UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER
30, 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
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(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 .
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, September 30, 1994.
2. Statement of Distributable Income for the period January
25, 1994 (inception) through September 30, 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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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
Financing Revolving
Trust I Notes $850.3
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.
- 3 -
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 September 30, 1994.
27. Financial Data Schedule (for SEC electronic filing
information only).
(b) Reports on Form 8-K:
No current reports on Form 8-K have been filed by the
abovementioned Trust during the quarter ended September 30,
1994.
______________________________
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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 Migliore
-----------------------------
Vice President and Trust Officer
Date: November 14, 1994
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- 5 -
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
20.1 Superior Wholesale Inventory Financing Trust I
Financial Statements for the period January 25,
1994 (inception) through September 30, 1994.
Exhibit 20.1
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
September 30,
1994
-------------
ASSETS
Receivables (Note 2) . . . . . . . . . . . . . $ 1,890.6
-------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . $ 1,890.6
=============
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes . . . . . . . . . . . $ 1,250.0
Asset-Backed Revolving Note . . . . . . . . . 508.6
-------------
TOTAL LIABILITIES . . . . . . . . . . . . . . 1,758.6
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) . . 132.0
-------------
TOTAL LIABILITIES AND EQUITY . . . . . . . . . $ 1,890.6
=============
Reference should be made to the Notes to Financial Statements.
Exhibit 20.1
Page 2 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF DISTRIBUTABLE INCOME
(in millions of dollars)
January 25, 1994
Third Quarter (inception) through
1994 September 30, 1994
------------- --------------------
Distributable Income
Allocable to Interest . . . . . $ 25.1 $ 59.1
------- -------
Distributable Income . . . . . . $ 25.1 $ 59.1
======= =======
Income Distributed . . . . . . . $ 25.1 $ 59.1
======= =======
Reference should be made to the Notes to Financial Statements.
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 principal 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").
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 3.841% per annum from January 25 through June 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 3.866% per annum from January 25 through May 31, 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 4.141% per annum from January 25 through June 14,
1994. The final scheduled distribution date for the Certificates is
January 15, 1999.
Exhibit 20.1
Page 4 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
NOTES TO FINANCIAL STATEMENTS (concluded)
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.
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<ARTICLE> 9
<LEGEND>
This schedule contains summary financial informtion extracted from the Superior
Wholesale Inventory Financing Trust I Form 10-Q for the period ending September
30, 1994 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
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