<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1999
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from
Commission file number
---------------------
NYLIFE SFD Holding Inc. as Master Administrator For
NAFCO Auto Trust-3
(Exact name of registrant as specified in its charter)
Delaware 13-3475905
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
51 Madison Avenue, New York, New York 10010
------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 576-6456
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
<PAGE>
TABLE OF CONTENTS
Page No.
--------
Part I Financial Information
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations Properties 3
Item 3. Quantitative and Qualitative Disclosures About Market Risk 3
Part II Other Information
Item 1. Legal Proceedings 4
Item 2. Changes in Securities 4
Item 3. Defaults Upon Senior Securities 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Item 5. Other Information 4
Item 6. Exhibits and Reports on Form 8-K 4-5
Signatures 6
2
<PAGE>
PART I
Item 1. Financial Statements
Not applicable.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not applicable.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
3
<PAGE>
PART II
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults on Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
A "NOTICE OF PURCHASE OF AUTO LOANS BY THE MASTER ADMINISTRATOR AND FINAL
PAYMENT TO THE INVESTOR CERTIFICATEHOLDERS OF 7% CERTIFICATES OF NAFCO AUTO
TRUST-2" dated January 19, 1999 has been issued by the Trustee, Bankers
Trust Company. Such notice states that pursuant to Section 11.01(b) of that
certain Amended and Restated Pooling and Servicing Agreement dated as of June
1, 1995 among NAFCO Auto Funding, L.P. (now known as Auto Funding II, L.P.),
as Seller, NAFCO Inc. (now known as NYLIFE SFD Holding, Inc.), as Master
Administrator, American Lenders Facilities, Inc. ("ALFI") as Successor
Servicer, and Bankers Trust Company, as Trustee, that the Master
Administrator will purchase all Auto Loans from NAFCO Auto Trust-2 (the
"Trust") as of January 31, 1999 (the "Purchase Date").
On February 22, 1999, the Master Administrator deposited the aggregate
Principal Balance of all outstanding Auto Loans and all accrued interest
through the Purchase Date into the Trust Collection Account. On such date,
the Distribution Date immediately following the Purchase Date, the Trustee
distributed such amounts in payment of the principal and accrued interest on
the NAFCO Auto Trust-2 Investor Certificates to the Investor
Certificateholders. The distribution to Investor Certificateholders on
February 22, 1999 constituted the final payment of monies due and owing to
Investor Certificateholders pursuant to the Trust.
A "NOTICE OF PURCHASE OF AUTO LOANS BY THE MASTER ADMINISTRATOR AND FINAL
PAYMENT TO THE INVESTOR CERTIFICATEHOLDERS OF 6.5% CERTIFICATES OF NAFCO AUTO
TRUST-3" dated April 16, 1999 has been issued by the Trustee, Bankers Trust
Company. Such notice states that pursuant to Section 11.01 (b) of that
certain Amended and Restated Pooling and Servicing Agreement dated as of
October 1, 1995, among NAFCO Auto Funding, L.P. (now known as Auto Funding
II, L.P.), as Seller, NAFCO Inc. (now known as NYLIFE SFD Holding, Inc.), as
Master Administrator. American Lenders Facilities, Inc. ("ALFI"), as
Successor Servicer, and Bankers Trust Company, as Trustee, that the Master
Administrator will purchase all Auto Loans from NAFCO Auto Trust-3 (the
"Trust") as of April 30, 1999 (the "Purchase Date").
On April 30, 1999, the Master Administrator deposited the aggregate Principal
Balance of all outstanding Auto Loans and all accrued interest through the
Purchase Date into the Trust Collection Account. On May 20, 1999, the
Distribution Date immediately following the Purchase Date, The Trustee
distributed such amounts in payment of the principal and accrued interest on
the NAFCO Auto Trust-3 Investor Certificates to the Investor
Certificateholders. The distribution to Investor Certificateholders on May
20, 1999 constituted the final payment of monies due and owing to Investor
Certificateholders pursuant to the Trust.
This Quarterly Report on Form 10-Q should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following reflects all applicable Exhibits required under Item 601
of Regulation S-K;
(99) Additional Exhibits
4
<PAGE>
(99.2) Trust-3
Master Administrator Report dated (i) May 20, 1999 for the Due
Period beginning on April 1, 1999 and ending on April 30, 1999.
5
<PAGE>
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 on July 28, 1999.
NYLIFE SFD Holding Inc., on behalf of
NAFCO Auto Trust-3
By: NYLIFE Depositary Corporation
General Partner
By: /s/ Kevin M. Micucci
-----------------------------------
Kevin M. Micucci
Principal Executive Officer
By: /s/ Scott J. Drath
-----------------------------------
Scott J. Drath
VP and Controller of the
General Partner
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page #
99.2 Master Administrator Reports 1-13
for Trust-3
<PAGE>
Exhibit 99.2
MASTER ADMINISTRATOR REPORT
---------------------------------------------------------
NAFCO AUTO TRUST - 3
For the May 20, 1999 Distribution Date
For the period beginning on April 1, 1999
and ending on April 30, 1999 (the "Due Period")
-----------------------------------------------------------
The undersigned, a duly authorized officer of NYLIFE SFD Holding Inc.,
as Master Administrator (the "Master Administrator"), pursuant to Section 5.11
of the Amended and Restated Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of October 1, 1995, by and among Auto Funding II,
L.P., as Seller, the Master Administrator, American Lenders Facilties Inc., as
Servicer and Bankers Trust Company, as Trustee, does hereby certify as follows:
1. Capitalized terms used in this Master Administrator Report and
not otherwise defined herein shall have the respective
meanings set forth in the Pooling and Servicing Agreement.
2. NYLIFE SFD Holding Inc. is, as of the date hereof, the Master
Administrator under the Pooling and Servicing Agreement.
3. The undersigned is an Officer of the Master Administrator.
4. The date of this Report is May 18, 1999.
5. POOL FACTOR.
<TABLE>
<S> <C>
(a) The Pool Factor with respect to
April 1, 1999 was ........................................... .09374183
--------------
(b) The Pool Factor with respect to
April 30, 1999 was .......................................... .00000000
--------------
6. INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (BEGINNING
OF DUE PERIOD).
(a) The Investor Certificate Principal Balance as of
April 1, 1999 (after giving effect to the
disbursements in reduction of principal, if any, on
the immediately preceding Distribution Date) was .............. $ 3,095,355.09
--------------
1
<PAGE>
(b) The Seller Certificate Principal Balance as of
April 1, 1999 (after giving effect to the
disbursements in reduction of principal, if any, on
the immediately preceding Distribution Date) was .............. $ 593,803.40
--------------
7. OCCURRENCE OF A REQUIRED RESERVE EVENT
(a) The Delinquency Ratio is................................................ *12.35%
--------------
(b) The Three Month Delinquency Ratio is.................................... *13.33%
--------------
(c) The Gross Loss Ratio is................................................. 18.11%
--------------
(d) The Three Month Gross Loss Ratio is..................................... 13.20%
--------------
(e) The percentage of eligible claims on the ALPI policy not paid
in a timely manner is(*)................................................ *24.44%
--------------
(f) The Required Reserve Percentage is...................................... 10.00%
--------------
(g) * Indicates which Required Reserve Event has occurred.
(*) The percentage of claims on the ALPI policy not paid in a timely manner
includes $417,038.71 of claims which are currently in dispute. Such disputed
claims represent 17.68% of all eligible claims.
SEE ANNEX C.1 FOR RATIO CALCULATIONS.
8. AGGREGATE MONTHLY SERVICING FEE.
(a) The Monthly Servicing Fee owing
to the Servicer on the related
Distribution Date is .......................................... $ 41,756.70
--------------
(b) The amount of accrued and unpaid
Monthly Servicing Fees in respect of
prior Due Periods is .......................................... $ -0-
--------------
(c) The total Monthly Servicing Fee paid or payable to
the Servicer in respect of such Due Period [a+b] is ........... $ 41,756.70
--------------
2
<PAGE>
9. AGGREGATE MONTHLY SUBROGATION AMOUNT.
(a) The Monthly Subrogation Amount
owing on the related Distribution
Date is........................................................ $ -0-
--------------
(b) The amount of accrued and unpaid Monthly Subrogation
Amount in respect of prior
Due Periods is ................................................ $ -0-
--------------
(c) The total Monthly Subrogation Amount paid or payable
to the Master Administrator
in respect of such Due Period [a+b] is ........................ $ -0-
--------------
10. AGGREGATE MONTHLY ADMINISTRATOR FEE.
(a) The Monthly Administrator Fee owing
on the related Distribution Date is ........................... $ 5,535.71
--------------
(b) The amount of accrued and unpaid
Monthly Administrator Fees in respect
of prior Due Periods is........................................ $ -0-
--------------
(c) The total Monthly Administrator Fee paid or payable
to the Master Administrator
in respect of such Due Period [a+b] is ........................ $ 5,535.71
--------------
11. THE CASH RESERVE ACCOUNT.
(a) The Insurance Reserve Amount/The Insurance
Deductible
(i) The Insurance Reserve Amount as
of the first day of the Due Period.................... $ 139,709.03
--------------
(ii) The aggregate Insurance Deductible
deposited by the Seller into the
Cash Reserve Account with respect
to Auto Loans acquired................................ $ -0-
--------------
(iii) The aggregate amount to be withdrawn
from the Insurance Reserve Amount,
deposited into the Collection Account
and applied against the aggregate
amount of the Insurance Deductible.................... $ 419.72
--------------
3
<PAGE>
(iv) The aggregate amount of Monthly
Subrogation Amount to be deposited
into the Insurance Reserve Amount
on the related Deposit Date............................ $ -0-
--------------
(v) The Insurance Reserve Amount as of
the end of the Due Period
is ................................................... $ 139,289.31
--------------
(b) The Available Cash Reserve Amount
(i) The Required Cash Reserve Amount
(assuming all withdrawals or deposits to
be made with respect to the current
Distribution Date are made) is ....................... $ 309,535.51
--------------
(ii) The Available Cash Reserve Amount available
for deposit to the Collection
Account on the related Deposit Date
(prior to any withdrawals or deposits
to be made with respect to the current
Distribution Date are made) is....................... $ 41,062.13
--------------
(iii) The amount to be deposited to (withdrawn
from) the Available Cash Reserve Amount with
respect to the current Distribution Date is .......... $ -0-
--------------
(iv) The amount to be deposited to (withdrawn
from) the Available Cash Reserve Amount with
respect to the current Distribution Date is........... $ -0-
--------------
(v) The Available Cash Reserve Amount
available for deposit to the Collection
Account on the related Deposit Date
(after any withdrawals or deposits to be
made with respect to the current
Distribution Date are made) is........................ $ 41,062.13
--------------
(c) The total Cash Reserve Account as of the end of the
Due Period (after giving effect to the deposits and
withdrawals in (a) and (b) above) is .......................... $ 180,351.44
--------------
4
<PAGE>
12. AVAILABLE FUNDS.
(a) The amount of Available Funds with
respect to the related Due Period was ......................... $ 3,903,380.20
--------------
(b) The amount of Available Funds with respect to the
immediately preceding Due Period that were retained
in the Collection Account was ................................. $ -0-
--------------
(c) Interest earned on and retained in the Collection
Account and interest earned on the Cash Reserve
Account and transferred into the Collection Account
for the Due Period on the related Deposit Date was ............ $ 5,535.71
--------------
(d) Total distributable funds with respect
to the related Due Period [a+b+c] was ......................... $ 3,908,915.91
--------------
(e) The amount of Available Funds used to purchase
additional Auto Loans during the related Due Period was........ $ -0-
--------------
(f) The amount of Available Funds and interest earned on
the Collection Account remaining after the purchase
of additional Auto Loans with respect
to the related Due Period [d-e] is ............................ $ 3,908,915.91
--------------
13. DISBURSEMENTS TO BE MADE ON THE RELATED DISTRIBUTION DATE.
The Certificate Rate is 6.50%.
(a) The amount of the aggregate Monthly
Servicing Fee to be paid to the Servicer
on such Distribution Date is .................................. $ 41,756.70
--------------
(b) The amount of the aggregate Monthly Subrogation
Amount to be paid to the Master Administrator on such
Distribution date is........................................... $ -0-
--------------
(c) The amount of the Monthly Administrator
Fee to be paid to the Master Administrator
on such Distribution Date is .................................. $ 5,535.71
--------------
5
<PAGE>
(d) The amount of the aggregate distribution to be made
on such Distribution Date which constitutes interest
on the Investor Certificates at the Certificate Rate,
including any Shortfall so allocable is ....................... $ 16,766.51
--------------
(e) The amount of the aggregate distribution to be made
on such Distribution Date which constitutes payments
in reduction of principal with respect
to the Investor Certificates is ............................... $ 338,445.50
--------------
(e)(1) Final principal payment to the Investor
Certificateholders pursuant to the purchase of
auto loans by the Master Administrator ........................ $ 2,756,909.59
--------------
(f) The total amount of the distribution
to be made on such Distribution Date
to the Investor Certificateholders [d+e+e(1)] is .............. $ 3,112,121.60
--------------
(g) The amount of the aggregate distribution to be made
on such Distribution Date which constitutes interest
on the Seller Certificate at the Certificate Rate is .......... $ 3,216.44
--------------
(h) The amount of the aggregate distribution to be made
on such Distribution Date which constitutes a
reduction of principal with respect to the Seller
Certificate is ................................................ $ 37,605.06
--------------
(i) The amount to be deposited (withdrawn) in
the Cash Reserve Account is ................................... $ -0-
--------------
(j) The amount to be disbursed to the
Seller Certificateholder (other than the
amounts referred to in (g) and (h) is ......................... $ 708,680.40
--------------
(k) The total amount of the
distribution to be made to the
Seller Certificateholders [g+h+k] is .......................... $ 749,501.90
--------------
6
<PAGE>
14. INVESTOR AND SELLER CERTIFICATE PRINCIPAL BALANCE (END OF DUE
PERIOD).
(a) The Investor Certificate Principal Balance as of
April 30, 1999 (after giving effect to the
disbursements in reduction of principal, if any, on
the immediately preceding Distribution Date) was .............. $ -0-
--------------
(b) The Seller Certificate Principal Balance as of
April 30, 1999 (after giving effect to the
disbursements in reduction of principal, if any, on
the immediately preceding Distribution
Date or the effect of the computation of the
Individual Sold Balance relating to the purchase of
additional Auto Loans during the Interest-Only
Period in accordance with the terms of the
Pooling and Servicing Agreement) was .......................... $ 556,198.34
--------------
</TABLE>
15. EVENTS OF ADMINISTRATOR TERMINATION.
No event has occurred and is continuing which constitutes an
Event of Administrator Termination or would constitute an
Event of Administrator Termination but for the requirement
that notice be given or time elapse or both [except as
disclosed on the attached Annex A].
7
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this certificate this 18th day of May 1999.
NYLIFE SFD Holding Inc.
as Master Administrator
By: /s/ Scott Drath
---------------------
Name: Scott Drath
Title: Vice President
8
<PAGE>
ANNEX A
TO
MASTER ADMINISTRATOR REPORT
DATED May 18, 1999
EVENT OF MASTER ADMINISTRATOR TERMINATION
None
9
<PAGE>
ANNEX B
TO
MASTER ADMINISTRATOR REPORT
DATED May 18, 1999
In addition to the information required by items 4-16 of the Master
Administrator Report the following information is to be included in the report
delivered to Investor Certificateholders pursuant to Section 7.05 of the Pooling
and Servicing Agreement:
1. AGGREGATE PRINCIPAL BALANCE OF PERFORMING ACTIVE LOANS.
As of April 30, 1999 [the close of business on the last day of
the Due Period]
<TABLE>
<CAPTION>
Number of Days Number of Aggregate Principal
Delinquent Auto Loans Balance of Auto Loans
-------------- ---------- ---------------------
<S> <C> <C>
current (0-29) 803 $3,459,590
30 - 59 60 251,229
60 - 89 15 69,335
90 - 119 9 21,006
120 - 179 16 81,411
180 and over 2 (437)
----- ----------
Totals: 905 $3,882,134
=====
Aggregate Principal Balance of Defaulted
Auto Loans at April 30, 1999 3,634,917
----------
</TABLE>
2. TOTAL AMOUNTS COLLECTED DURING THE DUE PERIOD AND DEPOSITED INTO
THE COLLECTION ACCOUNT.
<TABLE>
<S> <C>
(a) The total amount of Payments collected
on the Auto Loans and deposited into the
Collection Account for the Due Period was ..................... $ 3,837,180.73
--------------
(b) The total amount of Recoveries on
Defaulted Auto Loans collected on the
Auto Loans and deposited into the
Collection Account for the Due Period was ..................... $ 65,779.75
--------------
(c) The total amounts collected on the Auto Loans and
deposited into the Collection
Account for the Due Period was [a+b] .......................... $ 3,902,960.48
--------------
</TABLE>
10
<PAGE>
3. DEFAULTED AUTO LOANS.
Auto Loans that became Defaulted Auto Loans during the Due Period:
<TABLE>
<CAPTION>
Number of Aggregate Principal
Auto Loans Balance of Auto Loans
---------- ---------------------
<S> <C>
10 $62,347.26
</TABLE>
4. THE INFORMATION SPECIFIED IN ITEM 13(D) THROUGH (F) STATED ON THE
BASIS OF $1,000 INITIAL PRINCIPAL AMOUNT.
The Certificate Rate is 6.5%
<TABLE>
<S> <C>
(a) The amount of the aggregate distribution to be made on such
Distribution Date which constitutes interest on the Investor
Certificates at the Certificate Rate, including any Shortfall
so allocable stated on the basis of
$1,000 Initial Principal Amount is ............................ $ .507768
--------------
(b) The amount of the aggregate distribution to be made on such
Distribution Date which constitutes payments in reduction of
principal with respect to the Investor Certificate on the
basis of $1,000 Initial Principal Amount is ................... $ 93.741826
--------------
(c) The total amount of the distribution to be made on such
Distribution Date to the Investor Certificateholders on the
basis of $1,000 Initial Principal Amount is ................... $ 94.249594
--------------
</TABLE>
11
<PAGE>
ANNEX C
TO
MASTER ADMINISTRATOR REPORT
DATED May 18, 1999
Calculation of Required Cash Reserve Amount as of the May 20, 1999
Distribution Date.
(i) The Investor Certificate Principal Balance equals
$3,095,355.09
(ii) Required Reserve Percentage equals 10%.
(iii) The Required Cash Reserve Amount equals (the product of (i)
and (ii)) $309,535.51
For purposes of this Annex C, the following term shall have the
following meaning:
"REQUIRED RESERVE PERCENTAGE" MEANS:
(a) for any Payment Date on which there is not an uncured Reserve
Requirement Event, 5%;
(b) if the Three-Month Delinquency Ratio for any Due Period
exceeds 4% (a "Three Month Delinquency Test"), the Required
Reserve Percentage on each succeeding Payment Date shall be
10%; provided, however, that if, for any Due Period following
the third Due Period following the occurrence of a Three Month
Delinquency Test, the Three Month Delinquency Ratio is less
than 4% (a "Three Month Delinquency Cure"), the provisions of
this clause (b) shall no longer apply until another Three
Month Delinquency Test occurs;
(c) if the Delinquency Ratio for any Due Period exceeds 6% (a
"Delinquency Test"), the Required Reserve Percentage on each
succeeding Payment Date shall be 10%; provided, however, that
if, for any Due Period following the third Due Period
following the occurrence of the less than 6% (a "Delinquency
Cure"), the provisions of this clause (c) shall no longer
apply until another Delinquency Test occurs;
(d) if the Gross Loss Ratio for any Due Period exceeds 18% (a
"Loss Test"), the Required Reserve Percentage on each
succeeding Payment Date shall be 10%; provided, however, that
if, for any Due Period following the third Due Period
following the occurrence of the Loss Test, the Three Month
Gross Ratio is less than 18% (a "Loss Cure"), the provisions
12
<PAGE>
of this clause (d) shall no longer apply until another Test
occurs;
(e) if the Three-Month Gross Loss Ratio for any Due Period exceeds
14.5% (a "Three Month Loss Test"), the Required Reserve
Percentage on each succeeding Payment Date shall be 10%;
provided however, that if, for any Due Period following the
occurrence of a Three Month Loss Test, the Three Month Gross
Loss Ratio is less than 14.5% (a "Three Month Loss Cure"), the
provisions of this clause (e) shall no longer apply until
another Three Month Loss Test occurs.
(f) if 20% of more of eligible claims of the Auto Loans Protection
Policy are not paid by the Insurance Companies within the time
specified therein, the Required Reserve Percentage on each
succeeding Payment Date shall be 10% as of the close of
business on the last day of the preceding Due Period;
13
<PAGE>
ANNEX C.1
<TABLE>
<CAPTION>
Ratios
------
<S> <C> <C> <C>
1. DELINQUENCY RATIO:
April Principal Balance 60+ days (net) = 928,577.13 = 12.35%
---------------------------------------- -------------
April Aggregate Principal Balance 7,517,050.61
2. THREE MONTH DELINQUENCY RATIO:
Sum of February - April Principal Balances
60+ days (net) = 3,256,648.11 = 13.33%
---------------------------------------- -------------
Sum of February - April Principal Balances 24,425,744.28
3. GROSS LOSS RATIO:
Twelve times the:
April Principal Balance of Defaulted
Auto Loans repossessed = 113,420.82 = 18.11%
---------------------------------------- -------------
April Aggregate Principal Balance 7,517,050.61
4. THREE MONTH GROSS LOSS RATIO:
Twelve times the:
Sum of February - April Principal Balances
of Defaulted Auto Loans repossessed = 268,705.88 = 13.20%
---------------------------------------- -------------
Sum of February - April Principal Balances 24,425,744.28
5. ALPI CLAIMS PAYMENT TEST:
Aggregate Principal Balance of
ALPI Claims not paid within timeframe = 576,328.67 = 24.44%
---------------------------------------- -------------
Principal Balance of Eligible Claims 2,358,339.17
</TABLE>
