SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to __________
Commission file number: 000-23507
CIT RV TRUST 1997-A
(Exact name of registrant as specified in its charter)
Delaware 52-6896758
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o The CIT Group Securitization Corporation II
650 CIT Drive
Livingston, New Jersey 07039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 740-5000
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
<PAGE>
PART I
Item 1. Business.
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On December 2, 1997 The CIT Group Securitization Corporation II (the
"Company") sold $40,300,000 aggregate principal amount of Class A-1 5.80% Asset
Backed Notes; $32,000,000 aggregate principal amount of Class A-2 5.985% Asset
Backed Notes; $89,000,000 aggregate principal amount of Class A-3 6.018% Asset
Backed Notes; $128,000,000 aggregate principal amount of Class A-4 6.200% Asset
Backed Notes; $74,000,000 aggregate principal amount of Class A-5 6.250% Asset
Backed Notes; $106,000,000 aggregate principal amount of Class A-6 6.350% Asset
Backed Notes; $49,700,000 aggregate principal amount of Class A-7 6.400% Asset
Backed Notes; $31,000,000 aggregate principal amount of Class B 6.450% Asset
Backed Notes (the "Notes") and $14,122,864 aggregate principal amount of 6.800%
Asset Backed Certificates (the Certificates"). The Notes and the Certificates
have the benefit of a Reserve Account. The Notes and the Certificates were
offered for sale to the public pursuant to a Prospectus Supplement dated
November 20, 1997 to a Prospectus dated October 29, 1997 (the "Prospectus").
The Certificates represent an ownership interest in CIT RV Trust 1997-A
(the "Trust") and the Notes represent obligations of the Trust. The Trust was
created, and the Certificates were issued, pursuant to a Trust Agreement, dated
as of November 1, 1997 (the "Trust Agreement"), between the Company and First
Omni Bank, N.A., as owner trustee (the "Owner Trustee"). The Notes were issued
pursuant to an Indenture, dated as of November 1, 1997 (the "Indenture"),
between the Trust and Harris Trust and Savings Bank, as Indenture trustee (the
"Indenture Trustee").
The Trust's only business is to act as a passive conduit to permit
investment in a pool of retail consumer receivables.
Year 2000 Compliance
--------------------
The Year 2000 compliance issue arises out of the inability of
computers, software and other equipment utilizing microprocessors to recognize
and properly process data fields containing a 2 digit year. In response to this
issue, The CIT Group/Sales Financing, Inc. ("Servicer") has developed a
comprehensive project to ensure that its software applications and systems are
Year 2000 compliant. The scope of this project includes, among other things, the
assessment of "at risk" applications and systems, an assessment of the
interdependencies of various systems and the relative importance of each system
to the business, the design and execution of required modifications to achieve
Year 2000 compliance, and the plans for testing of modifications to verify Year
2000 compliance. The Servicer expects to complete substantially all Year 2000
remediation and testing by the end of the first quarter of 1999. The Servicer's
ability to meet this timetable is in part dependent upon the ability of third
parties, such as software vendors and developers, to meet their stated
deadlines. In addition, the Servicer is communicating with other third parties,
including vendors, borrowers and obligors, to determine the status of their Year
2000 compliance efforts in an effort to reduce the Servicer's potential exposure
to such third parties' Year 2000 issues. While the Servicer has made and will
continue to make certain investments related to this project, the financial
impact to the Servicer of such investments has not been, and is not anticipated
to be, material to its financial position or results of operations.
Item 2. Properties.
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The property of the Trust primarily includes a pool of simple interest
retail installment sale contracts and direct loans secured by the new and used
recreation vehicles financed thereby (the "Contracts").
All of the Contracts were acquired by the Company from The CIT
Group/Sales Financing, Inc. ("CITSF") pursuant to the terms of a Purchase
Agreement, dated as of November 1, 1997, and sold by the Company to the Trust
pursuant to a Sale and Servicing Agreement, dated as of November 1, 1997 (the
"Sale and Servicing Agreement"), among the Company, as seller, CITSF, as
servicer, and the Trust.
Information related to the payment on the Contracts by the obligors
under the Contracts is set forth in the 1997 Annual Statement of Trust filed as
Exhibit 99.3 to this Annual Report on Form 10-K.
<PAGE>
Item 3. Legal Proceedings.
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The Registrant knows of no material legal proceeding with respect to or
involving the Owner Trustee, the Company or CITSF.
Item 4. Submission of Matters to a Vote of Security Holders.
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No matter was submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
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Other than one Certificate in the amount of $142,864.00 the
Certificates and Notes are held and delivered in book-entry form through the
facilities of The Depository Trust Company ("DTC"), a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended.
As of January 5, 1998, 100% of the Class A-1 Notes were held in the
nominee name of Cede & Co. for 4 beneficial owners, 100% of the Class A-2 Notes
were held in the nominee name of Cede & Co. for 2 beneficial owners, 100% of the
Class A-3 Notes were held in the nominee name of Cede & Co. for 11 beneficial
owners, 100% of the Class A-4 Notes were held in the nominee name of Cede & Co.
for 24 beneficial owners, 100% of the Class A-5 Notes were held in the nominee
name of Cede & Co. for 10 beneficial owners, 100% of the Class A-6 Notes were
held in the nominee name of Cede & Co. for 7 beneficial owners, 100% of the
Class A-7 Notes were held in the nominee name of Cede & Co. for 2 beneficial
owners and 100% of the Class B Notes were held in the nominee name of Cede & Co.
for 3 beneficial owners. As of February 19, 1998, one Certificate in the amount
of $5,000,000.00 was held in the name of Cudd & Co, c/o The Chase Manhattan Bank
N.A. as registered owner; two Certificates in the amounts of $7,000,000.00 and
$1,980,000.00 were held in the name of Credit Suisse First Boston Corp. and one
definitive Certificate was held in the name of an affiliate of the Company as
registered owner.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure.
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None.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a) Exhibits:
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Exhibit Number Description
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19 Annual Accountants' Report with respect to the
servicing of the contracts by the Servicer,
pursuant to the Sale and Servicing Agreement.
99.1 Annual Officer's Certificate.
99.2 Management's Assertion.
99.3 1997 Annual Statement of Trust.
<PAGE>
(b) Reports on Form 8-K:
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Current Reports on Form 8-K are filed each
month. The reports include as an exhibit, the
Monthly Reports to Certificateholders. Current
Reports on Form 8-K dated December 15, 1997 and
January 15, 1998 were filed with the Securities
and Exchange Commission.
(c), (d) Omitted.
<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CIT RV TRUST 1997-A
(Registrant)
By: The CIT Group/Sales Financing, Inc.,
as Servicer
Dated: March 13, 1998 By: /s/ Frank J. Madeira
------------------------
Name: Frank J. Madeira
Title: Vice President
Exhibit 19
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Annual report of Accountants with respect to the servicing of the contracts
by the Servicer, pursuant to the Sale and Servicing Agreement
Independent Auditors' Report
The Board of Directors
The CIT Group/Sales Financing, Inc.:
We have examined management's assertion about The CIT Group/Sales Financing,
Inc.'s (the Company), a wholly-owned subsidiary of The CIT Group, Inc.,
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers as of and for the year ended December 31, 1997 included in the
accompanying management assertion. Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Company's compliance
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company has complied in all
material respects with the aforementioned minimum servicing standards as of and
for the year ended December 31, 1997 is fairly stated, in all material respects.
/s/ KPMG Peat Marwick LLP
--------------------------
KPMG Peat Marwick LLP
March 13, 1998
Exhibit 99.1
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THE CIT GROUP/SALES FINANCING, INC.
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ANNUAL OFFICER'S CERTIFICATE
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The undersigned certifies that he is a Vice President of The CIT
Group/Sales Financing, Inc., a corporation organized under the laws of the state
of Delaware ("CITSF"), and that as such he is duly authorized to execute and
deliver this certificate on behalf of CITSF in connection with Section 4.10 (a)
of the Sale and Servicing Agreement, dated as of November 1, 1997 (the
"Agreement"), among CITSF, The CIT Group Securitization Corporation II, as
Seller, and CIT RV Trust 1997-A, for which First Omni Bank, N.A. acts as Owner
Trustee and Harris Trust and Savings Bank acts as Indenture Trustee (all
capitalized terms used herein without definition having the respective meanings
specified in the Agreement). The undersigned further certifies to the Owner
Trustee and to the Indenture Trustee that a review of the activities of CITSF
during the preceding calendar year and of its performance under the Agreement
has been made under his supervision and to the best of his knowledge, based on
such review, CITSF has fulfilled its obligations under the Agreement during the
preceding calendar year.
IN WITNESS WHEREOF, I have affixed hereto my signature this 13th day of
March, 1998.
/s/ Frank J. Madeira
------------------------
Name: Frank J. Madeira
Title: Vice President
Exhibit 99.2
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March 13, 1998
MANAGEMENT'S ASSERTION
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As of and for the year ended December 31, 1997, The CIT Group/Sales Financing,
Inc.(the Company), a wholly owned subsidiary of The CIT Group, Inc. has complied
in all material respects with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
----------------------------------
for Mortgage Bankers. As of and for this same period, the Company had in effect
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a fidelity bond and errors and omissions policy in the amount of $50 million and
$5 million, respectively.
Management's assertion herein relates to the application of these minimum
servicing standards as they apply to loans serviced for others.
THE CIT GROUP/SALES FINANCING, INC.
/s/ James J. Egan, Jr.
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James J. Egan, Jr.
President and Chief Executive Officer
/s/ Richard W. Bauerband
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Richard W. Bauerband
Executive Vice President
/s/ Christine L. Reilly
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Christine L. Reilly
Vice President and Controller
<PAGE>
MINIMUM SERVICING STANDARDS
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I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall:
be mathematically accurate;
be prepared within forty-five (45) calendar days after the cutoff date;
be reviewed and approved by someone other than the person who prepared
the reconciliation; and
document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
2. Funds of the servicing entity shall be advanced in cases where there
is an overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank
accounts and related bank clearing accounts within two business days of receipt
(with the exception of securitization servicing contracts for which custodial
accounts are not applicable).
2. Mortgage payments made in accordance with the mortgagor's loan
documents shall be posted to the applicable mortgagor records within two
business days of receipt.
3. Mortgage payments shall be allocated to principal, interest,
insurance, taxes or other escrow items in accordance with the mortgagor's loan
documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be
posted within two business days to the mortgagor's or investor's records
maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been received by
the servicing entity at least thirty (30) calendar days prior to these dates.
4. Any late payment penalties paid in conjunction with the payment of
any tax bill or insurance premium notice shall be paid from the servicing
entity's funds and not charged to the mortgagor, unless the late payment was due
to the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports
shall agree with the canceled checks, or other form of payment, or custodial
bank statements.
6. Unissued checks shall be safeguarded so as to prevent unauthorized
access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or
reconcile to, investors' records on a monthly basis as to the total unpaid
principal balance and number of loans serviced by the servicing entity.
<PAGE>
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid principal
balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the
mortgagor's loan documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the applicable state laws.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during
the period a loan is in default and shall be updated at least monthly. Such
records shall describe the entity's activities in monitoring delinquent loans
including, for example, phone calls, letters and mortgage payment rescheduling
plans in cases where the delinquency is deemed temporary (e.g., illness or
unemployment).
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on
the servicing entity throughout the reporting period in the amount of coverage
represented to investors in management assertion.
Exhibit 99.3
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The CIT RV Owner Trust 1997-A
Exhibit to 10K
For The Year Ending 12/31/97
1. Aggregate Principal & Interest Received on Contracts 27,689,341.85
2. Aggregate Liquidation Proceeds on the Contracts with respect 32.17
to Principal
3. Repurchased Contracts 74,094.66
4. Investment Earnings on Collection Account 6,168.69
5. Servicer Monthly Advances 1,404,553.94
6. Reimbursement of prior monthly Servicer Advances (392,618.44)
7. Incorrect Deposits 0.00
8. Draws from the Reserve Account 0.00
9. Aggregate Distribution made in respect of Interest:
(a) Class A-1 Note Interest @ 5.800% 241,813.71
(b) Class A-2 Note Interest @ 5.985% 228,760.00
(c) Class A-3 Note Interest @ 6.018% 639,746.83
(d) Class A-4 Note Interest @ 6.200% 947,911.11
(e) Class A-5 Note Interest @ 6.250% 552,430.56
(f) Class A-6 Note Interest @ 6.350% 803,980.56
(g) Class A-7 Note Interest @ 6.400% 379,928.89
(h) Class B Note Interest @ 6.450% 238,829.17
(i) Certificate Interest @ 6.800% 114,709.04
----------------------
Total Interest Distributions 4,148,109.87
10. Aggregate Distribution made in respect of Principal:
(a) Class A-1 Note Principal Distributions 18,612,386.64
(b) Class A-2 Note Principal Distributions 0.00
(c) Class A-3 Note Principal Distributions 0.00
(d) Class A-4 Note Principal Distributions 0.00
(e) Class A-5 Note Principal Distributions 0.00
(f) Class A-6 Note Principal Distributions 0.00
(g) Class A-7 Note Principal Distributions 0.00
(h) Class B Note Principal Distributions 0.00
(i) Certificate Principal Distributions 0.00
----------------------
Total Principal Distributions 18,612,386.64
11. Servicer Payment 472,611.30
12. Deposits to the Reserve Account 5,548,465.05
13. Reserve Account Distributions:
(a) Draws deposited to the Note Distribution Account 0.00
(b) Draws deposited to the Certificate Distribution 0.00
Account
(c) Distribution to Lender 5,998,195.91
(d) Distribution to Affiliated Owner 0.00
----------------------
Total Reserve Account Distributions 5,998,195.91
14. Delinquency Information as of 12/31/97 Account Number
---------------------- ----------
(a) 31-59 Days 5,360,490.44 220
(b) 60-89 Days 1,806,637.29 57
(c) 90-119 Days 17,364.05 2
(d) 120 + Days 0.00 0
15. Contracts Liquidated in 1997 2,020.91
