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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 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
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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: 33-99418
WFS FINANCIAL 1996-D OWNER TRUST
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EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0149603
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(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
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(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 5.
Page 1 of __.
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ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
On December 13, 1996 the Commission declared effective a Registration Statement
on Form S-1 (File No. 33-99418) (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), providing for the
issuance by the WFS Financial 1996-D Owner Trust (the "Trust") of the following
securities:
$115,000,000 of 5.50% Money Market Auto Receivable Backed Notes, Class A-1,
$110,000,000 of 5.80% Auto Receivable Backed Notes, Class A-2,
$220,000,000 of 6.05% Auto Receivable Backed Notes, Class A-3,
$50,950,000 of 6.30% Auto Receivable Backed Notes, Class A-4,
$49,050,000 of 6.40% 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 December 19, 1996. 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.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 1996, 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.
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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 following table reflects certain information regarding holders of record
(i.e., participants in the DTC System for which Certificates are held of record
by Cede & Co.) which beneficially own more than 5% of the Certificates. The
Registrant does not have any information as to whether the persons listed below
hold such Certificates for their own account, partially for their own account
and partial for the account of others or solely for the account of others.
<TABLE>
<CAPTION>
Name and Address Amount of Certificates Percent of Certificates
of Participant Beneficially Owned Beneficially Owned
- -------------- ------------------ ------------------
<S> <C> <C>
Bankers Trust Company 13,559,000 27.9%
Chase/Chemical 15,000,000 30.9%
Citibank 5,000,000 10.3%
First National Bank of Boston 10,000,000 20.6%
State Street Bank 5,000,000 10.3%
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have not been any transactions or series of transactions since the start
of the Trusts last fiscal year between the Trust and any Certificateholder which
is the beneficial owner of more than 5% of the Certificates, based upon the
outstanding balance of the certificates.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) The following documents are filed as part of this Report:
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C> <C>
20.1 Accountants' Report dated January 28, 1997
20.2 Annual Statement of Compliance by Master Servicer
dated January 24, 1997
20.3 consolidated financial statements of Financial
Security Assurance Inc. and subsidiaries as of
December 31, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996
(Incorporate by reference from the Annual Report on
Form 10-K of Financial Security Assurance Holdings
Inc. for the year ended December 31, 1996 (file #
1-12644) as filed on or about March 24, 1997)
23 Written Consent of Coopers & Lybrand, LLP
</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
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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.
WFS FINANCIAL 1996-D OWNER TRUST
BY: WFS FINANCIAL INC, as Master Servicer
Date: March 31, 1997 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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<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C>
20.1 Accountants' Report dated January 28, 1997
20.2 Annual Statement of Compliance by Master Servicer dated
January 24, 1997
20.3 consolidated financial statements of Financial Security Assurance
Inc. and subsidiaries as of December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996
(Incorporate by reference from the Annual Report on Form 10-K of
Financial Security Assurance Holdings Inc. for the year ended
December 31, 1996 (file # 1-12644) as filed on or about March 24,
1997)
23 Written Consent of Coopers & Lybrand, LLP
</TABLE>
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EXHIBIT 20.1
[ERNST & YOUNG LLP LETTERHEAD]
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, 1996 and the related consolidated
statements of income, shareholders' equity and cash flows for the year then
ended, and have issued our report thereon dated January 28, 1997.
In connection with our audit nothing came to our attention that caused us to
believe that WFS failed to comply with the terms, covenants, provisions or
conditions of either the Pooling and Servicing Agreements for WFS Financial
Auto Loans, Inc. dated June 1, 1993, September 1, 1993, December 1, 1993,
March 1, 1994, May 1, 1994, August 1, 1994, October 1, 1994, January 1, 1995,
March 1, 1995, June 1, 1995, September 1, 1995 or December 1, 1995, or the Sale
and Servicing Agreements for WFS Financial Auto Loans, Inc. dated March 1,
1996, June 1, 1996, September 1, 1996 or December 1, 1996 between Bankers Trust
Company 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 and Bankers Trust Company and should not be used for any other
purpose.
/S/ ERNST & YOUNG LLP
January 28, 1997
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EXHIBIT 20.2
[WFS FINANCIAL LETTERHEAD]
January 24, 1997
Chase Manhattan Bank of Delaware Standard & Poor's Ratings Services
1201 Market Street A division of McGraw-Hill, Inc.
Wilmington, Delaware 19801 25 Broadway
New York, NY 10004
Bankers Trust Company Moody's Investors Service, Inc.
4 Albany Street 99 Church Street
New York, New York 10015 New York, NY 10007
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Re: Annual Statement as to Compliance for
WFS Financial 1996-D Owner Trust
Dear Sir or Madam:
OFFICERS' CERTIFICATE
Pursuant to Section 4.10 of the Sale and Servicing Agreement ("Agreement") dated
as of December 1, 1996, 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 this Agreement 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 this Agreement
throughout such year and that no default under this Agreement has occurred.
/s/ LEE A. WHATCOTT /s/ MARK OLSON
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Lee A. Whatcott Mark Olson
Executive Vice President & Controller
Chief Financial Officer
cc: A. Katz, Esq.
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[COOPERS & LYBRAND LETTERHEAD]
COOPERS & LYBRAND L.L.P.
a professional services firm
CONSENT of INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in this annual report on From 10-K
(File No. 33-99418) of WFS Financial 1996-D Owner Trust of our report dated
January 24, 1997, on our audits of the consolidated financial statements of
Financial Security Assurance Inc. and Subsidiaries as of December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
New York, New YORK
March 28, 1997
