<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-80413
Fleetwood Credit 1997-A Grantor Trust
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California
33-0444724
----------------
- ---------------
(State or Other
(IRS Employer
jurisdiction of
Identification No.)
incorporation)
Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway
P.O. Box 87024
Yorba Linda, CA
92886-8724
(Address of principal executive offices)
(Zip Code)
- ---------------------------------------------------------------
Registrant's telephone number, including area code:
(714) 921-3400
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all
reports
required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of
1934 during the preceding 12 months (or 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-----------
Trust does not have any voting stock.
Trust has not been involved in bankruptcy proceedings during the
preceding
five years.
Trust is not reporting as a corporate issuer.
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
The Fleetwood Credit 1997-A Grantor Trust (the "Trust") was
formed
and its asset backed certificates (the "Certificates") were
issued
pursuant to a Pooling and Servicing Agreement, dated as of
March
1, 1997 (the "Agreement"), between Fleetwood Credit
Receivables
Corp., a California corporation, as Seller (the "Seller"),
and
Fleetwood Credit Corp., a California corporation, as
Servicer (the
"Servicer") and The First National Bank of Chicago, as
Trustee of the
Trust (the "Trustee"). The Certificates consist of one
class of senior
certificates, (the "Class A Certificates") and one class of
subordinated certificates, (the "Class B Certificates").
The Class A
Certificates represent an undivided ownership interest of
ninety-six
point five percent (96.5%) of the Trust and the Class B
Certificates
represent an undivided ownership interest of three point
five percent
(3.5%) the Trust. The Class B Certificates are subordinate
to the
Class A Certificates in regard to the right to receive
payments in
the event of delinquency or default on the Receivables (as
defined
below). Capitalized terms herein, unless otherwise defined
herein,
shall have the meanings specified in the Agreement.
The property of the Trust includes a pool of simple
interest retail
installment sale contracts (the "Receivables") between
dealers (the
"Dealers") in new and used recreational vehicles,
manufactured
primarily by subsidiaries of Fleetwood Enterprises, Inc.,
and retail
purchasers (the "Obligors"), and all payments due
thereunder on or
after March 1, 1997 (the "Cutoff Date") other than accrued
interest owing on Receivables prior to the Cutoff Date.
The
Receivables were originated by Dealers and subsequently
assigned to
the Servicer, and are serviced by the Servicer and evidence
the
indirect financing made available by the Servicer to the
Obligors.
The property of the Trust also includes: (i) such amounts
as from
time to time may be held in an interest bearing trust
account
established and maintained by the Seller with the Trustee
pursuant to
the Agreement (the Subordinated Reserve Fund), and the
proceeds
thereof; (ii) security interests in the financed vehicles
and any
accessions thereto; (iii) benefits under the subordination
of the
Class B Certificates and the Servicer Letter of Credit;
(iv) any
recourse rights of the Seller against Dealers; and (v) the
right to
proceeds of physical damage, credit life, and disability
insurance
policies covering the financed vehicles or the Obligors.
As of March 1, 1997, the Receivables included in the pool
consisted of 5,710 contracts with an aggregate value of
$183,011,151.56.
<PAGE>
As of December 31, 1997, the end of the year of the Trust
for which
this Form 10-K Annual Report is being filed, there were
4,806
contracts with an aggregate value of $145,388,747.74
outstanding.
The change in the aggregate principal balance of the
Receivables
between March 1, 1997, and December 31, 1997, was due to:
(i) scheduled principal payments, made by or on behalf of
the
Obligors on the Receivables; and (ii) payment in full of 63
Receivables. There were no repurchases of defaulted
Receivables
pursuant to the Reserve Fund. The net loss on Receivables
for the
period from March 1, 1997, through December 31, 1997, was
$252,106.85. The aggregate amount recovered from sales of
repossessed vehicles during the period was $271,707.03.
At December 31, 1997, there were fourteen (14) accounts
with an
aggregate principal balance of $334,999.28 that were 30-59
days
delinquent, zero (0) accounts with an aggregate principal
balance
of $0.00 that were 60-89 days delinquent, and zero (0)
account with
an aggregate principal balance of $0.00 that was 90 or more
days
delinquent. The foregoing delinquent balances represent
0.23%,
0.00%, 0.00% respectively, of the outstanding pool balance
as of
December 31, 1997 (0.187% in total).
Item 3. Legal Proceedings.
The Registrant knows of no material legal proceedings with
respect
to the Trust, involving the Trust, the Trustee or the
Company, as
Servicer of the Receivables, other than ordinary routine
litigation
incidental to the Trustee's or the Company's servicing
duties under
the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the period covered by this
report to
a vote of the Certificateholders.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder
Matters.
(a) Lehman Brothers and Salomon Brothers Inc. have
informed the Company
that, while they have been prepared to quote prices
to
institutional investors for the purchase and sale of
Certificates, to the best of their knowledge, there
have been
only limited sporadic quotations for the purchase and
sale of
Certificates.
(b) As of December 31, 1997, there was one (1)
Certificateholder of
record, Cede & Co. as nominee for the Depository
Trust Company
("DTC").
(c) Not Applicable.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and
Results of Operation.
Not Applicable.
Item 8. Financial Statement and Supplementary Data.
Not Applicable.
Item 9. Changes In and Disagreements with Accountants on
Accounting and
Financial Disclosure.
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) To the best knowledge of the registrant, as of
December 31,
1997, there was one (1) Certificateholder of record
for each
class of certificates, Cede & Co. as nominee for DTC,
whose
participating members in aggregate owned of record in
excess of
five percent (5%) of the interest represented by the
certificates, as set forth in the table below. The
Registrant
has no knowledge of whether any of such participating
member of
DTC is a "Beneficial owner" ( as that term is defined
in Rule
13d-3 under the Securities Exchange Act of 1934), of
the
Certificates held of record.
<TABLE>
<CAPTION>
Name and Address of Amount and
Nature Percent
Title of Class Class A of
of
Certificateholder Certificate
Holdings Class A
- ------------------------------------------------------------------------------
<S> <C> <C>
<C>
Fleetwood Credit Cede & Co. 176,605
96.500%
1997-A Grantor P.O. Box 20 Certificates
Trust 6.64% Bowling Green Station representing
Asset Backed New York, NY 10274 $176,605,761.26
<F1>
Certificates,
Class A
Fleetwood Credit Cede & Co. 6,405
3.500%
1997-A Grantor P.O. Box 20 Certificates
Trust 6.83% Bowling Green Station representing
Asset Backed New York, NY 10274 $6,405,390.30
<F1>
Certificates,
Class B
<FN>
<F1> Each Certificate represented $1,000 on date of issuance
and $794.43
as of December 31, 1997. As of December 31, 1997, the
aggregate
outstanding principal amount of Certificates was
$145,388,747.74.
</FN>
</TABLE>
(b) Not Applicable.
(c) Not Applicable.
<PAGE>
Item 13. Certain Relationships and Related Transactions.
(a) The Registrant knows of no transaction or series of
similar
transactions during the period from inception (March
1,
1997) through December 31, 1997, or any currently
proposed
transaction or series of similar transactions to
which the
Trustee or the Trust has been or will be a party,
involving an
amount exceeding $60,000 and in which any
Certificateholder or
any beneficial owner, in either case, who owns more
than five
percent of the interest represented by the
Certificates, or any
member of the immediate family of any
Certificateholder of
beneficial owner, had or will have a direct or
indirect
material interest.
(b) Not Applicable.
(c) Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The attached report of Coopers & Lybrand L.L.P.
regarding the
servicing activities of the Company, prepared
pursuant to
ARTICLE XIII, Section 13.11. of the Standard Terms
and
Conditions of the Agreement, is filed as Exhibit 99.
(b) In its request for a no-action letter (which letter
was issued
by the Commission on September 19, 1991), Fleetwood
Credit
Receivables Corp. on behalf of the Registrant,
proposed to
include herein as an exhibit the Annual Report
required to be
issued following the end of each calendar year by the
Trustee
regarding distributions made to Certificateholders in
the prior
year. The Registrant files herewith as Exhibit 19.2
the
Trustee's Report for December 1997 as part of the
annual report
for the calendar year 1997 pursuant to ARTICLE XIV,
Section
14.11 of the Standard Terms and Conditions of the
Agreement
is filed as part of this Report.
(c) Servicer's Certificate for December 1997 is filed as
Exhibit 19.1.
<PAGE>
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.
Fleetwood Credit 1997-A
Grantor Trust
By: FLEETWOOD CREDIT CORP.,
as Servicer
Date: March 31, 1998 By: /s/ Marvin T.
Runyon,III
Name: Marvin T. Runyon,
III
Title: Senior Vice
President
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT
NUMBERED
NUMBER EXHIBIT
PAGE
- -----------------------------------------------------------------------------
<S> <C>
<C>
19.1 Servicer's Certificate for December, 1997
19.2 Trustee's Report
99 Report of Independent Public Accountants
</TABLE>
<PAGE>
EXHIBIT 19.1
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1997-A GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1997
<TABLE>
<S> <C> <C>
Principal and Interest Collections
Beginning Pool Balance (1) $
147,679,131.38
Beginning Pool Factor [(1)/$ 183,011,151.56] (2)
0.8069406
Principal Collected (3) $
2,152,112.81
Interest Collected (4) $
1,206,650.88
Less: Accrued Interest Prior to Cut Off Date (5)
787,673.01
Less: Additional Purchased Accrued Interest (5a)
0.00
Plus: Purchased Accrued Interest -
End of Collection Period (6)
759,745.15
Net decrease/(increase) in Purchased
Accrued Interest [(5)+(5a)-(6)] (7) $
27,927.86
Plus: "Non-Reimbursable Interest Payment" (8)
7,057.22
Total Interest Received
[(4)-(5)-(5a)+(6)+(8)] (9) $
1,185,780.24
Additional Deposits
(i) Repurchase Amounts (10)
0.00
(ii) Liquidation Proceeds (11)
89,966.75
(iii) Yield Supplement Deposit Amount (12)
0.00
Total Additional Deposits [(10)+(11)+(12)] (13) $
89,966.75
Total Available Funds [(3)+(9)+(13)] (14) $
3,427,859.80
Defaulted Receivable Principal Balance [(A1)] (15) $
138,270.83
Ending Pool Balance [(1)-(3)-(15)] (16) $
145,388,747.74
Ending Pool Factor [(16)/$ 183,011,151.56] (17)
0.7944256
/TABLE
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1997-A GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1997
<TABLE>
<S> <C> <C>
<C>
Distributions:
Class A Class
B Total
Class Percentage 96.5%
3.5% 100%
Pool Factor (Ending Pool Balance) 0.7944256
0.7944256 0.7944256
Class Coupon 6.64%
6.83%
December Beginning Pool Balance [(1)] $142,510,361.78
$5,168,769.60 $147,679,131.38
December Ending Pool Balance [(16)] $140,300,141.57
$5,088,606.17 $145,388,747.74
Collected Principal [(3)] $2,076,788.86
$75,323.95 $2,152,112.81
Collected Interest [(9)] $1,144,277.93
$41,502.31 $1,185,780.24
Other Collected Interest [(9a)] $0.00
$0.00 $0.00
Additional Deposits [(10)+(11)] $86,817.91
$3,148.84 $89,966.75
Servicing Fee [(1.0%/12)x(1)] ($118,758.63)
($4,307.31) ($123,065.94)
Total Available Funds $3,189,126.07
$115,667.79 $3,304,793.86
Payments to Certificateholders:
Principal Distributable Amount[(1)-(16)] $2,210,220.21
$80,163.43 $2,290,383.64
Interest Distributable Amount $788,557.34
$29,418.91 $817,976.25
[(1)x(coupon/12)]
Total Payments to Certificateholders $2,998,777.55
$109,582.34 $3,108,359.89
Reserve Fund payment $0.00
$0.00 $0.00
Amount due Class B but paid to
Class A (subordination) $0.00
Class A Interest Carryover Shortfall $0.00
Class A Principal Carryover Shortfall $0.00
Class B Interest Carryover Shortfall
$0.00
Class B Principal Carryover Shortfall
$0.00
Amounts Remaining in the Certificate
Account to be paid to the Seller $190,348.52
$6,085.45 $196,433.97
Memo:
Principal Difference ($46,613.44)
($1,690.64) ($48,304.08)
Interest Difference $236,961.96
$7,776.09 $244,738.05
Total $190,348.52
$6,085.45 $196,433.97
</TABLE>
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1997-A GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1997
<TABLE>
<S> <C>
<C>
Determination of the Servicer Letter of Credit Amount
Number of Contracts - End of Month (45)
N/A
Original number of contracts (46)
N/A
Percent of Original Contracts remaining
[((45)/(46))x100] (47)
N/A
Original Servicer Letter of Credit Amount (48)
$ N/A
Revised Servicer Letter of Credit Amount
[Lessor of [(48)x(47) or the Beginning
Pool Balance (1)] (49)
$ N/A
Prior Month Servicer Letter of Credit Amount
[Previous Month (49)] (50)
$ N/A
Servicer Letter of Credit Fee (51)
$ N/A
Yield Supplement Amount
Receivables with coupon rates below 7.90%
Principal Outstanding (52)
$ N/A
Number of receivables (53)
N/A
Interest on the Receivables at their APR (54)
$ N/A
Interest due on the Receivables at the
Pass-Through Rate (55)
$ N/A
Yield Supplement Amount [(54)-(55)] (56)
$ N/A
Defaulted Receivables
Amount of principal and accrued interest due from
Obligors on Defaulted Receivables
Principal (A1)$
138,270.83
Interest (A2)
1,675.35
Expense (A3)
635.00
Total (A) $
140,581.18
Less: Liquidation Proceeds (B) $
89,966.75
Realized Loss [(A1)+(A2)-(B)] (C) $
49,979.43
Cumulative Losses (Including Expenses) (D) $
252,106.85
Cumulative Loss Percentage [(D)/$183,011,151.56]
0.14%
(Less than 1.5% ?)
/TABLE
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1997-A GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1997
<TABLE>
<S> <C>
<C>
Reconciliation of Reserve Fund
Beginning Reserve Fund Balance (57) $
3,691,978.28
Plus: Excess Amounts from Seller (57a)
196,433.97
Plus: Investment Earnings (57b)
19,459.80
Less: Reserve Fund Payments (58)
0.00
Subtotal Reserve Fund $
3,907,872.05
Plus: Beginning Negative Carry Balance (58a)
0.00
Plus: Negative Carry Investment Earnings (58b)
0.00
Less: Payment from Negative Carry (58c)
0.00
Ending Negative Carry Balance (58d)
0.00
Reserve Fund Prior to Payments to Seller (59) $
3,907,872.05
Required Reserve Fund Balance:
(Lesser of 1 or 2)
(1) Greater of: $3,660,223 or 2.50% of the Ending Pool
Balance
(Class A and Class B Certificate Balances), but not
greater
than the Ending Pool Balance (unless the Cumulative Loss
Percentage exceeds 1.5%), or (2);
(2) (18% - Subordination Fraction) x the Ending Pool Balance
NA
Required Amount (60) $
3,660,223.00
Amount of Excess Reserve released [(59)-(60)] (61) $
247,649.05
(No Release to be made during Pre-funding period)
Ending Reserve Fund Balance to be invested(including (62) $
3,660,223.00
Negative Carry Balance)
Reserve Fund Balance as a Percent
of the Ending Pool Balance (63)
2.52%
Interest Income on Reserve Fund for December, 1997
from First Chicago National Bank (64) $
19,459.80
Interest Income on Negative Carry Balance for (65) $
0.00
December, 1997 from First Chicago National Bank
/TABLE
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1997-A GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1997
<TABLE>
<S>
<C>
Reconciliation of Net Payment to the Trustee
Available Funds $
3,427,859.80
Servicing Fees
($123,065.94)
Total Available Funds $
3,304,793.86
Total payments to Class A $
2,998,777.55
Total payments to Class B $
109,582.34
Reserve Fund:
Excess from Seller [(57a)] $
196,433.97
Reserve Fund Payments [(58)] $
0.00
Gross payment to the Trustee $
3,304,793.86
Amounts Held by Trustee:
Less: Amount released from Reserve Fund
in excess of $3,660,223 (Net of Reserve Fund payment) $
247,649.05
Less: Balance of Prefunded Account payable
to Certificateholders
N/A
Less: Amount paid from Negative Carry
Balance [(58c)]
N/A
Less: Amount paid from Pre-Funded
Amount Earnings [(72)]
N/A
Total Other Collected Interest (9a)
N/A
Total Amount Held by Trustee
$ 247,649.05
Net payment to the Trustee
$ 3,057,144.81
Reconciliation of Pre-Funding Account
Beginning Pre-Funded Amount (70)
N/A
[Prior Month (74)]
Less: Amount applied to the purchase of
Subsequent Receivables (71)
N/A
Plus: Earnings on Pre-Funded Amount (72)
N/A
Less: Payment of Earnings (73)
N/A
Ending Pre-Funding Amount (74)
N/A
Account Activity
Number of Accounts - Beginning of Month
4,869
Less: Account Paid Off / Repurchased
63
Plus: Accounts in Collateral Addition
0
Number of Accounts - End of Month
4,806
Non-Accrual Accounts - End of Month
Number of Non-Accrual Accounts
7
Aggregate Principal Balance Outstanding
$271,707.03
</TABLE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1997-A GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1997
<TABLE>
<CAPTION>
Delinquent Accounts
Period of Delinquency Units Amount Percent of
Pool
<S> <C> <C> <C>
30 - 59 days 14 $334,999.28
0.23%
60 - 89 days 0 0.00
0.00%
90 days or more 0 0.00
0.00%
Total 14 $334,999.28
0.23% (A)
Repossession Inventory 7 $271,707.03
0.187% (B)
</TABLE>
<TABLE>
<CAPTION>
Delinquency Percentage
Quarter
OCT NOV DEC
Total (Avg)
<S> <C> <C> <C> <C>
90 days or more (000) $ 92.9 $ 0.0 $ 0.0 $
31.0
Repossession Inventory (000) $200.1 $224.7 $335.0
$253.3
Total $293.0 $224.7 $335.0
$284.2(A)
Ending Pool Balance (mils) $150.7 $147.7 $145.4
$147.9(B)
Delinquency Percentage (A)/(B)
0.19%
</TABLE>
<TABLE>
<CAPTION>
Realized Loss Analysis
Quarter
OCT NOV DEC
Total
<S> <C> <C> <C> <C>
Realized Losses/(Recoveries)(X)
[(A1+(A2)-(B)] (000) $ 50.4 $ 24.1 $ 50.0
$124.5(Sum)
Beginning Pool Balance(mils)(Y) $156.0 $150.7 $147.7
$151.5(Avg)
Realized Loss Percentage
(Less than 1.5%?) [((X)/(Y))*4]
0.33%
Realized Losses Since Inception $
247,386.55
(less than $2,745,168 ?)
Change in Realized Losses $
49,979.43
</TABLE>
<TABLE>
<S>
<C>
Proceeds from Insurance and Dealer Repurchases
Proceeds received during the month from
physical damage insurance
$0.00
Proceeds received during the month from Dealer
repurchase obligations relating to Defaulted Receivables
$0.00
</TABLE>
<PAGE>
[LOGO]
FIRST
CHICAGO
NBD
January 31, 1998
To the Holders of:
Fleetwood Credit 1997-A Grantor Trust
6.83% Asset-Backed Certificates, Class A
The following information is being provided to you for the
calendar
year 1997 pursuant to Section 14.10 of the Standard Terms and
Conditions of Agreement. Detailed below are the monthly payment
factors (per $1,000 of original issuance) for interest,
principal,
and fees and compensation paid to the Servicer. This information
can be utilized for preparation of federal income tax returns.
Should you have any further questions regarding the use of this
information, please consult your tax counsel.
<TABLE>
<CAPTION>
Fees and
Compensation
Interest Principal Paid to Servicer
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
April 5.533333 17.976343 0.833334
May 5.433864 27.642561 0.818353
June 5.280909 18.473922 0.795318
July 5.178686 25.254008 0.779923
August 5.038948 19.890089 0.758878
September 4.928889 17.308355 0.742303
October 4.833116 20.798058 0.727879
November 4.718034 28.975966 0.710547
December 4.557700 16.740084 0.686400
</TABLE>
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee<PAGE>
EXHIBIT 19.2
[LOGO]
FIRST
CHICAGO
NBD
January 31, 1998
To the Holders of:
Fleetwood Credit 1997-A Grantor Trust
6.83% Asset-Backed Certificates, Class B
The following information is being provided to you for the
calendar year 1997
pursuant to Section 14.10 of the Standard Terms and Conditions of
Agreement.
Detailed below are the monthly payment factors (per $1,000 of
original
issuance) for interest, principal, and fees and compensation paid
to the Servicer. This information can be utilized for
preparation
of federal income tax returns. Should you have any further
questions regarding the use of this information, please consult
your tax counsel.
<TABLE>
<CAPTION>
Fees and
Compensation
Interest Principal Paid to Servicer
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
April 5.691667 17.976343 0.833334
May 5.589352 27.642561 0.818353
June 5.432019 18.473922 0.795318
July 5.326871 25.254008 0.779923
August 5.183135 19.890089 0.758878
September 5.069927 17.308355 0.742303
October 4.971413 20.798058 0.727879
November 4.853038 28.975966 0.710547
December 4.688116 16.740084 0.686400
</TABLE>
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee<PAGE>
<PAGE>
EXHIBIT 99
[LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Associates First Capital Corporation and
The First National Bank of Chicago as Trustee:
We have audited, in accordance with generally accepted auditing
standards, the
consolidated balance sheet of Associates First Capital
Corporation as of
December 31, 1997, and the related consolidated statements of
earnings,
changes in stockholders' equity and cash flows for the year then
ended,
have issued our report thereon dated January 20, 1998.
In connection with our audit, nothing came to our attention that
caused us to
believe that there were any exceptions or errors in the records
relating to
receivables serviced for others by Fleetwood Credit Corp.
("Fleetwood) as
Servicer under the Pooling and Servicing Agreement dated as of
March 1, 1997,
among Fleetwood, as Servicer, Fleetwood Credit Receivables Corp.,
as Seller, and
The First National Bank of Chicago, as Trustee, and the Fleetwood
Credit Grantor
Trust Standard Terms and Conditions of Agreement
(Senior/Subordinated) effective
March 1, 1997, incorporated by reference therein (collectively,
the "Agreement"),insofar as such exceptions or errors related to
accounting
matters. However, our audit was not directed primarily toward
obtaining
knowledge of such exceptions or errors.
We are independent with respect to the Associates First Capital
Corporation and
Fleetwood under Rule 101 of the AICPA's Code of Professional
Conduct and its
interpretations.
This report, issued pursuant to Section 13.11 of the Agreement,
is intended
solely for the information and use of the Board of Directors and
management of
Associates First Capital Corporation and The First National Bank
of Chicago and
should not be used for any other purpose.
Dallas, Texas
January 20, 1998
/s/ Coopers & Lybrand L.L.P.
