-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPUpF+pxs2mZb/b2xs0Jg+LsIyzLV+VtOIjnPiMPf1Y/obe6u/WbWaDrG5Rn3gfw uBjH1PBXRrjfcYZOvR8hOA== 0000871663-96-000001.txt : 19960801 0000871663-96-000001.hdr.sgml : 19960801 ACCESSION NUMBER: 0000871663-96-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960731 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETWOOD CREDIT RECEIVABLES CORP CENTRAL INDEX KEY: 0000871663 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 330444724 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-86238 FILM NUMBER: 96601349 BUSINESS ADDRESS: STREET 1: 22840 SAVI RANCH PKWY STREET 2: PO BOX 87024 CITY: YORBA LINDA STATE: CA ZIP: 92613 BUSINESS PHONE: 7149213403 MAIL ADDRESS: STREET 1: 22840 SAVI RANCH PKWY STREET 2: PO BOX 87024 CITY: YORBA LINDA STATE: CA ZIP: 92613 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 33-80413 FLEETWOOD CREDIT 1996-A GRANTOR TRUST (Exact name of registrant as specified in its charter) California 33-0333724 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Fleetwood Credit Receivables Corp. 22840 Savi Ranch Parkway Yorba Linda, CA 75062-2729 (Address of principal executive offices) (Zip Code) 714-921-3400 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12 (b) of the Act None Securities registered pursuant to Section 12 (g) of the Act None 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..X.. No..... State the aggregate market value of the voting stock held by non-affiliates of the registrant - None. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. - Not Applicable. Trust does not have any voting stock. PART I Item 1. Business. Not Applicable. Item 2. Properties. The Fleetwood Credit 1996-A Grantor Trust (the "Trust") was formed and its asset backed certificates (the "Certificates") were issued pursuant to a Pooling and Servicing Agreement, dated as of April 1, 1996 (the "Agreement"), between Fleetwood Credit Receivables Corp., a California corporation, as Seller (the "Seller"), and Fleetwood Credit Corp., a California corporation, as Servicer (the "Servicer") and The First National Bank of Chicago, a national banking association, as Trustee of the Trust (the "Trustee"). The Certificates consist of one class of senior certificates, (the "Class A Certificates") and one class of subordinated certificates, (the "Class B Certificates"). The Class A Certificates represent an undivided ownership interest of ninety-six point five percent (96.5%) of the Trust and the Class B Certificates represent an undivided ownership interest of three point five percent (3.5%) the Trust. The Class B Certificates are subordinate to the Class A Certificates in regard to the right to receive payments in the event of delinquency or default on the Receivables (as defined below). Capitalized terms herein, unless otherwise defined herein, shall have the meanings specified in the Agreement. The property of the Trust includes a pool of simple interest retail installment sale contracts (the "Receivables") between dealers (the "Dealers") in new and used recreational vehicles, manufactured primarily by subsidiaries of Fleetwood Enterprises, Inc., and retail purchasers (the "Obligors"), and all payments due thereunder on or after April 1, 1996 (the "Cutoff Date") other than accrued interest owing on Receivables prior to the Cutoff Date. The Receivables were originated by Dealers and subsequently assigned to the Servicer, and are serviced by the Servicer and evidence the indirect financing made available by the Servicer to the Obligors. The property of the Trust also includes: (i) such amounts as from time to time may be held in an interest bearing trust account established and maintained by the Seller with the Trustee pursuant to the Agreement (the Subordinated Reserve Fund), and the proceeds thereof; (ii) security interests in the financed vehicles and any accessions thereto; (iii) benefits under the subordination of the Class B Certificates and the Servicer Letter of Credit; (iv) any recourse rights of the Seller against Dealers; and (v) the right to proceeds of physical damage, credit life, and disability insurance policies covering the financed vehicles or the Obligors. As of April 1, 1996, the Receivables included in the pool consisted of 7,351 contracts with an aggregate value of $152,545,172.18. As of April 30, 1996, the end of the fiscal year of the Trust for which this Form 10-K Annual Report is being filed, there were 7,188 contracts with an aggregate value of $147,404,685.89 outstanding. The change in the aggregate principal balance of the Receivables between April 1, 1996, and April 30, 1996, was due to: (i) scheduled principal payments, made by or on behalf of the Obligors on the Receivables; and (ii) payment in full of 163 Receivables. There were no repurchases of defaulted Receivables pursuant to the Reserve Fund. The net loss on Receivables for the period from April 1, 1996, through April 30, 1996, was $0.00. The aggregate amount recovered from sales of repossessed vehicles during the period was $0.00. At April 30, 1996, there were ten (10) accounts with an aggregate principal balance of $173,652.82 that were 30-59 days delinquent, zero (0) accounts that were 60-89 days delinquent, and zero (0) accounts that were 90 or more days delinquent. The foregoing delinquent balances represent 0.120%, 0.000%, 0.000% respectively, of the outstanding pool balance as of April 30, 1996 (0.120% in total). Item 3. Legal Proceedings. The Registrant knows of no material legal proceedings with respect to the Trust, involving the Trust, the Trustee or the Company, as Servicer of the Receivables, other than ordinary routine litigation incidental to the Trustee's or the Company's servicing duties under the Agreement. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted during the period covered by this report to a vote of the Certificateholders. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. (a) Merrill Lynch & Co., Chase Securities, Inc, and CS First Boston and have informed the Company that, while they have been prepared to quote prices to institutional investors for the purchase and sale of Certificates, to the best of their knowledge, there have been only limited sporadic quotations for the purchase and sale of Certificates. (b) As of April 30, 1996, there was one (1) Certificateholder of record, Cede & Co. as nominee for the Depository Trust Company ("DTC"). (c) Not Applicable. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not Applicable. Item 8. Financial Statement and Supplementary Data. Not Applicable. Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers of the Registrant. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) To the best knowledge of the registrant, as of April 30, 1996, there was one (1) Certificateholder of record for each class of Certificates, Cede & Co. as nominee for DTC, whose participating members in aggregate owned of record in excess of five percent (5%) of the interest represented by the Certificates, as set forth in the table below. The Registrant has no knowledge of whether any of such participating member of DTC is a "Beneficial owner" ( as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934), of the Certificates held of record.
Title of Class Name and Address of Amount and Nature Percent Class A of Of Certificateholder Certificate Holdings Class A - -------------------------------------------------------------------------- Fleetwood Credit Cede & Co. 147,206 96.500% 1996-A Grantor P.O. Box 20 Certificates Trust 6.75% Bowling Green Station representing Asset Backed New York, NY 10274 $142,245,521.88 Certificates, Class A Fleetwood Credit Cede & Co. 5,339 3.500% 1996-A Grantor P.O. Box 20 Certificates Trust 6.95% Bowling Green Station representing Asset Backed New York, NY 10274 $5,159,164.01 Certificates, Class B Each Certificate represented $1,000 on date of issuance and $966.30 as of April 30, 1996. As of April 30, 1996, the aggregate outstanding principal amount of Certificates was $147,404,685.89.
(b) Not Applicable. (c) Not Applicable. Item 13. Certain Relationships and Related Transactions. (a) The Registrant knows of no transaction or series of similar transactions during the period from inception (April 1, 1996) through April 30, 1996, or any currently proposed transaction or series of similar transactions to which the Trustee or the Trust has been or will be a party, involving an amount exceeding $60,000 and in which any Certificateholder or any beneficial owner, in either case, who owns more than five percent of the interest represented by the Certificates, or any member of the immediate family of any Certificateholder of beneficial owner, had or will have a direct or indirect material interest. (b) Not Applicable. (c) Not Applicable. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The attached report of Arthur Andersen LLP regarding the servicing activities of the Company, prepared pursuant to ARTICLE XIII, Section 13.11. of the Standard Terms and Conditions of the Agreement, is filed as Exhibit 99. (b) In its request for a no-action letter (which letter was issued by the Commission on September 19, 1991), Fleetwood Credit Receivables Corp. on behalf of the Registrant, proposed to include herein as an exhibit the Annual Report required to be issued following the end of each calendar year by the Trustee regarding distributions made to Certificateholders in the prior year. The Registrant files herewith as Exhibit 19(b) the Trustee's Report for April 1996 as part of the annual report for the fiscal year 1996 and pursuant to ARTICLE XIV, Section 14.11 of the Standard Terms and Conditions of the Agreement. (c) Servicer's Certificate for April 1996 as filed as Exhibit 19(a). SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Fleetwood Credit 1996-A Grantor Trust By: FLEETWOOD CREDIT CORP., as Servicer Date: July 30, 1996 By: /s/ Marvin T. Runyon, III Name: Marvin T. Runyon, III Title: Senior Vice President INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBIT PAGE ----------------------------------------------------------------------------- 19(a) Servicer's Certificate for April, 1996 19(b) Trustee's Report 99 Report of Independent Public Accountants
EX-19 2 REPORT OF TRUSTEE [FIRST CHICAGO LETTERHEAD] Exhibit 19(a) FLEETWOOD CREDIT CORP. FCC 1996-A GRANTOR TRUST $147,206,091.15 6.75% ASSET BACKED CERTIFICATES Class A $5,339,081.03 6.95% ASSET BACKED CERTIFICATES Class B May 15, 1996 On May 15, 1996, interest earned and principal paid on the underlying collateral for the month of April, 1996 were paid to you by First Chicago, in its capacity as Trustee for the above referenced issue. The following information is being provided pursuant to section 14.10 of the Standard Terms and Conditions of Agreement Dated April 1, 1996. This payment per $1,000 or original issuance of your holdings is allocated as follows:
CLASS A CLASS B ------- ------- 1) Principal Distributable 33.698125 33.698125 2) Interest Distributable 5.625000 5.791667 3) Fees Paid to Servicer 122,671.75 4,449.23 Per certificate 0.833333 0.833333 4) a) Pool Balance after this payment 142,245,521.88 5,159,164.01 b) Pool Factor 0.9663019 0.9663019 5) Proceeds received during the period from physical damage insurance 0.00 6) a) Reserve Fund Balance 2,505,440.56 b) % of Pool Balance 1.70% 7) Servicer Letter of Credit Amount (L.C. Terminated 2/95) N/A % of Pool Balance N/A 8) Proceeds received during the period from dealer repurchase obligations related to defaulted receivables 0.00 9) a) Aggregate amount of Paid-Ahead Receivables N/A b) Aggregate amount of Unreimbursed Advances with respect to Paid-Ahead Receivables N/A c) Change from Previous Month N/A 10) Aggregate unreimbursed Advances Prior Month 752,068.34 Change from Previous Month (28,585.82) This Month 723,482.52 11) Certificate Balance 142,245,521.88 5,159,164.01 12) Class A Principal Carryover Shortfall 0.00 Change from preceding period 0.00 Class A Interest Carryover Shortfall 0.00 Change from preceding period 0.00 Class B Principal Carryover Shortfall 0.00 Change from preceding period 0.00 Class B Interest Carryover Shortfall 0.00 Change from preceding period 0.00 13) Realized Losses 0.00 Change from preceding period 0.00 14) Amount due Class B but paid to Class A (subordination) 0.00
Class A CUSIP NO. 339083 AA5 The First National Bank of Chicago Class B CUSIP NO. 339083 AB3 as Trustee EX-19 3 SERVICER'S CERTIFICATE Exhibit 19(b) FLEETWOOD CREDIT 1996-A GRANTOR TRUST Servicer's Certificate For the Month of April, 1996 Principal and Interest Collections Beginning Pool Balance (1) $ 152,545,172.18 Beginning Pool Factor [(1)/$ 152,545,172.18] (2) 1.0000000 Principal Collected (3) $ 5,140,486.29 Interest Collected (4) $ 1,207,562.99 Less: Accrued Interest Prior to Cut Off Date (5) 752,068.34 Less: Additional Purchased Accrued Interest (5a) 0.00 Plus: Purchased Accrued Interest - End of Collection Period (6) 723,482.52 Net decrease/(increase) in Purchased Accrued Interest [(5)+(5a)-(6)] (7) $ 28,585.82 Plus: "Non-Reimbursable Interest Payment" (8) 14,502.40 Total Interest Received [(4)-(5)-(5a)+(6)+(8)] (9) $ 1,193,479.57 Additional Deposits (i) Repurchase Amounts (10) 0.00 (ii) Liquidation Proceeds (11) 0.00 (iii) Yield Supplement Deposit Amount (12) 0.00 Total Additional Deposits [(10)+(11)+(12)] (13) $ 0.00 Total Available Funds [(3)+(9)+(13)] (14) $ 6,333,965.86 Defaulted Receivable Principal Balance [(A1)] (15) $ 0.00 Ending Pool Balance [(1)-(3)-(15)] (16) $ 147,404,685.89 Ending Pool Factor [(16)/$ 152,545,172.18] (17) 0.9663019
Fleetwood Credit Receivables Corp. FLEETWOOD CREDIT 1996-A GRANTOR TRUST Servicer's Certificate For the Month of April, 1996 Determination of the Servicer Letter of Credit Amount Number of Contracts - End of Month (45) N/A Original number of contracts (46) N/A Percent of Original Contracts remaining [((45)/(46))x100] (47) N/A Original Servicer Letter of Credit Amount (48) $ N/A Revised Servicer Letter of Credit Amount [Lessor of [(48)x(47) or the Beginning Pool Balance (1)] (49) $ N/A Prior Month Servicer Letter of Credit Amount [Previous Month (49)] (50) $ N/A Servicer Letter of Credit Fee (51) $ N/A Yield Supplement Amount Receivables with coupon rates below 7.76% Principal Outstanding (52) $ N/A Number of receivables (53) N/A Interest on the Receivables at their APR (54) $ N/A Interest due on the Receivables at the Pass-Through Rate (55) $ N/A Yield Supplement Amount [(54)-(55)] (56) $ N/A Defaulted Receivables Amount of principal and accrued interest due from Obligors on Defaulted Receivables Principal (A1) $ 0.00 Interest (A2) 0.00 Expense (A3) 0.00 Total (A) $ 0.00 Less: Liquidation Proceeds (B) $ 0.00 Realized Loss [(A1)+(A2)-(B)] (C) $ 0.00 Cumulative Losses (Including Expenses) (D) $ 0.00 Cumulative Loss Percentage [(D)/$152,545,172.18] 0.00% (Less than 1.5% ?)
Fleetwood Credit Receivables Corp. FLEETWOOD CREDIT 1996-A GRANTOR TRUST Servicer's Certificate For the Month of April, 1996 Reconciliation of Reserve Fund Beginning Reserve Fund Balance (57) $ 2,289,000.00 Plus: Excess Amounts from Seller (57a) 207,402.15 Plus: Investment Earnings (57b) 9,038.41 Less: Reserve Fund Payments (58) 0.00 Subtotal Reserve Fund $ 2,505,440.56 Plus: Beginning Negative Carry Balance (58a) NA Plus: Negative Carry Investment Earnings (58b) NA Less: Payment from Negative Carry (58c) 0.00 ---------------- Ending Negative Carry Balance (58d) NA Reserve Fund Prior to Payments to Seller (59) $ NA Required Reserve Fund Balance: (Lesser of 1 or 2) (1) Greater of: $3,050,903 or 2.50% of the Ending Pool Balance (Class A and Class B Certificate Balances), but not greater than the Ending Pool Balance (unless the Cumulative Loss Percentage exceeds 1.5%), or (2); (2) (18% - Subordination Fraction) x the Ending Pool Balance NA ---------------- Required Amount (60) $ 3,685,117.15 Amount of Excess Reserve released [(59)-(60)] (61) $ NA (No Release to be made during Pre-funding period) ---------------- Ending Reserve Fund Balance to be invested(including (62) $ NA Negative Carry Balance) Reserve Fund Balance as a Percent of the Ending Pool Balance (63) NA ---------------- Interest Income on Reserve Fund for April, 1996 from First Chicago (64) $ 9,038.41 Interest Income on Negative Carry Balance for April, 1996 (65) $ NA from First Chicago ----------------
EX-99 4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 99 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of Fleetwood Credit Corp. and The First National Bank of Chicago as trustee: We have audited, in accordance with generally accepted auditing standards the financial statements of FLEETWOOD CREDIT CORP. and SUBSIDIARY as of April 30, 1996 and have issued our report thereon dated May 31. 1996, The audit referred to above included tests relating to simple interest retail installment sales contracts serviced for others in accordance with the requirements of the Uniform Single Audit Program for Mortgage Bankers. Our audit disclosed no exceptions or errors in records relating to simple interest retail installment sales contracts serviced for others that, in our opinion, the Program requires us to report. We are independent with respect to Fleetwood Credit Corp. within the meaning of the Code of Professional Conduct of the American Institute of Certified Public Accountants. This report is intended solely for the information and use of the board of directors and management of Fleetwood Credit Corp. and The First National Bank of Chicago end should not be used for any other purpose. /S/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP County, California May 31, 1996 -----END PRIVACY-ENHANCED MESSAGE-----