SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 10-K

 

 

 

Commission file number 33-99294

 

JOHN DEERE OWNER TRUST 2004
(Exact name of registrant as specified in its charter)

 

 

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   ý  No o

 

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.     ý

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  Not applicable.

 

 

This Annual Report on Form 10-K is filed in accordance with letters submitted to the Division of Corporation Finance of the Securities and Exchange Commission on behalf of similar Trusts by the Servicer and Depositor of the Trust. Accordingly, responses to certain Items have been omitted from or modified in this report.

 

PART I

Item 1.                                                        Business.

Not Applicable.

Item 2.                                                        Properties.

John Deere Owner Trust 2004 (the “Trust”) is a trust established under the laws of the State of Delaware by the Trust Agreement dated as of April 15, 2004 (the “Trust Agreement”) between John Deere Receivables, Inc. (the “Seller”) and U.S. Bank Trust National Association, acting thereunder not in its individual capacity but solely as trustee of the Trust. John Deere Capital Corporation (the “Servicer”) is the Servicer under a Sale and Servicing Agreement dated as of April 15, 2004 (the “Sale and Servicing Agreement”) among the Servicer, the Seller and the Trust. On April 21, 2004 (the “Closing Date”), the Trust issued its Asset Backed Certificates (the “Certificates”) with an aggregate principal amount of $3,778,476. In addition, on the Closing Date, the Trust issued $205,000,000 aggregate principal amount of Class A-1  1.14% Asset Backed Notes (the “A-1 Notes”), $186,000,000 aggregate principal amount of Class A-2  1.68% Asset Backed Notes (the “A-2 Notes”), $185,000,000 aggregate principal amount of Class A-3 2.32% Asset Backed Notes (the “A-3 Notes”), $158,280,000 aggregate principal amount of Class A-4 3.02% Asset Backed Notes (the “A-4 Notes”) and $18,930,000 aggregate principal amount of Class B 2.90% Asset Backed Notes (the “B Notes” and together with the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Notes”). The Certificates evidence fractional undivided interests in the Trust. The Seller retained the entire principal amount of the Certificates. The Notes evidence debt obligations of the Trust. The Trust property includes (i) agricultural and construction equipment retail installment sale and loan contracts (the “Receivables”) secured by new and used agricultural equipment and construction and forestry equipment (the “Financed Equipment”) sold to the Trust by the Seller, (ii) all monies (including accrued interest) due thereunder on or after March 28, 2004, (iii) such amounts as from time to time may be held in one or more accounts established and maintained by the Servicer pursuant to the Sale and Servicing Agreement or the Trust Agreement and the short-term investments made from those collections, (iv) the security interests in the Financed Equipment, (v) any proceeds of repossessed Financed Equipment, (vi) the rights to proceeds from claims on physical damage, credit life or disability insurance policies, if any, covering the Financed Equipment or the obligors on the Receivables, as the case may be, (vii) the rights of the Seller under the Purchase Agreement dated as of April 15, 2004 (the “Purchase Agreement”) between the Servicer and the Seller and (viii) interest earned on short-term investments made by the Trust.

As of March 28, 2004, the Receivables had an aggregate principal balance plus accrued interest of approximately $758,035,901. As of October 31, 2004, 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 $614,552,748.

 

 

 

Reference is made to Exhibit 99.1, the Annual Statement of Compliance for the fiscal year ended October 31, 2004, 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 the Trust during the period from April 21, 2004 through October 31, 2004.

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 November 1, 2004, the Seller was the sole Certificateholder of record.

 

Item 6.                                                       Selected Financial Data.

Not Applicable.

 

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

Not Applicable.

 

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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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 and Related Stockholder Matters.

 

Not Applicable.

 

Item 13.                                                Certain Relationships and Related Transactions.

 

John Deere Receivables, Inc., the Seller, Depositor and sole Certificateholder of record is a wholly-owned subsidiary of John Deere Capital Corporation, the Servicer and the Administrator for the Trust. The aggregate servicing fees and administration fees paid by the Trust to John Deere Capital Corporation during the fiscal year are set forth in Exhibit 99.1.

 

Item 14.                                                Principal Accountant Fees and Services.

 

Not Applicable.

PART IV

 

Item 15.                                                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                  Annual Statement of Compliance for the period ended October 31, 2004.

 

99.2                  Officers’ Certificate relating to the monthly collection period ending October 31, 2004.

 

99.3                  Independent Accountants’ Report.

 

99.4                  Consent of Independent Accountants.

 

(b)                            Reports on Form 8-K.

 

Current reports on Form 8-K dated May 21, June 16, July 15, August 16, September 15, October 15, November 17, December 15, 2004 and January 18, 2005. (Item 5 and 7).

 

(c)                             Not Applicable.

 

(d)                            Not Applicable.

 

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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.

 

No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.

 

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SIGNATURE

 

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.

 

	JOHN DEERE OWNER TRUST 2004
	By:		John Deere Capital Corporation
			(Servicer)
	By:		/s/ Jon D. Volkert
			Jon D. Volkert
			President
Dated:      January 28, 2005

 

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EXHIBIT INDEX

 

Exhibit No.
31.1		Rule 13a-14(a)/15d-14(a) Certification
99.1		Annual Statement of Compliance for the period ended October 31, 2004.
99.2		Officers’ Certificate relating to the monthly Collection Period ending October 31, 2004.
99.3		Independent Accountants’ Report.
99.4		Consent of Independent Accountants.

 

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