<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 December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-80413
Fleetwood Credit 1996-B Grantor Trust
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 33-0444724
---------------- ---------------
(State or Other (IRS Employer
jurisdiction of Identification No.)
incorporation)
Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway
P.O. Box 87024
Yorba Linda, CA 92886-8724
(Address of principal executive offices) (Zip Code)
- ---------------------------------------------------------------
Registrant's telephone number, including area code: (714) 921-3400
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 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-----------
Trust does not have any voting stock.
Trust has not been involved in bankruptcy proceedings during the preceding
five years.
Trust is not reporting as a corporate issuer.
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
The Fleetwood Credit 1996-B 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 September
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 Chase Manhattan Bank, 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 September 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 September 1, 1996, the Receivables included in the pool
consisted of 8,570 contracts with an aggregate value of
$205,480,433.58.
<PAGE>
As of December 31, 1996, the end of the year of the Trust for which
this Form 10-K Annual Report is being filed, there were 8,206
contracts with an aggregate value of $191,599,819.86 outstanding.
The change in the aggregate principal balance of the Receivables
between September 1, 1996, and December 31, 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 77
Receivables. There were no repurchases of defaulted Receivables
pursuant to the Reserve Fund. The net loss on Receivables for the
period from September 1, 1996, through December 31, 1996, was
$42,818.04. The aggregate amount recovered from sales of
repossessed vehicles during the period was $51,552.12.
At December 31, 1996, there were twelve (12) accounts with an
aggregate principal balance of $255,918.62 that were 30-59 days
delinquent, three (3) accounts with an aggregate principal balance of
$47,052.70 that were 60-89 days delinquent, and one (1) account with
an aggregate principal balance of $3,322.82 that was 90 or more days
delinquent. The foregoing delinquent balances represent 0.133%,
0.025%, 0.002% respectively, of the outstanding pool balance as of
December 31, 1996 (0.160% 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) CS First Boston and UBS Securities 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 December 31, 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 December 31,
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>
Name and Address of Amount and Nature Percent
Title of Class Class A of of
Certificateholder Certificate Holdings Class A
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Fleetwood Credit Cede & Co. 205,204 96.500%
1996-B Grantor P.O. Box 20 Certificates
Trust 6.90% Bowling Green Station representing
Asset Backed New York, NY 10274 $198,288,618.40 <F1>
Certificates,
Class A
Fleetwood Credit Cede & Co. 7,442 3.500%
1996-B Grantor P.O. Box 20 Certificates
Trust 7.10% Bowling Green Station representing
Asset Backed New York, NY 10274 $7,191,815.18 <F1>
Certificates,
Class B
<FN>
<F1> Each Certificate represented $1,000 on date of issuance and $966.30
as of December 31, 1996. As of December 31, 1996, the aggregate
outstanding principal amount of Certificates was $205,480,433.58.
</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 (September 1,
1996) through December 31, 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 Coopers & Lybrand L.L.P. 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 December 1996 as part of the annual report
for the calendar year 1996 pursuant to ARTICLE XIV, Section
14.11 of the Standard Terms and Conditions of the Agreement
is filed as part of this Report.
(c) Servicer's Certificate for December 1996 is 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-B Grantor Trust
By: FLEETWOOD CREDIT CORP., as Servicer
Date: March 31, 1997 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 December, 1996
19(b) Trustee's Report
99 Report of Independent Public Accountants
</TABLE>
<PAGE>
EXHIBIT 19(a)
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1996-B GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1996
<TABLE>
<S> <C> <C>
Principal and Interest Collections
Beginning Pool Balance (1) $ 194,734,880.57
Beginning Pool Factor [(1)/$ 205,480,433.58] (2) 0.9477052
Principal Collected (3) $ 3,091,903.21
Interest Collected (4) $ 1,563,658.08
Less: Accrued Interest Prior to Cut Off Date (5) 962,692.73
Less: Additional Purchased Accrued Interest (5a) 0.00
Plus: Purchased Accrued Interest -
End of Collection Period (6) 963,342.35
Net decrease/(increase) in Purchased
Accrued Interest [(5)+(5a)-(6)] (7) $ -649.62
Plus: "Non-Reimbursable Interest Payment" (8) 10,902.02
Total Interest Received
[(4)-(5)-(5a)+(6)+(8)] (9) $ 1,575,209.72
Additional Deposits
(i) Repurchase Amounts (10) 0.00
(ii) Liquidation Proceeds (11) 23,352.00
(iii) Yield Supplement Deposit Amount (12) 0.00
Total Additional Deposits [(10)+(11)+(12)] (13) $ 23,352.00
Total Available Funds [(3)+(9)+(13)] (14) $ 4,690,464.93
Defaulted Receivable Principal Balance [(A1)] (15) $ 43,157.50
Ending Pool Balance [(1)-(3)-(15)] (16) $ 191,599,819.86
Ending Pool Factor [(16)/$ 205,480,433.58] (17) 0.9324480
/TABLE
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1996-B GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1996
<TABLE>
<C> <S> <C>
Distributions:
Class A Class B
Total
Class Percentage 96.5% 3.5%
100%
Pool Factor (Ending Pool Balance) 0.9324480 0.9324480
0.9324480
Class Coupon 6.90% 7.10%
December Beginning Pool Balance [(1)] $187,919,159.75 $6,815,720.82
$194,734,880.57
December Ending Pool Balance [(16)] $184,893,826.16 $6,705,993.70
$191,599,819.86
Collected Principal [(3)] $2,983,686.60 $108,216.61
$3,091,903.21
Collected Interest [(9)] $1,520,077.38 $55,132.34
$1,575,209.72
Other Collected Interest [(9a)] $0.00 $0.00
$0.00
Additional Deposits [(10)+(11)] $22,534.68 $817.32
$23,352.00
Servicing Fee [(1.0%/12)x(1)] ($156,599.30) ($5,679.77)
($162,279.07)
Total Available Funds $4,369,699.36 $158,486.50
$4,528,185.86
Payments to Certificateholders:
Principal Distributable Amount[(1)-(16)] $3,025,333.59 $109,727.12
$3,135,060.71
Interest Distributable Amount $1,080,535.17 $40,326.35
$1,120,861.52
[(1)x(coupon/12)]
Total Payments to Certificateholders $4,105,868.76 $150,053.47
$4,255,922.23
Reserve Fund payment $0.00 $0.00
$0.00
Amount due Class B but paid to
Class A (subordination) $0.00
Class A Interest Carryover Shortfall $0.00
Class A Principal Carryover Shortfall $0.00
Class B Interest Carryover Shortfall $0.00
Class B Principal Carryover Shortfall $0.00
Amounts Remaining in the Certificate
Account to be paid to the Seller $263,830.60 $8,433.03
$272,263.63
Memo:
Principal Difference ($19,112.31) ($693.19)
($19,805.50)
Interest Difference $282,942.91 $9,126.22
$292,069.13
Total $263,830.60 $8,433.03
$272,263.63
</TABLE>
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1996-B GRANTOR TRUST
Servicer's Certificate
For the Month of December, 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 7.90%
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)$ 43,157.50
Interest (A2) 415.71
Expense (A3) 624.00
Total (A) $ 44,197.21
Less: Liquidation Proceeds (B) $ 23,352.00
Realized Loss [(A1)+(A2)-(B)] (C) $ 20,221.21
Cumulative Losses (Including Expenses) (D) $ 42,818.04
Cumulative Loss Percentage [(D)/$205,480,433.58] 0.02%
(Less than 1.5% ?)
/TABLE
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1996-B GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1996
<TABLE>
<S> <C> <C>
Reconciliation of Reserve Fund
Beginning Reserve Fund Balance (57) $ 3,914,654.59
Plus: Excess Amounts from Seller (57a) 272,263.63
Plus: Investment Earnings (57b) 18,703.35
Less: Reserve Fund Payments (58) 0.00
Subtotal Reserve Fund $ 4,205,621.57
Plus: Beginning Negative Carry Balance (58a) 0.00
Plus: Negative Carry Investment Earnings (58b) 0.00
Less: Payment from Negative Carry (58c) 0.00
Ending Negative Carry Balance (58d) 0.00
Reserve Fund Prior to Payments to Seller (59) $ 4,205,621.57
Required Reserve Fund Balance:
(Lesser of 1 or 2)
(1) Greater of: $4,109,609 or 2.00% 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) $ 4,109,609.00
Amount of Excess Reserve released [(59)-(60)] (61) $ 96,012.57
(No Release to be made during Pre-funding period)
Ending Reserve Fund Balance to be invested(including (62) $ 4,109,609.00
Negative Carry Balance)
Reserve Fund Balance as a Percent
of the Ending Pool Balance (63) 2.14%
Interest Income on Reserve Fund for December, 1996
from The Chase Manhattan Bank (64) $ 18,703.35
Interest Income on Negative Carry Balance for (65) $ 0.00
December, 1996 from The Chase Manhattan Bank
/TABLE
<PAGE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1996-B GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1996
<TABLE>
<S> <C>
Reconciliation of Net Payment to the Trustee
Available Funds $ 4,690,464.93
Servicing Fees ($162,279.07)
Total Available Funds $ 4,528,185.86
Total payments to Class A $ 4,105,868.76
Total payments to Class B $ 150,053.47
Reserve Fund:
Excess from Seller [(57a)] $ 272,263.63
Reserve Fund Payments [(58)] $ (0.00)
Gross payment to the Trustee $ 4,528,185.86
Amounts Held by Trustee:
Less: Amount released from Reserve Fund
in excess of $4,109,609 (Net of Reserve Fund payment) $ 96,012.57
Less: Balance of Prefunded Account payable
to Certificateholders N/A
Less: Amount paid from Negative Carry
Balance [(58c)] N/A
Less: Amount paid from Pre-Funded
Amount Earnings [(72)] N/A
Total Other Collected Interest (9a) N/A
Total Amount Held by Trustee $ 96,012.57
Net payment to the Trustee $ 4,432,173.29
Reconciliation of Pre-Funding Account
Beginning Pre-Funded Amount (70) N/A
[Prior Month (74)]
Less: Amount applied to the purchase of
Subsequent Receivables (71) N/A
Plus: Earnings on Pre-Funded Amount (72) N/A
Less: Payment of Earnings (73) N/A
Ending Pre-Funding Amount (74) N/A
Account Activity
Number of Accounts - Beginning of Month 8,283
Less: Account Paid Off / Repurchased 77
Plus: Accounts in Collateral Addition 0
Number of Accounts - End of Month 8,206
Non-Accrual Accounts - End of Month
Number of Non-Accrual Accounts 2
Aggregate Principal Balance Outstanding $51,552.12
</TABLE>
Fleetwood Credit Receivables Corp.
FLEETWOOD CREDIT 1996-B GRANTOR TRUST
Servicer's Certificate
For the Month of December, 1996
<TABLE>
<CAPTION>
Delinquent Accounts
Period of Delinquency Units Amount Percent of Pool
<S> <C> <C> <C>
30 - 59 days 12 $255,918.62 0.133%
60 - 89 days 3 47,052.70 0.025%
90 days or more 1 3,322.82 0.002%
Total 16 $306,294.14 0.160% (A)
Repossession Inventory 2 $ 51,552.12 0.03% (B)
</TABLE>
<TABLE>
<CAPTION>
Delinquency Percentage
Quarter
NOV DEC JAN Total (Avg)
<S> <C> <C> <C> <C>
90 days or more (000) $ 42.3 $ 3.3 $ N/A $ N/A
Repossession Inventory (000) $ 65.9 $51.6 $ N/A $ N/A
Total $108.2 $54.9 $ N/A $ N/A (A)
Ending Pool Balance (mils) $194.7 $191.6 $ N/A $ N/A (B)
Delinquency Percentage (A)/(B) N/A
</TABLE>
<TABLE>
<CAPTION>
Realized Loss Analysis
Quarter
NOV DEC JAN Total
<S> <C> <C> <C> <C>
Realized Losses/(Recoveries)(X)
[(A1+(A2)-(B)] (000) $ 21.8 $ 20.2 $ N/A $ N/A (Sum)
Beginning Pool Balance(mils)(Y) $197.8 $194.7 $ N/A $ N/A (Avg)
Realized Loss Percentage
(Less than 1.5%?) [((X)/(Y))*4] N/A
Realized Losses Since Inception $ 41,994.04
(less than $3,082,207 ?)
Change in Realized Losses $ 20,221.21
</TABLE>
<TABLE>
<S> <C>
Proceeds from Insurance and Dealer Repurchases
Proceeds received during the month from
physical damage insurance $0.00
Proceeds received during the month from Dealer
repurchase obligations relating to Defaulted Receivables $0.00
</TABLE>
<PAGE>
EXHIBIT 19(b)
[LOGO]
The Chase Manhattan Bank
450 West 33rd Street
New York, NY 10001
31-Jan-97
To the Holders of:
Fleetwood Credit 1996-B Grantor Trust
$198,288,618.40 6.90% Asset-Backed Certificates, Class A
The following information is being provided to you for the calendar year 1996
pursuant to Section 14.10 of the Standard Terms and Conditions of Agreement
effective September 1, 1996. Detailed below are the monthly payment factors
(per $1,000 of original issuance) for interest, principal, and fees and
compensation paid to the Servicer. The information can be utilized for
preparation of federal income tax returns. Should you have any further
questions regarding the use of this information, please consult your tax
counsel.
<TABLE>
<CAPTION>
Fees and Compensation
Interest Principal Paid to Servicer
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
October 5.750000 17.825202 0.833300
November 5.647505 19.392111 0.818500
December 5.536000 15.077462 0.802300
</TABLE>
THE CHASE MANHATTAN BANK
as Trustee and Paying Agent<PAGE>
<PAGE>
EXHIBIT 99
[LOGO]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Associates First Capital Corporation
The Chase Manhattan Bank as Trustee:
We have audited, in accordance with generally accepted audited standards, the
consolidated balance sheet of Associates First Capital Corporation as of
December 31, 1996, and the related consolidated statement of earnings, changes
in stockholders' equity and cash flows for the year then ended, have issued
our report thereon dated January 28, 1997.
In connection with our audit, nothing came to our attention (during the period
April 22, 1996 (date of acquisition) through December 31, 1996), that caused
us to believe that there were any exceptions or errors in the records relating
to receivables serviced for others by Fleetwood Credit Corp. ("Fleetwood") as
Servicer under the Pooling and Servicing Agreement dated as of September 1,
1996, among Fleetwood, as Servicer, Fleetwood Credit Receivables Corp., as
Seller, and The Chase Manhattan Bank, as Trustee, and the Fleetwood Credit
Grantor Trust Standard Terms and Conditions of Agreement (Senior/Subordinated)
effective September 1, 1996, incorporated by reference therein (collectively,
the "Agreement"), insofar as such exceptions or errors related to accounting
matters. However, our audit was not directed primarily toward obtaining
knowledge of such exceptions of errors.
We are independent with respect to Associates First Capital Corporation and
Fleetwood under Rule 101 of the AICPA's Code of Professional Conduct and its
interpretations.
This report, issued pursuant to Section 13.11 of the Agreement, is intended
solely for the information and use of the Board of Directors and management of
Associates First Capital Corporation and The Chase Manhattan Bank and should
not be used for any other purpose.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
January 28, 1997
