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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________
Commission file number: 33-99420
WFS FINANCIAL 1997-A OWNER TRUST
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0149603
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
WFS FINANCIAL AUTO LOANS, INC.
23 PASTEUR ROAD
IRVINE, CALIFORNIA 92618
- --------------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 753-3000
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. [ X ]
DOCUMENTS INCORPORATED BY REFERENCE: None.
Exhibit Index is on Page 7.
Page 1 of __.
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ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
On March 21, 1997 the Commission declared effective a Registration Statement on
Form S-1 (File No. 33-99420) (the "Registration Statement") under the Securities
Act of 1933, as amended (the "Securities Act"), providing for the issuance by
the WFS Financial 1997-A Owner Trust (the "Trust") of the following securities:
$105,000,000 of 5.63% Money Market Auto Receivable Backed Notes, Class A-1,
$115,000,000 of 6.15% Auto Receivable Backed Notes, Class A-2,
$180,000,000 of 6.50% Auto Receivable Backed Notes, Class A-3,
$55,000,000 of 6.75% Auto Receivable Backed Notes, Class A-4,
$45,000,000 of 6.85% Auto Receivable Backed Certificates.
The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class
A-5 Notes (the "Notes" and together with the Certificates, the "Securities") and
the Certificates were issued by the Trust on March 27, 1997. The Notes are
secured by the assets of the Trust, while the Certificates evidence undivided
fractional interests in the assets of the Trust. The Notes and the Certificates
were issued in fully-registered form in denominations of $1,000 and integral
multiples thereof. As more fully described in the Registration Statement, the
assets of the Trust will include (i) a pool of retail installment contracts
secured by liens on new and used automobiles and light trucks ("Contracts"),
(ii) a financial guaranty insurance policy issued by Financial Security
Assurance Inc. (the "Insurer"), and (iii) certain accounts maintained by the
Trustee on behalf of the Trust, including all investments held thereby and all
income from the investment of funds therein and all proceeds therefrom.
Information as to the number of Contracts remaining in the Trust, the aggregate
unpaid principal balance thereof, the decrease therein, delinquencies on the
Contracts, collections of principal and interest made, fees paid to the Servicer
and the amount of the Policies are set forth in the exhibits incorporated herein
in response to Item 14, below.
ITEM 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings with respect to
the Trust involving the Trust, the Trustee, the Seller or the Servicer.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the holders of the Certificates during the
fiscal year covered by this Report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 1997, there was one holder of record of the Securities. See
also Item 12. Security Ownership of Certain Beneficial Owners and Management.
There was no principal market in which the Securities traded.
ITEM 6. SELECTED FINANCIAL DATA
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Omitted.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
Omitted.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Registrant has sought to obtain from the Depository Trust Company ("DTC")
the identity of the particicpants who hold beneficial intersts in the
Certificates registered in the name of Cede & Co. maintained at DTC and their
relative percentage interests in the Certificates, but has not been provided
with that information by DTC. The Registrant will file an amended Form 10-K if
and when that information is provided to it by DTC.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As the Registrant has not been provided with participant information by DTC it
cannot state with certainty that there are no transactions or series of
transactions between the Trust and any beneficial owner of more than 5% of the
Certificates. The Registrant will file an amended Form 10-K if and when
information is provided to it by DTC from which it can make a definitive
determination.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
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<CAPTION>
Exhibit Number Description
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20.1 Current Report on Form 8-K for the for the June 20,
1997 Distribution Date (incorporated herein by
reference to the WFS Financial 1997-A Owner Trust
Form 8-K filed on July 2, 1997, file number
33-99420)
20.2 Current Report on Form 8-K for the for the
September 20, 1997 Distribution Date (incorporated
herein by reference to the WFS Financial 1997-A
Owner Trust Form 8-K filed on September 25, 1997,
file number 33-99420)
20.3 Current Report on Form 8-K for the for the December 20, 1997
Distribution Date (incorporated herein by reference to the WFS
Financial 1997-A Owner Trust Form 8-K filed on January 5, 1998, file
number 33-99420)
20.4 Current Report on Form 8-K for the for the March
20, 1998 Distribution Date (incorporated herein by
reference to the WFS Financial 1997-A Owner Trust
Form 8-K filed on March 25, 1998, file number
33-99420)
20.5 Accountants' Report dated February 9, 1998
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<TABLE>
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<S> <C>
20.6 Annual Statement of Compliance by Master Servicer dated January 26,
1998
20.7 Annual Statement to Securityholders for the Service Period 1997
20.8 consolidated financial statements of Financial
Security Assurance Inc. and Subsidiaries as of
December 31, 1997 and 1996, and for each of the
three years in the period ended December 31, 1997
(Incorporate by reference from the Annual Report on
Form 10-K of Financial Security Assurance Holdings
Ltd. for the year ended December 31, 1997 (file #
1-12644) as filed on or about March 24, 1998)
23 Written Consent of Coopers & Lybrand, L.L.P.
</TABLE>
(b) Reports on Form 8-K: All reports filed on Form 8-K required to be
disclosed are identified above in response to Item 14(a).
(c) Omitted.
(d) Omitted.
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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.
WFS FINANCIAL 1997-A OWNER TRUST
BY: WFS FINANCIAL INC, as Master Servicer
Date: March 30, 1998 By: /S/ LEE A. WHATCOTT
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Lee A. Whatcott, Chief Financial Officer
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
20.1 Current Report on Form 8-K for the for the June 20, 1997
Distribution Date (incorporated herein by reference to the WFS
Financial 1997-A Owner Trust Form 8-K filed on July 2, 1997,
file number 33-99420)
20.2 Current Report on Form 8-K for the for the September 20, 1997
Distribution Date (incorporated herein by reference to the WFS
Financial 1997-A Owner Trust Form 8-K filed on September 25,
1997, file number 33-99420)
20.3 Current Report on Form 8-K for the for the December 20, 1997
Distribution Date (incorporated herein by reference to the WFS
Financial 1997-A Owner Trust Form 8-K filed on January 5,
1998, file number 33-99420)
20.4 Current Report on Form 8-K for the for the March 20, 1998
Distribution Date (incorporated herein by reference to the WFS
Financial 1997-A Owner Trust Form 8-K filed on March 25,
1998, file number 33-99420)
20.5 Accountants' Report dated February 9, 1998
20.6 Annual Statement of Compliance by Master Servicer dated
January 26, 1998
20.7 Annual Statement to Securityholders for the Service Period 1997
20.8 consolidated financial statements of Financial Security Assurance
Inc. and Subsidiaries as of December 31, 1997 and 1996, and
for each of the three years in the period ended December 31,
1997 (Incorporate by reference from the Annual Report on Form
10-K of Financial Security Assurance Holdings Ltd. for the year
ended December 31, 1997 (file # 1-12644) as filed on or about
March 24, 1998)
23 Written Consent of Coopers & Lybrand, LLP
</TABLE>
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EXHIBIT 20.5
REPORT OF INDEPENDENT AUDITORS
Board of Directors
WFS Financial Inc
We have audited, in accordance with generally accepted auditing standards, the
consolidated statement of financial condition of WFS Financial Inc and
Subsidiaries (WFS) as of December 31, 1997 and the related consolidated
statements of income, shareholders' equity and cash flows for the year then
ended, and have issued our report thereon dated February 9, 1998.
In connection with our audit nothing came to our attention that caused us to
believe that WFS failed to in all material aspects comply with the terms,
covenants, provisions or conditions of either the Sale and Servicing Agreements
for the WFS Financial Auto Loans, Inc. dated March 1, 1996, June 1, 1996,
September 1, 1996, December 1, 1996, March 1, 1997, June 1, 1997, September 1,
1997, or December 1, 1997 between Bankers Trust Company, Chase Manhattan Bank,
and WFS insofar as they relate to accounting and auditing matters. However, it
should be noted that our audit was not directed primarily toward obtaining a
knowledge of noncompliance.
This report is intended for the use and information of the Board of Directors,
management, Bankers Trust Company, and Chase Manhattan Bank and should not be
used for any other purposes.
/s/ ERNST & YOUNG LLP
February 9, 1998
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EXHIBIT 20.6
[LOGO] WFS FINANCIAL
23 Pasteur
P.O. Box 19604
Irvine, CA 92618-3816
(714) 727-1000
January 26, 1998
Chase Manhattan Bank of Delaware Moody's Investors Service, Inc.
1201 Market Street 99 Church Street
Wilmington, Delaware 19801 New York, NY 10007
Bankers Trust Company Standard & Poor's Ratings Services
4 Albany Street A division of McGraw-Hill, Inc.
New York, New York 10015 25 Broadway
New York, NY 10004
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Re: Annual Statement as to Compliance for
WFS Financial 1997-A Owner Trust
Dear Sir or Madam:
OFFICERS' CERTIFICATE
Pursuant to Section 4.10 of the Sale and Servicing Agreement ("Agreement")
dated as of March 1, 1997, and to Section 3.09 of the Indenture ("Indenture"),
dated as of the same date, the undersigned officers of WFS Financial Inc
(the "Master Servicer") certify that:
(i) a review of the activities of the Master Servicer since the
closing date and of its performance under the Agreement and the Indenture has
been made under such officers' supervision, and
(ii) to the best of such officers' knowledge, based on such review,
the Master Servicer has fulfilled all its obligations under the Agreement and
the Indenture throughout such year and that no default under the Agreement or
the Indenture has occurred.
/s/ Lee A. Whatcott /s/ Mark Olson
- ------------------------------ ----------------------------------
Lee A. Whatcott Mark Olson
Executive Vice President & CFO Senior Vice President & Controller
cc: A. Katz, Esq.
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EXHIBIT 20.7
[LOGO] [WFS FINANCIAL LETTERHEAD]
OWNER TRUST 1997-A
ANNUAL STATEMENT TO SECURITY HOLDERS 4.09
FOR SERVICE PERIOD 1997
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<CAPTION>
DISBURSEMENT DATE
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MARCH 20 JUNE 20 SEPTEMBER 20 DECEMBER 20 TOTAL
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<S> <C> <C> <C> <C> <C>
PART I. DISTRIBUTIONS
Interest Paid - Class A1 1,822,712.50 812,886.10 127,861.59 2,763,460.19
Interest Paid - Class A2 2,141,395.83 1,768,125.00 1,768,125.00 5,677,645.83
Interest paid - Class A3 3,542,500.00 2,925,000.00 2,925,000.00 9,392,500.00
Interest Paid - Class A4 1,124,062.50 928,125.00 928,125.00 2,980,312.50
Interest Paid - Certificate 933,312.50 770,625.00 770,625.00 2,474,582.50
------------ -------------- -------------- -------------- --------------
Total Interest Paid 0.00 9,563,983.33 7,204,761.10 6,519,736.59 23,228,481.02
------------ -------------- -------------- -------------- --------------
Principal Paid - Class A1 49,703,715.62 46,311,807.41 8,984,476.97 105,000,000.00
Principal Paid - Class A2 0.00 0.00 35,442,427.19 35,442,427.19
Principal Paid - Class A3 0.00 0.00 0.00 0.00
Principal Paid - Class A4 0.00 0.00 0.00 0.00
Principal Paid - Certificate 0.00 0.00 0.00 0.00
------------ -------------- -------------- ------------- --------------
Total Principal Paid 0.00 49,703,715.62 46,311,807.41 44,426,904.15 140,442,427.19
------------ -------------- -------------- -------------- --------------
PART III. AGGREGATE SCHEDULED
BALANCE
Total Aggregate Scheduled
Balance 0.00 452,710,460.88 408,588,678.46 366,130,412.35
------------ -------------- -------------- --------------
PART III. SERVICING FEES
Total Servicing Fees Paid 0.00 1,207,089.00 1,095,013.00 984,320.00 3,286,422.00
------------ -------------- -------------- -------------- --------------
PART IV. SHORTFALLS
Total Interest Shortfall 0.00 0.00 0.00 0.00 0.00
------------ -------------- -------------- -------------- --------------
Total Principal Shortfall 0.00 0.00 0.00 0.00 0.00
------------ -------------- -------------- -------------- --------------
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PART V. OFFICER'S CERTIFICATE
All computations presented reflect accurate information for the calendar period
ended 1997 and were performed in conformity with the Sale and Servicing
Agreement dated March 1, 1997.
/s/ Lee Whatcott
------------------------------
Lee Whatcott
Executive Vice President
Chief Financial Officer
/s/ Mark Olson
-------------------------------
Mark Olson
Senior Vice President
Controller
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
---------------
We consent to the incorporation by reference in the Form 10-K for the year
ended December 31, 1997 of WFS Financial 1997-A Owner Trust of our report
dated January 26, 1998 on our audits of the consolidated financial statements
of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1997
and 1996, and for each of the three years in the period ended December 31, 1997.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
March 30, 1998
