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, 1999
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 15, 2000 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, and as amended and restated as of June 1, 1999
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, 1999 the
Trust had no certificates outstanding which previously bore identifications
as follows:
Floating Rate Asset Backed Certificates, Series 1994-1 aggregating $-0-
Floating Rate Asset Backed Certificates, Series 1996-1 Class A aggregating $-0-
Floating Rate Asset Backed Certificates, Series 1996-1 Class B aggregating $-0-
Total Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . $-0-
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 $-0- 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
Distribution Financial Services Floorplan Master Trust.
(b) Reports on Form 8-K.
The Partnership has filed reports on Form 8-K for each month commencing
January 1999 and ending December 1999 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 are no longer
outstanding by Distribution Financial Services Floorplan 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/ Stephen J. Gentry
Senior Vice President and Controller
March 14, 2000
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 14, 2000
Senior Vice President & Controller
Deutsche Floorplan Receivables, Inc.,
General Partner
/s/ Richard C. Goldman March 14, 2000
Senior Vice President & Secretary
Director
Deutsche Floorplan Receivables, Inc.,
General Partner
/s/ C. Don Brown March 22, 2000
Director
Deutsche Floorplan Receivables, Inc.,
General Partner
/s/ Phil Stout March 22, 2000
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 None
accountant
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
(ii) Management's Report on Compliance
Independent Accountants' Report -
Attestation on Management's Assertion About Compliance With
The Servicing Requirements of the Distribution Financial Services
Floorplan Master Trust Pooling and Servicing Agreement and
Series 1994-1 Supplement, Series 1996-1 Supplement,
and Series 1999-1 Supplement
Distribution Financial Services Floorplan 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 (DFS) 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 Distribution Financial
Services Floorplan Master Trust dated December 1, 1993, amended
and restated as of March 1, 1994, amended as of January 24, 1996,
amended and restated as of October 1, 1996, and amended and
restated as of June 1, 1999 (the Agreement), and the applicable
provisions of the Series 1994-1 Supplement dated as of March 1,
1994, the Series 1996-1 Supplement dated as of October 1, 1996,
and the Series 1999-1 Supplement dated as of October 29, 1999,
and Amendment No. 1 to the amended and restated Series 1999-1
Supplement dated as of November 23, 1999 (the Supplements), among
Deutsche Floorplan Receivables, L.P., as seller; DFS, as servicer;
and The Chase Manhattan Bank, as Trustee, for the year ended
December 31, 1999. Management is responsible for DFS' 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 DFS'
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
DFS' 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 that our examination provides a
reasonable basis for our opinion. Our examination does not
provide a legal determination on DFS' compliance with the
specified sections of the Agreement and the applicable provisions
of the Supplements.
In our opinion, management's assertion that DFS was in compliance
with the aforementioned sections of the Agreement and the
applicable provisions of the Supplements for the year ended
December 31, 1999 is fairly stated, in all material respects.
By: KPMG LLP
10 South Broadway - Suite 900
St. Louis, MO 63102-1761
Date: March 3, 2000
Management Report on Deutsche Financial Services Corporation
Compliance, as Servicer, with the Servicing Requirements of the
Distribution Financial Services Floorplan Master Trust Pooling and
Servicing Agreement and Series 1994-1 Supplement, Series 1996-1
Supplement, and Series 1999-1 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
Distribution Financial Services Floorplan Master Trust dated as of
December 1, 1993, amended and restated as of March 1, 1994,
amended as of January 24, 1996, amended and restated as of
October 1, 1996, and amended and restated as of June 1, 1999 (the
Agreement), and the applicable provisions of the Series 1994-1
Supplement dated as of March 1, 1994, Series 1996-1 Supplement
dated as of October 1, 1996, the amended and restated Series
1999-1 Supplement dated as of October 29, 1999, and Amendment No.
1 to the amended and restated Series 1999-1 Supplement dated as of
November 23, 1999 (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,
1999. Based upon this evaluation, management believes that, for
the year ended December 31, 1999, DFSC, as servicer, was in
compliance with the aforementioned sections of the Agreement and
the applicable provisions of the Supplements in all material
respects.
/s/ Richard C. Goldman
Senior Vice President, Secretary and Chief Legal Officer
January 21, 2000
/s/ Stephen J. Gentry
Senior Vice President, Controller
January 21, 2000
