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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the Fiscal Year Ended December 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
Commission File No. 333-15571
DAIMLER-BENZ VEHICLE TRUST 1996-A
(Daimler-Benz Vehicle Receivables Corporation - Originator)
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(Exact name of registrant as specified in its charter)
Delaware 13-3770955
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1201 North Market Street, Suite 1406
Wilmington, Delaware 19801
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(Address of principal executive offices)
(Zip Code)
302-426-1900
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(Registrant's telephone number)
(including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: 5.85% Asset Backed
Certificates,Class A
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
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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]
The registrant is a trust and does not have any voting stock outstanding.
Exhibit Index is on Page 8 of 11 Pages.
Page 1 of 11 Pages
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PART I.
Item 1. Business.
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Omitted.
Item 2. Properties.
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Daimler-Benz Vehicle Receivables Corporation ("DBVRC") established the
Daimler-Benz Vehicle Trust 1996-A (the "Trust") as of November 1, 1996
by selling and assigning to Citibank, N.A., as Trustee (the "Trustee"),
property, including a pool of retail installment contracts secured by new and
used medium- and heavy-duty trucks and tractors manufactured by Freightliner
Corporation ("Freightliner") and used trucks and tractors manufactured by
companies other than Freightliner, together with all accessions thereto
(collectively, the "Receivables") and, in general, all payments due thereunder
on or after November 1, 1996 (the "Cutoff Date"), in exchange for certificates
representing fractional undivided interests in the Trust (the "Certificates").
The Certificates consist of two Classes: a) the Class A Certificates
evidencing in the aggregate an undivided ownership interest of 92.15% of the
Trust, which were sold to the public, and b) the Class B Certificates,
evidencing in the aggregate an undivided ownership interest of 7.85% of the
Trust, all of which were retained by DBVRC. The Trust does not intend to
acquire additional retail installment contracts and, therefore, the Receivables
assigned to the Trust will liquidate as the principal amounts of the
Receivables are paid down.
Mercedes-Benz Credit Corporation ("MBCC") services the Receivables pursuant to
a Pooling and Servicing Agreement dated as of November 1, 1996 (the
"Agreement") and is compensated as the servicer. In order to facilitate its
servicing functions and minimize administrative burdens and expenses, MBCC, as
servicer, retains physical possession of the Receivables and documents relating
thereto as custodian for the Trustee.
The rights of the holders of the Class B Certificates to receive distributions
with respect to the Receivables are subordinated, to the extent described in
the Agreement, to the rights of the holders of the Class A Certificates.
The Receivables were purchased by MBCC from dealers in accordance with MBCC's
requirements, under its agreements with the dealers. The Receivables were sold
to DBVRC by MBCC pursuant to a Purchase Agreement dated as of November 1, 1996
(the "Purchase Agreement"). The Receivables are serviced by MBCC and evidence
the financing made available indirectly by MBCC to the Obligors. The property
of the Trust also includes (i) such amounts as from time to time may be held in
segregated accounts (including a reserve account) established and maintained
pursuant to the Agreement, (ii) security interests in the Financed Vehicles and
any accessions thereto, (iii) certain rights of recourse relating to the
Receivables against Dealers under the dealer agreements between MBCC and the
Dealers, (iv) the right to proceeds of physical damage, credit life and
disability insurance policies covering the Financed Vehicles or the Obligors
and (v) certain rights of DBVRC under the Purchase Agreement.
Page 2 of 11 Pages
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The Receivables were purchased by MBCC in the ordinary course of business in
accordance with MBCC's underwriting standards, which emphasize the Obligor's
ability to pay and creditworthiness, as well as the asset value of the financed
vehicle.
The Receivables were selected from MBCC's portfolio by several criteria,
including the following: each Receivable (i) was originated in the United
States, (ii) has a contractual annual percentage rate of interest ("APR") of at
least 6.9% and not more that 21.04%, (iii) had a remaining maturity as of the
Cutoff Date of not more than 80 months and an original maturity of not more
than 84 months, (iv) was not more than 60 days past due as of the Cutoff Date,
(v) had a remaining balance (net of unearned precomputed finance charges) of
not more than $7,380,657.16 and not less than $527.08 as of the Cutoff Date and
(vi) was originated prior to November 1, 1996.
The Receivables are prepayable by the Obligors at any time. Prepayments may
also result from liquidations due to default, the receipt of proceeds from
physical damage or other insurance, repurchases by the Seller as a result of
certain unsecured breaches of the warranties made by it in the Agreement with
respect to the Receivables, purchases by the Servicer as a result of certain
uncured breaches of the covenants made by it in the Agreement with respect to
the Receivables, or the Servicer exercising its option to purchase all of the
remaining Receivables. The rate of prepayments on the Receivables may be
influenced by a variety of economic, social, and other factors, including the
fact that if an Obligor sells or transfers a financed vehicle, the related
receivable must be repaid in full.
Page 3 of 11 Pages
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The following table sets forth the dollar amount of delinquent receivables and
information relating to the delinquency rates as of December 31, 1996.
<TABLE>
<CAPTION>
DELINQUENT CONTRACTS
(BY AGING SCHEDULE) DELINQUENT BALANCE PERCENT OF REMAINING POOL BALANCE
- -------------------- ------------------ --------------------------------------
<S> <C> <C>
31-60 Days
Delinquent $41,521,492 5.22%
61-90 Days
Delinquent $10,323,684 1.30%
91 Days or More
Delinquent $ 5,176,561 0.65%
</TABLE>
As of December 31, 1996, the pool of Receivables was $796,080,719.18.
Additional information concerning the pool balance, payment of principal and
interest, prepayments, the servicing fee, the weighted average maturity and
seasoning, the pool factor, the remaining reserve account amount and other
information relating to the pool of Receivables may be obtained in the monthly
reports provided to Citibank, N.A. by MBCC as Servicer (See Exhibits 20-A and
20-B).
Item 3. Legal Proceedings.
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There is nothing to report with regard to this item.
Item 4. Submission of Matters to a Vote of Security Holders.
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There is nothing to report with regard to this item.
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
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At December 31, 1996, there was one registered holder of the
Registrant's Class A Certificates ("Certificates"), CEDE & Co., as
nominee of The Despository Trust Company ("DTC"). At that date,
thirty-nine (39) CEDE participants were registered on the books of
DTC as owners of Certificates. There is no organized public market
in which the Certificates are traded.
Page 4 of 11 Pages
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Item 6. Selected Financial Data.
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Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations.
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Omitted.
Item 8. Financial Statements and Supplementary Data.
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Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure.
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There is nothing to report with regard to this item.
PART III.
Item 10. Directors and Executive Officers of the Registrant.
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Omitted.
Item 11. Executive Compensation.
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Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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Omitted.
Item 13. Certain Relationships and Related Transactions.
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Omitted.
Page 5 of 11 Pages
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PART IV.
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>
DESIGNATION DESCRIPTION
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<C> <C>
Exhibit 3.1 Pooling and Servicing Agreement among Daimler-Benz Vehicle
Receivables Corporation, Mercedes-Benz Credit Corporation and
Citibank, N.A. dated as of November 1, 1996.
Exhibit 10.1 Purchase Agreement between Mercedes-Benz Credit Corporation and
Daimler-Benz Vehicle Receivables Corporation dated as of November
1, 1996.
Exhibit 10.2 Servicing Guaranty Agreement between Daimler-Benz North America
Corporation and Citibank, N.A. dated as of November 1, 1996.
Exhibit 20-A Report for the month ended November 30, 1996 provided to
Citibank, N.A., as Trustee under Daimler-Benz Vehicle Trust
1996-A.
Exhibit 20-B Report for the month ended December 31, 1996 provided to
Citibank, N.A., as Trustee under Daimler-Benz Vehicle Trust
1996-A.
Exhibit 20-C Independent Auditors' Report dated January 24, 1997.
Exhibit 20-D Annual Officer's Certificate for Daimler-Benz Vehicle Receivables
Corporation.
</TABLE>
(b) Reports on Form 8-K.
On March 19, 1997, the Trust filed a report on Form 8-K for the month
ended November 30, 1996.
On March 19, 1997, the Trust filed a report on Form 8-K for the month
ended December 31, 1996.
Page 6 of 11 Pages
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DAIMLER-BENZ VEHICLE TRUST 1996-A
March 25, 1997 By: MERCEDES-BENZ CREDIT CORPORATION
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(Servicer)
By: /s/David A. Klanica
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Name: David A. Klanica
Title: Director of Accounting Services,
Authorized Officer
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
report and the registrant does not intend to furnish such materials to
Certificateholders subsequent to the filing of this report.
Page 7 of 11 Pages
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
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<S> <C> <C>
3.1 Pooling and Servicing Agreement among Daimler-Benz
Vehicle Receivables Corporation, Mercedes-Benz Credit
Corporation and Citibank, N.A. dated as of November 1,
1996.1
10.1 Purchase Agreement between Mercedes-Benz Credit
Corporation and Daimler-Benz Vehicle Receivables
Corporation dated as of November 1, 1996.1
10.2 Servicing Guaranty Agreement between Daimler-Benz North
America Corporation and Citibank, N.A. dated as of
November 1, 1996.1
20-A Report for the month ended November 30, 1996 provided to
Citibank, N.A., as Trustee under Daimler-Benz Vehicle
Trust 1996-A (incorporated by reference to the Current
Report on Form 8-K dated March 19, 1997).
</TABLE>
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1 Incorporated by reference to Amendment No. 1 to the Trust's Registration
Statement on Form S-1 (Registration No. 333-15571) as filed with the
Securities and Exchange Commission on November 20, 1996.
Page 8 of 11 Pages
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<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
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<S> <C> <C>
20-B Report for the month ended December 31, 1996 provided to
Citibank, N.A., as Trustee under Daimler-Benz Vehicle
Trust 1996-A (incorporated by reference to the Current
Report on Form 8-K dated March 19, 1996).
20-C Independent Auditors' Report dated January 24, 1997. 10
20-D Annual Officer's Certificate for Daimler-Benz Vehicle 11
Receivables Corporation.
</TABLE>
Page 9 of 11 Pages
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Independent Auditors' Report
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The Board of Directors
Mercedes-Benz Credit Corporation:
We have audited the accompanying combined balance sheets of Mercedes-Benz
Credit Corporation and subsidiaries and Mercedes-Benz Leasing Mexico, S.A. de
C.V. as of December 31, 1996 and 1995, and the related combined statements of
income, stockholder's equity, and cash flows for the years then ended. These
combined financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Mercedes-Benz Credit
Corporation and subsidiaries and Mercedes-Benz Leasing Mexico, S.A. de C.V. as
of December 31, 1996 and 1995, and the results of their operations and their
cash flows for the years then ended in conformity with generally accepted
accounting principles.
/s/ KPMG Peat Marwick LLP
January 24, 1997
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ANNUAL STATEMENT AS TO COMPLIANCE
Officer's Certificate
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I, Paul D. Payne, Executive Vice President and Chief Operating Officer of
Mercedes-Benz Credit Corporation (MBCC), a Delaware corporation, in its
capacity as Servicer of the receivables under the Pooling and Servicing
Agreement ("the Agreement") among Daimler-Benz Vehicle Receivables Corporation
and Citibank N.A. as trustee dated November 1, 1995, hereby certify as
follows:
(a) a review of the activities of MBCC, the Servicer under the Agreement, for
the period January 1, 1996 through December 31, 1996 and of the
performance of its obligations under the Agreement has been made under my
supervision; and
(b) to the best of my knowledge, based upon such review, the Servicer has
fulfilled all its obligations under the Agreement throughout such period.
Dated: March 17, 1997
/s/Paul D. Payne
