UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED MARCH 31, 1994, OR
TRANSACTION REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSACTION
PERIOD FROM ________ TO ________.
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I 33-50323
- ---------------------------------------------- ------------
(Exact name of registrant as Commission
specified in its charter) file number
A Delaware Business Trust 51-6189382
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Citibank Delaware
One Penn's Way
Newcastle, Delaware 19720
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number,
including area code (302) 323-3973
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Securities registered pursuant to Section 12 (b) of the Act:
(None). Section 12 (g) of the Act: (None).
Indicate by check mark whether each of the registrants
(1) has filed all reports required to be filed by Section 13
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>2
This quarterly report, filed pursuant to Rule 13a-13 of
the General Rules and Regulations under the Securities
Exchange Act of 1934, consists of the following information as
specified in Form 10-Q:
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
1. Statement of Assets and Liabilities, March 31,
1994.
2. Statement of Distributable Income for the
period January 25, 1994 (inception) through
March 31, 1994.
3. Notes to Financial Statements.
The above described Financial Statements for the
registrant is submitted herewith as Exhibit 20.1.
In the opinion of management, the interim financial
statements reflect all adjustments, consisting of normal
recurring items, which are necessary for a fair presentation
of the results for the interim periods presented.
______________________________
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<PAGE>3
PART II
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The Trust was formed pursuant to a trust agreement
between Wholesale Auto Receivables Corporation (the "Seller")
and Citibank Delaware, as Owner Trustee, and issued the
following floating rate Asset-Backed Notes and Certificates.
The Trust acquired certain eligible wholesale finance
receivables from the Seller in the aggregate amount as shown
below in exchange for asset-backed notes and asset-backed
certificates representing undivided interests in the Trust.
The Trust property includes a pool of wholesale receivables
generated in a portfolio of revolving financing arrangements
with dealers to finance inventories of new and used
automobiles and light trucks and collections thereon and
certain other property.
Wholesale
Date of Finance
Sale and Initial Asset-
Servicing Sale Backed Asset-Backed
Trust Agreement Amount Notes Certificates
- -------- ---------- ---------- ------------ ------------
(Millions) (Millions)
Superior January 25, $2,232.3 Term $132.0
Wholesale 1994 Notes $1,250.0
Inventory Revolving
Financing Note $850.3
Trust I
General Motors Acceptance Corporation, the originator of
the wholesale receivables, continues to service the
receivables for the aforementioned Trust and receives
compensation and fees for such services. Investors receive
monthly payments of interest for each type of notes and
certificates at a floating monthly interest rate.
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<PAGE>4
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND OTHER REPORTS ON FORM 8-K
(a) Exhibits:
20.1 Superior Wholesale Inventory Financing Trust I
Financial Statements for the period January 25,
1994 (inception) through March 31, 1994.
(b) Reports on Form 8-K:
A current report on Form 8-K dated February 4, 1994,
reporting matters under Item 7, Financial Statements
and Exhibits, was filed during the quarter ended
March 31, 1994.
______________________________
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<PAGE>5
SIGNATURE
Pursuant to the requirements of Section 13 of the
Securities Exchange Act of 1934, the Owner Trustee has duly
caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
by: Citibank Delaware
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(Owner Trustee, not in
its individual capacity
but solely as Owner
Trustee on behalf of
the Issuer.)
s\ Michael Migliori
-----------------------------
Vice President
Senior Trust Officer
Date: May 13, 1994
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<PAGE>6
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
20.1 Superior Wholesale Inventory Financing Trust I
Financial Statements for the period January 25,
1994 (inception) through March 31, 1994.
<PAGE>7
Exhibit 20.1
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
March 31,
1994
---------
ASSETS
Receivables (Note 2) . . . . . . . . . . . . . $ 2,384.1
----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . $ 2,384.1
==========
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes . . . . . . . . . . . $ 1,250.0
Asset-Backed Revolving Note . . . . . . . . . 1,002.1
----------
TOTAL LIABILITIES . . . . . . . . . . . . . . 2,252.1
EQUITY
Asset-Backed Certificates . . . . . . . . . . 132.0
----------
TOTAL LIABILITIES AND EQUITY . . . . . . . . . $ 2,384.1
==========
Reference should be made to the Notes to Financial Statements.
<PAGE>8
Exhibit 20.1
Page 2 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF DISTRIBUTABLE INCOME
(in millions of dollars)
January 25, 1994
(inception) through
March 31, 1994
-------------------
Distributable Income
Allocable to Interest . . . . . . $ 9.6
------
Distributable Income . . . . . . . $ 9.6
======
Income Distributed . . . . . . . . . $ 9.6
======
Reference should be made to the Notes to Financial Statements.
<PAGE>9
Exhibit 20.1
Page 3 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Superior Wholesale Inventory
Financing Trust I (the "Trust") are prepared on the basis of
cash receipts and cash disbursements. Such financial
statements differ from financial statements prepared in
accordance with generally accepted accounting principles in
that interest income and the related assets are recognized
when received rather than when earned and distributions to
noteholders and certificateholders are recognized when paid
rather than when the respective obligation is incurred.
Certain expenses of the Trust are paid by Wholesale Auto
Receivables Corporation (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On January 25, 1994, Superior Wholesale Inventory
Financing Trust I acquired the Seller's right, title and
interest in wholesale finance receivables totaling
approximately $2,232.3 million from the Seller in exchange for
two types of Asset-Backed Notes representing indebtedness of
the Trust of $1,250.0 million Floating Rate Term Notes, $850.3
million Floating Rate Revolving Note and $132.0 million Asset-
Backed Certificates representing equity interests in the
Trust. The Trust property includes certain Eligible
Receivables in Accounts included in a Pool of Accounts,
certain Receivables generated under each such Account from
time to time secured by new and used automobiles and light
trucks, certain monies due or received thereunder, an interest
rate swap and certain other property.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
In the ordinary course, no principal payments will be
made on the Term Notes until the commencement of the Wind Down
Period (January 1997). During the Revolving Period, the Trust
will make payments of principal on, or additional borrowings
(up to the Maximum Revolver Balance) under, the Revolving Note
on a daily basis.
The then-unpaid principal balance of the Term Notes will
be payable on January 15, 1999. The then-unpaid principal
balance of the Revolving Note will be payable on January 15,
1999. The then-unpaid prinicpal balance of the Certificates
will be payable on January 15, 1999.
Payments of interest on the existing Notes and
Certificates are made on the fifteenth day of each month or,
if any such day is not a Business Day, on the next succeeding
Business Day, (each, a "Distribution Date"), commencing
February 15, 1994 (the "Initial Distribution Date").
<PAGE>10
Exhibit 20.1
Page 4 of 4
The Term Notes interest rate equals LIBOR plus 0.15% per
annum for each Distribution Date. Interest on the Term Notes
will accrue from, and including, the most recent Distribution
Date to, but excluding, the current Distribution Date. The
Term Noteholders received interest at a weighted average rate
of 3.418% per annum from January 25 through March 14, 1994.
The Revolving Note interest rate equals LIBOR plus 0.30%
per annum for each Distribution Date. Interest on the
Revolving Note accrues for the Collection Period (calendar
month) immediately preceding each Distribution Date. The
Revolving Noteholder received interest at a weighted average
rate of 3.425% per annum from January 25 through February 28,
1994.
The Certificates interest rate equals LIBOR plus 0.45%
per annum for each Distribution Date. Interest on the
Certificates accrues from, and including, the most recent
Distribution Date to, but excluding, the current Distribution
Date. The Certificate Noteholders received interest at a
weighted average rate of 3.718% per annum from January 25
through March 14, 1994. The final scheduled distribution date
for the Certificates is January 15, 1999.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a partnership, and therefore
is not taxable as a corporation for federal income tax
purposes. Each Noteholder and Certificateholder, by
acceptance of a Note or Certificate, agrees to treat the Note
as indebtedness and the Certificate as an equity interest in
the Trust for federal, state and local income and franchise
tax purposes.
