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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
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EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1999,
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
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EXCHANGE ACT OF 1934 FOR THE TRANSACTION PERIOD FROM
________ TO ________.
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V 33-50323
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(Exact name of registrant as Commission
specified in its charter) file number
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
A Delaware Business Trust 38-3082709
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(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
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number,
including area code (302) 428-3375
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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
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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)
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(Owner Trustee, not in its individual
capacity but solely as Owner Trustee on
behalf of the Issuer.)
s\DENIS KELLY
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Denis Kelly
Assistant Vice President
Date: March 29, 2000
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IV-2