1 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: February 20, 1997 (Date of earliest event reported) FIRSTPLUS INVESTMENT CORPORATION (Exact name of Registrant as specified in its charter) Nevada 333-11855 75-2596063 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 3773 Howard Hughes Parkway Suite 300N Las Vegas, Nevada 89109 (Address of Principal executive offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (702) 866-2202 2 Item 5. Other Events. Reference is hereby made to the Registrant's Registration Statement on Form S-3 (File No. 333-11855) filed with the Securities and Exchange Commission (the "Commission") on September 12, 1996 (the "Registration Statement"), pursuant to which the Registrant registered $1,240,625,000 aggregate principal amount of its asset backed notes and asset backed certificates, issuable in various series, for sale in accordance with the provisions of the Securities Act of 1933, as amended (the "Act"). Reference is also hereby made to the Prospectus and the related Prospectus Supplement (collectively, the "Prospectus"), which will be filed with the Commission pursuant to Rule 424(b)(5), with respect to the Registrant's Asset Backed Notes and Asset Backed Certificates, Series 1996-4 (the "Offered Securities"). The Registrant is filing this Current Report on Form 8-K to provide prospective investors with certain materials which constitute "Collateral Term Sheets" as described in the no-action letter dated February 27, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which materials is a condition of the relief granted in such letters (such materials being the "Collateral Term Sheets"). The Collateral Term Sheets were prepared solely by Banc One Capital Corporation in connection with the offering of the Offered Securities, and the Registrant did not prepare or participate in the preparation of the Collateral Term Sheets. The Collateral Term Sheets are set forth in Exhibit 28.1 hereto. The assumptions used in preparing the Collateral Term Sheets were based upon a preliminary compilation of the underlying collateral and the estimated principal amount and other features of the Offered Securities. The actual features of the Offered Securities and a detailed description of the final constituency of the underlying collateral will be set forth in the Prospectus. Due to the preliminary nature of the information regarding the collateral and the structure of the Offered Securities used in preparing the Collateral Term Sheets, no assurance can be given as to either the Collateral Term Sheets' or the underlying assumptions' accuracy, appropriateness or completeness in any particular context; nor can assurance be given as to whether the Collateral Term Sheets and/or the assumptions upon which they are based reflect present market conditions or future market performance. These Collateral Term Sheets should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. Any yields or weighted average lives shown in the Collateral Term Sheets are based on prepayment assumptions, and changes in such prepayment assumptions may dramatically affect such yields or weighted average lives. In addition, it is possible that prepayments on the collateral will occur at rates slower or faster than the rates shown in the Collateral Term Sheets. Furthermore, unless otherwise provided, the Collateral Term Sheets assume no losses on the collateral and no interest shortfall. The specific characteristics of the Offered Securities may differ from those shown in the Collateral Term Sheets due to differences between the actual collateral and the hypothetical collateral used in preparing the Collateral Term Sheets. As noted above, the principal amount and designation of any security described in the Collateral Term Sheets are subject to change prior to issuance. -2- 3 Please be advised that mortgage-backed securities may not be appropriate for all investors. Potential investors must be willing to assume, among other things, market price volatility, mortgage prepayments, yield curve and interest rate risks. Investors should make every effort to consider the risks of these securities. Any statement or information contained in the Collateral Term Sheets shall be deemed to be modified or superseded for purposes of the Prospectus and the Registration Statement by statements or information contained in the Prospectus. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 28.1 Collateral Term Sheets provided by Banc One Capital Corporation -3- 4 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. FIRSTPLUS INVESTMENT CORPORATION February 20, 1997 By: /s/ Christopher J. Gramlich ------------------------------------ Christopher J. Gramlich Senior Vice President -4- 5 Exhibit Index Exhibit Description 28.1 Collateral Term Sheets