NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION - 10-K Annual Report

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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, 1997

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 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,
NAVISTAR FINANCIAL 1995-A OWNER TRUST,
NAVISTAR FINANCIAL 1995-B OWNER TRUST,
NAVISTAR FINANCIAL 1996-A OWNER TRUST,
NAVISTAR FINANCIAL 1996-B OWNER TRUST, AND
NAVISTAR FINANCIAL 1997-A OWNER TRUST
(Exact name of Registrant as specified in its charter)

Delaware 51-0337491
- -------------------------------------- ----------------------------------
(State or other jurisdiction of (IRS 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) 734-4000

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, Navistar Financial 1995-A Owner Trust, Navistar Financial 1995-B Owner
Trust, Navistar Financial 1996-A Owner Trust, Navistar Financial 1996-B Owner
Trust and Navistar Financial 1997-A Owner Trust (the "Trusts") were formed
pursuant to nine separate Trust Agreements dated as of November 10, 1993; May 3,
1994; August 3, 1994; December 15, 1994; May 25, 1995; November 1, 1995; May 30,
1996; November 6, 1996 and May 7, 1997, respectively, among Navistar Financial
Retail Receivables Corporation, as seller (the "Seller") and Chase Manhattan
Bank Delaware (formerly known as 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,
33-55865 and 33-64249 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.

PART I

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of holders of the Certificates during the
period of this report.

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, 1997, balances in the Trusts were as follows:

Reserve
Principal Account
Dollar amounts in millions
--------------------------------------- ------------- ------------

Navistar Financial 1993-A Owner Trust $0.0 $0.0
Navistar Financial 1994-A Owner Trust $0.0 $0.0
Navistar Financial 1994-B Owner Trust $27.1 $4.3
Navistar Financial 1994-C Owner Trust $56.2 $6.6
Navistar Financial 1995-A Owner Trust $110.7 $8.9
Navistar Financial 1995-B Owner Trust $197.8 $11.0
Navistar Financial 1996-A Owner Trust $255.0 $12.7
Navistar Financial 1996-B Owner Trust $317.6 $9.7
Navistar Financial 1997-A Owner Trust $403.0 $21.2

Note: Balances include the effect of the November 1997 distribution in
accordance with the Owner Trust Agreements.

PART II

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations (cont'd.)

At October 31, 1997, the remaining shelf registration available to
Navistar Financial Retail Receivables Corporation ("NFRRC") for issuance of
asset-backed securities was $1,473.2 million. Additionally, in November 1997,
Navistar Financial Corporation sold $500.0 million of retail notes, net of
unearned finance income, through NFRRC to a 1997-B Owner Trust which in turn
sold notes to investors. A reserve account of $26.2 million was established with
the 1997-B Owner Trust as credit enhancement.

During 1997, Navistar Financial 1993-A Owner Trust and Navistar Financial
1994-A Owner Trust were repurchased in February and November, respectively.

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) - Navistar Financial 1995-B Owner Trust

13(g) - Navistar Financial 1996-A Owner Trust

13(h) - Navistar Financial 1996-B Owner Trust

13(i) - Navistar Financial 1997-A Owner Trust

13(j) - Report of Independent Certified Public Accountants

(b) Reports on Form 8-K:

The Registrant filed the following reports on Form 8-K during the three
months ended October 31, 1997:

(i) Form 8-K dated August 15, 1997

(ii) Form 8-K dated September 17, 1997

(iii) Form 8-K dated October 15, 1997

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,
NAVISTAR FINANCIAL 1995-A OWNER TRUST,
NAVISTAR FINANCIAL 1995-B OWNER TRUST,
NAVISTAR FINANCIAL 1996-A OWNER TRUST,
NAVISTAR FINANCIAL 1996-B OWNER TRUST AND
AND NAVISTAR FINANCIAL 1997-A OWNER TRUST
(Exact name of Registrant as specified in its charter)

By: /s/ PHYLLIS E. COCHRAN January 29, 1998
Phyllis E. Cochran
Vice President and Controller
(Principal Accounting Officer)

EXHIBIT INDEX

Sequential
Exhibit No. Exhibit Page No.

3 Articles of Incorporation and By-Laws 7

10 Material Contracts 8

13(a) Annual Summary
- Navistar Financial 1993-A Owner Trust 12

13(b) Annual Summary
- Navistar Financial 1994-A Owner Trust 15

13(c) Annual Summary
- Navistar Financial 1994-B Owner Trust 18

13(d) Annual Summary
- Navistar Financial 1994-C Owner Trust 21

13(e) Annual Summary
- Navistar Financial 1995-A Owner Trust 24

13(f) Annual Summary
- Navistar Financial 1995-B Owner Trust 27

13(g) Annual Summary
- Navistar Financial 1996-A Owner Trust 30

13(h) Annual Summary
- Navistar Financial 1996-B Owner Trust 34

13(i) Annual Summary
- Navistar Financial 1997-A Owner Trust 38

13(j) Report of Independent Certified Public Accountants 41