-----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, TMezjiLXBqRxpUYMhpLGsTSsJGcpIOBqY0dfEBarUPmjDq5lqK9Ui+12NfFfi9Cw PCM1xO2KGJRx+yzdN/Gn5A== 0001063268-99-000006.txt : 19990402 0001063268-99-000006.hdr.sgml : 19990402 ACCESSION NUMBER: 0001063268-99-000006 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT RV TRUST 1998-A CENTRAL INDEX KEY: 0001063268 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 364232666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-24495 FILM NUMBER: 99582089 BUSINESS ADDRESS: STREET 1: C/O CIT GROUP/SALES FINANCING INC STREET 2: 650 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9737405000 MAIL ADDRESS: STREET 1: C/O CIT GROUP/SALES FINANCING INC STREET 2: 650 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 10-K 1 10-K FOR RV 1998-A 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 [FEE REQUIRED] For the fiscal year ended December 31, 1998 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: 000-24495 CIT RV TRUST 1998-A (Exact name of registrant as specified in its charter) Delaware 36-4232666 (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: (973) 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 June 15, 1998 The CIT Group Securitization Corporation II (the "Company") sold $111,000,000 aggregate principal amount of Class A-1 5.83% Asset Backed Notes; $94,000,000 aggregate principal amount of Class A-2 5.92% Asset Backed Notes; $54,000,000 aggregate principal amount of Class A-3 5.99% Asset Backed Notes; $80,000,000 aggregate principal amount of Class A-4 6.09% Asset Backed Notes; $37,000,000 aggregate principal amount of Class A-5 6.12% Asset Backed Notes; $18,000,000 aggregate principal amount of Class B 6.29% Asset Backed Notes (the "Notes") and $6,060,865 aggregate principal amount of 6.70% Asset Backed Certificates (the Certificates"). The Notes and the Certificates have the benefit of a Reserve Account. The Notes and the Certificates were offered for sale to the public pursuant to a Prospectus Supplement dated June 3, 1998 to a Prospectus dated October 29, 1997 (the "Prospectus"). The Certificates represent an ownership interest in CIT RV Trust 1998-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 June 1, 1998 (the "Trust Agreement"), between the Company and Bankers Trust (Delaware), as owner trustee (the "Owner Trustee"). The Notes were issued pursuant to an Indenture, dated as of June 1, 1998 (the "Indenture"), between the Trust and The First National Bank of Maryland, 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. Year 2000 Compliance - -------------------- The Year 2000 compliance issue arises out of the inability of computers, software and other equipment using microprocessors to recognize and properly process date fields containing a two digit year. Because The CIT Group/Sales Financing, Inc. ("Servicer") is dependent upon the proper functioning of computer systems, failure of its systems or vendor systems to be Year 2000 compliant could have a material adverse effect on the Securityholders. Significant Year 2000 failures in the Servicer's systems or in the systems of third parties (or third parties upon whom they depend) could have a material adverse effect on its financial condition and results of operations. Failure of this kind could, for example, result in problems with collecting or processing payments on the Contracts and payments to Securityholders; incomplete or inaccurate accounting or reporting; and generation of erroneous results. The Servicer continues to address the Year 2000 issue as it relates to its systems and business. The Servicer has developed a comprehensive Year 2000 project to remediate its information technology systems and to address Year 2000 issues in its non-information technology systems. The scope of this project includes, among other things, the assessment of "at risk" applications and systems, an assessment of the interdependencies of various systems and the relative importance of each system to the business, the design and execution of required modifications to achieve Year 2000 compliance, and the plans for testing of modifications to verify Year 2000 compliance. The process of remediation includes the following phases: planning, assessing, designing, programming and testing and validation. The Servicer's Year 2000 project is expected to be substantially completed by March 31, 1999. The Servicer depends upon the proper functioning of third party computer and non-information technology systems. The Servicer has been communicating with those parties with whom it has important financial, supplier or operational relationships to determine the extent to which those parties are vulnerable to the Year 2000 issue. As part of the process of evaluating its options and attempting to mitigate third party risks, the Servicer is collecting and analyzing information from third parties. It is difficult to predict the effect of such third party non-readiness on its business. The Servicer continues to formulate a contingency plan for business continuation in the event of Year 2000 systems failures. The Servicer expects to complete its information technology systems Year 2000 contingency plan by June 30, 1999, and to test this contingency plan thereafter. While the Servicer has made and will continue to make certain investments related to the Year 2000 project, the financial impact to the Servicer of such investments has not been, and is not anticipated to be, material to its financial position or results of operations. All Year 2000 information provided herein is a "Year 2000 Readiness Disclosure" as defined in the Year 2000 Information and Readiness Disclosure Act and is subject to the terms thereof. This Year 2000 information is provided pursuant to securities law requirements and it may not be taken as a form of covenant, warranty, representation or guarantee of any kind. Item 2. Properties. - ------ ---------- The property of the Trust primarily includes a pool of simple interest retail installment sale contracts and direct loans secured by the new and used recreation 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 June 1, 1998, and sold by the Company to the Trust pursuant to a Sale and Servicing Agreement, dated as of June 1, 1998 (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 1998 Annual Statement of Trust filed as Exhibit 99.3 to this Annual Report on Form 10-K. Item 3. Legal Proceedings. - ------ ----------------- The Registrant knows of no material legal proceeding with respect to or involving the Owner 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. ------- The 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 5, 1999, 100% of the Class A-1 Notes were held in the nominee name of Cede & Co. for 4 beneficial owners, 100% of the Class A-2 Notes were held in the nominee name of Cede & Co. for 15 beneficial owners, 100% of the Class A-3 Notes were held in the nominee name of Cede & Co. for 17 beneficial owners, 100% of the Class A-4 Notes were held in the nominee name of Cede & Co. for 28 beneficial owners, 100% of the Class A-5 Notes were held in the nominee name of Cede & Co. for 22 beneficial owners, and 100% of the Class B Notes were held in the nominee name of Cede & Co. for 6 beneficial owners. As of June 1, 1998, six definitive Certificates in the amount of $1,000,000.00 each were held in the name of TFinn & Co, and one definitive Certificate was held in the name of an affiliate of the Company as registered owner. Item 9. Changes in and Disagreements with Accountants on Accounting - ------ ----------------------------------------------------------- and Financial Disclosure. ------------------------ None. PART III Item 12. Security Ownership of Certain Beneficial Owners and - ------- --------------------------------------------------- Management. ---------- Not Applicable. 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 1998 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 July 15, 1998, August 17, 1998, September 15, 1998, October 15, 1998, November 16, 1998, December 15, 1998 and January 15, 1999 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 Trust 1998-A (Registrant) By: The CIT Group/Sales Financing, Inc., as Servicer Dated: March 31, 1999 By: /s/ Frank Garcia -------------------------- Name: Frank Garcia Title: Vice President EX-19 2 EXHIBIT 19 Exhibit 19 ---------- Annual report of Accountants with respect to the servicing of the contracts by the Servicer, pursuant to the Sale and Servicing Agreement Independent Auditors' Report The Board of Directors The CIT Group, Inc.: We have examined management's assertion about The CIT Group/Sales Financing, Inc. and The CIT Group/Consumer Finance, Inc.'s (the Companies), both wholly-owned subsidiaries of The CIT Group, Inc., compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended December 31, 1998 included in the accompanying management assertion. Management is responsible for the Companies' compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Companies' 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 Companies' 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 Companies' compliance with the minimum servicing standards. In our opinion, management's assertion that the Companies have complied in all material respects with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. /s/ KPMG LLP March 5, 1999 EX-99.1 3 EXHIBIT 99.1 Exhibit 99.1 ------------ CIT RV TRUST 1998-A ANNUAL OFFICER'S CERTIFICATE COMPLIANCE WITH AGREEMENT The undersigned certifies that he is a Vice President of The CIT Group/Sales Financing, Inc., a corporation organized under the laws of the state of Delaware ("CITSF"), and that as such he is duly authorized to execute and deliver this certificate on behalf of CITSF in connection with Section 4.10 (a) of the Sale and Servicing Agreement, dated as of June 1, 1998 (the "Agreement"), among CITSF, The CIT Group Securitization Corporation II, as Seller, and CIT RV Trust 1998-A, for which Bankers Trust (Delaware) acts as Owner Trustee and The First National Bank of Maryland acts as Indenture Trustee (all capitalized terms used herein without definition having the respective meanings specified in the Agreement). The undersigned further certifies to the Owner Trustee and to the Indenture Trustee that a review of the activities of CITSF during the preceding calendar year and of its performance under the Agreement has been made under his supervision and to the best of his knowledge, based on such review, CITSF has fulfilled its obligations under the Agreement during the preceding calendar year. IN WITNESS WHEREOF, I have affixed hereto my signature this 10th day of March, 1999. /s/ Frank J. Madeira -------------------------- Name: Frank J. Madeira Title: Vice President EX-99.2 4 EXHIBIT 99.2 Exhibit 99.2 ------------ March 5, 1999 MANAGEMENT'S ASSERTION ---------------------- As of and for the year ended December 31, 1998, The CIT Group/Sales Financing, Inc. and The CIT Group/Consumer Finance, Inc. (the Companies), both wholly owned subsidiaries of The CIT Group, Inc., have 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 Companies had in effect a fidelity bond and errors and omissions policy in the amount of $50 million and $5 million, respectively. THE CIT GROUP/SALES FINANCING, INC. /s/ James J. Egan, Jr. --------------------- James J. Egan, Jr. President and Chief Executive Officer THE CIT GROUP/CONSUMER FINANCE, INC. /s/ Thomas Hallman ------------------ President and Chief Executive Officer 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: o be mathematically accurate; o be prepared within forty-five (45) calendar days after the cutoff date; o be reviewed and approved by someone other than the person who prepared the reconciliation; and o 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. 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 ------------ The CIT RV TRUST 1998-A Exhibit 10K For The Year Ending 12/31/98 1. Aggregate Principal & Interest Received on Contracts 64,505,539.22 2. Aggregate Liquidation Proceeds on the Contracts with respect 152,786.12 to Principal 3. Repurchased Contracts 0.00 4. Investment Earnings on Collection Account 0.00 5. Servicer Monthly Advances 1,743,342.16 6. Reimbursement of prior monthly Servicer Advances (1,044,311.21) 7. Incorrect Deposits 0.00 8. Draws from the Reserve Account 0.00 9. Aggregate Distribution made in respect of Interest: (a) Class A-1 Note Interest @ 5.800% 2,445,531.50 (b) Class A-2 Note Interest @ 5.985% 2,782,399.98 (c) Class A-3 Note Interest @ 6.018% 1,617,300.00 (d) Class A-4 Note Interest @ 6.200% 2,436,000.00 (e) Class A-5 Note Interest @ 6.250% 1,132,200.00 (h) Class B Note Interest @ 6.450% 566,100.00 (i) Certificate Interest @ 6.800% 203,038.98 ------------- Total 11,182,570.46 Interest Distributions 10. Aggregate Distribution made in respect of Principal: (a) Class A-1 Note Principal Dsitributions 46,880,314.09 (b) Class A-2 Note Principal Distributions 0.00 (c) Class A-3 Note Principal Distributions 0.00 (d) Class A-4 Note Principal Distributions 0.00 (e) Class A-5 Note Principal Distributions 0.00 (h) Class B Note Principal Distributions 0.00 (i) Certificate Principal Distributions 0.00 ------------- Total 46,880,314.09 Principal Distributions 11. Servicer Payment 932,389.01 12. Deposits to the Reserve Account 6,362,082.73 13. Reserve Account Distributions: (a) Draws deposited to the Note 0.00 Distribution Account (b) Draws deposited to the Certificate 0.00 Distribution Account (c) Distribution to Lender 7,421,989.15 (d) Distribution to Affiliated Owner 202,614.56 ------------- Total 7,624,603.71 Reserve Account Distributions 14. Delinquency Information as of 12/31/98 Account Number ------------- -------- (a) 31-59 Days 2,722,821.39 124 (b) 60-89 Days 1,677,095.10 46 (c) 90-119 Days 951,958.54 29 (d) 120 + Days 2,188,538.40 71 15. Contracts Liquidated in 1998 245,114.09 -----END PRIVACY-ENHANCED MESSAGE-----