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C H A S E S E C U R I T I E S I
N C.
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October 1998
HOMESIDE LENDING, INC.
U.S.$1,500,000,000
RATINGS1
Commercial Paper Senior Secured Debt
Standard & Poor's Ratings Services A-1 A+
Xxxxx'x Investors Service, Inc. P-1 A1
Fitch IBCA F-1+ (neg. Watch) AA- (neg. Watch)
SUMMARY OF TERMS
ISSUER: HomeSide Lending, Inc. ("HomeSide Lending" or the "Company").
OFFERING: Commercial paper notes offered pursuant to the
exemption from registration under the Securities Act, as
amended, provided by Section 3(a)(3) thereof.
AMOUNT: Up to $1,500,000,000.
MATURITY: Up to 270 days from the date of issue, as agreed upon from
time to time.
DENOMINATIONS: The Notes will be issued in minimum denominations of
$100,000 with integral increments of $1,000 in excess
thereof and will be issued in book-entry form.
Settlement will be made in immediately available funds.
INTEREST: The Notes will be sold at a discount with
payment of the face amount at maturity;
interest will be calculated using a 360-day
year based on the actual number of days
elapsed.
USE OF PROCEEDS: The proceeds of the notes will be used to meet working
capital requirements. The proceeds may be used to repay
indebtedness to Chase Securities Inc. ("CSI") -
affiliated lenders.
ISSUING & PAYING
AGENT: The Chase Manhattan Bank.
BANK LINES: The Company has available a backup credit facility from
various banks aggregating $1.5 billion. The Chase
Manhattan Bank is a participant in this facility.
FORM OF ISSUANCE: The Notes will be issued and purchases will be recorded
only through the book-entry system of the Depository Trust
Company ("DTC"). Beneficial owners will not receive
certificates representing their ownership interest in
the Notes. The face amount of each Note will be paid upon
maturity in immediately available funds to DTC. The
Issuer has been advised by DTC that upon receipt of such
payment DTC will credit,
on its book-entry records and transfer system, the
accounts of the DTC participants through whom Notes are
directly or indirectly owned. Payments by DTC to its
participants and by such participants to owners
of the Notes or their representatives will be governed
by customary practices and standing instructions
and will be the sole responsibility of DTC, such
DTC participants or such representatives, respectively.
MISCELLANEOUS: The Notes are not redeemable or subject to voluntary
prepayment by the Company prior to maturity. No
indenture of trust will be entered into with respect to the
Notes.
Homeside Lending, Inc.
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C H A S E S E C U R I T I E S I
N C.
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[GRAPHIC OMITTED] U.S. Commercial Paper
Offering Memorandum
The information set forth herein was obtained from sources which we believe
reliable, but we do not represent or guarantee its accuracy or completeness. The
information contained herein will not typically be distributed or updated upon
each new sale of commercial paper notes. Further, the information herein is not
intended as a substitution for the investor's own inquiry into the
creditworthiness of the Issuer and, if applicable, another party providing
credit support for the commercial paper notes.
BUSINESS
HomeSide Lending is one of the largest full-service residential mortgage banking
companies in the United States. It was formed in 1996 through the acquisition of
BancBoston Mortgage Corporation from The First National Bank of Boston and
Xxxxxxx Mortgage Company from Xxxxxxx Xxxxx, Inc. HomeSide Lending's strategy
emphasizes variable cost mortgage origination and low cost servicing. HomeSide
Lending's mortgage loan production volume, excluding bulk purchases, was $20.5
billion for the period from March 1, 1997 through February 10, 1998 and $20.9
billion for the period from March 16, 1996 to February 28, 1997. Its servicing
portfolio was $98.9 billion on February 10, 1998 and $ 89.2 billion on February
28, 1997. HomeSide Lending ranks as the 5th largest originator and 6th largest
servicer in the United States for calendar year 1997 based on data published by
Inside Mortgage Finance. As of June 30, 1998, HomeSide Lending's servicing
portfolio has grown to $114.8 billion.
On October 27, 1997, National Australia Bank Ltd., ("NAB") agreed to buy
HomeSide Inc. ("Holdings"), the parent of HomeSide Lending for total
consideration of $1.23 billion. NAB, headquartered in Melbourne, Australia, is a
bank with reported assets of US$149.8 billion as of December 31, 1997 and
operations spanning the United States, England, Scotland, Ireland, Australia,
New Zealand and Asia. HomeSide operates as a subsidiary of NAB while remaining
an active borrower under its own name.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are hereby incorporated by reference in this Memorandum
and deemed to be a part hereof: the Annual Report of HomeSide Lending, Inc. on
Form 10-K for the year ended February 10, 1998, the most recent 10-Q dated June
30, 1998 and all documents filed by HomeSide Lending, Inc. pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 subsequent to the
date thereof, hereof and prior to termination of the offering of the Notes. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Offering Memorandum to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the Offering Memorandum.
CHASE SECURITIES INC. AND AFFILIATES
CSI is an affiliate of The Chase Manhattan Bank, which is a lender to the Issuer
and certain of its affiliates. In addition, The Chase Manhattan Bank, or its
affiliates, participates on a regular basis in various general financing and
banking transactions for the Issuer and its affiliates. Proceeds from the sales
of the Notes may be used to repay indebtedness of the Company to The Chase
Manhattan Bank or other lending affiliates of CSI.
ADDITIONAL INFORMATION
If you require additional information or have any questions, please contact:
Investor Marketing
Money Market Division
Chase Securities Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
CSI, a wholly-owned subsidiary of The Chase Manhattan Corporation, is a separate
entity from The Chase Manhattan Bank and other lending affiliates. Unless
expressly disclosed otherwise to you, securities sold, offered or recommended by
CSI are not deposits, are not insured by the Federal Deposit Insurance
Corporation, are not guaranteed by an affiliated bank or other lending
affiliate, and are not otherwise an obligation or responsibility of any
affiliated bank or other lending affiliate.
The information contained herein has been obtained from sources which CSI
believes to be reliable; however, CSI makes no representation as to either the
completeness or accuracy of this information.
The information in the sections "Chase Securities Inc. and Affiliates" and
"Additional Information" is particular to Chase Securities Inc. All other
information contained in this memorandum has been provided by and agreed upon by
the Company.
Offering Memorandum Approval:
Approved:
By: /s/Xxxxx Xxxxxx
Title:
Date:
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1 As of the date hereof, Standard & Poor's Ratings Services, Xxxxx'x Investors
Service, and Fitch IBCA continually monitor the credit of the Company. The
ratings may be changed, superseded or withdrawn, and therefore prospective
purchasers should check the current ratings before purchasing the Notes.
