-----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, CsGo2IPrlI22JEdZvpQ3ioS6Zs0F/nYmG5XpeiDegcvsiQDVKUa2c39iD+anmm48 WOXPbLaCd+2BpCzSmlArzg== 0001019618-97-000009.txt : 19970328 0001019618-97-000009.hdr.sgml : 19970328 ACCESSION NUMBER: 0001019618-97-000009 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT RV OWNER TRUST 1996-A CENTRAL INDEX KEY: 0001019618 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-85224-02 FILM NUMBER: 97564478 BUSINESS ADDRESS: STREET 1: 650 CIT DR CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 2017405000 MAIL ADDRESS: STREET 1: 650 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 10-K 1 FORM 10-K FOR YEAR ENDED DECEMBER 31, 1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _______ to __________ Commission file number: 33-65057 CIT RV OWNER TRUST 1996-A (Exact name of registrant as specified in its charter) Delaware 51-0378848 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o The CIT Group Securitization Corporation II 650 CIT Drive Livingston, New Jersey 07039 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 740-5000 Securities registered pursuant to Section 12(b) of the Act: None (Title of Class) Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) 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 [ ] 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. [ ] PART I Item 1. Business. -------- On February 22, 1996 The CIT Group Securitization Corporation II (the "Company") sold $236,250,000 aggregate principal amount of Class A 5.40% Asset Backed Notes (the "Notes") and $13,750,000 aggregate principal amount of 5.85% Asset Backed Certificates (the Certificates"). The Certificates have the benefit of a Cash Collateral Account funded from the proceeds of a loan made by The Dai-Ichi Kangyo Bank, Limited. The Notes and Certificates were offered for sale to the public pursuant to a prospectus dated February 15, 1996 (the "Prospectus"). The Certificates represent an ownership interest in the CIT RV Owner Trust 1996-A (the "Trust") and the Notes represent obligations of the Trust. The Trust was created, and the Certificates were issued, pursuant to a Trust Agreement, dated as of February 1, 1996 (the "Trust Agreement"), between the Company and The Bank of New York (Delaware), as owner trustee (the "Owner Trustee"). The Notes were issued pursuant to an Indenture, dated as of February 1, 1996 (the "Indenture"), between the Trust and Harris Trust and Savings Bank, as Indenture Trustee (the "Indenture Trustee"). The Trust's only business is to act as a passive conduit to permit investment in a pool of retail consumer receivables. Item 2. Properties. ---------- The property of the Trust consists of a pool of simple interest retail installment sale contracts secured by the new and used recreational vehicles financed thereby (the "Contracts"). All of the Contracts were acquired by the Company from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to the terms of a Purchase Agreement, dated as of February 1, 1996, and sold by the Company to the Trust pursuant to a Sale and Servicing Agreement, dated as of February 1, 1996 (the "Sale and Servicing Agreement"), among the Company, as seller, CITSF, as servicer, and the Trust. Information related to the payment on the Contracts by the obligors under the Contracts is set forth in the 1996 Annual Statement of Trust filed as Exhibit 99.1 to this Annual Report on Form 10-K. Item 3. Legal Proceedings. ----------------- In June, 1995, a suit, Harvey Travis et al. v. The CIT Group Sales Financing, Inc., et al., Civil Action No. CV-95-P-1544-S, was filed in the United States District Court for the Northern District of Alabama, against CITSF, its force-placed insurance carrier and another lender. Plaintiffs in this action allege primarily that force-placed insurance coverage on manufactured homes was placed by defendants in a manner which caused plaintiffs and other borrowers to be charged or assessed for excessive premiums and that there was inadequate disclosure regarding certain fees charged and commissions earned in connection therewith. In their complaint, plaintiffs ask that a class action be certified, with the class to be comprised of individuals against whom monetary charges alleged to be excessive have been assessed and/or collected by CITSF and/or the other defendants for the purchase of force-placed insurance in connection with consumer installment transactions with CITSF and/or the other defendants. The class allegations in the Travis suit have been dismissed. Mr. and Mrs. Travis subsequently brought the same suit as individuals. This case has been settled. The registrant knows of no other material pending legal proceedings with respect to the Trust or involving the Trust, the Owner Trustee, the Indenture Trustee, the Company or CITSF. Item 4. Submission of Matters to a Vote of Security Holders. --------------------------------------------------- No matter was submitted to a vote of Certificateholders during the fiscal year covered by this report. PART II Item 5. Market for Registrant's Common Equity and Related ------------------------------------------------- Stockholder Matters. ------------------- Other than one Certificate in the amount of 150,000 the Certificates and Notes are held and delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. As of January 2, 1997, 100% of the Notes were held in the nominee name of Cede & Co. for 55 beneficial owners. As of January 2, 1997 98.9% of the Certificates were held in the nominee name of Cede & Co. for 1 beneficial owner and 1.1% of the Certificates were held in the form of a definitive Certificate by an affiliate of the Company. Item 9. Changes in and Disagreements with Accountants on ------------------------------------------------ Accounting and Financial Disclosure. ----------------------------------- None. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. ---------------------------------------------------------------- (a) Exhibits: -------- Exhibit Number Description - -------------- ----------- 19 Annual Accountants' Report with respect to the servicing of the contracts by the Servicer, pursuant to the Sale and Servicing Agreement. 99.1 Annual Officer's Certificate. 99.2 Management's Assertion. 99.3 1996 Annual Statement of Trust. (b) Reports on Form 8-K: ------------------- Current Reports on Form 8-K are filed each month. The reports include as an exhibit, the Monthly Reports to Certificateholders. Current Reports on Form 8-K dated March 15, 1996; April 15, 1996; May 15, 1996; June 17, 1996; July 15, 1996; August 15, 1996; September 16, 1996; October 15, 1996; November 15, 1996; December 16, 1996 and January 15, 1997 were filed with the Securities and Exchange Commission. (c), (d) Omitted. 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. CIT RV Owner Trust 1996-A (Registrant) By: The CIT Group/Sales Financing, Inc., as Servicer Dated: March 26, 1997 By: /s/ Frank Garcia ---------------- Name: Frank Garcia Title:Vice President EX-19 2 EXHIBIT 19 Exhibit 19 Independent Auditors' Report The Board of Directors The CIT Group/Sales Financing, Inc.: We have examined management's assertion about The CIT Group/Sales Financing, Inc. (the Company), a wholly owned subsidiary of The CIT Group Holdings, Inc., compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 1996 included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1996 is fairly stated, in all material respects. Management's assertion herein relates to the application of these minimum servicing standards as they apply to loans serviced for others by the Company, except for the GNMA Defaulted Manufactured Housing Master Subservicing contract. Management has issued a separate assertion on the application of these minimum servicing standards as they relate to the GNMA Defaulted Manufactured Housing Master Subservicing contract. Such assertion states that the Company complied with the aforementioned minimum servicing standards, except for certain items of non-compliance relating solely to the GNMA Defaulted Manufactured Housing Master Subservicing contract during a portion of the year ended December 31, 1996 which primarily related to a subservicer and that the Company was in compliance with all minimum servicing standards as of December 31, 1996. Our opinion on management's assertion, dated March 12, 1997 related to the USAP minimum servicing standards as applied to the GNMA Defaulted Manufactured Housing Master Subservicing contract as of and for the year ended December 31, 1996 states that their assertion is fairly stated, in all material respects. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP March 12, 1997 EX-99.1 3 EXHIBIT 99.1 Exhibit 99.1 THE CIT GROUP/SALES FINANCING, INC. ---------------------------------- ANNUAL OFFICER'S CERTIFICATE ---------------------------- The undersigned certifies that he is a Vice President of The CIT Group/Sales Financing, Inc., a corporation organized under the laws of Delaware ("CITSF"), and that as such he is duly authorized to execute and deliver this certificate on behalf of CITSF in connection with the Sale and Servicing Agreement, dated as of February 1, 1996 (the "Agreement"), among CITSF, The CIT Group Securitization Corporation II and The Bank of New York (Delaware), as Owner Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement), and further certifies that a review of the activities of CITSF and of its performance of its obligations has been made under his supervision and to the best of his knowledge, CITSF has fulfilled its obligations under the Agreement. IN WITNESS WHEREOF, I have affixed hereto my signature this 26th day of March, 1997. /s/ Frank Garcia ----------------- Name: Frank Garcia Title: Vice President EX-99.2 4 EXHIBIT 99.2 Exhibit 99.2 March 12, 1997 MANAGEMENT'S ASSERTION ---------------------- As of and for the year ended December 31, 1996, The CIT Group Sales/Financing, Inc. (the Company), a wholly owned subsidiary of The CIT Group Holdings, Inc. has complied in all material respects with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single --------------- Attestation Program for Mortgage Bankers. As of and for this same period, the - ----------------------------------------- Company had in effect a fidelity bond and errors and omissions policy in the amount of $50 million and $5 million respectively. Managements' assertion herein relates to the application of these minimum servicing standards as they apply to loans serviced for others, except for the GNMA Defaulted Manufactured Housing Master Subservicing. THE CIT GROUP/SALES FINANCING, INC. /s/ James J. Egan, Jr. --------------------- James J. Egan, Jr. President and Chief Executive Officer /s/ Richard W. Bauerband ------------------------ Richard W. Bauerband Executive Vice President /s/ Christine L. Rielly ----------------------- Christine L. Reilly Vice President and Controller MINIMUM SERVICING STANDARDS --------------------------- I. CUSTODIAL BANK ACCOUNTS 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: - be mathematically accurate; - be prepared within forty-five (45) calendar days after the cutoff date; - be reviewed and approved by someone other than the person who prepared the reconciliation; and - document explanations for reconciling items. These reconciling items shall be resolved within ninety (90)calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. II. MORTGAGE PAYMENTS 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt (with the exception of securitization servicing contracts for which custodial accounts are not applicable). 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents. III. DISBURSEMENTS 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, unless the late payment was due to the mortgagor's error or omission. 5. Amounts remitted to investors per the servicer's investor reports shall agree with the canceled checks, or other form of payment, or custodial bank statements. 6. Unissued checks shall be safeguarded so as to prevent unauthorized access. IV. INVESTOR ACCOUNTING AND REPORTING 1. The servicing entity's investor reports shall agree with, or reconcile to, investors' records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity. V. MORTGAGOR LOAN ACCOUNTING 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis. 2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider. 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least an annual basis. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. (A compilation of state laws relating to the payment of interest on escrow accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA). VI. DELINQUENCIES 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). VII. INSURANCE POLICIES 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management assertion. EX-99.3 5 EXHIBIT 99.3 Exhibit 99.3 Annual Statement of Trust The CIT RV Owner Trust 1996-A Class A 5.40 % Asset Backed Notes 5.85 % Asset Backed Certificates Exhibit to 10K For the Year Ending 12/31/96 1. Aggregate Principal & Interest Received on 68,066,285.34 Contracts 2. Aggregate Amount of Liquidation Proceeds 894,592.10 3. Repurchased Contracts 4,151.46 4. Aggregate Net Servicer Advances 170,794.93 5. Transfer from Capitalized Interest Account 815,983.02 6. Investment Earnings on Collection Account 18,183.01 7. Transfer from Prefunding Account 1,296.75 8. Aggregate Distribution made in respect of Interest: (a) Note Interest @ 5.40 % 10,560,502.67 (b) Certificate Interest @ 5.85 % 737,340.95 11,297,843.62 Total Interest Distributions 9. Aggregate Distribution made in respect of Principal: (a) Note Principal Distributions 50,731,795.83 (b) Certificate Principal Distributions 71.32 50,731,867.15 Total Principal Distributions 10. Aggregate Amounts paid to the Holder of GP 5,898,645.74 Interest 11. Aggregate Amounts paid to the Servicer 2,010,555.02 12. Aggregate Interest paid on Cash Collateral 32,375.08 Loan Delinquency Information as of 12/31/96: Amount Number ---------------- ----------- (a) 31-59 Days 2,907,233.75 100 (b) 60-89 Days 819,131.16 34 (c) 90 Days or more 514,757.33 21 Contracts Liquidated in 1996 2,265,140.16 82 -----END PRIVACY-ENHANCED MESSAGE-----