<PAGE>1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE YEAR ENDED DECEMBER 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
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(Exact name of registrant as Commission
specified in its charter) file number
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
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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
PART I
ITEM 1. BUSINESS
Superior Wholesale Inventory Financing Trust I (the "Trust"), or the
"Issuer") was formed pursuant to a Trust Agreement, dated as of January 25,
1994, between Wholesale Auto Receivables Corporation (WARCO) and Citibank
Delaware, as Owner Trustee. On January 25, 1994, the Trust issued Floating
Rate Asset-Backed Certificates, Class A with an aggregate initial
certificate balance of $132,000,000. On January 25, 1994, the Trust also
issued Floating Rate Asset-Backed Term Notes, Series 1994-A in the
aggregate principal amount of $1,250,000,000 and Floating Rate Asset-Backed
Revolving Notes, Series 1994-RN1 with a specified maximum balance of
$1,250,000,000 pursuant to an Indenture, as of January 25, 1994, between
the Issuer and The Bank of New York, as Indenture Trustee.
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
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___________________________
<PAGE>3
PART II
ITEM 7. 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 (WARCO) (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 automobiles and light
trucks and collections thereon and certain other property.
Date of
Sale and Asset-
Servicing Backed Asset-Backed
Trust Agreement Notes Certificates
-------- ---------- ---------- ------------
(Millions) (Millions)
Superior January 25, Term $132.0
Wholesale 1994 Notes $1,250.0
Inventory
Financing Revolving
Trust I Notes $850.3
General Motors Acceptance Corporation (GMAC), 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.
II-1
<PAGE>4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CROSS REFERENCE SHEET
Exhibit No. Caption Page
----------- ----------------------------------------------- ------
-- Superior Wholesale Inventory Financing Trust I,
Independent Auditors' Report, Financial Statements II-3
and Selected Quarterly Data for the period from
January 25, 1994 (inception) through December 31, 1994.
27 Financial Data Schedule for Superior Wholesale
Inventory Financing Trust I (for SEC electronic --
filing purposes only).
II-2
<PAGE>5
INDEPENDENT AUDITORS' REPORT
March 10, 1995
The Superior Wholesale Inventory Financing Trust I, its Noteholders and
Certificateholders, Wholesale Auto Receivables Corporation, Citibank
Delaware, Owner Trustee, and The Bank of New York, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and
Equity of the Superior Wholesale Inventory Financing Trust I as of December
31, 1994, and the related Statement of Distributable Income for the period
January 25, 1994 (inception) through December 31, 1994. These financial
statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial
statements are prepared on the basis of cash receipts and disbursements,
which is a comprehensive basis of accounting other than generally accepted
accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity of the Superior Wholesale
Inventory Financing Trust I at December 31, 1994, and its distributable
income and distributions for the period January 25, 1994 (inception)
through December 31, 1994, on the basis of accounting described in Note 1.
s\ DELOITTE & TOUCHE LLP
------------------------
DELOITTE & TOUCHE LLP
600 Renaissance Center
Detroit, Michigan 48243
II-3
<PAGE>6
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
December 31,
1994
-------------
$
ASSETS
Receivables (Note 2) . . . . . . . . . . . . . 2,578.0
-------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . 2,578.0
=============
LIABILITIES (NOTES 2 and 3)
Asset-Backed Term Notes . . . . . . . . . . . 1,250.0
Asset-Backed Revolving Notes . . . . . . . . . 1,196.0
-------------
TOTAL LIABILITIES . . . . . . . . . . . . . . 2,446.0
EQUITY
Asset-Backed Certificates (NOTES 2 and 3) . . 132.0
-------------
TOTAL LIABILITIES AND EQUITY . . . . . . . . . 2,578.0
=============
Reference should be made to the Notes to Financial Statements.
II-4
<PAGE>7
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I (continued)
STATEMENT OF DISTRIBUTABLE INCOME
For the period January 25, 1994 (inception) through December 31, 1994
(in millions of dollars)
1994
-------------
$
Distributable Income
Allocable to Interest . . . . . . . . . . 85.0
-------
Distributable Income . . . . . . . . . . . 85.0
=======
Income Distributed . . . . . . . . . . . . 85.0
=======
Reference should be made to the Notes to Financial Statements.
II-5
<PAGE>8
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I (continued)
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
Account from time to time secured by 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 will be payable on
January 15, 1999. The then-unpaid principal balance of the Revolving Notes
will be payable on January 15, 1999. The then-unpaid balance of the
Certificates will be distributable 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 4.472% per annum from January 25 through December 14, 1994.
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 4.417% per annum from January 25 through November 30, 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 Certificateholders received interest at a weighted
average rate of 4.772% per annum from January 25 through
December 14, 1994. The final scheduled distribution date for the
Certificates is January 15, 1999.
II-6
<PAGE>9
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I (continued)
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 4. DERIVATIVE FINANCIAL INSTRUMENT AND RISK MANAGEMENT
The Trust is a party to an interest rate basis swap to manage exposure to
interest rate fluctuations for rates paid on Asset-Backed Notes and Asset-
Backed Certificates. The interest rate basis swap agreement is a
contractual agreement between the Trust and GMAC to exchange floating
interest rate payments.
Credit risk of the instrument is limited to payments due from the
counterparty. If the counterparty had defaulted, the potential benefit to
the Trust, if the positions were replaced at market rates in effect at
December 31, 1994, would have been $12.1 million. Market risk is mitigated
because the derivative is used to hedge a portfolio of underlying debt
obligations.
The notional amount of the interest rate basis swap approximates the
outstanding balance in the Asset-Backed Notes and Asset-Backed Certificates.
NOTE 5. 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.
II-7<PAGE>
<PAGE>10
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST I (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1994 Quarters Interest
------------------------------------ --------
$
First quarter ...................... 9.6
Second quarter ..................... 24.4
Third quarter ...................... 25.1
Fourth quarter ..................... 25.9
---------
Total ......................... 85.0
=========
II-8
<PAGE>11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) FINANCIAL STATEMENTS.
Included in Part II, Item 8, of Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES.
All schedules have been omitted because they are not applicable
or because the information called for is shown in the financial
statements or notes thereto.
(a) (3) EXHIBITS (Included in Part II of this report).
-- Superior Wholesale Inventory Financing Trust I Financial
Statements for the period January 25, 1994 (inception)
through December 31, 1994.
27.1 Financial Data Schedule for Superior Wholesale Inventory
Financing Trust I (for SEC electronic filing purposes only).
(b) REPORTS ON FORM 8-K.
No current reports on Form 8-K have been filed by the
above-mentioned Trust during the fourth quarter
ended December 31, 1994.
ITEMS 2, 3, 4, 5, 6, 9, 10, 11, 12 and 13 are not applicable and have been
omitted.
IV-1<PAGE>
<PAGE>12
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: March 29, 1995
--------------
IV-2
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the Superior
Wholesale Inventory Financing Trust I Form 10-K for the period ending December
31, 1994 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 0
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 2578
<ALLOWANCE> 0
<TOTAL-ASSETS> 2578
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 0
<LONG-TERM> 2446
<COMMON> 0
0
0
<OTHER-SE> 132
<TOTAL-LIABILITIES-AND-EQUITY> 2578
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 85
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
