<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, 1997
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
AFG RECEIVABLES TRUST, 1996-C 33-99536
AFG RECEIVABLES TRUST, 1996-D 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, May 1, 1996 for
Trust 1996-B, August 1, 1996 for Trust 1996-C and November 1, 1996 for Trust
1996-D. 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:
TRUST 1995-A (July, 1 1996 through June 30, 1997)
<TABLE>
<CAPTION>
<S> <C> <C>
Class A Certificate Balance $ 33,913,035
Class A Pass Through Rate 6.15%
Class B Certificate Balance $ 2,260,869
Class B Pass Through Rate 6.45%
Class C Certificate Balance $ 1,507,246
Subordinated Spread Account Balance $ 4,000,471
Distributions Allocable to Principal $ 34,176,309
Distributions Allocable to Interest $ 10,608,872
Servicing Fees Paid or accrued to Servicer $ 1,927,847
Net Losses $ 4,524,928
Net Liquidation Proceeds Received $ 4,236,273
Number of Charged off Accounts 1,119
Gross Principal Balance of Liquidated Accounts $ 10,091,417
Recoveries of Previously Liquidated Contracts $ 1,330,216
Average Annualized Net Loss Ratio 7.99%
Number of Accounts in Repossession as of
June 30, 1997 64
Number of Dollar
Contracts Amount
--------- ------
Average Delinquency Ratios
30-59 Days Delinquent 1.76% 1.83%
60-89 Days Delinquent .00% .00%
90 Days and Over .00% .00%
</TABLE>
Page 1
<PAGE> 3
ITEM 2. (continued) PROPERTIES
TRUST 1996-A (July 1, 1996 through June 30, 1997)
<TABLE>
<CAPTION>
<S> <C> <C>
Class A Certificate Balance $ 17,186,175
Class A Pass Through Rate 5.45%
Class B Certificate Balance $ 1,145,745
Class B Pass Through Rate 5.80%
Class C Certificate Balance $ 763,830
Subordinated Spread Account Balance $ 1,600,232
Distributions Allocable to Principal $ 15,026,581
Distributions Allocable to Interest $ 5,091,094
Servicing Fees Paid or accrued to Servicer $ 932,401
Net Losses $ 2,812,372
Net Liquidation Proceeds Received $ 2,369,752
Number of Charged off Accounts 578
Gross Principal Balance of Liquidated Accounts $ 5,798,887
Recoveries of Previously Liquidated Contracts $ 616,763
Average Annualized Net Loss Ratio 10.30%
Number of Accounts in Repossession as of
June 30, 1997 41
Number of Dollar
Contracts Amount
--------- ------
Average Delinquency Ratios
30-59 Days Delinquent 2.04% 2.10%
60-89 Days Delinquent .00% .00%
90 Days and Over .00% .00%
<CAPTION>
TRUST 1996-B (July 1, 1996 through June 30, 1997)
<CAPTION>
<S> <C> <C>
Class A Certificate Balance $ 24,536,178
Class A Pass Through Rate 6.60%
Class B Certificate Balance $ 1,378,437
Class B Pass Through Rate 7.05%
Class C Certificate Balance $ 1,654,124
Subordinated Spread Account Balance $ 1,928,958
Distributions Allocable to Principal $ 19,906,944
Distributions Allocable to Interest $ 7,101,958
Servicing Fees Paid or accrued to Servicer $ 1,325,435
Net Losses $ 4,267,008
Net Liquidation Proceeds Received $ 3,885,566
Number of Charged off Accounts 828
Gross Principal Balance of Liquidated Accounts $ 8,790,880
Recoveries of Previously Liquidated Contracts $ 638,306
Average Annualized Net Loss Ratio 11.21%
Number of Accounts in Repossession as of
June 30, 1997 51
Number of Dollar
Contracts Amount
--------- ------
Average Delinquency Ratios
30-59 Days Delinquent 1.89% 1.96%
60-89 Days Delinquent .00% .00%
90 Days and over .00% .00%
</TABLE>
Page 2
<PAGE> 4
ITEM 2. (continued) PROPERTIES
TRUST 1996-C (August 1, 1996 through June 30, 1997)
<TABLE>
<CAPTION>
<S> <C> <C>
Class A Certificate Balance $ 34,848,150
Class A Pass Through Rate 6.45%
Class B Certificate Balance $ 1,957,761
Class B Pass Through Rate 6.95%
Class C Certificate Balance $ 2,349,313
Subordinated Spread Account Balance $ 2,489,279
Distributions Allocable to Principal $ 20,853,721
Distributions Allocable to Interest $ 8,670,981
Servicing Fees Paid or accrued to Servicer $ 1,630,687
Net Losses $ 4,351,645
Net Liquidation Proceeds Received $ 3,827,626
Number of Charged off Accounts 801
Gross Principal Balance of Liquidated Accounts $ 8,750,535
Recoveries of Previously Liquidated Contracts $ 571,264
Average Annualized Net Loss Ratio 9.47%
Number of Accounts in Repossession as of
June 30, 1997 78
Number of Dollar
Contracts Amount
--------- ------
Average Delinquency Ratios
30-59 Days Delinquent 2.21% 2.21%
60-89 Days Delinquent .00% .00%
90 Days and over .00% .00%
<CAPTION>
TRUST 1996-D (November 1, 1996 through June 30, 1997)
<S> <C> <C>
Class A Certificate Balance $ 50,063,251
Class A Pass Through Rate 6.10%
Class B Certificate Balance $ 2,812,542
Class B Pass Through Rate 6.65%
Class C Certificate Balance $ 3,375,051
Subordinated Spread Account Balance $ 2,199,292
Distributions Allocable to Principal $ 18,757,219
Distributions Allocable to Interest $ 8,259,320
Servicing Fees Paid or accrued to Servicer $ 1,576,817
Net Losses $ 4,590,038
Net Liquidation Proceeds Received $ 3,560,646
Number of Charged off Accounts 742
Gross Principal Balance of Liquidated Accounts $ 8,557,218
Recoveries of Previously Liquidated Contracts $ 406,535
Average Annualized Net Loss Ratio 10.36%
Number of Accounts in Repossession as of
June 30, 1997 90
Number of Dollar
Contracts Amount
--------- ------
Average Delinquency Ratios
30-59 Days Delinquent 2.38% 2.38%
60-89 Days Delinquent .00% .00%
90 Days and over .00% .00%
Page 3
</TABLE>
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' 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 11
and 1 holders of record for the Class A and Class B Certificates, respectively,
of Trust 1996-B. There was 1 holder of record for both the Class A and Class B
Certificates of Trust 1996-C. There were 4 and 1 holders of record for the Class
A and Class B Certificates, respectively, of Trust 1996-D.
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 $ 13,304 39%
6.15% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Fleet Bank of MA, N.A. $ 3,391 10%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
</TABLE>
Page 4
<PAGE> 5
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 Northern Trust Co. $ 2,430 7%
6.15% Asset Backed 801 S. Canal
Certificates, Class A Chicago, IL 60607
(continued)
UMB Bank, N.A. $ 8,289 24%
P.O. Box 419260
Kansas City, MO 64141
First Trust NA $ 2,449 7%
c/o Proxy Services
71 Executive Blvd
Farmingdale, NY 11735
Trust 1995-A Investors Fiduciary Trust Co. $ 2,261 100%
6.45% Asset Backed P.O. Box 1631
Certificates, Class B Boston, MA 02105
Trust 1996-A Bank of New York $12,413 72%
5.45% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Chase Manhattan Bank NA $ 4,773 28%
1 Chase Manhattan Plaza
New York, NY 10081
Trust 1996-A Brown Brothers Harriman $ 1,146 100%
5.80% Asset Backed 63 Wall Street, 8th Floor
Certificates, Class B New York, NY 10005
Trust 1996-B Bank of New York $13,961 57%
6.60% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Bank of America Trust $ 1,659 7%
555 S. Flower Street
Los Angeles, CA 90071
Chase Manhattan Bank, N.A. $ 6,508 26%
One Chase Manhattan Plaza
New York, NY 10081
Trust 1996-B Investors Fiduciary Co. $ 1,378 100%
7.05% Asset Backed P.O. Box 1631
Certificates, Class B Boston, MA 02105
</TABLE>
Page 5
<PAGE> 6
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-C Bank of New York $ 34,848 100%
6.45% Asset Backed 925 Patterson Plank Rd.
Certificates, Class A Secaucus, NJ 07094
Trust 1996-C Northern Trust Co. $ 1,957 100%
6.95% Asset Backed 801 S. Canal
Certificates, Class B Chicago, IL 60607
Trust 1996-D Bank of New York $ 21,373 43%
6.10% Asset Backed 925 Patterson Plank Rd.
Certificates, Class A Secaucus, NJ 07094
BankBoston, N.A. $ 20,248 40%
150 Royal Street
Canton, MA 02021
National City Bank $ 6,637 13%
1900 East 9th Street
Cleveland, OH 44114
Trust 1996-D Northern Trust Co. $ 2,812 100%
6.65% Asset Backed 801 S. Canal
Certificates, Class B Chicago, IL 60607
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
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.
Page 6
<PAGE> 7
<TABLE>
<CAPTION>
ITEM 14. (continued)
(a) (3) EXHIBITS
Designation Description Method of Filing
<S> <C> <C>
Exhibit 19.1 Monthly Servicing Report- Filed as Exhibit 20 to
for the period July 1- AFG Receivables Corp.
to July 31, 1996 Current Report on Form
8-K dated August 26,
1996 and incorporated
herein by reference
Exhibit 19.2 Monthly Servicing Report - Filed as Exhibit 20 to
for the period August 1- AFG Receivables Corp.
to August 31, 1996 Current Report on Form
8-K dated September 23,
1996 and incorporated
herein by reference.
Exhibit 19.3 Monthly Servicing Report - Filed as Exhibit 20 to
for the period September 1- AFG Receivables Corp.
to September 30, 1996 Current Report on Form
8-K dated October 24,
1996 and incorporated
herein by reference.
Exhibit 19.4 Monthly Servicing Report - Filed as Exhibit 20 to
for the period October 1- AFG Receivables Corp.
to October 31, 1996 Current Report on Form
8-K dated November 25,
1996 and incorporated
herein by reference.
Exhibit 19.5 Monthly Servicing Report - Filed as Exhibit 20 to
for the period November 1- AFG Receivables Corp.
to November 30, 1996 Current Report on Form
8-K dated December 20,
1996 and incorporated
herein by reference..
Exhibit 19.6 Monthly Servicing Report - Filed as Exhibit 20 to
for the period December 1- AFG Receivables Corp.
to December 31, 1996 Current Report on Form
8-K dated January 24,
1997 and incorporated
herein by reference.
Exhibit 19.7 Monthly Servicing Report - Filed as Exhibit 20 to
for the period January 1- AFG Receivables Corp.
to January 31, 1997 Current Report on Form
8-K dated February 25,
1997 and incorporated
herein by reference.
</TABLE>
Page 7
<PAGE> 8
<TABLE>
ITEM 14. (continued)
<CAPTION>
Designation Description Method of Filing
<S> <C> <C>
Exhibit 19.8 Monthly Servicing Report - Filed as Exhibit 20 to
for the period February 1- AFG Receivables Corp.
to February 28, 1997 Current Report on Form
8-K dated March 25,
1997 and incorporated
herein by reference.
Exhibit 19.9 Monthly Servicing Report - Filed as Exhibit 20 to
for the period March 1- AFG Receivables Corp.
to March 31, 1997 Current Report on Form
8-K dated April 25,
1997 and incorporated
herein by reference
Exhibit 19.10 Monthly Servicing Report - Filed as Exhibit 20 to
for the period April 1- AFG Receivables Corp.
to April 30, 1997 Current Report on Form
8-K dated May 23,
1997 and incorporated
herein by reference
Exhibit 19.11 Monthly Servicing Report - Filed as Exhibit 20 to
for the period May 1- AFG Receivables Corp.
to May 31, 1997 Current Report on Form
8-K dated June 17,
1997 and incorporated
herein by reference
Exhibit 19.12 Monthly Servicing Report - Filed as Exhibit 20 to
for the period June 1- AFG Receivables Corp.
to June 30, 1997 Current Report on Form
8-K dated July 29,
1997 and incorporated
herein by reference
Exhibit 99.1 Officers Certificate dated as Filed with this report.
of June 30, 1997
Exhibit 99.2 Report of Independent Filed with this report.
Accountants on internal
control over securitized
receivables.
</TABLE>
Page 8
<PAGE> 9
<TABLE>
<CAPTION>
ITEM 14. (continued)
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 25, 1997 AFG Receivables Trust, 1995-A
AFG Receivables Trust, 1996-A
AFG Receivables Trust, 1996-B
AFG Receivables Trust, 1996-C
AFG Receivables Trust, 1996-D
By: AutoFinance Group, Inc., as servicer
By: /s/ Thomas R. Blend
--------------------------------
Name: Thomas R. Blend
Title: Vice President, Chief Accounting Officer
Page 9
<PAGE> 1
[AUTOFINANCE GROUP, INC. LOGO]
Exhibit 99.1
June 30, 1997
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 AFG 1995-A Grantor Trust, AFG 1996-A Grantor Trust, AFG 1996-B
Grantor Trust, AFG 1996-C Grantor Trust, and AFG 1996-D Grantor Trust.
AutoFinance Group, Inc., as Servicer, I hereby certify:
1. A review of the activities of the Servicer during the period from
July 1, 1996 or from the initial issuance of the Certificates, which
ever is later, to June 30, 1997, 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
Chief Accounting Officer
601 Oakmont Lane - Suite 110 - Westmont, Illinois 60559-5549
(708)655 7100 Voice No. (800)877 2860 Dealer Fax (800)347 2311
<PAGE> 1
[ERNST & YOUNG LLP LETTERHEAD]
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, 1997 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, 1997, 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."
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
August 1, 1997
<PAGE> 1
Exhibit 99.3
MANAGEMENT REPORT ON INTERNAL CONTROL OVER
SERVICING OF SECURITIZED RECEIVABLES
August 1, 1997
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, 1997, 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, 1997, its system of internal control over servicing of
securitized receivables met those criteria.
/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
601 Oakmont Lane - Suite 110 - Westmont, Illinois 60559-5549
(708)655 7100 Voice No. (800)877 2860 Dealer Fax (800)347 2311
