SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File Number 033-70814
FORM 10-K
Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
State of Organization - Delaware
I.R.S. Employer Identification Number - 88-0310100
Principal Executive Offices
655 Maryville Centre Drive
St. Louis, Mo. 63141-5832
Telephone Number: (314) 523-3000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a 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
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 16, 1998 the Registrant was controlled by its General Partner,
Deutsche Floorplan Receivables, Inc., a Nevada corporation.
TABLE OF CONTENTS
PART ITEM
I 1. Business
2. **
3. * Legal Proceedings
4. * Submission of Matters to a Vote of Security Holders
II 5. * Market for Registrant's Common Equity and
Related Stockholder Matters
6. **
7. **
8. **
9. **
III 10. **
11. **
12. **
13. **
IV 14. * Exhibits, Financial Statements, Schedules and
Reports on Form 8-K
Signatures
Exhibit Index
* Item prepared in compliance with Exemption Request Letters of April 25, 1994
and June 30, 1994 as provided in the July 1, 1994 response letter from the
Office of Chief Counsel, Division of Corporate Finance, United States
Securities and Exchange Commission, addressed to Registrant as ITT Floorplan
Receivables, L.P., which name was changed to Deutsche Floorplan
Receivables, L.P.
** Omitted pursuant to Exemption Request Letters noted in previous
[*] footnotes.
PART I
Item 1.
Business.
The Registrant is a limited partnership of which Deutsche Floorplan
Receivables, Inc. (formerly ITT Floorplan Receivables, Inc.), ("DFLP") a
Nevada corporation is the general partner and Deutsche Financial Services
Corporation (formerly ITT Commercial Finance Corp.) ("DFSC") a Nevada
corporation is the limited partner. The Registrant was organized for
limited purposes, which include purchasing of receivables from DFSC and its
affiliates and transferring such receivables to third parties and any
activities incidental to and necessary or convenient for the accomplishment
of such purposes.
In accordance with such business purposes, the Registrant has formed Deutsche
Floorplan Receivables Master Trust, (formerly ITT Floorplan Receivables
Master Trust) ("Trust") pursuant to a Pooling and Servicing Agreement, dated
as of December 1, 1993, as amended and restated as of March 1, 1994 as
further amended as of January 24, 1996 and as amended and restated as of
October 1, 1996, among the Registrant as Seller, DFSC, as Servicer, and The
Chase Manhattan Bank (formerly Chemical Bank), as Trustee.
The Trust assets include receivables generated from time to time in a portfolio
of revolving financing arrangements among DFSC and its affiliates with certain
dealers and manufacturers to finance their inventory and accounts receivables.
The Trust, in turn offers from time to time certificates representing undivided
interests in the assets contained in the Trust. As of December 31, 1998 the
Trust had [$2,031,747,000.00] of such certificates outstanding bearing
identifications as follows:
Floating Rate Asset Backed Certificates, Series 1994-1 aggregating
$1,000,000,000.00
Floating Rate Asset Backed Certificates, Series 1996-1 Class A aggregating
$1,000,000,000.00
Floating Rate Asset Backed Certificates, Series 1996-1 Class B aggregating
$ 31,747,000.00
Total Outstanding
$2,031,747,000.00
Item 3.
Legal Proceedings.*
None
Item 4.
Submission of Matters to a Vote of Security Holders.*
None
PART II
Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters.*
Registrant, on behalf of the Partnership reports that each series of
certificates issued by the trust is held by one (1) registered holder.
There remains outstanding $2,031,747,000.00 of various series of Certificates,
each of which have no principal market.
PART IV
Item 14.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K.*
(a) Financial Statements.
The Partnership includes as exhibits hereto the Annual Accountant's Statement
with respect to all series of Certificates issued and outstanding by Deutsche
Floorplan Receivables Master Trust.
(b) Reports on Form 8-K.
The Partnership has filed reports on Form 8-K for each month commencing
January 1998 and ending December 1998 reporting Item 5. Other Events and
including therewith as an exhibit, the Distribution Date Statement for the
prior month's Collection Period with respect to ( i) the Series 1994-1
Certificates, (ii) the Series 1996-1, Class A Certificates, and (iii)
the Series 1996-1, Class B Certificates, all of which remain issued and
outstanding by Deutsche Floorplan Receivables Master Trust.
In addition, under Item 5. Other Events, the Partnership reported in Form 8-K,
certain specified distributions to Certificateholders made during such month.
Included with each Form 8-K, the Partnership filed as exhibits thereto copies
of the monthly Certificateholders' Statements required for such distributions.
SIGNATURES
Pursuant to the requirements of Section 13 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.
DEUTSCHE FLOORPLAN RECEIVABLES, L.P.
By: Deutsche Floorplan Receivables, Inc.
Its General Partner
By: /s/ Richard H. Schumacher
Richard H. Schumacher
President and Treasurer
March 16, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature/Title Date
/s/ Stephen J. Gentry March 16, 1999
Senior Vice President & Controller
Deutsche Floorplan Receivables, Inc.,
General Partner
/s/ Richard C. Goldman March 16, 1999
Director
Deutsche Floorplan Receivables, Inc.,
General Partner
/s/ C. Don Brown March 17, 1999
Director
Deutsche Floorplan Receivables, Inc.,
General Partner
/s/ Phil Stout March 17, 1999
Director
Deutsche Floorplan Receivables, Inc.,
General Partner
EXHIBIT INDEX
Incorporated by reference to
Exhibit Exhibit in Registration
Number Title Statement Number 333-10943
2 Plan of acquisition, reorganization,
arrangement, liquidation or succession Not Applicable
3 Agreement of Limited Partnership of
Registrant Exhibit 3.1
4 Instruments defining the rights of
security holders, including indentures Exhibits 4.1 & 4.2
9 Voting trust agreements Not Applicable
10 Material Contracts Exhibit 10.1
11 Statement re computation of
per share earnings Not Applicable
12 Statement re computation of ratios Not Applicable
13 Annual report of security holders,
Form 10-Q or quarterly reports
to security holders None
16 Letter re change in certifying
accountant None
18 Letter re changes in accounting
principles None
21 Subsidiaries of Registrant Not Applicable
22 Published report regarding matters
submitted to vote of security holders None
23 Consents of experts and counsel Not Applicable
24 Power of attorney Not Applicable
27 Financial Data Schedule Not Applicable
99 Additional Exhibits Filed Herewith
(i) Accountants' Annual Report As EX-1
Independent Accountants' Report - Attestation on Management's Assertion
About Compliance With the Servicing Requirements of the Deutsche Floorplan
Receivables Master Trust Pooling and Servicing Agreement and Series 1994-1
Supplement and Series 1996-1 Supplement
Deutsche Floorplan Receivables Master Trust
c/o The Chase Manhattan Bank, as Trustee:
Deutsche Financial Services Corporation, as Servicer:
We have examined the accompanying assertion made by management on Deutsche
Financial Services Corporation's (DFSC) compliance, as servicer, with the
servicing requirements in Article III, Sections 3.1, 3.2, 3.4, 3.5, 3.6 and
3.9, and Article IV of the Pooling and Servicing Agreement for the Deutsche
Floorplan Receivables Master Trust dated as of December 1, 1993, amended and
restated as of March 1, 1994, amended as of January 24, 1996, and amended and
restated as of October 1, 1996 (the Agreement), and the applicable provisions
of the Series 1994-1 Supplement dated as of March 1, 1994 and Series 1996-1
Supplement dated as of October 1, 1996 (the Supplements), and among Deutsche
Floorplan Receivables, L.P., as seller; DFSC, as servicer; and The Chase
Manhattan Bank, as Trustee, for the year ended December 31, 1998.
Management is responsible for DFSC' compliance with the aforementioned
sections of the Agreement and the applicable provisions of the Supplements.
Our responsibility is to express an opinion on management's assertion about
DFSC' compliance based upon our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about DFSC' compliance with the
aforementioned sections of the Agreement and the applicable provisions of the
Supplements, and performing such other procedures as we considered necessary
in the circumstances. We believe our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on
DFSC'compliance with the specified sections of the Agreement and the applicable
provisions of the Supplements.
In our opinion, management's assertion that DFSC was in compliance with the
aforementioned sections of the Agreement and the applicable provisions of the
Supplements for the year ended December 31, 1998 is fairly stated, in all
material respects.
/s/ KPMG LLP
St. Louis, Missouri
March 10, 1999
Management Report on Deutsche Financial Services Corporation Compliance,
as Servicer, with the Servicing Requirements of the Deutsche Floorplan
Receivables Master Trust Pooling and Servicing Agreement and
Series 1994-1 Supplement and Series 1996-1 Supplement
Management of Deutsche Financial Services Corporation (DFSC), as Servicer,
is responsible for compliance with the servicing requirements in Article III,
Sections 3.1, 3.2, 3.4, 3.5, 3.6 and 3.9, and Article IV of the Pooling and
Servicing Agreement for the Deutsche Floorplan Receivables Master Trust dated
as of December 1, 1993, amended and restated as of March 1, 1994, amended as
of January 24, 1996, and amended and restated as of October 1, 1996
(the Agreement), and the applicable provisions of the 1994-1 Supplement,
as of March 1, 1994 and Series 1996-1 Supplement dated as of October 1, 1996
(the Supplements), among Deutsche Floorplan Receivables, L.P., as Seller,
and DFS, as servicer, and The Chase Manhattan Bank, as trustee.
Management has performed an evaluation of DFSC' compliance with the
aforementioned sections of the Agreement and the applicable provisions of the
Supplements for the year ended December 31, 1998. Based upon this evaluation,
management believes that, for the year ended December 31, 1998, DFSC, as
servicer, was materially in compliance with the aforementioned sections of
the Agreement and the applicable provisions of the Supplements.
/s/ Naran U. Burchinow
Senior Vice President, General Counsel
March 10, 1999
/s/ Stephen J. Gentry
Senior Vice President, Controller
March 10, 1999
