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UNITED STATES 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
For the fiscal year ended October 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to__________
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Commission File Number 33-50291
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NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION on behalf of
NAVISTAR FINANCIAL 1993-A OWNER TRUST, NAVISTAR FINANCIAL
1994-A OWNER TRUST, NAVISTAR FINANCIAL 1994-B OWNER TRUST,
NAVISTAR FINANCIAL 1994-C OWNER TRUST AND
NAVISTAR FINANCIAL 1995-A OWNER TRUST
(Exact name of Registrant as specified in its charter)
Delaware 51-0337491
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2850 West Golf Road
Rolling Meadows, Illinois 60008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 847-734-4275
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
PART I
Item 1. Business
The Navistar Financial 1993-A Owner Trust, Navistar Financial 1994-A Owner
Trust, Navistar Financial 1994-B Owner Trust, Navistar Financial 1994-C Owner
Trust and Navistar Financial 1995-A Owner Trust (the "Trusts") were formed
pursuant to five separate Trust Agreements dated as of November 10, 1993, May
3, 1994, August 3, 1994, December 15, 1994 and May 25, 1995, respectively,
among Navistar Financial Retail Receivables Corporation, as seller (the
"Seller") and Chemical Bank Delaware, as owner trustee (the "Trustee").
Retail notes (the "Retail Notes") and security interests in the vehicles
financed thereby were transferred to the Trusts in exchange for fixed rate
notes (the "Notes") and fixed rate pass-through certificates (the
"Certificates") which were registered on Registration Statement Nos. 33-50291
and 33-55865 and sold to the public in reliance on Rule 415 under the
Securities Act of 1933. The Seller retained ownership of approximately 1% of
the initial Certificate balance with the formation of each Trust.
Pursuant to a Pooling and Servicing Agreement (the "Agreement") for each
Trust, Navistar Financial Corporation acts as servicer (the "Servicer") and,
in that capacity, manages, services, administers and makes collections on the
Retail Notes. Navistar Financial Retail Receivables Corporation is a wholly-
owned subsidiary of Navistar Financial Corporation. Each Agreement provides
that collections shall be distributed to noteholders and certificateholders
and otherwise used in accordance with the priorities set forth therein.
Pursuant to each Agreement, the Seller established a reserve account as credit
enhancement for each Trust. Amounts on deposit in each reserve account after
payments to security holders and the Servicer are paid to the Seller to the
extent that such amounts exceed a specified reserve account target balance.
The specified reserve account target balance cannot, however, be less than a
specified minimum of the initial aggregate receivables balance for each Trust.
There is no cross collateralization between the Trusts.
Item 2. Properties
Not applicable.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings involving
either the Retail Notes or the Trustee, or the Seller or Servicer in respect
of the Trusts.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the period of this report to a vote of
holders of the Certificates.
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters
Not applicable.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
As of October 31, 1995, the principal balances of the Navistar Financial
1993-A Owner Trust, Navistar Financial 1994-A Owner Trust, Navistar Financial
1994-B Owner Trust, Navistar Financial 1994-C Owner Trust and Navistar
Financial 1995-A Owner Trust are $72.0 million, $127.3 million, $126.3
million, $219.3 million and $356.6 million, respectively. Reference is made
to Exhibit 13, Annual Summary, for additional information regarding principal
and interest payments in respect of the Notes and Certificates and information
regarding servicing compensation and other fees paid by the Trusts during the
fiscal year.
As of October 31, 1995, the balances of the reserve account of the
Navistar Financial 1993-A Owner Trust, Navistar Financial 1994-A Owner Trust,
Navistar Financial 1994-B Owner Trust, Navistar Financial 1994-C Owner Trust
and Navistar Financial 1995-A Owner Trust are $6.7 million, $8.7 million, $8.2
million, $13.2 million and $21.4 million, respectively.
At October 31, 1995, the remaining shelf registration available to
Navistar Financial Retail Receivables Corporation ("NFRRC") for issuance of
asset-backed securities was $1,430.0 million. On November 14, 1995, NFRRC
filed an additional registration with the Securities and Exchange Commission
providing for the issuance from time to time of an additional $2,000.0 million
of asset-backed securities. Additionally, in November 1995, Navistar
Financial Corporation sold $525.0 million of retail notes, net of unearned
finance income, through NFRRC to a 1995-B Owner Trust which, in turn, sold
$506.6 million of notes and $18.4 million of certificates to investors. A
reserve account of $25.0 million was established with the 1995-B Owner Trust
as credit enhancement.
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
Not applicable.
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
3 Articles of Incorporation and By-Laws
10 Material Contracts
An Annual Summary for each of the Owner Trusts listed below is an
annualized version of the monthly Servicer Certificates prepared
by the Servicer.
13(a) - Navistar Financial 1993-A Owner Trust
13(b) - Navistar Financial 1994-A Owner Trust
13(c) - Navistar Financial 1994-B Owner Trust
13(d) - Navistar Financial 1994-C Owner Trust
13(e) - Navistar Financial 1995-A Owner Trust
13(f) - Report of Independent Certified Public Accountants
27 - Financial Data Schedule
(b) Reports on Form 8-K:
The Registrant filed the following reports on Form 8-K during the three
months ended October 31, 1995:
(i) Form 8-K dated August 15, 1995
(ii) Form 8-K dated September 15, 1995
(iii) Form 8-K dated October 16, 1995
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION
on behalf of NAVISTAR FINANCIAL 1993-A OWNER TRUST,
NAVISTAR FINANCIAL 1994-A OWNER TRUST, NAVISTAR
FINANCIAL 1994-B OWNER TRUST, NAVISTAR FINANCIAL 1994-C
OWNER TRUST AND NAVISTAR FINANCIAL 1995-A OWNER TRUST
(Exact name of Registrant as specified in its charter)
By: /s/PHYLLIS E. COCHRAN January 29, 1996
Phyllis E. Cochran
Vice President and Controller
EXHIBIT INDEX
Sequential
Exhibit No. Exhibit Page No.
3 Articles of Incorporation and By-Laws 6
10 Material Contracts 7
13(a) Annual Summary
- Navistar Financial 1993-A Owner Trust 10
13(b) Annual Summary
- Navistar Financial 1994-A Owner Trust 13
13(c) Annual Summary
- Navistar Financial 1994-B Owner Trust 16
13(d) Annual Summary
- Navistar Financial 1994-C Owner Trust 19
13(e) Annual Summary
- Navistar Financial 1995-A Owner Trust 22
13(f) Report of Independent Certified Public
Accountants 25
27 Financial Data Schedule
Exhibit 3
NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION
ARTICLES OF INCORPORATION AND BY-LAWS
The following documents of Navistar Financial Retail Receivables
Corporation are incorporated herein by reference:
3.1 Restated Certificate of Incorporation of Navistar Financial Retail
Receivables Corporation (as amended and in effect on June 5, 1995).
Filed on Registration No. 33-50291.
3.2 The By-Laws of Navistar Financial Retail Receivables Corporation.
Filed on Registration No. 33-50291.
Exhibit 10
NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION
MATERIAL CONTRACTS
The following material contracts of Navistar Financial Retail Receivables
Corporation are incorporated herein by reference:
10.1 Purchase Agreement dated as of November 10, 1993 between Navistar
Financial Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar Financial 1993-
A Owner Trust. Filed on Registration No. 33-50291.
10.2 Pooling and Servicing Agreement dated as of November 10, 1993 among
Navistar Financial Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar Financial
1993-A Owner Trust, as Issuer. Filed on Registration No. 33-50291.
10.3 Trust Agreement dated as of November 10, 1993 between Navistar
Financial Retail Receivables Corporation, as Seller, and Chemical
Bank Delaware, as Owner Trustee, with respect to Navistar Financial
1993-A Owner Trust. Filed on Registration No. 33-50291.
10.4 Indenture dated as of November 10, 1993 between Navistar Financial
1993-A Owner Trust and The Bank of New York, as Indenture Trustee,
with respect to Navistar Financial 1993-A Owner Trust. Filed on
Registration No. 33-50291.
10.5 Purchase Agreement dated as of May 3, 1994 between Navistar Financial
Corporation and Navistar Financial Retail Receivables Corporation, as
Purchaser, with respect to Navistar Financial 1994-A Owner Trust.
Filed on Registration No. 33-50291.
10.6 Pooling and Servicing Agreement dated as of May 3, 1994 among
Navistar Financial Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar Financial
1994-A Owner Trust, as Issuer. Filed on Registration No. 33-50291.
10.7 Trust Agreement dated as of May 3, 1994 between Navistar Financial
Retail Receivables Corporation, as Seller, and Chemical Bank
Delaware, as Owner Trustee, with respect to Navistar Financial 1994-A
Owner Trust. Filed on Registration No. 33-50291.
10.8 Indenture dated as of May 3, 1994 between Navistar Financial 1994-A
Owner Trust and The Bank of New York, as Indenture Trustee, with
respect to Navistar Financial 1994-A Owner Trust. Filed on
Registration No. 33-50291.
10.9 Purchase Agreement dated as of August 3, 1994 between Navistar
Financial Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar Financial 1994-
B Owner Trust. Filed on Registration No. 33-50291.
10.10 Pooling and Servicing Agreement dated as of August 3, 1994 among
Navistar Financial Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar Financial
1994-B Owner Trust, as Issuer. Filed on Registration No. 33-50291.
Exhibit 10 (continued)
NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION
MATERIAL CONTRACTS
10.11 Trust Agreement dated as of August 3, 1994 between Navistar Financial
Retail Receivables Corporation, as Seller, and Chemical Bank
Delaware, as Owner Trustee, with respect to Navistar Financial 1994-B
Owner Trust. Filed on Registration No. 33-50291.
10.12 Indenture dated as of August 3, 1994 between Navistar Financial
1994-B Owner Trust and The Bank of New York, as Indenture Trustee,
with respect to Navistar Financial 1994-B Owner Trust. Filed on
Registration No. 33-50291.
10.13 Purchase Agreement dated as of December 15, 1994 between Navistar
Financial Corporation and Navistar Financial Retail Receivables
Corporation, as Purchaser, with respect to Navistar Financial 1994-
C Owner Trust. Filed on Registration No. 33-55865.
10.14 Pooling and Servicing Agreement dated as of December 15, 1994 among
Navistar Financial Corporation, as Servicer, and Navistar Financial
Retail Receivables Corporation, as Seller, and Navistar Financial
1994-C Owner Trust, as Issuer. Filed on Registration No. 33-55865.
10.15 Trust Agreement dated as of December 15, 1994 between Navistar
Financial Retail Receivables Corporation, as Seller, and Chemical
Bank Delaware, as Owner Trustee, with respect to Navistar Financial
1994-C Owner Trust. Filed on Registration No. 33-55865.
10.16 Indenture dated as of December 15, 1994 between Navistar Financial
1994-C Owner Trust and The Bank of New York, as Indenture Trustee,
with respect to Navistar Financial 1994-C Owner Trust. Filed on
Registration No. 33-55865.
10.17 Purchase Agreement dated as of May 25, 1995, between the Corporation
and Navistar Financial Retail Receivables Corporation, as Purchaser,
with respect to Navistar Financial 1995-A Owner Trust. Filed on
Registration No. 33-55865.
10.18 Pooling and Servicing Agreement dated as of May 25, 1995, among the
Corporation, as Servicer, and Navistar Financial Retail Receivables
Corporation, as Seller, and Navistar Financial 1995-A Owner Trust,
as Issuer. Filed on Registration No. 33-55865.
10.19 Trust Agreement dated as of May 25, 1995, between Navistar Financial
Retail Receivables Corporation, as Seller, and Chemical Bank
Delaware, as Owner Trustee, with respect to Navistar Financial 1995-A
Owner Trust. Filed on Registration No. 33-55865.
10.20 Indenture dated as of May 25, 1995, between Navistar Financial 1995-A
Owner Trust and The Bank of New York, as Indenture Trustee, with
respect to Navistar Financial 1995-A Owner Trust. Filed on
Registration No. 33-55865.
10.21 Purchase Agreement dated as of November 1, 1995, between the
Corporation and Navistar Financial Retail Receivables Corporation,
as Purchaser, with respect to Navistar Financial 1995-B Owner Trust.
Filed on Registration No. 33-55865.
Exhibit 10 (continued)
NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION
MATERIAL CONTRACTS
10.22 Pooling and Servicing Agreement dated as of November 1, 1995, among
the Corporation, as Servicer, and Navistar Financial Retail
Receivables Corporation, as Seller, and Navistar Financial 1995-B
Owner Trust, as Issuer. Filed on Registration No. 33-55865.
10.23 Trust Agreement dated as of November 1, 1995, between Navistar
Financial Retail Receivables Corporation, as Seller, and Chemical
Bank Delaware, as Owner Trustee, with respect to Navistar Financial
1995-B Owner Trust. Filed on Registration No. 33-55865.
10.24 Indenture dated as of November 1, 1995, between Navistar Financial
1995-B Owner Trust and The Bank of New York, as Indenture Trustee,
with respect to Navistar Financial 1995-B Owner Trust. Filed on
Registration No. 33-55865.