SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File Number 333-56303
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934
For the Fiscal Year Ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
State of Organization - Nevada
I.R.S. Employer Identification Number: 91-1904587
(Principal Executive Offices)
655 Maryville Centre Drive
St. Louis, MO 63141-5832
Telephone Number: (314) 523-3000
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
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X].
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No ___.
As of March 14, 2003 the Registrant was a controlled by its Parent Company, G
Finance Holding Corp. a Delaware corporation.
TABLE OF CONTENTS
PART ITEM
I 1. Business
2. **
3. * Legal Proceedings
4. * Submission of Matters to a Vote of
Security Holders
II 5. * Market for Registrant's Common Equity
and Related Stockholder Matters
6. **
7. **
7A. **
8. **
9. **
III 10. **
11. **
12. **
13. **
14. *** Controls and Procedures
IV 15. * Exhibits, Financial Statements, Schedules
and Reports on Form 8-K3
16. **** Principal Accountant Fees and Services
Signatures
Certification
Exhibit Index
* Item prepared in compliance with Exemption Request Letters of April 25, 1994
and June 30, 1994 as provided in the July 1, 1994 response letter from the
Office of Chief Counsel, Division of Corporate Finance, United States
Securities and Exchange Commission, addressed to Registrant as ITT Floorplan
Receivables, L.P., which name was changed to Deutsche Floorplan Receivables,
L.P.
** Omitted pursuant to Exemption Request Letters noted in previous [*]
footnotes.
*** Disclosure not required of an Asset-Backed Issuer; per Item 307 of
Regulation S-K.
**** Disclosure not required of an Asset-Backed Issuer; per Item instruction.
PART I
Item 1.
Business.
The Registrant, Deutsche Recreational Asset Funding Corporation is a wholly
owned subsidiary of G Finance Holding Corp., a Delaware Corporation. The
Registrant was organized for limited purposes, which include purchasing of
receivables from Ganis Credit Corporation ("Ganis"), a Nevada Corporation and
its affiliates and transferring such receivables to third parties and any
activities incidental to and necessary or convenient for the accomplishment of
such purposes.
In accordance with its stated business purposes, the Registrant has formed
Distribution Financial Services RV Trust 1999-1, ("RV Trust 1999-1")
pursuant to a Transfer and Servicing Agreement, dated as of March 1, 1999,
among the RV Trust 1999-1 as Issuer, the Registrant as Depositor and Ganis,
as Servicer. To facilitate the issuance of notes, the Registrant as
Depositor and Norwest Bank Minnesota, National Association, as Owner
Trustee entered into a Trust Agreement, as amended and restated as of March
1, 1999. In addition, as of March 1, 1999, the RV Trust 1999-1 as Issuer
entered into an Indenture with The Chase Manhattan Bank, as Indenture
Trustee. The RV Trust 1999-1 assets consist primarily of receivables which
include recreational vehicle installment sales contracts or installment
loans originated by Ganis or acquired by Ganis from time to time in
financing arrangements among Ganis and/or its affiliates with certain
dealers to finance recreational vehicle sales. The RV Trust 1999-1, in
turn offers from time to time various classes of notes secured by the
assets contained in the RV Trust 1999-1. As of December 31, 2002 the RV
Trust 1999-1 had
$ 329,717,655.90 of such Notes outstanding bearing the following
identifications:
Class A-1 Notes........................... $ -0-
Class A-2 Notes............................ -0-
Class A-3 Notes.......................... -0-
Class A-4 Notes.......................... 60,629,655.90
Class A-5 Notes.......................... 159,722,000.00
Class A-6 Notes.......................... 64,366,000.00
Class B Notes.......................... 25,000,000.00
Class C Notes.......................... 20,000,000.00
Total RV Trust 1999-1 Notes Outstanding $ 329,717,655.90
In furtherance of its stated business purposes, the Registrant has formed
Distribution Financial Services Marine Trust 1999-2, ("Marine Trust 1999-
2") pursuant to a Transfer and Servicing Agreement, dated as of May 1,
1999, among the Marine Trust 1999-2, as Issuer, the Registrant as Depositor
and Ganis as Servicer. To facilitate the issuance of notes, the Registrant
as Depositor and Norwest Bank Minnesota, National Association, as Owner
Trustee entered into a Trust Agreement, as amended and restated as of May
1, 1999. In addition, as of May 1, 1999, the Marine Trust 1999-2 as Issuer
entered into an Indenture with The Chase Manhattan Bank, as Indenture
Trustee. The Marine Trust 1999-2 assets consist primarily of receivables
which include recreational sport and power boat and yacht installment sales
contracts or installment loans originated by Ganis or acquired by Ganis
from time to time in financing arrangements among Ganis and/or its
affiliates with certain dealers to finance marine equipment sales. The
Marine Trust 1999-2, in turn offers from time to time various classes of
notes secured by the assets contained in the Marine Trust 1999-2. As of
December 31, 2002 the Marine Trust 1999-2 had $ 190,117,477.29 of such
Notes outstanding bearing the following identifications:
Class A-1 Notes...........................$ -0-
Class A-2 Notes............................ -0-
Class A-3 Notes.......................... 14,911,477.29
Class A-4 Notes.......................... 66,207,000.00
Class A-5 Notes.......................... 53,999,000.00
Class B Notes.......................... 33,000,000.00
Class C Notes.......................... 22,000,000.00
Total Marine Trust 1999-2 Notes Outstanding $ 190,117,477.29
In addition, and consistent with its stated business purposes, the
Registrant has formed Distribution Financial Services RV Trust 1999-3, ("RV
Trust 1999-3") pursuant to a Transfer and Servicing Agreement, dated as of
July 1, 1999, among the RV Trust 1999-3, as Issuer, the Registrant as
Depositor and Ganis as Servicer. To facilitate the issuance of notes, the
Registrant as Depositor and Norwest Bank Minnesota, National Association,
as Owner Trustee entered into a Trust Agreement, as amended and restated as
of July 1, 1999. In addition, as of July 1, 1999, the RV Trust 1999-3 as
Issuer entered into an Indenture with The Chase Manhattan Bank, as
Indenture Trustee. The RV Trust 1999-3 assets consist primarily of
receivables which include recreational vehicle installment sales contracts
or installment loans originated by Ganis or acquired by Ganis from time to
time in financing arrangements among Ganis and/or its affiliates with
certain dealers to finance recreational vehicle sales. The RV Trust 1999-
3, in turn offers from time to time various classes of notes secured by the
assets contained in the RV Trust 1999-3. As of December 31, 2002 the RV
Trust 1999-3 had
$ 160,191,940.88 of such Notes outstanding bearing the following
identifications:
Class A-1 Notes...........................$ -0-
Class A-2 Notes............................ -0-
Class A-3 Notes.......................... -0-
Class A-4 Notes.......................... 50,875,940.88
Class A-5 Notes.......................... 37,585,000.00
Class A-6 Notes.......................... 54,847,000.00
Class B Notes.......................... 9,363,000.00
Class C Notes.......................... 7,491,000.00
Total RV Trust 1999-3 Notes Outstanding $ 160,161,940.88
In accordance and consistent with its stated business purposes, the
Registrant, Distribution Financial Services RV/Marine Trust 2001-1,
("RV/Marine Trust 2001-1"), as Issuer entered into a Transfer and
Servicing Agreement, dated as of November 1, 2001, with DRAFC as Depositor
and DFS, as Servicer. To facilitate the issuance of notes, DRAFC as
Depositor and Wells Fargo Bank Minnesota, National Association, as Owner
Trustee entered into a Trust Agreement, amended and restated as of November
1, 2001. In addition, as of November 1, 2001, the RV/Marine Trust 2001-1,
as Issuer entered into an Indenture with HSBC Bank USA, as Indenture
Trustee. The RV/Marine Trust 2001-1 assets consist primarily of
receivables which include recreational vehicle and marine installment sales
contracts or installment loans originated by DFS or acquired by DFS from
time to time in financing arrangements among DFS and/or its affiliates with
certain dealers to finance recreational vehicle and marine sales. The
RV/Marine Trust 2001-1, has issued various classes of notes secured by the
assets contained in the RV/Marine Trust 2001-1
As of December 31, 2002 the RV/Marine Trust 2001-1 had $ 362,453,612.17 of
such Notes outstanding bearing the following identifications:
Class A-1 Notes........................... $ 8,753,612.17
Class A-2 Notes............................ 54,000,000.00
Class A-3 Notes.......................... 90,000,000.00
Class A-4 Notes.......................... 95.000,000.00
Class A-5 Notes.......................... 72,350,000.00
Class B Notes.......................... 19,830,000.00
Class C Notes.......................... 9,270,000.00
Class D Notes.......................... 13,250,000.00
Total RV/Marine Trust 2001-1 Notes Outstanding $ 362,453,612.17
Item 3.
Legal Proceedings.*
None
Item 4.
Submission of Matters to a Vote of Security Holders.*
None
PART II
Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters.*
None
Item 14.
Controls and Procedures.***
PART IV
Item 15.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K.*
(a) Financial Statements.
The Registrant includes as exhibits hereto the Annual Accountant's Report on
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Brokers with respect to all series of Notes issued and outstanding by
Distribution Financial Services RV Trust 1999-1, Distribution Financial
Services Marine Trust 1999-2, Distribution Financial Services RV Trust 1999-3
and Distribution Financial Services RV/Marine Trust 2001-1 Notes.
(b) Reports on Form 8-K.
The Registrant has filed reports on Form 8-K for each month during 2002 when
any series of Notes are outstanding reporting Item 5. Other Events and
including therewith as an exhibit, the applicable Collection Period Statement
information with respect to (a) Distribution Financial Services RV Trust 1999-
1 Notes, and (b) Distribution Financial Services RV Trust 1999-3 Notes
including (i) the Class A-1 Notes, (ii) the Class A-2 Notes, (iii) the Class
A-3 Notes, (iv) the Class A-4 Notes, (v) the Class A-5 Notes, (vi) the Class
A-6 Notes, (vii) the Class B Notes and (viii) the Class C Notes of each series
of Notes as required. In addition, the applicable Collection Period Statement
information with respect to Distribution Financial Services Marine Trust 1999-
2 Notes was also included with respect to i) the Class A-1 Notes, (ii) the
Class A-2 Notes, (iii) the Class A-3 Notes, (iv) the Class A-4 Notes, (v) the
Class A-5 Notes, (vi) the Class B Notes and (vii) the Class C Notes of such
series of Notes as required.
The Registrant has also filed reports on Form 8-K for the month of December
2002 reporting Item 5. Other Events and including therewith as an exhibit,
the Collection Period Statement Information with respect to the Distribution
Financial Services RV/Marine Trust 2001-1 Notes.
In addition, under Item 5. Other Events, the Registrant reported in Form 8-K,
certain specified information made available on a monthly basis to Noteholders
of the (a) Distribution Financial Services RV Trust 1999-1 Notes, (b)
Distribution Financial Services Marine Trust 1999-2 Notes and (c) Distribution
Financial Services RV Trust 1999-3 Notes included with each Form 8-K, the
Registrant filed as exhibits thereto copies of the monthly Noteholders'
Statements required for such period to Noteholders of the Distribution
Financial Services RV Trust 1999-1 Notes, the Distribution Financial Services
Marine Trust 1999-2 Notes, the Distribution Financial Services RV Trust 1999-
3 Notes and the Distribution Financial Services RV/Marine Trust 2001-1 Notes.
Item 16.
Principal Accountant Fees and Services.****
SIGNATURES
Pursuant to the requirements of Section 13 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.
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
By: /s/ Stephen Gentry By:/s/ Neil Cassmeyer
President Principal Accounting Officer
March 20, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature Title Date
/s/ /Richard C. Goldman March 20, 2003
Director
Deutsche Recreational Asset Funding Corporation
/s/ Monte L. Miller March 20, 2003
Director
Deutsche Recreational Asset Funding Corporation
/s/ Phil Stout March 20, 2003
Director
Deutsche Recreational Asset Funding Corporation
CERTIFICATION
I, Neil Cassmeyer, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of Deutsche Recreational
Asset Funding Corporati9on;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the information required to be provided to the
trustee by the servicer under the pooling and servicing agreement is included
in these reports;
4. I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing agreement and based upon the review required
under the pooling and servicing agreement, and except as disclosed in the
report, the servicer has fulfilled it obligations under the pooling and
servicing agreement; and
5. I have disclosed to the Registrant's certified public accountants all
significant deficiencies relating to the servicer's compliance with the
minimum servicing standards in accordance with a review conducted in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar standards as set forth in the pooling and servicing agreement.
Date: March 20, 2003
/s/ Neil Cassmeyer
Principal Accounting Officer
EXHIBIT INDEX
Incorporated by reference to
Exhibit in Registration Statement
Exhibit No. Title Number 333-56303
2 Plan of acquisition, reorganization,
arrangement, liquidation or succession Not Applicable
3 Articles of Incorporation and By Laws Exhibit 3.1
By Laws of Registrant Exhibit 3.2
4 Instruments defining the rights of security
holders, including indentures Exhibits 4.1
9 Voting trust agreements Not Applicable
10 Material Contracts None
11 Statement re computation of
per share earnings Not Applicable
12 Statement re computation of ratios Not Applicable
13 Annual report of security holders,
Form 10-Q or quarterly reports
to security holders None
16 Letter re change in certifying accountant None
18 Letter re changes in accounting
principles None
21 Subsidiaries of Registrant Not Applicable
22 Published report regarding matters
submitted to vote of security holders None
23 Consents of experts and counsel Not Applicable
24 Power of attorney Not Applicable
[27 Financial Data Schedule Not Applicable]
99 Additional Exhibits
(i) Accountants' Annual Report, and Filed herewith
(ii) Management's Report on Compliance as EX-1
EX-1
Independent Accountants'Report
To Ganis Credit Corporation:
We have examined management's assertion, included in the accompanying
Management Report on Compliance as Servicer, that Ganis Credit Corporation
complied with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers, as of and for the year ended December 31, 2002. Management
is responsible for Ganis Credit Corporation's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on
management's assertion about the entity's compliance based on our examination.
Our examination was made in accordance with attestation standards established
by the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about Ganis Credit Corporation's
compliance with the minimum servicing standards specified above and performing
such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on Ganis Credit
Corporation's compliance with the minimum servicing standards.
In our opinion, management's assertion that Ganis Credit Corporation complied
with the aforementioned minimum servicing standards as of and for the year
ended December 31, 2002 is fairly stated, in all material respects.
/s/ KPMG LLP
March 7, 2003
Management Report on Compliance as Servicer
As of and for the year ended December 31, 2002, Ganis Credit Corporation has
complied in all material respects with the minimum servicing standards set for
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers relating to RV Trust 1999-1, Marine Trust 1999-2,
RV Trust 1999-3, and RV/Marine Trust 2001-1, to the extend such standards are
applicable to the servicing obligations as set for in the pooling and
servicing agreement. For the period ended December 23, 2002, Ganis Credit
Corporation had in effect a fidelity bond and errors and omissions policy in
the amount of $100 million. For the period December 24, 2002 through December
31, 2002, Ganis Credit Corporation had in effect a fidelity bond and errors
and omissions policy in the amount of $50 million.
Sincerely,
Ganis Credit Corporation
/s/ Edward J. Arienti /s/ Donald A. Haisch
President Vice President, Finance
March 7, 2003 March 7, 2003
/s/ Greg G. Gabriel
Senior Vice President, Credit
March 7, 2003