<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE YEAR ENDED JUNE 30, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .
----------- ----------
AFG RECEIVABLES TRUST, 1995-A 33-82064
AFG RECEIVABLES TRUST, 1996-A 33-99536
AFG RECEIVABLES TRUST, 1996-B 33-99536
------------------------------------- ---------
Exact Name of registrant as specified Commission
in its charter file number
California 36-3792182
--------------------------------- -----------
State or other jurisdiction of IRS Employer
incorporation or organization Identification Number
Oakmont Circle 1, 601 Oakmont Lane
Westmont, Illinois 60559-5549
----------------------------------
(Address of Principal Executive Office)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(c) 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 last 90 days. X Yes 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 herein, to
the best of the 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}
<PAGE> 2
PART I.
ITEM 1. BUSINESS
Each Trust was formed pursuant to a Pooling and Servicing Agreement between AFG
Receivables Corporation as Seller, AutoFinance Group, Inc., as Servicer, and The
Chase Manhattan Bank (formerly known as Chemical Bank) as Trustee dated November
1, 1995 for Trust 1995-A, February 1, 1996 for Trust 1996-A and May 1, 1996 for
Trust 1996-B. The Trusts have each issued asset backed certificates. The Trusts
include retail installment contracts secured by new and used automobiles and
light trucks.
ITEM 2. PROPERTIES
The following table sets forth the aggregate information for the respective
Trusts for the period indicated:
<TABLE>
<CAPTION>
TRUST 1995-A (November, 1 1995 through June 30, 1996)
<S> <C>
Class A Certificate Balance $64,671,713
Class A Pass Through Rate 6.15%
Class B Certificate Balance $ 4,311,448
Class B Pass Through Rate 6.45%
Class C Certificate Balance $ 2,874,298
Subordinated Spread Account Balance $ 3,939,617
Distributions Allocable to Principal $28,154,326
Distributions Allocable to Interest $11,214,094
Servicing Fees Paid or accrued to Servicer $ 2,055,681
Net Losses $ 4,475,050
Net Liquidation Proceeds Received $ 4,509,648
Number of Charged off Accounts 852
Gross Principal Balance of Liquidated Accounts $ 9,376,132
Recoveries of Previously Liquidated Contracts $ 391,434
Average Annualized Net Loss Ratio 7.62%
Number of Accounts in Repossession as of
June 30, 1996 110
</TABLE>
<TABLE>
<CAPTION>
Number of Dollar
Contracts Amount
--------- ------
<S> <C> <C>
Average Delinquency Ratios
30-59 Days Delinquent .83% .85%
60-89 Days Delinquent .00% .00%
90 Days and Over .00% .00%
</TABLE>
Page 1
<PAGE> 3
ITEM 2. (continued) PROPERTIES
<TABLE>
<CAPTION>
TRUST 1996-A (February 1, 1996 through June 30, 1996)
<S> <C>
Class A Certificate Balance $30,710,098
Class A Pass Through Rate 5.45%
Class B Certificate Balance $ 2,047,340
Class B Pass Through Rate 5.80%
Class C Certificate Balance $ 1,364,893
Subordinated Spread Account Balance $ 1,439,802
Distributions Allocable to Principal $ 5,883,479
Distributions Allocable to Interest $ 2,991,148
Servicing Fees Paid or accrued to Servicer $ 552,043
Net Losses $ 958,750
Net Liquidation Proceeds Received $ 917,196
Number of Charged off Accounts 165
Gross Principal Balance of Liquidated Accounts $ 1,894,044
Recoveries of Previously Liquidated Contracts $ 18,097
Average Annualized Net Loss Ratio 6.08%
Number of Accounts in Repossession as of
June 30, 1996 73
</TABLE>
<TABLE>
<CAPTION>
Number of Dollar
Contracts Amount
--------- ------
<S> <C> <C>
Average Delinquency Ratios
30-59 Days Delinquent .81% .79%
60-89 Days Delinquent .00% .00%
90 Days and Over .00% .00%
</TABLE>
<TABLE>
<CAPTION>
TRUST 1996-B (May 1, 1996 through June 30, 1996)
<S> <C>
Class A Certificate Balance $42,253,358
Class A Pass Through Rate 6.60%
Class B Certificate Balance $ 2,373,784
Class B Pass Through Rate 7.05%
Class C Certificate Balance $ 2,848,541
Subordinated Spread Account Balance $ 722,771
Distributions Allocable to Principal $ 2,534,721
Distributions Allocable to Interest $ 1,468,713
Servicing Fees Paid or accrued to Servicer $ 288,765
Net Losses $ 384,312
Net Liquidation Proceeds Received $ 286,551
Number of Charged off Accounts 52
Gross Principal Balance of Liquidated Accounts $ 670,863
Recoveries of Previously Liquidated Contracts $0
Average Annualized Net Loss Ratio 4.66%
Number of Accounts in Repossession as of
June 30, 1996 80
</TABLE>
<TABLE>
<CAPTION>
Number of Dollar
Contracts Amount
--------- ------
<S> <C> <C>
Average Delinquency Ratios
30-59 Days Delinquent 1.29% 1.28%
60-89 Days Delinquent .00% .00%
90 Days and over .00% .00%
</TABLE>
Page 2
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ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
There were 21 and 1 holders of record for the Class A and Class B Certificates,
respectively, of Trust 1995-A. There were 2 and 1 holders of record for the
Class A and Class B Certificates, respectively, of Trust 1996-A. There were 16
and 1 holders of record for the Class A and Class B Certificates, respectively,
of Trust 1996-B.
There is no established public trading market for any of the certificates.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Nothing to report.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
--------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1995-A Bank of New York $20,520 32%
6.15% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Bank One Trust Company $15,807 24%
30 West Spring Street
Columbus, OH 43266
Boston Safe Deposit and $ 7,680 12%
Trust Company
c/o Mellon Bank NA
Three Mellon Bank Center
Pittsburgh, PA 15259
</TABLE>
Page 3
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ITEM 12. (continued)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ------------------------ ----------
<S> <C> <C> <C>
Trust 1995-A Morgan Guaranty Trust $ 6,825 11%
6.15% Asset Backed Co., of New York
Certificates, Class A 37 Wall Street 16th Floor
(continued) New York, NY 10260
Northern Trust Co. $ 4,634 7%
801 S. Canal
Chicago, IL 60607
First Trust NA $ 4,670 7%
c/o Proxy Services
71 Executive Blvd
Farmingdale, NY 11735
Trust 1995-A CS First Boston Corp. $ 4,311 100%
6.45% Asset Backed c/o ADP Proxy Services
Certificates, Class B 51 Mercedes Way
Englewood, NY 11717
Trust 1996-A Bank of New York $ 22,181 72%
5.45% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Chase Manhattan Bank NA $ 8,529 28%
1 Chase Manhattan Plaza
New York, NY 10081
Trust 1996-A Brown Brothers Harriman $ 2,047 100%
5.80% Asset Backed 63 Wall Street, 8th Floor
Certificates, Class B New York, NY 10005
Trust 1996-B Bank of New York $ 24,041 57%
6.60% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Chemical Bank $ 5,696 13%
Auto Settle Dept
4 New York Plaza
New York, NY 10004
CS First Boston $ 2,856 7%
c/o ADP Proxy Services
51 Mercedes Way
Englewood, NY 11717
</TABLE>
Page 4
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ITEM 12. (continued)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- ---------------------- ---------------------- ---------
<S> <C> <C> <C>
Trust 1996-B M & I Marshall & Ilsley $ 2,848 7%
6.60% Asset Backed Bank
Certificates, Class A Marshall & Ilsley Trust
(continued) 1000 N Water Street
P.O. Box 2977
Milwaukee, WI 53202
Trust 1996-B CS First Boston Corp. $ 2,373 100%
7.05% Asset Backed c/o ADP Proxy Services
Certificates, Class B 51 Mercedes Way
Englewood, NY 11717
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
<TABLE>
<S> <C>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) FINANCIAL STATEMENTS
Not applicable.
(a) (2) FINANCIAL STATEMENT SCHEDULES
Not applicable.
(a) (3) EXHIBITS
Designation Description Method of Filing
Exhibit 19.1 Monthly Servicing Report - Filed as Exhibit 20 to
for the period November 1- AFG Receivables Corp.
to November 30, 1995 Current Report on Form
8-K dated December 29,
1995 and incorporated
herein by reference
Exhibit 19.2 Monthly Servicing Report - Filed as Exhibit 20 to
for the period December 1- AFG Receivables Corp.
to December 31, 1995 Current Report on Form
8-K dated January 23,
1996 and incorporated
herein by reference.
</TABLE>
Page 5
<PAGE> 7
ITEM 14. (continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
<S> <C> <C>
Exhibit 19.3 Monthly Servicing Report - Filed as Exhibit 20 to
for the period January 1- AFG Receivables Corp.
to January 31, 1996 Current Report on Form
8-K dated February 26,
1996 and incorporated
herein by reference.
Exhibit 19.4 Monthly Servicing Report - Filed as Exhibit 20 to
for the period February 1- AFG Receivables Corp.
to February 29, 1996 Current Report on Form
8-K dated March 22,
1996 and incorporated
herein by reference.
Exhibit 19.5 Monthly Servicing Report - Filed as Exhibit 20 to
for the period March 1- AFG Receivables Corp.
to March 31, 1996 Current Report on Form
8-K dated April 25,
1996 and incorporated
herein by reference..
Exhibit 19.6 Monthly Servicing Report - Filed as Exhibit 20 to
for the period April 1- AFG Receivables Corp.
to April 30, 1996 Current Report on Form
8-K dated May 29,
1996 and incorporated
herein by reference.
Exhibit 19.7 Monthly Servicing Report - Filed as Exhibit 20 to
for the period May 1- AFG Receivables Corp.
to May 31, 1996 Current Report on Form
8-K dated June 24,
1996 and incorporated
herein by reference.
Exhibit 19.8 Monthly Servicing Report - Filed as Exhibit 20 to
for the period June 1- AFG Receivables Corp.
to June 30, 1996 Current Report on Form
8-K dated July 24,
1996 and incorporated
herein by reference.
Exhibit 99.1 Officers Certificate dated as Filed with this report.
of June 30, 1996
Exhibit 99.2 Report of Independent Filed with this report.
Accountants on internal
control over securitized
receivables.
</TABLE>
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ITEM 14. (continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
<S> <C> <C>
Exhibit 99.3 Management's Report on Filed with this report
Internal Control over
Securitized Receivables
</TABLE>
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.
Date: September 23, 1996 AFG Receivables Trust, 1995-A
AFG Receivables Trust, 1996-A
AFG Receivables Trust, 1996-B
By: AutoFinance Group, Inc., as servicer
By: /s/ Thomas R. Blend
Name: Thomas R. Blend
Title: Vice President, Chief Accounting
Officer
Page 7
<PAGE> 1
Exhibit 99.1
[AFG LETTERHEAD]
AutoFinance Group, Inc.
A KeyCorp subsidiary
June 30, 1996
The Chase Manhattan Bank
Corporate Trust Office
Chase Manhattan Bank, Trustee
450 W. 33rd Street, 14th Floor
New York, NY 10001
Attention: Marcus Gustafson
In accordance with Section 13.10 of the Standard Terms and Conditions of
Agreement for the AFG 1995-A Grantor Trust, AFG 1996-A Grantor Trust, and the
AFG 1996-B Grantor Trust. AutoFinance Group, Inc., as Servicer, I hereby
certify:
1. A review of the activities of the Servicer during the period
from November 1, 1995 or from the initial issuance of the
Certificates, which ever is later, to June 30, 1996, and of
its performance under the Agreement has been made under my
supervision, and
2. To the best of my knowledge, based on such review, the
Servicer has fulfilled all its obligations under the
Agreements during such period.
Sincerely,
/s/ Thomas R. Blend
Thomas R. Blend
Controller
cc: Standard & Poors Corporation
Moody's Investor Service
Fitch Investor Services
First Boston Corporation
<PAGE> 1
Exhibit 99.2
Report of Independent Accountants
To the Board of Directors of
AutoFinance Group, Inc.
We have examined management's assertion that, as of June 30, 1996, the internal
control system over servicing securitized receivables of AFG Receivables, Inc.
by AutoFinance Group, Inc. met the criteria for effective internal control
described in "Internal Control - Integrated Framework," issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Management's assertion
is included in the accompanying Management Report on Internal Control over
Servicing of Securitized Receivables.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control structure over servicing of
securitized receivables, testing and evaluating the design and operating
effectiveness of the internal control structure over servicing of securitized
receivables, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.
Because of the inherent limitations in any system of internal accounting
control, errors or irregularities may occur and not be detected. Also,
projections of evaluations of the internal control structure over servicing of
receivables to future periods are subject to the risk that the internal control
structure may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assertion that, as of June 30, 1996, the internal
control system over servicing of securitized receivables of AFG Receivables,
Inc. by AutoFinance Group, Inc. met the criteria for effective internal control
described in "Internal Control - Integrated Framework," issued by the Committee
of Sponsoring Organizations of the Treadway Commission is fairly stated, in all
material respects, based upon criteria established in "Internal Control -
Integrated Framework."
ERNST & YOUNG LLP
August 27, 1996
Chicago, Illinois
<PAGE> 1
EXHIBIT 99.3
MANAGEMENT REPORT ON INTERNAL CONTROL OVER
SERVICING OF SECURITIZED RECEIVABLES
AutoFinance Group, Inc. maintains a system of internal control over servicing of
securitized receivables, which is designed to provide reasonable assurance
regarding the proper servicing of securitized receivables activity and balances.
The system contains self-monitoring mechanisms, and actions are taken to correct
deficiencies as they are identified. Even an effective internal control system,
no matter how well designed, has inherent limitations -- including the
possibility of the circumvention of overriding controls -- and therefore can
provide only reasonable assurance with respect to servicing of securitized
receivables. Further, because of changes in conditions, internal control system
effectiveness may vary over time.
AutoFinance Group, Inc. management assessed its internal control system over
servicing of securitized receivables, as of June 30, 1996, in relation to
criteria for effective internal control described in "Internal Control -
Integrated Framework," issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this assessment, AutoFinance Group, Inc.
believes that, as of June 30, 1996, its system of internal control over
servicing of securitized receivables met those criteria.
AUTOFINANCE GROUP, INC.
/s/ A. E. Steinhaus
- -------------------------------------
A. E. Steinhaus
President and Chief Executive Officer
/s/ Blair T. Nance
- -------------------------------------
Blair T. Nance
Chief Financial Officer
/s/ Thomas R. Blend
- -------------------------------------
Thomas R. Blend
Chief Accounting Officer
