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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

     
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
 
    
OR
    
 
    
o
  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period form                     to                    .

Commission file number: 333-57494

Wholesale Auto Receivables Corporation
Superior Wholesale Inventory Financing Trust VIII

(Exact name of registrant as specified in its charter)
     

DELAWARE 		  38-3082709
20-6138109
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

c/o General Motors Acceptance Corporation
200 Renaissance Center
P.O. Box 200 Detroit, Michigan
48265-2000
(Address of principal executive offices)
(Zip Code)

(313) 556-5000
(Registrant’s telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities required to be 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 last 90 days. Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes o No þ

Documents incorporated by reference. None

 

TABLE OF CONTENTS

             
           
  Business     2  
  Property     2  
  Legal Proceedings     2  
  Submission of Matters to a Vote of Security Holders     2  
 
           
  Market For Registrant's Common Equity and Related Stockholder Matters     2  
  Selected Financial Data     2  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     2  
  Quantitative and Qualitative Disclosures About Market Risk     2  
  Financial Statements and Supplementary Data     2  
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     2  
  Controls and Procedures     2  
 
           
  Directors and Executive Officers of the Registrant     3  
  Executive Compensation     3  
  Security Ownership of Certain Beneficial Owners and Management     3  
  Certain Relationships and Related Transactions     3  
  Principal Accountant Fees and Services     3  
 
           
  Exhibits, Financial Statement Schedules, and Reports on Form 8-K     3  
 Certification of Executive Officer to Rule 13a/15d
 Aggregate Annual Servicing Report
 Annual Statement as to Compliance
 Independent Accountants' Report dated 03/01/2004

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Table of Contents

Part I

Item 1. Business

Superior Wholesale Inventory Financing Trust VIII, (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. On October 7, 2003, the Trust issued Asset-Backed Notes (the “Notes”). The Notes are issued and secured pursuant to an Indenture between the Trust and the Bank of New York, as Indenture Trustee, and together with the Owner Trustee, (the “Trustees”). The Trust also issued Asset-Backed Certificates (the “Certificates”). For further information, refer to the Prospectus Supplement and Offering Memorandum dated September 30, 2003.

Item 2. Property
 The property currently held by the Trust 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, collections thereon and basis swaps.

Item 3. Legal Proceedings

There are no material legal proceedings involving the Trust, the Seller or General Motors Acceptance Corporation ("GMAC" or the "Servicer") which relate to the Trust or its property pending as of the date of this report.

Item 4. Submission of Matters to a Vote of Security Holders

No votes or consents of Noteholders or Certificateholders were solicited for any purpose during the year ended.

Part II

Item 5. Market For Registrant’s Common Equity and Related Stockholder Matters

As of December 31, 2003, the holders of the Asset–Backed Notes and Asset–Backed Certificates issued by the Trust totaled:
     
Term Note Series 2003–A   12
Revolving Note Series 2003–RN1   1
Revolving Note Series 2003–RN2   1
Certificates Class 2003–A   5

To the best knowledge of the Registrant, there is no established public trading market for the Notes or Certificates.

Item 6. Selected Financial Data
Not Applicable

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Trust was formed pursuant to a Trust Agreement between the Seller and Chase Manhattan Bank USA, National Association, as Owner Trustee. The Trust issued the Asset-Backed Notes and Certificates described in the following table. The Trust acquired certain eligible wholesale finance receivables from the Seller in the aggregate amount as shown below in exchange for Floating Rate Asset-Backed Notes and Asset-Backed Certificates representing undivided equity interests in the Trust.
                             
        Initial          
        Wholesale          
    Date of Trust   Finance          
    Sale and Servicing   Sale   Asset-Backed     Asset-Backed
Trust
   Agreement
   Amount
   Notes
     Certificates
          (millions)     (millions)           (millions)
 
                            
Superior
  October 7, 2003   $ 3,632     Term Note   $ 2,000     2003-A             $132
Wholesale
              2003-A           (Private Placement)
Inventory
                            
Financing
              Revolving     750      
Trust VIII
              Note 2003-1            
 
                Revolving     750      
                Note 2003-2            

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 class of Notes and Certificates based on floating interest rates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable

Item 8. Financial Statements and Supplementary Data
Not Applicable

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures
Not Applicable

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Table of Contents

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
 None

Item 14. Principal Accountant Fees and Services
 None

Part IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a) List the following documents filed as a part of the report:

  (1)   Financial Statements — Not Applicable.
 
  (2)   Financial Statements Schedules — Not Applicable
 
  (3)   Exhibits

  •   Annual Statement to Noteholders and Certificateholders stating aggregate totals of information in distribution reports.
 
  •   Officer’s Certificate of Compliance pursuant to Section 4.1 of the Trust Sale and Servicing Agreement.
 
  •   Copy of Independent Accountants’ Report dated March 1, 2004

     (b) Reports on Form 8-K filed during fiscal year:

  •   Current reports on Form 8-K dated October 1, 2003 reporting matters under Items 5 and 7 and on October 6, 2003 and October 20, 2003 reporting matters under Item 7 were filed by Superior Wholesale Inventory Financing Trust VIII.
 
  •   The Monthly Statement to Noteholders and Certificateholders on Form 8-K reporting matters under Items 5 and 7 dated December 1, 2003, December 19, 2003 and January 26, 2004 were filed by Superior Wholesale Inventory Financing Trust VIII.
 
All of the above referenced current reports and Monthly Statements to Noteholders and Certificateholders on Form 8-K were filed under Wholesale Auto Receivables Corporation’s CIK number of 894360 on behalf of Superior Wholesale Inventory Financing Trust VIII.

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Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
Superior Wholesale Inventory Financing Trust VIII  
 
by: General Motors Acceptance Corporation  
  (Administrator, not in its individual capacity but
solely as Administrator on behalf of the Trust.)
 		  
     
Date: March 30, 2004 /s/ Jerome B. Van Orman, Jr.    
  (Jerome B. Van Orman, Jr., Vice President - Finance and Chief Financial Officer of GMAC North American Operations)  
     
 

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Index of Exhibits

         
Exhibit
   Description
   Method of Filing
31  
  Certification of Executive Officer pursuant to Rule 13a-14 / 15d-14   Filed herewith.
 
        
99.1
  Aggregate Annual Servicing Report for Superior Wholesale Inventory Financing Trust VIII   Filed herewith.
 
        
99.2
  Superior Wholesale Inventory Financing Trust VIII Annual Statement as to compliance   Filed herewith.
 
        
99.3
  Independent Accountants’ Report dated March 1, 2004   Filed herewith.

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