<PAGE>
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-80413
FLEETWOOD CREDIT 1996-A GRANTOR TRUST
(Exact name of registrant as specified in its charter)
California 33-0333724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway Yorba Linda, CA 75062-2729
(Address of principal executive offices)
(Zip Code)
714-921-3400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act
None
Securities registered pursuant to Section 12 (g) of the Act
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes..X.. No.....
State the aggregate market value of the voting stock held by non-affiliates of
the registrant - None.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. - Not Applicable.
Trust does not have any voting stock.
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
The Fleetwood Credit 1996-A Grantor Trust (the "Trust") was formed
and its asset backed certificates (the "Certificates") were issued
pursuant to a Pooling and Servicing Agreement, dated as of April
1, 1996 (the "Agreement"), between Fleetwood Credit Receivables
Corp., a California corporation, as Seller (the "Seller"), and
Fleetwood Credit Corp., a California corporation, as Servicer (the
"Servicer") and The First National Bank of Chicago, a national
banking association, as Trustee of the Trust (the "Trustee"). The
Certificates consist of one class of senior certificates, (the
"Class A Certificates") and one class of subordinated
certificates, (the "Class B Certificates"). The Class A
Certificates represent an undivided ownership interest of ninety-six
point five percent (96.5%) of the Trust and the Class B
Certificates represent an undivided ownership interest of three
point five percent (3.5%) the Trust. The Class B Certificates are
subordinate to the Class A Certificates in regard to the right to
receive payments in the event of delinquency or default on the
Receivables (as defined below). Capitalized terms herein, unless
otherwise defined herein, shall have the meanings specified in the
Agreement.
The property of the Trust includes a pool of simple interest
retail installment sale contracts (the "Receivables") between
dealers (the "Dealers") in new and used recreational vehicles,
manufactured primarily by subsidiaries of Fleetwood Enterprises,
Inc., and retail purchasers (the "Obligors"), and all payments due
thereunder on or after April 1, 1996 (the "Cutoff Date") other
than accrued interest owing on Receivables prior to the Cutoff
Date. The Receivables were originated by Dealers and subsequently
assigned to the Servicer, and are serviced by the Servicer and
evidence the indirect financing made available by the Servicer to
the Obligors. The property of the Trust also includes: (i) such
amounts as from time to time may be held in an interest bearing
trust account established and maintained by the Seller with the
Trustee pursuant to the Agreement (the Subordinated Reserve Fund),
and the proceeds thereof; (ii) security interests in the financed
vehicles and any accessions thereto; (iii) benefits under the
subordination of the Class B Certificates and the Servicer Letter
of Credit; (iv) any recourse rights of the Seller against
Dealers; and (v) the right to proceeds of physical damage, credit
life, and disability insurance policies covering the financed
vehicles or the Obligors.
As of April 1, 1996, the Receivables included in the pool
consisted of 7,351 contracts with an aggregate value of
$152,545,172.18.
<PAGE>
As of April 30, 1996, the end of the fiscal year of the Trust for
which this Form 10-K Annual Report is being filed, there were
7,188 contracts with an aggregate value of $147,404,685.89
outstanding.
The change in the aggregate principal balance of the Receivables
between April 1, 1996, and April 30, 1996, was due to: (i)
scheduled principal payments, made by or on behalf of the Obligors
on the Receivables; and (ii) payment in full of 163 Receivables.
There were no repurchases of defaulted Receivables pursuant to the
Reserve Fund. The net loss on Receivables for the period from
April 1, 1996, through April 30, 1996, was $0.00. The aggregate
amount recovered from sales of repossessed vehicles during the
period was $0.00.
At April 30, 1996, there were ten (10) accounts with an aggregate
principal balance of $173,652.82 that were 30-59 days delinquent,
zero (0) accounts that were 60-89 days delinquent, and zero (0)
accounts that were 90 or more days delinquent. The foregoing
delinquent balances represent 0.120%, 0.000%, 0.000% respectively,
of the outstanding pool balance as of April 30, 1996 (0.120% in
total).
Item 3. Legal Proceedings.
The Registrant knows of no material legal proceedings with respect
to the Trust, involving the Trust, the Trustee or the Company, as
Servicer of the Receivables, other than ordinary routine
litigation incidental to the Trustee's or the Company's servicing
duties under the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the period covered by this report
to a vote of the Certificateholders.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
(a) Merrill Lynch & Co., Chase Securities, Inc, and CS First
Boston and have informed the Company that, while they have
been prepared to quote prices to institutional investors for
the purchase and sale of Certificates, to the best of their
knowledge, there have been only limited sporadic quotations
for the purchase and sale of Certificates.
(b) As of April 30, 1996, there was one (1) Certificateholder of
record, Cede & Co. as nominee for the Depository Trust
Company ("DTC").
(c) Not Applicable.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Not Applicable.
Item 8. Financial Statement and Supplementary Data.
Not Applicable.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) To the best knowledge of the registrant, as of April 30,
1996, there was one (1) Certificateholder of record for each
class of Certificates, Cede & Co. as nominee for DTC, whose
participating members in aggregate owned of record in excess
of five percent (5%) of the interest represented by the
Certificates, as set forth in the table below. The
Registrant has no knowledge of whether any of such
participating member of DTC is a "Beneficial owner" ( as
that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934), of the Certificates held of record.
<TABLE>
<CAPTION>
Title of Class Name and Address of Amount and Nature Percent
Class A of Of
Certificateholder Certificate Holdings Class A
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Fleetwood Credit Cede & Co. 147,206 96.500%
1996-A Grantor P.O. Box 20 Certificates
Trust 6.75% Bowling Green Station representing
Asset Backed New York, NY 10274 $142,245,521.88 <F1>
Certificates,
Class A
Fleetwood Credit Cede & Co. 5,339 3.500%
1996-A Grantor P.O. Box 20 Certificates
Trust 6.95% Bowling Green Station representing
Asset Backed New York, NY 10274 $5,159,164.01 <F1>
Certificates,
Class B
<FN>
<F1> Each Certificate represented $1,000 on date of issuance and
$966.30 as of April 30, 1996. As of April 30, 1996, the aggregate
outstanding principal amount of Certificates was $147,404,685.89.
</FN>
</TABLE>
(b) Not Applicable.
(c) Not Applicable.
<PAGE>
Item 13. Certain Relationships and Related Transactions.
(a) The Registrant knows of no transaction or series of similar
transactions during the period from inception (April 1,
1996) through April 30, 1996, or any currently proposed
transaction or series of similar transactions to which the
Trustee or the Trust has been or will be a party, involving
an amount exceeding $60,000 and in which any
Certificateholder or any beneficial owner, in either case,
who owns more than five percent of the interest represented
by the Certificates, or any member of the immediate family
of any Certificateholder of beneficial owner, had or will
have a direct or indirect material interest.
(b) Not Applicable.
(c) Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The attached report of Arthur Andersen LLP regarding the
servicing activities of the Company, prepared pursuant to
ARTICLE XIII, Section 13.11. of the Standard Terms and
Conditions of the Agreement, is filed as Exhibit 99.
(b) In its request for a no-action letter (which letter was
issued by the Commission on September 19, 1991), Fleetwood
Credit Receivables Corp. on behalf of the Registrant,
proposed to include herein as an exhibit the Annual Report
required to be issued following the end of each calendar
year by the Trustee regarding distributions made to
Certificateholders in the prior year. The Registrant files
herewith as Exhibit 19(b) the Trustee's Report for April 1996
as part of the annual report for the fiscal year 1996 and
pursuant to ARTICLE XIV, Section 14.11 of the Standard Terms
and Conditions of the Agreement.
(c) Servicer's Certificate for April 1996 as filed as Exhibit 19(a).<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.
Fleetwood Credit 1996-A Grantor
Trust
By: FLEETWOOD CREDIT CORP., as
Servicer
Date: July 30, 1996 By: /s/ Marvin T. Runyon, III
Name: Marvin T. Runyon, III
Title: Senior Vice President
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
-----------------------------------------------------------------------------
<S> <C> <C>
19(a) Servicer's Certificate for April, 1996
19(b) Trustee's Report
99 Report of Independent Public Accountants
</TABLE>
<PAGE>
[FIRST CHICAGO LETTERHEAD] Exhibit 19(a)
FLEETWOOD CREDIT CORP.
FCC 1996-A GRANTOR TRUST
$147,206,091.15 6.75% ASSET BACKED CERTIFICATES Class A
$5,339,081.03 6.95% ASSET BACKED CERTIFICATES Class B
May 15, 1996
On May 15, 1996, interest earned and principal paid on the underlying
collateral for the month of April, 1996 were paid to you by First Chicago, in
its capacity as Trustee for the above referenced issue. The following
information is being provided pursuant to section 14.10 of the Standard Terms
and Conditions of Agreement Dated April 1, 1996. This payment per $1,000 or
original issuance of your holdings is allocated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS B
------- -------
<S> <C> <C> <C>
1) Principal Distributable 33.698125 33.698125
2) Interest Distributable 5.625000 5.791667
3) Fees Paid to Servicer 122,671.75 4,449.23
Per certificate 0.833333 0.833333
4) a) Pool Balance after this payment 142,245,521.88 5,159,164.01
b) Pool Factor 0.9663019 0.9663019
5) Proceeds received during the period
from physical damage insurance 0.00
6) a) Reserve Fund Balance 2,505,440.56
b) % of Pool Balance 1.70%
7) Servicer Letter of Credit Amount (L.C. Terminated 2/95) N/A
% of Pool Balance N/A
8) Proceeds received during the period from dealer
repurchase obligations related to defaulted
receivables 0.00
9) a) Aggregate amount of Paid-Ahead Receivables N/A
b) Aggregate amount of Unreimbursed Advances
with respect to Paid-Ahead Receivables N/A
c) Change from Previous Month N/A
10) Aggregate unreimbursed Advances
Prior Month 752,068.34
Change from Previous Month (28,585.82)
This Month 723,482.52
11) Certificate Balance 142,245,521.88 5,159,164.01
12) Class A Principal Carryover Shortfall 0.00
Change from preceding period 0.00
Class A Interest Carryover Shortfall 0.00
Change from preceding period 0.00
Class B Principal Carryover Shortfall 0.00
Change from preceding period 0.00
Class B Interest Carryover Shortfall 0.00
Change from preceding period 0.00
13) Realized Losses 0.00
Change from preceding period 0.00
14) Amount due Class B but paid to Class A (subordination) 0.00
</TABLE>
Class A CUSIP NO. 339083 AA5 The First National Bank of Chicago
Class B CUSIP NO. 339083 AB3 as Trustee<PAGE>
<PAGE>
Exhibit 19(b)
FLEETWOOD CREDIT 1996-A GRANTOR TRUST
Servicer's Certificate
For the Month of April, 1996
<TABLE>
<S> <C> <C>
Principal and Interest Collections
Beginning Pool Balance (1) $ 152,545,172.18
Beginning Pool Factor [(1)/$ 152,545,172.18] (2) 1.0000000
Principal Collected (3) $ 5,140,486.29
Interest Collected (4) $ 1,207,562.99
Less: Accrued Interest Prior to Cut Off Date (5) 752,068.34
Less: Additional Purchased Accrued Interest (5a) 0.00
Plus: Purchased Accrued Interest -
End of Collection Period (6) 723,482.52
Net decrease/(increase) in Purchased
Accrued Interest [(5)+(5a)-(6)] (7) $ 28,585.82
Plus: "Non-Reimbursable Interest Payment" (8) 14,502.40
Total Interest Received
[(4)-(5)-(5a)+(6)+(8)] (9) $ 1,193,479.57
Additional Deposits
(i) Repurchase Amounts (10) 0.00
(ii) Liquidation Proceeds (11) 0.00
(iii) Yield Supplement Deposit Amount (12) 0.00
Total Additional Deposits [(10)+(11)+(12)] (13) $ 0.00
Total Available Funds [(3)+(9)+(13)] (14) $ 6,333,965.86
Defaulted Receivable Principal Balance [(A1)] (15) $ 0.00
Ending Pool Balance [(1)-(3)-(15)] (16) $ 147,404,685.89
Ending Pool Factor [(16)/$ 152,545,172.18] (17) 0.9663019
</TABLE>
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1996-A GRANTOR TRUST
Servicer's Certificate
For the Month of April, 1996
<TABLE>
<S> <C> <C>
Determination of the Servicer Letter of Credit Amount
Number of Contracts - End of Month (45) N/A
Original number of contracts (46) N/A
Percent of Original Contracts remaining
[((45)/(46))x100] (47) N/A
Original Servicer Letter of Credit Amount (48) $ N/A
Revised Servicer Letter of Credit Amount
[Lessor of [(48)x(47) or the Beginning
Pool Balance (1)] (49) $ N/A
Prior Month Servicer Letter of Credit Amount
[Previous Month (49)] (50) $ N/A
Servicer Letter of Credit Fee (51) $ N/A
Yield Supplement Amount
Receivables with coupon rates below 7.76%
Principal Outstanding (52) $ N/A
Number of receivables (53) N/A
Interest on the Receivables at their APR (54) $ N/A
Interest due on the Receivables at the
Pass-Through Rate (55) $ N/A
Yield Supplement Amount [(54)-(55)] (56) $ N/A
Defaulted Receivables
Amount of principal and accrued interest due from
Obligors on Defaulted Receivables
Principal (A1) $ 0.00
Interest (A2) 0.00
Expense (A3) 0.00
Total (A) $ 0.00
Less: Liquidation Proceeds (B) $ 0.00
Realized Loss [(A1)+(A2)-(B)] (C) $ 0.00
Cumulative Losses (Including Expenses) (D) $ 0.00
Cumulative Loss Percentage [(D)/$152,545,172.18] 0.00%
(Less than 1.5% ?)
</TABLE>
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1996-A GRANTOR TRUST
Servicer's Certificate
For the Month of April, 1996
<TABLE>
<S> <C> <C>
Reconciliation of Reserve Fund
Beginning Reserve Fund Balance (57) $ 2,289,000.00
Plus: Excess Amounts from Seller (57a) 207,402.15
Plus: Investment Earnings (57b) 9,038.41
Less: Reserve Fund Payments (58) 0.00
Subtotal Reserve Fund $ 2,505,440.56
Plus: Beginning Negative Carry Balance (58a) NA
Plus: Negative Carry Investment Earnings (58b) NA
Less: Payment from Negative Carry (58c) 0.00
----------------
Ending Negative Carry Balance (58d) NA
Reserve Fund Prior to Payments to Seller (59) $ NA
Required Reserve Fund Balance:
(Lesser of 1 or 2)
(1) Greater of: $3,050,903 or 2.50% of the Ending Pool Balance
(Class A and Class B Certificate Balances), but not greater
than the Ending Pool Balance (unless the Cumulative Loss
Percentage exceeds 1.5%), or (2);
(2) (18% - Subordination Fraction) x the Ending Pool Balance NA
----------------
Required Amount (60) $ 3,685,117.15
Amount of Excess Reserve released [(59)-(60)] (61) $ NA
(No Release to be made during Pre-funding period) ----------------
Ending Reserve Fund Balance to be invested(including (62) $ NA
Negative Carry Balance)
Reserve Fund Balance as a Percent
of the Ending Pool Balance
(63) NA
----------------
Interest Income on Reserve Fund for April, 1996
from First Chicago (64) $ 9,038.41
Interest Income on Negative Carry Balance for April, 1996 (65) $ NA
from First Chicago ----------------
</TABLE>
<PAGE>
EXHIBIT 99
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of Fleetwood Credit Corp. and
The First National Bank of Chicago as trustee:
We have audited, in accordance with generally accepted auditing
standards the financial statements of FLEETWOOD CREDIT CORP. and
SUBSIDIARY as of April 30, 1996 and have issued our report thereon
dated May 31. 1996,
The audit referred to above included tests relating to simple interest
retail installment sales contracts serviced for others in accordance
with the requirements of the Uniform Single Audit Program for
Mortgage Bankers. Our audit disclosed no exceptions or errors in
records relating to simple interest retail installment sales contracts
serviced for others that, in our opinion, the Program requires us to
report.
We are independent with respect to Fleetwood Credit Corp. within the
meaning of the Code of Professional Conduct of the American Institute
of Certified Public Accountants.
This report is intended solely for the information and use of the board
of directors and management of Fleetwood Credit Corp. and The First
National Bank of Chicago end should not be used for any
other purpose.
/S/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
County, California
May 31, 1996
