-----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, B/3xBkxW8cfTnoiyZBAmLzKEm6IeaOHxvGogbB6OTRSPicpWLXXo5n6LIPZ5MX5/ /u/HHFqnbL3X3B8cKjcFaA== 0000894360-00-000007.txt : 20000331 0000894360-00-000007.hdr.sgml : 20000331 ACCESSION NUMBER: 0000894360-00-000007 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHOLESALE AUTO RECEIVABLES CORP CENTRAL INDEX KEY: 0000894360 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 383082709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-50323 FILM NUMBER: 586420 BUSINESS ADDRESS: STREET 1: CORPORATE TRUST CENTER STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3024283375 MAIL ADDRESS: STREET 1: CORPORATE TRUST CENTER STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 10-K 1 SWIFT V FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES ----- EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1999, OR TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES ----- EXCHANGE ACT OF 1934 FOR THE TRANSACTION PERIOD FROM ________ TO ________. SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V 33-50323 ----------------------------------------------- ------------ (Exact name of registrant as Commission specified in its charter) file number SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V A Delaware Business Trust 38-3082709 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Chase Manhattan Bank (Delaware) 1201 Market Street Wilmington, Delaware 19801 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code (302) 428-3375 -------------- Securities registered pursuant to Section 12 (b) of the Act: (None). Section 12 (g) of the Act: (None). Indicate by check mark whether each of the registrants (1) has filed all reports required to be filed by Section 13 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 . PART I ITEM 1. BUSINESS Superior Wholesale Inventory Financing Trust V (the "Trust" or the "Issuer") was formed pursuant to a Trust Agreement, dated as of May 18, 1999, between Wholesale Auto Receivables Corporation and Chase Manhattan Bank Delaware, as Owner Trustee. On May 18, 1999, the Trust issued Asset Backed Certificates, with an aggregate initial certificate balance of $185,800,000. On May 18, 1999, the Trust also issued Floating Rate Asset Backed Term Notes, Series 1999-A in the aggregate principal amount of $750,000,000 and a Floating Rate Asset Backed Revolving Note, Series 1999-RN1 with a specified maximum balance of $1,250,000,000. For any further information, refer to the Prospectus Supplement dated May 6, 1999. PART II ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Trust was formed pursuant to a trust agreement between Wholesale Auto Receivables Corporation (the "Seller") and Chase Manhattan Bank Delaware, as Owner Trustee for Superior Wholesale Inventory Financing Trust V. The Trust has issued the following floating rate Asset Backed Notes and Certificates, and acquired certain eligible wholesale finance receivables from the Seller in the aggregate amount as shown below in exchange for Asset Backed Notes and Asset Backed Certificates representing undivided interests in the Trust. The Trust's property includes a pool of wholesale receivables generated in a portfolio of revolving financing arrangements with dealers to finance inventories of new and used automobiles and light trucks and collections thereon and certain other property. Initial Date of Wholesale Sale and Finance Servicing Sale Asset-Backed Asset-Backed Trust Agreement Amount Notes Certificates - -------- ---------- ---------- ------------ ------------ (millions) (millions) (millions) Superior May 18, 1999 $2,185.8 Term Notes $ 750.0 $185.8 Wholesale Inventory Revolving $1,250.0 Financing Note Trust V General Motors Acceptance Corporation ("GMAC"), the originator of the wholesale receivables, continues to service the receivables for the Trust and receives compensation and fees for such services. Investors receive monthly payments of interest for each type of note and certificate at a floating monthly interest rate. II-1 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. CROSS REFERENCE SHEET Exhibit No. Caption Page - ----------- ------------------------------------------------- ------ -- Superior Wholesale Inventory Financing Trust V, Independent Auditors' Report, Financial Statements II-3 and Selected Quarterly Data for the period October 1, 1999 through December 31, 1999. 27.1 Financial Data Schedule for Superior Wholesale Inventory Financing Trust V (for SEC electronic -- filing purposes only). II-2 INDEPENDENT AUDITORS' REPORT The Superior Wholesale Inventory Financing Trust V, its Certificateholders, Wholesale Auto Receivables Corporation, and Chase Manhattan Bank (Delaware), Owner Trustee: We have audited the accompanying Statement of Assets, Liabilities and Equity of the Superior Wholesale Inventory Financing Trust V as of December 31, 1999, and the related Statement of Distributable Income for the period May 18, 1999 (date of inception) to December 31, 1999. These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 1 to the financial statements, these financial statements were prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles. In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of the Superior Wholesale Inventory Financing Trust V at December 31, 1999, and its distributable income and distributions for the period May 18, 1999 (date of inception) to December 31, 1999, on the basis of accounting described in Note 1. s\ DELOITTE & TOUCHE LLP - ------------------------ DELOITTE & TOUCHE LLP 600 Renaissance Center Detroit, Michigan March 10, 2000 II-3 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V STATEMENT OF ASSETS, LIABILITIES AND EQUITY December 31, 1999 ------------------- (in millions of dollars) ASSETS Receivables (Note 2) ................ $2,185.8 -------- TOTAL ASSETS ........................ $2,185.8 -------- LIABILITIES (NOTES 2 and 3) Asset-Backed Term Notes ............. $ 750.0 Asset-Backed Revolving Notes ........ 1,250.0 -------- TOTAL LIABILITIES ................... 2,000.0 -------- EQUITY Asset-Backed Certificates (NOTES 2 and 3) 185.8 -------- TOTAL LIABILITIES AND EQUITY ........ $2,185.8 ======== Reference should be made to the Notes to Financial Statements. II-4 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V STATEMENT OF DISTRIBUTABLE INCOME Year Ended December 31, 1999* ------------------- (in millions of dollars) Distributable Income Allocable to Interest . . . . . . . . . . $ 68.6 ------- Distributable Income . . . . . . . . . . . $ 68.6 ======= Income Distributed . . . . . . . . . . . . $ 68.6 ======= * Represents the period May 18, 1999(inception) through December 31, 1999. Reference should be made to the Notes to Financial Statements. II-5 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V NOTES TO FINANCIAL STATEMENTS NOTE 1. BASIS OF ACCOUNTING The financial statements of Superior Wholesale Inventory Financing Trust V (the "Trust") are prepared on the basis of cash receipts and cash disbursements. Such financial statements differ from financial statements prepared in accordance with generally accepted accounting principles in that interest income and the related assets are recognized when received rather than when earned and distributions to Noteholders and Certificateholders are recognized when paid rather than when the respective obligation is incurred. Certain expenses of the Trust are paid by Wholesale Auto Receivables Corporation (the "Seller"). NOTE 2. SALE OF NOTES AND CERTIFICATES On May 18, 1999, the Trust acquired the Seller's right, title and interest in wholesale finance receivables totaling $2,185.8 million in exchange for two types of Asset Backed Notes representing indebtedness of the Trust and Asset Backed Certificates representing equity interests in the Trust. The Asset Backed Notes include $750.0 million Floating Rate Asset Backed Term Notes, Series 1999-A and $1,250.0 million Floating Rate Asset Backed Revolving Note, Series 1999-RN1. The Asset Backed Certificates totaled $185.8 million. The Trust property includes certain eligible receivables in accounts included in a pool of accounts, certain receivables generated under each such accounts from time to time secured by new and used automobiles and light trucks, certain monies due or received thereunder, basis swaps and certain other property. NOTE 3. PRINCIPAL AND INTEREST PAYMENTS In the ordinary course of business, no principal payments will be made on the Floating Rate Asset Backed Term Notes, Series 1999-A until the commencement of the Wind Down Period. During the Revolving Period, the Trust will make payments of principal on, or additional borrowings (up to the Maximum Revolver Balance) under, the Revolving Note on a daily basis. The then-unpaid principal balance of the Floating Rate Asset Backed Term Notes, Series 1999-A will be payable on May 15, 2006 and the then unpaid principal balance of the Floating Rate Asset Backed Revolving Note and Asset Backed Certificates will be payable on March 15, 2007. II-6 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V NOTES TO FINANCIAL STATEMENTS NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded) Payments of interest on the Floating Rate Asset Backed Term Notes, Series 1999-A, Floating Rate Asset Backed Revolving Note, Series 1999-RN1 and Asset Backed Certificates are made on the fifteenth day of each month or, if any such day is not a Business Day, on the next succeeding Business Day, (each, a "Distribution Date"), commencing June 15, 1999 (the "Initial Distribution Date"). The Floating Rate Asset Backed Term Notes, Series 1999-A interest rate equals London Interbank Offering Rate (LIBOR) plus 12.5 basis points per annum for each Distribution Date. Interest on the Term Notes will accrue from, and including, the most recent Distribution Date to, but excluding, the current Distribution Date. The Term Noteholders received interest at a weighted average rate of 5.350% per annum from May 18, 1999 through December 14, 1999. The Floating Rate Asset Backed Revolving Note, Series 1999-RN1 interest rate equals LIBOR plus 30 basis points per annum for each Distribution Date. Interest on the Revolving Note accrues for the Collection Period (calendar month) immediately preceding each Distribution Date. The Revolving Noteholders received interest at a weighted average rate of 5.526% per annum from May 18, 1999 through November 30, 1999. The Asset Backed Certificates interest rate equals LIBOR plus 225 basis points per annum for each Distribution Date. Interest on the Certificates accrues from, and including, the most recent Distribution Date to, but excluding, the current Distribution Date. The Certificateholders received interest at a weighted average rate of 7.475% per annum from May 18, 1999 through December 14, 1999. II-7 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V NOTES TO FINANCIAL STATEMENTS NOTE 4. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Trust is a party to interest rate basis swap contracts. The interest rate basis swaps, which relate to the Floating Rate Asset Backed Term Notes, Series 1999-A; Asset Backed Certificates; and Floating Rate Asset Backed Revolving Note, Series 1999-RN1, are contractual agreements between the Trust and GMAC to exchange floating interest rate payments (i.e. the Trust pays Prime and receives LIBOR plus 268 basis points, 267 basis points, and 267 basis points, respectively). In addition, the interest rate basis swaps will terminate at the time the respective outstanding principal balance of the Floating Rate Asset Backed Term Notes, the Floating Asset Backed Revolving Note or the Asset Backed Certificates has been paid in full. In the event that GMAC gives notice that it has elected not to extend the revolving period of the sale transaction, the notional amount of the interest rate basis swaps would amortize at the same rate as the outstanding balance of the related debt and equity obligations. Market risk is mitigated because the derivatives are used to hedge a portfolio of underlying debt and equity obligations. Credit risk of the instruments is limited to payments due from GMAC. The interest rate basis swaps had a positive fair value of $1.9 million at December 31, 1999. The notional amount of the interest rate basis swaps approximates the outstanding balance in the Floating Rate Asset Backed Notes and Asset Backed Certificates. II-8 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V NOTES TO FINANCIAL STATEMENTS NOTE 5. FEDERAL INCOME TAX The Trust is classified as a division of the Seller, and therefore is not taxable as a corporation for federal income tax purposes. Each Noteholder, by acceptance of a Note agrees to treat the Note as indebtedness in the Trust for federal, state and local income and franchise tax purposes. The Seller as owner of the Certificates is the tax owner of the assets in the Trust for federal, state and local income and franchise tax purposes. II-9 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V SUPPLEMENTARY FINANCIAL DATA (unaudited) SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME 1999 Quarters* Interest - ------------------------------------ --------- (in millions of dollars) Second quarter...................... $ 6.5 Third quarter...................... 30.4 Fourth quarter...................... 31.7 -------- Total ......................... $ 68.6 ========= * Represents the period May 18, 1999 (inception) through December 31, 1999. II-10 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) (1) FINANCIAL STATEMENTS. Included in Part II, Item 8, of Form 10-K. (a) (2) FINANCIAL STATEMENT SCHEDULES. All schedules have been omitted because they are not applicable or because the information called for is shown in the financial statements or notes thereto. (a) (3) EXHIBITS (Included in Part II of this report). -- Superior Wholesale Inventory Financing Trust V Financial Statements for the period May 18, 1999 (inception) through December 31, 1999. 27.1 Financial Data Schedule for Superior Wholesale Inventory Financing Trust V (for SEC electronic filing purposes only). (b) REPORTS ON FORM 8-K. Current Reports on Form 8-K dated May 6, 1999 and June 9, 1999, reporting matters under Items 5 and 7 respectively, were filed during the second quarter ended June 30, 1999. ITEMS 2, 3, 4, 6, 9, 10, 11, 12 and 13 are not applicable and have been omitted. IV-1 SIGNATURE Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Owner Trustee has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V By: Chase Manhattan Bank (Delaware) --------------------------------------- (Owner Trustee, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer.) s\DENIS KELLY --------------------------------------- Denis Kelly Assistant Vice President Date: March 29, 2000 ----------------- IV-2 EX-27 2 FDS SWIFT V FOR FORM 10-K
9 This Financial Data Schedule contains summary information from the Wholesale Auto Receivables Corporation Superior Wholesale Inventory Financing Trust (SWIFT V) Form 10-K for ther period ended December 31, 1999 and is qualified in its entirety by reference to such financial statements. 0000894360 SWIFT V 1,000,000 YEAR DEC-31-1999 DEC-31-1999 0 0 0 0 0 0 0 2186 0 2186 0 0 0 0 0 0 0 0 2186 69 0 0 69 0 0 69 0 0 0 69 0 0 0 69 0 0 0 0 0 0 0 0 0 0 0 0 0 0
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