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) May 8, 1998
CONSUMER PORTFOLIO SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
California
(State or Other Jurisdiction of Incorporation)
333-49945
(Commission File Number)
33-0459135
(I.R.S. Employer Identification No.)
2 Ada, Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(714) 753-6800
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
The Registrant is filing final forms of the exhibits listed in Item
7(c) below.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
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20.1 Computational Material
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSUMER PORTFOLIO SERVICES, INC.,
as Originator of the Trust (Registrant)
Dated: May 12, 1998 By: /s/ Jeffrey P. Fritz
-----------------------------
Jeffrey P. Fritz
Senior Vice President
-3-
INDEX TO EXHIBITS
Sequential
Exhibit No. Document Description Page No.
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20.1 Computational Material
-4-
Exhibit 20.1
Computational Material
CPS Auto Grantor Trust 1998-2
$200,490,176 of Class A Certificates
Underwritten by
First Union Capital Markets,
a Division of Wheat First Securities, Inc.
Preliminary Background Information
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy securities are made only by, and this information
must be read in conjunction with, the final prospectus supplement and the
related prospectus (the "Offering Document"). Information contained herein does
not purport to be complete and is subject to the same qualifications and
assumptions, and should be considered by investors only in the light of the same
warnings, lack of assurances and representations and other precautionary
matters, as disclosed in the Offering Document. Information regarding the
underlying assets has been provided by the issuer of the securities or an
affiliate thereof and has not been independently verified by the underwriter or
its respective affiliates. The analyses contained herein have been prepared and
disseminated exclusively by the underwriter and the contents and accuracy
thereof have not been reviewed by the issuer nor is the issuer or any affiliate
thereof responsible for the accuracy thereof. This information was prepared on
the basis of certain assumptions (including, in certain case assumptions
specified by the recipient hereof) regarding payments, interest rates, weighted
average lives and weighted average loan age, loss and other matters, including,
but not limited to, the assumptions described in the Offering Document.
Different assumptions could yield substantially different results. Neither the
underwriter, nor any of its affiliates, makes any representation or warranty as
to the actual rate or timing of payments on any of the underlying assets or the
payments or yield on the securities. This information supersedes any prior
versions hereof and will be deemed to be superseded by any subsequent versions
(including, with respect to any description of the securities or the underlying
assets, the information contained in the Offering Document and any other
information subsequently filed with the Securities and Exchange Commission).
I. TRANSACTION HIGHLIGHTS
Summary of Offering
Issuer: CPS Auto Grantor Trust 1998-2
Seller: CPS Receivables Corp.
Underwriter: First Union Capital Markets, a division of
Wheat First Securities, Inc. ("First Union
Capital Markets")
Principal Amount: $200,490,176.03
Expected Rating (Moody's/S&P): Aaa/AAA
Certificate Percentage: The "Class A Percentage" as of any date of
determination will be 95%. The "Class B
Percentage" as of any date of determination
will be 5%.
Pass-Through Rate: Interest will accrue on the Class A
Certificate Balance at a rate of [ ]% per
annum, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
Price: [ ]
Pricing Prepayment Speed: 1.5 ABS
Projected Weighted Average Life/
Average Life to Call: 1.91 yrs. /1.86 yrs.
Distribution Dates: The 15th day of each month commencing June
15, 1998.
Trust: CPS Auto Grantor Trust 1998-2 (the "Trust")
to be formed pursuant to the Pooling and
Servicing Agreement, dated as of May 1, 1998
among the Seller, the Servicer and the
Trustee and Standby Servicer (the
"Agreement").
Originators: Consumer Portfolio Services, Inc. ("CPS"), a
California corporation, Samco Acceptance
Corp. ("Samco"), a Delaware corporation, and
Linc Acceptance Company LLC ("Linc"; Samco
and Linc are each an "Affiliated Originator"
and are, together, the "Affiliated
Originators"), a Delaware limited liability
company (each, in such capacity, an
"Originator" and, together, the
"Originators"). CPS holds an 80% ownership
interest in each of Samco and Linc.
Servicer: Consumer Portfolio Services, Inc. ("CPS" or,
in its capacity as the servicer, the
"Servicer").
Trustee and Standby Servicer: Norwest Bank Minnesota, National
Association, a national banking association
("Norwest" and in its capacity as trustee,
the "Trustee" and in its capacity as standby
servicer, the "Standby Servicer"), located
at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-1054.
Certificate Insurer: Financial Security Assurance Inc., a
financial guaranty insurance company
incorporated under the laws of the State of
New York (the "Certificate Insurer").
Closing Date: On or about May 18, 1998 (the "Closing
Date").
Description of the
Securities Offered: The Certificates consist of two classes,
entitled [ ]% Asset-Backed Certificates,
Class A (the "Class A Certificates") and [
]% Asset-Backed Certificates, Class B (the
"Class B Certificates" and, together with
the Class A Certificates, the
"Certificates"). Each Certificate will
evidence beneficial ownership of an
undivided interest in the Trust. The Class A
Certificates will evidence, in the
aggregate, beneficial ownership of an
undivided interest in the Trust Assets equal
to the Class A Percentage of the Trust
Assets, but not including any interest
received by the Trust in excess of the Class
A Pass-Through Rate. The Class B
Certificates will evidence, in the
aggregate, beneficial ownership of an
undivided interest in the Trust Assets equal
to the Class B Percentage of the Trust
Assets, but not including any interest
received by the Trust in excess of the Class
B Pass-Through Rate.
The "Class A Percentage" as of any date of
determination will be 95%. The "Class B
Percentage" as of any date of determination
will be 5%.
The rights of the Class B Certificates to
receive distributions will be subordinated
to the rights of the Class A Certificates
and the Certificate Insurer to the extent
described herein.
The Class A Certificates will be offered for
purchase in denominations of $1,000 and in
integral multiples thereof.
Trust Assets: The property of the Trust (the
"Trust Assets") will include (i) a pool of
retail installment sale contracts
(collectively, the "Receivables") secured by
the new and used automobiles, light trucks,
vans and minivans financed thereby (the
"Financed Vehicles"), (ii) with respect to
Rule of 78's Receivables, all payments due
thereon after May 1, 1998 (the "Cutoff
Date"), and, with respect to Simple Interest
Receivables, all payments received
thereunder after the Cutoff Date, (iii)
security interests in the Financed Vehicles,
(iv) certain bank accounts and the proceeds
thereof, (v) the right of the Seller to
receive proceeds from claims under, or
refunds of unearned premiums from, certain
insurance policies and extended service
contracts, (vi) all right, title and
interest of the Seller in and to the
Purchase Agreements (as defined below),
(vii) the Policy issued by the Certificate
Insurer with respect to the Class A
Certificates, and (viii) certain other
property, as more fully described herein.
The Receivables will be purchased by the
Seller from CPS, Samco or Linc pursuant to
the Purchase Agreements on or prior to the
Closing Date. The Receivables arise from
loans originated by automobile dealers,
independent finance companies ("IFCs") or
Deposit Institutions for assignment to CPS,
Samco or Linc pursuant to CPS's auto loan
programs.
The Receivables: As of the Cutoff Date, the aggregate
outstanding principal balance of the
Receivables was $211,042,291 (the "Original
Pool Balance"). On the Closing Date, the
Seller will purchase the Receivables from
CPS, Samco and Linc pursuant to three
purchase agreements, each dated as of May 1,
1998 (the "CPS Purchase Agreement", "Samco
Purchase Agreement" and "Linc Purchase
Agreement", respectively, and each, a
"Purchase Agreement" and, together, the
"Purchase Agreements"), each between the
respective Originator and the Seller. The
Receivables sold by CPS, Samco and Linc (the
"CPS Receivables", "Samco Receivables" and
"Linc Receivables", respectively) will
represent approximately 92.12%, 5.53% and
2.35%, respectively, of the Pool Balance as
of the Cutoff Date. The Trust, in turn, will
purchase the Receivables on the Closing Date
from the Seller, and the Servicer will agree
to service the Receivables, pursuant to the
Pooling and Servicing Agreement. The
Receivables consist of retail installment
sale contracts secured by new and used
automobiles, light trucks, vans and minivans
including, with respect to Rule of 78's
Receivables, the rights to all payments due
with respect to such Receivables after the
Cutoff Date, and, with respect to Simple
Interest Receivables, the rights to all
payments received with respect to such
Receivables after the Cutoff Date. As of the
Cutoff Date, approximately 91.08% of the
aggregate principal balance of the
Receivables represented financing of used
vehicles. The Receivables arise from loans
originated by automobile dealers,
independent finance companies ("IFCs") or
Deposit Institutions for assignment to CPS,
Samco or Linc pursuant to CPS's auto loan
programs. The auto loan programs target
automobile purchasers with marginal credit
ratings who are generally unable to obtain
credit from banks or other low-risk lenders.
The Receivables have been selected from the
contracts owned by the Originators based on
the criteria specified in the Agreement.
Each Receivable is a Rule of 78's Receivable
or a Simple Interest Receivable. As of the
Cutoff Date, the weighted average annual
percentage rate (the "APR") of the
Receivables was approximately 20.45%, the
weighted average remaining term to maturity
of the Receivables was approximately 56.35
months and the weighted average original
term to maturity of the Receivables was
approximately 57.46 months. As of the Cutoff
Date, no Receivable had a scheduled maturity
later than May 2003.
Class A Certificate Balance: The "Class A Certificate Balance" will
equal, initially, the Class A Percentage of
the Original Pool Balance as of the close of
business on the Cutoff Date, and thereafter
will equal the initial Class A Certificate
Balance reduced by all principal
distributions on the Class A Certificates.
Class A Pass-Through Rate: Interest will accrue on the Class A
Certificate Balance at a rate of [ ]% per
annum, calculated on the basis of a 360-day
year consisting of twelve 30-day months (the
"Class A Pass-Through Rate").
Class B Certificate Balance: The "Class B Certificate Balance" will
equal, initially, the Class B Percentage of
the Original Pool Balance as of the close of
business on the Cutoff Date, and thereafter
will equal the initial Class B Certificate
Balance reduced by all principal
distributions on the Class B Certificates.
Class B Pass-Through Rate: Interest will accrue on the principal
balance of the Class B Certificates
outstanding from time to time at a rate of [
]% per annum, calculated on the basis of a
360-day year consisting of twelve 30-day
months (the "Class B Pass-Through Rate").
Interest: On the 15th of each month (or the next
following Business Day) beginning June 15,
1998 (each, a "Distribution Date"), the
Trustee will, to the extent there are funds
available from the sources described herein,
pass-through and (i) distribute pro rata to
the holders of record of the Class A
Certificates (the "Class A
Certificateholders") as of the related
Record Date thirty (30) days' of interest at
the Class A Pass-Through Rate on the Class A
Certificate Balance as of the close of
business on the last day of the related
Collection Period and (ii) distribute pro
rata to the holders of record of the Class B
Certificates (the "Class B
Certificateholders") as of the related
Record Date thirty (30) days' of interest at
the Class B Pass-Through Rate on the Class B
Certificate Balance as of the close of
business on the last day of the related
Collection Period. The final scheduled
Distribution Date on the Certificates will
be the November 2003 Distribution Date (the
"Final Scheduled Distribution Date").
Principal: On each Distribution Date, the Trustee will,
to the extent that there are funds available
from the sources described herein,
distribute to
(a) the Class A Certificateholders as of the
related Record Date an amount equal to the
Class A Percentage of the Principal
Distributable Amount and (b) the Class B
Certificateholders as of the related Record
Date an amount equal to the Class B
Percentage of the Principal Distributable
Amount. The "Principal Distributable Amount"
for a Distribution Date shall equal the sum
of (a) the principal portion of all
Scheduled Payments due and received during
the preceding Collection Period on Rule of
78's Receivables and all payments of
principal received on Simple Interest
Receivables during the preceding Collection
Period; (b) the principal portion of all
prepayments in full (including prepayments
in full resulting from collections with
respect to a Receivable received during the
preceding Collection Period plus any amounts
applied from the Payahead Account with
respect to such Receivable) (without
duplication of amounts included in (a) above
and (d) below); (c) the portion of the
Purchase Amount allocable to principal of
each Receivable that was repurchased by CPS
or purchased by the Servicer as of the last
day of the related Collection Period
(without duplication of the amounts referred
to in (a) and (b) above); (d) the Principal
Balance of each Receivable that first became
a Liquidated Receivable during the preceding
Collection Period (without duplication of
the amounts included in (a) and (b) above);
and (e) the aggregate amount of Cram Down
Losses that shall have occurred during the
preceding Collection Period (without
duplication of amounts included in (a)
through (d) above). In
addition, on the Final Scheduled
Distribution Date, the principal required to
be distributed to the Class A
Certificateholders will equal the then
outstanding Class A Certificate Balance and
the principal required to be distributed to
the Class B Certificateholders will equal
the then outstanding Class B Certificate
Balance.
A "Collection Period" with respect to a
Distribution Date will be the calendar month
preceding the month in which such
Distribution Date.
"Scheduled Payments means, for any
Collection Period, for any Receivable, the
amount indicated in such Receivables as
required to be paid by the obligor
thereunder in such Collection Period
(without giving effect to deferments of
payments granted to obligors by the Services
pursuant to the Agreement or any
rescheduling of payments in any insolvency
or similar proceedings).
Priority of Payments: On each Distribution Date, the Trustee shall
make the following distributions in the
Following order of priority:
(i) to the Servicer, the Servicing Fee and
all unpaid Servicing Fees; provided,
however, that as long as CPS is the Servicer
and Norwest, is the Standby Servicer, the
Trustee will first pay to the Standby
Servicer out of the Servicing Fee otherwise
payable to CPS an amount equal to the
Standby Fee;
(ii) in the event the Standby Servicer
becomes the successor Servicer, to the
Standby Servicer, reasonable transition
expenses (up to a maximum of $50,000)
incurred in becoming successor Servicer;
(iii) to the Trustee, the Trustee Fee , to
the extent not previously paid by the
Servicer, and other reasonable expenses of
the Trustee;
(iv) to the Collateral Agent all fees, to
the extent not previously paid by the
Servicer, and expenses payable to the
Collateral Agent with respect to such
Distribution Date;
(v) to the Class A Certificateholders, the
Class A Interest Distributable Amount and
any Class A Interest Carryover Shortfall,
plus interest on such Class A Interest
Carryover
Shortfall, to the extent permitted by law,
at the Class A Pass-Through Rate through the
current Distribution Date;
(vi) to the Class B Certificateholders, the
Class B Interest Distributable Amount and
any Class B Interest Carryover Shortfall,
plus interest on such Class B Interest
Carryover Shortfall, to the extent permitted
by law, at the Class B Pass-Through Rate
through the current Distribution Date;
(vii) to the Class A Certificateholders, the
Class A Principal Distributable Amount and
any Class A Principal Carryover Shortfall;
(viii) to the Certificate Insurer, any
amounts due to the Certificate Insurer under
the terms of the Agreement and under the
Insurance Agreement;
(ix) in the event any person other than the
Standby Servicer becomes the Servicer, to
such successor Servicer, reasonable
transition expenses (up to a maximum of
$50,000) incurred in becoming successor
Servicer;
(x) to the Class B Certificateholders, the
Class B Principal Distributable Amount and
any Class B Principal Carryover Shortfall;
and
(xi) to the Collateral Agent, for deposit
into the Spread Account, the remaining Total
Distribution Amount, if any.
Spread Account: The Seller has agreed to cause the Spread
Account to be established with the
Collateral Agent for the benefit of the
Certificate Insurer and the Trustee on
behalf of the Class A Certificateholders.
Any portion of the Total Distribution Amount
remaining on any Distribution Date after
payment of all fees and expenses due on such
date to the Servicer, the Standby Servicer,
the Trustee, the Collateral Agent, the
Certificate Insurer, any successor Servicer
and all principal and interest payments due
to the Certificateholders on such
Distribution Date, will be deposited in the
Spread Account and held by the Collateral
Agent for the benefit of the Trustee, on
behalf of the Class A Certificateholders,
and the Certificate Insurer. The Collateral
Agent will not hold for the benefit of the
Class B Certificateholders the amounts on
deposit in the Spread Account on any
Distribution Date, which (after all payments
required to be made on such date have been
made) are in excess of the
requisite amount determined from time to
time in accordance with certain portfolio
performance tests agreed upon by the
Certificate Insurer and the Seller as a
condition to the issuance of the Policy
(such requisite amount, the "Requisite
Amount"). If on any Distribution Date, the
Total Distribution Amount is insufficient
(taking into account the application of the
Total Distribution Amount to the payment of
the Class B Interest Distributable Amount
and any Class B Interest Carryover
Shortfall) to pay all distributions required
to be made on such day pursuant to
priorities (i), (ii), (iii), (iv), (v),
(vii), (viii) and (ix) referred to above in
"Priority of Payments", amounts on deposit
in the Spread Account will be applied to pay
the amounts due on such Distribution Date
pursuant to such priorities (i), (ii),
(iii), (iv), (v), (vii), (viii) and (ix).
Subordination: Distributions of interest on the Class B
Certificates will be subordinated in
priority of payment to interest due on the
Class A Certificates. Distributions of
principal on the Class B Certificates will
be subordinated in priority of payment to
interest and principal due on the Class A
Certificates. Accordingly, the Class A
Certificates will receive the benefit of
amounts otherwise due on the Class B
Certificates as credit enhancement. Funds
otherwise available to pay interest on the
Class B Certificates will be applied first
to the payment of any amounts due on the
Class A Certificates on account of the Class
A Interest Distributable Amount and any
Class A Interest Carryover Shortfall before
any portion thereof is paid to the Class B
Certificateholders and funds otherwise
available to pay principal of the Class B
Certificates will be applied first to the
payment of the Class A Interest
Distributable Amount, any Class A Interest
Carryover Shortfall, the Class A Principal
Distributable Amount and any Class A
Principal Carryover Shortfall before any
portion thereof is paid to the Class B
Certificateholders.
Distribution and
Record Dates: A "Distribution Date" will be the 15th day
of each month (or if such 15th day is not a
business day, the next following business
day) commencing June 15, 1998. The record
date applicable to each Distribution Date
(each, a "Record Date") will be the 10th day
of the calendar month in which such
Distribution Date occurs.
Repurchases and
Purchases of
Certain Receivables: CPS has made certain representations and
warranties relating to the Receivables
(including the Samco Receivables and the
Linc Receivables) to the Seller in the CPS
Purchase Agreement, and the Seller has made
such representations and warranties for the
benefit of the Trust and the Certificate
Insurer in the Agreement. The Trustee, as
acknowledged assignee of the repurchase
obligations of CPS under the Purchase
Agreement, will be entitled to require CPS
to repurchase any Receivable (including any
Samco Receivable or Linc Receivable) if such
Receivable is materially adversely affected
by a breach of any representation or
warranty made by CPS with respect to the
Receivable and such breach has not been
cured within the applicable cure period
following discovery by the Seller or CPS or
notice to the Seller and CPS.
The Servicer will be obligated to repurchase
any Receivable if, among other things, it
extends the date for final payment by the
Obligor of such Receivable beyond the last
day of the penultimate Collection Period
preceding the Final Scheduled Distribution
Date or fails to maintain a perfected
security interest in the Financed Vehicle.
The Policy: On the Closing Date, the Insurer will issue
the Policy to the Trustee for the benefit of
the Class A Certificateholders (the
"Policy"). Pursuant to the Policy, the
Insurer will unconditionally and irrevocably
guarantee to the Class A Certificateholders
payment of the Class A Certificateholders'
Interest Distributable Amount and the Class
A Certificateholders' Principal
Distributable Amount (collectively, the
"Class A Guaranteed Distribution Amount") on
each Distribution Date. The Class B
Certificates do not have the benefit of the
Policy.
Servicing: The Servicer will be responsible for
servicing, managing and making collections
on the Receivables. On or prior to the next
billing period after the Cutoff Date, the
Servicer will notify each Obligor to make
payments with respect to the Receivables
after the Cutoff Date directly to a post
office box in the name of the Trustee for
the benefit of the Certificateholders and
the Certificate Insurer (the "Post Office
Box"). On each Business Day, Bank of America
National Trust and Savings Association, as
the lock-box processor (the "Lock-Box
Processor"), will transfer any such payments
received in the Post Office Box to a
segregated lock-box account at Bank of
America (the "Lock-Box Bank"), in the name
of the Seller for the benefit of the
Certificateholders and the Certificate
Insurer (the "Lock-Box Account"). Within two
Business Days of receipt of funds into the
Lock-Box Account, the Servicer is required
to direct the Lock-Box Bank to effect a
transfer of funds from the Lock-Box Account
to one or more accounts established with the
Trustee.
Standby Servicer: If an Event of Default occurs and remains
unremedied, (1) provided no Certificate
Insurer Default has occurred and is
continuing, then the Certificate Insurer in
its sole and absolute discretion, or (2) if
a Certificate Insurer Default shall have
occurred and be continuing, then the Trustee
or the holders of Class A Certificates
evidencing not less than 25% of the Class A
Certificate Balance, may terminate the
rights and obligations of the Servicer under
the Agreement. If such event occurs when CPS
is the Servicer, or, if CPS resigns as
Servicer or is terminated as Servicer by the
Certificate Insurer, Norwest (in such
capacity, the "Standby Servicer"), has
agreed to serve as successor Servicer under
the Agreement pursuant to a Servicing
Assumption Agreement dated as of May 1, 1998
among CPS, the Standby Servicer and the
Trustee (the "Servicing Assumption
Agreement"). The Standby Servicer will
receive a portion of the Servicing Fee (the
"Standby Fee") for agreeing to stand by as
successor Servicer and for performing other
functions. If the Standby Servicer or any
other entity serving at the time as Standby
Servicer becomes the successor Servicer, it
will receive compensation at a Servicing Fee
Rate not to exceed 3.00% per annum.
Servicing Fee: The Servicing Fee for each Distribution Date
shall be equal to the sum of (i) the result
of one-twelfth times 2.00% of the Pool
Balance as of the close of business on the
last day of the second preceding Collection
Period plus (ii) the result of one-twelfth
times 0.08% of the aggregate outstanding
principal balance of the Certificates as of
the close of business on the last day of the
second preceding Collection Period;
provided, however, that with respect to the
first Distribution Date the Servicer will be
entitled to receive a Servicing Fee equal to
the sum of (i) the result of one-twelfth
times 2.00% of the Original Pool Balance
plus (ii) the result of one-twelfth times
0.08% of the aggregate outstanding principal
balance of the Certificates as of the
Closing Date. As additional servicing
compensation, the Servicer will also be
entitled to certain late fees, prepayment
charges and other administrative fees or
similar charges. For so long as CPS is
Servicer, a portion of the Servicing Fee,
equal to the Standby Fee, will be payable to
the Standby Servicer.
Optional Purchase: The Servicer may at its option purchase all
the Receivables as of the last day of any
month on or after which the aggregate
principal balance of the Receivables is
equal to 10% or less of the Original Pool
Balance, at a purchase price equal to the
aggregate principal balance of the
Receivables, plus accrued interest at the
respective APRs; provided that the
Servicer's right to exercise such option
will be subject to the prior approval of the
Certificate Insurer if, after giving effect
thereto, a claim under the Policy would
occur or any amount owing to the Certificate
Insurer or the holders of the Class A
Certificates would remain unpaid.
Certain Legal Aspects of
the Receivables;
Purchase Obligations: In connection with the sale of the
Receivables, security interests in the
Financed Vehicles securing the Receivables
will be assigned by the Originators to the
Seller pursuant to the Purchase Agreements
and by the Seller to the Trustee pursuant to
the Agreement. Certain of the Receivables
(the "Affiliate Receivables"), representing
approximately 7.88% of the aggregate
principal balance of the Receivables as of
the Cutoff Date, have been originated by
Samco or Linc, affiliates of CPS. The
certificates of title to the Financed
Vehicles securing the Receivables show the
applicable Originator as the lienholder. Due
to the administrative burden and expense,
the certificates of title to the Financed
Vehicles (including those securing the
Affiliate Receivables) will not be amended
or re-issued to reflect the assignment
thereof to the Trustee. In the absence of
such an amendment, the Trustee may not have
a perfected security interest in the
Financed Vehicles securing the Receivables
in some states. The Seller will be obligated
to purchase any Receivable sold to the Trust
as to which there did not exist on the
Closing Date a perfected security interest
in the name of the Seller in the Financed
Vehicle, and the Servicer will be obligated
to purchase any Receivable sold to the Trust
as to which it failed to maintain a
perfected security interest in the name of
CPS, Samco or Linc in the Financed Vehicle
securing such Receivable (which perfected
security interest has been assigned to, and
is for the benefit of, the Trustee) if, in
either case, such breach materially and
adversely affects the interest of the Trust,
the Trustee or the Certificate Insurer in
such Receivable and if such failure or
breach is not cured by the last day of the
second (or, if CPS or the Servicer, as the
case may be, elects, the first) month
following the discovery by or notice to CPS
or the Servicer, as the case may be, of such
breach. To the extent the security interest
of CPS, Samco or Linc is perfected, the
Trustee will have a prior claim over
subsequent purchasers of such Financed
Vehicle and holders of subsequently
perfected security interests. However, as
against liens for repairs of a Financed
Vehicle or for unpaid storage charges or for
taxes unpaid by an Obligor under a
Receivable, or through fraud, forgery or
negligence or error, CPS, Samco or Linc, and
therefore the Trust could lose its prior
perfected security interest in a Financed
Vehicle. Neither CPS nor the Servicer will
have any obligation to purchase a Receivable
as to which a lien for repairs of a Financed
Vehicle or for taxes unpaid by an Obligor
under a Receivable result in losing the
priority of the security interest in such
Financed Vehicle after the Closing Date.
Book-Entry Certificates: The Class A Certificates initially will be
represented by certificates registered in
the name of Cede & Co. ("Cede") as the
nominee of The Depository Trust Company
("DTC"), and will only be available in the
form of book-entries on the records of DTC
and participating members thereof. Persons
acquiring beneficial ownership interests in
the Class A Certificates may elect to hold
their Certificates through DTC, in the
United States, or Centrale de Livraison de
Valeurs Mobilieres S.A. ("CEDEL") or the
Euroclear System ("Euroclear"), in Europe.
Transfers within DTC, CEDEL or Euroclear, as
the case may be, will be in accordance with
the usual rules and operating procedures of
the relevant system. So long as the Class A
Certificates are book- entry Certificates,
such Certificates will be evidenced by one
or more Class A Certificates registered in
the name of Cede, as the nominee of DTC or
one of the relevant depositories
(collectively, the "European Depositaries").
Crossmarket transfers between persons
holding directly or indirectly through DTC,
on the one hand, and counterparties holding
directly or indirectly through CEDEL or
Euroclear, on the other, will be effected in
DTC through Chase Manhattan Bank, N.A. or
Morgan Guaranty Trust Company of New York,
as depositories of CEDEL or Euroclear,
respectively, and each participating member
of DTC. Certificates representing the Class
A Certificates will be issued in definitive
form only under the limited circumstances
described herein. All references herein to
"holders" of the Class A Certificates or
"Class A Certificateholders" shall reflect
the rights of beneficial owners of the Class
A Certificates ("Certificate Owners") as
they may indirectly exercise such rights
through DTC and
participating members thereof, except as
otherwise specified herein.
Tax Status: In the opinion of Mayer, Brown & Platt, as
special tax counsel to the Seller, the Trust
will be classified for federal income tax
purposes as a grantor trust and not as an
association taxable as a corporation.
Certificateholders must report their
respective allocable shares of income earned
on Trust Assets (other than any amounts
treated as "stripped coupons") and, subject
to certain limitations applicable to
individuals, estates and trusts, may deduct
their respective allocable shares of
reasonable servicing and other expenses.
Prospective investors should note that no
rulings have been or will be sought from the
Internal Revenue Service (the "Service")
with respect to any of the federal income
tax consequences discussed herein, and no
assurance can be given that the Service will
not take contrary positions.
ERISA Considerations: As described herein, the Class A
Certificates may be purchased by employee
benefit plans that are subject to the
Employee Retirement Income Security Act of
1974, as amended ("ERISA"). Any benefit plan
fiduciary considering the purchase of Class
A Certificates should, among other things,
consult with its counsel in determining
whether all required conditions have been
satisfied.
Rating of the Class A Certificates: It is a condition of issuance that the Class
A Certificates be rated "Aaa" by Moody's
Investors Service, Inc. ("Moody's") and
"AAA" by Standard & Poor's Rating Services
("Standard & Poor's" and together with
Moody's, the "Rating Agencies"), on the
basis of the issuance of the Policy by the
Certificate Insurer. A security rating is
not a recommendation to buy, sell or hold
securities and may be revised or withdrawn
at any time by the assigning Rating Agency.
II. PORTFOLIO SUMMARY AS OF THE CUTOFF DATE
A. Composition of Receivables
- -----------------------------------
Weighted Aggregate Number of Average Weighted Weighted Weighted
Average APR Principal Receivables Principal Average Average Average
of Receivables Balance in Pool Balance Remaining Term Original Term Seasoning
- -------------- ------- ------- ------- -------------- ------------- ---------
20.45% 211,042,291 16,831 12,538.90 56.35 57.46 1.11
B. Distribution of Receivables by APR
- -------------------------------------------
APR Range Percent of
Greater Than Less Aggregate Percent of Number of Number of
or Equal to Than Principal Balance Pool Balance Receivables Receivables
- ----------- ---- ----------------- ------------ ----------- -----------
15.00% 16.00% 30,079 0.01% 2 0.01%
16.00% 17.00% 176,988 0.08% 11 0.07%
17.00% 18.00% 7,618,134 3.61% 511 3.04%
18.00% 19.00% 34,391,142 16.30% 2,496 14.83%
19.00% 20.00% 36,217,745 17.16% 2,666 15.84%
20.00% 21.00% 43,318,487 20.53% 3,275 19.46%
21.00% 22.00% 47,645,179 22.58% 3,977 23.63%
22.00% 23.00% 7,102,323 3.37% 610 3.62%
23.00% 24.00% 14,399,487 6.82% 1,314 7.81%
24.00% 25.00% 19,143,628 9.07% 1,860 11.05%
25.00% 26.00% 706,261 0.33% 72 0.43%
26.00% 292,838 0.14% 37 0.22%
Total 211,042,291 100.00% 16,831 100.00%
C. Distribution of Receivables by New vs. Used Vehicles
- -------------------------------------------------------------
Percent of
Aggregate Percent of Number of Number of
New/Used Principal Balance Pool Balance Receivables Receivables
- -------- ----------------- ------------ ----------- -----------
New 18,828,538 8.92% 1,184 7.03%
Used 192,213,753 91.08% 15,647 92.97%
Total 211,042,291 100.00% 16,831 100.00%
- -------------------------------------------------------------------------------------------------------------------
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CAPITAL MARKETS REPRESENTATIVE IMMEDIATELY.
D. Geographic Distribution
- --------------------------------
Percent of
Aggregate Percent of Number of Number of
State Principal Balance Pool Balance Receivables Receivables
- ----- ----------------- ------------ ----------- ----------
California 38,892,156 18.43% 2,924 17.37%
Florida 14,608,663 6.92% 1,195 7.10%
Texas 13,765,389 6.52% 1,036 6.16%
North Carolina 13,462,969 6.38% 1,028 6.11%
Louisiana 11,846,030 5.61% 925 5.50%
Alabama 11,562,410 5.48% 956 5.68%
Michigan 11,414,123 5.41% 894 5.31%
Pennsylvania 10,723,494 5.08% 866 5.15%
Illinois 9,852,782 4.67% 839 4.98%
Tennessee 7,423,124 3.52% 619 3.68%
Georgia 6,835,549 3.24% 562 3.34%
South Carolina 6,232,492 2.95% 500 2.97%
New York 5,470,505 2.59% 464 2.76%
Maryland 4,847,061 2.30% 386 2.29%
New Jersey 4,170,187 1.98% 337 2.00%
Hawaii 3,626,028 1.72% 294 1.75%
Mississippi 3,491,417 1.65% 273 1.62%
Indiana 3,358,638 1.59% 283 1.68%
Virginia 3,325,633 1.58% 270 1.60%
Nevada 3,283,201 1.56% 260 1.54%
Ohio 3,193,490 1.51% 282 1.68%
Washington 2,986,224 1.41% 239 1.42%
Minnesota 2,973,233 1.41% 242 1.44%
Kentucky 2,599,996 1.23% 232 1.38%
All Others (1) 11,097,494 5.26% 925 5.50%
Total 211,042,291 100.00% 16,831 100.00%
(1) No state in "All Others" represents a percentage of the Pool Balance as of the Cutoff Date in excess of one
percent.
- -------------------------------------------------------------------------------------------------------------------
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RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT OUR FIRST UNION
CAPITAL MARKETS REPRESENTATIVE IMMEDIATELY.
E. Distribution of Receivables by Remaining Term
- ------------------------------------------------------
Percent of
Aggregate Percent of Number of Number of
Remaining Term to Principal Balance Pool Balance Receivables Receivables
- ----------------- ----------------- ------------ ----------- -----------
15 - 20 6,231 0.00% 1 0.01%
21 - 25 410,833 0.19% 77 0.46%
26 - 30 1,012,533 0.48% 138 0.82%
31 - 35 3,798,515 1.80% 472 2.80%
36 - 40 2,595,661 1.23% 283 1.68%
41 - 45 3,477,629 1.65% 362 2.15%
46 - 50 16,974,351 8.04% 1,665 9.89%
51 - 55 14,256,546 6.76% 1,195 7.10%
56 - 60 168,509,991 79.85% 12,638 75.09%
Total 211,042,291 100.00% 16,831 100.00%
F. Distribution of Receivables by Original Term
- -----------------------------------------------------
Percent of
Aggregate Percent of Number of Number of
Original Term to Principal Balance Pool Balance Receivables Receivables
- ---------------- ----------------- ------------ ----------- -----------
21 - 25 411,124 0.19% 77 0.46%
26 - 30 1,004,721 0.48% 137 0.81%
31 - 35 6,444 0.00% 1 0.01%
36 - 40 5,037,067 2.39% 614 3.65%
41 - 45 4,292,581 2.03% 451 2.68%
46 - 50 17,346,965 8.22% 1,703 10.12%
51 - 55 14,155,656 6.71% 1,189 7.06%
56 - 60 168,787,733 79.98% 12,659 75.21%
Total 211,042,291 100.00% 16,831 100.00%
- -------------------------------------------------------------------------------------------------------------------
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RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT OUR FIRST UNION
CAPITAL MARKETS REPRESENTATIVE IMMEDIATELY.
G. Distribution of Receivables by Original Principal Balance
- ------------------------------------------------------------------
Greater Percent of
Than Less Aggregate Percent of Number of Number of
or Equal to Than Principal Balance Pool Balance Receivables Receivables
- ----------- ---- ----------------- ------------ ----------- -----------
$0 5,000 388,928 0.18% 93 0.55%
5,000 10,000 30,732,229 14.56% 3,694 21.95%
10,000 15,000 116,093,502 55.01% 9,433 56.05%
15,000 20,000 49,851,479 23.62% 2,972 17.66%
20,000 25,000 13,055,679 6.19% 603 3.58%
25,000 920,473 0.44% 36 0.21%
Total 211,042,291 100.00% 16,831 100.00%
H. Distribution of Receivables by Model Year
- --------------------------------------------------
Percent of
Aggregate Percent of Number of Number of
Model Year Principal Balance Pool Balance Receivables Receivables
---------- ----------------- ------------ ----------- -----------
Prior to 1990 10,533 0.00% 2 0.01%
1990 976,854 0.46% 135 0.80%
1991 2,018,773 0.96% 259 1.54%
1992 5,285,675 2.50% 585 3.48%
1993 11,621,775 5.51% 1,152 6.84%
1994 27,963,064 13.25% 2,461 14.62%
1995 56,407,428 26.73% 4,502 26.75%
1996 48,426,404 22.95% 3,704 22.01%
1997 43,013,104 20.38% 3,102 18.43%
1998 15,266,896 7.23% 926 5.50%
1999 51,784 0.02% 3 0.02%
Total 211,042,291 100.00% 16,831 100.00%
I. Distribution of Receivables by Program Type
- ----------------------------------------------------
Percent of
Aggregate Percent of Number of Number of
Program Principal Balance Pool Balance Receivables Receivables
- ------- ----------------- ------------ ----------- -----------
Alpha 96,013,824 45.50% 7,247 43.06%
Delta 22,344,531 10.59% 1,944 11.55%
First-Time Buyer 18,008,194 8.53% 1,706 10.14%
LINC 4,944,234 2.34% 382 2.27%
Standard 68,228,073 32.33% 5,454 32.40%
Super Alpha 1,503,435 0.71% 98 0.58%
Total 211,042,291 100.00% 16,831 100.00%
- -------------------------------------------------------------------------------------------------------------------
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CAPITAL MARKETS REPRESENTATIVE IMMEDIATELY.
J. Distribution of Receivables by Source of Origination
- -------------------------------------------------------------
Percent of
Aggregate Percent of Number of Number of
Source Principal Balance Pool Balance Receivables Receivables
- ------ ----------------- ------------ ----------- -----------
CPS 194,415,192 92.12% 15,433 91.69%
LINC 4,955,345 2.35% 383 2.28%
SAMCO 11,671,753 5.53% 1,015 6.03%
Total 211,042,291 100.00% 16,831 100.00%
- -------------------------------------------------------------------------------------------------------------------
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CAPITAL MARKETS REPRESENTATIVE IMMEDIATELY.
K. Distribution of Receivables by Date of Origination
- -----------------------------------------------------------
Percent of
Aggregate Percent of Number of Number of
Date of Origination Principal Balance Pool Balance Receivables Receivables
- ------------------- ----------------- ------------ ----------- -----------
05/97 66,446 0.03% 5 0.03%
09/97 21,365 0.01% 2 0.01%
10/97 41,892 0.02% 5 0.03%
11/97 409,285 0.19% 33 0.20%
12/97 907,619 0.43% 73 0.43%
01/98 9,119,432 4.32% 735 4.37%
02/98 76,510,156 36.25% 6,153 36.56%
03/98 92,194,090 43.69% 7,337 43.56%
04/98 31,772,006 15.05% 2,488 14.78%
Total 211,042,291 100.00% 16,831 100.00%
- -------------------------------------------------------------------------------------------------------------------
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L. DEC Table
- ------------------
Prepayment Speed (ABS)
Month 1.00% 1.50% 1.70% 2.00% 2.50%
- ----- ----- ----- ----- ----- -----
- 100.00% 100.00% 100.00% 100.00% 100.00%
1 97.92% 97.41% 97.21% 96.90% 96.38%
2 95.84% 94.84% 94.44% 93.83% 92.80%
3 93.77% 92.28% 91.68% 90.78% 89.26%
4 91.70% 89.74% 88.95% 87.76% 85.76%
5 89.64% 87.22% 86.24% 84.77% 82.30%
6 87.58% 84.71% 83.56% 81.81% 78.89%
7 85.53% 82.22% 80.89% 78.89% 75.51%
8 83.48% 79.75% 78.25% 75.99% 72.19%
9 81.44% 77.30% 75.64% 73.13% 68.91%
10 79.40% 74.87% 73.05% 70.30% 65.67%
11 77.37% 72.46% 70.48% 67.50% 62.49%
12 75.34% 70.07% 67.94% 64.74% 59.36%
13 73.33% 67.70% 65.44% 62.02% 56.28%
14 71.32% 65.36% 62.95% 59.33% 53.25%
15 69.32% 63.03% 60.50% 56.69% 50.27%
16 67.32% 60.74% 58.08% 54.08% 47.36%
17 65.34% 58.46% 55.69% 51.52% 44.50%
18 63.36% 56.22% 53.34% 49.00% 41.70%
19 61.40% 54.00% 51.01% 46.52% 38.96%
20 59.44% 51.80% 48.72% 44.09% 36.29%
21 57.49% 49.64% 46.47% 41.70% 33.68%
22 55.56% 47.50% 44.25% 39.36% 31.14%
23 53.63% 45.39% 42.07% 37.07% 28.66%
24 51.72% 43.32% 39.93% 34.83% 26.26%
25 49.82% 41.27% 37.83% 32.64% 23.92%
26 47.93% 39.26% 35.77% 30.51% 21.67%
27 46.05% 37.28% 33.75% 28.43% 19.48%
28 44.19% 35.34% 31.78% 26.41% 17.38%
29 42.34% 33.43% 29.85% 24.44% 15.35%
- -------------------------------------------------------------------------------------------------------------------
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L. DEC Table (continued)
- ------------------------------
Month 1.00% 1.50% 1.70% 2.00% 2.50%
- ----- ----- ----- ----- ----- -----
30 40.50% 31.56% 27.96% 22.53% 13.41%
31 38.68% 29.73% 26.12% 20.69% 11.55%
32 36.88% 27.94% 24.34% 18.91% 9.78%
33 35.09% 26.18% 22.60% 17.19% 8.10%
34 33.32% 24.47% 20.91% 15.53% 6.51%
35 31.56% 22.80% 19.27% 13.95% 5.01%
36 29.83% 21.18% 17.69% 12.44% 3.61%
37 28.11% 19.59% 16.16% 10.99% 2.30%
38 26.41% 18.06% 14.70% 9.62% 1.10%
39 24.73% 16.57% 13.29% 8.33% 0.00%
40 23.08% 15.13% 11.94% 7.11% 0.00%
41 21.44% 13.75% 10.65% 5.97% 0.00%
42 19.83% 12.41% 9.42% 4.92% 0.00%
43 18.23% 11.13% 8.26% 3.95% 0.00%
44 16.67% 9.90% 7.17% 3.06% 0.00%
45 15.12% 8.73% 6.15% 2.26% 0.00%
46 13.60% 7.61% 5.20% 1.56% 0.00%
47 12.11% 6.55% 4.32% 0.94% 0.00%
48 10.65% 5.56% 3.51% 0.42% 0.00%
49 9.21% 4.63% 2.78% 0.00% 0.00%
50 7.80% 3.76% 2.13% 0.00% 0.00%
51 6.42% 2.96% 1.56% 0.00% 0.00%
52 5.07% 2.22% 1.08% 0.00% 0.00%
53 3.75% 1.56% 0.67% 0.00% 0.00%
54 2.47% 0.96% 0.36% 0.00% 0.00%
55 1.22% 0.44% 0.13% 0.00% 0.00%
56 0.00% 0.00% 0.00% 0.00% 0.00%
WAL 2.18 1.91 1.80 1.63 1.39
- -------------------------------------------------------------------------------------------------------------
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Coupon* 6.150% Dated date 05/15/98
Price 99.99874908 Settlement 05/18/98
BE Yield 6.230% First Payment 06/15/98
* Preliminary Coupon - subject to change
Distribution Class A Class A Class A Class A
Date Balance Principal Interest Total Cash Flow
------------ ------- --------- -------- ---------------
Closing 25,000,000
06/15/98 24,353,099 646,901 128,125 775,026
07/15/98 23,709,964 643,134 124,810 767,944
08/15/98 23,070,732 639,232 121,514 760,746
09/15/98 22,435,541 635,191 118,238 753,429
10/15/98 21,804,533 631,008 114,982 745,990
11/15/98 21,177,856 626,677 111,748 738,426
12/15/98 20,555,658 622,197 108,537 730,734
01/15/99 19,938,095 617,563 105,348 722,911
02/15/99 19,325,325 612,771 102,183 714,954
03/15/99 18,717,508 607,817 99,042 706,859
04/15/99 18,114,812 602,696 95,927 698,624
05/15/99 17,517,406 597,406 92,838 690,244
06/15/99 16,925,465 591,941 89,777 681,717
07/15/99 16,339,169 586,296 86,743 673,039
08/15/99 15,758,700 580,469 83,738 664,207
09/15/99 15,184,247 574,453 80,763 655,216
10/15/99 14,616,004 568,244 77,819 646,063
11/15/99 14,054,167 561,837 74,907 636,744
12/15/99 13,498,939 555,228 72,028 627,255
01/15/2000 12,950,528 548,411 69,182 617,593
02/15/2000 12,409,148 541,381 66,371 607,752
03/15/2000 11,875,015 534,133 63,597 597,730
04/15/2000 11,348,354 526,661 60,859 587,520
05/15/2000 10,829,394 518,960 58,160 577,121
06/15/2000 10,318,369 511,025 55,501 566,526
07/15/2000 9,815,520 502,849 52,882 555,731
08/15/2000 9,321,093 494,427 50,305 544,731
09/15/2000 8,835,341 485,752 47,771 533,523
10/15/2000 8,358,522 476,819 45,281 522,100
11/15/2000 7,890,901 467,621 42,837 510,458
12/15/2000 7,432,749 458,152 40,441 498,593
01/15/2001 6,984,344 448,405 38,093 486,498
02/15/2001 6,545,971 438,373 35,795 474,168
03/15/2001 6,117,921 428,050 33,548 461,598
04/15/2001 5,700,493 417,429 31,354 448,783
05/15/2001 5,293,991 406,501 29,215 435,716
06/15/2001 4,898,730 395,261 27,132 422,393
07/15/2001 4,515,029 383,701 25,106 408,807
08/15/2001 4,143,217 371,812 23,140 394,952
09/15/2001 3,783,629 359,588 21,234 380,822
10/15/2001 3,436,609 347,019 19,391 366,411
11/15/2001 3,102,510 334,099 17,613 351,712
12/15/2001 2,781,692 320,818 15,900 336,718
01/15/2002 2,474,524 307,168 14,256 321,424
02/15/2002 2,181,384 293,140 12,682 305,822
03/15/2002 1,902,658 278,726 11,180 289,906
04/15/2002 1,638,741 263,916 9,751 273,667
05/15/2002 1,390,040 248,701 8,399 257,100
06/15/2002 1,156,968 233,072 7,124 240,196
07/15/2002 939,950 217,018 5,929 222,948
08/15/2002 739,419 200,531 4,817 205,348
09/15/2002 555,821 183,598 3,790 187,388
10/15/2002 389,609 166,212 2,849 169,060
11/15/2002 241,249 148,360 1,997 150,357
12/15/2002 111,217 130,032 1,236 131,268
01/15/2003 0 111,217 570 111,787
05/Settlement Date
06/First Payment Date
Class A P/Y Table
Prepayment Speed (ABS)
1.00% 1.50% 1.70% 2.00% 2.50%
99-24 6.298% 6.317% 6.326% 6.341% 6.368%
99-25 6.282% 6.298% 6.306% 6.319% 6.343%
99-26 6.265% 6.280% 6.286% 6.297% 6.318%
99-27 6.249% 6.261% 6.266% 6.276% 6.293%
99-28 6.233% 6.242% 6.247% 6.254% 6.268%
99-29 6.217% 6.224% 6.227% 6.233% 6.243%
Security 99-30 6.200% 6.205% 6.207% 6.211% 6.218%
Price 99-31 6.184% 6.186% 6.187% 6.189% 6.193%
100-0 6.168% 6.168% 6.168% 6.168% 6.168%
100-1 6.151% 6.149% 6.148% 6.146% 6.143%
100-2 6.135% 6.130% 6.128% 6.125% 6.118%
100-3 6.119% 6.112% 6.109% 6.103% 6.093%
100-4 6.103% 6.093% 6.089% 6.081% 6.068%
100-5 6.087% 6.075% 6.069% 6.060% 6.043%
100-6 6.070% 6.056% 6.050% 6.038% 6.018%
100-7 6.054% 6.038% 6.030% 6.017% 5.993%
100-8 6.038% 6.019% 6.010% 5.995% 5.968%
WAL 2.15 1.86 1.75 1.59 1.36
Coupon* 0.060 0.060 0.060 0.060 0.0609
* Preliminary - subject to change
Run to Call