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, 2000, 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 VI 333-10524
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(Exact name of registrant as Commission
specified in its charter) file number
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
A Delaware Business Trust 38-3082709
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Chase Manhattan Bank USA, N.A.
1201 Market Street
Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (302) 428-3375
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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:
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
1. Statement of Assets, Liabilities and Equity, September 30, 2000.
2. Statement of Distributable Income for the Third Quarter and Nine
Months ended September 30, 2000.
3. Notes to Financial Statements.
The above described Financial Statements for the registrants are submitted
herewith as Exhibits 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 Chase Manhattan Bank USA, N.A,
as Owner Trustee for Superior Wholesale Inventory Financing Trust VI. The 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 amount as shown below in exchange for Asset-Backed Notes and
Asset-Backed Certificates representing undivided interests in the Trust. The
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.
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<PAGE>
Initial
Date of Wholesale
Sale and Finance
Servicing Sale Asset-Backed Asset-Backed
Trust Agreement Amount Notes Certificates
-------- ---------- ---------- ------------ ------------
(millions) (millions) (millions)
Superior June 29, 2000 $1,375.0 Term Notes $1,250.0 $125.0
Wholesale
Inventory August 30, 2000 $1,250.0 Revolving
Financing Note 1 $ 900.0
Trust VI Revolving
Note 2 $ 350.0
General Motors Acceptance Corporation ("GMAC"), the originator of the
wholesale receivables, continues to service the receivables for the Trust
and receives compensation and fees for such services. Investors receive
payments of interest for each type of note and certificate at a floating
interest rate. The Term Notes, Revolving Note Series 2000-RN2 and
Certificates are paid interest quarterly while the Revolving Note Series
2000-RN1 is paid interest monthly.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND OTHER REPORTS ON FORM 8-K
(a) Exhibit(s):
20.1 Superior Wholesale Inventory Financing Trust VI Financial
Statements for the Period June 29, 2000 (inception) through
September 30, 2000.
(b) Reports on Form 8-K:
A current report on Form 8-K dated July 11, 2000 reporting matters under
Item 7 was filed during the quarter ended September 30, 2000.
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<PAGE>
SIGNATURES
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 VI
by: Chase Manhattan Bank USA, N.A.
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(Owner Trustee, not in its
individual capacity but
solely as Owner Trustee
on behalf of the Issuer.)
s\ DENIS KELLY
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Denis Kelly
Assistant Vice President
Date: November 9, 2000
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<PAGE>
Exhibit 20.1
Page 1 of 5
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
September 30, 2000
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(in millions of dollars)
ASSETS
Receivables (Note 2) .................... $2,625.0
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TOTAL ASSETS ............................ $2,625.0
========
LIABILITIES (Notes 2 and 3)
Asset-Backed Term Notes ................. $1,250.0
Asset-Backed Revolving Notes ............ $1,250.0
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TOTAL LIABILITIES ....................... $2,500.0
EQUITY
Asset-Backed Certificates (Notes 2 and 3) $ 125.0
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TOTAL LIABILITIES AND EQUITY ............ $2,625.0
========
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.1
Page 2 of 5
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
STATEMENT OF DISTRIBUTABLE INCOME
Period Ended September 30, 2000
Third Quarter Nine Months*
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(in millions of dollars)
Distributable Income
Allocable to Interest ..... $ 0.0 $ 0.0
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Distributable Income ........ $ 0.0 $ 0.0
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Income Distributed .......... $ 0.0 $ 0.0
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* Represents the period June 29, 2000 (inception) through September 30, 2000.
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.1
Page 3 of 5
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Superior Wholesale Inventory Financing Trust VI (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 June 29, 2000, the Trust acquired the Seller's right, title and interest in
wholesale finance receivables totaling $1,375.0 million in exchange for
Asset-Backed Notes representing indebtedness of the Trust and Asset Backed
Certificates representing equity interests in the Trust. The Asset Backed Notes
include $1,250.0 million Floating Rate Asset Backed Term Notes, Series 2000-A.
The Asset Backed Certificates include $125.0 million Floating Rate asset Backed
Certificates, Class 2000-A. On August 30, 2000, the Trust acquired the Sellers
right, title and interest in additional wholesale finance receivables totaling
$1,250.0 million in exchange for two Asset Backed Notes representing
indebtedness of the trust. The Asset Backed Notes include a $900.0 million
Floating Rate Asset Backed Revolving Note, Series 2000-RN1 and a $350 million
Floating Rate Asset Backed Revolving Note, Series 2000-RN2. 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, basis swaps and certain other property.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
In the ordinary course of business, no principal payments will be made on the
Floating Rate Asset Backed Term Notes, Series 2000-A 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 Floating Rate Asset Backed Term Notes,
Series 2000-A will be payable on April 16, 2007 and the then unpaid
<PAGE>
Exhibit 20.1
Page 4 of 5
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
principal balance of the Floating Rate Asset Backed Revolving Notes and the
Asset Backed Certificates will also be payable on April 16, 2007.
Payments of interest on the Floating Rate Asset Backed Term Notes, Series
2000-A, Floating Rate Asset Backed Revolving Notes, Series 2000-RN2 and the
Floating Rate Asset Backed Certificates, Class 2000-A are made on the
fifteenth day of each January, April, July, and October or, if any such day
is not a Business Day, on the next succeeding Business Day, (each, a "
Quarterly Distribution Date"), commencing October 16, 2000 (the "Initial
Distribution Date").
Payments of interest on the Floating Rate Asset Backed Revolving Note,
Series 2000-RN1 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
"Monthly Distribution Date"), commencing October 16, 2000 (the "Initial
Distribution Date").
The Floating Rate Asset Backed Term Notes, Series 2000-A interest rate
equals the USD Three-Month London Interbank Offer Rate (LIBOR) plus 13
basis points per annum for each Distribution Date. Interest on the Term
Notes will accrue from, and including, the most recent Quarterly
Distribution Date to, but excluding, the current Quarterly Distribution
Date.
The Floating Rate Asset Backed Revolving Notes, Series 2000-RN1 interest
rate equals the USD One-Month LIBOR plus 28 basis points per annum for each
Monthly Distribution Date. Interest on the Revolving notes will accrue for
the Collection Period (calendar month) immediately preceding each Monthly
Distribution Date.
The Floating Rate Asset Backed Revolving Notes, Series 2000-RN2 interest
rate equals the USD Three-Month LIBOR plus 26 basis points per annum for
each Quarterly Distribution Date. Interest on the Revolving notes will
accrue for the Collection Period (calendar month) immediately preceding
each Quarterly Distribution Date.
The Floating Rate Asset Backed Certificates interest rate equals the USD
Three-Month LIBOR plus 43 basis points per annum for each Quarterly
Distribution Date. Interest on the Certificates accrues from, and
including, the most recent Distribution Date to, but excluding, the current
Quarterly Distribution Date.
<PAGE>
Exhibit 20.1
Page 5 of 5
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
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 U.S. federal income tax purposes. Each Noteholder, by
acceptance of a Note agrees to treat the Note as indebtedness in the Trust
for federal, state and local income and franchise tax purposes. Each
certificateholder by acceptance of a certificate agrees to treat the
certificates as equity interests in the Trust for federal, state and local
income franchise tax purposes. A portion of the certificates was issued to
the seller on the closing date.
