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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, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
Commission File No. 333-64671
DAIMLER-BENZ VEHICLE OWNER TRUST 1998-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: 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 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 7 of 9 Pages.
Page 1 of 9 Pages
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PART I.
Item 1. Business.
Omitted.
Item 2. Properties.
Daimler-Benz Vehicle Owner Trust 1998-A (the "Trust") was formed pursuant to a
Trust Agreement dated November 1, 1998, between Daimler-Benz Vehicle Receivables
Corporation ("DBVRC") and Chase Manhattan Bank Delaware, as Owner Trustee. The
Trust issued $1,549,800,000 aggregate principal amount of Asset Backed Notes
consisting of $360,000,000 aggregate principal amount of 5.27125% Class A-1
Asset Backed Notes (the "Class A-1 Notes"), $508,000,000 aggregate principal
amount of 5.23% Class A-2 Asset Backed Notes (the "Class A-2 Notes"),
$440,000,000 aggregate principal amount of 5.16 % Class A-3 Asset Backed Notes
(the "Class A-3 Notes") and $241,800,000 aggregate principal amount of 5.22%
Class A-4 Asset Backed Notes (the "Class A-4 Notes," and together with the Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes" or the
"Class A Notes"), pursuant to an Indenture dated as of November 1, 1998, between
the Trust and Citibank, N.A., as Indenture Trustee. The Trust also issued
$81,654,551.40 aggregate principal amount of Class B Asset Backed Certificates
(the "Certificates" or the "Class B Certificates"). The Certificates were
retained by DBVRC.
Trust property includes a pool of retail installment contracts secured by new
and used Mercedes-Benz automobiles and new and used medium- and heavy-duty
trucks and tractors manufactured by Freightliner Corporation and its
subsidiaries (collectively, "Freightliner") and used trucks and tractors and new
and used trailers 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, 1998 (the "Cutoff Date). 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
Sale and Servicing Agreement dated as of November 1, 1998 (the "Agreement") and
is compensated as the "Servicer". In order to facilitate its servicing functions
and minimize administrative burdens and expenses, the 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 Noteholders.
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, 1998
(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
Page 2 of 9 Pages
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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.
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.
The following table sets forth the dollar amount of delinquent receivables and
information relating to the delinquency rates as of December 31, 1998.
<TABLE>
<CAPTION>
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PERCENT OF
DELINQUENT CONTRACTS DELINQUENT REMAINING POOL
(BY AGING SCHEDULE) BALANCE BALANCE
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<S> <C> <C>
31-60 Days $37,684,088 2.46%
Delinquent
61-90 Days $16,413,298 1.07%
Delinquent
91 Days or More $2,499,199 0.16%
Delinquent
</TABLE>
As of December 31, 1998, the pool of Receivables was $1,533,493,030.84.
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 the Trustee by the Servicer (See Exhibits 20-A and 20-B).
Item 3. Legal Proceedings.
There is nothing to report with regard to this item.
Item 4. Submission of Matters to a Vote of Security Holders.
There is nothing to report with regard to this item.
Page 3 of 9 Pages
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PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
At December 31, 1998, there was one registered holder of the
Registrant's Class A Notes, CEDE & Co., as nominee of The
Despository Trust Company ("DTC"). At that date, the number of
CEDE participants registered on the books of DTC as owners of
Notes are as follows: Class A-1 Notes - six (6); the Class A-2
Notes - twenty-two (22); Class A-3 Notes - twenty-two (22);
Class A-4 Notes - twenty-one (21). There is no organized public
market in which the Certificates are traded.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There is nothing to report with regard to this item.
PART III.
Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted.
Item 13. Certain Relationships and Related Transactions.
Omitted.
Page 4 of 9 Pages
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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 part of this report:
<TABLE>
<CAPTION>
DESIGNATION DESCRIPTION
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<S> <C>
Exhibit 20-A Report for the month ended November 30, 1998 provided to
Citibank, N.A., as Trustee under Daimler-Benz Vehicle Owner
Trust 1998-A.
Exhibit 20-B Report for the month ended December 31, 1998 provided to
Citibank, N.A., as Trustee under Daimler-Benz Vehicle Owner
Trust 1998-A.
Exhibit 20-C Independent Auditors' Report dated January 19, 1999.
Exhibit 20-D Annual Officer's Certificate for Daimler-Benz Vehicle
Receivables Corporation.
</TABLE>
(b) Reports on Form 8-K.
On January 14, 1999, the Trust filed a report on Form 8-K
for the month ended November 30, 1998.
On February 1, 1999, the Trust filed a report on Form 8-K
for the month ended December 31, 1998.
Page 5 of 9 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 OWNER TRUST 1998-A
March 19, 1999 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 Noteholders during the period covered by this report
and the registrant does not intend to furnish such materials to Noteholders
subsequent to the filing of this report.
Page 6 of 9 Pages
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
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<S> <C> <C>
20-A Report for the month ended November 30, 1998
provided to Citibank, N.A., as Trustee under
Daimler-Benz Vehicle Owner Trust 1998-A
(incorporated by reference to the Current Report
on Form 8-K dated January 14, 1999).
20-B Report for the month ended December 31, 1998
provided to Citibank, N.A., as Trustee under
Daimler-Benz Vehicle Owner Trust 1998-A
(incorporated by reference to the Current Report
on Form 8-K dated February 1, 1999).
20-C Independent Auditors' Report dated January 19, 8
1999.
20-D Annual Officer's Certificate for Daimler-Benz 9
Vehicle Receivables Corporation.
</TABLE>
Page 7 of 9 Pages
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Independent Auditors' Report
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, 1998 and 1997 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, 1998 and 1997, 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 19, 1999
Page 8 of 9 Pages
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ANNUAL STATEMENT AS TO COMPLIANCE
Officer's Certificate
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 October 1, 1997, hereby certify as follows:
(a) a review of the activities of MBCC, the Servicer under the Agreement,
for the period January 1, 1998 through December 31, 1998 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 9, 1999
/s/ Paul D. Payne
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