SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to __________
Commission file number: 33-65057
CIT RV OWNER TRUST 1996-A
(Exact name of registrant as specified in its charter)
Delaware 51-0378848
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o The CIT Group Securitization Corporation II
650 CIT Drive
Livingston, New Jersey 07039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 740-5000
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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. [ ]
<PAGE>
PART I
Item 1. Business.
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On February 22, 1996 The CIT Group Securitization Corporation II (the
"Company") sold $236,250,000 aggregate principal amount of Class A 5.40% Asset
Backed Notes (the "Notes") and $13,750,000 aggregate principal amount of 5.85%
Asset Backed Certificates (the Certificates"). The Certificates have the benefit
of a Cash Collateral Account funded from the proceeds of a loan made by The
Dai-Ichi Kangyo Bank, Limited. The Notes and Certificates were offered for sale
to the public pursuant to a prospectus dated February 15, 1996 (the
"Prospectus").
The Certificates represent an ownership interest in the CIT RV Owner Trust
1996-A (the "Trust") and the Notes represent obligations of the Trust. The Trust
was created, and the Certificates were issued, pursuant to a Trust Agreement,
dated as of February 1, 1996 (the "Trust Agreement"), between the Company and
The Bank of New York (Delaware), as owner trustee (the "Owner Trustee"). The
Notes were issued pursuant to an Indenture, dated as of February 1, 1996 (the
"Indenture"), between the Trust and Harris Trust and Savings Bank, as Indenture
Trustee (the "Indenture Trustee").
The Trust's only business is to act as a passive conduit to permit
investment in a pool of retail consumer receivables.
Item 2. Properties.
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The property of the Trust consists of a pool of simple interest retail
installment sale contracts secured by the new and used recreational vehicles
financed thereby (the "Contracts").
All of the Contracts were acquired by the Company from The CIT Group/Sales
Financing, Inc. ("CITSF") pursuant to the terms of a Purchase Agreement, dated
as of February 1, 1996, and sold by the Company to the Trust pursuant to a Sale
and Servicing Agreement, dated as of February 1, 1996 (the "Sale and Servicing
Agreement"), among the Company, as seller, CITSF, as servicer, and the Trust.
Information related to the payment on the Contracts by the obligors under
the Contracts is set forth in the 1996 Annual Statement of Trust filed as
Exhibit 99.1 to this Annual Report on Form 10-K.
Item 3. Legal Proceedings.
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In June, 1995, a suit, Harvey Travis et al. v. The CIT Group Sales
Financing, Inc., et al., Civil Action No. CV-95-P-1544-S, was filed in the
United States District Court for the Northern District of Alabama, against
CITSF, its force-placed insurance carrier and another lender. Plaintiffs in this
action allege primarily that force-placed insurance coverage on manufactured
homes was placed by defendants in a manner which caused plaintiffs and other
borrowers to be charged or assessed for excessive premiums and that there was
inadequate disclosure regarding certain fees charged and commissions earned in
connection therewith. In their complaint, plaintiffs ask that a class action be
certified, with the class to be comprised of individuals against whom monetary
charges alleged to be excessive have been assessed and/or collected by CITSF
and/or the other defendants for the purchase of force-placed insurance in
connection with consumer installment transactions with CITSF and/or the other
defendants.
<PAGE>
The class allegations in the Travis suit have been dismissed. Mr. and
Mrs. Travis subsequently brought the same suit as individuals. This case has
been settled.
The registrant knows of no other material pending legal proceedings with
respect to the Trust or involving the Trust, the Owner Trustee, the Indenture
Trustee, the Company or CITSF.
Item 4. Submission of Matters to a Vote of Security Holders.
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No matter was submitted to a vote of Certificateholders during the fiscal
year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related
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Stockholder Matters.
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Other than one Certificate in the amount of 150,000 the Certificates and
Notes are held and delivered in book-entry form through the facilities of The
Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
As of January 2, 1997, 100% of the Notes were held in the nominee name of
Cede & Co. for 55 beneficial owners. As of January 2, 1997 98.9% of the
Certificates were held in the nominee name of Cede & Co. for 1 beneficial owner
and 1.1% of the Certificates were held in the form of a definitive Certificate
by an affiliate of the Company.
Item 9. Changes in and Disagreements with Accountants on
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Accounting and Financial Disclosure.
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None.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a) Exhibits:
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Exhibit Number Description
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19 Annual Accountants' Report with respect to the
servicing of the contracts by the Servicer,
pursuant to the Sale and Servicing Agreement.
99.1 Annual Officer's Certificate.
99.2 Management's Assertion.
99.3 1996 Annual Statement of Trust.
(b) Reports on Form 8-K:
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Current Reports on Form 8-K are filed each month. The
reports include as an exhibit, the Monthly Reports to
Certificateholders. Current Reports on Form 8-K dated
March 15, 1996; April 15, 1996; May 15, 1996; June 17,
1996; July 15, 1996; August 15, 1996; September 16, 1996;
October 15, 1996; November 15, 1996; December 16, 1996 and
January 15, 1997 were filed with the Securities and
Exchange Commission.
(c), (d) Omitted.
<PAGE>
SIGNATURES
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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.
CIT RV Owner Trust 1996-A
(Registrant)
By: The CIT Group/Sales
Financing, Inc., as Servicer
Dated: March 26, 1997 By: /s/ Frank Garcia
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Name: Frank Garcia
Title:Vice President
Exhibit 19
Independent Auditors' Report
The Board of Directors
The CIT Group/Sales Financing, Inc.:
We have examined management's assertion about The CIT Group/Sales Financing,
Inc. (the Company), a wholly owned subsidiary of The CIT Group Holdings, Inc.,
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended December 31, 1996 included in the
accompanying management assertion. Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1996 is fairly stated, in all material respects.
Management's assertion herein relates to the application of these minimum
servicing standards as they apply to loans serviced for others by the Company,
except for the GNMA Defaulted Manufactured Housing Master Subservicing contract.
Management has issued a separate assertion on the application of these minimum
servicing standards as they relate to the GNMA Defaulted Manufactured Housing
Master Subservicing contract. Such assertion states that the Company complied
with the aforementioned minimum servicing standards, except for certain items of
non-compliance relating solely to the GNMA Defaulted Manufactured Housing Master
Subservicing contract during a portion of the year ended December 31, 1996 which
primarily related to a subservicer and that the Company was in compliance with
all minimum servicing standards as of December 31, 1996. Our opinion on
management's assertion, dated March 12, 1997 related to the USAP minimum
servicing standards as applied to the GNMA Defaulted Manufactured Housing Master
Subservicing contract as of and for the year ended December 31, 1996 states that
their assertion is fairly stated, in all material respects.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
March 12, 1997
Exhibit 99.1
THE CIT GROUP/SALES FINANCING, INC.
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ANNUAL OFFICER'S CERTIFICATE
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The undersigned certifies that he is a Vice President of The CIT
Group/Sales Financing, Inc., a corporation organized under the laws of Delaware
("CITSF"), and that as such he is duly authorized to execute and deliver this
certificate on behalf of CITSF in connection with the Sale and Servicing
Agreement, dated as of February 1, 1996 (the "Agreement"), among CITSF, The CIT
Group Securitization Corporation II and The Bank of New York (Delaware), as
Owner Trustee (all capitalized terms used herein without definition having the
respective meanings specified in the Agreement), and further certifies that a
review of the activities of CITSF and of its performance of its obligations has
been made under his supervision and to the best of his knowledge, CITSF has
fulfilled its obligations under the Agreement.
IN WITNESS WHEREOF, I have affixed hereto my signature this 26th day
of March, 1997.
/s/ Frank Garcia
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Name: Frank Garcia
Title: Vice President
Exhibit 99.2
March 12, 1997
MANAGEMENT'S ASSERTION
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As of and for the year ended December 31, 1996, The CIT Group Sales/Financing,
Inc. (the Company), a wholly owned subsidiary of The CIT Group Holdings, Inc.
has complied in all material respects with the minimum servicing standards as
set forth in the Mortgage Bankers Association of America's Uniform Single
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Attestation Program for Mortgage Bankers. As of and for this same period, the
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Company had in effect a fidelity bond and errors and omissions policy in the
amount of $50 million and $5 million respectively.
Managements' assertion herein relates to the application of these minimum
servicing standards as they apply to loans serviced for others, except for the
GNMA Defaulted Manufactured Housing Master Subservicing.
THE CIT GROUP/SALES FINANCING, INC.
/s/ James J. Egan, Jr.
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James J. Egan, Jr.
President and Chief Executive Officer
/s/ Richard W. Bauerband
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Richard W. Bauerband
Executive Vice President
/s/ Christine L. Rielly
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Christine L. Reilly
Vice President and Controller
<PAGE>
MINIMUM SERVICING STANDARDS
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I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall:
- be mathematically accurate;
- be prepared within forty-five (45) calendar days after the
cutoff date;
- be reviewed and approved by someone other than the person
who prepared the reconciliation; and
- document explanations for reconciling items. These
reconciling items shall be resolved within ninety (90)calendar
days of their original identification.
2. Funds of the servicing entity shall be advanced in cases where
there is an overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts
and related bank clearing accounts within two business days of receipt (with the
exception of securitization servicing contracts for which custodial accounts are
not applicable).
2. Mortgage payments made in accordance with the mortgagor's loan
documents shall be posted to the applicable mortgagor records within two
business days of receipt.
3. Mortgage payments shall be allocated to principal, interest,
insurance, taxes or other escrow items in accordance with the mortgagor's
loan documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagor's or investor's records maintained by
the servicing entity.
<PAGE>
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received by
the servicing entity at least thirty (30) calendar days prior to these dates.
4. Any late payment penalties paid in conjunction with the payment of any
tax bill or insurance premium notice shall be paid from the servicing entity's
funds and not charged to the mortgagor, unless the late payment was due to the
mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports shall
agree with the canceled checks, or other form of payment, or custodial bank
statements.
6. Unissued checks shall be safeguarded so as to prevent unauthorized
access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or reconcile
to, investors' records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid principal
balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the
mortgagor's loan documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to mortgagors
in accordance with the applicable state laws. (A compilation of state laws
relating to the payment of interest on escrow accounts may be obtained through
the MBA's FAX ON DEMAND service. For more information, contact MBA).
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during the
period a loan is in default and shall be updated at least monthly. Such records
shall describe the entity's activities in monitoring delinquent loans including,
for example, phone calls, letters and mortgage payment rescheduling plans in
cases where the delinquency is deemed temporary (e.g., illness or unemployment).
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on
the servicing entity throughout the reporting period in the amount of coverage
represented to investors in management assertion.
Exhibit 99.3
Annual Statement of Trust
The CIT RV Owner Trust 1996-A
Class A 5.40 % Asset Backed Notes
5.85 % Asset Backed Certificates
Exhibit to 10K
For the Year Ending 12/31/96
1. Aggregate Principal & Interest Received on 68,066,285.34
Contracts
2. Aggregate Amount of Liquidation Proceeds 894,592.10
3. Repurchased Contracts 4,151.46
4. Aggregate Net Servicer Advances 170,794.93
5. Transfer from Capitalized Interest Account 815,983.02
6. Investment Earnings on Collection Account 18,183.01
7. Transfer from Prefunding Account 1,296.75
8. Aggregate Distribution made in respect of
Interest:
(a) Note Interest @ 5.40 % 10,560,502.67
(b) Certificate Interest @ 5.85 % 737,340.95
11,297,843.62
Total Interest Distributions
9. Aggregate Distribution made in respect of
Principal:
(a) Note Principal Distributions 50,731,795.83
(b) Certificate Principal Distributions 71.32
50,731,867.15
Total Principal Distributions
10. Aggregate Amounts paid to the Holder of GP 5,898,645.74
Interest
11. Aggregate Amounts paid to the Servicer 2,010,555.02
12. Aggregate Interest paid on Cash Collateral 32,375.08
Loan
Delinquency Information as of 12/31/96: Amount Number
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(a) 31-59 Days 2,907,233.75 100
(b) 60-89 Days 819,131.16 34
(c) 90 Days or more 514,757.33 21
Contracts Liquidated in 1996 2,265,140.16 82
