SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File Number 033-70814-01
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
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
State of Organization - New York
I.R.S. Employer Identification Number - 13-7031011
Principal Executive Offices
c\o The Chase Manhattan Bank
450 W. 33rd Street
New York, NY 10001
Telephone Number: (212) 270-6000
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 a Grantor Trust originated by Deutsche
Floorplan Receivables, L.P., which is controlled by 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 (formerly Deutsche Floorplan Receivables Master Trust) is a
Grantor Trust created by Deutsche Floorplan Receivables, L.P., a limited
purpose partnership ("Partnership") formerly known as ITT Floorplan
Receivables, L.P.
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 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-
PART IV
Item 14.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K.*
(a) Financial Statements.
The Registrant 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.
DISTRIBUTION FINANCIAL SERVICES FLOORPLAN MASTER TRUST
By: 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 and Secretary
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 Articles of Incorporation and By Laws Not Applicable
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
(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
