-----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, SlXjaazcTPbIG7VboXEp5Qz1uesdzM0FaqZhsrzL9uWJFC1IAXbr5ZvfLdhslZ6I etQUwkHqu3EmxYb7Vi3b7g== 0001066477-99-000008.txt : 19990403 0001066477-99-000008.hdr.sgml : 19990403 ACCESSION NUMBER: 0001066477-99-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990401 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/A SEC ACT: SEC FILE NUMBER: 333-59837 FILM NUMBER: 99584647 BUSINESS ADDRESS: STREET 1: 2700 SANDERS ROAD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 BUSINESS PHONE: 8475646141 MAIL ADDRESS: STREET 1: 2700 SANDERS ROAD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 10-K/A 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (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, 1998. 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 - ------------------------------------------------------------------ (Exact name of Registrant as specified in its Certificate of Trust) HOUSEHOLD AUTO RECEIVABLES CORPORATION - ----------------------------------------------------------------- (Depositor to the Trust) (Exact name as specified in Depositor's charter) DELAWARE Not Applicable - ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation of Registrant Number of the Registrant) c/o Wilmington Trust Company Rodney Square North Wilmington Delaware 19890 - ------------------------------------------------------------------ (Address of principal executive offices of Registrant) (Zip Code) Trustee's telephone number, including area code (302) 651-1000 -------------- 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 equity certificates in the Trust held by non-affiliates of the Depositor as of December 31, 1998 was $0. 2 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. ------------------------------------------------------- (a) The following documents are filed as a part of this report: (1) Financial Statements Report of Independent Public Accountants Statement of Income and Retained Earnings Balance Sheet Statement of Cash Flows Notes to Financial Statements (b) The Registrant filed one current report on Form 8-K during the fourth quarter of 1998. Date of Reports Items Covered --------------- ------------- November 24, 1998 Item 5 -- Computational materials used in distribution of the Series 1998-1 Notes. (c) Exhibits 4.1 Trust Agreement between Household Auto Receivables Corporation and Wilmington Trust Company, as Owner Trustee dated as of March 1, 1998. 4.2 (Incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K dated as of December 3, 1998 and filed on January 22, 1999). 4.3 Indenture, dated as of November 1, 1998 among the Trust, HFC and the Chase Manhattan Bank, as Indenture Trustee. (Incorporated by reference to Exhibit 4.2 of the Registrant's Form 8-K dated as of December 3, 1998 and filed on January 22, 1999). 4.4 Series 1998-1 Supplement, dated as of November 1, 1998 to the Indenture dated as of November 1, 1998 and to the Trust Agreement dated as of March 1, 1998; among HFC, the Trust, the Depositor, Wilmington Trust Company, as Owner Trustee and The Chase Manhattan Bank, as Indenture Trustee. (Incorporated by reference to Exhibit 4.3 of the Registrant's Form 8-K dated as of December 3, 1998 and filed on January 22, 1999). 10.1 Master Sale and Servicing Agreement, among the Trust, the Depositor, HFC and The Chase Manhattan Bank, as Trustee, amended and restated as of November 1, 1998. (Incorporated by reference to Exhibit 4.4 of the Registrant's Form 8-K dated as of December 3, 1998 and filed on January 22, 1999). 27 Financial Data Schedule. 99 Annual Report on Form 10-K for the fiscal year ended December 31, 1998 for Household Automobile Revolving Trust I, Series 1998-1 (d) Not Applicable. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Depositor has duly caused this report to be signed on behalf of the Household Automobile Revolving Trust I by the undersigned, thereunto duly authorized. HOUSEHOLD AUTOMOBILE REVOLVING TRUST I -------------------------------------- (Registrant) By: HOUSEHOLD AUTO RECEIVABLES CORPORATION, as Depositor of and on behalf of the Registrant Date: March 31, 1999. By: /s/ Steven L. McDonald ---------------------- Steven L. McDonald Vice President and Controller k:\law\tr\auto\auto10ka.as1 EX-99 2 1 EXHIBIT 99 ---------- 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, 1998 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, 1998 was approximately $616.5 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, 1998, the outstanding principal balance of the Series 1998-1 Notes was approximately $757,160,000 and the receivables held by the Issuer had an aggregate outstanding principal balance of approximately $834,117,000. A reserve account held for the benefit of the Noteholders had a balance of approximately $19,634,000. 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, 1998. 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. As of March 19, 1999, there were 4 Class A-1 Noteholders, 3 Class A-2 Noteholders, 12 Class A-3 Noteholders, 6 Class A-4 Noteholders, 1 Class A-5 Noteholder and 14 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-1, 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 19, 1999. 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-1 Noteholders Boston Safe Deposit and $ 24,870 17.84% Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center Pittsburgh, PA 15259 Chase Manhattan Bank, N.A. $ 34,000 24.40% 4 New York Plaza - 13th Floor New York, NY 10004 Suntrust Bank $ 80,000 57.40% 303 Peachtree St., 14th Floor Atlanta, GA 30308 Class A-2 Noteholders Bank of New York $ 6,500 12.04% 925 Patterson Plank Road Secaucus, NJ 07094 Chase Manhattan Bank $ 10,000 18.52% 4 New York Plaza - 13th Floor New York, NY 10004 State Street Bank and $ 37,500 69.44% Trust Company Global Corp. Action Dept. P. O. Box 1631 Boston, MA 02105-1631 6 Amount Owned All dollar amounts are in thousands Name and Address Principal Percent 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 Boston Safe Deposit and $ 70,000 48.95% Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center Pittsburgh, PA 15259 Citibank, N.A. $ 20,000 13.99% P. O. Box 30576 Tampa, FL 33630-3576 NBD Bank $ 18,000 12.59% 611 Woodward Avenue Detroit, MI 48226 Class A-4 Noteholders The Bank of New York -- $ 15,000 18.56% Banco Di Napoli One Wall Street New York, NY 10286 Boston Safe Deposit and $ 20,000 24.74% Trust Company c/o Mellon Bank N.A. Three Mellon Bank Center Pittsburgh, PA 15259 Chase Manhattan Bank $ 30,832 38.14% 4 New York Plaza - 13th Floor New York, NY 10004 Republic National Bank of $ 10,000 12.37% New York Investment Account One Hanson Place, Lower Level Brooklyn, NY 11243 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. Charlotte, NC 28288 Norwest Bank Minnesota, $ 5,100 5.14% National Association 733 Marquette Avenue Minneapolis, MN 55479-0056 Item 13. Certain Relationships and Related Transactions. None or Not Applicable. 8 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, 1998, 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 1998: Date of Reports Items Covered March 18, 1999 Item 7 -- Statement to Noteholders with respect to distribution made on December 17, 1998. (c) Exhibit 99. Copy of Annual Statement to Noteholders for the year 1998. (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 23, 1999 By: /s/ P. D. Schwartz P. D. Schwartz Authorized Representative U:\WP\HFS088\10K\auto 10 Exhibit Index Exhibit No. Exhibit Page No. 99 Copy of Annual Statement to Noteholders for the year ended December 31, 1998. 11 EXHIBIT 99 ANNUAL STATEMENT TO NOTEHOLDERS 1998 Household Finance Corporation Household Auto Receivables Corporation Household Automobile Revolving Trust I 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 12 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 12/17/98 Days 14 CLASS A Beginning Class A-1 Principal Balance 139,370,000.00 Beginning Class A-1 Principal Factor 16.84% Principal Distribution 11,482,987.29 Principal Payment Factor (per 1,000 Bond) 82.392102 Ending Class A-1 Principal Balance 127,887,012.71 Ending Class A-1 Principal Factor 15.70% Class A-1 Interest Distribution 288,883.04 Class A-1 Interest Payment Factor (per 2.072778 1,000 Bond) Beginning Class A-2 Principal Balance 54,000,000.00 Beginning Class A-2 Principal Factor 6.53% Principal Distribution 0.00 Principal Payment Factor (per 1,000 Bond) 0.000000 Ending Class A-2 Principal Balance 54,000,000.00 Ending Class A-2 Principal Factor 6.63% Class A-2 Interest Distribution 115,794.00 Class A-2 Interest Payment Factor (per 2.144333 1,000 Bond) Beginning Class A-3 Principal Balance 143,000,000.00 Beginning Class A-3 Principal Factor 17.28% Principal Distribution 0.00 Principal Payment Factor (per 1,000 Bond) 0.000000 13 Ending Class A-3 Principal Balance 143,000,000.00 Ending Class A-3 Principal Factor 17.56% Class A-3 Interest Distribution 337,872.54 Class A-3 Interest Payment Factor (per 2.362745 1,000 Bond) Beginning Class A-4 Principal Balance 80,832,000.00 Beginning Class A-4 Principal Factor 9.77% Principal Distribution 0.00 Principal Payment Factor (per 1,000 Bond) 0.000000 Ending Class A-4 Principal Balance 80,832,000.00 Ending Class A-4 Principal Factor 9.92% Class A-4 Interest Distribution 192,557.14 Class A-4 Interest Payment Factor (per 2.382189 1,000 Bond) Beginning Class A-5 Principal Balance 100,000,000.00 Beginning Class A-5 Principal Factor 12.08% Principal Distribution 1,578,363.77 Principal Payment Factor (per 1,000 Bond) 15.783638 Ending Class A-5 Principal Balance 98,421,636.23 Ending Class A-5 Principal Factor 12.08% Class A-5 Interest Distribution 219,722.22 Class A-5 Interest Payment Factor (per 2.197222 1,000 Bond) CLASS B Beginning Class B-1 Principal Balance 99,303,000.00 Beginning Class B-1 Principal Factor 12.00% Principal Distribution 0.00 Principal Payment Factor (per 1,000 Bond) 0.000000 Ending Class B-1 Principal Balance 99,303,000.00 Ending Class B-1 Principal Factor 12.19% Class B-1 Interest Distribution 243,292.35 Class B-1 Interest Payment Factor (per 2.450000 1,000 Bond) Beginning Class B-2 Principal Balance 94,338,000.00 Beginning Class B-2 Principal Factor 11.40% Principal Distribution 0.00 Principal Payment Factor (per 1,000 Bond) 0.000000 Ending Class B-2 Principal Balance 94,338,000.00 Ending Class B-2 Principal Factor 11.58% Class B-2 Interest Distribution 234,796.80 Class B-2 Interest Payment Factor (per 2.488889 1,000 Bond) CLASS C Beginning Class C Principal Balance 60,823,000.00 Beginning Class C Principal Factor 7.35% Principal Distribution 0.00 Principal Payment Factor (per 1,000 Bond) 0.000000 Ending Class C Principal Balance 60,823,000.00 Ending Class C Principal Factor 7.47% 14 Class C Interest Distribution 153,747.03 Class C Interest Payment Factor (per 2.527778 1,000 Bond) -----END PRIVACY-ENHANCED MESSAGE-----