4.73% 5.22% 6.51% 6.44%(6) 5.98%(6)
Average Outstanding Principal
Balance of Assets (3)......
Oakwood Originated......... $976,905 $1,409,467 $2,065,033 $2,978,235 $3,839,274 $3,573,337 $4,183,390
Acquired Portfolios........ $30,235 $27,351 $22,943 $19,179 $14,781 $16,276 $12,113
Net Losses from Asset
Liquidation(4):
Total Dollars (3)..........
Oakwood Originated....... $7,303 $14,248 $26,872 $45,189 $66,037 $14,266 $13,205
Acquired Portfolios...... $473 $592 $528 $220 $173 $34 $28
As a Percentage of Average
Outstanding Principal Balance
of Assets (3) (5)
Oakwood Originated....... 0.75% 1.01% 1.30% 1.52% 1.72% 1.60%(6) 1.26%(6)
Acquired Portfolios...... 1.56% 2.16% 2.30% 1.15% 1.17% 0.84%(6) 0.92%(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 and serviced by Oakwood
Acceptance and others.
(4) Net losses represent all losses incurred on Oakwood Acceptance -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.
(5) Total net losses incurred on assets liquidated during the applicable period
expressed as a percentage of the average outstanding principal balance of
all assets at the end of the applicable period.
(6) Annualized.
The data presented in the foregoing tables are for illustrative
purposes only and there is no assurance that the delinquency, loan loss or
repossession experience of the Assets will be similar to that set forth above.
The delinquency, loan loss and repossession experience of manufactured housing
contracts historically has been sharply affected by a downturn in regional or
local economic conditions. These regional or local economic conditions are often
volatile, and no predictions can be made regarding future economic conditions in
any particular area. These downturns have tended to increase the severity of
loss on repossession because of the increased supply of used manufactured homes,
which in turn may affect the supply in other regions.
10
<PAGE>
Whenever reference is made herein to a percentage of the assets (or to
a percentage of the scheduled principal balance of the assets), the percentage
is calculated based on the scheduled principal balances ("SPB") of the assets as
of the Cut-off Date. In addition, numbers in any columns in the tables below may
not sum exactly to the total number at the bottom of the column due to rounding.
<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.................... 217 $ 8,775,214 2.67%
Alaska..................... 2 95,465 0.03
Arizona.................... 254 18,754,019 5.71
Arkansas................... 121 5,171,648 1.57
California................. 43 4,221,721 1.29
Colorado................... 99 5,866,659 1.79
Delaware................... 46 2,124,977 0.65
Florida.................... 144 7,678,611 2.34
Georgia.................... 317 13,729,742 4.18
Idaho...................... 57 4,205,629 1.28
Illinois................... 7 343,944 0.10
Indiana.................... 13 791,245 0.24
Iowa....................... 3 250,926 0.08
Kansas..................... 75 3,649,655 1.11
Kentucky................... 168 7,424,661 2.26
Louisiana.................. 240 9,990,420 3.04
Maryland................... 8 418,511 0.13
Michigan................... 23 1,784,191 0.54
Minnesota.................. 2 126,446 0.04
Mississippi................ 169 6,865,675 2.09
Missouri................... 173 7,486,011 2.28
Montana.................... 7 426,131 0.13
Nebraska................... 3 318,634 0.10
Nevada..................... 57 4,537,817 1.38
New Jersey................. 1 78,342 0.02
New Mexico................. 162 8,000,853 2.44
New York................... 3 170,484 0.05
North Carolina............. 1,250 53,080,948 16.16
Ohio....................... 119 6,156,344 1.87
Oklahoma................... 124 6,327,584 1.93
Oregon..................... 171 18,080,522 5.50
Pennsylvania............... 2 100,698 0.03
South Carolina............. 489 19,643,413 5.98
South Dakota............... 1 105,526 0.03
Tennessee.................. 456 19,407,128 5.91
Texas...................... 921 41,968,779 12.78
Utah....................... 31 2,043,638 0.62
Virginia................... 326 14,253,299 4.34
Washington................. 181 18,181,563 5.54
Washington DC.............. 1 29,891 0.01
West Virginia.............. 113 4,133,279 1.26
Wisconsin.................. 3 80,644 0.02
Wyoming.................... 18 1,559,961 0.47
------- -------------- --------
Total................... 6,620 $328,440,850 100.00%
======= ============== ========
</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> <C>
1989..................... 1 $ 6,789 0.00%
1993..................... 1 47,292 0.01
1994..................... 1 10,585 0.00
1995..................... 1 15,147 0.00
1997..................... 5 119,717 0.04
1998..................... 23 1,307,210 0.40
1999..................... 3,935 215,552,627 65.63
2000..................... 2,653 111,381,482 33.91
----- ------------- -----
Total............... 6,620 $328,440,850 100.00%
===== ============ ======
</TABLE>
- ------------------
(1) The weighted average seasoning of the assets was approximately 2 months as
of the Cut-off Date.
<TABLE>
<CAPTION>
DISTRIBUTION OF ORIGINAL ASSET AMOUNTS(1)
NUMBER OF AGGREGATE SCHEDULED PERCENTAGE OF
ORIGINAL ASSET AMOUNT ASSETS PRINCIPAL BALANCE ASSET POOL BY SPB
<S> <C> <C> <C>
$ 4,999 or less.............. 9 $ 33,281 0.01%
$ 5,000 - $ 9,999......... 62 466,654 0.14
$ 10,000 - $ 14,999.......... 148 1,860,786 0.57
$ 15,000 - $ 19,999.......... 278 4,896,846 1.49
$ 20,000 - $ 24,999.......... 454 10,288,213 3.13
$ 25,000 - $ 29,999.......... 787 21,685,345 6.60
$ 30,000 - $ 34,999.......... 843 27,361,570 8.33
$ 35,000 - $ 39,999.......... 663 24,648,610 7.50
$ 40,000 - $ 44,999.......... 469 19,857,629 6.05
$ 45,000 - $ 49,999.......... 416 19,757,870 6.02
$ 50,000 - $ 54,999.......... 371 19,365,402 5.90
$ 55,000 - $ 59,999.......... 342 19,537,114 5.95
$ 60,000 - $ 64,999.......... 277 17,231,628 5.25
$ 65,000 - $ 69,999.......... 191 12,858,604 3.92
$ 70,000 - $ 74,999.......... 212 15,323,319 4.67
$ 75,000 - $ 79,999.......... 175 13,526,589 4.12
$ 80,000 - $ 84,999.......... 155 12,768,073 3.89
$ 85,000 - $ 89,999.......... 112 9,770,265 2.97
$ 90,000 - $ 94,999.......... 95 8,752,747 2.66
$ 95,000 - $ 99,999.......... 82 7,961,224 2.42
$100,000 or more............... 479 60,489,081 18.42
----- ------------ -------
Total..................... 6,620 $328,440,850 100.00%
===== ============ ======
</TABLE>
(1) The highest original asset amount was $263,288, which represents
approximately 0.08% of the aggregate principal balance of the assets at
origination. The average original principal amount of the assets was
approximately $49,756 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
<S> <C> <C> <C> <C>
6.000% - 6.999%............ 218 $ 19,783,216 6.02%
7.000% - 7.999%............ 488 46,017,216 14.01
8.000% - 8.999%........... 573 44,565,871 13.57
9.000% - 9.999%.......... 851 51,531,706 15.69
10.000% - 10.999%.......... 1,075 49,368,024 15.03
11.000% - 11.999%.......... 1,684 57,221,085 17.42
12.000% - 12.999%.......... 937 34,192,126 10.41
13.000% - 13.999%.......... 549 17,852,362 5.44
14.000% - 14.999%.......... 202 6,519,962 1.99
15.000% - 15.999%.......... 41 1,344,207 0.41
16.000% or more............ 2 45,075 0.01
----- ------------- ------
Total................. 6,620 $328,440,850 100.00%
===== ============ ======
</TABLE>
(1) The weighted average current asset rate was approximately 10.09% as of the
Cut-off Date. This table reflects the asset rates of the Step-up Rate Loans
as of the Cut-off Date and does not reflect any subsequent increases in the
asset rates of the Step-up Rate Loans.
<TABLE>
<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> <C>
1 - 60 months........ 91 $ 819,753 0.25%
61 - 96 months......... 94 1,333,049 0.41
97 - 120 months.......... 188 3,762,711 1.15
121 - 156 months........... 357 7,963,793 2.42
157 - 180 months........... 569 15,859,171 4.83
181 - 216 months........... 86 2,629,008 0.80
217 - 240 months........... 1,204 39,900,151 12.15
241 - 300 months........... 1,203 48,726,716 14.84
301 - 360 months........... 2,828 207,446,498 63.16
----- ------------- -------
Total.................... 6,620 $328,440,850 100.00%
===== ============ ======
</TABLE>
(1) The weighted average remaining term to maturity of the assets was
approximately 315 months as of the Cut-off Date.
<TABLE>
<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> <C>
1 - 60 months........ 88 $ 790,860 0.24%
61 - 96 months......... 95 1,344,567 0.41
97 - 120 months.......... 187 3,738,908 1.14
121 - 156 months........... 358 7,963,271 2.42
157 - 180 months........... 570 15,862,970 4.83
181 - 216 months........... 82 2,514,374 0.77
217 - 240 months........... 1,209 40,052,683 12.19
241 - 300 months........... 1,202 48,679,424 14.82
301 - 360 months........... 2,829 207,493,790 63.18
----- ------------- -------
Total.................... 6,620 $328,440,850 100.00%
===== ============ ======
</TABLE>
(1) The weighted average original term to maturity of the assets was
approximately 317 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................ 50 $ 1,818,186 0.55%
51% - 55%.................... 34 1,611,963 0.49
56% - 60%.................... 38 1,624,331 0.49
61% - 65%.................... 72 4,204,729 1.28
66% - 70%.................... 108 5,778,973 1.76
71% - 75%.................... 173 9,675,949 2.95
76% - 80%.................... 271 16,122,829 4.91
81% - 85%.................... 540 28,169,136 8.58
86% - 90%.................... 913 46,720,697 14.22
91% - 95%.................... 2,668 135,183,748 41.16
96% - 100%................... 1,753 77,530,309 23.61
----- ------------- --------
Total................... 6,620 $328,440,850 100.00%
===== ============ ======
</TABLE>
(1) The weighted average original Loan-to-Value Ratio of the assets was
approximately 90.25% 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 5.63 04/10 1.46 02/03 1.08 05/02
Class A-2 11.29 09/12 3.45 04/04 2.52 03/03
Class A-3 14.54 11/16 5.27 10/06 3.84 01/05
Class A-4 19.08 05/22 8.72 11/11 6.45 12/08
Class A-5 25.87 04/28 17.69 03/22 14.13 05/18
Class M-1 23.98 04/28 15.09 03/22 11.87 05/18
Class M-2 23.98 04/28 15.09 03/22 11.87 05/18
Class B-1 23.93 04/28 14.95 03/22 11.74 05/18
TO MATURITY
Class A-1 5.63 04/10 1.46 02/03 1.08 05/02
Class A-2 11.29 09/12 3.45 04/04 2.52 03/03
Class A-3 14.54 11/16 5.27 10/06 3.84 01/05
Class A-4 19.08 05/22 8.72 11/11 6.45 12/08
Class A-5 26.08 09/29 18.50 02/28 15.09 11/25
Class M-1 24.10 04/29 15.50 12/25 12.36 10/22
Class M-2 24.06 12/28 15.36 07/24 12.16 01/21
Class B-1 23.94 07/28 14.98 02/23 11.77 04/19
200% MHP 250% MHP 300% MHP
-------- -------- --------
WAL Maturity WAL Maturity WAL Maturity
TO CALL
Class A-1 0.86 12/01 0.71 08/01 0.61 06/01
Class A-2 2.00 07/02 1.68 03/02 1.44 11/01
Class A-3 3.02 01/04 2.50 05/03 2.14 11/02
Class A-4 5.00 01/07 3.88 03/05 3.27 03/04
Class A-5 11.39 03/15 9.03 10/12 7.15 12/10
Class M-1 9.73 03/15 8.74 10/12 7.98 12/10
Class M-2 9.73 03/15 8.74 10/12 7.98 12/10
Class B-1 9.63 03/15 8.71 10/12 7.98 12/10
TO MATURITY
Class A-1 0.86 12/01 0.71 08/01 0.61 06/01
Class A-2 2.00 07/02 1.68 03/02 1.44 11/01
Class A-3 3.02 01/04 2.50 05/03 2.14 11/02
Class A-4 5.00 01/07 3.88 03/05 3.27 03/04
Class A-5 12.34 02/23 9.81 02/20 7.76 08/17
Class M-1 10.23 08/19 9.32 06/17 8.64 08/15
Class M-2 10.05 12/17 9.16 11/15 8.50 04/14
Class B-1 9.67 04/16 8.84 06/14 8.23 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 or Banc of America
Securities, LLC. All information described above is preliminary, limited in
nature and subject to completion or amendment. Credit Suisse First Boston and
Banc of America Securities LLC make no representations that the above referenced
security will actually perform as described in any scenario presented.
15
