UNITED STATES 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
For the fiscal year ended October 31, 1996
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 33-36767
----------
NAVISTAR FINANCIAL SECURITIES CORPORATION on behalf of
NAVISTAR FINANCIAL DEALER NOTE TRUST 1990 AND
NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST
(Exact name of Registrant as specified in its charter)
Delaware 36-3731520
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2850 West Golf Road
Rolling Meadows, Illinois 60008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 734-4275
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
and (2) has been subject to such filing requirements for the
past 90 days. Yes X No __
<PAGE>
PART I
Item 1. Business
The Navistar Financial Dealer Note Trust 1990 (the "1990
Trust") was formed pursuant to a Pooling and Servicing Agreement
dated as of December 1, 1990 among Navistar Financial Securities
Corporation, as seller (the "Seller"), Navistar Financial
Corporation, as servicer (the "Servicer"), and Chemical Bank
(Successor to Manufacturers Hanover Trust Company), as 1990 Trust
Trustee. Wholesale dealer notes (the "Dealer Notes") and
security interests in the vehicles financed thereby were
transferred to the 1990 Trust in exchange for three classes of
floating rate pass-through certificates (the "Investor
Certificates") which were remarketed to the public. The Seller's
undivided fractional interest in the 1990 Trust (the "Seller
Interest") is evidenced by a Seller Certificate.
Additional Dealer Notes are sold on a daily basis by the
Seller to the 1990 Trust to replace those Dealer Notes which have
been liquidated or charged off as uncollectible. Accordingly,
the aggregate amount of Dealer Notes in the 1990 Trust will
fluctuate from day to day as new Dealer Notes are generated and
as existing Dealer Notes are removed.
Under the terms of the Pooling and Servicing Agreement, the
Seller is required to maintain a minimum investment in the 1990
Trust (the "Minimum Seller Interest"), a portion of which is
subordinated to the Investor Certificates. If the amount of
Dealer Notes in the 1990 Trust is less than the combined
ownership interest evidenced by the Investor Certificates and
Minimum Seller Interest, the Seller must transfer additional
funds (the "Investment Securities") to the 1990 Trust to maintain
the Seller Interest at an amount not less than the Minimum Seller
Interest.
On June 8, 1995, the Navistar Financial Dealer Note Master
Trust (the "Master Trust") was formed pursuant to a Pooling and
Servicing Agreement among Navistar Financial Securities
Corporation, as seller, Navistar Financial Corporation, as
servicer, Chemical Bank (Successor to Manufacturers Hanover Trust
Company), as 1990 Trust Trustee and The Bank of New York, as
Master Trust Trustee. On June 8, 1995, the 1990 Trust issued
Class A-4 Certificates in the amount of $207.9 million to the
Master Trust which, in turn, issued Series 1995-1 Certificates in
the amount of $200.0 million to the public.
The 1990 Trust is the active trust and will hold the Dealer
Notes and certain related assets until the termination of the
1990 Trust. The termination of the 1990 Trust will occur upon
the repayment of the three classes of Investor Certificates
issued in 1990 (Class A-1, Class A-2 and Class A-3) at which time
the Master Trust will become the active trust.
Item 2. Properties
Not applicable.
<PAGE>
PART I
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings
involving either the Dealer Notes or the trustees, or the
Seller or Servicer in respect of the trusts.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the period of this report to
a vote of holders of the Certificates.
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters
Not applicable.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
As of October 31, 1996, the combined aggregate principal
balance of Dealer Notes and Investment Securities was $671.5
million. Reference is made to Exhibit 13 for additional
information regarding principal and interest payments in
respect of the Investor Certificates and information regarding
servicing compensation and other fees paid by the trusts during
the fiscal year.
As of October 31, 1996, the combined aggregate principal
balance of Dealer Notes and Investment Securities allocated by
the 1990 Trust to Investor Certificates and the Seller
Certificate were $507.9 million and $163.6 million,
respectively.
Item 8. Financial Statements 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
Not applicable.
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
3 Articles of Incorporation and By-Laws
10 Material Contracts
An Annual Summary of the Certificateholders'
Statement, the Servicer Certificate and the
Servicer and Settlement Certificate listed
below is an annualized version of the monthly
Servicer Certificates prepared by the
Servicer.
13(a) - Annual Summary of Servicer and Settlement Certificates
13(b) - Annual Summary of Servicer Certificates
13(c) - Annual Summary of Certificateholders' Statements
13(d) - Report of Independent Certified Public Accountants
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(b) Reports on Form 8-K:
The Registrant filed the following reports on Form 8-K during the three
months ended October 31, 1996:
(i) Form 8-K dated August 26, 1996
(ii) Form 8-K dated September 25, 1996
(iii) Form 8-K dated October 25, 1996
<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.
NAVISTAR FINANCIAL SECURITIES CORPORATION on behalf
of NAVISTAR FINANCIAL DEALER NOTE TRUST 1990
and NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST
(Exact name of Registrant as specified in its charter)
By: /s/ PHYLLIS E. COCHRAN January 29, 1997
Phyllis E. Cochran
Vice President and Controller
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Exhibit Page No.
<S> <C> <C> <C>
3 Articles of Incorporation and By-Laws 7
10 Material Contracts 8
13(a) Annual Summary 9
- Servicer and Settlement Certificates
13(b) Annual Summary 12
- Servicer Certificates
13(c) Annual Summary 17
- Certificateholder's Statements
13(d) Report of Independent Certified Public Accountants 24
</TABLE>
<PAGE>
Exhibit 3
NAVISTAR FINANCIAL SECURITIES CORPORATION
ARTICLES OF INCORPORATION AND BY-LAWS
The following documents of Navistar Financial Securities
Corporation are incorporated herein by reference:
3.1 Certificate of Incorporation of Navistar
Financial Securities Corporation (as in effect
on September 13, 1990). Filed on Registration
No. 33-36767.
3.2 The By-Laws of Navistar Financial Securities
Corporation. Filed on Registration No. 33-36767.
<PAGE>
Exhibit 10
NAVISTAR FINANCIAL SECURITIES CORPORATION
MATERIAL CONTRACTS
The following material contracts of Navistar Financial
Securities Corporation are incorporated herein by reference:
10.1 Pooling and Servicing Agreement dated as of December 1,
1990 among Navistar Financial Corporation, as Servicer,
Navistar Financial Securities Corporation, as Seller,
and The Chase Manhattan Bank (survivor in the merger
between The Chase Manhattan Bank and Chemical Bank which
was the survivor in the merger between Chemical Bank and
Manufacturers Hanover Trust Company), as Trustee. Filed
on Registration No. 33-36767.
10.2 Purchase Agreement dated as of December 1, 1990 between
Navistar Financial Corporation and Navistar Financial
Securities Corporation, as Purchaser, with respect to
the Dealer Note Trust 1990. Filed on Registration
No. 33-36767.
10.3 Pooling and Servicing Agreement dated as of June 8,
1995, among Navistar Financial Corporation, as Servicer,
Navistar Financial Securities Corporation, as Seller,
The Chase Manhattan Bank (survivor in the merger between
The Chase Manhattan Bank and Chemical Bank which was the
survivor in the merger between Chemical Bank and
Manufacturers Hanover Trust Company), as 1990 Trust
Trustee, and The Bank of New York, as Master Trust
Trustee. Filed on Registration No. 33-87374.
10.4 Series 1995-1 Supplement to the Pooling and Servicing
Agreement dated as of June 8, 1995, among Navistar
Financial Corporation, as Servicer, Navistar Financial
Securities Corporation, as Seller, and The Bank of New
York, as Master Trust Trustee on behalf of the Series
1995-1 Certificateholders. Filed on Registration No.
33-87374.
10.5 Class A-4 Supplement to the 1990 Pooling and Servicing
Agreement dated June 8, 1995, among Navistar Financial
Corporation, as Servicer, Navistar Financial Securities
Corporation, as Seller, and The Chase Manhattan Bank
(survivor in the merger between The Chase Manhattan Bank
and Chemical Bank which was the survivor in the merger
between Chemical Bank and Manufacturers Hanover Trust
Company), as Trustee. Filed on Registration No.33-87374.
10.6 Purchase Agreement dated as of June 8, 1995, between
Navistar Financial Corporation and Navistar Financial
Securities Corporation, as Purchaser, with respect to
the Dealer Note Master Trust. Filed on Registration No.
33-87374.
<PAGE>
Exhibit 13(a)
Page 1 of 3
NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST
DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 1995-1
_______________________________________
ANNUAL SUMMARY OF SERVICER AND SETTLEMENT CERTIFICATES
DISTRIBUTION AND PERFORMANCE ANNUAL AGGREGATE REPORT
For the period November 1, 1995 through October 31, 1996
Under the Series 1995-1 Supplement dated as of June 8,
1995 (the "Supplement") by and among Navistar Financial
Corporation ("NFC") Navistar Financial Securities Corporation
("NFSC") and The Bank of New York, as trustee (the "Master
Trust Trustee") to the Pooling and Servicing Agreement dated as
of June 8, 1995 (the "Agreement") by and among NFC, NFSC, the
Master Trust Trustee and The Chase Manhattan Bank (survivor in
the merger between The Chase Manhattan Bank and Chemical Bank
which was the survivor in the merger between Chemical Bank and
Manufacturers Hanover Trust Company), as 1990 Trust Trustee,
the Master Trust Trustee is required to prepare certain
information each month regarding current distributions
to certain accounts and payment to Series 1995-1
Certificateholders as well as the performance of the Master
Trust during the previous month. An annual aggregation of such
monthly reports for the period November 1, 1995 through October
31, 1996 with respect to distributions and performance of the
Trust is set forth below. Certain of the information is
presented on the basis of an original principal amount of
$1,000 per Investor Certificate. Certain other information is
presented based on the aggregate amounts for the Master Trust
as a whole. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the
Agreement and the Supplement.
1. NFC is Servicer under the Agreement.
2. All Certificates filed during the period have been signed
by a Servicing Officer.
3. Eligible Investments in the Excess Funding Account:
a. The aggregate amount of funds invested in Eligible
Investments $0.00
b. Description of each Eligible Investment: Not Applicable
c. The rate of interest applicable to each such
Eligible Investment Not Applicable
d. The rating of each such Eligible Investment Not Applicable
<PAGE>
Exhibit 13(a)
Page 2 of 3
4. The total amount to be distributed on the Series 1995-1
Certificate on the Distribution Dates:
a. The total aggregate amount $11,649,072.78
b. Stated on the basis of $1,000 original
principal amount $58.24536
5. The total amount, if any to be distributed on
the Series 1995-1 Certificate on the Distribution
Dates allocable to the Invested Amount. $0.00
6. The total amount, if any, to be distributed on the
Series 1995-1 Certificates on the Distribution Dates
allocable to interest on the Series 1995-1
Certificates. $11,649,072.78
7. The Invested amount as of the Distribution Date. $200,000,000.00
(After giving effect to all distributions that
will occur on the Distribution Date)
8. Eligible Investments in the Series Principal Account:
a. The aggregate amount of funds invested in Eligible
Investments $0.00
b. Description of each Eligible Investment: Not Applicable
c. The rate of interest applicable to each such
Eligible Investment Not Applicable
d. The rating of each such Eligible Investment Not Applicable
9. Eligible Investments in the Negative Carry Reserve Fund:
a. The aggregate amount of funds invested in Eligible
Investments $0.00
b. Description of each Eligible Investment: Not Applicable
c. The rate of interest applicable to each such
Eligible Investment Not Applicable
d. The rating of each such Eligible Investment Not Applicable
<PAGE>
Exhibit 13(a)
Page 3 of 3
10. Eligible Investments in the Liquidity Reserve Account:
a. The aggregate amount of funds invested in Eligible
Investments $0.00
b. Description of each Eligible Investment: Not Applicable
c. The rate of interest applicable to each such
Eligible Investment Not Applicable
d. The rating of each such Eligible Investment Not Applicable
11. The aggregate amount of Dealer Notes issued to finance
OEM Vehicles, as of the end of the period. $7,466,133.36
12. The Dealers with the five largest aggregate
outstanding principal amounts of Dealer Notes
in the 1990 Trust at the end of the period:
i) Longhorn Int'l Eq. Inc.
ii) Prairie Int'l Eq. Inc.
iii) Lee-Smith Inc.
iv) Nalley Motor Trucks
v) Freund Equip Inc.
<PAGE>
Exhibit 13(b)
Page 1 of 5
NAVISTAR FINANCIAL DEALER NOTE TRUST 1990
FLOATING RATE DEALER NOTE PASS-THROUGH CERTIFICATES
________________________________
ANNUAL SUMMARY OF SERVICER CERTIFICATES
DISTRIBUTION AND PERFORMANCE ANNUAL AGGREGATE REPORT
For the period November 1, 1995 through October 31, 1996
Navistar financial corporation ("NFC"), as Servicer pursuant
to the Pooling and Servicing Agreement dated as of December 1,
1990 (the "Agreement") by and among NFC, Navistar Financial
Securities Corporation ("NFSC") and The Chase Manhattan Bank
(survivor in the merger between The Chase Manhattan Bank and
Chemical Bank which was the survivor in the merger between
Chemical Bank and Manufacturers Hanover Trust Company), as
Trustee, is required to prepare certain information each month
regarding current distributions to Investor Accounts and
payments to Investor Certificateholders as well as the
performance of the Trust. An annual aggregation of such
monthly reports for the period November 1, 1995 through October
31, 1996 with respect to the performance of the Trust during
the period ended on October 31, 1996 is set forth below. To
the extent not defined herein, the capitalized terms used
herein have the meanings assigned to them in the Agreement.
1. NFC is Servicer under the Agreement.
2. All Certificates filed during the period have been signed by
a Servicing Officer.
3. The amount of the Advance, if any, for the prior period
is equal to $193,806.74
4. The amount of Dealer Finance Charge Collections for
the prior period was equal to $31,163,823.56
5. The amount of NITC Finance Charges for the prior
period was equal to $33,596,681.29
6. The aggregate amount of all payments made pursuant to
Section 4.03 for the prior period was equal to $65,860,450.19
7. The Deficiency Amount during the period was equal to $0.00
<PAGE>
Exhibit 13(b)
Page 2 of 5
8. The Available Subordinated Amount as of the beginning
of the period was equal to $78,718,300.00
9. The Maximum Subordinated Amount as of the beginning
of the period was equal to $78,718,300.00
10. The Projected Spread for the current Distribution
Period is equal to $6,348,250.13
11. The amount on deposit in the Spread Account as of the
Spread Account Funding Date was equal to $6,348,250.13
12. The principal amount of Dealer Notes outstanding as
of the end of the period is equal to $671,544,305.64
13. The average daily balance of Dealer Notes
outstanding during the period is equal to $840,163,980.07
14. The amount of the Monthly Servicing Fee during
the period is equal to $8,401,639.83
15. The amount of the Investor Monthly Servicing Fee
during the period is equal to $5,078,600.00
16. The amount of Dealer Finance Charges during the
period is equal to $50,486,316.91
17. The amount of NITC Finance Charges during the period
is equal to $32,685,719.00
18. The amount of Interest Income during the period is
equal to $83,299,016.27
19. The amount of Investor Interest Income during the
period is equal to $31,667,054.82
20. The amount of the Seller Interest Income during the
period is equal to $20,784,705.12
21. The average daily Seller Interest during the period
is equal to $332,303,980.07
22. The Total Investor Percentage as of the end of the
period is equal to 63.78373%
<PAGE>
Exhibit 13(b)
Page 3 of 5
23. The Excess Servicing during the period is
equal to $22,445,616.53
24. The Deficiency Amount as of the end of the period
(after giving effect to the payments made pursuant
to Section 4.03 of the Agreement) is equal to $0.00
25. The amount of the Deficiency Amount specified in
24 above allocable to each Class:
Class A1 $ N/A
Class A2 $ N/A
Class A3 $ N/A
Class A4 $ N/A
26. The total amount of Advance Reimbursements during
the period is equal to $0.00
27. The aggregate amount deposited in the Distribution
Account on the Transfer Dates that was distributed on
the Distribution Dates to the Investor Certificate-
holders during the period was equal to $31,008,786.32
28. The amount paid out to the Holders of each Class
during the period in respect of Investor Certificate
Interest:
Class A1 $6,160,417.50
Class A2 $6,360,417.51
Class A3 $6,410,417.49
Class A4 $12,077,533.82
29. The aggregate principal amount of Dealer Notes
repaid during the period is equal to $2,897,081,746.21
30. The aggregate principal amount of Dealer Notes
purchased by the Trust during the period is
equal to $2,721,550,438.57
<PAGE>
Exhibit 13(b)
Page 4 of 5
31. The aggregate principal amount of Investment Securities
as of the end of the period is equal to $0.00
32. The amount of Principal Losses during the period
is equal to $0.00
33. The amount of the Investor Loss Amount during the
period is equal to $0.00
34. The Maximum Subordinated Amount as of the end of the
period (after giving effect to the transactions set
forth in Section 4.03 of the Agreement) is equal to $78,718,300.00
35. The Available Subordinated Amount at the end of the
period (after giving effect to the transactions set
forth in Section 4.03 of the Agreement) is equal to $78,718,300.00
36. The Seller Interest as of the end of the period
is equal to $163,694,305.64
37. The Minimum Seller Interest at the end of the period
(after giving effect to the transactions set forth in
Section 4.03 of the Agreement) is equal to $93,954,100.00
38. The amount on deposit in the Spread Account at the
end of the period (after giving effect to the
transactions set forth in Section 4.03 of the
Agreement) is equal to $6,348,250.13
AMORTIZATION TERM
39. The Class Loss Amount during the period for each Class:
Class A1 $ N/A
Class A2 $ N/A
Class A3 $ N/A
Class A4 $ N/A
<PAGE>
Exhibit 13(b)
Page 5 of 5
40. The Class Charged-Off Amounts during the period for each Class:
Class A1 $ N/A
Class A2 $ N/A
Class A3 $ N/A
Class A4 $ N/A
41. The amount of Principal Collections on deposit
in the Certificate Principal Account at the
end of the period Not Applicable
42. The amount of such Principal Collections allocable to
each Amortizing Class:
Class A1 $ N/A
Class A2 $ N/A
Class A3 $ N/A
Class A4 $ N/A
43. The amount on deposit in the Liquidity Reserve Account
at the end of the period (after giving effect to the
transactions made pursuant to Section 4.03 of the
Agreement) is equal to Not Applicable
<PAGE>
Exhibit 13(c)
Page 1 of 7
NAVISTAR FINANCIAL DEALER NOTE TRUST 1990
FLOATING RATE DEALER NOTE PASS-THROUGH CERTIFICATES
______________________________________
ANNUAL SUMMARY OF CERTIFICATEHOLDERS' STATEMENTS
DISTRIBUTION AND PERFORMANCE ANNUAL AGGREGATE REPORT
For the Period November 1, 1995 through October 31, 1996
Under the Pooling and Servicing Agreement dated as of December 1,
1990 by and among Navistar Financial Corporation ("NFC"),
Navistar Financial Securities Corporation and The Chase
Manhattan Bank (survivor in the merger between The Chase
Manhattan Bank and Chemical Bank which was the survivor in the
merger between Chemical Bank and Manufacturers Hanover Trust
Company), as Trustee, the Trustee is required to prepare certain
information each month regarding current distributions to Investor
Accounts and payments to Investor Certificateholders as well as
the performance of the Trust during the previous month. An annual
aggregation of such monthly reports for the period November 1,
1995 through October 31, 1996 with respect to the performance of
the Trust during the Due Period ended on October 31, 1996 is set
forth below. Certain of the information is presented based on the
aggregate amounts for the Trust as a whole. To the extent not
defined herein, the capitalized terms used herein have the meanings
assigned to them in the Agreement.
A. Information Regarding Current Payments
(Stated on the Basis of $1,000 Original Principal Amount).
1. The total amount of the payments to each Class of Investor
Certificateholders, per $1,000 interest:
Class A1 $61.6041750
Class A2 $63,6041751
Class A3 $64.1041749
Class A4 $58.1041749
<PAGE>
Exhibit 13(c)
Page 2 of 7
2. The amount of the payment set forth in paragraph 1
above in respect of interest on each Class of Investor
Certificates, per $1,000 interest:
Class A1 $61.6041750
Class A2 $63,6041751
Class A3 $64.1041749
Class A4 $58.1041749
3. The amount of the payment set forth in paragraph 1
above in respect of principal on each Class of Investor
Certificates, per $1,000 interest:
Class A1 $ 0.00
Class A2 $ 0.00
Class A3 $ 0.00
Class A4 $ 0.00
B. Information Regarding the Performance of the Trust.
1. Collections, Uses.
(a) The aggregate amount of Dealer Finance Charges
for the period $50,486,316.91
(b) The aggregate amount of NITC Finance Charges
for the period $32,685,719.00
(c) The aggregate amount of Principal Collections
received during the period $2,897,081,746.21
(d) The aggregate amount of Principal Collections
allocable to the Amortizing Classes $0.00
(e) The aggregate amount of Principal Collections
processed during the period which were
deposited in the Spread Account $0.00
(f) The aggregate amount of Principal Collections
processed during the period which were
deposited in the Liquidity Reserve Account $0.00
<PAGE>
Exhibit 13(c)
Page 3 of 7
(g) The aggregate amount of Principal Collections
processed during the period which were used
to purchase new Dealer Notes $2,636,897,210.35
(h) The aggregate amount of Principal Collections
processed during the period which were used
to purchase Investment Securities $0.00
(i) The aggregate amount of Principal Collections
processed during the period which were paid
to the Seller $260,184,535.86
2. Dealer Notes and Investment Securities in the Trust;
Certificate Principal Account.
(a) The aggregate amount of Dealer Notes and Investment
Securities in the Trust as of October 31, 1996
(which reflects the Dealer Notes and Investment
Securities represented by both the Seller
Certificates and Investor Certificates) $671,544,305.64
(b) The amount of Dealer Notes and Investment Securities
in the Trust represented by the Investor Certificates
(the "Total Investor Interest") as of
October 31, 1996 $507,86000.00
(c) The Total Investor Interest set forth in paragraph
2(b) above as a percentage of the aggregate amount
of Dealer Notes and Investment Securities set forth
in paragraph 2(a) 75.6257%
(d) The Total Invested Amount after giving effect
to the payments made on the Distribution
Dates $507,860,000.00
(e) The total amount withdrawn from the Certificate
Principal Account and deposited in the Distribution
Account for the benefit of each Amortizing Class in
respect of Principal Collections on the related
Transfer Date:
Class A1 $ 0.00
Class A2 $ 0.00
Class A3 $ 0.00
Class A4 $ 0.00
<PAGE>
Exhibit 13(c)
Page 4 of 7
3. Investor Certificate Interest
(a) The total amount withdrawn from the Collections
Account and deposited in the Distribution Account
on the related Transfer Date in respect of Investor
Certificate Interest and any previously existing
Deficiency Amount $31,008,786.32
(b) The amount of the payment to each Class in respect
of Class Certificate Interest and any previously
existing Deficiency Amount during the period:
Class A1 $6,160,417.50
Class A2 $6,360,417.51
Class A3 $6,410,417.49
Class A4 $12,077,533.82
(c) The Deficiency Amount (if any) as of
October 31, 1996 $0.00
(d) The amount of such Deficiency Amount allocable
to each Class:
Class A1 $ 0.00
Class A2 $ 0.00
Class A3 $ 0.00
Class A4 $ 0.00
(e) The amount (if any) of the Deficiency Amount
from the preceding Distribution Date being
reimbursed on the Distribution Date $0.00
4. Losses.
(a) The aggregate amount of Dealer Notes charged
off as uncollectible during the period ended
on October 31, 1996 allocable to the Investor
Certificates (the "Investor Loss Amount") $0.00
<PAGE>
Exhibit 13(c)
Page 5 of 7
(b) The Class Loss Amount for each Class (if any):
Class A1 $ 0.00
Class A2 $ 0.00
Class A3 $ 0.00
Class A4 $ 0.00
5. Reimbursement of Losses; Charged-Off Amounts.
(a) The amount of Investor Loss Amount reimbursed
or allocated to the Seller on the related
Transfer Dates $0.00
(b) The aggregate amount of Class Loss Amounts (if any)
reimbursed or allocated to the Seller on the
Distribution Dates $0.00
(c) The Class Charged-Off Amount for each Class
for the period ended October 31, 1996:
Class A1 $ 0.00
Class A2 $ 0.00
Class A3 $ 0.00
Class A4 $ 0.00
(d) The Class Charged-Off Amount for each Class
for the period:
Class A1 $ 0.00
Class A2 $ 0.00
Class A3 $ 0.00
Class A4 $ 0.00
<PAGE>
Exhibit 13(c)
Page 6 of 7
(e) For each Amortizing Class, the positive (negative)
difference between the amount set forth in paragraphs
5(c) and 5(d) above, per $1,000 (which will have the
effect of increasing (reducing), the related Class
Invested Amount and the related Class Investor Interest):
Class A1 $ N/A
Class A2 $ N/A
Class A3 $ N/A
Class A4 $ N/A
6. Class Invested Amounts; Class Investor Interests.
(a) Each Class Invested Amount after giving effect to the
payments made on the Distribution Dates:
Class A1 $100,000,000.00
Class A2 $100,000,000.00
Class A3 $100,000,000.00
Class A4 $207,860,000.00
(b) Each Class Investor Interest after giving effect to
the payments made on the Distribution Dates:
Class A1 $100,000,000.00
Class A2 $100,000,000.00
Class A3 $100,000,000.00
Class A4 $207,860,000.00
7. Servicing Fee.
(a) The aggregate amount of the Monthly Servicing
Fee payable by the Trust to the Servicer for
the period October 31, 1996 $8,401,639.83
<PAGE>
Exhibit 13(c)
Page 7 of 7
(b) The aggregate amount of the Monthly Servicing
Fee set forth in paragraph 7(a) above allocable
to the Investor Certificateholders $5,078,600.00
8. Available Subordinated Amount; Minimum Seller Interest.
(a) The available Subordinated Amount as of
October 31, 1996 $78,718,300.00
(b) The Minimum Seller Interest as of
October 31, 1996 $93,954,100.00
9. Class Amortization Percentages.
The Class Amortization Percentage for each Amortizing Class:
Class A1 $ N/A
Class A2 $ N/A
Class A3 $ N/A
Class A4 $ N/A
<PAGE>
Exhibit 13(d)
INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES
To the Board of Directors
Navistar Financial Corporation
We have performed the procedures enumerated below, which were
agreed to by the management of Navistar Financial Corporation
("NFC"), solely to assist you in evaluating whether the monthly trust
statements were prepared by NFC in accordance with the Pooling and
Servicing Agreements dated December 1, 1990, and June 8, 1995
(collectively known as the "Agreements") for the Dealer Note Trust
1990 and the Dealer Note Master Trust Series 1995-1 (collectively
known as the "Trusts"), respectively.
This agreed-upon procedures engagement was performed in accordance
with standards established by the American Institute of Certified
Public Accountants. The sufficiency of these procedures is solely
the responsibility of the specified users of the report.
Consequently, we make no representation regarding the sufficiency of
the procedures described below either for the purpose for which this
report has been requested or for any other purpose. Based upon dis-
cussions with you, matters not exceeding $10,000 individually are not
considered to be exceptions to be reported to you for the purposes
of this letter. The procedures we performed are as follows:
1. We read the requirements of section 3.04(b) of the Agreements of
the Trusts relating to monthly certificates.
2. In accordance with section 3.06(b) of the Agreements of the
Trusts, we reproved the mathematical accuracy of the monthly
certificates issued during the fiscal year ended October 31, 1996.
3. In accordance with section 3.06(b) of the Agreements of the
Trusts, we compared the amounts contained in such monthly certificates
to the computer reports of NFC and found them to be in agreement.
We were not engaged to, and did not, perform an examination, the
objective of which would be the expression of an opinion on the
accompanying Annual Summary of Certificateholders' Statements
Distribution and Performance Annual Aggregate Report for the Navistar
Financial Dealer Note Trust 1990 and Annual Summary of Servicer and
Settlement Certificates Distribution and Performance Annual Aggregate
Report for the Navistar Financial Dealer Note Master Trust Series
1995-1. Accordingly, we do not express such an opinion. Had we
performed additional procedures, other matters might have come to our
attention that would have been reported to you.
This report is intended solely for the use of the Board of
Directors and management of NFC, and should not be used by those who
have not agreed to the procedures and taken responsibility for the
sufficiency of the procedures for their purposes.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 16, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE IS NOT APPLICABLE AS THE ANNUAL SUMMARIES ATTACHED AS
EXHIBIT 13 ARE ANNUALIZED VERSIONS OF THE MONTHLY SERVICER CERTIFICATES
PREPARED BY THE SERVICER AND ARE NOT FINANCIAL STATEMENTS OF THE TRUSTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
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<SECURITIES> 0
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0
0
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</TABLE>
