<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, 1998
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. (now known as Key
Bank USA, National Association) 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, 1997 through June 30, 1998)
<TABLE>
<S> <C>
Class A Certificate Balance $14,655,917
Class A Pass Through Rate 6.15%
Class B Certificate Balance $ 977,061
Class B Pass Through Rate 6.45%
Class C Certificate Balance $ 651,374
Subordinated Spread Account Balance $ 2,000,236
Distributions Allocable to Principal $21,396,798
Distributions Allocable to Interest $ 5,177,011
Servicing Fees Paid or accrued to Servicer $ 944,806
Net Losses $ 1,833,653
Net Liquidation Proceeds Received $ 1,220,160
Number of Charged off Accounts 577
Gross Principal Balance of Liquidated Accounts $ 4,054,456
Recoveries of Previously Liquidated Contracts $ 1,000,643
Average Annualized Net Loss Ratio 6.29%
Number of Accounts in Repossession as of
June 30, 1998 34
</TABLE>
<TABLE>
<CAPTION>
Number of Dollar
Contracts Amount
--------- ------
<S> <C> <C>
Average Delinquency Ratios
30-59 Days Delinquent 2.58% 2.50%
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, 1997 through June 30, 1998)
<TABLE>
<S> <C>
Class A Certificate Balance $ 9,235,238
Class A Pass Through Rate 5.45%
Class B Certificate Balance $ 554,114
Class B Pass Through Rate 5.80%
Class C Certificate Balance $ 369,410
Subordinated Spread Account Balance $ 923,524
Distributions Allocable to Principal $ 9,860,512
Distributions Allocable to Interest $ 2,721,926
Servicing Fees Paid or accrued to Servicer $ 494,515
Net Losses $ 1,103,556
Net Liquidation Proceeds Received $ 770,049
Number of Charged off Accounts 293
Gross Principal Balance of Liquidated Accounts $ 2,316,497
Recoveries of Previously Liquidated Contracts $ 442,892
Average Annualized Net Loss Ratio 7.17%
Number of Accounts in Repossession as of
June 30, 1998 17
</TABLE>
<TABLE>
<CAPTION>
Number of Dollar
Contracts Amount
--------- ------
<S> <C> <C>
Average Delinquency Ratios
30-59 Days Delinquent 2.77% 2.76%
60-89 Days Delinquent .00% .00%
90 Days and Over .00% .00%
</TABLE>
TRUST 1996-B (July 1, 1997 through June 30, 1998)
<TABLE>
<S> <C>
Class A Certificate Balance $ 12,309,222
Class A Pass Through Rate 6.60%
Class B Certificate Balance $ 691,529
Class B Pass Through Rate 7.05%
Class C Certificate Balance $ 829,835
Subordinated Spread Account Balance $ 1,659,670
Distributions Allocable to Principal $ 13,738,153
Distributions Allocable to Interest $ 3,907,491
Servicing Fees Paid or accrued to Servicer $ 722,384
Net Losses $ 1,726,738
Net Liquidation Proceeds Received $ 1,261,307
Number of Charged off Accounts 423
Gross Principal Balance of Liquidated Accounts $ 3,647,778
Recoveries of Previously Liquidated Contracts $ 656,733
Average Annualized Net Loss Ratio 7.95%
Number of Accounts in Repossession as of
June 30, 1998 28
</TABLE>
<TABLE>
<CAPTION>
Number of Dollar
Contracts Amount
--------- ------
<S> <C> <C>
Average Delinquency Ratios
30-59 Days Delinquent 2.79% 2.93%
60-89 Days Delinquent .00% .00%
90 Days and over .00% .00%
</TABLE>
Page 2
<PAGE> 4
ITEM 2. (continued) PROPERTIES
TRUST 1996-C (July 1, 1997 through June 30, 1998)
<TABLE>
<CAPTION>
<S> <C>
Class A Certificate Balance $18,698,407
Class A Pass Through Rate 6.45%
Class B Certificate Balance $ 1,050,472
Class B Pass Through Rate 6.95%
Class C Certificate Balance $ 1,260,567
Subordinated Spread Account Balance $ 3,000,447
Distributions Allocable to Principal $18,145,778
Distributions Allocable to Interest $ 5,694,168
Servicing Fees Paid or accrued to Servicer $ 1,056,416
Net Losses $ 2,971,791
Net Liquidation Proceeds Received $ 2,173,156
Number of Charged off Accounts 640
Gross Principal Balance of Liquidated Accounts $ 6,008,439
Recoveries of Previously Liquidated Contracts $ 863,491
Average Annualized Net Loss Ratio 9.43%
Number of Accounts in Repossession as of
June 30, 1998 36
</TABLE>
<TABLE>
<CAPTION>
Number of Dollar
Contracts Amount
--------- ------
<S> <C> <C>
Average Delinquency Ratios
30-59 Days Delinquent 2.13% 2.29%
60-89 Days Delinquent .00% .00%
90 Days and Over .00% .00%
</TABLE>
TRUST 1996-D (July 1, 1997 through June 30, 1998)
Class A Certificate Balance $28,314,722
Class A Pass Through Rate 6.10%
Class B Certificate Balance $ 1,590,715
Class B Pass Through Rate 6.65%
Class C Certificate Balance $ 1,908,858
Subordinated Spread Account Balance $ 3,516,075
Distributions Allocable to Principal $24,436,550
Distributions Allocable to Interest $ 8,305,008
Servicing Fees Paid or accrued to Servicer $ 1,549,012
Net Losses $ 4,519,576
Net Liquidation Proceeds Received $ 3,105,757
Number of Charged off Accounts 912
Gross Principal Balance of Liquidated Accounts $ 8,865,008
Recoveries of Previously Liquidated Contracts $ 1,239,675
Average Annualized Net Loss Ratio 9.93%
Number of Accounts in Repossession as of
June 30, 1998 66
<PAGE> 5
<TABLE>
<CAPTION>
Number of Dollar
Contracts Amount
--------- ------
<S> <C> <C>
Average Delinquency Ratios
30-59 Days Delinquent 2.98% 2.98%
60-89 Days Delinquent .00% .00%
90 Days and over .00% .00%
</TABLE>
Page 3
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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 18 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 10
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 13 and 1 holders of record for both 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 $ 5,710 39%
6.15% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
UMB Bank, N.A. $ 3,582 24%
P.O. Box 419260
Kansas City, OH 64141
Chase Manhattan Bank $ 1,863 13%
4 New York Plaza
New York, NY 10004
</TABLE>
Page 4
<PAGE> 7
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 State Street Bank and $ 1,509 10%
6.15% Asset Backed Trust Company
Certificates, Class A P.O. Box 1631
(continued) Boston, MA 02105
Northern Trust Co. $ 1,107 8%
801 S. Canal
Chicago, IL 60607
Trust 1995-A State Street Bank and $ 977 100%
6.45% Asset Backed Trust Company
Certificates, Class B P.O. Box 1631
Boston, MA 02105
Trust 1996-A Bank of New York $ 6,003 72%
5.45% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Chase Manhattan Bank $ 2,308 28%
4 New York Plaza
New York, NY 10004
Trust 1996-A Brown Brothers Harriman $ 554 100%
5.80% Asset Backed 63 Wall Street, 8th Floor
Certificates, Class B New York, NY 10005
Trust 1996-B Bank of New York $ 6,932 56%
6.60% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Chase Manhattan Bank $ 3,429 28%
4 New York Plaza
New York, NY 10004
Bank of America $ 832 7%
Personal Trust
555 S. Flower St.
Los Angeles, CA 90071
Trust 1996-B State Street Bank and $ 691 100%
7.05% Asset Backed Trust Company
Certificates, Class B P.O. Box 1631
Boston, MA 02105
Trust 1996-C Bank of New York $ 18,698 100%
6.45% Asset Backed 925 Patterson Plank Rd.
Certificates, Class A Secaucus, NJ 07094
</TABLE>
Page 5
<PAGE> 8
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 First National Bank of $ 1,050 100%
6.95% Asset Backed Maryland
Certificates, Class B 25 S. Charles Street
Baltimore, MD 21201
Trust 1996-D Bank of New York $ 13,562 47%
6.10% Asset Backed 925 Patterson Plank Rd.
Certificates, Class A Secaucus, NJ 07094
Boston Safe Deposit $ 8,613 30%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Pittsburgh, PA 15259
Northern Trust Co. $ 2,407 9%
801 S. Canal
Chicago, IL 60607
Trust 1996-D First National Bank of $ 1,591 100%
6.65% Asset Backed Maryland
Certificates, Class B 25 S. Charles Street
Baltimore, MD 21201
</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> 9
Item 14. (continued)
(a) (3) EXHIBITS
<TABLE>
<CAPTION>
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, 1997 Current Report on Form
8-K dated August 27,
1997 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, 1997 Current Report on Form
8-K dated September 24,
1997 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, 1997 Current Report on Form
8-K dated October 29,
1997 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, 1997 Current Report on Form
8-K dated November 20,
1997 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, 1997 Current Report on Form
8-K dated December 26,
1997 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, 1997 Current Report on Form
8-K dated January 28,
1998 and incorporated
herein by reference.
</TABLE>
Page 7
<PAGE> 10
Item 14. (continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
Exhibit 19.7 Monthly Servicing Report - Filed as Exhibit 20 to
for the period January 1- AFG Receivables Corp.
to January 31, 1998 Current Report on Form
8-K dated February 23,
1998 and incorporated
herein by reference.
Exhibit 19.8 Monthly Servicing Report - Filed as Exhibit 20 to
for the period February 1- AFG Receivables Corp.
to February 28, 1998 Current Report on Form
8-K dated March 25,
1998 and incorporated
herein by reference.
Exhibit 19.9 Notification of change AFG Receivables Corp.
in Servicer as of Current Report on Form
April 1, 1998 8-K dated April 2,
1998 and incorporated
herein by reference
Exhibit 19.10 Monthly Servicing Report - Filed as Exhibit 20 to
for the period March 1- AFG Receivables Corp.
to March 31, 1998 Current Report on Form
8-K dated April 29,
1998 and incorporated
herein by reference..
Exhibit 19.11 Monthly Servicing Report - Filed as Exhibit 20 to
for the period April 1- AFG Receivables Corp.
to April 30, 1998 Current Report on Form
8-K dated May 26,
1998 and incorporated
herein by reference.
Exhibit 19.12 Monthly Servicing Report - Filed as Exhibit 20 to
for the period May 1- AFG Receivables Corp.
to May 31, 1998 Current Report on Form
8-K dated June 26,
1998 and incorporated
herein by reference.
Exhibit 19.13 Monthly Servicing Report - Filed as Exhibit 20 to
for the period June 1- AFG Receivables Corp.
to June 30, 1998 Current Report on Form
8-K dated July 27,
1998 and incorporated
herein by reference.
</TABLE>
Page 8
<PAGE> 11
ITEM 14. (continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
Exhibit 99.1 Officers Certificate dated as Filed with this report.
of June 30, 1998
Exhibit 99.2 Report of Independent Filed with this report.
Accountants on internal
control over securitized
receivables.
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, 1998 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: Key Bank USA, National Association, successor
to AutoFinance Group, Inc., as servicer
By: /s/ Thomas R. Blend
------------------------------
Name: Thomas R. Blend
Title: Vice President
Page 9
<PAGE> 1
[Key Bank USA, National Asscociation Letterhead]
Exhibit 99.1
June 30, 1998
The Chase Manhattan Bank
Corporate Trust Office
Chase Manhattan Bank, Trustee
450 W. 33rd Street, 14th Floor
New York, NY 10001
Attention: JoAnn Manieri
In accordance with Section 13.10 of the Standard Terms and Conditions of
Agreement for 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. Key Bank USA,
National Association, successor to AutoFinance Group, Inc., as Servicer, I
hereby certify:
1. A review of the activities of the Servicer during the period
from July 1, 1997 to June 30, 1998, 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
Vice President
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
Key Bank USA, N.A.
We have examined management's assertion that, as of June 30, 1998, the internal
control system over servicing securitized receivables of AFG Receivables, Inc.
by Key Bank USA, N.A. 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
securitized 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, 1998, the internal
control system over servicing of securitized receivables of AFG Receivables,
Inc. by Key Bank USA, N.A. 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
July 30, 1998
Cleveland, Ohio
<PAGE> 1
Exhibit 99.3
[Key Bank USA, National Association Letterhead]
MANAGEMENT REPORT ON INTERNAL CONTROL OVER
SERVICING OF SECURITIZED RECEIVABLES
July 30, 1998
Key Bank USA, National Association, successor to 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.
Key Bank USA, National Association, successor to AutoFinance Group, Inc.,
management assessed its internal control system over servicing of securitized
receivables, as of June 30, 1998, 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, Key Bank USA, National Association, successor to AutoFinance Group,
Inc., believes that, as of June 30, 1998, its system of internal control over
servicing of securitized receivables met those criteria.
/s/ Thomas R. Blend
- -----------------------------------
Thomas R. Blend
Vice President
