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, 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 33-50323-01
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II 33-50323-02
----------------------------------------------- -------------
(Exact name of registrant as Commission
specified in its charter) file number
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
A Delaware Business Trust 51-6189382
------------------------------- -------------------
(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
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number,
including area code (302) 323-3973
--------------
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
A Delaware Business Trust 51-0368463
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o The Chase Manhattan Bank (USA)
802 Delaware Avenue
Wilmington, Delaware 19801
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number,
including area code (302) 575-5022
--------------
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, September 30, 1995,
December 31, 1994 and September 30, 1994.
2. Statement of Distributable Income for the Nine Months ended
September 30, 1995 and 1994.
3. Notes to Financial Statements.
The above described Financial Statements for the registrants are submitted
herewith as Exhibits 20.1 and 20.2.
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 Trusts were formed pursuant to individual trust agreements between
Wholesale Auto Receivables Corporation (the "Seller") and Citibank Delaware,
as Owner Trustee for Superior Wholesale Inventory Financing Trust I and The
Chase Manhattan Bank (USA), as Owner Trustee for Superior Wholesale
Inventory Financing Trust II. Each Trust has issued the following floating
rate Asset-Backed Notes and Certificates, and acquired certain eligible
wholesale finance receivables from the Seller in the aggregate amounts as
shown below in exchange for Asset-Backed Notes and Asset-Backed Certificates
representing undivided interests in each of the respective Trusts. Each
Trust's 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
Servicing Sale Asset-Backed Asset-Backed
Trust Agreement Amount Notes Certificates
- -------- ---------- ---------- ------------ ------------
(millions) (millions) (millions)
Superior January 25, 1994 $2,232.3 Term Notes $1,250.0 $132.0
Wholesale
Inventory Revolving
Financing Notes $ 850.3
Trust I
Superior August 22, 1995 $1,889.5 Term Notes $1,000.0 $72.8
Wholesale
Inventory Revolving $ 816.7
Financing Notes
Trust II
General Motors Acceptance Corporation, the originator of the wholesale
receivables, continues to service the receivables for each of the
aforementioned Trusts 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 Nine Months Ended September 30, 1995
and the period January 25, 1994 (inception) through
September 30, 1994.
20.2 Superior Wholesale Inventory Financing Trust II Financial
Statements for the period August 22, 1995 (inception)
through September 30, 1995.
(b) Reports on Form 8-K:
A current report on Form 8-K dated August 22, 1995,
reporting matters under Item 7, Financial Statements and
Exhibits, was filed on September 6, 1995 for Superior
Wholesale Inventory Financing Trust II.
______________________________
- 4 -
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, each of the Owner Trustees 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
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
by: The Chase Manhattan Bank (USA)
----------------------------------
(Owner Trustee, not in
its individual capacity
but solely as Owner
Trustee on behalf of
the Issuer.)
s\ John Mack
-----------------------------
Second Vice President
Date: November 13, 1995
-----------------
- 5 -
Exhibit 20.1
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
Sept. 30, Dec. 31, Sept. 30,
1995 1994 1994
-------- -------- --------
(in millions of dollars)
ASSETS
Receivables (Note 2) .................... $2,376.4 $2,578.0 $1,890.6
-------- -------- --------
TOTAL ASSETS ............................ $2,376.4 $2,578.0 $1,890.6
======== ======== ========
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes ................. $1,250.0 $1,250.0 $1,250.0
Asset-Backed Revolving Notes ............ 994.4 1,196.0 508.6
-------- -------- --------
TOTAL LIABILITIES ....................... 2,244.4 2,446.0 1,758.6
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) 132.0 132.0 132.0
-------- -------- --------
TOTAL LIABILITIES AND EQUITY ............ $2,376.4 $2,578.0 $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
Period Ended Sept. 30
Third Quarter Nine Months
---------------- ----------------
1995 1994 1995 1994 *
---- ---- ---- ----
(in millions of dollars)
Distributable Income
Allocable to Interest ..... $ 40.0 $ 25.1 $121.0 $ 59.1
------ ------ ------ ------
Distributable Income ........ $ 40.0 $ 25.1 $121.0 $ 59.1
====== ====== ====== ======
Income Distributed .......... $ 40.0 $ 25.1 $121.0 $ 59.1
====== ====== ====== ======
* Represents the period January 25, 1994 (inception) through September 30,
1994.
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 of business, 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 15 basis points 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 5.255% per annum from January 25, 1994 through September 14,
1995.
Exhibit 20.1
Page 4 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
NOTES TO FINANCIAL STATEMENTS (concluded)
The Revolving Notes interest rate equals LIBOR plus 30 basis points 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 5.520% per annum from January 25, 1994 through
August 31, 1995.
The Certificates interest rate equals LIBOR plus 45 basis points 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 5.555% per annum from January 25, 1994 through
September 14, 1995. 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.
Exhibit 20.2
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
September 30, 1995
-----------------------
(in millions of dollars)
ASSETS
Receivables (Note 2) ................ $1,914.9
--------
TOTAL ASSETS ........................ $1,914.9
========
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes ............. $1,000.0
Asset-Backed Revolving Notes ........ 842.1
--------
TOTAL LIABILITIES ................... 1,842.1
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) 72.8
--------
TOTAL LIABILITIES AND EQUITY ........ $1,914.9
========
Reference should be made to the Notes to Financial Statements.
Exhibit 20.2
Page 2 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
STATEMENT OF DISTRIBUTABLE INCOME
August 22, 1995
(inception) through
September 30, 1995
----------------------
(in millions of dollars)
Distributable Income
Allocable to Interest ..... $ 5.7
-----
Distributable Income ........ $ 5.7
=====
Income Distributed .......... $ 5.7
=====
Reference should be made to the Notes to Financial Statements.
Exhibit 20.2
Page 3 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Superior Wholesale Inventory Financing Trust II
(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 August 22, 1995, the Trust acquired the Seller's right, title and
interest in wholesale finance receivables totaling approximately $1,889.5
million from the Seller in exchange for two types of Asset-Backed Notes
representing indebtedness of the Trust of $1,000.0 million Floating Rate
Term Notes, $816.7 million Floating Rate Revolving Notes and $72.8 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 of business, no principal payments will be made on
the Term Notes until the commencement of the Wind Down Period. 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 August 15, 2000.
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
September 15, 1995 (the "Initial Distribution Date").
The Term Notes interest rate equals LIBOR plus 13 basis points 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 6.013% per annum from August 22, 1995 through September 15,
1995.
Exhibit 20.2
Page 4 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST II
NOTES TO FINANCIAL STATEMENTS (concluded)
The Revolving Notes interest rate equals LIBOR plus 28 basis points 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 6.163% per annum from August 22, 1995 through
August 31, 1995.
The Certificates interest rate equals LIBOR plus 30 basis points 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 6.183% per annum from August 22, 1995 through
September 15, 1995. The final scheduled distribution date for the
Certificates is August 15, 2000.
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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This Financial Data Schedule contains summary information from the Wholesale
Auto Receivables Corporation Superior Wholesale Inventory Financing Trust
(SWIFT) I Form 10-Q for the period ending September 30, 1995
and is qualified in its entirety by reference to such financial statements.
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<TABLE> <S> <C>
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<LEGEND>
This Financial Data Schedule contains summary information from the Wholesale
Auto Receivables Corporation Superior Wholesale Inventory Financing Trust
(SWIFT) II Form 10-Q for the period ending September 30, 1995
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
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