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 MARCH 31, 1995, 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, Liabilities and Equity, March 31, 1995,
December 31, 1994 and March 31, 1994.
2. Statement of Distributable Income for the Three Months Ended March
31, 1995 and 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.
______________________________
- 2 -
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) (millions)
Superior January 25, Term
Wholesale 1994 $2,232.3 Notes $1,250.0 $132.0
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 note and certificate 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 Three Months Ended March 31, 1995 and
the period January 25, 1994 (inception) through March 31,
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 March 31, 1995.
______________________________
- 4 -
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
-----------------------------
(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: May 12, 1995
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- 5 -
Exhibit 20.1
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
Mar. 31, Dec. 31, Mar. 31,
1995 1994 1994
-------- -------- --------
(in millions of dollars)
ASSETS
Receivables (Note 2) .................... $2,632.0 $2,578.0 $2,384.1
-------- -------- --------
TOTAL ASSETS ............................ $2,632.0 $2,578.0 $2,384.1
======== ======== ========
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes ................. $1,250.0 $1,250.0 $1,250.0
Asset-Backed Revolving Notes ............ 1,250.0 1,196.0 1,002.1
-------- -------- --------
TOTAL LIABILITIES ....................... 2,500.0 2,446.0 2,252.1
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) 132.0 132.0 132.0
-------- -------- --------
TOTAL LIABILITIES AND EQUITY ............ $2,632.0 $2,578.0 $2,384.1
======== ======== ========
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
January 25, 1994
Three Months Ended (inception) through
March 31, 1995 March 31, 1994
------------------ --------------------
(in millions of dollars)
Distributable Income
Allocable to Interest . . . . . $ 38.3 $ 9.6
------- -------
Distributable Income . . . . . . $ 38.3 $ 9.6
======= =======
Income Distributed . . . . . . . $ 38.3 $ 9.6
======= =======
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, the Trust 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 Notes 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 Accounts 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 Notes on
a daily basis.
The then-unpaid principal balance of the Term Notes, Revolving Notes, and
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 4.847% per annum from January 25, 1994 through March 14, 1995.
The Revolving Notes interest rate equals LIBOR plus 0.30% per annum for each
Distribution Date. Interest on the Revolving Notes accrue for the Collection
Period (calendar month) immediately preceding each Distribution Date. The
Revolving Noteholders received interest at a weighted average rate of 4.964%
per annum from January 25, 1994 through February 28, 1995.
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 5.147% per annum from January 25, 1994 through March 14, 1995. 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.
WHOLESALE AUTO RECEIVABLES CORPORATION
3044 W. Grand Boulevard
Detroit, MI 48202
May 12, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Attn: Filing Desk
Stop 1-4
Washington, D.C. 20549-1004
Gentlemen:
Enclosed is an electronic data transmission under EDGAR for the following
Superior Wholesale Inventory Financing Trust I on Form 10-Q for the quarterly
period ended March 31, 1995.
TRUST CIK NO.
----- ------
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I 894358
Very truly yours,
s\ Gerald E. Gross
---------------------------
Gerald E. Gross,
Comptroller
Registrant's Telephone Number
313-556-1240
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<LEGEND>
This Financial Data Schedule contains summary information from the Superior
Wholesale Inventory Financing Trust I Form 10-Q for the period ending
March 31, 1995 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
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