SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Pursuant to Section 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
For the fiscal year ended DECEMBER 31, 1998
_____________________ or
[ ] Transition Report Pursuant to Section 13 or 15d 15d of the Securities
Exchange Act of 1934 [Fee Required]
For the transition period from _____________ to ________
Commission file Number 333-21793
Harley-Davidson Eaglemark Motorcycle Trusts
(as Issuer of the Securities)
Eaglemark , Inc.
(as sponsor of the Trusts)
(Exact name of registrant as specified in its charter)
Nevada 88-292891
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4150 Technology Way
Carson City, Nevada 98706
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702)885-1200
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 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.
x Yes No
PART I
Item 2. Properties
See Exhibit 99.1 and Exhibit 99.2.
Item 3. Legal Proceedings
There were no legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Security Holders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder matters
There were 101 participants in the DTC system holding positions in the Cede
Certificates as of December 31, 1998.
The following were Noteholders and Certificateholders of record
as of the end of the reporting year.
Harley-Davidson Eaglemark Motorcycle Trust:
Series 1998-1 Class A-1 Cede & Co.
Series 1998-1 Class A-2 Cede & Co.
Series 1998-1 Certificates Cede & Co.
Series 1998-1 Certificates Eaglemark Customer Funding Corp. IV
Series 1998-2 Class A-1 Cede & Co.
Series 1998-2 Class A-2 Cede & Co.
Series 1998-2 Certificates Cede & Co.
Series 1998-2 Certificates Eaglemark Customer Funding Corp. IV
Series 1998-3 Class A-1 Cede & Co.
Series 1998-3 Class A-2 Cede & Co.
Series 1998-3 Certificates Cede & Co.
Series 1998-3 Certificates Eaglemark Customer Funding Corp. IV
There is no established public trading market for the Notes or Certificates.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures Information required by Item 304 of Reg. S-K.
There were no changes in and/or disagreements with Accountants on
Accounting and Financial Disclosures.
PART IV
Item 12. Security Ownership of Certain Beneficial Owners and Management
(3) Amount at original
(2)Name and issuance and nature of
Address of beneficial own(4) Percent
(1) Title of Class Beneficial Holder (in thousands)of Class
Eaglemark Series Bankers Trust Company 155,000 0.2%
1998-1 Class A-1 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Boston Safe Deposit 9,000,000 9.0%
1998-1 Class A-1 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA
Eaglemark Series Citibank, N.A. 560,000 0.6%
1998-1 Class A-1 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series SSB - Custodian 6,445,000 6.4%
1998-1 Class A-1 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series Chase Manhattan Bank 750,000 0.8%
1998-1 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Bank of New York (The) 35,565,000 35.6%
1998-1 Class A-1 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Advest Inc 460,000 0.5%
1998-1 Class A-1 90 Statehouse Sq
Hartford, CT 06103
Eaglemark Series American Express Trust Company 235,000 0.2%
1998-1 Class A-1 1200 Northstar West
Minneapolis, MN 55440
Eaglemark Series Sanford C. Bernstein & Co, Inc 1,520,000 1.5%
1998-1 Class A-1 C/O ADP Proxy Services
Eaglemark Series Comerica Bank 225,000 0.2%
1998-1 Class A-1 Cap. Chg./proxy 7CBB/MC 3530
Detroit, MI 48275-3530
Eaglemark Series Fleet Bank of Masssachussetts, NA 95,000 0.1%
1998-1 Class A-1 Fleet Services Corp
2nd Floor NYROT02B
Rochester, NY 14638
Eaglemark Series Huntington National Bank 2,055,000 2.1%
1998-1 Class A-1 41 South High Street
Columbus, OH 43287
Eaglemark Series Inv Bank / Inst Cust 185,000 0.2%
1998-1 Class A-1 200 Clarendon Street
Boston, MA 02116
Eaglemark Series Amalgamated Bank of New York 170,000 0.2%
1998-1 Class A-1 11-15 Union Square West
New York, NY 10003
Eaglemark Series Chase Manhattan Bank 245,000 0.2%
1998-1 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Firststar Trust Company 210,000 0.2%
1998-1 Class A-1 777 E Wisconsin Ave
Milwaukee, WI 53202
Eaglemark Series First Union National Bank 150,000 0.2%
1998-1 Class A-1 1525 West W. T.
Harris Blvd 3A4
Charlotte, NA 28288
Eaglemark Series Imperial Trust Company 575,000 0.6%
1998-1 Class A-1 201 North Figueroa Street, Ste 610
Los Angeles, CA 90012
Eaglemark Series Keybank National Association 55,000 0.1%
1998-1 Class A-1 4900 Tiedeman Road
Brooklyn, OH 44144
Eaglemark Series Kirkpatrick, Pettis, Smith, Polia 165,000 0.2%
1998-1 Class A-1 10250 Regency Circle, Ste 400
Omaha, NE 68114
Eaglemark Series Mesirow Financial, Inc 75,000 0.1%
1998-1 Class A-1 350 N Clark Street 2nd Floor
Chicago, IL 60610
Eaglemark Series NBD Municipal Bond Department 35,000,000 35.0%
1998-1 Class A-1 611 Woodward Avenue
Detroit, MI 48226
Eaglemark Series Prudential Securities Incorporate 60,000 0.1%
1998-1 Class A-1 51 Mercedes Way
Edgewood, NY 11717
Eaglemark Series Summit Bank Trust Account 1,000,000 1.0%
1998-1 Class A-1 210 Main Street
Hackensack, NJ 07601
Eaglemark Series Wells Fargo Bank, N A 330,000 0.3%
1998-1 Class A-1 26610 West Agoura Road
Calabasas, CA 91307
Eaglemark Series Fifth Third Bank (The) 25,000 0.0%
1998-1 Class A-1 38 Fountain Square Plaza
Cincinnati, OH 45263
Eaglemark Series LaSalle National Bank 50,000 0.1%
1998-1 Class A-1 C/O ADP Proxy Services
Eaglemark Series National City Bank 75,000 0.1%
1998-1 Class A-1 1900 East 9th Street
Cleveland, OH 44114
Eaglemark Series Northern Trust Company (The) 2,660,000 2.7%
1998-1 Class A-1 801 S Canal
Chicago, IL 60607
Eaglemark Series U.S. Bank National Association 530,000 0.5%
1998-1 Class A-1 601 Second Avenue South
Minneapolis, MN 55402
Eaglemark Series Wilmington Trust Company 1,375,000 1.4%
1998-1 Class A-1 Rodney Square North
1100 North Maket Street
Wilmington, DE 19890-0001
Eaglemark Series Bankers Trust Company 19,500,000 39.3%
1998-1 Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series SSB - Custodian 6,030,000 12.2%
1998-1 Class A-2 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series Boston Safe Deposit 690,000 1.4%
1998-1 Class A-2 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA
Eaglemark Series Chase Manhattan Bank 1,640,000 3.3%
1998-1 Class A-2 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Bank of New York (The) 915,000 1.8%
1998-1 Class A-2 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Advest Inc 110,000 0.2%
1998-1 Class A-2 90 Statehouse Sq
Hartford, CT 06103
Eaglemark Series American Express Trust Company 50,000 0.1%
1998-1 Class A-2 1200 Northstar West
Minneapolis, MN 55440
Eaglemark Series Sanford C. Bernstein & Co, Inc 1,320,000 2.7%
1998-1 Class A-2 C/O ADP Proxy Services
Eaglemark Series Fleet Bank Masssachussetts, NA 90,000 0.2%
1998-1 Class A-2 Fleet Services Corp
2nd Floor NYROT02B
Rochester, NY 14638
Eaglemark Series Amalgamated Bank of New York 25,000 0.1%
1998-1 Class A-2 11-15 Union Square West
New York, NY 10003
Eaglemark Series Chase Manhattan Bank 90,000 0.2%
1998-1 Class A-2 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series First Union National Bank 65,000 0.1%
1998-1 Class A-2 1525 West W. T.
Harris Blvd 3A4
Charlotte, NA 28288
Eaglemark Series Kirkpatrick, Pettis, Smith, Polia 25,000 0.1%
1998-1 Class A-2 10250 Regency Circle, Ste 400
Omaha, NE 68114
Eaglemark Series Prudential Securities Incorporate 105,000 0.2%
1998-1 Class A-2 51 Mercedes Way
Edgewood, NY 11717
Eaglemark Series Wells Fargo Bank, N A 60,000 0.1%
1998-1 Class A-2 26610 West Agoura Road
Calabasas, CA 91307
Eaglemark Series Northern Trust Company (The) 5,765,000 11.6%
1998-1 Class A-2 801 S Canal
Chicago, IL 60607
Eaglemark Series U.S. Bank National Association 80,000 0.2%
1998-1 Class A-2 601 Second Avenue South
Minneapolis, MN 55402
Eaglemark Series Bank of America Personal Trust 75,000 0.2%
1998-1 Class A-2 555 S Flower Street, Level C
Los Angeles, CA 90071
Eaglemark Series CIBC Oppenheimer Corp 255,000 0.5%
1998-1 Class A-2 1 Battery Park Plaza
New York, NY 10004
Eaglemark Series Fiduciary Trust Company Intl 160,000 0.3%
1998-1 Class A-2 Two World Trade Center, 96th Floor
New York, NY 10048-0772
Eaglemark Series Bank One Trust Company NA 55,000 0.1%
1998-1 Class A-2 235 W Schrock Road
Westerville, OH 43081
Eaglemark Series Chase Bank of Texas, NA 25,000 0.1%
1998-1 Class A-2 P.O. Box 2558
Houston, TX 77252-2558
Eaglemark Series Crestar Bank 75,000 0.2%
1998-1 Class A-2 P.O. Box 26246
Richmond, VA 23260
Eaglemark Series Morgan, Keegan & Company 75,000 0.2%
1998-1 Class A-2 50 North Front Street
Memphis, TN 38103
Eaglemark Series SSB - Trust Custody 10,000,000 20.2%
1998-1 Class A-2 225 Franklin Street
Boston, MA 02110
Eaglemark Series UMB Bank, National Association 70,000 0.1%
1998-1 Class A-2 P.O. Box 419260
Kansas City, MO 64141-6260
Eaglemark Series Norwest Bank Minnesota, NA 355,000 0.7%
1998-1 Class A-2 733 Marquette Avenue
Minneapolis, MN 55479-0056
Eaglemark Series PNC Bank, NA 120,000 0.2%
1998-1 Class A-2 1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
Eaglemark Series SG Cohen Securities Corp 60,000 0.1%
1998-1 Class A-2 560 Lexington Avenue
New York, NY 10022
Eaglemark Series Union Bank of California, NA 1,500,000 3.0%
1998-1 Class A-2 P.O. Box 109
San Diego, CA 92112-4103
Eaglemark Series Wachovia Bank, NA 215,000 0.4%
1998-1 Class A-2 100 N Main Street
Winston-Salem, NC 27150
Eaglemark Series Northern Trust Company (The) 5,148,000 49.5%
1998-1 Certificate 801 S Canal
Chicago, IL 60607
Eaglemark Series Chase Manhattan Bank 5,148,000 49.5%
1998-1 Certificate 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Bank of New York (The) 10,500,000 12.1%
1998-2 Class A-1 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Chase Manhattan Bank 5,000,000 5.7%
1998-2 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Bank One Trust Company NA 500,000 0.6%
1998-2 Class A-1 235 W Schrock Road
Westerville, OH 43081
Eaglemark Series SSB - Custodian 38,900,000 44.7%
1998-2 Class A-1 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series Fifth Third Bank (The) 2,000,000 2.3%
1998-2 Class A-1 38 Fountain Square Plaza
Cincinnati, OH 45263
Eaglemark Series Bankers Trust Company 100,000 0.1%
1998-2 Class A-1 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Boston Safe Deposit 8,000,000 9.2%
1998-2 Class A-1 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA
Eaglemark Series Northern Trust Company (The) 21,350,000 24.5%
1998-2 Class A-1 801 S Canal
Chicago, IL 60607
Eaglemark Series Wachovia Bank, NA 650,000 0.7%
1998-2 Class A-1 100 N Main Street
Winston-Salem, NC 27150
Eaglemark Series Bankers Trust Company 1,500,000 4.3%
1998-2 Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Bankers Trust/First Union 7,000,000 19.9%
1998-2 Class A-2 16th Wall Street, 5th Floor
New York, NY 10005
Eaglemark Series Citibank, N.A. 5,000,000 14.2%
1998-2 Class A-2 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series Bank of New York (The) 3,000,000 8.5%
1998-2 Class A-2 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Bank One Trust Company NA 6,500,000 18.5%
1998-2 Class A-2 235 W Schrock Road
Westerville, OH 43081
Eaglemark Series Chase Manhattan Bank 2,200,000 6.3%
1998-2 Class A-2 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series SSB - Custodian 10,000,000 28.4%
1998-2 Class A-2 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series Chase Manhattan Bank 3,861,000 49.5%
1998-2 Certificate 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series Bankers Trust Company 3,861,000 49.5%
1998-2 Certificate 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series SSB - Custodian 11,500,000 11.0%
1998-3 Class A-1 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series ABN AMRO Inc / Bond Trading 22,500,000 21.4%
1998-3 Class A-1 181 W Madison
Chicago, IL 60603
Eaglemark Series Bankers Trust Company 1,000,000 1.0%
1998-3 Class A-1 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Boston Safe Deposit 3,500,000 3.3%
1998-3 Class A-1 and Trust Company
c/o Mellon Bank N.A.
Three Mellon Center
Room 153-3015
Pittsburgh, PA
Eaglemark Series Citibank, N.A. 375,000 0.4%
1998-3 Class A-1 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series Northern Trust Company (The) 1,900,000 1.8%
1998-3 Class A-1 801 S Canal
Chicago, IL 60607
Eaglemark Series Bank of New York (The) 2,500,000 2.4%
1998-3 Class A-1 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Bank of America Personal Trust 500,000 0.5%
1998-3 Class A-1 555 S Flower Street, Level C
Los Angeles, CA 90071
Eaglemark Series Chase Manhattan Bank 50,275,000 47.9%
1998-3 Class A-1 4 New York Plaza
Proxy Dept. 13th Floor
New York, NY 10004
Eaglemark Series NBD Municipal Bond Department 10,000,000 9.5%
1998-3 Class A-1 611 Woodward Avenue
Detroit, MI 48226
Eaglemark Series PNC Bank, NA 750,000 0.7%
1998-3 Class A-1 1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
Eaglemark Series Wachovia Bank, NA 200,000 0.2%
1998-3 Class A-1 100 N Main Street
Winston-Salem, NC 27150
Eaglemark Series Bank One Trust Company NA 5,000,000 11.0%
1998-3 Class A-2 235 W Schrock Road
Westerville, OH 43081
Eaglemark Series Bankers Trust Company 20,400,000 44.9%
1998-3 Class A-2 648 Grassmere Park Drive
Nashville, TN 37211
Eaglemark Series Citibank, N.A. 16,000,000 35.2%
1998-3 Class A-2 P.O. Box 30576
Tampa, FL 30576
Eaglemark Series Salomon Smith Barney Inc. 2,000,000 4.4%
1998-3 Class A-2 333 W 34th Street
New York, NY 10001
Eaglemark Series SSB - Custodian 2,000,000 4.4%
1998-3 Class A-2 Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105
Eaglemark Series Bank of New York (The) 4,752,000 49.5%
1998-3 Certificate 925 Patterson Road
Secaucus, NJ 07094
Eaglemark Series Northern Trust Company (The) 4,752,000 49.5%
1998-3 Certificate 801 S Canal
Chicago, IL 60607 2
Item 13. Certain Relationships and Related Transactions.
There has not been, and there is not currently proposed, any transactions
or series or transactions, to which any of the Trust, the Registrant,
the Trustee or the Servicer is a party with any Noteholder who, to the
knowledge of the Registrant and Servicer, owns of record or beneficially
more than five percent of the Notes.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Not Applicable
2. Not Applicable
3. Exhibits
99.1 Annual Summary Statement
99.2 Annual Statement as to Compliance.
99.3 Annual Independent Public
Accountant's Servicing Report.
(b) Reports on Form 8-K
The Registrant has filed Current Reports on Form 8-K
with the Securities and Exchange Commision dated May 15, 1998
June 15, 1998, July 15, 1998, August 17, 1998, September 15, 1998
October 15, 1998, November 16, 1998 and December 15, 1998.
(c) See (a) 3 above
(d) Not Applicable
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.
Harley-Davidson Eaglemark Motorcycle Trusts
Eaglemark, Inc.
(as sponsor of the Trusts)
By: /s/ Donna Zarcone
Vice President and Chief Financial Officer
Date:March 19, 1998
EXHIBIT INDEX
Exhibit Number Description
99.1 Annual Summary Statement
99.2 Annual Statement of Compliance
99.3 Report of Independent Accountants
EXHIBIT 99.1 -- Summary of Aggregate Amounts or End of Year
Amounts for the period ending December 31, 1998
Harley-Davidson Eaglemark Motorcyle Trust 1998-1
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 116,868,026.95
Principal Collections 42,002,765.21
Interest Collections 12,903,231.51
Liquidation Proceeds 551,926.57
Realized Losses 584,921.29
Servicer Fees 980,293.76
Trustee Fees 9,505.37
Class A-1 Balance 60,720,961.18
Class A-2 Balance 49,600,000.00
Certificate Balance 10,400,000.00
Class A -1 Principal 39,279,038.82
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 3,018,646.07
Class A-2 Interest 1,857,768.00
Certificate Interest 421,009.33
30 Delinquent % 2.909%
60 Delinquent % 0.961%
90 Delinquent % 0.616%
Harley-Davidson Eaglemark Motorcyle Trust 1998-2
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 107,830,153.58
Principal Collections 21,604,067.65
Interest Collections 6,896,766.85
Liquidation Proceeds 136,804.12
Realized Losses 379,950.82
Servicer Fees 535,049.77
Trustee Fees 5,457.45
Class A-1 Balance 68,401,517.79
Class A-2 Balance 35,200,000.00
Certificate Balance 7,800,000.00
Class A -1 Principal 18,598,482.21
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 1,720,590.07
Class A-2 Interest 774,840.01
Certificate Interest 185,152.50
30 Delinquent % 3.177%
60 Delinquent % 0.962%
90 Delinquent % 0.704%
Harley-Davidson Eaglemark Motorcyle Trust 1998-3
Summary of Aggregate Amounts or End of Year Amounts
Pool Balance 153,637,893.23
Principal Collections 6,368,571.43
Interest Collections 2,318,863.69
Liquidation Proceeds 0.00
Realized Losses 0.00
Servicer Fees 197,795.34
Trustee Fees 2,383.52
Class A-1 Balance 102,803,780.92
Class A-2 Balance 45,400,000.00
Certificate Balance 9,600,000.00
Class A -1 Principal 2,196,219.08
Class A-2 Principal 0.00
Certificate Principal 0.00
Class A -1 Interest 331,362.50
Class A-2 Interest 143,804.50
Certificate Interest 39,760.00
30 Delinquent % 0.824%
60 Delinquent % 0.183%
90 Delinquent % 0.008%
EXHIBIT 99.2 -- Servicer's Annual Statement of Compliance
Re: Certificate required by Section 9.05 of the Sale and
Servicing Agreement by and among Eaglemark Customer
Funding Corporation-IV, as Trust Depositor, Eaglemark, Inc.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust - 1998-1
To the Trustees, the Placement Agent and the Rating Agencies:
Please be advised that under the supervision of the undersigned officer, the
Servicer has made a review of its activities during the prior calendar year and
of its performance under the Sale and Servicing Agreement. To such officer's
knowledge, based on such review the Servicer has fully performed all its
obligations under this Sale and Servicing Agreement.
EAGELEMARK, INC.
as Servicer
By: /s/ Perry A. Glassgow
Perry A. Glassgow
Vice President
Re: Certificate required by Section 9.05 of the Sale and
Servicing Agreement by and among Eaglemark Customer
Funding Corporation-IV, as Trust Depositor, Eaglemark, Inc.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust - 1998-2
To the Trustees, the Placement Agent and the Rating Agencies:
Please be advised that under the supervision of the undersigned officer, the
Servicer has made a review of its activities during the prior calendar year and
of its performance under the Sale and Servicing Agreement. To such officer's
knowledge, based on such review the Servicer has fully performed all its
obligations under this Sale and Servicing Agreement.
EAGELEMARK, INC.
as Servicer
By: /s/ Perry A. Glassgow
Perry A. Glassgow
Vice President
Re: Certificate required by Section 9.05 of the Sale and
Servicing Agreement by and among Eaglemark Customer
Funding Corporation-IV, as Trust Depositor, Eaglemark, Inc.
as Servicer, and Harris Trust and Savings Bank,
as Indenture Trustee for Harley-Davidson Eaglemark Motorcycle Trust - 1998-3
To the Trustees, the Placement Agent and the Rating Agencies:
Please be advised that under the supervision of the undersigned officer, the
Servicer has made a review of its activities during the prior calendar year and
of its performance under the Sale and Servicing Agreement. To such officer's
knowledge, based on such review the Servicer has fully performed all its
obligations under this Sale and Servicing Agreement.
EAGELEMARK, INC.
as Servicer
By: /s/ Perry A. Glassgow
Perry A. Glassgow
Vice President
EXHIBIT 99.3 -- Report of the Independent Auditors
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Auditors' Report on Compliance
To the Board of Directors of Eaglemark, Inc.
We have audited, in accordance with generally accepted auditing standards,
the consolidated balance sheet of Eaglemark Financial Services, Inc. (the
Company) and subsidiaries as of December 31, 1998, 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
15, 1999.
In connection with our audit, nothing came to our attention that caused
us to believe that the Company failed to comply with the terms, covenants,
provisions, or conditions of the various servicing agreements (the
Servicing Agreements) detailed in Exhibit A attached, insofar as they
relate to accounting matters. However, our audit was not directed
primarily toward obtaining knowledge of such noncompliance.
As part of our audit, our procedures included the following pertaining to
the documents and records relating to the servicing of motorcycle,
marine and recreational vehicle conditional sales contracts (the
Pools") under the Servicing Agreements:
1. We mathematically recomputed (on a test basis):
a. the amount and percentage of losses realized on the Pools;
b. servicing and other fees and excess interest earned by the
Company;
c. interest due and paid to the certificateholders
2We agreed the cash flows from customer payments to bank
statements and other records provided by the Company for a
test month.
3We gained an understanding of the assumptions inherent in
these calculations.
Our procedures were performed on a sample of Pools judgmentally
selected from the population of Pools serviced for others by the
Company under the Servicing Agreements. Our selection was not designed
to specifically include Pools from every agreement listed on Exhibit A.
This report is intended solely for the use of Company, Eaglemark, Inc.,
and the parties named within the Servicing Agreements and should not
be used for any other purpose.
Ernst & Young
15-Jan-99
EXHITBIT A
Securitization Trusts as of December 31, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1998-3 - Sale and
Servicing Agreement dated November 1, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1998-2 - Sale and
Servicing Agreement dated July 1, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1998-1- Sale and
Servicing Agreement dated April 1, 1998
Harley-Davidson Eaglemark Motorcycle Trust 1997-3 - Sale and
Servicing Agreement dated October 1, 1997
Harley-Davidson Eaglemark Motorcycle Trust 1997-2 - Sale and
Servicing Agreement dated July 1, 1997
Harley-Davidson Eaglemark Motorcycle Trust 1997-1- Sale and
Servicing Agreement dated April 1, 1997
Harley-Davidson Eaglemark Owner Trust 1996-3 - Sale and
Servicing Agreement dated October 1, 1996
Eaglemark Trust 1996-2 - Pooling and Servicing Agreement
dated June 7, 1996
Eaglemark Trust 1996-1 - Pooling and Servicing Agreement
dated February 23, 1996
Eaglemark Trust 1995-2 - Pooling and Servicing Agreement
dated August 30, 1995
Eaglemark Trust 1995-1 - Pooling and Servicing Agreement
dated April 1, 1995
Eaglemark Trust 1995-B - Pooling and Servicing Agreement
dated November 15, 1995
Eaglemark Trust 1995-A - Pooling and Servicing Agreement
dated September 7, 1995
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Eaglemark, Inc.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Eaglemark, Inc.(the Company), the Servicer of Harley-Davidson
Eaglemark Motorcycle Trust 1998-1 (the Trust), Harris Trust and Savings
Bank (Harris), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist Harris and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated April 1, 1998 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, Harris, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the randomly selected month of October 1998, we obtained from the
Company's financial management a copy of the Monthly Report dated November
15, 1998, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the November
Monthly Report dated October 15, 1998 (Prior Monthly Report) and the
October Monthly Report dated September 15, 1998 (Second Prior Monthly
Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
A1 Compared the amount/rate to the Prior Monthly Report and found such
amount/rate to be in agreement.
A2 Compared the rate to the Second Prior Monthly Report and found such
rate to be in agreement.
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Harris Trust Department November
1998 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
D Compared the amount to a copy of the Harris Trust Department
November 1998 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a copy of the Harris Trust Department November
1998 collection account bank statement provided by the Company's
financial management and found such amount to be in agreement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a)Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(c)Recomputed and agreed amount based on applicable amounts shown in the
Company's accounting records.
R(d)Recomputed and agreed rate based on applicable amounts and rates shown
in the Monthly Report and Agreement.
SSACompared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
or had we conducted an examination of the Monthly Report, other matters
might have come to our attention that would have been reported to you.
Except as otherwise provided herein, we have performed no procedures on the
information or the documents provided to us to verify such information was
complete and accurate.
This letter is intended solely for the use of the Company, Harris, and
Wilmington, and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures
for their purposes.
Ernst & Young LLP
3/22/99
Harley-Davidson Eaglemark Motorcycle Trust 1998-1
$100,000,000 5.81% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
$49,600,000 5.94% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
$10,400,000 6.42% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date November 15, 1998
A. Calculation of the Monthly Principal Tickmarks
1. A. Principal Balance of the Contracts as of the first day of the Due Period
preceding the Due Period in which the Payment Date Occurs, plus 130570156.94B
B. Prefunded Amount on such day referred to in 1.A. above 0.00Z
Sum of 1.A and 1.B 130570156.94F
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 125481171.31B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 0.00Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00Z
Sum of 2.A, 2.B, and 2.C 125481171.31F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 5088985.63R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 1348868.62B
D. Calculation of Note Monthly Principal Distributable Amount
1.Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the prin amount of the Class A-1 Notes is reduced to zero 1.00SSA
b .On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 100% until the principal amount of the Class
A-2 Notes has been reduced to zero 100%SSA
c. After the principal amount of the Class A-2 Notes have been reduced
to zero 0%SSA
2.Principal Distributable Amount (from B) 5088985.63R(a)
3.Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 NotesPrincipal Balance is zero) 5088985.63R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 NotesPrincipal Balance is zero) 0.00R(a)
c. Note Principal Carryover Shortfall 0.00A1
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the Sale and Servicing Agreement 0.00Z
e. Note Monthly Principal Distributable Amount (the sum of items 5088985.63F
3 (a), 3 (b) and 3 (c)
E. Calculation of Note Monthly Interest Distributable Amount
1.Class A-1 Interest Rate 5.81%SSA
2.Class A-2 Interest Rate 5.94%SSA
3.One-twelfth of the Class A-1 Interest Rate time the Class A-1 Note Balance
from and including the fifteenth day of the month based on a 360-day
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excluding the
fifteenth day of the month of the current Distribution Date 341677.18R(a)
4.One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note Balance
from and including the fifteenth day of the month based on a 360-day
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excluding the
fifteenth day of the month of the current Distribution Date 245520.00R(a)
5.Interest Carryover Shortfall for such Distribution Date 0.00Z
6.Note Monthly Interest Distributable Amount (the sume of items 3,
4, 5) 587197.18F
F. Calculation of Note Monthly Distributable Amount (sum of D.3 5676182.81R(a)
plus E.6.)
F1.The remaining Class A-1 Certificate Balance after giving effect to
the Distribution of Monthly Principal on such Distribution Date 65481171.31R(a)
F2.The remaining Class A-2 Certificate Balance after giving effect to
the distribution of Monthly Principal on such Distribution Date 49600000.00R(a)
G. Calculation of Certificate Principal Distributable Amount
1.Certificate Balance 10400000.00B
2.Available Principal 0.00Z
3.Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Prin Amount of the Class A-2 Notes is reduced to zero 0.00%SSA
b. on any Distribution Date to but excluding the Distribution Date on which
the Principal Amount of the Class A-2 Notes is reduced to zero 0.00%SSA
c. thereafter 100%SSA
4(aAvailable Principal multiplied by the Certificate Percentage for such
Distribution Date 0.00R(a)
(b)Certificate Principal Carryover Shortfall for such Date 0.00A1
5.Certificate Principal Distributable Amount (the sum of 4. (a) 0.00F
H. Calculation of Certificate Interest Distributable Amount
1.Certificate Pass-Through Rate 6.42%SSA
2(aOne-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately proceding Distribution Date, after giving effect to
all payments of principal to the Certificateholders and such preceding
Distribution Date on the original Principal Amount of the Certificates)
based on a 360-day year of 12 months and 30 days each. 55640.00R(a)
2(bCertificate Interest Carryover Shortfall for such Date 0.00A1
3.Certificate Interest Distributable Amount (sum of 2.(a) and 2 55640.00F
I. Calculation of Certificate Distributable Amount (sum of G.5 a 55640.00R(a)
J. Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1 and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 108808.46R(a)
2. Late Payment Fees for such Distribution Date 0.00Z
3. Extension Fees for such Distribution Date 0.00Z
4. Other Fees 0.00Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .009 and the Principal Balance of
the Contracts as of the beginning of the related Due Period and
Pre-Funded Amount as of the beginning of such Period; provided
however, in no event shall such fee be less than 200.00 per month 979.28R(a)
K. Calculation of the Available Funds for Such Payment Date
1. The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i)Principal 4966161.52B
(ii)Interest & Fees 1348868.62B
b. All Net Liquidation Proceeds 77053.68B
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 0.00Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 135300.31B
e. All amounts paid by the Seller in connection with an optional repurchase
of the Contracts described in Section 7.10 of the Sale and Servicing
Agreement 0.00Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 0.00Z
g. All amounts received in respect of interest, dividends, gains, income
and earnings on investments of funds in the Trust Accounts as
contemplated in Section 5.05 (b) (vii) of the Sale and Servicing 44909.70B
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 6572293.83F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clasues (ii) through (iv) of Section 7.05 (a) of the
Sale and Serviceing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 113644.55E
b. Amounts to be paid to the Servicer in respect of the Monthly Servicing
Fee for the related Due Period 108808.46E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 979.28E
d. Amounts to be paid related to Other Fees 0.00Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Specify Excess Funds 617038.73E
f. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing Agreement
with respect to the related Due Period (sum of a. through e.) 840471.02F
3. The Available Funds for such Distribution Date (1h minus 2f) 5731822.81R(a)
4.The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on such Distribution 0.00Z
L. The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F. and the
Certificate Distributable Amount as set forth in I.). 0.00R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the Certificate Distibutable
Amount for such Distribution Date, if no Shortfall,
to Trust Depositor 129571.29D
N. Interest Earnings on the Reserve Fund 18323.49C
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 0.00Z
2. The amount on deposit in the Reserve Fund after giving effect
to deposits and withdrawals therefrom on such Distribution Date 3984253.92B
P. The Reserve Fund Requisite Amount for such distribution Date is
2.50 of the Principal Balance of the Contracts in the Trust as of the
first day of the immediately preceding Due Period plus 720,000 initial deposit
set for the Certificate class, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
(3) consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00 of the Principal Balance of the Contracts in the Trust as of the
first day of the immediately preceding Due Period and 720,000. 3984253.92R(d)
Q. The Pool Factor
1. The Class A-1 Note Factor before such Distribution Date 70.5701569%R(d)
2. The Class A-2 Note Factor before such Distribution Date 100%R(d)
3. The Certificate Class Pool Factor before such Distribution Date 100%R(d)
4.The Class A-1 Note Factor after such Distribution Date 65.4811713%R(d)
5.The Class A-2 Note Factor after such Distribution Date 100%R(d)
6.The Certificate Class Pool Factor after such Distribution Date 100%R(d)
R. Delinquent Contracts
1. 31-59 Days 274 2917101.80R(C)
2. 60-89 Days 76 815180.89R(C)
3. 90 or More Days 40 506356.30R(C)
S. Liquidated Contracts
1. Total Liquidated Contracts 13 146706.43B
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 77053.68B
4. Liquidation Expenses for the Due Period 0.00Z
5. Net Liquidation Proceeds for the Due Period 77053.68F
6. Net Liquidation Losses for the Due Period 69652.75B
T. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 113644.55A1
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 113644.55A1
3. Amount of Delinquent Interest for such Distribution Date 0.00Z
4. Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required by
Section 7.03 of the Sale and Servicing Agreement) 135300.31B
5. Total of unreimbursed Advances after new Advances on such Distribution Date
135300.00F
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0.00Z
2. Principal Amount of such Contracts 0.00Z
3. Related Repurchase Price of such Contracts 0.00Z
V. Contracts
1. Number of Contracts as of beginning of Due Period 11972.00B
2. Principal Balance of Contracts as of beginning of Due Period 130570156.94B
3. Number of Contracts as of end of Due Period 11652.00B
4. Principal Balance of Contracts as of end of Due Period 125481171.31B
5. Prefunded Amount as of Beginning of Due Period 0.00Z
6. Prefunded Amount as of End of Due Period 0.00Z
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00Z
2. Interest received into Interest Reserve Account 0.00Z
3. Carrying Charges, if any, to be paid on upcoming Distribution 0.00Z
4. Interest Reserve Amount as of Upcoming Distribution Date 0.00Z
X. Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the Cutoff
Date through the end of the related Due Period. 311749.30B
B. The sum of the Principal Balance of the Contracts as of the Cutoff Date
plus the Principal Balance of any Subsequent Contracts as of the
related Subsequent Cutoff Date. 160000000.00B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient of A.
divided by B., expressed as a percentage). 0.19R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that were
delinquent 60 days or more as of the end of the Due Period). 1321537.19B
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due Period
for such Distribution Date. 1.01R(a)
C. The Delinquency Ratio for the prior Distribution Date. 0.74A1
D. The Delinquency Ratio for the second prior Distribution Date 0.50A2
E. The Average Delinquency Ratio (the arithmetic average of B. 0.75R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 69652.75B
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation Losses
for all Contracts that became Liquidated Contracts during the immediately
preceding Due Period multiplied by twelve by (y) the outstanding Principal
Balances of all Contracts as of the beginning of the Due Period) for such
Distribution Date 0.64R(a)
C. The Loss Ratio for the prior Distribution Date. 1.34A1
D. The Loss Ratio for the second prior Distribution Date. 0.38A2
E. The Average Loss Ratio (the arithmetic average of B. through 0.79R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or= (i)
2.50 with repsect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00 with respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50 for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date, or (iv)
4.00 for any Distribution Date following the third anniversary date
of the Closing Date. 1.00R(a)
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 2.75 with respect
to any Distribution Date which occurs within the period from the Closing
Date to, and inclusive of, the eighteen months following the Closing
date or (ii) 3.25 with respect to any Distribution Date which occurs
folowing the eighteen month period following the Closing Date 1.00R(a)
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) .75
with respect to any Distribution Date which occurs within the period
from the Closing Date to, and inclusive of, the first anniversary of
the Closing Date, (ii) 1.50 with respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to, and inclusive of, the second anniversary
of the Closing Date, (iii) 2.00 for any Distribution Date which
occurs within the period from the day afteer the second anniversary
of the Closing Date to, and inclusive of, the third anniversary of
the Closing Date, or (iv) 2.50 following the third anniversary 1.00R(a)
Liquidated Contracts:
PrincipalInterest
1519206.00Birmingha 21042.43 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
3958917.00Patrick 7574.28 475.75
6500076.00Wells 8500.00 693.63
10725504.00Hall 10110.65 616.81
24897089.00Huelskamp 8000.00 699.51
45328374.00Queen 14854.70 153.84
66455638.00Lasiter 8575.15 572.36
22361092.00Mellen 4761.54 225.86
64575784.00Dye 5051.94 127.44
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
2643821.00Wanjura 14294.70 0.00
39791370.00Wilson 16820.00 0.00
25208802.00Miller 17872.00 1145.76
9104205.00Napier 4384.52 153.56
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
141841.91 4864.52
146706.43B
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Eaglemark, Inc.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Eaglemark, Inc.(the Company), the Servicer of Harley-Davidson
Eaglemark Motorcycle Trust 1998-2 (the Trust), Harris Trust and Savings
Bank (Harris), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist Harris and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated July 1, 1998 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, Harris, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the randomly selected month of October 1998, we obtained from the
Company's financial management a copy of the Monthly Report dated November
15, 1998, which is attached as Exhibit A (Monthly Report). We also
obtained from the Company's financial management a copy of the November
Monthly Report dated October 15, 1998 (Prior Monthly Report) and the
October Monthly Report dated September 15, 1998 (Second Prior Monthly
Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
A1 Compared the amount/rate to the Prior Monthly Report and found such
amount/rate to be in agreement.
A2 Compared the rate to the Second Prior Monthly Report and found such
rate to be in agreement.
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Harris Trust Department November
1998 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
D Compared the amount to a copy of the Harris Trust Department
November 1998 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a copy of the Harris Trust Department November
1998 collection account bank statement provided by the Company's
financial management and found such amount to be in agreement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a)Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(c)Recomputed and agreed amount based on applicable amounts shown in the
Company's accounting records.
R(d)Recomputed and agreed rate based on applicable amounts and rates shown
in the Monthly Report and Agreement.
SSACompared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
or had we conducted an examination of the Monthly Report, other matters
might have come to our attention that would have been reported to you.
Except as otherwise provided herein, we have performed no procedures on the
information or the documents provided to us to verify such information was
complete and accurate.
This letter is intended solely for the use of the Company, Harris, and
Wilmington, and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures
for their purposes.
Ernst & Young LLP
3/22/99
Harley-Davidson Eaglemark Motorcycle Trust 1998-2
87,000,000 5.77% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
35,200,000 5.87% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
7,800,000 6.33% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date November 15, 1998
A. Calculation of the Monthly Principal Tickmarks
1. A. Principal Balance of the Contracts as of the first day of the Due Period
preceding the Due Period in which the Payment Date Occurs, plus 119311436.02B
B. Prefunded Amount on such day referred to in 1.A. above 0.00Z
Sum of 1.A and 1.B 119311436.02F
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 115381338.54B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 0.00Z
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00Z
Sum of 2.A, 2.B, and 2.C 115381338.54F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 3930097.48R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 1282501.85B
D. Calculation of Note Monthly Principal Distributable Amount
1.Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the principal amount of the Class A-1 Notes is reduced
to zero1 100%SSA
b .On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 100 until the principal amount of the Class
A-2 Notes has been reduced to zero 100%SSA
c. After the principal amount of the Class A-2 Notes have been reduced
to zero 0.00%SSA
2.Principal Distributable Amount (from B) 3930097.48R(a)
3.Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 NotesPrincipal Balance is zero) 3930097.48R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 NotesPrincipal Balance is zero) 0.00R(a)
c. Note Principal Carryover Shortfall 0.00A1
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the Sale and Servicing Agreement 0.00Z
e. Note Monthly Principal Distributable Amount (the sum of items 3930097.48F
3 (a), 3 (b) and 3 (c)
E. Calculation of Note Monthly Interest Distributable Amount
1.Class A-1 Interest Rate 5.77%SSA
2.Class A-2 Interest Rate 5.87%SSA
3.One-twelfth of the Class A-1 Interest Rate time the Class A-1 Note Balance
from and including the fifteenth day of the month based on a 360-day
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excluding the
fifteenth day of the month of the current Distribution Date 366930.82R(a)
4.One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note Balance
from and including the fifteenth day of the month based on a 360-day
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excluding the
fifteenth day of the month of the current Distribution Date 172186.67R(a)
5.Interest Carryover Shortfall for such Distribution Date 0.00Z
6.Note Monthly Interest Distributable Amount (the sume of items 3,
4, 5) 539117.49F
F. Calculation of Note Monthly Distributable Amount (sum of D.3 4469214.97R(a)
plus E.6.)
F1.The remaining Class A-1 Certificate Balance after giving effect to
the Distribution of Monthly Principal on such Distribution Date 72381338.54R(a)
F2.The remaining Class A-2 Certificate Balance after giving effect to
the distribution of Monthly Principal on such Distribution Date 35200000.00R(a)
G. Calculation of Certificate Principal Distributable Amount
1.Certificate Balance 7800000.00B
2.Available Principal 0.00Z
3.Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Prin Amount of the Class A-2 Notes is reduced to zero 0.00%SSA
b. on any Distribution Date to but excluding the Distribution Date on which
the Prin Amount of the Class A-2 Notes is reduced to zero 0.00%SSA
c. thereafter 100%SSA
4(aAvailable Principal multiplied by the Certificate Percentage for such
Distribution Date 0.00R(a)
(b)Certificate Principal Carryover Shortfall for such Date 0.00A1
5.Certificate Principal Distributable Amount (the sum of 4. (a) 0.00F
H. Calculation of Certificate Interest Distributable Amount
1.Certificate Pass-Through Rate 6.33%SSA
2(aOne-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately proceding Distribution Date, after giving effect to
all payments of principal to the Certificateholders and such preceding
Distribution Date on the original Principal Amount of the Certificates)
based on a 360-day year of 12 months and 30 days each. 41145.00R(a)
2(bCertificate Interest Carryover Shortfall for such Date 0.00A1
3.Certificate Interest Distributable Amount (sum of 2.(a) and 2 41145.00F
I. Calculation of Certificate Distributable Amount
(sum of G5 and H3) 41145.00R(a)
J. Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1 and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 99426.20R(a)
2. Late Payment Fees for such Distribution Date 0.00Z
3. Extension Fees for such Distribution Date 0.00Z
4. Other Fees 0.00Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .009 and the Principal Balance of
the Contracts as of the beginning of the related Due Period and
Pre-Funded Amount as of the beginning of such Period; provided
however, in no event shall such fee be less than 200.00 per month 894.84R(a)
K. Calculation of the Available Funds for Such Payment Date
1. The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i) Principal 3930064.10B
(ii)Interest & Fees 1282501.85B
b. All Net Liquidation Proceeds 0.00B
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
and Servicing Agreement 0.00Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 139806.73B
e. All amounts paid by the Seller in connection with an optional repurchase
of the Contracts described in Section 7.10 of the Sale and Servicing
Agreement 0.00Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 0.00Z
g. All amounts received in respect of interest, dividends, gains, income
and earnings on investments of funds in the Trust Accounts as
contemplated in Section 5.05 (b) (vii) of the Sale and Servicing 27991.67B
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 5380364.35F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clasues (ii) through (iv) of Section 7.05 (a) of the
Sale and Serviceing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 82040.85E
b. Amounts to be paid to the Servicer in respect of the Monthly Servicing
Fee for the related Due Period 99426.20E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 894.84E
d. Amounts to be paid related to Other Fees 0.00Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
SpecifyExcess Funds 0.00E
f. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing
182361.89F
3. The Available Funds for such Distribution Date (1h minus 2f) 5198002.46R(a)
4.The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on such Distribution 0.00Z
L. The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F. and the
Certificate Distributable Amount as set forth in I.). 0.00R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the Certificate Distibutable
Amount for such Distribution Date, if no Shortfall,
to Trust Depositor 0.00D
N. Interest Earnings on the Reserve Fund 6912.22C
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 687642.49Z
2. The amount on deposit in the Reserve Fund after giving effect
to deposits and withdrawals therefrom on such Distribution Date 3312627.16B
P. The Reserve Fund Requisite Amount for such distribution Date is
2.50 of the Principal Balance of the Contracts in the Trust as of the
first day of the immediately preceding Due Period plus 585,000 initial deposit
set for the Certificate class, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
(3) consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00 of the Principal Balance of the Contracts in the Trust as of the
first day of the immediately preceding Due Period and 585,000. 3567785.90R(d)
Q. The Pool Factor
1. The Class A-1 Note Factor before such Distribution Date 93.9217674%R(d)
2. The Class A-2 Note Factor before such Distribution Date 87.3449132%R(d)
3. The Cert Class Pool Factor before such Distribution Date 92.3076923%R(d)
4.The Class A-1 Note Factor after such Distribution Date 89.0847244%R(d)
5.The Class A-2 Note Factor after such Distribution Date 87.3449132%R(d)
6.The Cert Class Pool Factor after such Distribution Date 92.3076923%R(d)
R. Delinquent Contracts
1. 31-59 Days 261 2761202.60R(C)
2. 60-89 Days 69 759506.85R(C)
3. 90 or More Days 30 379393.95R(C)
S. Liquidated Contracts
1. Total Liquidated Contracts 0 0.00B
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 0.00B
4. Liquidation Expenses for the Due Period 0.00Z
5. Net Liquidation Proceeds for the Due Period 0.00F
6. Net Liquidation Losses for the Due Period 0.00B
T. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 82040.85A1
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 82040.85A1
3. Amount of Delinquent Interest for such Distribution Date Z
4. Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required by
Section 7.03 of the Sale and Servicing Agreement) 139806.73B
5. Total of unreimbursed Advances after new Advances on such Distribution Date
139807.00F
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0.00Z
2. Principal Amount of such Contracts 0.00Z
3. Related Repurchase Price of such Contracts 0.00Z
V. Contracts
1. Number of Contracts as of beginning of Due Period 10638.00B
2. Principal Balance of Contracts as of beginning of Due Period 119311436.02B
3. Number of Contracts as of end of Due Period 10413.00B
4. Principal Balance of Contracts as of end of Due Period 115381338.54B
5. Prefunded Amount as of Beginning of Due Period 0.00Z
6. Prefunded Amount as of End of Due Period 0.00Z
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 0.00Z
2. Interest received into Interest Reserve Account 0.00Z
3. Carrying Charges, if any, to be paid on upcoming Distribution 0.00Z
4. Interest Reserve Amount as of Upcoming Distribution Date 0.00Z
X. Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the Cutoff
Date through the end of the related Due Period. 929.52B
B. The sum of the Principal Balance of the Contracts as of the Cutoff Date
plus the Principal Balance of any Subsequent Contracts as of the
related Subsequent Cutoff Date. 130000000.00B
C. The Cumulative Loss Ratio for such Distribution Date (the quotient of A.
divided by B., expressed as a percentage). 0.00R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that were
delinquent 60 days or more as of the end of the Due Period). 1138900.80B
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due Period
for such Distribution Date. 0.95R(a)
C. The Delinquency Ratio for the prior Distribution Date. 0.44A1
D. The Delinquency Ratio for the second prior Distribution Date 0.20A2
E. The Average Delinquency Ratio
(the arithmetic average of B through D) 0.79R(a)
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 0.00B
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation Losses
for all Contracts that became Liquidated Contracts during the immediately
preceding Due Period multiplied by twelve by (y) the outstanding Principal
Balances of all Contracts as of the beginning of the Due Period) for such
Distribution Date 0.00R(a)
C. The Loss Ratio for the prior Distribution Date. 0.01A1
D. The Loss Ratio for the second prior Distribution Date. 0.00A2
E. The Average Loss Ratio (the arithmetic average of B. through 0.00R(a)
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or= (i)
2.50 with repsect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00 with respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50 for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date, or (iv)
4.00 for any Distribution Date following the third anniversary date
of the Closing Date. 1.00R(a)
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 2.75 with respect
to any Distribution Date which occurs within the period from the Closing
Date to, and inclusive of, the eighteen months following the Closing
date or (ii) 3.25 with respect to any Distribution Date which occurs
folowing the eighteen month period following the Closing Date 1.00R(a)
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) .75
with respect to any Distribution Date which occurs within the period
from the Closing Date to, and inclusive of, the first anniversary of
the Closing Date, (ii) 1.50 with respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to, and inclusive of, the second anniversary
of the Closing Date, (iii) 2.00 for any Distribution Date which
occurs within the period from the day afteer the second anniversary
of the Closing Date to, and inclusive of, the third anniversary of
the Closing Date, or (iv) 2.50 following the third anniversary 1.00R(a)
Liquidated Contracts:
PrincipalInterest
0.00 0.00 0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00
0.00B
(X) Ernst & Young LLP Phone: 312 879 2000
233 South Wacker Drive
Sears Tower
Chicago, Illinois 60606-6301
Independent Accountant's Report on Applying Agreed-Upon Procedures
To the Board of Directors of Eaglemark, Inc.,
Harris Trust and Savings Bank, and
Wilmington Trust Company:
We have performed the procedures enumerated below, which were agreed
to by Eaglemark, Inc.(the Company), the Servicer of Harley-Davidson
Eaglemark Motorcycle Trust 1998-3 (the Trust), Harris Trust and Savings
Bank (Harris), the Indenture Trustee of the Trust, and Wilmington Trust
Company (Wilmington), the Owner Trustee of the Trust, with respect to
certain servicing records of the Company, solely to assist Harris and
Wilmington in determining whether the Company has complied with certain
servicing and reporting requirements of the Sale and Servicing Agreement
dated November 1, 1998 (the Agreement), pertaining to the Trust. This
agreed-upon procedures engagement was performed in accordance with
standards established by the American Institute of Certified Public
Accountants. The sufficiency of the procedures is solely the
responsibility of the Company, Harris, and Wilmington. Consequently,
we make no representation regarding the sufficiency of the procedures
described below either for the purpose for which this report has been
requested or for any other purpose.
1. For the randomly selected month of November 1998, we obtained from the
Company's financial management a copy of the Monthly Report dated December
15, 1998, which is attached as Exhibit A (Monthly Report).
2. We performed the following procedures to the Monthly Report, which were
applied as indicated with respect to the symbols explained below:
B Compared the amount to schedules prepared by the Company's accounting
personnel derived from the Company's accounting records and found
such amount to be in agreement.
C Compared the amount to a copy of the Harris Trust Department November
1998 reserve account bank statement provided by the Company's
financial management and found such amount to be in agreement.
E Compared the amount to a copy of the Harris Trust Department November
1998 collection account bank statement provided by the Company's
financial management and found such amount to be in agreement.
F Proved the arithmetic accuracy of the addition of the amount
referenced, without exception.
G1 Compared the amount to a copy of the Harris Trust Department
November 1998 pre-funding account bank statement provided
by the Company's financial management and found such amount
to be in agreement.
G2 Compared the amount to a copy of the Harris Trust Department
November 1998 interest reserve account bank statement provided
by the Company's financial management and found such amount
to be in agreement.
Z Obtained representations from the Company's management that no
supporting schedules had been prepared for this item. Accordingly,
we did not test these zero balance items.
R(a)Recomputed and agreed amount/rate based on applicable amounts and
rates shown in the Monthly Report.
R(c)Recomputed and agreed amount based on applicable amounts shown in the
Company's accounting records.
R(d)Recomputed and agreed rate based on applicable amounts and rates shown
in the Monthly Report and Agreement.
SSACompared the rate to the Agreement, and found such rate to be in
agreement.
We were not engaged to and did not perform an examination, the objective of
which would be an expression of an opinion on the Company's compliance with
the servicing and reporting requirements of the Agreement. Accordingly, we
do not express such an opinion. Had we performed additional procedures,
or had we conducted an examination of the Monthly Report, other matters
might have come to our attention that would have been reported to you.
Except as otherwise provided herein, we have performed no procedures on the
information or the documents provided to us to verify such information was
complete and accurate.
This letter is intended solely for the use of the Company, Harris, and
Wilmington, and should not be used by those who have not agreed to the
procedures and taken responsibility for the sufficiency of the procedures
for their purposes.
Ernst & Young LLP
3/22/99
Harley-Davidson Eaglemark Motorcycle Trust 1998-3
105,000,000 5.41% Harley-Davidson Motorcycle Contract Backed Notes, Class A-1
45,400,000 5.43% Harley-Davidson Motorcycle Contract Backed Notes, Class A-2
9,600,000 7.10% Harley-Davidson Motorcycle Contract Backed Certificates
Monthly Report
For the Distribution Date 12/15/98
A. Calculation of the Monthly Principal Tickmarks
1. A. Principal Balance of the Contracts as of the first day of the Due Period
preceding the Due Period in which the Payment Date Occurs, plus 119775316.91B
B. Prefunded Amount on such day referred to in 1.A. above 40224683.09G1
Sum of 1.A and 1.B 160000000.00F
2. A. Principal Balance of the Contracts as of the first day of the Due Period
in which the Payment Date occurs, plus 117579097.83B
B. Pre-Funded Amount as of the first day of the Due Period in which such
Payment Date occurs, plus 40224683.09G1
C. The Special Mandatory Redemption Amounts, if any, paid during
such Due Period or payable on such Payment Date 0.00Z
Sum of 2.A, 2.B, and 2.C 157803780.92F
B. Calculation of Principal Distributable Amount (as defined in Article I
of the Sale and Servicing Agreement), (from A, 1 minus 2) 2196219.08R(a)
C. Calculation of Available Interest (as defined in Article I of the Sale
and Servicing Agreement) 687913.48B
D. Calculation of Note Monthly Principal Distributable Amount
1.Note Percentage for such Distribution Date
a. For each Distribution Date to but excluding the Distribution Date
on which the prin amount of the Class A-1 Notes is reduced to zero 100%SSA
b .On the Distribution Date on which the principal amount of the Class A-1
Notes is reduced to zero, 100 until the principal amount of the Class
A-2 Notes has been reduced to zero 100%SSA
c. After the principal amount of the Class A-2 Notes have been reduced
to zero 0.00%SSA
2.Principal Distributable Amount (from B) 2196219.08R(a)
3.Note Monthly Principal Distributable Amount
a. Class A-1 Notes (D. 1(a) multiplied by D.2 until
of Class A-1 NotesPrincipal Balance is zero) 2196219.08R(a)
b. Class A-2 Notes (D. 1(a) multiplied by D.2 until
of Class A-2 NotesPrincipal Balance is zero) 0.00R(a)
c. Note Principal Carryover Shortfall 0.00Z
d. Special Mandatory Redemption Amounts (from Pre-Funding
Account as defined in Article I of the Sale and Servicing Agreement 0.00Z
e. Note Monthly Principal Distributable Amount (the sum of items 2196219.08F
3 (a), 3 (b) and 3 (c)
E. Calculation of Note Monthly Interest Distributable Amount
1.Class A-1 Interest Rate 0.05SSA
2.Class A-2 Interest Rate 0.05SSA
3.One-twelfth of the Class A-1 Interest Rate time the Class A-1
from and including the fifteenth day of the month based on a 360
year of 12 months and 30 days each (or from and including the Closing
Date with respect to the first Distribution Date) to but excludi
fifteenth day of the month of the current Distribution Date 331362.50R(a)
4.One-twelfth of the Class A-2 Interest Rate time the Class A-2 Note Balance
from and including the fifteenth day of the month based on a 360
year of 12 months and 30 days each (or from and including the Cl
Date with respect to the first Distribution Date) to but excluding the
fifteenth day of the month of the current Distribution Date 143804.50R(a)
5.Interest Carryover Shortfall for such Distribution Date 0.00Z
6.Note Monthly Interest Distributable Amount (the sume of items 3,
4, 5) 475167.00F
F. Calculation of Note Monthly Distributable Amount (sum of D.3 2671386.08
plus E.6.)
F1.The remaining Class A-1 Certificate Balance after giving effect to
the Distribution of Monthly Prin on such Distribution Date 102803780.92R(a)
F2.The remaining Class A-2 Certificate Balance after giving effect to
the distribution of Monthly Prin on such Distribution Date 45400000.00R(a)
G. Calculation of Certificate Principal Distributable Amount
1.Certificate Balance 9600000.00B
2.Available Principal 0.00Z
3.Certificate Percentage for each respective Distribution Date
a. for each Distribution Date to but excluding the Distribution Date
on which the Prin Amount of the Class A-2 Notes is reduced to zero 0.00%SSA
b. on any Distribution Date to but excluding the Distribution Date on which
the Prin Amount of the Class A-2 Notes is reduced to zero 0.00%SSA
c. thereafter 100%SSA
4(aAvailable Principal multiplied by the Certificate Percentage for such
Distribution Date 0.00R(a)
(b)Certificate Principal Carryover Shortfall for such Date 0.00Z
5.Certificate Principal Distributable Amount (the sum of 4. (a) 0.00F
H. Calculation of Certificate Interest Distributable Amount
1.Certificate Pass-Through Rate 7.10%SSA
2(aOne-twelfth of the Cert. Pass-Through Rate times the Certificate Balance
On the immediately proceding Distribution Date, after giving effect to
all payments of principal to the Certificateholders and such preceding
Distribution Date on the original Principal Amount of the Certificates)
based on a 360-day year of 12 months and 30 days each. 39760.00R(a)
2(bCertificate Interest Carryover Shortfall for such Date 0.00Z
3.Certificate Interest Distributable Amount (sum of 2.(a) and 2 39760.00F
I. Calculation of Certificate Distributable Amount
(sum of G5 and H3) 39760.00R(a)
J. Fees
1. The Monthly Servicing Fee for such Payment Date (1/12 of the product of
1 and the Principal Balance of the Contracts as of the beginning of the
related Due Period) 99812.76R(a)
2. Late Payment Fees for such Distribution Date 0.00Z
3. Extension Fees for such Distribution Date 0.00Z
4. Other Fees 0.00Z
5. The Trustee Fee for such Payment Date excluding expense
component (1/12 of the product of .009 and the Principal Balance of
the Contracts as of the beginning of the related Due Period a
Pre-Funded Amount as of the beginning of such Period; provide
however, in no event shall such fee be less than 200.00 per
month 1200.00R(a)
K. Calculation of the Available Funds for Such Payment Date
1. The amount of funds deposited into the Collection Account pursuant to
Section 5.05 (b) of the Sale and Servicing Agreement with respect to
the related Due Period
a. All amounts received by the Servicer with respect to the Contracts:
(i)Principal 2221989.31B
(iiInterest & Fees 687913.48B
b. All Net Liquidation Proceeds 0.00Z
c. The aggregate of the Repurchase Prices for Contracts required to be
repurchased by the Seller as described in Section 7.08 of the Sale
amd Servicing Agreement 0.00Z
d. All Advances made by Servicer pursuant to Section 7.03 (a)
of the Sale and Servicing Agreement 19332.14B
e. All amounts paid by the Seller in connection with an optional repurchase
of the Contracts described in Section 7.10 of the Sale and Servicing
Agreement 0.00Z
f. All amounts obtained from the Collateral Agent in respect of Carrying
Charges to be deposited into the Collection Account on the upcoming
Payment Date pursuant to Section 7.03(b) Sale and Servicing
Agreement 67808.76B
g. All amounts received in respect of interest, dividends, gains, income
and earnings on investments of funds in the Trust Accounts
in Section 5.05 (b) (vii) of the Sale and Servicing Agreement 0.00B
h. Total amount of funds deposited into the Collection Account pursuant
to Section 5.05 (b) (the sum of a. through g.) 2997043.69F
2. The amount of funds permitted to be withdrawn from the Collection Account
pursuant to clasues (ii) through (iv) of Section 7.05 (a) of the
Sale and Serviceing Agreement with respect to the related Due Period
a. Amounts to be withdrawn to reimburse the Servicer for Advances in
accordance with Section 7.03 (a) of the Sale and Servicing
Agreement 0.00B
b. Amounts to be paid to the Servicer in respect of the Monthly Servicing
Fee for the related Due Period 99812.76E
c. Amounts to be paid to the Indenture Trustee in respect of the
Indenture Trustee's Fee for the related Due Period 1200.00E
d. Amounts to be paid related to Other Fees 0.00Z
e. Other amounts required or authorized to be withdrawn from the
Collection Account pursuant to the Sale and Servicing Agreement
Specify Excess Funds 0.00Z
f. Total amount of funds permitted to be withdrawn from the Collection
Account pursuant to Section 7.05(a) of the Sale and Servicing Agreement
with respect to the related Due Period (sum of a. through e.) 101012.76F
3. The Available Funds for such Distribution Date (1h minus 2f) 2896030.93R(a)
4.The Available Funds otherwise distributable to the Certificateholders
that will be distributed to the Noteholders on such Distribution 0.00Z
L. The shortfall of Available Funds for such Payment Date to pay either
the Note Distributable Amount or Certificate Distributable Amount
(the Available Funds for such Distribution Date minus the sum of the
Note Distributable Amount as set forth in F. and the
Certificate Distributable Amount as set forth in I. 0.00R(a)
M. The amount to be withdrawn from the Reserve Fund on such distribution
Date to cover the Note Distributable Amount or the Certificate Distibutable
Amount for such Distribution Date, if no Shortfall,
to Trust Depositor 0.00Z
N. Interest Earnings on the Reserve Fund 0.00C
O. 1. The amount to be deposited in the Reserve Fund on such
Payment Date 184884.85B
2. The amount on deposit in the Reserve Fund after giving effect
to deposits and withdrawals on such Distribution Date 1322750.37B
P. The Reserve Fund Requisite Amount for such distribution Date
2.50 of the Principal Balance of the Contracts in the Trust as of the
first day of the immediately preceding Due Period plus 585,000 initial deposit
set for the Certificate class, in the event a Reserve Fund Trigger Event
occurs with respect to a Distribution Date and has not terminated for three
(3) consecutive Distribution Dates (inclusive) such amount shall be equal to
6.00 of the Principal Balance of the Contracts in the Trust as of the
first day of the immediately preceding Due Period and 585,000. 4585000.00R(d)
Q. The Pool Factor
1. The Class A-1 Note Factor before such Distribution Date 105.00%R(d)
2. The Class A-2 Note Factor before such Distribution Date 91.53%R(d)
3. The Certificate Class Pool Factor before such Distribution Date 92.31%R(d)
4.The Class A-1 Note Factor after such Distribution Date 102.80%R(d)
5.The Class A-2 Note Factor after such Distribution Date 92.53%R(d)
6.The Certificate Class Pool Factor after such Distribution Date 92.31%R(d)
R. Delinquent Contracts
1. 31-59 Days 55 609497.98R(C)
2. 60-89 Days 0 0.00R(C)
3. 90 or More Days 0 0.00R(C)
S. Liquidated Contracts
1. Total Liquidated Contracts 0 0.00Z
2. Identity (Attach)
3. Liquidation Proceeds for the Due Period 0.00Z
4. Liquidation Expenses for the Due Period 0.00Z
5. Net Liquidation Proceeds for the Due Period 0.00Z
6. Net Liquidation Losses for the Due Period 0.00Z
T. Advances
1. Unreimbursed Advances Prior to Such Distribution Date 0.00Z
2. Amount paid to Servicer on such Distribution Date to reimburse Servicer
for such unreimbursed Advances 0.00Z
3. Amount of Delinquent Interest for such Distribution Date
4. Amount of new Advances on such Distribution Date (if such amount is less
than the amount of Delinquent Interest, attach the certificate required by
Section 7.03 of the Sale and Servicing Agreement) 19332.14B
5. Total of unreimbursed Advances after new Advances on such Distribution Date
19332.00F
U. Repurchased Contracts
1. Number of Contracts to be repurchased by the Seller pursuant to Section
7.08 of the Sale and Servicing Agreement 0.00Z
2. Principal Amount of such Contracts 0.00Z
3. Related Repurchase Price of such Contracts 0.00Z
V. Contracts
1. Number of Contracts as of beginning of Due Period 9639.00B
2. Principal Balance of Contracts as of beginning of Due Period 119775316.91B
3. Number of Contracts as of end of Due Period 9561.00B
4. Principal Balance of Contracts as of end of Due Period 117579097.83B
5. Prefunded Amount as of Beginning of Due Period 40224683.09G1
6. Prefunded Amount as of End of Due Period 40224683.09F
W. Interest Reserve Account
1. Interest Reserve Amount as of previous Distribution Date 273876.53G2
2. Interest received into Interest Reserve Account 0.00Z
3. Carrying Charges, if any, to be paid on upcoming Distribution 67808.76R(a)
4. Interest Reserve Amount as of Upcoming Distribution Date 206067.77F
X. Ratios
1. Cumulative Loss Ratio
A. The aggregate Net Liquidation Losses for all Contracts since the Cutoff
Date through the end of the related Due Period. 0.00Z
B. The sum of the Principal Balance of the Contracts as of the Cutoff Date
plus the Principal Balance of any Subsequent Contracts as of the
related Subsequent Cutoff Date. 160000000.00B
C. The Cumulative Loss Ratio for such Distribution Date ( the quotient of A.
divided by B., expressed as a percentage). 0.00R(a)
2. Average Delinquency Ratio for such Distribution Date
A. The Delinquency Amount (the Principal Balance of all Contracts that were
delinquent 60 days or more as of the end of the Due Period). 0.00Z
B. The Delinquency Ratio computed by dividing (x) the Delinquency Amount
during the immediately preceding Due Period by (y) the Principal
Balance of the Contracts as of the beginning of the related Due Period
for such Distribution Date. 0.00Z
C. The Delinquency Ratio for the prior Distribution Date. 0.00Z
D. The Delinquency Ratio for the second prior Distribution Date 0.00Z
E. The Average Delinquency Ratio (the arithmetic average of B. 0.00Z
3. Average Loss Ratio for such Distribution Date
A. Net Liquidation Losses 0.00Z
B. The Loss Ratio (the fraction derived by dividing (x) Net Liquidation Losses
for all Contracts that became Liquidated Contracts during the immediately
preceding Due Period multiplied by twelve by (y) the outstanding Principal
Balances of all Contracts as of the beginning of the Due Period) for such
Distribution Date 0.00Z
C. The Loss Ratio for the prior Distribution Date. 0.00Z
D. The Loss Ratio for the second prior Distribution Date. 0.00Z
E. The Average Loss Ratio (the arithmetic average of B. through 0.00Z
4. Computation of Reserve Fund Trigger Events:
A. Average Delinquency Ratio (if Average Delinquency Ratio >or= (i)
2.50 with repsect to any Distribution Date which occurs within the
period from the Closing Date to, and inclusive of, the first anniversary
of the Closing Date, (ii) 3.00 with respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to , and inclusive of, the second anniversary of the
Closing Date, or (iii) 3.50 for any distribution occurs within the
period from the day after the second anniversary of the Closing Date to,
and inclusive of, the third anniversary of the Closing Date, or (iv)
4.00 for any Distribution Date following the third anniversary date
of the Closing Date. 0.00Z
B. Average Loss Ratio (if Average Loss Ratio >or= (i) 2.75 with respect
to any Distribution Date which occurs within the period from the Closing
Date to, and inclusive of, the eighteen months following the Closing
date or (ii) 3.25 with respect to any Distribution Date which occurs
folowing the eighteen month period following the Closing Date 0.00Z
C. Cumulative Loss Ratio (if Cumulative Loss Ratio >or= (i) .75
with respect to any Distribution Date which occurs within the period
from the Closing Date to, and inclusive of, the first anniversary of
the Closing Date, (ii) 1.50 with respect to any Distribution Date
which occurs within the period from the day after the first anniversary
of the Closing Date to, and inclusive of, the second anniversary
of the Closing Date, (iii) 2.00 for any Distribution Date which
occurs within the period from the day afteer the second anniversary
of the Closing Date to, and inclusive of, the third anniversary of
the Closing Date, or (iv) 2.50 following the third anniversary 0.00Z
Liquidated Contracts:
PrincipalInterest
0.00 0.00 0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00 0.00 0.00
0.00 0.00
0.00B,Z
