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
JUNE 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, June 30, 2000.
2. Statement of Distributable Income for the Period June 29, 2000
(inception) through June 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.
<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 $125.0
Wholesale
Inventory
Financing
Trust VI
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 quarterly payments of
interest for each type of note and certificate at a floating quarterly interest
rate.
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 June 30, 2000.
(b) Reports on Form 8-K:
Current report on Form 8-K dated June 19, 2000 reporting
matters under Item 5 was filed during the quarter ended
June 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: AUGUST 11, 2000
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<PAGE>
Exhibit 20.1
Page 1 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
June 30, 2000
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(in millions of dollars)
ASSETS
Receivables (Note 2) .................... $1,375.0
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TOTAL ASSETS ............................ $1,375.0
========
LIABILITIES (Notes 2 and 3)
Asset-Backed Term Notes ................. $1,250.0
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TOTAL LIABILITIES ....................... $1,250.0
EQUITY
Asset-Backed Certificates (Notes 2 and 3) $ 125.0
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TOTAL LIABILITIES AND EQUITY ............ $1,375.0
========
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.1
Page 2 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
STATEMENT OF DISTRIBUTABLE INCOME
Period Ended June 30, 2000
Second Quarter*
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(in millions of dollars)
Distributable Income
Allocable to Interest ..... $ 0.0
-------
Distributable Income ........ $ 0.0
=======
Income Distributed .......... $ 0.0
=======
* Represents the period June 29, 2000 (inception) through June 30, 2000.
Reference should be made to the Notes to Financial Statements.
<PAGE>
Exhibit 20.1
Page 3 of 4
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 totaled $125.0 million. 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.
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 principal
balance of the Asset Backed Certificates will be payable on April 16, 2007.
Payments of interest on the Floating Rate Asset Backed Term Notes, Series 2000-A
and 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").
<PAGE>
Exhibit 20.1
Page 4 of 4
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
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 Distribution Date to, but excluding, the current
Distribution Date
The Asset Backed Certificates interest rate equals USD Three-Month LIBOR plus 43
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.
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 were issued to the seller on the closing date.
