-----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, IJY7eB5oSIbSrcOmNIk+a6VVeId8Pu3UAjSB+AyImDoaOgp/fkKXIdqE39aUUf4j TBluRHjy7rKtepl+NtJubw== 0001066477-00-000011.txt : 20000328 0001066477-00-000011.hdr.sgml : 20000328 ACCESSION NUMBER: 0001066477-00-000011 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000327 FILED AS OF DATE: 20000327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOUSEHOLD AUTOMOBILE REVOLVING TRUST I CENTRAL INDEX KEY: 0001066477 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-59837 FILM NUMBER: 579849 BUSINESS ADDRESS: STREET 1: 2700 SANDERS ROAD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 BUSINESS PHONE: 8475645000 MAIL ADDRESS: STREET 1: 2700 SANDERS ROAD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 10-K 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 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 No. 333-59837 HOUSEHOLD AUTOMOBILE REVOLVING TRUST I, SERIES 1998-1 (Exact name of Registrant as specified in Department of the Treasury, Internal Revenue Service Form SS-4) HOUSEHOLD FINANCE CORPORATION (Master Servicer of the Trust) (Exact name as specified in Master Servicer's charter) DELAWARE Not Applicable. (State or other jurisdiction of (I.R.S. Employer incorporation of Master Identification Number of Servicer) Registrant) 2700 SANDERS ROAD, PROSPECT HEIGHTS, ILLINOIS 60070 (Address of principal executive offices of (Zip Code) Master Servicer) Master Servicer's telephone number, including area code: (847)564-5000 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 The aggregate principal amount of the Notes held by non-affiliates of the Master Servicer as of December 31, 1999 was approximately $377,832 Million. 2 INTRODUCTORY NOTE Household Auto Receivables Corporation (the "Seller") is the seller under the amended and restated Master Sale and Servicing Agreement (the "Agreement") dated as of November 1, 1998, by and among Household Automobile Revolving Trust I, as Issuer, the Seller, Household Finance Corporation, as Master Servicer (the "Master Servicer") and The Chase Manhattan Bank, as trustee (the "Trustee"), with respect to the Series 1998-1 Notes (the "Notes"). The Notes consist of eight classes of notes. Two classes are held by the Seller. As of December 31, 1999, the outstanding principal balance of the Series 1998-1 Notes was approximately $ 499,335,642.29 and the receivables held by the Issuer had an aggregate outstanding principal balance of approximately $540,015,496.11. A reserve account held for the benefit of the Noteholders had a balance of approximately $16,784,391.34. Class A-1 Notes were paid in full July 19, 1999. For the benefit of holders of the Class A-3 and Class A-4 Notes, the Issuer is party to an interest rate cap requiring the counterparty to make payments to the Issuer in the event LIBOR exceeds 6.5% The Master Servicer has prepared this Form 10-K on behalf of the Registrant in reliance upon various no-action letters issued by the Securities and Exchange Commission (the "Commission") to other trusts which are substantially similar to the Trust. Items designated herein as "Not Applicable" have been omitted as a result of this reliance. 3 PART I Item 1. Business. Not Applicable. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. The Master Servicer is not aware of any material pending legal proceedings involving either the Registrant, the Trustee, the Seller or the Master Servicer with respect to the Notes or the Registrant's property. Item 4. Submission of Matters to a Vote of Security Holders. No vote or consent of the holders of the Noteholders (the "Noteholders") was solicited for any purpose during the year ended December 31, 1999. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. To the best knowledge of the Master Servicer, there is no established public trading market for the Notes. Class A-1 Noteholders were paid in full as of July 19, 1999. As of March 1, 2000, there were 3 Class A-2 Noteholders, 13 Class A-3 Noteholders, 7 Class A-4 Noteholders, 1 Class A-5 Noteholder and 13 Class B-1 Noteholders, some of whom may be holding Notes for the accounts of others. The Class B-2 and Class C Notes, as well as the Series 1998-1 Certificate are held by the Seller. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Not Applicable. 4 Item 8. Financial Statements 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. The following table sets forth (i) the name and address of each entity which holds of record more than 5% of the outstanding principal amount of the Class A-2, Class A-3, Class A-4, Class A-5 or the Class B-1 Notes, (ii) the principal amount of Notes owned by each, and (iii) the percent that the principal amount of Notes owned represents of the outstanding principal amount. The information set forth in the table is based upon information obtained by the Master Servicer from the Trustee and from The Depository Trust Company as of March 1, 2000. The Master Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes. 5 Amount Owned All dollar amounts are in thousands Name and Address Principal Percent Class A-2 Noteholders Chase Manhattan Bank $ 10,000 18.52% 4 New York Plaza - 13th Floor New York, NY 10004 Investors Bank & Trust/M.F. Custody $ 3,000 5.56% 200 Clarendon Street 15th Floor Hancock Tower Boston, MA 02116 State Street Bank and $ 41,000 75.93% Trust Company Global Corp. Action Unit JAB 5NW 1776 Heritage Drive No. Quincy, MA 02171 Class A-3 Noteholders Bank of New York $ 10,000 6.99% 925 Patterson Plank Road Secaucus, NJ 07094 Bankers Trust Company $ 11,500 8.08% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Bank One Trust Company, N.A. $ 18,000 12.59% 1900 Polaris Parkway, 4th Floor Columbus, OH 43240 Boston Safe Deposit and $ 70,000 48.95% Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 Citibank, N.A. $ 20,000 13.99% P. O. Box 30576 Tampa, FL 33630-3576 6 Amount Owned All dollar amounts are in thousands Name and Address Principal Percent Class A-4 Noteholders Bankers Trust Company $ 30,832 38.14% c/o BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 The Bank of New York -- $ 15,000 18.56% Banco Di Napoli One Wall Street New York, NY 10286 Boston Safe Deposit and $ 12,000 14.85% Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 HSBC Bank USA/Republic $ 10,000 12.37% Investment Account One Hanson Place, Lower Level Brooklyn, NY 11243 Investors Bank & Trust/M.F. Custody $ 7,000 8.66% 200 Clarendon Street 15th Floor Hancock Tower Boston, MA 02116 7 Amount Owned All dollar amounts are in thousands Name and Address Principal Percent Class A-5 Noteholder Bank of New York $100,000 100.00% 925 Patterson Plank Road Secaucus, NJ 07094 Class B-1 Noteholders First Union National Bank $ 87,303 87.92% 1525 West W. T. Harris Blvd., 3A4 Charlotte, NC 28288 Norwest Bank Minnesota, $ 5,100 5.14% National Association 733 Marquette Avenue Minneapolis, MN 55479-0056 8 Item 13. Certain Relationships and Related Transactions. None or Not Applicable. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) List the following documents filed as a part of the report: (1) Financial Statements Not Applicable. (2) Financial Statement Schedules Not Applicable. (3) The Master Servicer is obligated to prepare an Annual Statement to Noteholders for the year ended December 31, 1999, and Independent Public Accountants are required to prepare an Annual Servicing Report pertaining to the compliance of the Master Servicer with its servicing obligations pursuant to the Agreement. Copies of said documents are or will be filed as exhibits to this Form 10-k when they are available. (b) The Registrant filed the following current reports on Form 8-K for the fourth quarter of 1999: Date of Reports Items Covered October 18, 1999 Item 7 -- Statement to November 17, 1999 Noteholders with respect December 17, 1999 to distribution made on October 18, 1999, November 17, 1999 and December 17, 1999. (c) (1) Exhibit 99. Copy of Annual Statement to Noteholders for the year 1999. (d) Not Applicable. 9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Master Servicer has duly caused this report to be signed on behalf of the Household Automobile Revolving Trust I, Series 1998-1 by the undersigned, thereunto duly authorized. HOUSEHOLD FINANCE CORPORATION, as Master Servicer of and on behalf of the HOUSEHOLD AUTOMOBILE REVOLVING TRUST I, SERIES 1998-1 (Registrant) Date: March 27, 2000 By: /s/ P. D. Schwartz P. D. Schwartz Authorized Representative 10 Exhibit Index Exhibit No. Exhibit 99 Copy of Annual Statement to Noteholders for the year 1999. EX-99 2 1
AGGREGATE PAYMENT SCHEDULE Household Finance Corporation Household Auto Receivables Corporation Household Automobile Revolving Trust I 1998-1 Original Principal Class A Class A-1 139,370,000 Class A-2 54,000,000 Class A-3 143,000,000 Class A-4 80,832,000 Class A-5 100,000,000 Number of Class A Bonds (000's) Class A-1 139,370 Class A-2 54,000 Class A-3 143,000 Class A-4 80,832 Class A-5 100,000 Original Principal Class B Class B-1 99,303,000.00 Class B-2 94,338,000.00 Number of Class B Bonds (000's) Class B-1 99,303 Class B-2 94,338 Original Principal Class C Class C 60,823,000.00 Number of Class C Bonds (000's) Class C 60,823 Distribution Date 1999 CLASS A Class A-1 Principal Distribution 127,887,012.71 Class A-1 Interest Distribution 2,066,779.99 Class A-2 Principal Distribution 18,145,186.98 Class A-2 Interest Distribution 2,983,803.86 Class A-3 Principal Distribution 0.00 Class A-3 Interest Distribution 8,138,093.14 Class A-4 Principal Distribution 0.00 Class A-4 Interest Distribution 4,641,105.62 Class A-5 Principal Distribution 30,812,818.16 Class A-5 Interest Distribution 4,806,030.43 CLASS B Class B-1 Principal Distribution 32,165,434.65 Class B-1 Interest Distribution 5,912,059.67 Class B-2 Principal Distribution 30,557,312.92 Class B-2 Interest Distribution 5,507,843.09 CLASS C Class C Principal Distribution 19,701,241.22 Class C Interest Distribution 3,552,123.07
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