-----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, SU2LJuXXXfo1J4nZI91h5vdkkm0dpP0TPN0lEgNYQd97WqUUEpgRslGKaE4BZr53 G9b7oD5PcfBdrq3d6Yqqtw== 0000950148-97-000768.txt : 19970401 0000950148-97-000768.hdr.sgml : 19970401 ACCESSION NUMBER: 0000950148-97-000768 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFS FINANCIAL 1996-D OWNER TRUST CENTRAL INDEX KEY: 0001024776 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 033-99418-02 FILM NUMBER: 97568785 BUSINESS ADDRESS: STREET 1: C/O CHASE MANHATTAN BANK DELAWARE STREET 2: 802 DELAWARE AVENUE CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 7147271624 MAIL ADDRESS: STREET 1: C/O CHASE MANHATTAN BANK DELAWARE STREET 2: 802 DELAWARE AVENUE CITY: WILMINGTON STATE: DE ZIP: 19801 10-K405 1 FORM 10-K405 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- FORM 10-K (MARK ONE) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [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: 33-99418 WFS FINANCIAL 1996-D OWNER TRUST -------------------------------- EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 33-0149603 - -------------------------------------- ------------------------ (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) WFS FINANCIAL AUTO LOANS, INC. 23 PASTEUR ROAD IRVINE, CALIFORNIA 92618 - ----------------------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 753-3000 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 --- --- 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. [ X ] DOCUMENTS INCORPORATED BY REFERENCE: None. Exhibit Index is on Page 5. Page 1 of __. 2 ITEM 1. BUSINESS Not applicable. ITEM 2. PROPERTIES On December 13, 1996 the Commission declared effective a Registration Statement on Form S-1 (File No. 33-99418) (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), providing for the issuance by the WFS Financial 1996-D Owner Trust (the "Trust") of the following securities: $115,000,000 of 5.50% Money Market Auto Receivable Backed Notes, Class A-1, $110,000,000 of 5.80% Auto Receivable Backed Notes, Class A-2, $220,000,000 of 6.05% Auto Receivable Backed Notes, Class A-3, $50,950,000 of 6.30% Auto Receivable Backed Notes, Class A-4, $49,050,000 of 6.40% Auto Receivable Backed Certificates. The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class A-5 Notes (the "Notes" and together with the Certificates, the "Securities") and the Certificates were issued by the Trust on December 19, 1996. The Notes are secured by the assets of the Trust, while the Certificates evidence undivided fractional interests in the assets of the Trust. The Notes and the Certificates were issued in fully-registered form in denominations of $1,000 and integral multiples thereof. As more fully described in the Registration Statement, the assets of the Trust will include (i) a pool of retail installment contracts secured by liens on new and used automobiles and light trucks ("Contracts"), (ii) a financial guaranty insurance policy issued by Financial Security Assurance Inc. (the "Insurer"), and (iii) certain accounts maintained by the Trustee on behalf of the Trust, including all investments held thereby and all income from the investment of funds therein and all proceeds therefrom. Information as to the number of Contracts remaining in the Trust, the aggregate unpaid principal balance thereof, the decrease therein, delinquencies on the Contracts, collections of principal and interest made, fees paid to the Servicer and the amount of the Policies are set forth in the exhibits incorporated herein in response to Item 14, below. ITEM 3. LEGAL PROCEEDINGS The Registrant knows of no material pending legal proceedings with respect to the Trust involving the Trust, the Trustee, the Seller or the Servicer. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of the holders of the Certificates during the fiscal year covered by this Report. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As of December 31, 1996, there was one holder of record of the Securities. See also Item 12. Security Ownership of Certain Beneficial Owners and Management. There was no principal market in which the Securities traded. Page 2 3 ITEM 6. SELECTED FINANCIAL DATA Omitted. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Omitted. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Omitted. ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT Omitted. ITEM 11. EXECUTIVE COMPENSATION Omitted. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table reflects certain information regarding holders of record (i.e., participants in the DTC System for which Certificates are held of record by Cede & Co.) which beneficially own more than 5% of the Certificates. The Registrant does not have any information as to whether the persons listed below hold such Certificates for their own account, partially for their own account and partial for the account of others or solely for the account of others.
Name and Address Amount of Certificates Percent of Certificates of Participant Beneficially Owned Beneficially Owned - -------------- ------------------ ------------------ Bankers Trust Company 13,559,000 27.9% Chase/Chemical 15,000,000 30.9% Citibank 5,000,000 10.3% First National Bank of Boston 10,000,000 20.6% State Street Bank 5,000,000 10.3%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There have not been any transactions or series of transactions since the start of the Trusts last fiscal year between the Trust and any Certificateholder which is the beneficial owner of more than 5% of the Certificates, based upon the outstanding balance of the certificates. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K Page 3 4 (a) The following documents are filed as part of this Report:
Exhibit Number Description -------------- ----------- 20.1 Accountants' Report dated January 28, 1997 20.2 Annual Statement of Compliance by Master Servicer dated January 24, 1997 20.3 consolidated financial statements of Financial Security Assurance Inc. and subsidiaries as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996 (Incorporate by reference from the Annual Report on Form 10-K of Financial Security Assurance Holdings Inc. for the year ended December 31, 1996 (file # 1-12644) as filed on or about March 24, 1997) 23 Written Consent of Coopers & Lybrand, LLP
(b) Reports on Form 8-K: All reports filed on Form 8-K required to be disclosed are identified above in response to Item 14(a). (c) Omitted. (d) Omitted. Page 4 5 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. WFS FINANCIAL 1996-D OWNER TRUST BY: WFS FINANCIAL INC, as Master Servicer Date: March 31, 1997 By: /S/ LEE A. WHATCOTT ---------------------------------------- Lee A. Whatcott, Chief Financial Officer Page 5 6 INDEX TO EXHIBITS -----------------
Exhibit No. Description Page - ----------- ----------- ---- 20.1 Accountants' Report dated January 28, 1997 20.2 Annual Statement of Compliance by Master Servicer dated January 24, 1997 20.3 consolidated financial statements of Financial Security Assurance Inc. and subsidiaries as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996 (Incorporate by reference from the Annual Report on Form 10-K of Financial Security Assurance Holdings Inc. for the year ended December 31, 1996 (file # 1-12644) as filed on or about March 24, 1997) 23 Written Consent of Coopers & Lybrand, LLP
Page 6 EX-20.1 2 EXHIBIT 20.1 1 EXHIBIT 20.1 [ERNST & YOUNG LLP LETTERHEAD] Report of Independent Auditors Board of Directors WFS Financial Inc We have audited, in accordance with generally accepted auditing standards, the consolidated statement of financial condition of WFS Financial Inc and Subsidiaries (WFS) as of December 31, 1996 and the related consolidated statements of income, shareholders' equity and cash flows for the year then ended, and have issued our report thereon dated January 28, 1997. In connection with our audit nothing came to our attention that caused us to believe that WFS failed to comply with the terms, covenants, provisions or conditions of either the Pooling and Servicing Agreements for WFS Financial Auto Loans, Inc. dated June 1, 1993, September 1, 1993, December 1, 1993, March 1, 1994, May 1, 1994, August 1, 1994, October 1, 1994, January 1, 1995, March 1, 1995, June 1, 1995, September 1, 1995 or December 1, 1995, or the Sale and Servicing Agreements for WFS Financial Auto Loans, Inc. dated March 1, 1996, June 1, 1996, September 1, 1996 or December 1, 1996 between Bankers Trust Company and WFS insofar as they relate to accounting and auditing matters. However, it should be noted that our audit was not directed primarily toward obtaining a knowledge of noncompliance. This report is intended for the use and information of the Board of Directors, management and Bankers Trust Company and should not be used for any other purpose. /S/ ERNST & YOUNG LLP January 28, 1997 EX-20.2 3 EXHIBIT 20.2 1 EXHIBIT 20.2 [WFS FINANCIAL LETTERHEAD] January 24, 1997 Chase Manhattan Bank of Delaware Standard & Poor's Ratings Services 1201 Market Street A division of McGraw-Hill, Inc. Wilmington, Delaware 19801 25 Broadway New York, NY 10004 Bankers Trust Company Moody's Investors Service, Inc. 4 Albany Street 99 Church Street New York, New York 10015 New York, NY 10007 Financial Security Assurance Inc. 350 Park Avenue New York, New York 10022 Re: Annual Statement as to Compliance for WFS Financial 1996-D Owner Trust Dear Sir or Madam: OFFICERS' CERTIFICATE Pursuant to Section 4.10 of the Sale and Servicing Agreement ("Agreement") dated as of December 1, 1996, the undersigned officers of WFS Financial Inc (the "Master Servicer") certify that: (i) a review of the activities of the Master Servicer since the closing date and of its performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year and that no default under this Agreement has occurred. /s/ LEE A. WHATCOTT /s/ MARK OLSON - ---------------------------- ---------------------------- Lee A. Whatcott Mark Olson Executive Vice President & Controller Chief Financial Officer cc: A. Katz, Esq. EX-23 4 EXHIBIT 23 1 [COOPERS & LYBRAND LETTERHEAD] COOPERS & LYBRAND L.L.P. a professional services firm CONSENT of INDEPENDENT ACCOUNTANTS ---------- We consent to the incorporation by reference in this annual report on From 10-K (File No. 33-99418) of WFS Financial 1996-D Owner Trust of our report dated January 24, 1997, on our audits of the consolidated financial statements of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996. COOPERS & LYBRAND L.L.P. ---------------------------- COOPERS & LYBRAND L.L.P. New York, New YORK March 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----