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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998 Commission File No.
33-94848
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to
________________
CATERPILLAR FINANCIAL FUNDING CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 88-0342613
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
Greenview Plaza
2950 East Flamingo Road, Suite C-3B
Las Vegas, Nevada 89121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 735-2814
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 (or for such shorter period that the Registrant was
required to file such reports), 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. [ ] Not Applicable.
1
PART I.
Item 1. Business
Not Applicable.
Item 2. Properties
Caterpillar Financial Asset Trust 1998-A ("Trust-A") is a
trust established under the laws of the State of Delaware by the
Trust Agreement dated July 1, 1998 (the "Trust-A Agreement")
between Caterpillar Financial Funding Corporation (the "Seller")
and Chase Manhattan Bank, Delaware, acting thereunder not in its
individual capacity but solely as trustee of Trust-A.
Caterpillar Financial Services Corporation (the "Servicer") is
the Servicer under a Sale and Servicing Agreement dated July 1,
1998 between the Servicer, the Seller and Trust-A. On July 31,
1998, Trust-A issued:
Asset Backed Certificates
$ 16,388,534 aggregate principal amount
Asset Backed Notes
$164,000,000 aggregate principal amount of Class A-1 5.6375%
$218,000,000 aggregate principal amount of Class A-2 5.75%
$183,114,000 aggregate principal amount of Class A-3 5.85%
$ 24,176,000 aggregate principle amount of Class B 5.85%
The Certificates evidence fractional undivided interests in the
Trust-A. The Notes evidence debt obligations of the Trust-A.
Caterpillar Financial Asset Trust 1997-B ("Trust-B") is a
trust established under the laws of the State of Delaware by the
Trust Agreement dated November 1, 1997 (the "Trust-B Agreement")
between the Seller and Chase Manhattan Bank, Delaware, acting
thereunder not in its individual capacity but solely as trustee
of Trust-B. Caterpillar Financial Services Corporation is the
Servicer under a Sale and Servicing Agreement dated November 1,
1997 between the Servicer, the Seller and Trust-B. On November
25, 1997, Trust-B issued:
Asset Backed Certificates
$ 7,861,558 aggregate principal amount at 6.35%
Asset Backed Notes
$ 81,000,000 aggregate principal amount of Class A-1 5.805%
$110,900,000 aggregate principal amount of Class A-2 6.018%
$102,091,000 aggregate principal amount of Class A-3 6.16%
$ 12,577,000 aggregate principle amount of Class B 6.35%
The Certificates evidence fractional undivided interests in the
Trust-B. The Notes evidence debt obligations of the Trust-B.
The property of each Trust includes (i) fixed or variable
rate retail installment sale contracts and/or equipment finance
lease contracts secured by new and/or used machinery manufactured
primarily by Caterpillar Inc. or its affiliate Mitsubishi
Caterpillar Forklift America Inc.(the "Financed Equipment"),
including rights to receive certain payments made with respect to
such contracts sold to the Trust by the Seller, (collectively the
"Receivables")(ii) all monies (including accrued interest) due or
received thereunder on or after the applicable cutoff date, and
(iii) security interests in the Financed Equipment and certain
other cross-collateralized equipment, (iv) amounts on deposit in
certain trust accounts, including a related Collection Account,
any Reserve Account, and Pre-Funding Account and any other
account identified in the related Prospectus Supplement, and the
proceeds thereof, (v) the rights to proceeds from claims on
physical damage, credit life and disability insurance policies,
if any, covering the Financed Equipment or the obligors on the
Receivables, as the case may be, (vi) the proceeds of any
repossessed Financed Equipment, (vii) the rights of the Seller
under the related Purchase Agreement between the Servicer and the
Seller, (viii) the interest of the Seller in any proceeds from
recourse to dealers on such receivables, (ix) interest earned on
short-term investments made by the Trust, and (x) any proceeds of
the foregoing.
2
As of December 31, 1998, the end of the fiscal year of the
Trust for which this Form 10-K annual report is being filed, the
aggregate principal balance of the Receivables remaining in the
Trust was approximately $679,373,350.
For additional information regarding principal and interest
payments in respect to the Certificates and the Notes and
information regarding servicing compensation and other fees paid
by Trust-A during the year ending December 31, 1998, refer to
Exhibits 99.1 - 99.3 for Trust-A. For additional information
regarding principal and interest payments in respect of the
Certificates and the Notes and information regarding servicing
compensation and other fees paid by Trust-B during the year
ending December 31, 1998, refer to Exhibits 99.4 - 99.6 for Trust-
B.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal
proceedings involving either the Trust property, Trustee, Seller
or Servicer in respect of the Trust.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fiscal year covered by
this report to a vote of holders of either the Notes or
Certificates.
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
(a) To the best knowledge of the Registrant, there is no
established public market for the Certificates.
(b) As of December 31, 1998, there was one Certificate
holder of record.
(c) Not Applicable.
Item 6. Selected Financial Data
Not Applicable
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Not Applicable.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
3
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) The following documents are filed as part of this
report:
Exhibit No.
99.1 Trust-A Subordinated Interests Servicer Report *
99.2 Trust-A Statement to Noteholders*
99.3 Trust-A Servicer's Certificate*
99.4 Trust-B Statement to Certificateholders*
99.5 Trust-B Statement to Noteholders*
99.6 Trust-B Servicer's Certificate
99.7 Fiscal Year-end Statement (unaudited) for the period ended
December 31, 1998
*Relating to the annual collection period ending December 31, 1998.
(b) Reports on Form 8-K
Current report on Form 8-K dated February 25, 1999 (Item 7).
(c) Not Applicable.
(d) Not Applicable.
Supplemental information to be furnished with reports filed
pursuant to Section 15(d) of the Act by Registrants which have
not registered Securities pursuant to Section 12 of the Act.
4
No annual report, proxy statement, form of proxy or other
proxy soliciting material has been sent to certificate holders,
and the Registrant does not presently contemplate sending any
such materials subsequent to the filing of this report.
5
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.
CATERPILLAR FINANCIAL FUNDING CORPORATION
(Registrant)
Dated: March 30,1999 By: /s/Paul J. Gaeto
Paul J. Gaeto, Secretary
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
Date Signature
Title
March 30,1999 _/s/Scott E. Harris President (Principal
(Scott E. Harris) Executive Officer)
March 30,1999 /s/Edward J. Scott Treasurer(Principal
(Edward J. Scott) Financial Officer)
March 30,1999 /s/James L. Mills_ CFO (Principal
(James L. Mills) Accounting Officer)
6
EXHIBIT INDEX
EXHIBIT NO. Page Number
99.1 Trust-A Statement to Certificateholders* 8
99.2 Trust-A Statement to Noteholders* 10
99.3 Trust-A Servicer's Certificate* 12
99.4 Trust-B Statement to Certificateholders* 16
99.5 Trust-B Statement to Noteholders* 19
99.6 Trust-B Servicer's Certificate 22
99.4 Fiscal Year-end Statement (unaudited) for the
period ended December 31, 1998 28
*Relating to the annual collection period ending December 31,
1998.
7
Exhibit 99.7
CATERPILLAR FINANCIAL FUNDING CORPORATION
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Thousands of dollars)
December 31, 1998
Assets:
Cash and cash equivalents $ 303.9
Investment in Caterpillar Financial Asset 33,087.1
Trust
Other Receivables 32,803.0
Deferred income taxes 601.5
Total assets $ 66,795.5
Liabilities and stockholder's equity:
Payable to Caterpillar Financial Services $45,976.3
Corp.
Income taxes payable 3,690.6
Other liabilities 70.2
Total liabilities $ 49,737.1
Common stock - $1 par value 2,002.8
Authorized: 2,000 shares
Issued and outstanding: one share
Retained Earnings 15,055.6
Total stockholder's equity 17,058.4
Total liabilities and stockholder's equity $ 66,795.5
CATERPILLAR FINANCIAL FUNDING CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31,1998
(Thousands of dollars)
Revenues:
Securitization income 6,048.6
Miscellaneous income 601.7
Total revenues 6,650.3
Expenses:
Loss on Sale of Securities 1,684.4
General, operating, and administrative 268.1
Other expense 1.0
Total expenses 1,953.5
Income before income taxes 4,696.8
Provision for income taxes 1,643.9
Net income 3,052.9
Retained earnings - beginning of year 12,002.7
Retained earnings - end of year $15,055.6