10-Q 1 a2135871z10-q.htm 10-Q
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


   
Form 10-Q


ý    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

OR

o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File No. 333-40708-02


D. L. Peterson Trust
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  11-3499573
(I.R.S. Employer Identification Number)

940 Ridgebrook Road
Sparks, Maryland

(Address of principal executive office)

 

21152
(Zip Code)

(410) 771-1900
(Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes ý    No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No ý




D. L. Peterson Trust

Table of Contents

 
   
  Page
PART I   Financial Information    

Item 1.

 

Financial Statements

 

 

 

 

Condensed Statements of Operations and Trust Equity for the Three Months Ended March 31, 2004 and 2003

 

2

 

 

Condensed Balance Sheets as of March 31, 2004 and December 31, 2003

 

3

 

 

Notes to Condensed Financial Statements

 

4

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

6

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

12

Item 4.

 

Controls and Procedures

 

12

PART II

 

Other Information

 

 

Item 6.

 

Exhibits and Reports on Form 8-K

 

12

 

 

Signatures

 

13

FORWARD-LOOKING STATEMENTS

Forward-looking statements in our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements include information concerning our future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following important factors and assumptions could affect our future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

    changes in general economic and business conditions and the impact thereof on the vehicle leasing business or the lessees of our vehicles; and

    changes in laws and regulations or the applications thereof, including changes in accounting standards or other laws that impact our business.

Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control.

You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

1



PART I—FINANCIAL INFORMATION


Item 1. Financial Statements

D. L. Peterson Trust
STATEMENTS OF OPERATIONS AND TRUST EQUITY
(In thousands)

 
  Three Months Ended
March 31,

 
  2004
  2003
Revenue:            
 
Leasing revenue

 

$

297,559

 

$

298,894
   
 

Expenses:

 

 

 

 

 

 
 
Depreciation on leased vehicles

 

 

268,805

 

 

264,869
 
Interest on special unit of beneficial interest in leases (related party)

 

 

28,754

 

 

34,025
   
 
 
Total expenses

 

 

297,559

 

 

298,894
   
 

Net income

 

$


 

$

   
 

Trust equity, beginning of period

 

 


 

 

   
 

Trust equity, end of period

 

$


 

$

   
 

See Notes to Condensed Financial Statements.

2


D. L. Peterson Trust
CONDENSED BALANCE SHEETS
(In thousands)

 
  March 31,
2004

  December 31,
2003

Assets:            
 
Net investment in leases and leased vehicles:

 

 

 

 

 

 
    Vehicles under operating leases   $ 3,253,927   $ 3,241,361
    Investment in direct financing leases     104,922     102,518
    Vehicles held for sale     7,720     13,100
   
 

Total assets

 

$

3,366,569

 

$

3,356,979
   
 

Liabilities and trust equity:

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 
 
Liability under special unit of beneficial interest leases (related party)

 

$

3,366,569

 

$

3,356,979
   
 

Total liabilities

 

 

3,366,569

 

 

3,356,979

Trust equity

 

 


 

 

   
 

Total liabilities and trust equity

 

$

3,366,569

 

$

3,356,979
   
 

See Notes to Condensed Financial Statements.

3


D. L. Peterson Trust
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in thousands)

1.     Summary of Significant Accounting Policies

    Basis of Presentation

    D. L. Peterson Trust ("DLPT") was originally established by PHH Vehicle Management Services, LLC ("VMS"), previously a wholly-owned subsidiary of Avis Group Holdings, Inc. ("Avis"), as a Maryland common law trust and was reconstituted on June 30, 1999 as a Delaware statutory trust. DLPT is organized under Chapter 38 of the Delaware Statutory Trust Act and its trustees are VMS and Wilmington Trust Company. DLPT was established to hold title to vehicles and to be the lessor in vehicle leases that are subject to various securitizations. DLPT reduces the costs and administrative burden associated with securitizations by eliminating the time and expense of retitling vehicles upon transfers or assignments of ownership of the vehicles and security.

    On March 1, 2001, Avis was acquired by PHH Corporation. As a result, VMS is now a wholly-owned subsidiary of PHH Corporation, which itself is a wholly-owned subsidiary of Cendant Corporation. All assets and liabilities were recorded by DLPT at fair value as of March 1, 2001. No significant adjustments were made by DLPT.

    DLPT issued a certificate (the "Lease SUBI Certificate") representing a special unit of beneficial interest in certain leases (the "Lease SUBI") and two certificates representing a special unit of beneficial interest in certain fleet management receivables (the "Fleet Receivable SUBI") to Raven Funding LLC ("Raven"). The Lease SUBI represents a beneficial ownership in the leases, vehicles and paid-in-advance vehicles owned by DLPT. One of the certificates representing an interest in the Fleet Receivable SUBI represents an amount up to $120 million (the "Fleet Receivable SUBI Certificate") and the other certificate representing an interest in the Fleet Receivable SUBI represents the amount of fleet service receivables in excess of $120 million (the "Excess Fleet Receivable SUBI Certificate"). DLPT also issued to Raven a certificate (the "UTI Certificate") representing beneficial ownership in all assets of DLPT not allocated to the Lease SUBI or the Fleet Receivable SUBI (the "UTI"). Raven transferred the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate to Chesapeake Funding LLC ("Chesapeake"). Raven retained the Excess Fleet Receivable SUBI Certificate and the UTI Certificate. As of March 31, 2004, no assets were assigned to the UTI Certificate.

    Raven is a special purpose limited liability company established under the laws of the State of Delaware. The sole member of Raven is VMS. The business activities of Raven are limited primarily to acting as the successor settlor and initial beneficiary of DLPT. Chesapeake is a special purpose limited liability company organized under the laws of the State of Delaware. The sole common member of Chesapeake is Raven.

    Chesapeake was formed for the purpose of issuing indebtedness, issuing preferred membership interests and acquiring and holding the Lease SUBI Certificate and the Fleet Receivable SUBI Certificate.

    The Lease SUBI Certificate and the Fleet Receivable SUBI Certificate held by Chesapeake represent an indirect beneficial ownership interest in the leases and vehicles allocated to the Lease SUBI and the fleet management receivables allocated to the Fleet Receivable SUBI. In order to protect against the risk that certain liens of third-party creditors of DLPT or others in the assets allocated to the Lease SUBI and the Fleet Receivable SUBI could take priority over Chesapeake's interests and those of its indenture trustee in these assets, DLPT has issued a guaranty in favor of the indenture trustee for the benefit of the Chesapeake noteholders and the holders of Chesapeake's preferred membership interests. The guaranty guarantees the payment of the full amount payable to or for the benefit of the Chesapeake noteholders of each series of its notes, and the payment of dividends on, and the redemption price of, each series of its preferred membership interests. The guaranty is secured by a first priority security interest in all of the vehicles and other assets allocated to the Lease SUBI and the Fleet Receivable SUBI held by DLPT from time to time.

    VMS acts as servicer of the leases, vehicles and receivables owned by DLPT pursuant to a Servicing Agreement. VMS's servicing duties include, among other things, (i) contacting potential lessees, (ii) evaluating the creditworthiness of potential lessees, (iii) negotiating lease agreements, (iv) collecting and posting payments on DLPT's leases, fleet management receivables and other assets, (v) responding to inquiries of lessees, (vi) investigating and resolving delinquencies, (vii) sending payment statements and reporting tax information to lessees, (viii) disposing of returned vehicles, (ix) paying the costs of disposition of vehicles related to charged-off leases and vehicles rejected by the lessees,

4


    (x) administering to leases, (xi) amending payment due dates and making other modifications to the leases, (xii) approving vehicle repairs, and (xiii) accounting for collections.

    In presenting the financial statements, management makes estimates and assumptions that affect the amount reported and related disclosures. Estimates by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. The Company has historically recorded depreciation expense on a portion of its leased vehicle portfolio (approximately 10.14%) in accordance with industry practices whereby the carrying value of the vehicles would reflect the terms of the underlying lease transaction. Beginning in second quarter 2004, the Company plans to use a different method of recording depreciation expense. Under the new method, the depreciation expense that is recorded in the earlier part of the lease term will be greater than what would have been recorded during such period under the Company's existing method. The differences between applying the two depreciation methods is currently under review, however, management does not believe that the difference in methods would have been material to the Company's results of operations or financial position for any prior period. In management's opinion, the Condensed Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

    All transactions of DLPT are considered non-cash activities, and accordingly no statement of cash flows is presented in the accompanying unaudited Condensed Financial Statements.

    The Condensed Financial Statements should be read in conjunction with DLPT's 2003 annual report on Form 10-K filed on March 10, 2004.

2.     Related Party Transactions

    Rebates received from certain motor companies related to the acquisition of vehicles are retained by VMS and therefore, not recorded in DLPT's financial statements.

*****

5


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our unaudited Condensed Financial Statements and accompanying Notes thereto included elsewhere herein and with our 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2004. Unless otherwise noted, all dollar amounts are in thousands.

We are a limited purpose Delaware statutory trust. Accordingly, our activities are limited to acquiring vehicles and fleet management receivables, originating leases and issuing certificates representing beneficial interests in our assets. VMS acts as the servicer of our vehicles, leases and receivables.

Leasing revenues for the three months ended March 31, 2004 decreased by $1.3 million compared to the corresponding period in 2003. Leasing revenues contain a depreciation component, an interest component and a monthly management fee component. The decrease in leasing revenue was attributable to a lower interest component, resulting from a decline in interest rates partially offset by a higher depreciation component billed on leases. Depreciation expense for the three months ended March 31, 2004 increased by $3.9 million compared to the corresponding period in 2003 primarily as a result of increases in the original cost of leases billed and the number of leases billed. Payment on special unit of beneficial interest in leases (related party) for the three months ended March 31, 2004 decreased by $5.3 million compared to the corresponding period in 2003 due to lower interest rates billed on leases.

The principal source of our revenue is payments received on the leases originated by VMS. Set forth below is certain historical data with respect to delinquency experience, loss and recovery experience, residual value loss experience, conversions of floating rate leases to fixed rate leases, and fleet management receivable billing experience, in each case for leases and fleet management receivables that are of the same type as allocated to the Lease SUBI and the Fleet Receivable SUBI.

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions that we are required to make pertain to matters that are inherently uncertain as they relate to future events. We do not believe the estimates and assumptions that we are required to make are particularly subjective or complex and as such we do not believe that any change in these estimates or assumptions would have a material impact on our results of operations or financial condition.

6


Delinquency Experience

The following table sets forth delinquency data with respect to aggregate billings of lease payments for all of VMS' leases and fleet management receivables for the three months ended March 31, 2004 and 2003. These leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

 
  Three Months Ended
March 31,

 
 
  2004
  2003
 
Percentage of billings delinquent (1)(2):          
30-59 days   0.59 % 0.48 %
60 days or more   2.61 % 2.83 %
   
 
 
Total 30 or more days delinquent   3.20 % 3.31 %
   
 
 

(1)
The period of delinquency is based on the number of days payments are contractually past due.
(2)
Represents an average of the ratios, expressed as a percentage, for each monthly billing period within the applicable period, of the aggregate billings for all leases and all fleet management receivables that were delinquent for the applicable number of days as of the last day of that monthly billing period to the sum of the aggregate billings for all leases and fleet management receivables that were unpaid as of the last day of the preceding monthly billing period and the aggregate amount billed for all leases and fleet management receivables during that monthly billing period.

Total delinquencies for the three months ended March 31, 2004 remained below 5% of total billings, which is consistent with the performance of the portfolio over the last several years. Delinquencies of 30-59 days increased slightly, but remained well within the range of historical levels. Management is not aware of any factors, which would negatively impact delinquencies for the remainder of 2004 beyond historical levels.

7


Loss and Recovery Experience

The following table sets forth loss and recovery data with respect to VMS' leases and fleet management receivables for the three months ended March 31, 2004 and 2003. These leases and fleet management receivables are of the same type as the leases allocated to the Lease SUBI and the fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of leases or fleet management receivables.

 
  Three Months Ended
March 31,

 
 
  2004
  2003
 
Ending dollar amount of leases (1)   $ 3,366,569   $ 3,439,585  
   
 
 
Total billings for period   $ 561,417   $ 565,987  
   
 
 
Gross losses (2)     120     93  
Recoveries (3)     (87 )   8  
   
 
 
Net losses   $ 33   $ 101  
   
 
 

Net losses as a percentage of ending dollar amount of leases

 

 

0.00

%

 

0.00

%
Net losses as a percentage of total billings for period     0.01 %   0.02 %

(1)
Based on the sum of all principal amounts outstanding under the leases, including, in the case of closed-end leases, the stated residual values of the related leased vehicles.
(2)
Gross losses includes losses on fleet management receivables.
(3)
Recoveries are net of legal fees.

Net losses as a percentage of total billings decreased during the three months ended March 31, 2004 compared to the corresponding period in 2003 due to higher recoveries from previous losses.

Gross losses with respect to bankrupt obligors generally are not recognized by VMS until it receives payment upon the confirmation of the plan of reorganization of the bankrupt obligor and receives any terminal rental adjustment payments that may be applied to satisfy outstanding obligations with respect to fleet management receivables. Losses are charged against previously established accounts receivable reserves. Reserve adequacy for the purposes of VMS' financial statements is determined at the time of a client's bankruptcy filing and any necessary charge is recorded to the income statement at that time. The principal amount outstanding under all leases where the related vehicles are repossessed was immaterial for the three months ended March 31, 2004 and 2003.

8


Residual Value Loss Experience

The following table sets forth residual value loss performance data for VMS' closed-end leases for the three months ended March 31, 2004 and 2003. These closed-end leases are of the same type as the closed-end leases allocated to the Lease SUBI and do not include any other types of closed-end leases.

 
  Three Months Ended
March 31,

 
 
  2004
  2003
 
Total number of closed-end leases scheduled to terminate     836     1,391  
Number of sold vehicles     675     1,034  
Full termination ratio (1)     80.74 %   74.34 %
Total loss on sold vehicles (2)   $ (13 ) $ (151 )
Average loss per sold vehicles (3)   $ (19 ) $ (146 )
Loss as a percentage of stated residual values of sold vehicles (4)     (0.22 %)   (1.71 %)

(1)
The ratio of the number of vehicles sold during the period to the number of vehicles scheduled to terminate during the period, expressed as a percentage.
(2)
Includes fees received and expenses incurred to dispose of vehicles and certain amounts received after the sale and disposition of the vehicles. Total loss does not include any effect from fair value adjustments resulting from purchase accounting.
(3)
Per vehicle dollar amounts are not in thousands.
(4)
Represents the ratio of total losses on vehicles sold during the period to the stated residual values of those vehicles, expressed as a percentage.

Total residual value losses decreased $138 during the three months ended March 31, 2004 compared to the corresponding period in 2003. For the same period, the total number of vehicles sold decreased by 35% compared to the corresponding period in 2003. The average loss per vehicle sold decreased $127 per unit compared to the corresponding period in 2003 as a result of higher values realized on vehicles sold in the marketplace.

Conversions of Floating Rate Leases to Fixed Rate Leases

The following table sets forth data with respect to conversions of VMS' floating rate leases to fixed rate leases during the three months ended March 31, 2004 and 2003.

 
  Three Months Ended
March 31,

 
 
  2004
  2003
 
Dollar amount of conversions for period (1)   $ 223   $  
Ending dollar amount of leases (2)     3,366,569     3,439,585  
Conversions as a percentage of ending dollar amount of leases     0.01 %   0.00 %

(1)
Based on the sum of all principal amounts outstanding under the leases.
(2)
Based on the sum of all principal amounts outstanding under the leases, including, in the case of closed-end leases, the stated residual values of the related leased vehicles.

Conversion of floating rate leases to fixed rate leases are at the discretion of the client. Management believes that the low amount of conversions in the three months ended March 31, 2004 is due to the clients' perception that floating rates will not increase materially from current levels in the near term.

9


Fleet Management Receivable Billing Experience

The following tables set forth data for VMS' aggregate billings of fleet management receivables. These fleet management receivables are of the same type as the fleet management receivables allocated to the Fleet Receivable SUBI and do not include any other types of fleet management receivables.

 
  Three Months Ended
March 31,

 
  2004
  2003
Aggregate billings   $ 231,619   $ 215,381
Average monthly billings     77,206     71,794
Maximum monthly billings     83,518     76,880
Minimum monthly billings     71,665     66,628

Aggregate fleet management receivable billings increased in the three months ended March 31, 2004 compared to the corresponding period in 2003 primarily due to an increase in billings for fuel and maintenance and for customer-owned vehicles, which are purchased directly for the customer's account.

The information set forth in the following table with respect to billings for fleet management receivables for the years ended December 31, 2003 through December 31, 1999, has been revised to eliminate certain customer charges and credits that do not meet the criteria to be included in the billing statistics related to fleet management receivables. The information is presented on a basis consistent with the information presented in the above table for the three months ended March 31, 2004 and 2003.

 
  Year Ended December 31,
 
  2003
  2002
  2001
  2000
  1999
Aggregate billings   $ 915,318   $ 876,290   $ 1,012,080   $ 852,470   $ 769,983
Average monthly billings     76,277     73,024     84,340     71,039     64,165
Maximum monthly billings     89,707     84,189     106,661     79,893     70,686
Minimum monthly billings     66,628     56,124     69,804     61,194     55,120

Aggregate fleet management receivable billings increased to $915 million for 2003 compared to $876 million for 2002. The primary factor for this increase was an increase in fuel and maintenance billings partially offset by a decrease in billings for company-owned vehicles, which are purchased directly for customers.

10


Characteristics of Leases Allocated to Lease SUBI

The following tables contain certain statistical information relating to the leases allocated to the Lease SUBI as of March 18, 2004 (the last Lease SUBI monthly reporting period cutoff date during the first quarter of 2004). The following information does not include vehicles ordered at the request of lessees party to a master lease agreement allocated to the Lease SUBI, having an aggregate cost of $130.7 million as of that date because such vehicles were not yet subject to a lease. For the purposes of preparing the following tables, we assumed the original term of each lease to be the period over which the related vehicle is scheduled to be depreciated.

Composition of Leases

Aggregate unit balance of leases   $3,074,592,852.11
Number of leases   209,208
Average unit balance   $14,696.34
Range of unit balances   $3.50 to $1,030,310.38
Aggregate unit balance of open-end leases   $2,978,578,285.74
Aggregate unit balance of floating rate leases   $2,398,457,077.20
Aggregate lease balance of CP rate index floating rate leases*   $2,251,821,655.76
Weighted average spread over CP rate   0.336%
Range of spreads over CP rate   0.000% to 3.000%
Aggregate unit balance of floating rate leases indexed to floating rates other than CP rate   $146,635,421.44
Aggregate unit balance of fixed rate leases   $676,135,774.91
Weighted average fixed rate   4.319%
Range of fixed rates   0.000% to 45.372%
Weighted average original lease term   61.69
Range of original lease terms   3 to 132 months
Weighted average remaining term   41.21
Range of remaining terms   0 to 119 months
Aggregate unit balance of closed-end leases   $96,014,566.37
Average unit balance of closed-end leases   $15,830.93
Range of unit balances of closed-end leases   $214.43 to $434,734.85
Average stated residual value of leased vehicles   $9,040.91

Note:    Dollar amounts are in whole amounts

*
The CP Rate Index Floating Rate Leases are floating rate leases allocated to the Lease SUBI, the floating rate of which is typically based on either the rate on commercial paper set forth in Statistical Release H.15 (519), "Selected Interest Rates" published by the Board of Governors of the Federal Reserve System or the interest rates at which PHH Corporation issues its own commercial paper.

As of March 18, 2004, the aggregate lease balance of the leases allocated to the Lease SUBI with the lessee having the largest aggregate lease balances was $143.9 million, the aggregate lease balance of the leases allocated to the Lease SUBI with the lessees having the five largest aggregate lease balances was $527.8 million and the aggregate lease balance of the leases allocated to the Lease SUBI with the lessees having the ten largest aggregate lease balances was $819.4 million.

11



Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Not applicable.


Item 4.    Controls and Procedures

(a)    Disclosure Controls and Procedures. The management of Raven Funding LLC, as settler of the D.L. Peterson Trust, with the participation of its Chief Executive officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this quarterly report. Based on such evaluation, Raven's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b)    Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II—OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

(a)
Exhibits

    See Exhibit Index.

(b)
Reports on Form 8-K

    None.

12


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.

    D. L. PETERSON TRUST

 

 

By: Raven Funding LLC, solely as settlor of the D. L. Peterson Trust

 

 

/s/  
Neil J. Cashen      
Neil J. Cashen
Chief Financial Officer
(Principal Financial Officer and duly authorized officer of Raven Funding LLC)
Date: May 14, 2004    

13


Exhibit Index

Exhibit No.

  Description

3.1

 

Amended and Restated Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as settlor and initial beneficiary, PHH Vehicle Management Services, LLC as UTI Trustee, and Wilmington Trust Company, as Delaware Trustee (incorporated by reference to Exhibit 10.1 of the Company's Form S-1 (File no. 333-40708) filed with the Securities and Exchange Commission on June 30, 2000).

3.2

 

Amendment No. 1, dated as of June 18, 2003, to the Amended and Restated Origination Trust Agreement, dated as of June 30, 1999, among Raven Funding LLC, as Initial Beneficiary and Settlor, PHH Vehicle Management Services, LLC, as UTI Trustee, and Wilmington Trust Company, as Delaware Trustee (incorporated by reference to the Registration Statement on Form S-1 (File no. 333-103678-01) filed with the Securities and Exchange Commission on August 1, 2003).

3.3

 

Origination Trust Servicing Agreement, dated as of June 30, 1999, between D.L. Peterson Trust, Raven Funding LLC and PHH Vehicle Management Services, LLC, as Servicer (incorporated by reference to the Registration Statement on Form S-1 (File no. 333-40708) filed with the Securities and Exchange Commission on June 30, 2000).

31.1

 

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.

31.2

 

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) Promulgated Under the Securities Exchange Act of 1934, as amended.

32

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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