-----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, QSzCppjdERY7Ypa70rBrCAVgXpT7Y1lI8Bzrfa/oVRuhur/hSx1XoI0qbuj1P3v8 TF8tClbBZ5oXSQbua9jxrg== 0000884936-98-000013.txt : 19980330 0000884936-98-000013.hdr.sgml : 19980330 ACCESSION NUMBER: 0000884936-98-000013 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCFC BOAT LOAN TRUST 1992-1 CENTRAL INDEX KEY: 0000884936 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 367001321 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-46339-01 FILM NUMBER: 98575167 BUSINESS ADDRESS: STREET 1: 12 READS WAY STREET 2: C/O SCFC RECEIVABLES FINANCING CORP CITY: NEW CASTLE STATE: DE ZIP: 19720 BUSINESS PHONE: 3023237101 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ _ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 Commission file number 33-46339 SCFC BOAT LOAN TRUST 1992-1 (Exact name of registrant as specified in its charter) Illinois Not Applicable (State of Organization) (I.R.S. Employer Identification No.) c/o SCFC Receivables Financing Corporation 12 Read's Way New Castle, Delaware 19720 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302)323-7101 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Page 1 of 14 Pages The Exhibit Index appears on Page 6 PART I Item 1 Business Not Applicable Item 2 Properties The SCFC Boat Loan Trust 1992-1 (the "Trust") was formed pursuant to a Pooling and Servicing Agreement dated as of April 1, 1992 (the "Pooling and Servicing Agreement") among SCFC Receivables Financing Corporation, as seller (the "Seller"), NOVUS Credit Services Inc. (formerly known as Sears Consumer Financial Corporation) ("NOVUS"), as servicer (the "Servicer"), and U.S Bank National Association d/b/a/ First Bank National Association (successor trustee to Bank of America Illinois, formerly Continental Bank, National Association), as trustee (the "Trustee"). The property of the Trust consists of a portfolio of retail installment sales contracts and installment loans originated by NOVUS or one of its affiliates or purchased from dealers by NOVUS or one of its affiliates (the "Receivables"), together with all rights, benefits and proceeds arising therefrom or in connection therewith, including security interests in the new and used boats, boat motors and boat trailers securing such Receivables. As of April 1, 1992, the Receivables included in the Trust had an aggregate principal balance of $222,169,683.94. As of December 31, 1997, the end of the fiscal year of the Trust for which this Form 10-K annual report is being filed, the principal balance of the Receivables remaining in the Trust was $30,964,283.61. Reference is made to Exhibit 28(a), the Annual Payments Summary, for additional information regarding principal and interest payments in respect of the Trust certificates issued by the Trust (the "Certificates") and information regarding servicing compensation and other fees paid by the Trust during 1997. As of December 31, 1997, the aggregate principal balance of the receivables allocated to the Class A Certificates was $25,700,238.65 and the aggregate principal balance allocated to the Class B Certificates was $5,264,044.96. Item 3 Legal Proceedings The Registrant knows of no material pending legal proceedings involving either the Receivables or the Trustee, any custodian, the Seller or the Servicer in respect of the Trust. Item 4 Submission of Matters to a Vote of Security Holders None 2 PART II Item 5 Market for Registrant's Common Equity and Related Stockholder Matters (a) To the best knowledge of the Registrant, there is no established public market for the Certificates. (b) As of March 15, 1998, there was one certificateholder of record in respect of each of the Class A and Class B Certificates. Item 9 Changes in and Disagreement with Accountants on Accounting and Financial Disclosure None PART III Item 12 Security Ownership of Certain Beneficial Owners and Management (a) To the best knowledge of the Registrant, no person is a beneficial owner, as such term is defined in Rule 13d-3 under the Securities and Exchange Act of 1934 ("Rule 13d-3"), of more than 5% of the Class A Certificates. As of March 15, 1998, CEDE & Co. held one certificate representing the total aggregate principal amount of the Class A Certificates. The Registrant understands that CEDE & Co. is the nominee for the Depository Trust Company ("DTC"). The Registrant is advised that it is the position of the staff of the Securities and Exchange Commission that neither DTC or CEDE & Co. are deemed "beneficial owners" as defined in Rule 13d-3. The Registrant further understands that DTC has no actual knowledge of the actual owners of the securities held of record by CEDE & Co. The Class B Certificates are owned beneficially entirely by the Seller and the Seller is the sole owner of record of the Class B Certificate. (b) Not applicable. (c) Not applicable. Item 13 Certain Relationships and Related Transactions None 3 PART IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Exhibits 28(a) - Annual Payment Summary 28(b) - Statement of Annual Compliance delivered pursuant to Section 13.10 of the Pooling and Servicing Agreement 28(c) - Report of Independent Certified Public Accountant Report delivered pursuant to Section 13.11 of the Pooling and Servicing Agreement. (b) Reports on Form 8-K: Current reports on Form 8-K are filed on or about the Distribution Date each month (typically the 15th of the month). The reports include as exhibits, the MONTHLY INVESTOR CERTIFICATEHOLDERS' STATEMENTS. Current Reports on Form 8-K were filed on January 15, 1997, February 18, 1997, March 17, 1997, April 15, 1997, May 15, 1997, June 16, 1997, July 15, 1997, August 15, 1997, September 15, 1997, October 15, 1997, November 17, 1997 and December 15, 1997. 4 SIGNATURES Pursuant to the requirements of Section 13 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. SCFC Boat Loan Trust 1992-1 (Registrant) By: SCFC Receivables Financing Corporation (Seller) Dated: March 27, 1998 By: /S/ Nancy Donovan -------------------------------------- Nancy Donovan President Supplemental Information to be Furnished with Reports filed Pursuant to Section 15(d) of the Act; by Registrants which have not Registered Securities Pursuant to Section 12 of the Act. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the Registrant does not presently contemplate sending any such materials subsequent to the filing of this report. 5 EXHIBIT INDEX Exhibit No. 28(a) Annual Payments Summary 28(b) Statement of Annual Compliance delivered pursuant to Section 13.10 of the Pooling and Servicing Agreement. 28(c) Report of Independent Certified Public Accountants delivered pursuant to Section 13.11 of the Pooling and Servicing Agreement. 6 Exhibit 28(a) SCFC BOAT LOAN TRUST 1992-1 7.05% Boat Loan Pass-Through Certificates ====================================================== Distribution and Performance Annual Aggregate Report - 1997 Under the Pooling and Servicing Agreement dated as of April 1, 1992 by and among NOVUS Credit Services, Inc. (formerly known as Sears Consumer Financial Corporation), SCFC Receivables Financing Corporation and First Bank National Association, as Trustee, the Trustee is required to prepare certain information each month regarding current distributions to Certificateholders and the performance of the Trust during the calandar year 1997. The information which is required to be prepared with respect to the Distribution Date and Collection Period listed above is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Class A Certificate and certain other information is presented based upon the aggregate amounts for the Trust as a whole. A. Information Regarding the Current Annual Distribution. ------------------------------------------------------- 1. Class A Certificates. --------------------- (a) The aggregate amount of the distribution to Class A Certificateholders on the Dis- tribution Date set forth above. $14,649,439.07 (b) The amount of the distribution set forth in paragraph (a) above in respect of interest. $2,249,826.80 (c) The amount of the distribution set forth in paragraph (a) above in respect of principal. $12,399,612.27 (d) The amount of the distribution set forth in paragraph (a) above, per $1,000 interest. $79.44 (e) The amount of the distribution set forth in paragraph (b) above, per $1,000 interest. $12.20 (f) The amount of the distribution set forth in paragraph (c) above, per $1,000 interest. $67.24 7 2. Class B Certificates. --------------------- (a) The aggregate amount of the distribution to Class B Certificateholders on the Dis- tribution Date set forth above. $4,534,749.04 (b) The amount of the distribution set forth in paragraph (a) above in respect of interest. $460,820.19 (c) The amount of the distribution set forth in paragraph (a) above in respect of principal. $4,073,928.85 B. Information Regarding the Performance of the Trust. --------------------------------------------------- 1. Pool Balance and Certificate Balances. -------------------------------------- (a) The aggregate Principal Balance of the receivables at the end of the Record Date. $30,964,283.61 (b) The aggregate outstanding principal amount of the Class A Certificates as of the end of the Record Date set forth above, after giving effect to payments allocated to prin- cipal in paragraph A.1.(c) above. $25,700,238.65 (c) The aggregate outstanding principal amount of the Class B Certificates as of the end of the Record Date set forth above, after giving effect to payments allocated to prin- cipal in paragraph A.2.(c) above. $5,264,044.96 (d) The Pool Factor at the end of the Record Date set forth above. 0.1393722 2. Servicing Fee. -------------- (a) The aggregate amount of the Servicing Fee paid to the Servicer with respect to the Col- lection Period set forth above. $384,488.93 (b) The portion of the payment set forth in para- graph (a) above attributable to the Class A Certificates. $319,124.38 (c) The amount of the payment set forth in para- graph (b) above, per $1,000 interest. $1.73 (d) The amount of the payment set forth in para- graph (a) above attributable to the Class B Certificates. $65,364.57 8 3. Payment Shortfalls. ------------------- (a) The amount of the Class A Carryover Short- fall after giving effect to the payments set forth in paragraph A.1.(a) above. $0.00 (b) The change in the amount of the Class A Carry- over Shortfall set forth in paragraph (a) above from such amount as of the end of the prior Collection Period. $0.00 (c) The amount of the Class A Carryover Short- fall set forth in paragraph (a) above allocated to interest. $0.00 (d) The amount of the Class A Carryover Short- fall set forth in paragraph (a) above allocated to principal. $0.00 (e) The amount of the Servicer Shortfall after giving effect to the payment set forth in paragraph B.2.(a) set forth above. $0.00 (f) The change in the amount of the Servicer Short- fall set forth in paragraph (e) above from such amount as of the end of the prior Collection Period. $0.00 (g) The amount of the Class B Shortfall after giving effect to the payments set forth in paragraph A.2.(a) above. $1,373,925.56 (h) The change in the amount of the Class B Short- fall set forth in paragraph (g) above from such amount as of the end of the prior Collection Period. ($1,534,181.33) (i) The amount of the Class B Shortfall set forth in paragraph (g) above allocated to interest. $0.00 (j) The amount of the Class B Shortfall set forth in paragraph (g) above allocated to principal. $1,373,925.56 9 4. Reserve Funds. ------------- (a) The balance of the Seller Reserve Fund on the Distribution Date set forth above after giving effect to the deposits and withdrawals made therefrom on such Distribution Date. $2,000,000.00 (b) The change in the balance of the Seller Reserve Fund set forth in paragraph (a) above from such balance as of the end of the prior Distribution Date. 0.00 (c) The balance of the Subordination Reserve Fund on the Distribution Date set forth above after giving effect to the deposits and with- drawals made therefrom on such Distribution Date. $13,330,181.04 (d) The change in the balance of the Subordination Reserve Fund set forth in paragraph (c) above from such balance as of the end of the prior Distribution Date. $0.00 5. Payahead Account. ---------------- (a) The aggregate Payahead Balance at the end of the Distribution Date set forth above. $140,782.85 (b) The change in the Payahead Balance from the prior Distribution Date. ($114,147.44) 6. Delinquencies and Charge-Offs. ----------------------------- (a) The aggregate principal amount of all Receivables which were delinquent 30 days to 60 days as of the last day of the Collection Period set forth above $1,334,925.06 (b) The aggregate principal amount of all Receivables which were delinquent 60 days or more as of the last day of such Collection Period $676,786.90 (c) The aggregate principal amount of all Receivables which became Defaulted Receiv- ables during such Collection Period $1,001,412.67 10 (d) The number of Receivables which became Defaulted Receivables during such Collection Period 99 (e) The number of Receivables in the pool at the end of such Collection Period after giving effect to any repurchases by the Seller or purchases by the Servicer 3,553 (f) The number of Receivables in the pool at the end of such Collection Period as to which the related vehicles have been repossessed but not yet sold 20 (g) The aggregate amount of Liquidation Proceeds collected during such Collection Period $746,862.27
11 NOVUS FINANCIAL EXHIBIT 28(b) a Dean Witter, Discover Company NOVUS CREDIT SERVICES INC. Officer's Certificate - Boat Loan Trust 1992-1 Pursuant to Section 13.10 of the Pooling and Servicing Agreement dated as of April 1, 1992 (the "Pooling and Servicing Agreement") among SCFC Receivables Financing Corporation, as seller, NOVUS Credit Services Inc., as servicer (referred to herein in such capacity as the "Servicer"), and First Bank National Association, as trustee, the undersigned, hereby states that: (1) A review of the activities of the Servicer and of its performance under the Pooling and Servicing Agreement during the twelve month period terminating on the date of this Certificate, has been made under my supervision; and (2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period. NOVUS CREDIT SERVICES INC. By: /s/ J. A. Potter ------------------------------ J. A. Potter Title: Senior Vice President Dated as of December 31, 1997 By: /s/ Ronald F. Tegler ------------------------------ Ronald F. Tegler Title: Vice President, Controller Dated as of December 31, 1997 NOVUS Financial Corporation and Affiliated Companies 2500 Lake Cook Road, 3 West, Riverwoods, Illinois 60015 12 Deloitte & Touche LLP EXHIBIT 28(c) Two Prudential Plaza Telephone: (312)946-3000 180 North Stetson Avenue Facsimile: (312)946-2600 Chicago, Illinois 60601-6779 INDEPENDENT ACCOUNTANTS' REPORT Board of Directors and Stockholder NOVUS Credit Services Inc. and Subsidiaries Riverwoods, Illinois First Bank National Association Trustee Chicago, Illinois Re: Uniform Single Attestation Program for Mortgage Bankers We have examined management's assertion about the compliance of NOVUS Credit Services Inc. and subsidiaries (the "Company") with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) for the SCFC Boat Loan Trust 1992-1 as of and for the year ended December 31, 1997, included in the accompanying management assertion. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's 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 Company's 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 Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1997, is fairly stated in all material respects. /s/ Deloitte & Touche LLP - --------------------------------- Deloitte & Touche LLP January 23, 1998 Deloitte & Touche Tohmatsu International 13 NOVUS FINANCIAL a Dean Witter, Discover Company March 20, 1998 As of and for the year ended December 31, 1997, NOVUS Credit Services Inc. and subsidiaries (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") for SCFC Boat Loan Trust 1992-1, to the extent the procedures set forth in the USAP are applicable to the servicing obligations set forth in the Pooling and Servicing Agreement dated April 1, 1992. As of and for this same period, Morgan Stanley Dean Witter, Discover & Co., the Company's parent, had in effect a fidelity bond in the amount of $125 million and an errors and omissions policy in the amount of $125 million under which the Company was covered. /s/ Nancy S. Donovan - ----------------------------------- Nancy S. Donovan, President /s/ Ronald F. Tegler - ----------------------------------- Ronald F. Tegler, Vice President and Controller NOVUS Financial Corporation and Affiliated Companies 2500 Lake Cook Road, 3 West, Riverwoods, Illinois 60015 14 -----END PRIVACY-ENHANCED MESSAGE-----