10-K 1 auto9810k.htm SECURITIES AND EXCHANGE COMMISSION

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, 2001

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 Nos. 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

(Servicer of the Trust)

(Exact name as specified in Servicer's charter)

DELAWARE
(State or other jurisdiction of incorporation of Servicer)

Not Applicable
(I.R.S. Employer Identification Number of Registrant)

 2700 SANDERS ROAD, PROSPECT HEIGHTS, ILLINOIS 60070    

(Address of principal executive offices of Servicer) (Zip Code)

 

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, 2001 was approximately $283.4 Million.


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, 2001, the outstanding principal balance of the Series 1998-1 Notes was approximately $161,180,544.02 and the receivables held by the Issuer had an aggregate outstanding principal balance of approximately $157,824,609.85. A reserve account held for the benefit of the Noteholders had a balance of approximately $16,550,495.25. Class A-1 Notes were paid in full July 19, 1999 and Class A-2 Notes were paid in full April 17, 2000. 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.

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, 2001.

 
 

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 and Class A-2 Noteholders were paid in full as of April 17, 2000. As of February 26, 2002, there was 1 Class A-3 Noteholder, 6 Class A-4 Noteholders, 3 Class A-5 Noteholder and 11 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.

 

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-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 February 26, 2002. The Master Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes.

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Class A-3 Noteholders

JP Morgan Securities Inc., - Fixed Income
4 New York Plaza
New York, NY 10041

$3,250

100%

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Class A-4 Noteholders

   

Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094

$20,000

24.74%

Bankers Trust Company
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211

$30,832

38.14%

The Bank of New York-Banco Di Napoli
One Wall Street
New York, NY 10286

$15,000

18.56%

HSBC Bank USA/Republic Investment Account
452 5th Avenue, 14th Floor
New York, NY 11243

$10,000

12.37%

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Class A-5 Noteholders

   

JP Morgan Chase Bank
c/o JP Morgan Investor Services
14201 Dallas Parkway, 12th Floor
Mail Code 121
Dallas, TX 75254

$7,000

7.00%

State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
NO. Quincy, MA 02171

$69,650

69.70

UBS Warburg LLC/CMO
1000 Harbor Blvd
Weekhawken, NJ 07087

$23,350

23.40%

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Class B-1 Noteholders

Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094

$88,328

88.95%

Wells Fargo Bank Minnesota, N.A.
733 Marquette Avenue
Minneapolis, MN 55479

$6,000

6.04%

 

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, 2001, 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 2001:

 

Date of Reports

Items Covered

October 24, 2001
November 29, 2001
December 26, 2001.

Item 7. Statement to Noteholders with respect to distribution made on October 24, 2001, November 29, 2001 and December 26, 2001.

 

(c)
Exhibit 99

Copy of Annual Statement to Noteholders for the year 2001.

Exhibit 99

Copy of Independent Public Accountants Annual Servicing Reported dated March 22, 2002.

(d) Not Applicable.

 

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, 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)

By: /s/ John W. Blenke

John W. Blenke
     Vice President and Assistant Secretary

Dated: March 28, 2002





Exhibit Index

 

Exhibit No.

99

Exhibit

Copy of Annual Statement to Noteholders for the year ended December 31, 2001.

99

Copy of Independent Public Accountants Annual Servicing Reported dated March 22, 2002.