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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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DISTRIBUTION FINANCIAL SERVICES RV TRUST 1999-3
State of Organization - New York
I.R.S. Employer Identification Number: 91-1904587
Principal Executive Offices
c\o Norwest Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479-0070
Telephone Number: 612-667-9378
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a 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]
As of March 15, 2000 the Registrant was a Trust originated by Deutsche
Recreational Asset Funding Corporation, a Nevada 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. **
IV 14. * Exhibits, Financial Statements, Schedules
and Reports on Form 8-K
Signatures
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.
PART I
Item 1. Business.
The Registrant is a common law trust created under the laws of the State of New
York created by Deutsche Recreational Asset Funding Corporation, a Nevada
corporation. The registrant was formed for limited purposes, which include the
purchasing of receivables, including recreational vehicle installment sales
contracts or installment loans originated by Deutsche Financial Services
Corporation ("DFS"), a Nevada corporation or acquired by DFS from time to time
in financing arrangements among DFS and/or its affiliates with certain dealers
to finance recreational vehicle sales, including Deutsche Recreational Asset
Funding Corporation, a Nevada corporation ("DRAFC") 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 1999-3, ("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, DRAFC as Depositor and DFS 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 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 sales. The RV Trust 1999-3,
has issued various classes of notes secured by the assets contained in the RV
Trust 1999-3.
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.*
As of December 31, 1999 the RV Trust 1999-3 had $339,692,779.42 of such Notes
outstanding bearing the following identifications:
Class A-1 Notes . . . . . . . . . . . . . $ -0-
Class A-2 Notes . . . . . . . . . . . . . 95,328,779.42
Class A-3 Notes . . . . . . . . . . . . . 48,470,000.00
Class A-4 Notes . . . . . . . . . . . . . 86,608,000.00
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. . . . 339,692,779.42
PART IV
Item 14. 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
Bankers with respect to the Notes issued and outstanding by Distribution
Financial Services RV Trust 1999-3.
(b) Reports on Form 8-K.
The Servicer on behalf of the Registrant has filed reports on Form 8-K for each
month commencing July 1999 and ending December 1999 reporting Item 5., Other
Events, and including therewith as an exhibit, the Colleciton Period Statement
Information with respect to the Distribution Financial Services RV Trust
1999-3 Notes.
In addition, under Item 5., Other Events, the Servicer reported in Form 8-K,
certain specified information made available on a monthly basis to Noteholders
of the Distribution Financial Services RV Trust 1999-3 Notes.
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.
DISTRIBUTION FINANCIAL SERVICES RV TRUST 1999-3
By: Norwest Bank Minnesota, National Association
not in its individual capacity but solely as Owner Trustee
By: /s/ Cheryl Zimmerman
Title: Corporate Trust Officer
Date: March 15, 2000
EXHIBIT INDEX
Exhibit
Number Title
2 Plan of acquisition, reorganization,
arrangement, liquidation or succession Not Applicable
3 Articles of Incorporation
and By-Laws Not Applicable
4 Instruments defining the rights of
security holders, including indentures Filed with Form 8-K
9 Voting trust agreements Not Applicable
10 Material Contracts Filed with Form 8-K
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 Filed Herewith
(i) Accountants' Annual Report, and as EX-1
(ii) Management's Report on Compliance