<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, 1999
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 1998 through June 30, 1999, Trust was called by servicer
June 15, 1999)
Class A Certificate Balance $ 0
Class A Pass Through Rate 6.15%
Class B Certificate Balance $ 0
Class B Pass Through Rate 6.45%
Class C Certificate Balance $ 0
Subordinated Spread Account Balance $ 0
Distributions Allocable to Principal $16,284,352
Distributions Allocable to Interest $ 1,959,093
Servicing Fees Paid or accrued to Servicer $ 343,923
Net Losses (recoveries) ($ 154,463)
Net Liquidation Proceeds Received $ 233,286
Number of Charged off Accounts 289
Gross Principal Balance of Liquidated Accounts $ 999,203
Recoveries of Previously Liquidated Contracts $ 920,381
Average Annualized Net Loss Ratio -2.93%
Number of Accounts in Repossession as of
June 30, 1999 0
Number of Dollar
Contracts Amount
--------- ------
Delinquency Ratios
30-59 Days Delinquent 0.00% 0.00%
60-89 Days Delinquent 0.00% 0.00%
90 Days and Over 0.00% 0.00%
Page 1
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ITEM 2. (continued) PROPERTIES
TRUST 1996-A (July 1, 1998 through June 30, 1999)
Class A Certificate Balance $ 3,052,123
Class A Pass Through Rate 5.45%
Class B Certificate Balance $ 203,475
Class B Pass Through Rate 5.80%
Class C Certificate Balance $ 135,650
Subordinated Spread Account Balance $ 800,116
Distributions Allocable to Principal $ 5,843,990
Distributions Allocable to Interest $ 1,228,551
Servicing Fees Paid or accrued to Servicer $ 222,524
Net Losses $ 73,076
Net Liquidation Proceeds Received $ 251,210
Number of Charged off Accounts 148
Gross Principal Balance of Liquidated Accounts $ 735,964
Recoveries of Previously Liquidated Contracts $ 427,052
Average Annualized Net Loss Ratio 0.47%
Number of Accounts in Repossession as of
June 30, 1999 4
Number of Dollar
Contracts Amount
--------- ------
Delinquency Ratios
30-59 Days Delinquent 2.29% 2.39%
60-89 Days Delinquent 0.00% 0.00%
90 Days and Over 0.00% 0.00%
TRUST 1996-B (July 1, 1998 through June 30, 1999)
Class A Certificate Balance $ 4,937,670
Class A Pass Through Rate 6.60%
Class B Certificate Balance $ 277,397
Class B Pass Through Rate 7.05%
Class C Certificate Balance $ 332,877
Subordinated Spread Account Balance $ 1,000,208
Distributions Allocable to Principal $ 8,282,642
Distributions Allocable to Interest $ 1,851,976
Servicing Fees Paid or accrued to Servicer $ 338,074
Net Losses $ 472,881
Net Liquidation Proceeds Received $ 478,630
Number of Charged off Accounts 246
Gross Principal Balance of Liquidated Accounts $ 1,529,973
Recoveries of Previously Liquidated Contracts $ 578,462
Average Annualized Net Loss Ratio 4.32%
Number of Accounts in Repossession as of
June 30, 1999 8
Number of Dollar
Contracts Amount
--------- ------
Delinquency Ratios
30-59 Days Delinquent 2.25% 2.02%
60-89 Days Delinquent 0.00% 0.00%
90 Days and over 0.00% 0.00%
Page 2
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ITEM 2. (continued) PROPERTIES
TRUST 1996-C (July 1, 1998 through June 30, 1999)
Class A Certificate Balance $ 8,353,499
Class A Pass Through Rate 6.45%
Class B Certificate Balance $ 469,298
Class B Pass Through Rate 6.95%
Class C Certificate Balance $ 563,157
Subordinated Spread Account Balance $ 1,200,179
Distributions Allocable to Principal $11,623,493
Distributions Allocable to Interest $ 2,923,350
Servicing Fees Paid or accrued to Servicer $ 533,380
Net Losses $ 733,675
Net Liquidation Proceeds Received $ 721,672
Number of Charged off Accounts 320
Gross Principal Balance of Liquidated Accounts $ 2,133,143
Recoveries of Previously Liquidated Contracts $ 677,796
Average Annualized Net Loss Ratio 4.09%
Number of Accounts in Repossession as of
June 30, 1999 25
Number of Dollar
Contracts Amount
--------- ------
Delinquency Ratios
30-59 Days Delinquent 2.51% 2.56%
60-89 Days Delinquent 0.00% 0.00%
90 Days and Over 0.00% 0.00%
TRUST 1996-D (July 1, 1998 through June 30, 1999)
Class A Certificate Balance $13,944,666
Class A Pass Through Rate 6.10%
Class B Certificate Balance $ 783,408
Class B Pass Through Rate 6.65%
Class C Certificate Balance $ 940,090
Subordinated Spread Account Balance $ 1,880,180
Distributions Allocable to Principal $16,146,130
Distributions Allocable to Interest $ 4,546,348
Servicing Fees Paid or accrued to Servicer $ 834,334
Net Losses $ 1,619,224
Net Liquidation Proceeds Received $ 1,263,767
Number of Charged off Accounts 534
Gross Principal Balance of Liquidated Accounts $ 3,865,003
Recoveries of Previously Liquidated Contracts $ 982,012
Average Annualized Net Loss Ratio 6.31%
Number of Accounts in Repossession as of
June 30, 1999 19
Number of Dollar
Contracts Amount
--------- ------
Delinquency Ratios
30-59 Days Delinquent 2.67% 2.82%
60-89 Days Delinquent 0.00% 0.00%
90 Days and over 0.00% 0.00%
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 2 and 1 holders of record for the Class A and Class B Certificates,
respectively, of Trust 1996-A. There were 7 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 12 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 1996-A Bank of New York $ 2,204 72%
5.45% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
Chase Manhattan Bank $ 848 28%
4 New York Plaza
New York, NY 10004
Trust 1996-A Chase Manhattan Bank $ 203 100%
5.80% Asset Backed 4 New York Plaza
Certificates, Class B New York, NY 10004
Trust 1996-B Bank of New York $ 2,773 56%
6.60% Asset Backed 925 Patterson Plank Rd
Certificates, Class A Secaucus, NJ 07094
</TABLE>
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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 Chase Manhattan Bank $ 1,109 22%
6.60% Asset Backed 4 New York Plaza
Certificates, Class A New York, NY 10004
(continued)
State Street Bank and $ 661 13%
Trust Company
1776 Heritage Drive
No. Quincy, MA 02171
Bank of America $ 334 7%
Personal Trust
555 S. Flower St.
Los Angeles, CA 90071
Trust 1996-B Sate Street Bank and $ 277 100%
7.05% Asset Backed Trust Company
Certificates, Class B 1776 Heritage Drive
No. Quincy, MA 02171
Trust 1996-C Bank of New York $ 8,353 100%
6.45% Asset Backed 925 Patterson Plank Rd.
Certificates, Class A Secaucus, NJ 07094
Trust 1996-C Allfirst Bank $ 469 100%
6.95% Asset Backed 25 S. Charles
Street Baltimore, MD 21201
Certificates, Class B
Trust 1996-D Bank of New York $ 6,679 48%
6.10% Asset Backed 925 Patterson Plank Rd.
Certificates, Class A Secaucus, NJ 07094
State Street Bank and $ 2,554 18%
Trust Company
1776 Heritage Drive
No. Quincy, MA 02171
Boston Safe Deposit $ 2,116 15%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Pittsburgh, PA 15259
Northern Trust Co. $ 1,185 9%
801 S. Canal
Chicago, IL 60607
</TABLE>
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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-D Allfirst Bank $ 783 100%
6.65% Asset Backed 110 S. Paca St.
Certificates, Class B 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.
(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, 1998 Current Report on Form
8-K dated August 27,
1998 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, 1998 Current Report on Form
8-K dated September 29,
1998 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, 1998 Current Report on Form
8-K dated October 26,
1998 and incorporated
herein by reference.
</TABLE>
Page 6
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ITEM 14. (continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
Exhibit 19.4 Monthly Servicing Report - Filed as Exhibit 20 to
for the period October 1- AFG Receivables Corp.
to October 31, 1998 Current Report on Form
8-K dated November 24,
1998 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, 1998 Current Report on Form
8-K dated December 18,
1998 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, 1998 Current Report on Form
8-K dated January 26,
1999 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, 1999 Current Report on Form
8-K dated February 23,
1999 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, 1999 Current Report on Form
8-K dated March 24,
1999 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, 1999 Current Report on Form
8-K dated April 26,
1999 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, 1999 Current Report on Form
8-K dated May 26,
1999 and incorporated
herein by reference.
</TABLE>
Page 7
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ITEM 14. (continued)
<TABLE>
<CAPTION>
Designation Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
Exhibit 19.11 Monthly Servicing Report - Filed as Exhibit 20 to
for the period May 1- AFG Receivables Corp.
to May 31, 1999 Current Report on Form
8-K dated June 28,
1999 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, 1999 Current Report on Form
8-K dated July 27,
1999 and incorporated
herein by reference.
Exhibit 99.1 Officers Certificate dated as Filed with this report.
of June 30, 1999
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 24, 1999 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 8
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Exhibit 99.1
June 30, 1999
The Chase Manhattan Bank
Corporate Trust Office
Chase Manhattan Bank, Trustee
450 W. 33rd Street, 14th Floor
New York, NY 10001
Attention: Ms. Jeannie Chin
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, 1998 to June 30, 1999, 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 of
Key Bank USA, National Association
We have examined management's assertion, included in the accompanying Report of
Management on Internal Control over Securitized Receivables, that Key Bank USA,
National Association maintained effective internal control over servicing
securitized receivables of AFG Receivables Corporation as of June 30, 1999.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of internal control over servicing of securitized
receivables, testing and evaluating the design and operating effectiveness of
internal control, 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 internal control, errors or fraud may
occur and not be detected. Also, projections of any evaluations of internal
control over servicing securitized receivables to future periods are subject to
the risk that internal control 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 Key Bank USA, National Association,
maintained effective internal control over servicing of securitized receivables
of AFG Receivables Corporation as of June 30, 1999, is fairly stated, in all
material respects, based upon criteria established in "Internal Control -
Integrated Framework" issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
/s/Ernst & Young LLP
Cleveland, Ohio
July 15, 1999
<PAGE> 1
Exhibit 99.3
MANAGEMENT REPORT ON INTERNAL CONTROL OVER
SERVICING OF SECURITIZED RECEIVABLES
July 15, 1999
Key Bank USA, National Association management is responsible for establishing
and maintaining effective 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 monitoring mechanisms, and actions are taken to correct deficiencies as
they are identified.
There are inherent limitations in the effectiveness of any internal control
including the possibility of human error and the circumvention or overriding of
controls - and therefore can provide only reasonable assurance with respect to
servicing of securitized receivables. Further, because of changes in conditions,
the effectiveness of internal control may vary over time.
Key Bank USA, National Association management assessed its internal control over
servicing of securitized receivables as of June 30, 1999. This assessment was
based on 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 maintained effective internal control over servicing of securitized
receivables as of June 30, 1999.
/s/ Thomas R. Blend
- -------------------
Thomas R. Blend
Vice President
