<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(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 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission File No. 333-59837
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I
- ------------------------------------------------------------------
(Exact name of Registrant as specified in its Certificate of Trust)
HOUSEHOLD AUTO RECEIVABLES CORPORATION
- -----------------------------------------------------------------
(Depositor to the Trust)
(Exact name as specified in Depositor's charter)
DELAWARE Not Applicable
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation of Registrant Number of the Registrant)
c/o Wilmington Trust Company
Rodney Square North
Wilmington Delaware 19890
- ------------------------------------------------------------------
(Address of principal executive offices of Registrant) (Zip Code)
Trustee's telephone number, including area code (302) 651-1000
--------------
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
----- -----
The aggregate principal amount of the equity certificates
in the Trust held by non-affiliates of the Depositor as of
December 31, 1998 was $0.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
-------------------------------------------------------
(a) The following documents are filed as a part of this report:
(1) Financial Statements
Report of Independent Public Accountants
Statement of Income and Retained Earnings
Balance Sheet
Statement of Cash Flows
Notes to Financial Statements
(b) The Registrant filed one current report on Form 8-K
during the fourth quarter of 1998.
Date of Reports Items Covered
--------------- -------------
November 24, 1998 Item 5 -- Computational materials used
in distribution of the Series 1998-1
Notes.
(c) Exhibits
4.1 Trust Agreement between Household Auto Receivables
Corporation and Wilmington Trust Company, as Owner
Trustee dated as of March 1, 1998.
4.2 (Incorporated by reference to Exhibit 4.1 of the
Registrant's Form 8-K dated as of December 3, 1998 and
filed on January 22, 1999).
4.3 Indenture, dated as of November 1, 1998 among the
Trust, HFC and the Chase Manhattan Bank, as Indenture
Trustee. (Incorporated by reference to Exhibit 4.2 of
the Registrant's Form 8-K dated as of December 3, 1998 and
filed on January 22, 1999).
4.4 Series 1998-1 Supplement, dated as of November 1, 1998 to
the Indenture dated as of November 1, 1998 and to the Trust
Agreement dated as of March 1, 1998; among HFC, the Trust,
the Depositor, Wilmington Trust Company, as Owner Trustee
and The Chase Manhattan Bank, as Indenture Trustee.
(Incorporated by reference to Exhibit 4.3 of the
Registrant's Form 8-K dated as of December 3, 1998 and
filed on January 22, 1999).
10.1 Master Sale and Servicing Agreement, among the Trust, the
Depositor, HFC and The Chase Manhattan Bank, as Trustee,
amended and restated as of November 1, 1998. (Incorporated
by reference to Exhibit 4.4 of the Registrant's Form 8-K
dated as of December 3, 1998 and filed on January 22, 1999).
27 Financial Data Schedule.
99 Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 for Household Automobile Revolving
Trust I, Series 1998-1
(d) Not Applicable.<PAGE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d)
of the Securities Exchange Act of 1934, the Depositor has
duly caused this report to be signed on behalf of the
Household Automobile Revolving Trust I by the undersigned,
thereunto duly authorized.
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I
--------------------------------------
(Registrant)
By: HOUSEHOLD AUTO RECEIVABLES
CORPORATION, as Depositor of and
on behalf of the Registrant
Date: March 31, 1999. By: /s/ Steven L. McDonald
----------------------
Steven L. McDonald
Vice President
and Controller
k:\law\tr\auto\auto10ka.as1
<PAGE> 1
EXHIBIT 99
----------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-59837
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I, SERIES 1998-1
(Exact name of Registrant as specified in Department
of the Treasury, Internal Revenue Service Form SS-4)
HOUSEHOLD FINANCE CORPORATION
(Master Servicer of the Trust)
(Exact name as specified in Master Servicer's charter)
DELAWARE Not Applicable.
(State or other jurisdiction of (I.R.S. Employer
incorporation of Master Identification Number of
Servicer) Registrant)
2700 SANDERS ROAD, PROSPECT HEIGHTS, ILLINOIS 60070
(Address of principal executive offices of (Zip Code)
Master Servicer)
Master Servicer's telephone number, including area code:
(847)564-5000
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
The aggregate principal amount of the Notes held by non-affiliates
of the Master Servicer as of December 31, 1998 was approximately
$616.5 Million.
<PAGE>
<PAGE> 2
INTRODUCTORY NOTE
Household Auto Receivables Corporation (the "Seller") is the
seller under the amended and restated Master Sale and Servicing
Agreement (the "Agreement") dated as of November 1, 1998, by and
among Household Automobile Revolving Trust I, as Issuer, the
Seller, Household Finance Corporation, as Master Servicer (the
"Master Servicer") and The Chase Manhattan Bank, as trustee (the
"Trustee"), with respect to the Series 1998-1 Notes (the "Notes").
The Notes consist of eight classes of notes. Two classes are
held by the Seller. As of December 31, 1998, the outstanding
principal balance of the Series 1998-1 Notes was approximately
$757,160,000 and the receivables held by the Issuer had an
aggregate outstanding principal balance of approximately
$834,117,000. A reserve account held for the benefit of the
Noteholders had a balance of approximately $19,634,000. For the
benefit of holders of the Class A-3 and Class A-4 Notes, the Issuer
is party to an interest rate cap requiring the counterparty to make
payments to the Issuer in the event LIBOR exceeds 6.5% The Master
Servicer has prepared this Form 10-K on behalf of the Registrant in
reliance upon various no-action letters issued by the Securities
and Exchange Commission (the "Commission") to other trusts which
are substantially similar to the Trust. Items designated herein as
"Not Applicable" have been omitted as a result of this reliance.
<PAGE>
<PAGE> 3
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
Not Applicable.
Item 3. Legal Proceedings.
The Master Servicer is not aware of any material pending
legal proceedings involving either the Registrant, the
Trustee, the Seller or the Master Servicer with respect
to the Notes or the Registrant's property.
Item 4. Submission of Matters to a Vote of Security Holders.
No vote or consent of the holders of the Noteholders (the
"Noteholders") was solicited for any purpose during the
year ended December 31, 1998.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
To the best knowledge of the Master Servicer, there is no
established public trading market for the Notes. As of
March 19, 1999, there were 4 Class A-1 Noteholders, 3
Class A-2 Noteholders, 12 Class A-3 Noteholders, 6 Class
A-4 Noteholders, 1 Class A-5 Noteholder and 14 Class B-1
Noteholders, some of whom may be holding Notes for the
accounts of others. The Class B-2 and Class C Notes, as
well as the Series 1998-1 Certificate are held by the
Seller.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not Applicable.<PAGE>
<PAGE> 4
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
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.
The following table sets forth (i) the name and address
of each entity which holds of record more than 5% of the
outstanding principal amount of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 or the Class B-1 Notes,
(ii) the principal amount of Notes owned by each, and
(iii) the percent that the principal amount of Notes
owned represents of the outstanding principal amount.
The information set forth in the table is based upon
information obtained by the Master Servicer from the
Trustee and from The Depository Trust Company as of March
19, 1999. The Master Servicer is not aware of any
Schedules 13D or 13G filed with the Securities and
Exchange Commission in respect of the Notes.
<PAGE>
<PAGE> 5
Amount Owned
All dollar amounts are
in thousands
Name and Address Principal Percent
Class A-1 Noteholders
Boston Safe Deposit and $ 24,870 17.84%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Pittsburgh, PA 15259
Chase Manhattan Bank, N.A. $ 34,000 24.40%
4 New York Plaza - 13th Floor
New York, NY 10004
Suntrust Bank $ 80,000 57.40%
303 Peachtree St., 14th Floor
Atlanta, GA 30308
Class A-2 Noteholders
Bank of New York $ 6,500 12.04%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank $ 10,000 18.52%
4 New York Plaza - 13th Floor
New York, NY 10004
State Street Bank and $ 37,500 69.44%
Trust Company
Global Corp. Action Dept.
P. O. Box 1631
Boston, MA 02105-1631
<PAGE>
<PAGE> 6
Amount Owned
All dollar amounts are
in thousands
Name and Address Principal Percent
Class A-3 Noteholders
Bank of New York $ 10,000 6.99%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust Company $ 11,500 8.08%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and $ 70,000 48.95%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Pittsburgh, PA 15259
Citibank, N.A. $ 20,000 13.99%
P. O. Box 30576
Tampa, FL 33630-3576
NBD Bank $ 18,000 12.59%
611 Woodward Avenue
Detroit, MI 48226
Class A-4 Noteholders
The Bank of New York -- $ 15,000 18.56%
Banco Di Napoli
One Wall Street
New York, NY 10286
Boston Safe Deposit and $ 20,000 24.74%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Pittsburgh, PA 15259
Chase Manhattan Bank $ 30,832 38.14%
4 New York Plaza - 13th Floor
New York, NY 10004
Republic National Bank of $ 10,000 12.37%
New York Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
<PAGE>
<PAGE> 7
Amount Owned
All dollar amounts are
in thousands
Name and Address Principal Percent
Class A-5 Noteholder
Bank of New York $100,000 100.00%
925 Patterson Plank Road
Secaucus, NJ 07094
Class B-1 Noteholders
First Union National Bank $ 87,303 87.92%
1525 West W. T.
Harris Blvd.
Charlotte, NC 28288
Norwest Bank Minnesota, $ 5,100 5.14%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
Item 13. Certain Relationships and Related Transactions.
None or Not Applicable.
<PAGE>
<PAGE> 8
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) List the following documents filed as a part of the
report:
(1) Financial Statements
Not Applicable.
(2) Financial Statement Schedules
Not Applicable.
(3) The Master Servicer is obligated to prepare
an Annual Statement to Noteholders for the
year ended December 31, 1998, and Independent
Public Accountants are required to prepare an
Annual Servicing Report pertaining to the
compliance of the Master Servicer with its
servicing obligations pursuant to the
Agreement. Copies of said documents are or
will be filed as exhibits to this Form 10-k
when they are available.
(b) The Registrant filed the following current reports
on Form 8-K for the fourth quarter of 1998:
Date of Reports Items Covered
March 18, 1999 Item 7 -- Statement to
Noteholders with respect
to distribution made on
December 17, 1998.
(c) Exhibit 99. Copy of Annual Statement to
Noteholders for the year 1998.
(d) Not Applicable.
<PAGE>
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Master Servicer has duly
caused this report to be signed on behalf of the Household
Automobile Revolving Trust I, Series 1998-1 by the undersigned,
thereunto duly authorized.
HOUSEHOLD FINANCE CORPORATION,
as Master Servicer of and on behalf of the
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I,
SERIES 1998-1
(Registrant)
Date: March 23, 1999 By: /s/ P. D. Schwartz
P. D. Schwartz
Authorized Representative
U:\WP\HFS088\10K\auto
<PAGE>
<PAGE> 10
Exhibit Index
Exhibit No. Exhibit Page No.
99 Copy of Annual Statement to
Noteholders for the year
ended December 31, 1998.
<PAGE>
<PAGE> 11
EXHIBIT 99
ANNUAL STATEMENT TO NOTEHOLDERS
1998
Household Finance Corporation
Household Auto Receivables Corporation
Household Automobile Revolving Trust I
Original Principal Class A
Class A-1
139,370,000
Class A-2
54,000,000
Class A-3
143,000,000
Class A-4
80,832,000
Class A-5
100,000,000
Number of Class A Bonds (000's)
Class A-1
139,370
Class A-2
54,000
Class A-3
143,000
Class A-4
80,832
Class A-5
100,000
Original Principal Class B
Class B-1
99,303,000.00
Class B-2
94,338,000.00
Number of Class B Bonds (000's)
Class B-1
99,303
<PAGE>
<PAGE> 12
Class B-2
94,338
Original Principal Class C
Class C
60,823,000.00
Number of Class C Bonds (000's)
Class C
60,823
Distribution Date 12/17/98
Days 14
CLASS A
Beginning Class A-1 Principal Balance 139,370,000.00
Beginning Class A-1 Principal Factor 16.84%
Principal Distribution 11,482,987.29
Principal Payment Factor (per 1,000 Bond) 82.392102
Ending Class A-1 Principal Balance 127,887,012.71
Ending Class A-1 Principal Factor 15.70%
Class A-1 Interest Distribution 288,883.04
Class A-1 Interest Payment Factor (per 2.072778
1,000 Bond)
Beginning Class A-2 Principal Balance 54,000,000.00
Beginning Class A-2 Principal Factor 6.53%
Principal Distribution 0.00
Principal Payment Factor (per 1,000 Bond) 0.000000
Ending Class A-2 Principal Balance 54,000,000.00
Ending Class A-2 Principal Factor 6.63%
Class A-2 Interest Distribution 115,794.00
Class A-2 Interest Payment Factor (per 2.144333
1,000 Bond)
Beginning Class A-3 Principal Balance 143,000,000.00
Beginning Class A-3 Principal Factor 17.28%
Principal Distribution 0.00
Principal Payment Factor (per 1,000 Bond) 0.000000
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<PAGE> 13
Ending Class A-3 Principal Balance 143,000,000.00
Ending Class A-3 Principal Factor 17.56%
Class A-3 Interest Distribution 337,872.54
Class A-3 Interest Payment Factor (per 2.362745
1,000 Bond)
Beginning Class A-4 Principal Balance 80,832,000.00
Beginning Class A-4 Principal Factor 9.77%
Principal Distribution 0.00
Principal Payment Factor (per 1,000 Bond) 0.000000
Ending Class A-4 Principal Balance 80,832,000.00
Ending Class A-4 Principal Factor 9.92%
Class A-4 Interest Distribution 192,557.14
Class A-4 Interest Payment Factor (per 2.382189
1,000 Bond)
Beginning Class A-5 Principal Balance 100,000,000.00
Beginning Class A-5 Principal Factor 12.08%
Principal Distribution 1,578,363.77
Principal Payment Factor (per 1,000 Bond) 15.783638
Ending Class A-5 Principal Balance 98,421,636.23
Ending Class A-5 Principal Factor 12.08%
Class A-5 Interest Distribution 219,722.22
Class A-5 Interest Payment Factor (per 2.197222
1,000 Bond)
CLASS B
Beginning Class B-1 Principal Balance 99,303,000.00
Beginning Class B-1 Principal Factor 12.00%
Principal Distribution 0.00
Principal Payment Factor (per 1,000 Bond) 0.000000
Ending Class B-1 Principal Balance 99,303,000.00
Ending Class B-1 Principal Factor 12.19%
Class B-1 Interest Distribution 243,292.35
Class B-1 Interest Payment Factor (per 2.450000
1,000 Bond)
Beginning Class B-2 Principal Balance 94,338,000.00
Beginning Class B-2 Principal Factor 11.40%
Principal Distribution 0.00
Principal Payment Factor (per 1,000 Bond) 0.000000
Ending Class B-2 Principal Balance 94,338,000.00
Ending Class B-2 Principal Factor 11.58%
Class B-2 Interest Distribution 234,796.80
Class B-2 Interest Payment Factor (per 2.488889
1,000 Bond)
CLASS C
Beginning Class C Principal Balance
60,823,000.00
Beginning Class C Principal Factor 7.35%
Principal Distribution 0.00
Principal Payment Factor (per 1,000 Bond) 0.000000
Ending Class C Principal Balance 60,823,000.00
Ending Class C Principal Factor 7.47%
<PAGE>
<PAGE> 14
Class C Interest Distribution
153,747.03
Class C Interest Payment Factor (per 2.527778
1,000 Bond)
