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, 1997
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) 734-4000
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. On August 19,
1997, the 1990 Trust issued Class A-5 Certificates in the amount of $200.0
million to the Master Trust which in turn issued Series 1997-1 Certificates 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 two remaining classes of
Investor Certificates issued in 1990 (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, 1997, the combined aggregate principal balance of Dealer
Notes and Investment Securities was $720.3 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, 1997, the combined aggregate principal balance of Dealer
Notes and Investment Securities allocated by the 1990 Trust to Investor
Certificates and the Seller Certificate were $607.9 million and $112.4 million,
respectively. Of the $607.9 million, $200.0 million of Investor Certificates
were issued to the public and $407.9 million were issued to the 1995 Dealer Note
Master Trust which, in turn, issued $400.0 million to the public. The balance of
the 1995 Dealer Note Master Trust is held by the Seller.
At October 31, 1997, the remaining shelf registration available to Navistar
Financial Securities Corporation for issuance of investor certificates was
$200.0 million.
Item 8. Financial Statements and Supplementary Data
Not applicable.
<PAGE>
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
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
Series 1997-1
13(b) - Annual Summary of Servicer and Settlement Certificates
Series 1995-1
13(c) - Annual Summary of Servicer Certificates
13(d) - Annual Summary of Certificateholders' Statements
13(e) - 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, 1997:
(i) Form 8-K dated August 25, 1997
(ii) Form 8-K dated September 25, 1997
(iii) Form 8-K dated October 27, 1997
<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 28, 1998
Phyllis E. Cochran
Vice President and Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit No. Exhibit Page No.
<S> <C> <C>
3 Articles of Incorporation and By-Laws 7
10 Material Contracts 8
13(a) Annual Summary
- Servicer and Settlement Certificates 10
Series 1997-1
13(b) Annual Summary 13
- Servicer and Settlement Certificates
Series 1995-1
13(c) Annual Summary 16
- Servicer Certificates
13(d) Annual Summary 21
- Certificateholders' Statements
13(e) Report of Independent Certified Public Accountants 29
</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 10
NAVISTAR FINANCIAL SECURITIES CORPORATION
MATERIAL CONTRACTS
10.7 Series 1997-1 Supplement to the Pooling and Servicing Agreement dated as
of August 19, 1997, 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 1997-1
Certificateholders. Filed on Registration No. 333-30737.
10.8 Class A-5 Supplement to the 1990 Pooling and Servicing Agreement dated
August 19, 1997, 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. 333-30737.
<PAGE>
Exhibit 13(a)
Page 1 of 3
NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST
DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 1997-1
---------------------------------------
ANNUAL SUMMARY OF SERVICER AND SETTLEMENT CERTIFICATES
DISTRIBUTION AND PERFORMANCE ANNUAL AGGREGATE REPORT
For the period August 19, 1997 through October 31, 1997
Under the Series 1997-1 Supplement dated as of August 19, 1997 (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 1997-1
Certificateholders as well as the performance of the Master Trust during the
previous month. An annual aggregation of such monthly reports for the period
August 19, 1997 through October 31, 1997 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 1997-1
Certificate on the Distribution Dates:
a. The total aggregate amount................................$3,157,882.72
b. Stated on the basis of $1,000 original principal amount.......$15.78941
5. The total amount, if any to be distributed on the Series 1997-1
Certificate on the Distribution Dates allocable to the Invested
Amount................................................................$0.00
6. The total amount, if any, to be distributed on the
Series 1997-1 Certificates on the Distribution Dates
allocable to interest on the Series 1997-1 Certificates.......$3,157,882.72
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.....................$8,063,051.77
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) Prairie International Trucks Inc.
ii) Longhorn International Eq. Inc.
iii) Lake City International Trucks Inc.
iv) Wise International Trucks
v) Southland International Trucks
<PAGE>
Exhibit 13(b)
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, 1996 through October 31, 1997
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, 1996 through October 31, 1997 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(b)
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...............................$11,978,648.80
b. Stated on the basis of $1,000 original principal amount.......$59.89325
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......$11,978,648.80
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(b)
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.....................$8,063,051.77
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) Prairie International Trucks Inc.
ii) Longhorn International Eq. Inc.
iii) Lake City International Trucks Inc.
iv) Wise International Trucks
v) Southland International Trucks
<PAGE>
Exhibit 13(c)
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, 1996 through October 31, 1997
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, 1996
through October 31, 1997 with respect to the performance of the Trust during the
period ended on October 31, 1997 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........................................................$242,099.73
4. The amount of Dealer Finance Charge Collections for
the prior period was equal to................................$50,486,316.91
5. The amount of NITC Finance Charges for the prior
period was equal to..........................................$32,685,719.00
6. The aggregate amount of all payments made pursuant to
Section 4.03 for the prior period was equal to...............$83,299,016.27
7. The Deficiency Amount during the period was equal to..................$0.00
<PAGE>
Exhibit 13(c)
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............................................$7,598,250.00
11. The amount on deposit in the Spread Account as of the
Spread Account Funding Date was equal to......................$7,598,250.00
12. The principal amount of Dealer Notes outstanding as of
the end of the period is equal to...........................$668,007,924.36
13. The average daily balance of Dealer Notes outstanding
during the period is equal to...............................$624,399,157.80
14. The amount of the Monthly Servicing Fee during the
period is equal to............................................$6,243,991.59
15. The amount of the Investor Monthly Servicing Fee during
the period is equal to........................................$4,703,777.12
16. The amount of Dealer Finance Charges during the period
is equal to..................................................$28,356,711.23
17. The amount of NITC Finance Charges during the period
is equal to..................................................$32,575,263.06
18. The amount of Interest Income during the period is
equal to.....................................................$62,551,318.23
19. The amount of Investor Interest Income during the period
is equal to..................................................$30,265,373.32
20. The amount of the Seller Interest Income during the
period is equal to............................................$9,845,001.71
21. The average daily Seller Interest during the period
is equal to.................................................$156,024,763.80
22. The Total Investor Percentage as of the end of the
period is equal to................................................84.38819%
<PAGE>
Exhibit 13(c)
Page 3 of 5
23. The Excess Servicing during the period is equal to...........$16,196,951.61
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
Class A5.......................................$ 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
Certificateholders during the period was equal to............$29,869,878.38
28. The amount paid out to the Holders of each Class
during the period in respect of Investor Certificate Interest:
Class A1................................$1,478,600.21
Class A2................................$6,454,799.16
Class A3................................$6,504,819.17
Class A4...............................$12,273,757.12
Class A5................................$3,157,882.72
29. The aggregate principal amount of Dealer Notes
repaid during the period is equal to......................$2,855,534,839.17
<PAGE>
Exhibit 13(c)
Page 4 of 5
30. The aggregate principal amount of Dealer Notes
purchased by the Trust during the period is
equal to................................................. $2,851,988,457.89
31. The aggregate principal amount of Investment Securities
as of the end of the period is equal to......................$52,306,175.64
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..........$94,218,300.00
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..........$94,218,300.00
36. The Seller Interest as of the end of the period
is equal to.................................................$112,454,100.00
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.................................................$112,454,100.00
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.................................$7,598,250.13
AMORTIZATION TERM
39. The Class Loss Amount during the period for each Class:
Class A1.......................................$ N/A
Class A2.......................................$ N/A
Class A3.......................................$ N/A
Class A4.......................................$ N/A
Class A5.......................................$ N/A
<PAGE>
Exhibit 13(c)
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
Class A5.......................................$ 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
Class A5.......................................$ 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(d)
Page 1 of 8
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, 1996 through October 31, 1997
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, 1996 through
October 31, 1997 with respect to the performance of the Trust during the Due
Period ended on October 31, 1997 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...............................$1,014.7860020
Class A2..................................$64.5481916
Class A3..................................$65.0481917
Class A4..................................$59.0481915
Class A5..................................$15.7894137
<PAGE>
Exhibit 13(d)
Page 2 of 8
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..................................$14.7860020
Class A2..................................$64.5481916
Class A3..................................$65.0481917
Class A4..................................$59.0481915
Class A5..................................$15.7894137
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....................................$1,000.00
Class A2........................................$0.00
Class A3........................................$0.00
Class A4........................................$0.00
Class A5........................................$0.00
B. Information Regarding the Performance of the Trust.
1. Collections, Uses.
(a) The aggregate amount of Dealer Finance Charges
for the period..........................................$28,356,711.23
(b) The aggregate amount of NITC Finance Charges
for the period..........................................$32,575,263.06
(c) The aggregate amount of Principal Collections
received during the period...........................$2,855,534,839.13
(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
<PAGE>
Exhibit 13(d)
Page 3 of 8
(f) The aggregate amount of Principal Collections
processed during the period which were
deposited in the Liquidity Reserve Account.......................$0.00
(g) The aggregate amount of Principal Collections
processed during the period which were used
to purchase new Dealer Notes.........................$2,704,844,967.46
(h) The aggregate amount of Principal Collections
processed during the period which were used
to purchase Investment Securities.......................$38,664,880.26
(i) The aggregate amount of Principal Collections
processed during the period which were paid
to the Seller..........................................$112,024,991.45
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, 1997 (which reflects the Dealer
Notes and Investment Securities represented
by both the Seller Certificates and Investor
Certificates)..........................................$720,314,100.00
(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, 1997......................$607,860,000.00
(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)........................84.3882%
(d) The Total Invested Amount after giving effect to
the payments made on the Distribution Dates............$607,860,000.00
<PAGE>
Exhibit 13(d)
Page 4 of 8
(e) The total amount withdrawn from the Certificate
Principal Account and deposited in the Distribution
Account for the benefit of each Amortizing Class in
respect of Principal Collections on the related
Transfer Date:
Class A1......................................$ 0.00
Class A2......................................$ 0.00
Class A3......................................$ 0.00
Class A4......................................$ 0.00
Class A5......................................$ 0.00
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.......................................$29,869,878.38
(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................................$1,478,600.21
Class A2................................$6,454,819.16
Class A3................................$6,504,819.17
Class A4...............................$12,273,757.12
Class A5................................$3,157,882.72
(c) The Deficiency Amount (if any) as of
October 31, 1997.................................................$0.00
<PAGE>
Exhibit 13(d)
Page 5 of 8
(d) The amount of such Deficiency Amount allocable to each Class:
Class A1......................................$ 0.00
Class A2......................................$ 0.00
Class A3......................................$ 0.00
Class A4......................................$ 0.00
Class A5......................................$ 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, 1997 allocable to the Investor
Certificates (the "Investor Loss Amount")........................$0.00
(b) The Class Loss Amount for each Class (if any):
Class A1......................................$ 0.00
Class A2......................................$ 0.00
Class A3......................................$ 0.00
Class A4......................................$ 0.00
Class A5......................................$ 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........................................$0.00
<PAGE>
Exhibit 13(d)
Page 6 of 8
(c) The Class Charged-Off Amount for each Class
for the period ended October 31, 1997:
Class A1......................................$ 0.00
Class A2......................................$ 0.00
Class A3......................................$ 0.00
Class A4......................................$ 0.00
Class A5......................................$ 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
Class A5......................................$ 0.00
(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
Class A5.......................................$ N/A
<PAGE>
Exhibit 13(d)
Page 7 of 8
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........................................$0.00
Class A2..............................$100,000,000.00
Class A3..............................$100,000,000.00
Class A4..............................$207,860,000.00
Class A5..............................$200,000,000.00
(b) Each Class Investor Interest after giving effect to
the payments made on the Distribution Dates:
Class A1........................................$0.00
Class A2..............................$100,000,000.00
Class A3..............................$100,000,000.00
Class A4..............................$207,860,000.00
Class A5..............................$200,000,000.00
7. Servicing Fee.
(a) The aggregate amount of the Monthly Servicing
Fee payable by the Trust to the Servicer for
the period October 31, 1997..............................$6,243,991.59
(b) The aggregate amount of the Monthly Servicing
Fee set forth in paragraph 7(a) above allocable
to the Investor Certificateholders.......................$4,703,777.04
8. Available Subordinated Amount; Minimum Seller Interest.
(a) The available Subordinated Amount as of
October 31, 1997........................................$94,218,300.00
(b) The Minimum Seller Interest as of October 31, 1997......$112,454,100.00
<PAGE>
Exhibit 13(d)
Page 8 of 8
9. Class Amortization Percentages.
The Class Amortization Percentage for each Amortizing Class:
Class A1.......................................$ N/A
Class A2.......................................$ N/A
Class A3.......................................$ N/A
Class A4.......................................$ N/A
Class A5.......................................$ N/A
<PAGE>
Exhibit 13(e)
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 and the Series Supplements dated June 8, 1995 and August 19, 1997
(collectively known as the "Agreements") of the Dealer Note Trust 1990 and
the Dealer Note Master Trust Series 1995-1 and Series 1997-1
(collectively known as the "Trusts").
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 this 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 discussions 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
proved the mathematical accuracy of the monthly certificates issued during
the fiscal year ended October 31, 1997.
3. In accordance with section 3.06(b) of the Agreements of the Trusts, we
compared the amounts contained in the monthly certificates to the computer
reports of NFC and found them to be in agreement.
4. 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 Servicer Certificates Distribution and Performance Annual
Aggregate Report for the Navistar Financial Dealer Note Trust 1990, 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 Reports for the Navistar Financial Dealer Note
Master Trust Series 1995-1 and Series 1997-1. 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 15, 1997
<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>
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<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
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