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, 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 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 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. 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, 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. 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. On July 17,
1998, the 1990 Trust issued Class A-6 Certificates in the amount of $200.0
million to the Master Trust which in turn issued Series 1998-1 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 one remaining class of
Investor Certificates issued in 1990 (Class A-3) at which time the Master Trust
will become the active trust. The Class A-3 Investor Certificates are currently
expected to be repaid by April 1999.
<PAGE>
PART I (Continued)
Item 2. Properties
Not applicable.
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, 1998, the combined aggregate principal balance of Dealer
Notes and Investment Securities was $997.8 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, 1998, the combined aggregate principal balance of Dealer
Notes and Investment Securities allocated by the 1990 Trust to Investor
Certificates and the Seller Certificate were $707.9 million and $131.0 million,
respectively. Of the $707.9 million, $100.0 million of Investor Certificates
were issued to the public and $607.9 million were issued to the 1995 Dealer Note
Master Trust which, in turn, issued $600.0 million to the public. The balance of
the 1995 Dealer Note Master Trust is held by the Seller.
Item 8. Financial Statements and Supplementary Data
Not applicable.
<PAGE>
PART II (Continued)
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 1998-1
13(b) - Annual Summary of Servicer
and Settlement Certificates Series 1997-1
13(c) - Annual Summary of Servicer
and Settlement Certificates Series 1995-1
<PAGE>
PART IV (Continued)
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-
13(d) - Annual Summary of Servicer Certificates
13(e) - Annual Summary of Certificateholders' Statements
13(f) - Report of Management
- Independent Accountants' Report
(b) Reports on Form 8-K:
The Registrant filed the following reports on Form 8-K during the
three months ended October 31, 1998:
(i) Form 8-K dated August 25, 1998
(ii) Form 8-K dated September 25, 1998
(iii) Form 8-K dated October 23, 1998
<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 21, 1999
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 10
- Servicer and Settlement Certificates
Series 1998-1
13(b) Annual Summary 13
- Servicer and Settlement Certificates
Series 1997-1
13(c) Annual Summary 16
- Servicer and Settlement Certificates
Series 1995-1
13(d) Annual Summary 19
- Servicer Certificates
13(e) Annual Summary 24
- Certificateholders' Statements
13(f) Report of Management 32
Independent Accountants' Report 33
</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 Certificate-
holders. 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.
10.9 Series 1998-1 Supplement to the Pooling and Servicing Agreement dated as
of July 17, 1998, 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 1998-1 Certificate-
holders. Filed on Registration No. 333-30737.
10.10 Class A-6 Supplement to the 1990 Pooling and Servicing Agreement dated
July 17, 1998, 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 1998-1
---------------------------------------
ANNUAL SUMMARY OF SERVICER AND SETTLEMENT CERTIFICATES
DISTRIBUTION AND PERFORMANCE ANNUAL AGGREGATE REPORT For the
period July 17, 1998 through October 31, 1998
Under the Series 1998-1 Supplement dated as of July 17, 1998 (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, 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 1998-1
Certificateholders as well as the performance of the Master Trust during the
previous month. An annual aggregation of such monthly reports for the period
July 17, 1998 through October 31, 1998 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. The undersigned is 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 1998-1
Certificate on the Distribution Dates:
a. The total aggregate amount...............................$4,183,353.71
b. Stated on the basis of $1,000 original principal amount......$20.91677
5. The total amount, if any to be distributed on the
Series 1998-1 Certificates on the Distribution Dates
allocable to the Invested Amount.....................................$0.00
6. The total amount, if any, to be distributed on the
Series 1998-1 Certificates on the Distribution Date
allocable to interest on the Series 1998-1 Certificates......$4,183,353.71
7. The Invested amount as of the Distribution Date.
(after giving effect to all distributions that
will occur on the Distribution Date) ......................$200,000,000.00
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 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
<PAGE>
Exhibit 13(a)
Page 3 of 3
10. The aggregate amount of Dealer Notes issued to finance
OEM Vehicles, as of the end of the Due Period...............$11,226,142.65
11. The Dealers with the five largest aggregate
outstanding principal amounts of Dealer Notes
in the 1990 Trust at the end of the period:
i) Freund Equipment
ii) Southwest International Trucks
iii) Pollard Motor Co
iv) Longhorn International Eq Inc.
v) Southland International Trucks
<PAGE>
Exhibit 13(b)
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 November 1, 1997 through October 31, 1998
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, 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
November 1, 1997 through October 31, 1998 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. The undersigned is 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 1997-1
Certificate on the Distribution Dates:
a. The total aggregate amount..............................$11,828,174.95
b. Stated on the basis of $1,000 original principal amount......$59.14088
5. The total amount, if any to be distributed on the
Series 1997-1 Certificates 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 Date
allocable to interest on the Series 1997-1 Certificates.....$11,828,174.95
7. The Invested amount as of the Distribution Date.
(after giving effect to all distributions that
will occur on the Distribution Date).......................$200,000,000.00
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 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
<PAGE>
Exhibit 13(b)
Page 3 of 3
10. The aggregate amount of Dealer Notes issued to finance
OEM Vehicles, as of the end of the Due Period...............$11,226,142.65
11. The Dealers with the five largest aggregate
outstanding principal amounts of Dealer Notes
in the 1990 Trust at the end of the period:
i) Freund Equipment
ii) Southwest International Trucks
iii) Pollard Motor Co
iv) Longhorn International Eq Inc.
v) Southland International Trucks
<PAGE>
Exhibit 13(c)
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, 1997 through October 31, 1998
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, 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, 1997 through October 31, 1998 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. The undersigned is 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(c)
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..............................$12,132,341.61
b. Stated on the basis of $1,000 original principal amount......$60.66170
5. The total amount, if any to be distributed on the
Series 1995-1 Certificates 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 Date
allocable to interest on the Series 1995-1 Certificates.....$12,132,341.61
7. The Invested amount as of the Distribution Date.
(after giving effect to all distributions that will
occur on the Distribution Date)............................$200,000,000.00
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(c)
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...................$11,226,142.65
12. The Dealers with the five largest aggregate
outstanding principal amounts of Dealer Notes
in the 1990 Trust at the end of the Due Period:
i) Freund Equipment
ii) Southwest International Truck
iii) Pollard Motor Co
iv) Longhorn International Eq Inc.
v) Southland International Trucks
13. Required Monthly Interest Reserve Amount as of
the Distribution Date..........................................$300,000.00
14. Actual Monthly Interest Reserve Amount as of
the Distribution Date..........................................$300,000.00
<PAGE>
Exhibit 13(d)
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, 1997 through October 31, 1998
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, 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, 1997 through
October 31, 1998 with respect to the performance of the Trust during the period
ended on October 31, 1998 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. The undersigned is a Servicing Officer.
3. The amount of the Advance, if any, for the prior period is
equal to.......................................................$192,655.77
4. The amount of Dealer Finance Charge Collections for
the prior period was equal to...............................$28,356,711.23
5. The amount of NITC Finance Charges for the prior
period was equal to.........................................$32,575,263.06
6. The aggregate amount of all payments made pursuant to
Section 4.03 for the prior period was equal to..............$62,551,318.23
7. The Deficiency Amount during the period was equal to.................$0.00
<PAGE>
Exhibit 13(d)
Page 2 of 5
8. The Available Subordinated Amount as of the beginning
of the period was equal to..................................$94,218,300.00
9. The Maximum Subordinated Amount as of the beginning
of the period was equal to..................................$94,218,300.00
10. The Projected Spread for the current Distribution
Period is equal to...........................................$8,848,250.00
11. The amount on deposit in the Spread Account as of the
Spread Account Funding Date was equal to.....................$8,848,250.00
12. The principal amount of Dealer Notes outstanding as of
the end of the period is equal to..........................$997,827,654.55
13. The average daily balance of Dealer Notes outstanding
during the period is equal to..............................$804,603,574.36
14. The amount of the Monthly Servicing Fee during the
period is equal to...........................................$8,001,035.74
15. The amount of the Investor Monthly Servicing Fee during
the period is equal to.......................................$5,944,194.13
16. The amount of Dealer Finance Charges during the period
is equal to.................................................$32,013,564.83
17. The amount of NITC Finance Charges during the period
is equal to.................................................$46,571,894.40
18. The amount of Interest Income during the period is
equal to....................................................$79,887,785.81
19. The amount of Investor Interest Income during the period
is equal to.................................................$40,407,792.23
20. The amount of the Seller Interest Income during the
period is equal to..........................................$13,106,286.29
21. The average daily Seller Interest during the period
is equal to................................................$209,630,587.44
22. The Total Investor Percentage as of the end of the
period is equal to...............................................75.10495%
<PAGE>
Exhibit 13(d)
Page 3 of 5
23. The Excess Servicing during the period is equal to..........$21,327,671.55
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
Class A6.......................................$ 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......................$36,687,036.29
28. The amount paid out to the Holders of each
Class during the period in respect of Investor
Certificate Interest:
Class A1........................................$0.00
Class A2................................$1,661,487.51
Class A3................................$6,581,296.66
Class A4...............................$12,432,723.25
Class A5...............................$11,828,174.95
Class A6................................$4,183,353.71
29. The aggregate principal amount of Dealer Notes
repaid during the period is equal to.....................$3,461,594,236.53
<PAGE>
Exhibit 13(d)
Page 4 of 5
30. The aggregate principal amount of Dealer Notes
purchased by the Trust during the period is
equal to................................................ $3,791,413,966.72
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... $54,743.79
33. The amount of the Investor Loss Amount during the
period is equal to..............................................$41,115.30
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........$109,718,300.00
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........$109,718,300.00
36. The Seller Interest as of the end of the period is
equal to.................................................. $289,967,654.55
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.................$130,954,100.00
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......$8,848,250.00
AMORTIZATION TERM
39. The Class Loss Amount during the period for each Class:
Class A1.......................................$ N/A
Class A2.......................................$ N/A
Class A3.......................................$ N/A
Class A4.......................................$ N/A
Class A5.......................................$ N/A
Class A6.......................................$ N/A
<PAGE>
Exhibit 13(d)
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
Class A6.......................................$ 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
Class A6.......................................$ 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(e)
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, 1997 through October 31, 1998
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, 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, 1997 through October 31, 1998
with respect to the performance of the Trust during the Due Period ended on
October 31, 1998 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........................................$0.00
Class A2...............................$1,016.6148751
Class A3..................................$65.8129666
Class A4..................................$59.8129666
Class A5..................................$59.1408749
Class A6..................................$20.9167687
<PAGE>
Exhibit 13(e)
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........................................$0.00
Class A2..................................$16.6148751
Class A3..................................$65.8129666
Class A4..................................$59.8129666
Class A5..................................$59.1408749
Class A6..................................$20.9167687
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....................................$1,000.00
Class A3........................................$0.00
Class A4........................................$0.00
Class A5........................................$0.00
Class A6........................................$0.00
B. Information Regarding the Performance of the Trust.
1. Collections, Uses.
(a) The aggregate amount of Dealer Finance Charges
for the period.........................................$32,013,564.83
(b) The aggregate amount of NITC Finance Charges
for the period.........................................$46,571,894.40
(c) The aggregate amount of Principal Collections
received during the period..........................$3,461,594,236.53
(d) The aggregate amount of Principal Collections
allocable to the Amortizing Classes...................$100,000,000.00
(e) The aggregate amount of Principal Collections
processed during the period which were
deposited in the Spread Account.................................$0.00
<PAGE>
Exhibit 13(e)
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........................$3,381,341,591.48
(h) The aggregate amount of Principal Collections
processed during the
period which were used
to purchase Investment Securities......................$27,216,504.92
(i) The aggregate amount of Principal Collections
processed during the period which were paid
to the Seller..........................................$53,036,140.13
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, 1998
(which reflects the Dealer Notes and Investment
Securities represented by both the Seller
Certificates and Investor Certificates)...............$997,827,654.55
(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, 1998.....................$707,860,000.00
(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).......................70.9401%
(d) The Total Invested Amount after giving effect to
the payments made on the Distribution Dates...........$707,860,000.00
<PAGE>
Exhibit 13(e)
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..............................$100,000,000.00
Class A3........................................$0.00
Class A4........................................$0.00
Class A5........................................$0.00
Class A6........................................$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......................................$36,687,036.29
(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........................................$0.00
Class A2................................$1,661,487.51
Class A3................................$6,581,296.66
Class A4...............................$12,432,723.25
Class A5...............................$11,828,174.95
Class A6................................$4,183,353.71
(c) The Deficiency Amount (if any) as of
October 31, 1998................................................$0.00
<PAGE>
Exhibit 13(e)
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
Class A6........................................$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, 1998 allocable to the Investor
Certificates (the "Investor Loss Amount")..................$41,115.30
(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
Class A6........................................$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......$41,115.30
(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(e)
Page 6 of 8
(c) The Class Charged-Off Amount for each Class
for the period ended October 31, 1998:
Class A1........................................$0.00
Class A2........................................$0.00
Class A3........................................$0.00
Class A4........................................$0.00
Class A5........................................$0.00
Class A6........................................$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
Class A6........................................$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
Class A6.......................................$ N/A
<PAGE>
Exhibit 13(e)
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........................................$0.00
Class A3..............................$100,000,000.00
Class A4..............................$207,860,000.00
Class A5..............................$200,000,000.00
Class A6..............................$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........................................$0.00
Class A3..............................$100,000,000.00
Class A4..............................$207,860,000.00
Class A5..............................$200,000,000.00
Class A6..............................$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, 1998.............................$8,046,035.43
(b) The aggregate amount of the Monthly Servicing
Fee set forth in paragraph 7(a) above allocable
to the Investor Certificateholders......................$5,953,194.13
8. Available Subordinated Amount; Minimum Seller Interest.
(a) The available Subordinated Amount as of
October 31, 1998......................................$109,718,300.00
(b) The Minimum Seller Interest as of October 31, 1998....$130,954,100.00
<PAGE>
Exhibit 13(e)
Page 8 of 8
9. Class Amortization Percentages.
The Class Amortization Percentage for each Amortizing Class:
Class A1.......................................$ N/A
Class A2.......................................$ N/A
Class A3.......................................$ N/A
Class A4.......................................$ N/A
Class A5.......................................$ N/A
Class A6.......................................$ N/A
<PAGE>
Exhibit 13(f)
Page 1 of 2
REPORT OF MANAGEMENT
Management of Navistar Financial Corporation ("NFC") is responsible for
establishing and maintaining an internal control structure over financial
reporting of the servicing procedures provided by NFC under the Pooling and
Servicing Agreement dated as of 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, 1997-1 and 1998-1 (collectively known as the
"Trusts"), respectively, which is designed to provide reasonable assurance to
NFC's management and Board of Directors regarding the preparation of reliable
published financial reports. The structure contains self-monitoring mechanisms
and actions taken to correct deficiencies as they are identified. Even an
effective internal control structure, no matter how well-designed, has inherent
limitations, including the possibility of the circumvention or overriding of
controls, and therefore, can provide only reasonable assurance with respect to
financial statement preparation. Further, because of changes in condition,
internal control structure effectiveness may vary over time.
Management assessed NFC's internal control structure as of and for the year
ended October 31, 1998, in relation to criteria for effective internal control
over financial reporting based on criteria established in the AICPA
Professional Standards Section 319, "Consideration of Internal Control in a
Financial Statement Audit." Based on this assessment, management believes that
as of and for the year ended October 31, 1998, NFC maintained an effective
internal control structure over financial reporting of the servicing procedures
provided by NFC under the Agreements for the Trusts.
/s/ R. W. CAIN
R. W. CAIN
Vice President & Treasurer
/s/ P. E. COCHRAN
P. E. COCHRAN
Vice President & Controller
<PAGE>
Exhibit 13 (f)
Page 2 of 2
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors
Navistar Financial Corporation
We have examined management's assertion that, as of and for the year ended
October 31, 1998, Navistar Financial Corporation ("NFC"), maintained effective
internal control over the servicing procedures provided by NFC under the
Pooling and Servicing Agreements dated December 1, 1990, and June 8, 1995 and
the Series Supplements dated June 8, 1995, August 19, 1997 and July 17, 1998
(collectively known as the "Agreements") for the Dealer Note Trust 1990 and
the Dealer Note Master Trust (collectively known as the "Trusts") referred to
in the accompanying Report of Management.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of internal control over financial reporting,
testing and evaluating the design and operating effectiveness of internal
control as it pertains to the servicing procedures referred to in management's
assertion, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis
for our opinion.
Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Aslo, projections of any evaluation of internal control
to future periods are subject to the risk that internal control may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assertion that, as of and for the year ended
October 31, 1998, NFC maintained effective internal control over the servicing
procedures provided by NFC under the Agreements is fairly stated, in all
material respects, based on criteria established in the AICPA Professional
Standards Section 319, "Consideration of Internal Control in a Financial
Statement Audit."
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Chicago, Illinois
December 14, 1998
<TABLE> <S> <C>
<PAGE>
<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-31-1998
<PERIOD-END> OCT-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
