SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File Number 333-56303
FORM 10-K
Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
State of Organization - Nevada
I.R.S. Employer Identification Number - 91-1904587
Principal Executive Offices
655 Maryville Centre Drive
St. Louis, MO 63141-5832
Telephone Number: (314) 523-3000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a 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 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 15, 2000 its Parent Company, Ganis Credit Corporation, a Delaware
corporation controlled the Registrant.
TABLE OF CONTENTS
PART ITEM
I 1. Business
2. **
3. * Legal Proceedings
4. * Submission of Matters to a Vote of Security Holders
II 5. * Market for Registrant's Common Equity and Related
Stockholder Matters
6. **
7. **
7A.**
8. **
9. **
III 10. **
11. **
12. **
13. **
IV 14. * Exhibits, Financial Statements, Schedules
and Reports on Form 8-K
Signatures
Exhibit Index
* Item prepared by Registrant in compliance with affiliated entity's Exemption
Request Letters of April 25, 1994 and June 30, 1994 as provided in the July
1, 1994 response letter from the Office of Chief Counsel, Division of
Corporate Finance, United States Securities and Exchange Commission, addressed
to Registrant as ITT Floorplan Receivables, L.P., which name was changed to
Deutsche Floorplan Receivables, L.P.
** Omitted pursuant to Exemption Request Letters noted in previous
[*] footnotes.
PART I
Item 1.
Business.
The Registrant, Deutsche Recreational Asset Funding Corporation is a
wholly owned subsidiary of Ganis Credit Corporation ("Ganis") a
Delaware corporation. The Registrant was organized for limited purposes, which
include purchasing of receivables from Ganis and its affiliates and transferring
such receivables to third parties and any activities incidental to and necessary
or convenient for the accomplishment of such purposes.
In accordance with its stated business purposes, the Registrant has formed
Distribution Financial Services RV Trust 1999-1, ("RV Trust 1999-1") pursuant to
a Transfer and Servicing Agreement, dated as of March 1, 1999, among the RV
Trust 1999-1 as Issuer, the Registrant as Depositor and Ganis, as Servicer. To
facilitate the issuance of notes, the Registrant as Depositor and Norwest Bank
Minnesota, National Association, as Owner Trustee entered into a Trust
Agreement, as amended and restated as of March 1, 1999. In addition, as of
March 1, 1999, the RV Trust 1999-1 as Issuer entered into an Indenture with The
Chase Manhattan Bank, as Indenture Trustee. The RV Trust 1999-1 assets
consist primarily of receivables which include recreational vehicle installment
sales contracts or installment loans originated by Ganis or acquired by Ganis
from time to time in financing arrangements among Ganis and/or its affiliates
with certain dealers to finance recreational vehicle sales. The RV Trust 1999-1,
in turn offers from time to time various classes of notes secured by the assets
contained in the RV Trust 1999-1. As of December 31, 1999 the RV Trust 1999-1
had $801,724,788.09 of such Notes outstanding bearing the following
identifications:
Class A-1 Notes . . . . . . . . . . . . . $ -0-
Class A-2 Notes . . . . . . . . . . . . . 141,996,788.09
Class A-3 Notes . . . . . . . . . . . . . 197,998,000.00
Class A-4 Notes . . . . . . . . . . . . . 192,642,000.00
Class A-5 Notes . . . . . . . . . . . . . 159,722,000.00
Class A-6 Notes . . . . . . . . . . . . . 64,366,000.00
Class B Notes . . . . . . . . . . . . . 25,000,000.00
Class C Notes . . . . . . . . . . . . . 20,000,000.00
Total RV Trust 1999-1 Notes Outstanding. . . . $801,724,788.09
In furtherance of its stated business purposes, the Registrant has formed
Distribution Financial Services Marine Trust 1999-2, ("Marine Trust 1999-2")
pursuant to a Transfer and Servicing Agreement, dated as of May 1, 1999, among
Marine Trust 1999-2 as Issuer,the Registrant as Depositor and Ganis as Servicer.
To facilitate the issuance of notes, the Registrant as Depositor and Norwest
Bank Minnesota, National Association, as Owner Trustee entered into a Trust
Agreement, as amended and restated as of May 1, 1999. In addition, as of May
1, 1999, the Marine Trust 1999-2 as Issuer entered into an Indenture with The
Chase Manhattan Bank, as Indenture Trustee. The Marine Trust 1999-2 assets
consist primarily of receivables which include recreational sport and power boat
and yacht installment sales contracts or installment loans originated by Ganis
or acquired by Ganis from time to time in financing arrangements among Ganis
and/or affiliates with certain dealers to finance marine equipment vehicle
sales. The Marine Trust 1999-2, in turn has offered various classes
of notes secured by the assets contained in the Marine Trust 1999-2. As of
December 31, 1999 the Marine Trust 1999-2 had $476,672,852.06 of such Notes
outstanding bearing the following identifications:
Class A-1 Notes . . . . . . . . . . . . . $137,770,852.06
Class A-2 Notes . . . . . . . . . . . . . 55,567,000.00
Class A-3 Notes . . . . . . . . . . . . . 108,129,000.00
Class A-4 Notes . . . . . . . . . . . . . 66,207,000.00
Class A-5 Notes . . . . . . . . . . . . . 53,999,000.00
Class B Notes . . . . . . . . . . . . . 33,000,000.00
Class C Notes . . . . . . . . . . . . . 22,000,000.00
Total Marine Trust 1999-2 Notes Outstanding. . $476,672,852.06
In addition, and consistent with its stated business purposes, the Registrant
has formed Distribution Financial Services RV Trust 1999-3, ("RV Trust 1999-3")
pursuant to a Transfer and Servicing Agreement, dated as of July 1, 1999, among
the RV Trust 1999-3 as Issuer,the Registrant as Depositor and Ganis as Servicer.
To facilitate the issuance of notes, the Registrant as Depositor and Norwest
Bank Minnesota, National Association, as Owner Trustee entered into a Trust
Agreement, as amended and restated as of July 1, 1999. In addition, as of July
1, 1999, the RV Trust 1999-3 as Issuer entered into an Indenture with The Chase
Manhattan Bank, as Indenture Trustee. The RV Trust 1999-3 assets consist
primarily of receivables which include recreational vehicle installment sales
contracts or installment loans originated by Ganis or acquired by Ganis from
time to time in financing arrangements among Ganis and/or affiliates with
certain dealers to finance recreational vehicle sales. The RV Trust 1999-3, in
turn has offered various classes of notes secured by the assets
contained in the RV Trust 1999-3. As of December 31, 1999 the RV Trust 1999-3
had $339,692,779.42 of such Notes outstanding bearing the following
identifications:
Class A-1 Notes . . . . . . . . . . . . . $ -0-
Class A-2 Notes . . . . . . . . . . . . . 95,328,779.42
Class A-3 Notes . . . . . . . . . . . . . 48,470,000.00
Class A-4 Notes . . . . . . . . . . . . . 86,608,000.00
Class A-5 Notes . . . . . . . . . . . . . 37,585,000.00
Class A-6 Notes . . . . . . . . . . . . . 54,847,000.00
Class B Notes . . . . . . . . . . . . . 9,363,000.00
Class C Notes . . . . . . . . . . . . . 7,491,000.00
Total RV Trust 1999-3 Notes Outstanding. . . . 339,692,779.42
Item 3.
Legal Proceedings.*
None
Item 4.
Submission of Matters to a Vote of Security Holders.*
None
PART II
Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters.*
PART IV
Item 14.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K.*
(a) Financial Statements.
The Registrant includes as exhibits hereto the Annual Accountant's Report on
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers with respect to all series Notes issued and outstanding by Distribution
Financial Services RV Trust 1999-1, Distribution Financial Services Marine Trust
1999-2 and Distribution Financial Services RV Trust 1999-3.
(b) Reports on Form 8-K.
The Registrant has filed reports on Form 8-K for each month during 1999 when any
series of Notes are outstanding reporting Item 5 - Other Events and including
therewith as an exhibit, the applicable Collection Period Statement information
with respect to (a) Distribution Financial Services RV Trust 1999-1 Notes, and
(b) Distribution Financial Services RV Trust 1999-3 Notes including (i) the
Class A-1 Notes, (ii) the Class A-2 Notes, (iii) the Class A-3 Notes, (iv) the
Class A-4 Notes, (v) the Class A-5 Notes, (vi) the Class A-6 Notes, (vii)
the Class B Notes and (viii) the Class C Notes of each series of Notes as
required. In addition, the applicable Collection Period Statement information
with respect to Distribution Financial Services Marine Trust 1999-2 Notes was
also included with respect to (i) the Class A-1 Notes, (ii) the Class A-2 Notes,
(iii) the Class A-3 Notes, (iv) the Class A-4 Notes, (v) the Class A-5 Notes,
(vi) the Class B Notes and (vii) the Class C Notes of such series of Notes.
In addition, under Item 5 - Other Events, the Registrant reported in Form 8-K,
certain specified information made available on a monthly basis to Noteholders
of both the Distribution Financial Services RV Trust 1999-1 Notes, the
Distribution Financial Services Marine Trust 1999-2 Notes and Distribution
Financial Services RV Trust 1999-3 Notes included with each Form 8-K, the
Registrant filed as exhibits thereto copies of the monthly Noteholders'
Statements required for such period to Noteholders of both the Distribution
Financial Services RV Trust 1999-1 Notes, the Distribution Financial Services
Marine Trust 1999-2 Notes and Distribution Financial Services RV Trust 1999-3
Notes.
SIGNATURES
Pursuant to the requirements of Section 13 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.
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
By: /s/ Stephen J. Gentry By: /s/ Richard C. Goldman
Vice President and Controller Vice President and Secretary
March 14, 2000 March 14, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature/Title Date
/s/ Stephen J. Gentry March 14, 2000
Vice President & Controller
Deutsche Recreational Asset Funding Corporation
/s/ Richard C. Goldman March 14, 2000
Director
Deutsche Recreational Asset Funding Corporation
/s/ Monte L. Miller March 22, 2000
Director
Deutsche Recreational Asset Funding Corporation
/s/ Phil Stout March 22, 2000
Director
Deutsche Recreational Asset Funding Corporation
EXHIBIT INDEX
Incorporated by reference to
Exhibit Exhibit in Registration
Number Title Statement Number 333-56303
2 Plan of acquisition, reorganization,
arrangement, liquidation or succession Not Applicable
3 Articles of Incorporation of Exhibit 3.1
Registrant
By-Laws of Registrant Exhibit 3.2
4 Instruments defining the rights of
security holders, including indentures Exhibit 4.1
9 Voting trust agreements Not Applicable
10 Material Contracts None
11 Statement re computation of
per share earnings Not Applicable
12 Statement re computation of ratios Not Applicable
13 Annual report of security holders,
Form 10-Q or quarterly reports
to security holders None
16 Letter re change in certifying
accountant None
18 Letter re changes in accounting
principles None
21 Subsidiaries of Registrant Not Applicable
22 Published report regarding matters
submitted to vote of security holders None
23 Consents of experts and counsel Not Applicable
24 Power of attorney Not Applicable
27 Financial Data Schedule Not Applicable
99 Additional Exhibits Filed Herewith
(i) Accountants' Annual Report, and as EX-1
(ii) Management's Report on Compliance
Independent Accountant's Report
Deutsche Financial Services Corporation:
We have examined management's assertion about Deutsche Financial
Services Corporation's compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers
(USAP) relating to RV Trust 1999-1, Marine Trust 1999-2, and RV
Trust 1999-3 as of and for the period ended December 31, 1999
included in the accompanying management assertion. Management is
responsible for Deutsche Financial Services Corporation's
compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's
assertion about the entity'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 Deutsche Financial Services Corporation'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 Deutsche Financial Services Corporation's compliance with the
minimum servicing standards.
In our opinion, management's assertion that Deutsche Financial
Services Corporation complied with the aforementioned minimum
Servicing standards as of and for the period ended December
31, 1999 is fairly stated, in all material respects.
By: KPMG LLP
10 South Broadway - Suite 900
St. Louis, MO 63102-1761
Date: March 3, 2000
Management Report on Deutsche Financial Services Corporation
Compliance, as Servicer, with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers relating to RV
Trust 1999-1, Marine Trust 1999-2, and RV Trust 1999-3.
As of and for the period ended December 31, 1999, Deutsche
Financial Services Corporation has complied in all material
respects with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers relating to RV Trust
1999-1, Marine Trust 1999-2, and RV Trust 1999-3. As of and for
this same period, Deutsche Financial Services Corporation had in
effect a fidelity bond and errors and omissions policy in the
amount of DM 100,000,000.00.
Sincerely,
By: /s/ Richard C. Goldman
Senior Vice President, Secretary and Chief Legal Officer
Date: March 3, 2000
By: /s/ Stephen J. Gentry
Senior Vice President and Controller
Date: March 3, 2000
