<PAGE>
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
OR
[ _ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission file number 33-41755
SCFC RECREATIOANAL VEHICLE LOAN TRUST 1991-1
(Exact name of registrant as specified in its charter)
Illinois Not Applicable
(State of Organization) (I.R.S. Employer Identification No.)
c/o SCFC Receivables Financing Corporation
12 Read's Way
New Castle, Delaware 19720
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302)323-7101
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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
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Page 1 of 14 Pages
The Exhibit Index appears on Page 6
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PART I
Item 1 Business
Not Applicable
Item 2 Properties
The SCFC Recreatioanal Vehicle Loan Trust 1991-1 (the "Trust") was formed
pursuant to a Pooling and Servicing Agreement dated as of September 1, 1991
(the "Pooling and Servicing Agreement") among SCFC Receivables Financing
Corporation, as seller (the "Seller"), NOVUS Credit Services Inc. (formerly
known as Sears Consumer Financial Corporation) ("NOVUS"), as servicer (the
"Servicer"), and First Bank National Association (successor trustee to Bank of
America Illinois, formerly Continental Bank, National Association), as trustee
(the "Trustee"). The property of the Trust consists of a portfolio of retail
installment sales contracts and installment loans originated by NOVUS or one
of its affiliates or purchased from dealers by NOVUS or one of its affiliates
(the "Receivables"), together with all rights, benefits and proceeds arising
therefrom or in connection therewith, including security interests in the new
and used recreatioanal vehicles securing such Receivables.
As of September 24, 1991, the Receivables included in the Trust had an
aggregate principal balance of $306,574,445.10. As of December 31, 1996, the
end of the fiscal year of the Trust for which this Form 10-K annual report is
being filed, the principal balance of the Receivables remaining in the Trust
was $59,174,566.21.
Reference is made to Exhibit 28(a), the Annual Payments Summary, for
additional information regarding principal and interest payments in respect of
the Trust certificates issued by the Trust (the "Certificates") and
information regarding servicing compensation and other fees paid by the Trust
during 1996.
As of December 31, 1996, the aggregate principal balance of the
receivables allocated to the Class A Certificates was $52,073,618.27 and the
aggregate principal balance allocated to the Class B Certificates was
$7,100,947.94.
Item 3 Legal Proceedings
The Registrant knows of no material pending legal proceedings involving
either the Receivables or the Trustee, any custodian, the Seller or the
Servicer in respect of the Trust.
Item 4 Submission of Matters to a Vote of Security Holders
None
2
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PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters
(a) To the best knowledge of the Registrant, there is no established
public market for the Certificates.
(b) As of March 15, 1997, there was one certificateholder of record in
respect of each of the Class A and Class B Certificates.
Item 9 Changes in and Disagreement with Accountants on
Accounting and Financial Disclosure
None
PART III
Item 12 Security Ownership of Certain Beneficial Owners and
Management
(a) To the best knowledge of the Registrant, no person is a beneficial
owner, as such term is defined in Rule 13d-3 under the Securities and Exchange
Act of 1934 ("Rule 13d-3"), of more than 5% of the Class A Certificates. As
of March 15, 1997, CEDE & Co. held one certificate representing the total
aggregate principal amount of the Class A Certificates. The Registrant
understands that CEDE & Co. is the nominee for the Depository Trust Company
("DTC"). The Registrant is advised that it is the position of the staff of
the Securities and Exchange Commission that neither DTC or CEDE & Co. are
deemed "beneficial owners" as defined in Rule 13d-3. The Registrant further
understands that DTC has no actual knowledge of the actual owners of the
securities held of record by CEDE & Co.
The Class B Certificates are owned beneficially entirely by the Seller
and the Seller is the sole owner of record of the Class B Certificate.
(b) Not applicable.
(c) Not applicable.
Item 13 Certain Relationships and Related Transactions
None
3
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PART IV
Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a) Exhibits
28(a) - Annual Payment Summary
28(b) - Statement of Annual Compliance delivered
pursuant to Section 13.10 of the Pooling
and Servicing Agreement
28(c) - Report of Independent Certified Public
Accountant Report delivered pursuant to
Section 13.11 of the Pooling and
Servicing Agreement.
(b) Reports on Form 8-K:
Current reports on Form 8-K are filed on or about the
Distribution Date each month (typically the 15th of the
month). The reports include as exhibits, the MONTHLY
INVESTOR CERTIFICATEHOLDERS' STATEMENTS.
Current Reports on Form 8-K were filed on January 15,
1996, February 15, 1996, March 15, 1996, April 15,
1996, May 15, 1996, June 17, 1996, July 15, 1996,
August 15, 1996, September 16, 1996, October 15, 1996,
November 15, 1996 and December 16, 1996.
4
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SIGNATURES
Pursuant to the requirements of Section 13 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.
SCFC Recreational Vehicle Loan Trust 1991-1
(Registrant)
By: SCFC Receivables Financing Corporation
(Seller)
Dated: March 28, 1997 By: /S/ Birendra Kumar
--------------------------------------
Birendra Kumar
Vice President and Treasurer
Supplemental Information to be Furnished with Reports filed Pursuant to
Section 15(d) of the Act by Registrants which have not Registered Securities
Pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other proxy
soliciting material has been sent to certificateholders, and the Registrant
does not presently contemplate sending any such materials subsequent to the
filing of this report.
5
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EXHIBIT INDEX
Exhibit No.
28(a) Annual Payments Summary
28(b) Statement of Annual Compliance delivered pursuant to
Section 13.10 of the Pooling and Servicing Agreement.
28(c) Report of Independent Certified Public Accountants
delivered pursuant to Section 13.11 of the Pooling
and Servicing Agreement.
6
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Exhibit 28(a)
SCFC RECREATIONAL VEHICLE LOAN TRUST 1991-1
7.25% Recreational Vehicle Loan Pass-Through Certificates
==============================================================
Distribution and Performance
Annual Aggregate Report - 1996
Under the Pooling and Servicing Agreement dated as of September 1,
1991 by and among NOVUS Credit Services, Inc. (formerly known as Sears
Consumer Financial Corporation), SCFC Receivables Financing Corporation and
First Bank National Association (successor in interest to Continental Bank,
National Association) as Trustee, the Trustee is required to prepare certain
information each month regarding current distributions to Certificateholders
and the performance of the Trust during the calandar year 1996. The
information which is required to be prepared with respect to the Distribution
Date and Collection Period listed above is set forth below. Certain of the
information is presented on the basis of an original principal amount of
$1,000 per Class A Certificate and certain other information is presented
based upon the aggregate amounts for the Trust as a whole.
<TABLE>
<S> <C>
A. Information Regarding the Current Annual Distribution.
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1. Class A Certificates.
---------------------
(a) The aggregate amount of the distribution
to Class A Certificateholders on the Dis-
tribution Date set forth above. $23,102,912.99
(b) The amount of the distribution set forth in
paragraph (a) above in respect of interest. $4,469,035.63
(c) The amount of the distribution set forth in
paragraph (a) above in respect of principal. $18,633,877.36
(d) The amount of the distribution set forth in
paragraph (a) above, per $1,000 interest. $85.63
(e) The amount of the distribution set forth in
paragraph (b) above, per $1,000 interest. $16.57
(f) The amount of the distribution set forth in
paragraph (c) above, per $1,000 interest. $69.07
7
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2. Class B Certificates.
---------------------
(a) The aggregate amount of the distribution
to Class B Certificateholders on the Dis-
tribution Date set forth above. $2,791,297.16
(b) The amount of the distribution set forth in
paragraph (a) above in respect of interest. $520,494.87
(c) The amount of the distribution set forth in
paragraph (a) above in respect of principal. $2,270,802.29
B. Information Regarding the Performance of the Trust.
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1. Pool Balance and Certificate Balances.
--------------------------------------
(a) The aggregate Principal Balance of the
receivables at the end of the Record
Date. $59,174,566.21
(b) The aggregate outstanding principal amount
of the Class A Certificates as of the end of
the Record Date set forth above, after
giving effect to payments allocated to prin-
cipal in paragraph A.1.(c) above. $52,073618.27
(c) The aggregate outstanding principal amount
of the Class B Certificates as of the end of
the Record Date set forth above, after
giving effect to payments allocated to prin-
cipal in paragraph A.2.(c) above. $7,100,947.94
(d) The Pool Factor at the end of the Record
Date set forth above. 0.1930186
2. Servicing Fee.
--------------
(a) The aggregate amount of the Servicing Fee
paid to the Servicer with respect to the Col-
lection Period set forth above. $700,475.80
(b) The portion of the payment set forth in para-
graph (a) above attributable to the Class A
Certificates. $616,418.71
(c) The amount of the payment set forth in para-
graph (b) above, per $1,000 interest. $2.28
(d) The amount of the payment set forth in para-
graph (a) above attributable to the Class B
Certificates. $84,057.09
8
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3. Payment Shortfalls.
-------------------
(a) The amount of the Class A Carryover Short-
fall after giving effect to the payments set
forth in paragraph A.1.(a) above. $0.00
(b) The change in the amount of the Class A Carry-
over Shortfall set forth in paragraph (a) above
from such amount as of the end of the prior
Collection Period. $0.00
(c) The amount of the Class A Carryover Short-
fall set forth in paragraph (a) above allocated
to interest. $0.00
(d) The amount of the Class A Carryover Short-
fall set forth in paragraph (a) above allocated
to principal. $0.00
(e) The amount of the Servicer Shortfall after
giving effect to the payment set forth in
paragraph B.2.(a) set forth above. $0.00
(f) The change in the amount of the Servicer Short-
fall set forth in paragraph (e) above from such
amount as of the end of the prior Collection
Period. $0.00
(g) The amount of the Class B Shortfall after
giving effect to the payments set forth in
paragraph A.2.(a) above. $429,346.80
(h) The change in the amount of the Class B Short-
fall set forth in paragraph (g) above from such
amount as of the end of the prior Collection
Period. $359,107.07
(i) The amount of the Class B Shortfall set forth
in paragraph (g) above allocated to interest. $88,919.08
(j) The amount of the Class B Shortfall set forth
in paragraph (g) above allocated to principal. $340,427.72
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4. Reserve Funds.
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(a) The balance of the Seller Reserve Fund on the
Distribution Date set forth above after
giving effect to the deposits and withdrawals
made therefrom on such Distribution Date. $1,918,615.80
(b) The change in the balance of the Seller Reserve
Fund set forth in paragraph (a) above from such
balance as of the end of the prior Distribution
Date. $418,615.80
(c) The balance of the Subordination Reserve Fund
on the Distribution Date set forth above
after giving effect to the deposits and with-
drawals made therefrom on such Distribution
Date. $4,990,327.70
(d) The change in the balance of the Subordination
Reserve Fund set forth in paragraph (c) above
from such balance as of the end of the prior
Distribution Date. $52,264.70
5. Payahead Account.
----------------
(a) The aggregate Payahead Balance at the end of
the Distribution Date set forth above. $281,017.75
(b) The change in the Payahead Balance from the
prior Distribution Date. ($60,940.16)
6. Delinquencies and Charge-Offs.
-----------------------------
(a) The aggregate principal amount of all
Receivables which were delinquent 30 days to
60 days as of the last day of the Collection
Period set forth above $1,656,524.25
(b) The aggregate principal amount of all
Receivables which were delinquent 60 days or
more as of the last day of such Collection
Period $1,107,867.57
(c) The aggregate principal amount of all
Receivables which became Defaulted Receiv-
ables during such Collection Period $2,559,892.26
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(d) The number of Receivables which became
Defaulted Receivables during such Collection
Period 129
(e) The number of Receivables in the pool at the
end of such Collection Period after
giving effect to any repurchases by the
Seller or purchases by the Servicer 3,364
(f) The number of Receivables in the pool at the
end of such Collection Period as to which
the related vehicles have been repossessed
but not yet sold 21
(g) The aggregate amount of Liquidation Proceeds
collected during such Collection Period $1,399,875.17
</TABLE>
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NOVUS FINANCIAL EXHIBIT 28(b)
a Dean Witter, Discover Company
NOVUS CREDIT SERVICES INC.
Officer's Certificate - R.V. Loan Trust 1991-1
Pursuant to Section 13.10 of the Pooling and Servicing Agreement dated as
of September 1, 1991 (the "Pooling and Servicing Agreement") among SCFC
Receivables Financing Corporation, as seller, NOVUS Credit Services Inc., as
servicer (referred to herein in such capacity as the "Servicer"), and First
Bank National Association, as trustee, the undersigned, hereby states that:
(1) A review of the activities of the Servicer and of its performance
under the Pooling and Servicing Agreement during the twelve month period
terminating on the date of this Certificate, has been made under my
supervision; and
(2) To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement throughout such period.
NOVUS CREDIT SERVICES INC.
By: /s/ J. A. Potter
------------------------------
J. A. Potter
Title: Senior Vice President
Dated as of December 31, 1996
By: /s/ Ronald F. Tegler
------------------------------
Ronald F. Tegler
Title: Vice President, Controller
Dated as of December 31, 1996
NOVUS Financial Corporation and Affiliated Companies
2500 Lake-Cook Road, 3 West, Riverwoods, Illinois 60015
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Deloitte & Touche LLP EXHIBIT 28(c)
Two Prudential Plaza Telephone: (312)946-3000
180 North Stetson Avenue Facsimile: (312)946-2600
Chicago, Illinois 60601-6779
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholder
NOVUS Credit Services Inc. and Subsidiaries
Riverwoods, Illinois
First Bank National Association
Trustee
Chicago, Illinois
Re: Uniform Single Attestation Program for Mortgage Bankers
We have examined management's assertion about the compliance of NOVUS Credit
Services Inc. and subsidiaries (the "Company") with the minimum servicing
standards identified in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers (USAP) for the SCFC
Recreational Vehicle Loan Trust 1991-1 as of and for the year ended December
31, 1996, included in the accompanying management assertion. Management is
responsible for the Company's compliance with those minimum servicing
standards. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide
a legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 1996, is fairly stated in all material respects.
/s/ Deloitte & Touche LLP
- ---------------------------------
Deloitte & Touche LLP
February 21, 1997
Deloitte & Touche
Tohmatsu
International
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NOVUS FINANCIAL
a Dean Witter, Discover Company
February 21, 1997
As of and for the year ended December 31, 1996, NOVUS Credit Services Inc. and
subsidiaries (the "Company") has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") for
SCFC Recreational Vehicle Loan Trust 1991-1, to the extent the procedures set
forth in the USAP are applicable to the servicing obligations set forth in the
Pooling and Servicing Agreement dated September 1, 1991. As of and for this
same period, Dean Witter, Discover & Co., the Company's parent, had in effect
a fidelity bond in the amount of $100 million and an errors and omissions
policy in the amount of $5 million under which the Company was covered.
/s/ Nancy S. Donovan
- -----------------------------------
Nancy S. Donovan, President
/s/ Ronald F. Tegler
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Ronald F. Tegler, Vice President and Controller
NOVUS Financial Corporation and Affiliated Companies
2500 Lake-Cook Road, 3 West, Riverwoods, Illinois 60015
14
