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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE YEAR ENDED DECEMBER 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 333-56303
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 91-1904587
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 Convention Center Drive, Suite 850, Las Vegas, NV 89109
(Address of principal offices and zip code)
(702) 385-1668
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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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 (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. [X].
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [_] No [X].
As of March 30, 2004, the Registrant was controlled by E*TRADE Financial
Corporation, a Delaware corporation.
DOCUMENTS INCORPORATED BY REFERENCE
None
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TABLE OF CONTENTS
PART ITEM PAGE
- ---- ---- ----
I 1. Business 1
2. **
3. * Legal Proceedings 2
4. * Submission of Matters to a Vote of Security Holders 3
II 5. * Market for Registrant's Common Equity
and Related Stockholder Matters 3
6. **
7. **
7A. **
8. **
9. **
III 10. **
11. **
12. **
13. **
14. *** Controls and Procedures
15. **** Principal Accountant Fees and Services
IV 16. * Exhibits, Financial Statements, Schedules
and Reports on Form 8-K 3
Signatures 4
Certification 5
Exhibit Index 6
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* 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.
(i)
PART I
Item 1. Description of Business.
Deutsche Recreational Asset Funding Corporation ("DRAFCO" or the
"Registrant") purchases receivables from E*TRADE Consumer Finance Corporation
("ETCF", formerly Ganis Credit Corporation), an affiliated company. ETFC
transfers these receivables to third parties and performs other associated
activities. DRAFCO is a wholly owned subsidiary of E*TRADE Financial Corporation
(E*TRADE Financial" or the "Parent"), a Delaware Corporation.
In October 2003, E*TRADE Bank (the "Bank") acquired DRAFCO under a Stock
Purchase Agreement dated November 25, 2002, between the Bank and Deutsche Bank
AG, DRAFCO's former owner. Subsequently, in December 2003, DRAFCO became a
subsidiary of E*TRADE Financial Corporation ("E*TRADE Financial" or the parent).
Prior to its acquisition by the Bank, the Registrant had formed four trusts for
the purpose of securitizing certain receivables as identified below.
The Registrant formed Distribution Financial Services RV Trust 1999-1, ("RV
Trust 1999-1") pursuant to a Transfer and Servicing Agreement, dated March 1,
1999, among the RV Trust 1999-1 as Issuer, the Registrant as Depositor, and
ETCF, 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.
Concurrently, RV Trust 1999-1, as Issuer, entered into an Indenture with The
Chase Manhattan Bank, as Indenture Trustee. RV Trust 1999-1 assets consist
primarily of receivables, which include recreational vehicle installment sales
contracts or installment loans originated by ETCF or acquired by ETCF from
time-to-time in financing arrangements among ETCF and/or its affiliations with
certain dealers to finance recreational vehicle sales. From time-to-time, the RV
Trust 1999-1, in turn, offers various classes of notes secured by the assets
contained in the RV Trust 1999-1.
At December 31, 2003, the following notes were outstanding under RV Trust
1999-1:
Class Amount
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Class A-5 Notes $102,699,026
Class A-6 Notes 64,366,000
Class B Notes 25,000,000
Class C Notes 20,000,000
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Total RV Trust 1999-1 Notes Outstanding $212,065,026
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The Registrant formed Distribution Financial Services Marine Trust 1999-2,
("Marine Trust 1999-2") pursuant to a Transfer and Servicing Agreement, dated
May 1, 1999, among Marine Trust 1999-2, as Issuer, the Registrant, as Depositor,
and ETCF, 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, on May 1, 1999, Marine Trust 1999-2, as Issuer, entered into an
Indenture with The Chase Manhattan Bank, as Indenture Trustee. 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 ETCF or acquired by ETCF from time-to-time in financing
arrangements among ETCF and/or its affiliations with certain dealers to finance
marine equipment sales. From time-to-time, Marine Trust 1999-2 offers various
classes of notes secured by the assets contained in Marine Trust 1999-2.
At December 31, 2003, the following notes were outstanding under Marine
Trust 1999-2:
Class Amount
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Class A-4 Notes $ 7,987,680
Class A-5 Notes 53,999,000
Class B Notes 33,000,000
Class C Notes 22,000,000
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Total Marine Trust 1999-2 Notes Outstanding $116,986,680
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The Registrant formed Distribution Financial Services RV Trust 1999-3, ("RV
Trust 1999-3") pursuant to a Transfer and Servicing Agreement, dated July 1,
1999, among RV Trust 1999-3, as Issuer, the Registrant, as Depositor, and ETCF
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. On July 1, 1999,
RV Trust 1999-3, as Issuer, entered into an Indenture with The Chase Manhattan
Bank, as Indenture Trustee. RV Trust 1999-3 assets consist primarily of
receivables which include recreational vehicle installment sales contracts or
installment loans originated by ETCF or acquired ETCF from time-to-time in
financing arrangements among ETCF and/or its affiliations with certain dealers
to finance recreational vehicle sales. From time-to-time RV Trust 1999-3, in
turn, offers various classes of notes secured by the assets contained in the RV
Trust 1999-3.
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At December 31, 2003, the following notes were outstanding under RV Trust
1999-3:
Class Amount
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Class A-5 Notes $ 37,257,125
Class A-6 Notes 54,847,000
Class B Notes 9,363,000
Class C Notes 7,491,000
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Total RV Trust 1999-3 Notes Outstanding $108,958,125
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The Registrant formed Distribution Financial Services RV/Marine Trust
2001-1, ("RV/Marine Trust 2001-1"), as Issuer entered into a Transfer and
Servicing Agreement, dated November 1, 2001, with DRAFCO as Depositor and DFS,
as Servicer. To facilitate the issuance of notes, DRAFCO as Depositor, and Wells
Fargo Bank Minnesota, National Association, as Owner Trustee entered into a
Trust Agreement, amended and restated on 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 ETCF or
acquired by ETCF from time-to-time in financing arrangements among ETCF and/or
its affiliations 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.
At December 31, 2003, the following notes were outstanding under RV/Marine
Trust 2001-1:
Class Amount
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Class A-3 Notes $ 21,998,121
Class A-4 Notes 95,000,000
Class A-5 Notes 72,350,000
Class B Notes 19,830,000
Class C Notes 9,270,000
Class D Notes 13,250,000
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Total RV/Marine Trust 2001-1 Notes Outstanding $231,698,121
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Item 3. Legal Proceedings.*
None
Item 4. Submission of Matters to a Vote of Security Holders.*
None
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.*
None
Item 14. Controls and Procedures.***
Not applicable to Asset-Backed Issuers
Item 15. Principal Accountant Fees and Services.****
PART IV
Item 16. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.*
(a) Financial Statements.
The Registrant includes as exhibits hereto the Accountants' Report on
Management's assertion compliance with its minimum servicing standards based on
the standards set forth 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.
Each month during 2003, the Registrant filed reports on Form 8-K, Item 5--
Other Events, that reported the Collection Period Statements for: Distribution
Financial Services RV Trust 1999-1 Notes; Distribution Financial Services Marine
Trust 1999-2 Notes; Distribution Financial Services RV Trust 1999-3 Notes; and
Distribution Financial Services RV/Marine Trust 2001-1 Notes.
In March 2004, the Registrant also filed on Form 8-K, Item 4. Changes in
Registrant's Certifying Accountant, which discussed the replacement of KPMG LLP
with Deloitte & Touche LLP for the examination of ETCF's compliance with its
minimum servicing standards (based on the standards set forth in the Mortgage
Banker's Association of America's Uniform Single Attestation program). ETCF
services loans held by DRAFCO.
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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/ Edward J. Arienti By: /s/ Matthew Pechulis
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Edward J. Arienti Matthew Pechulis
President Principal Accounting Officer
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
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/s/ Arlen W. Gelbard 3/30/04
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Arlen W. Gelbard
Director
Deutsche Recreational Asset Funding Corporation
/s/ Monte L. Miller 3/30/04
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Monte L. Miller
Director
Deutsche Recreational Asset Funding Corporation
/s/ John R. Snow 3/30/04
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John R. Snow
Director
Deutsche Recreational Asset Funding Corporation
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CERTIFICATION
I, _Matthew Pechulis____, 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 Corporation;
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 22, 2004
/s/ Matthew Pechulis
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Matthew Pechulis
Principal Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Articles of Incorporation and By Laws (Incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement Number 333-56303)
3.2 By-Laws of Registrant (Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement Number 333-56303)
4.1 Instruments defining the Rights of Security Holders, including
Debentures (Incorporated by reference to Exhibit 1.1 of the Company's
Registration Statement Number 333-56303).
99.1 Additional Exhibits:
(i) Independent Accountants' Report (Filed herewith)
(ii) Management's Report on Compliance (Filed herewith as EX-1)
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