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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, 1998
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 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,
NAVISTAR FINANCIAL 1997-A OWNER TRUST,
NAVISTAR FINANCIAL 1997-B OWNER TRUST AND
NAVISTAR FINANCIAL 1998-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
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(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 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, Navistar Financial 1997-A Owner Trust, Navistar Financial 1997-B Owner
Trust and Navistar Financial 1998-A Owner Trust (the "Trusts") were formed
pursuant to nine separate Trust Agreements dated as of August 3, 1994; December
15, 1994; May 25, 1995; November 1, 1995; May 30, 1996; November 6, 1996; May 7,
1997; November 5, 1997 and June 4, 1998, respectively, among Navistar Financial
Retail Receivables Corporation, ("NFRRC"), 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.
NFRRC is a wholly-owned subsidiary of Navistar Financial Corporation.
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. 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, 1998, balances in the Trusts were as follows:
Reserve
Principal Account
Dollar amounts in millions
- ---------------------------------------- ------------- ------------
Navistar Financial 1994-B Owner Trust $0.0 $0.0
Navistar Financial 1994-C Owner Trust $0.0 $0.0
Navistar Financial 1995-A Owner Trust $39.7 $8.9
Navistar Financial 1995-B Owner Trust $91.1 $11.0
Navistar Financial 1996-A Owner Trust $138.9 $9.7
Navistar Financial 1996-B Owner Trust $170.8 $9.7
Navistar Financial 1997-A Owner Trust $240.9 $12.6
Navistar Financial 1997-B Owner Trust $320.3 $16.8
Navistar Financial 1998-A Owner Trust $416.4 $21.9
Note: Balances include the effect of the November 1998 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.)
On August 28, 1998, NFRRC filed a shelf registration with the Securities
and Exchange Commission which provides for the issuance of an additional $2,500
million of asset-backed securities. The aggregate shelf registration available
to NFRRC for issuance of asset-backed securities is $2,972 million.
During 1998, Navistar Financial 1994-B Owner Trust and Navistar Financial
1994-C Owner Trust were repurchased in March and June, 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 1994-B Owner Trust
13(b) - Navistar Financial 1994-C Owner Trust
13(c) - Navistar Financial 1995-A Owner Trust
13(d) - Navistar Financial 1995-B Owner Trust
13(e) - Navistar Financial 1996-A Owner Trust
13(f) - Navistar Financial 1996-B Owner Trust
13(g) - Navistar Financial 1997-A Owner Trust
13(h) - Navistar Financial 1997-B Owner Trust
13(i) - Navistar Financial 1998-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, 1998:
(i) Form 8-K dated August 17, 1998
(ii) Form 8-K dated September 15, 1998
(iii) Form 8-K dated October 15, 1998
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 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,
NAVISTAR FINANCIAL 1997-A OWNER TRUST,
NAVISTAR FINANCIAL 1997-B OWNER TRUST AND
NAVISTAR FINANCIAL 1998-A OWNER TRUST
(Exact name of Registrant as specified in its charter)
By: /s/ PHYLLIS E. COCHRAN January 28, 1999
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 1994-B Owner Trust 12
13(b) Annual Summary
- Navistar Financial 1994-C Owner Trust 15
13(c) Annual Summary
- Navistar Financial 1995-A Owner Trust 18
13(d) Annual Summary
- Navistar Financial 1995-B Owner Trust 21
13(e) Annual Summary
- Navistar Financial 1996-A Owner Trust 24
13(f) Annual Summary
- Navistar Financial 1996-B Owner Trust 28
13(g) Annual Summary
- Navistar Financial 1997-A Owner Trust 32
13(h) Annual Summary
- Navistar Financial 1997-B Owner Trust 35
13(i) Annual Summary
- Navistar Financial 1998-A Owner Trust 38
13(j) Report of Independent Certified Public Accountants 41