UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 6, 1999
WHOLESALE AUTO RECEIVABLES CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-50323 38-3082709
- ------------------------------- ---------- ------------------
(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification No.)
Corporate Trust Center
1209 Orange Street, Wilmington, DE 19801
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 302-658-7851
------------
Items 1-4. Not Applicable.
Item 5. Other Events
On May 4, 1999 the registrant made available to
prospective investors a series term sheet setting forth a
description of the collateral pool and the proposed
structure. Wholesale Auto Receivables Corporation will
issue $750,000,000 of Floating Rate Asset Backed Term
Notes, Series 1999-A, $1,250,000,000 of Floating Rate
Asset Backed Revolving Notes, Series 1999-RN1 and
$185,800,000 of Floating Rate Asset Backed Certificates,
Class 1999-A. Only the Series 1999-A Term Notes are being
offered for sale. The Certificates will initially be held
by Wholesale Auto Receivables Corporation. The series term
sheet is attached hereto as Exhibit 99.
<PAGE>
Item 6. Not applicable.
Item 7. Exhibits.
Exhibit 99. The following is filed as an Exhibit to this
Report under Exhibit 99.
Series Term Sheet dated May 4, 1999,
with respect to the proposed issuance
of the Floating Rate Asset Backed
Notes, Series 1999-A, Floating Rate
Asset Backed Revolving Notes, Series
1999-RN1 and the Floating Rate Asset
Backed Certificates, Class 1999-A of
Wholesale Auto Receivables
Corporation 1999-A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHOLESALE AUTO RECEIVABLES CORPORATION
--------------------------------------
(Registrant)
s/ William F. Muir
-------------------
Dated: May 6, 1999 William F. Muir, Chairman of the Board
-----------------
s/ John D. Finnegan
--------------------
Dated: May 6, 1999 John D. Finnegan, President and Director
-----------------
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
99 Series Term Sheet dated May 4, 1999
EXHIBIT 99
SUBJECT TO REVISION
- -------------------
TERM SHEET DATED MAY 4, 1999
- ----------------------------
$750,000,000 FLOATING RATE ASSET BACKED TERM NOTES, SERIES 1999-A
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
Issuer
WHOLESALE AUTO RECEIVABLES CORPORATION
Seller
GENERAL MOTORS ACCEPTANCE CORPORATION
Servicer
Attached is a preliminary term sheet describing the structure, collateral pool
and certain aspects of Superior Wholesale Inventory Financing Trust V. The
information and assumptions contained in the term sheet are preliminary and will
be superseded by a prospectus supplement and prospectus and by any other
information subsequently filed by the Seller with the Securities and Exchange
Commission (the "SEC") or incorporated by reference in the relevant registration
statement. In addition, the term sheet supersedes any prior or similar term
sheet.
None of the underwriters, General Motors Acceptance Corporation ("GMAC"), the
Issuer or any of their respective affiliates makes any representation as to the
accuracy or completeness of the information set forth in the attached term
sheet. The information contained in the term sheet only addresses certain
aspects of the applicable security's characteristics and does not provide a
complete assessment. As such, the information may not reflect the impact of all
structural characteristics of the security. The assumptions underlying the
information, including structure and collateral, may be modified from time to
time to reflect changed circumstances.
A REGISTRATION STATEMENT (INCLUDING A PROSPECTUS) RELATING TO THE TRUST HAS BEEN
FILED WITH THE SEC AND HAS BEEN DECLARED EFFECTIVE. IN CONNECTION WITH THIS
OFFERING, A PROSPECTUS SUPPLEMENT RELATING TO THE SECURITIES OFFERED BY THE
TRUST WILL BE FILED AFTER THE SECURITIES HAVE BEEN PRICED AND ALL OF THE TERMS
AND INFORMATION ARE FINALIZED. THIS COMMUNICATION IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR WILL THERE BE ANY SALE OF THE SECURITIES OF
THE TRUST IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL BEFORE THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE. SALES OF THE SECURITIES OF THE TRUST MAY NOT BE CONSUMMATED
UNLESS THE PURCHASER HAS RECEIVED BOTH THE FINAL PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT. THE SECURITIES TO BE OFFERED BY THE TRUST UNDER THE FINAL PROSPECTUS
AND THE PROSPECTUS SUPPLEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC
OR ANY STATE SECURITIES COMMISSION. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. ANY INVESTMENT DECISION SHOULD BE BASED ON THE INFORMATION IN
THE FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT, WHICH WILL BE CURRENT AS OF
THEIR PUBLICATION DATES AND AFTER PUBLICATION MAY NO LONGER BE COMPLETE OR
CURRENT. A PROSPECTUS AND PROSPECTUS SUPPLEMENT MAY BE OBTAINED BY CONTACTING
BEAR, STEARNS & CO. INC. AT (212) 272-4955 OR SALOMON SMITH BARNEY AT (212)
723-6171.
JOINT BOOKRUNNERS
BEAR, STEARNS & CO. INC. SALOMON SMITH BARNEY
CO-MANAGERS
LEHMAN BROTHERS MORGAN STANLEY DEAN WITTER
<PAGE>
FLOATING RATE ASSET BACKED TERM NOTES, SERIES 1999-A
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST V
SUBJECT TO REVISION
TERM SHEET
DATED MAY 4, 1999
Capitalized terms used below that are not defined, have the meanings specified
in the prospectus of Wholesale Auto Receivables Corporation, as filed with the
SEC on November 19, 1997. A copy of the prospectus is available from the SEC.
The prospectus will be superseded by a final prospectus and prospectus
supplement to be dated May __, 1999. Any investment decision should be based
solely on the information in the final prospectus and prospectus supplement.
Issuer...............................Superior Wholesale Inventory Financing
Trust V (the "Trust" or the "Issuer"), a
Delaware business trust.
Seller...............................Wholesale Auto Receivables Corporation, a
Delaware corporation and a wholly-owned
subsidiary of GMAC.
Servicer.............................GMAC.
Indenture Trustee....................The Bank of New York.
Owner Trustee........................Chase Manhattan Bank Delaware.
Expected Initial Closing Date........May 18, 1999
Capitalization of the Trust..........On the Initial Closing Date, the Trust will
issue $750,000,000 of Floating Rate Asset
Backed Term Notes, Series 1999-A (the
"1999-A Term Notes"), $1,250,000,000 of
Floating Rate Asset Backed Revolving Notes,
Series 1999-RN1 (the "1999-RN1 Revolving
Notes") and $185,800,000 of Floating Rate
Asset Backed Certificates, Class 1999-A.
Only the 1999-A Term Notes are being
offered hereby. After this offering, the
Trust may issue from time to time
additional series of Term Notes, additional
series of Revolving Notes (together with
the 1999-A Term Notes and the Revolving
Notes issued on the Initial Closing Date,
the "Notes") and additional Certificates
(together with the Certificates issued on
the Initial Closing Date and the Notes, the
"Securities").
The 1999-A Term Notes................The Trust will issue the 1999-A Term Notes
in the aggregate original principal amount
of $750,000,000. The 1999-A Term Notes will
be issued in book entry form through the
facilities of The Depository Trust Company,
Cedelbank and the Euroclear System.
<PAGE>
Terms of the 1999-A Term Notes.......The principal terms of the 1999-A Term
Notes are described below:
A. Distribution Dates..............Payments of interest on the 1999-A Term
Notes will be made on the fifteenth day of
each month or, if any such day is not a
Business Day, on the next Business Day
(each, a "Distribution Date"), commencing
June 15, 1999 (the "Initial Distribution
Date"). Payments will be made to the
holders of the 1999-A Term Notes of record
as of the day preceding such Distribution
Date (or, if Definitive 1999-A Term Notes
are issued, as of the last day of the
preceding month).
B. Interest........................Interest on the outstanding principal
balance of the 1999-A Term Notes will
accrue from and including the most recent
Distribution Date on which interest has
been paid to but excluding the following
Distribution Date (or, in the case of the
initial Distribution Date, from and
including the Initial Closing Date). The
interest rate for the 1999-A Term Notes
will be equal to one-month LIBOR plus
0.___% per annum. Interest on the 1999-A
Term Notes will be calculated on the basis
of actual days elapsed and a 360-day year.
Interest payments on the 1999-A Term Notes
will be derived from Available Trust
Interest and receipts under the Term Note
Basis Swap and, to the extent necessary and
available therefor, Servicer Advances and
withdrawals from the Reserve Fund and, if
applicable, the Cash Accumulation Reserve
Fund.
C. Principal.......................Unless a Rapid Amortization Period has
commenced, no principal payments will be
made on the 1999-A Term Notes until the
Targeted Final Payment Date. The "Targeted
Final Payment Date" will be the May 2004
Distribution Date. In general, on the
Targeted Final Payment Date for the 1999-A
Term Notes, the outstanding principal
balance of the 1999-A Term Notes will be
paid. If the 1999-A Term Notes are not paid
in full on the Targeted Final Payment Date,
payments of principal will be made on each
Distribution Date thereafter until so paid
in full. To the extent not previously paid,
the entire outstanding principal balance,
if any, of the 1999-A Term Notes will be
payable on the May 2006 Distribution Date
(the "Stated Final Payment Date"). During
any Rapid Amortization Period, principal
payments will be made on the 1999-A Term
Notes on the basis of the Principal
Allocation Percentage.
<PAGE>
The "Principal Allocation Percentage" for a
series of Notes for which principal is
being retained or set aside means the
percentage equivalent of a fraction:
o If a Wind Down Period or an Early
Amortization Period is not in effect:
(1) (A) for any series of Term Notes for
which principal is being retained or set
aside, the aggregate initial principal
balance of such series or (B) for any
series of Revolving Notes for which
principal is being retained or set aside,
the outstanding principal balance of such
series as of the close of business on the
day preceding the first day of the
Payment Period with respect to such
series, divided by (2) the sum of the
amounts as determined pursuant to (A) and
(B) above for each such series of Notes
for which principal is being retained or
set aside.
o If a Wind Down Period or an Early
Amortization Period is in effect:
(1) the outstanding principal balance of
such series on the last day of the
Revolving Period, divided by (2) the
aggregate outstanding principal balance
of all series of Notes outstanding as of
the last day of the Revolving Period
(except for any series the principal
balance of which has been fully paid or
provided for).
Term Note Basis Swap.................On the Initial Closing Date, the Owner
Trustee, on behalf of the Trust, will enter
into a basis swap (the "Term Note Basis
Swap") with GMAC (in such capacity, the
"Basis Swap Counterparty"). In accordance
with the terms of the Term Note Basis Swap,
on each Distribution Date the Basis Swap
Counterparty will be obligated to pay to
the Trust an amount equal to the interest
accrued during the related Collection
Period on the daily Term Notional Amount of
the 1999-A Term Notes at a rate equal to
LIBOR with respect to such Distribution
Date plus ____% for each day during the
related Collection Period divided by 360.
In exchange, on each Distribution Date, the
Trust will be obligated to pay to the Basis
Swap Counterparty an amount equal to
interest accrued during the related
Collection Period on the daily Term
Notional Amount at a per annum rate equal
to the Prime Rate for each day during the
related Collection Period divided by 360.
The "Term Notional Amount" for any day
during a Collection Period will equal the
Unaccumulated Principal Balance of the
1999-A Term Notes as of that day, including
after giving effect to unreimbursed Trust
Charge-Offs as of the close of business on
the Distribution Date during that
Collection Period.
<PAGE>
The "Unaccumulated Principal Balance" for
any Distribution Date means (1) the daily
average of the outstanding principal
balance of the 1999-A Term Notes during the
related Collection Period, minus (2) (x) if
a Cash Accumulation Period is in effect for
the 1999-A Term Notes, the daily average of
the amount of funds on deposit in the Cash
Accumulation Account during the related
Collection Period, or (y) if a Payment
Period or a Rapid Amortization Period is in
effect for the 1999-A Term Notes, the daily
average of the amount of funds on deposit
in the Note Distribution Account during the
related Collection Period with respect to
the outstanding principal balance of the
1999-A Term Notes.
Under the Term Note Basis Swap, on each
Distribution Date, the amount the Trust is
obligated to pay will be netted against the
amount the Basis Swap Counterparty is
obligated to pay such that only the net
amount will be due from the Trust or the
Basis Swap Counterparty, as the case may
be.
The termination of the Term Note Basis Swap
will be a Cash Accumulation Event.
Other Credit and Liquidity Support...The Reserve Fund will be created for the
benefit of the Trust and the holders of the
Notes. An initial deposit into the Reserve
Fund will be made by the Seller in an
amount equal to $10,929,000. The Seller may
make additional limited deposits into the
Reserve Fund from time to time. The Reserve
Fund Required Amount will generally equal
0.5% of the Maximum Pool Balance as of any
Distribution Date. The Reserve Fund
Trigger Amount will equal 25% of the
Reserve Fund Required Amount.
The Cash Accumulation Reserve Fund will
also be created for the benefit of the
holders of the 1999-A Term Notes. The
Seller will deposit $10,620,000 into the
Cash Accumulation Reserve Fund on the
Initial Closing Date. Amounts in the Cash
Accumulation Reserve Fund will be available
to pay interest on the 1999-A Term Notes if
a Cash Accumulation Event occurs. The
required amount in the Cash Accumulation
Reserve Fund will decline on each
Distribution Date until the 1999-A Term
Notes are paid in full. The Seller may
make additional deposits into the Cash
Accumulation Reserve Fund from time to
time.
The Certificates will be subordinate to the
Notes (including the 1999-A Term Notes) to
the extent described herein. In addition,
the Servicer will make Servicer Advances to
the extent that the Servicer expects to
recoup the advance from subsequent
collections.
<PAGE>
The Trust............................The property of the Trust (the "Trust
Estate") will include (a) the Seller's
right, title and interest in, to and under
(i) the Eligible Receivables existing in
the Accounts included in the Pool of
Accounts on May 14, 1999 (the "Initial
Cut-Off Date") (or, in the case of an
Additional Account, the related Additional
Cut-Off Date) and the Eligible Receivables
generated under each such Account from time
to time thereafter so long as such Account
is included in the Pool of Accounts, (ii)
Collections on such Receivables and (iii)
the related Collateral Security, (b) the
Seller's rights and remedies under the
Pooling and Servicing Agreement associated
with the Receivables conveyed to the Trust,
(c) the Term Note Basis Swap with respect
to the 1999-A Term Notes and any similar
basis swaps with respect to any other
Securities, (d) the Reserve Fund and the
Cash Accumulation Reserve Fund, and (e)
certain accounts in the name of holders of
the related Securities, including the Cash
Accumulation Account. Under specified
circumstances, Accounts may be added or
removed from the Pool of Accounts.
The Trust will begin its existence on the
Initial Closing Date. During the Revolving
Period for the Trust, Trust Principal
Collections that are not needed for set
asides or payments of principal on the
Notes, or to be held as the Cash Collateral
Amount, will be paid to the Seller to
acquire new Receivables.
The Wind Down Period will begin following
the Scheduled Revolving Period Termination
Date. Once the Wind Down Period begins,
Trust Principal Collections allocable to
the 1999-A Term Notes will be accumulated
and held in the Cash Accumulation Account
until the Targeted Final Payment Date for
the 1999-A Term Notes.
In order to reduce the likelihood that the
1999-A Term Notes will pay prior to their
Targeted Final Payment Date, certain Early
Amortization Events have been designated as
Cash Accumulation Events, the occurrence of
which will terminate the Revolving Period
and begin the Cash Accumulation Period.
During a Cash Accumulation Period, Trust
Principal Collections allocable to the
1999-A Term Notes will be invested in the
Cash Accumulation Account until the Cash
Accumulation Event is cured, the Securities
are repaid in full or a Rapid Amortization
Period occurs.
Certain Early Amortization Events and other
events have been designated as Rapid
Amortization Events, the occurrence of
which will terminate the Revolving Period
or the Cash Accumulation Period and begin
the Rapid Amortization Period. During a
Rapid Amortization Period, Trust Principal
Collections will be allocated to the 1999-A
Term Notes based on their Principal
Allocation Percentage. During the Wind Down
Period or an Early Amortization Period, the
Trust will no longer be permitted to
acquire Receivables from the Seller.
<PAGE>
The Revolving Notes..................The Specified Maximum Revolver Balance will
initially be $1,250,000,000. This amount
may be increased or decreased, and
additional series of Revolving Notes (which
may have different Revolver Interest Rates,
Targeted Final Payment Dates, if any, and
Stated Final Payment Dates) may be issued
from time to time as described in the final
prospectus and prospectus supplement. The
Trust will not borrow additional funds
under the Revolving Notes during the Wind
Down Period or any Early Amortization
Period but may borrow funds during the
Payment Period for the 1999-A Term Notes
after principal on the 1999-A Term Notes
has been fully funded.
The Certificates.....................The Trust will issue Certificates on the
Initial Closing Date with an aggregate
initial Certificate Balance of
$185,800,000. From time to time after the
Initial Closing Date, additional
Certificates may be issued.
Revolving Period.....................The Revolving Period for the Trust will
begin on the Initial Cut-Off Date and will
end on the earlier of (a) the commencement
of an Early Amortization Period and (b) the
Scheduled Revolving Period Termination
Date. The Scheduled Revolving Period
Termination Date will initially be June 30,
1999 and will be automatically extended to
the last day of each succeeding month
unless the Seller elects, at its option, to
terminate the automatic extension. The
Scheduled Revolving Period Termination Date
may not be extended beyond January 31,
2005. If terminated upon the commencement
of a Cash Accumulation Period, the
Revolving Period may recommence in certain
limited circumstances.
Payment Period.......................Except as described herein and unless a
Rapid Amortization Period or a Cash
Accumulation Period has commenced and is
continuing, the Payment Period for the
1999-A Term Notes will commence not later
than April 1, 2004. The Payment Period will
commence earlier than April 1, 2004 (but no
earlier than January 1, 2004), if that
earlier commencement is deemed advisable or
necessary to provide sufficient funds to
pay the 1999-A Term Notes in full on the
Targeted Final Payment Date. This Payment
Period will continue until the earliest of
(a) the commencement of a Cash Accumulation
Period, (b) the commencement of a Rapid
Amortization Period, (c) the commencement
of the Wind Down Period and (d) the date on
which all the outstanding 1999-A Term Notes
are paid in full. During the Payment Period
for the 1999-A Term Notes, the Trust will
accumulate funds for the payment of
principal on the 1999-A Term Notes in an
amount equal to the outstanding principal
balance of such Notes. To the extent not
paid in full on the Targeted Final Payment
Date, principal will be paid on the 1999-A
Term Notes on each Distribution Date
thereafter until such Notes are paid in
full. Principal payments may also be made
on the Revolving Notes during the Payment
Period for the 1999-A Term Notes.
<PAGE>
Cash Accumulation Period.............A Cash Accumulation Period will commence
upon the occurrence of a Cash Accumulation
Event for the 1999-A Term Notes and will
end on the earliest of (a) the date on
which the 1999-A Term Notes are paid in
full, (b) the occurrence of a Rapid
Amortization Event for the 1999-A Term
Notes, (c) the Trust Termination Date and
(d) the remediation of the Cash
Accumulation Event and the recommencement
of the Revolving Period for the Trust. On
each day during a Cash Accumulation Period
for the 1999-A Term Notes, the 1999-A Term
Notes will be allocated their Principal
Allocation Percentage of Available Trust
Principal and these amounts will be
deposited in an Eligible Account to be
known as the "Cash Accumulation Account"
for the 1999-A Term Notes (until the amount
on deposit therein equals the outstanding
principal balance of the 1999-A Term Notes)
and will be invested in Eligible
Investments. The Trust will use amounts in
the Cash Accumulation Account (other than
earnings on such amounts) only to make
principal payments on the 1999-A Term
Notes. In contrast, any series of
Securities issued by the Trust that does
not have a cash accumulation arrangement,
upon the occurrence of any Early
Amortization Event (as well as the 1999-A
Term Notes, upon the occurrence of a Rapid
Amortization Event), will apply all
Available Trust Principal allocated to that
series of Securities to the repayment of
principal on each Distribution Date
beginning with the Distribution Date
related to the Collection Period in which
such Early Amortization Event occurred.
Each of the Early Amortization Events for
the Trust (except the insolvency of General
Motors, GMAC or the Seller and the failure
to pay the 1999-A Term Notes by their
Stated Final Payment Date) and the
commencement of a Wind Down Period for the
Trust (including due to the election of the
Seller not to extend the Revolving Period
on any date on which it has the option to
do so) will constitute a "Cash Accumulation
Event" for the 1999-A Term Notes.
An "Early Amortization Event" with respect
to the Trust refers to any of the following
events:
<PAGE>
(a) failure on the part of the Seller,
GMAC or the Servicer to observe or
perform in any material respect any of
its covenants or agreements set forth in
the Pooling and Servicing Agreement or
the Trust Sale and Servicing Agreement,
as applicable, which failure continues
unremedied for a period of 60 days after
written notice, except that no Early
Amortization Event will be deemed to
exist if the Receivables affected by such
failure are repurchased by the Seller,
GMAC or the Servicer, as applicable, in
accordance with the Transfer and
Servicing Agreements;
(b) any representation or warranty
made by GMAC in the Pooling and Servicing
Agreement or by the Seller in the Trust
Sale and Servicing Agreement or any
information contained on the Schedule of
Accounts proves to have been incorrect in
any material respect when made and
continues to be incorrect in any material
respect for a period of 60 days
after written notice and, as a result,
the interests of the Securityholders are
materially and adversely affected (except
that no Early Amortization Event will be
deemed to occur if the Receivables
relating to such representation or
warranty are repurchased by GMAC or the
Seller, as applicable, in accordance with
the Transfer and Servicing Agreements);
(c) failure to pay (or set aside for
payment) all amounts required to be paid
as principal on the Notes or distributed
with respect to Certificate Balance on
the applicable Stated Final Payment Date;
(d) on any Distribution Date, the average
of the Monthly Payment Rates for the
three preceding Collection Periods is
less than 25%;
(e) the amount on deposit in the Reserve
Fund is less than the Reserve Fund
Required Amount on three consecutive
Distribution Dates;
(f) a notice of an Event of Default
under the Indenture declaring the unpaid
principal amount of any Notes immediately
due and payable has been given, except
that if no other Early Amortization
Event has occurred and is continuing and
so long as the Scheduled Revolving Period
Termination Date has not occurred, if
the Seller so elects, the Early
Amortization Period resulting from such
occurrence will terminate and the
Revolving Period will recommence if a
notice rescinding the declaration is
given under the Indenture;
<PAGE>
(g) the occurrence of certain events of
bankruptcy, insolvency or receivership
relating to any of General Motors, the
Servicer (or GMAC, if it is not the
Servicer) or the Seller;
(h) on any Distribution Date, as of the
last day of the related Collection
Period, the aggregate principal balance
of Receivables owned by the Trust which
were advanced against Used Vehicles
exceeds 20% of the Daily Trust Balance
(for purposes of this clause (h), General
Motors vehicles which are sold to daily
rental car operations, repurchased
pursuant to General Motors repurchase
agreements and subsequently sold at
auction to a General Motors-franchised
dealer will not be considered Used
Vehicles);
(i) on any Distribution Date, the
Reserve Fund Required Amount for that
Distribution Date exceeds the amount on
deposit in the related Reserve Fund by
more than the Reserve Fund Trigger
Amount;
(j) on any Distribution Date, the
average Daily Trust Balance is less than
75% of the sum of the average outstanding
principal balance of the Term Notes and
the average Certificate Balance (in each
case, such average being determined over
the six Collection Periods immediately
preceding that Distribution Date (or, if
shorter, the period from the related
Initial Closing Date through and
including the last day of the preceding
Collection Period));
(k) on any Distribution Date, as of the
last day of each of the two preceding
Collection Periods, the aggregate
principal balance of all related
Available Receivables is less than 70%
of the aggregate principal balance of all
Receivables (including Receivables owned
by GMAC) in the Accounts in the related
Pool of Accounts; and
(l) the termination of a basis swap
relating to any Note or Certificate.
Rapid Amortization Period............A Rapid Amortization Period for the 1999-A
Term Notes will commence upon the
occurrence of a Rapid Amortization Event
and will end on the earlier of (a) the date
on which the 1999-A Term Notes are paid in
full and (b) the Trust Termination Date.
On each day during a Rapid Amortization
Period for the 1999-A Term Notes, the
1999-A Term Notes will be allocated their
Principal Allocation Percentage of
Available Trust Principal. All amounts so
allocated on any Distribution Date during
a Rapid Amortization Period will be paid
to the holders of the 1999-A Term Notes on
the related Distribution Date, together
with any amounts in the Cash Accumulation
Account for the 1999-A Term Notes on such
Distribution Dates.
<PAGE>
Each of the following events will
constitute a "Rapid Amortization Event" for
the 1999-A Term Notes: (i) General Motors,
GMAC or the Seller become insolvent; (ii)
the 1999-A Term Notes are not paid in full
by their Stated Final Payment Date; (iii)
the Issuer or the Seller becomes an
"investment company" within the meaning of
the Investment Company Act of 1940, as
amended; and (iv) the balance in the Cash
Accumulation Reserve Fund is less than
$218,750.
The Rapid Amortization Events specified in
the foregoing clauses (i) and (ii) are also
Early Amortization Events and will result
in a Rapid Amortization Period for the
1999-A Term Notes that is also an Early
Amortization Period for the Trust. The
Rapid Amortization Events specified in the
foregoing clauses (iii) and (iv) are not
Early Amortization Events. Therefore,
events (iii) and (iv) will result in a
Rapid Amortization Period for the 1999-A
Term Notes that is not an Early
Amortization Period for the Trust. Instead,
the Revolving Period for the Trust will
continue.
Tax Status...........................In the opinion of Kirkland & Ellis, special
tax counsel to the Seller, for U.S. federal
income tax purposes, the 1999-A Term Notes
will constitute indebtedness. Each holder
of 1999-A Term Notes, by the acceptance
of an Offered Term Note, will agree to
treat the 1999-A Term Notes as indebtedness
for federal, state and local income and
franchise tax purposes.
ERISA Considerations.................Subject to certain considerations, it is
contemplated that the 1999-A Term Notes
will be eligible for purchase by employee
benefit plans.
Rating...............................It is a condition to the issuance of the
1999-A Term Notes that they be rated in the
highest long-term rating category by at
least one nationally recognized statistical
rating agency. There can be no assurance
that any such ratings will not be lowered
or withdrawn by a rating agency if
circumstances so warrant. If any rating
initially assigned to the 1999-A Term Notes
is lowered for any reason, no person or
entity is obligated to provide any
additional enhancement with respect to the
1999-A Term Notes.
<PAGE>
THE U.S. PORTFOLIO
GENERAL
As of March 31, 1999, there were approximately 7,400 active credit lines
with dealers in the U.S. Portfolio and the total U.S. Portfolio (which includes
both owned receivables and serviced receivables) consisted of receivables with
an aggregate principal balance of approximately $20.8 billion. GMAC is the
primary source of floor plan financing for General Motors-franchised dealers in
the United States. In the first quarter of 1999, GMAC provided financing for
approximately 66.9% of new factory sales to General Motors dealers in the United
States.
As of March 31, 1999, receivables with respect to New Vehicles represented
approximately 83% of the aggregate principal amount of all receivables in the
U.S. Portfolio. Receivables with respect to Used Vehicles represented
approximately 9% of the aggregate principal amount of all receivables in the
U.S. Portfolio. Other receivables (generally receivables with respect to
heavy-duty trucks, off-highway vehicles and marine units) represented
approximately 8% of the aggregate principal amount of all receivables in the
U.S. Portfolio. As of March 31, 1999, approximately 61% of the Used Vehicles in
the U.S. Portfolio represented Auction Vehicles. As of March 31, 1999, the
average Account in the U.S. Portfolio provided for credit lines for New Vehicles
and Used Vehicles of approximately 227 units and 49 units, respectively, and the
average principal balance of receivables thereunder was approximately $2.6
million and $0.3 million, respectively.
In 1998, GMAC streamlined the billing process on its dealer incentive
programs. Rather than charge a spread over the Prime Rate and separately
distribute dealer incentives, dealers participating in the "Net Billing" program
are charged a spread that is reduced by any dealer incentives. As more dealers
participate in the Net Billing program, the spread over the Prime Rate on the
receivables is lower versus prior years. For the three months ended March 31,
1999, the weighted average spread over the Prime Rate charged to dealers in the
U.S. Portfolio was approximately 0.4%. Certain dealers continue to be offered
rebates under incentive programs. For the three months ended March 31, 1999, the
average annual rate of dealer credits on the U.S. Portfolio ranged between 28
and 42 basis points. The amount of any such credit is applied to a participating
dealer's interest charges on floorplan and other loans (if any). There can be no
assurance that the spread over the Prime Rate in the future will be similar to
historical experience.
As of March 31, 1999, the aggregate principal amount financed with respect
to dealers assigned to "no credit" status was approximately $7.2 million or
0.04% of the aggregate principal amount financed in the U.S. Portfolio.
LOSS EXPERIENCE
The following table sets forth GMAC's average principal balance of
receivables and loss experience for the U.S. Portfolio as a whole in each of the
periods shown. The U.S. Portfolio includes Fleet Accounts and certain other
accounts that are not Eligible Accounts as well as Accounts that meet the
eligibility criteria for inclusion in the Trust but were not selected. Thus, the
Accounts related to the Trust represent only a portion of the entire U.S.
Portfolio and, accordingly, actual loss experience with respect to such Accounts
may be different than that of the U.S. Portfolio as a whole. There can be no
assurance that the loss experience for Receivables in the future will be similar
to the historical experience set forth below. The following historical
experience reflects financial assistance and incentives provided, from time to
time, by General Motors and GMAC to General Motors-franchised dealers. If
General Motors or GMAC reduced or was unable or elected not to provide such
assistance or incentives, the loss experience of the U.S. Portfolio, including
the Accounts, may be adversely affected.
<PAGE>
<TABLE>
<CAPTION>
LOSS EXPERIENCE FOR THE U.S. PORTFOLIO
Three Months Year Ended December 31
Ended
MARCH 31, 1999 1998 1997 1996 1995
-------------- ---- ---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Average Principal Receivables Balance(1) $ 19,510.4 $ 16,859.6 $ 18,276.0 $16,991.5 $ 17,559.4
Net Losses (Recoveries)(2) $ 0.4 $ 11.8 $ (10.5) $ (8.1) $ 6.2
Net Losses (Recoveries)/Liquidations(3) 0.002%
0.014% (0.012)% (0.009)% 0.007%
Net Losses (Recoveries)/Average Principal
Receivables Balance 0.008%(4) 0.070% (0.058)% (0.048)% 0.035%
</TABLE>
(1) "Average Principal Receivables Balance" is the average of the month-end
principal balances of receivables for each of the months during such
period.
(2) "Net Losses" in any period are gross losses less recoveries for such period.
Recoveries include recoveries from collateral security in addition to
vehicles.
(3) Liquidations include all principal reductions.
(4) Annualized.
AGING EXPERIENCE
The following table provides the age distribution of the receivables for
all dealers in the U.S. Portfolio as a percentage of total principal balances of
receivables outstanding at the date indicated. The aging is based on the
receivable's interest commencement date. In addition, if a vehicle or the
related receivable is reclassified for any reason (e.g., if the dealer decides
to designate a new vehicle for use as a demonstration unit), the interest
commencement date will generally be the date of such reclassification. The
actual age distribution with respect to the Receivables related to any Trust may
be different because such Receivables will arise in Accounts representing only a
portion of the entire U.S. Portfolio. There can be no assurance that the aging
experience for receivables in the future will be similar to the historical
experience set forth below.
<PAGE>
<TABLE>
<CAPTION>
AGE DISTRIBUTION FOR THE U.S. PORTFOLIO
Three Months Year Ended December 31
Ended
MARCH 31, 1999 1998 1997 1996 1995
-------------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1-120 80.5% 90.2% 85.1% 82.2% 83.4%
121-180 12.9 4.9 8.0 9.0 7.0
181-270 4.9 2.9 3.5 5.0 5.0
Over 270 1.7 2.0 3.4 3.8 4.6
</TABLE>
MONTHLY PAYMENT RATES
The following table sets forth the highest and lowest monthly payment rates
for the U.S. Portfolio during any month in the periods shown and the average of
the monthly payment rates for all months during the periods shown. The payment
rates used are calculated as the percentage equivalent of a fraction, the
numerator of which is the aggregate of all collections of principal during the
period and the denominator of which is the aggregate ending principal balance of
receivables for the period. There can be no assurance that the rate of principal
collections for the Accounts in the Pool of Accounts in the future will be
similar to the historical experience set forth below. The actual monthly payment
rates with respect to such Accounts may be different because, among other
reasons, such Accounts will represent only a portion of the entire U.S.
Portfolio.
<TABLE>
<CAPTION>
MONTHLY PAYMENT RATES FOR THE U.S. PORTFOLIO
Three Months Year Ended December 31
Ended
MARCH 31, 1999 1998 1997 1996 1995
-------------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Highest Month 47.6% 62.9% 54.2% 56.1% 51.4%
Lowest Month 38.2 33.5 33.3 35.0 33.5
Average for the Months in the Period 42.1 47.3 43.3 45.1 42.1
</TABLE>
<PAGE>
THE POOL OF ACCOUNTS
As of the close of business on April 12, 1999, there were 1,024 Accounts in
the Pool of Accounts. As of April 12, 1999 the average principal balance of
Receivables in such Accounts was approximately $3.0 million (approximately 82%
of which were Eligible Receivables) and the weighted average spread over the
Prime Rate charged to Dealers was approximately 0.3% for the month of March
1999. This spread over Prime Rate does not include rebates earned by dealers
under GMAC incentive programs that entitle them to a credit based on interest
charges. These credits do not affect the spread over the Prime Rate earned by
the Trust. As of April 12, 1999, the aggregate principal balance of Receivables
under such Accounts was $3,095,904,945.61 and, of such amount, $2,523,252,409.15
would qualify as Eligible Receivables (except for the limit imposed by the
Maximum Pool Balance).
GEOGRAPHIC DISTRIBUTION
The following table provides, as of April 12, 1999, the geographic
distribution of the Accounts in the Pool of Accounts (based on the address of
the Dealer). As of April 12, 1999, no other state accounted for more than 5.0%
of the principal amount of Receivables outstanding in such Accounts.
GEOGRAPHIC DISTRIBUTION OF POOL ACCOUNTS RELATED TO THE TRUST
<TABLE>
<CAPTION>
Percentage of
Percentage of Total
Total Number of Number of
Receivables Receivables Dealer Dealer
State Outstanding Outstanding ACCOUNTS Accounts
- ----- ----------- ----------- -------- -------------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
Illinois $301,445 9.7% 78 7.6%
Texas 277,752 9.0 73 7.1
Florida 193,739 6.3 49 4.8
Michigan 189,342 6.1 55 5.4
New York 187,623 6.1 62 6.1
Georgia 170,179 5.5 45 4.4
</TABLE>
