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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 EXCHANGE
--- ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2000, 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 VI 333-10524
----------------------------------------------- ------------
(Exact name of registrant as Commission
specified in its charter) file number
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
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 VI (the "Trust" or the "Issuer")
was formed pursuant to a Trust Agreement, dated as of June 29, 2000, between
Wholesale Auto Receivables Corporation and Chase Manhattan Bank USA, National
Association, as Owner Trustee. On June 29, 2000, the Trust issued Asset Backed
Certificates, with an aggregate initial certificate balance of $125,000,000. On
June 29, 2000, the Trust also issued Floating Rate Asset Backed Term Notes,
Series 2000-A in the aggregate principal amount of $1,250,000,000. On August 30,
2000, the Trust issued Floating Rate Asset Backed Revolving Note, Series
2000-RN1 with a specified maximum balance of $900,000,000 and Floating Rate
Asset Backed Revolving Note, Series 2000-RN2 with a specified maximum balance of
$350,000,000. On December 19, 2000, the Trust issued Floating Rate Asset Backed
Revolving Note, Series 2000-RN3 with a specified maximum balance of
$750,000,000. For further information, refer to the Prospectus Supplement dated
June 16, 2000.
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 USA, National
Association, as Owner Trustee for Superior Wholesale Inventory Financing Trust
VI. 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 June 29, 2000 $1,375.0 Term Notes $1,250.0 $125.0
Wholesale
Inventory August 30, 2000 $1,250.0 Revolving $ 900.0
Financing Note 1
Trust VI
Revolving $ 350.0
Note 2
December 19, 2000 $750.0 Revolving $ 750.0
Note 3
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. The Term Notes, Revolving Note Series 2000-RN2 and Certificates are paid
interest quarterly, while the Revolving Note Series 2000-RN1 and Revolving Note
Series 2000-RN3 are paid interest monthly.
II-1
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CROSS REFERENCE SHEET
Exhibit No. Caption Page
- ----------- --------------------------------------------------- ------
-- Superior Wholesale Inventory Financing Trust VI,
Independent Auditors' Report, Financial Statements II-3
and Selected Quarterly Data for the period
June 29, 2000 (inception) through December 31, 2000.
27.1 Financial Data Schedule for Superior Wholesale
Inventory Financing Trust VI(for SEC electronic --
filing purposes only).
II-2
INDEPENDENT AUDITORS' REPORT
The Superior Wholesale Inventory Financing Trust VI, its Certificateholders,
Wholesale Auto Receivables Corporation, and Chase Manhattan Bank USA, National
Association, Owner Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of
the Superior Wholesale Inventory Financing Trust VI as of December 31, 2000, and
the related Statement of Distributable Income for the period June 29, 2000 (date
of inception) to December 31, 2000. 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 auditing standards generally accepted
in the United States of America. 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 accounting principles generally
accepted in the United States of America.
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 VI at December 31, 2000, and
its distributable income and distributions for the period June 29, 2000 (date of
inception) to December 31, 2000, on the basis of accounting described in Note 1.
s\ DELOITTE & TOUCHE LLP
- ------------------------
DELOITTE & TOUCHE LLP
600 Renaissance Center
Detroit, Michigan
Date: March 9, 2001
II-3
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31, 2000
-------------------
(in millions of dollars)
ASSETS
Receivables (Note 2) ................ $3,375.0
--------
TOTAL ASSETS ........................ $3,375.0
========
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes ............. $1,250.0
Asset-Backed Revolving Notes ........ 2,000.0
--------
TOTAL LIABILITIES ................... 3,250.0
--------
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) 125.0
--------
TOTAL LIABILITIES AND EQUITY ........ $3,375.0
========
Reference should be made to the Notes to Financial Statements.
II-4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended
December 31, 2000*
------------------------
(in millions of dollars)
Distributable Income
Allocable to Interest . . . . . . . . . . $ 47.1
-------
Distributable Income . . . . . . . . . . . $ 47.1
=======
Income Distributed . . . . . . . . . . . . $ 47.1
=======
* Represents the period June 29, 2000(inception) through December 31, 2000.
Reference should be made to the Notes to Financial Statements.
II-5
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Superior Wholesale Inventory Financing Trust VI (the
"Trust") are prepared on the basis of cash receipts and cash disbursements. Such
financial statements differ from financial statements prepared in accordance
with accounting principles generally accepted in the United States of America 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").
The Trust uses basis swaps to alter its interest rate exposure. The swaps are
executed as an integral element of a specific investment transaction. As the
Trust's financial statements are prepared on the basis of cash receipts and cash
disbursements, the impact of the basis swaps are reflected in the cash flows
shown in the Statement of Distributable Income.
NOTE 2. SALE OF NOTES AND CERTIFICATES
On June 29, 2000, the Trust acquired the Seller's right, title and interest in
wholesale finance receivables totaling $1,375.0 million in exchange for
Asset-Backed Notes representing indebtedness of the Trust and Asset Backed
Certificates representing equity interests in the Trust. The Asset Backed Notes
include $1,250.0 million Floating Rate Asset Backed Term Notes, Series 2000-A.
The Asset Backed Certificates include $125.0 million Floating Rate Asset Backed
Certificates, Class 2000-A. On August 30, 2000, the Trust acquired the Seller's
right, title and interest in additional wholesale finance receivables totaling
$1,250.0 million in exchange for two Asset Backed Notes representing
indebtedness of the trust. The Asset Backed Notes include a $900.0 million
Floating Rate Asset Backed Revolving Note, Series 2000-RN1 and a $350 million
Floating Rate Asset Backed Revolving Note, Series 2000-RN2. On December 19,
2000, the Trust acquired the Seller's right, title and interest in additional
wholesale finance receivables totaling $750.0 million in exchange for Asset
Backed Notes representing indebtedness of the trust. The Asset Backed Notes
include a $750.0 million Floating Rate Asset Backed Revolving Note, Series
2000-RN3. 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 2000-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 Notes on a daily basis.
II-6
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (continued)
The then-unpaid principal balance of the Floating Rate Asset Backed Term Notes,
Series 2000-A will be payable on April 16, 2007 and the then unpaid principal
balance of the Floating Rate Asset Backed Revolving Notes and Asset Backed
Certificates will be payable on April 16, 2007.
Payments of interest on the Floating Rate Asset Backed Term Notes, Series
2000-A, Floating Rate Asset Backed Revolving Note, Series 2000-RN2 and the
Floating Rate Asset Backed Certificates, Class 2000-A are made on the fifteenth
day of each January, April, July, and October or, if any such day is not a
Business Day, on the next succeeding Business Day, (each, a " Quarterly
Distribution Date"), commencing October 16, 2000 (the "Initial Distribution
Date").
Payments of interest on the Floating Rate Asset Backed Revolving Note, Series
2000-RN1 and Floating Rate Asset Backed Revolving Note, Series 2000-RN3 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 "Monthly Distribution Date"),
commencing October 16, 2000 and January 16, 2001 (the "Initial Distribution
Date"), respectively.
The Floating Rate Asset Backed Term Notes, Series 2000-A interest rate equals
the USD Three-Month London Interbank Offer Rate (LIBOR) plus 13 basis points per
annum for each Distribution Date. Interest on the Term Notes will accrue from,
and including, the most recent Quarterly Distribution Date to, but excluding,
the current Quarterly Distribution Date. The Term Noteholders received interest
at a weighed average rate of 6.905% per annum from June 29, 2000 through October
15, 2000.
The Floating Rate Asset Backed Revolving Note, Series 2000-RN1 interest rate
equals the USD One-Month LIBOR plus 28 basis points per annum for each Monthly
Distribution Date. Interest on the Revolving Notes will accrue for the
Collection Period (calendar month) immediately preceding each Monthly
Distribution Date. The Revolving Noteholders received interest at a weighted
average rate of 6.90% per annum from August 30, 2000 through November 30, 2000.
The Floating Rate Asset Backed Revolving Note, Series 2000-RN2 interest rate
equals the USD Three-Month LIBOR plus 26 basis points per annum for each
Quarterly Distribution Date. Interest on the Revolving Notes will accrue for the
Collection Period (calendar month) immediately preceding each Quarterly
Distribution Date. The Revolving Noteholders received interest at a weighed
average rate of 6.94% per annum from August 30, 2000 through September 30, 2000.
The Floating Rate Asset Backed Revolving Note, Series 2000-RN3 interest rate
equals the USD One-Month LIBOR plus 27 basis points per annum for each Monthly
Distribution Date. Interest on the Revolving Notes will accrue for the
Collection Period (calendar month) immediately preceding each Monthly
Distribution Date.
II-7
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
The Floating Rate Asset Backed Certificates interest rate equals the USD
Three-Month LIBOR plus 43 basis points per annum for each Quarterly Distribution
Date. Interest on the Certificates accrues from, and including, the most recent
Distribution Date to, but excluding, the current Quarterly Distribution Date.
The Certificateholders received interest at a weighed average rate of 7.205% per
annum from June 29, 2000 through October 15, 2000.
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
2000-A; Asset Backed Certificates, Class 2000-A; Floating Rate Asset Backed
Revolving Note, Series 2000-RN1; Floating Rate Asset Backed Revolving Note,
Series 2000-RN2; and Floating Rate Asset Backed Revolving Note, Series 2000-RN3,
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, 268 basis points, 272 basis points, 270 basis points, and 280
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 Rate Asset Backed Revolving Notes 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 $13.3 million at December 31, 2000.
The notional amount of the interest rate basis swaps approximates the
outstanding balance in the Floating Rate Asset Backed Notes and Asset Backed
Certificates.
NOTE 5. FEDERAL INCOME TAX
The Trust is classified as a partnership, and therefore is not taxable as a
corporation for U.S. 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. Each certificateholder by
acceptance of a certificate agrees to treat the certificates as equity interests
in the Trust for federal, state and local income franchise tax purposes. A
portion of the certificates was issued to the seller on the closing date.
II-8
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
NOTES TO FINANCIAL STATEMENTS
NOTE 6. SUBSEQUENT EVENTS
On January 31, 2001, the Trust acquired the Seller's right, title and interest
in additional wholesale finance receivables, totaling $750.0 million in exchange
for Floating Rate Asset Backed Term Notes, Series 2001-A representing
indebtedness of the Trust.
II-9
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
2000 Quarters* Interest
- ------------------------------------ -----------
(in millions of dollars)
Second quarter...................... $ 0.0
Third quarter...................... 0.0
Fourth quarter...................... 47.1
---------
Total ......................... $ 47.1
=========
* Represents the period June 29, 2000 (inception) through December 31, 2000.
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 VI
Financial Statements for the period June 29, 2000
(inception) through December 31, 2000.
27.1 Financial Data Schedule for Superior Wholesale
Inventory Financing Trust VI (for SEC electronic filing
purposes only).
(b) REPORTS ON FORM 8-K.
No current reports on Form 8-K have been filed by the
abovementioned Trust during the quarter ended December 31,
2000.
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 VI
by: Chase Manhattan Bank USA, National Association
----------------------------------------------
(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 26, 2001
IV-2