SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
33-99298, 33-84922, 333-52493, 333-82741
(Commission file number)
CNH Receivables Inc.
(Exact name of registrant as specified in its charter)
Delaware 76-0439709
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
475 Half Day Road
Lincolnshire, IL 60069
(Address of principal executive offices)
847-955-0228
(Registrant's telephone number)
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(d) 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 past 90 days. Yes x No
----- -----
As of December 31, 1999, 200 shares of CNH Receivables Inc.'s common stock,
$5.00 par value, were outstanding.
No documents have been incorporated by reference in this Form 10-K/A.
<PAGE>
TABLE OF CONTENTS
Page
PART I
Item 1. Business...................................................1
Item 2. Properties.................................................1
Item 3. Legal Proceedings..........................................3
Item 4. Submission of Matters to a Vote of Security Holders........3
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters......................................3
Item 6. Selected Financial Data....................................3
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation.......................3
Item 8. Financial Statements and Supplementary Data................3
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure......................3
PART III
Item 10. Directors and Executive Officers of the Registrant.........4
Item 11. Executive Compensation.....................................4
Item 12. Security Ownership of Certain Beneficial Owners
and Management...........................................4
Item 13. Certain Relationships and Related Transactions.............4
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports
on Form 8-K..............................................4
<PAGE>
On March 24, 1993, a letter (the "No-Action Letter") was submitted on
behalf of Case Equipment Loan Trust 1992-A and similarly situated trusts to
the Office of Chief Counsel, Division of Corporation Finance, of the
Securities and Exchange Commission (the "Commission") requesting that the
Commission raise no objection if trusts originated by Case Corporation file
reports pursuant to Sections 13, 15(d) and 16 of the Securities Exchange
Act of 1934, as amended, in the manner described in the No-Action Letter.
CNH Receivables Inc. (the successor to Case Receivables II Inc.) has
prepared and filed this Annual Report on Form 10-K/A in accordance with the
No-Action Letter.
PART I
ITEM 1. BUSINESS
Omitted pursuant to the No-Action Letter.
ITEM 2. PROPERTIES
The Case Equipment Loan Trust 1997-A (the "1997-A Trust") was formed
pursuant to the Trust Agreement, dated as of March 1, 1997, between CNH
Receivables Inc., as seller (the "Depositor"), and The Chase Manhattan Bank
Delaware, as Trustee. On March 18, 1997, the 1997-A Trust issued
$71,500,000 Class A-1 5.597% Asset Backed Notes, $282,000,000 Class A-2
6.00% Asset Backed Notes, $259,125,000 Class A-3 6.45% Asset Backed Notes,
$26,000,000 Class B 6.70% Asset Backed Notes (collectively, the "1997-A
Notes") and $11,375,000 6.70% Asset Backed Certificates (the "1997-A
Certificates," and together with the 1997-A Notes, the "1997-A
Securities"). From the inception of the 1997-A Trust through December 31,
1998, the 1997-A Trust sustained $1,616,056.85 in net losses on defaulted
receivables. From January 1, 1999, through December 31, 1999, the 1997-A
Trust sustained $2,264,026.39 in net losses on defaulted receivables.
The Case Equipment Loan Trust 1997-B (the "1997-B Trust") was formed
pursuant to the Trust Agreement, dated as of September 1, 1997, between the
Depositor, as seller, and The Chase Manhattan Bank, USA, as Trustee. On
September 22, 1997, the 1997-B Trust issued $90,000,000 Class A-1 5.612%
Asset Backed Notes, $204,500,000 Class A-2 5.914% Asset Backed Notes,
$237,000,000 Class A-3 6.240% Asset Backed Notes, $188,591,000 Class A-4
6.410% Asset Backed Notes, $34,719,000 Class C 6.410% Asset Backed Notes
(collectively, the "1997-B Notes") and $15,190,000 6.410% Asset Backed
Certificates (the "1997-B Certificates", and together with the 1997-B
Notes, the "1997-B Securities"). From the inception of the 1997-B Trust
through December 31, 1998, the 1997-B Trust sustained $394,786.29 in net
losses on defaulted receivables. From January 1, 1999 through December 31,
1999, the 1997-B Trust sustained $5,650,583.40 in net losses on defaulted
receivables.
The Case Equipment Loan Trust 1998-A (the "1998-A Trust") was formed
pursuant to the Trust Agreement, dated as of February 1, 1998, between the
Depositor, as seller, and The Bank of New York, as Trustee. On February 23,
1998, the 1998-A Trust issued $72,113,000 Class A-1 5.545% Asset Backed
Notes, $190,750,000 Class A-2 5.592% Asset Backed Notes, $145,750,000 Class
A-3 5.740% Asset Backed Notes, $180,449,000 Class A-4 5.830% Asset Backed
Notes, $25,000,000 Class B 5.940% Asset Backed Notes (collectively, the
"1998-A Notes") and $10,938,000 5.940% Asset Backed Certificates (the
"1998-A Certificates", and together with the 1998-A Notes, the "1998-A
-1-
<PAGE>
Securities"). From the inception of the 1998-A Trust through December 31,
1998, the 1998-A Trust sustained $51,129.80 in net losses on defaulted
receivables. From January 1, 1999 through December 31, 1999, the 1998-A
Trust sustained $3,973,976.35 in net losses on defaulted receivables.
The Case Equipment Receivables Trust 1998-B (the "1998-B Trust") was
formed pursuant to the Trust Agreement, dated as of August 1, 1998, between
the Depositor, as seller, and The Bank of New York, as Trustee. On August
26, 1998, the 1998-B Trust issued $112,706,000 Class A-1 5.6075% Asset
Backed Notes, $200,000,000 Class A-2 5.7690% Asset Backed Notes,
$140,000,000 Class A-3 5.8880% Asset Backed Notes, $134,794,000 Class A-4
5.9970% Asset Backed Notes, $25,000,000 Class B 5.9900% Asset Backed Notes
(collectively, the "1998-B Notes") and $100,000 5.99% Asset Backed
Certificates (the "1998-B Certificates", and together with the 1998-B
Notes, the "1998-B Securities"). From the inception of the 1998-B Trust
through December 31, 1998, the 1998-B Trust sustained no net losses on
defaulted receivables. From January 1, 1999 through December 31, 1999, the
1998-B Trust sustained $6,057,515.32 in net losses on defaulted
receivables.
The Case Equipment Receivables Trust 1998-C (the "1998-C Trust") was
formed pursuant to the Trust Agreement, dated as of November 1, 1998,
between the Depositor, as seller, and The Bank of New York, as Trustee. On
November 18, 1998, the 1998-C Trust issued $86,400,000 Class A-1 5.42%
Asset Backed Notes, $250,000,000 Class A-2 5.49% Asset Backed Notes,
$110,000,000 Class A-3 5.52% Asset Backed Notes, $148,350,000 Class A-4
5.61% Asset Backed Notes, $34,125,000 Class B 6.20% Asset Backed Notes
(collectively, the "1998-C Notes") and $100,000 6.20% Asset Backed
Certificates (the "1998-C Certificates", and together with the 1998-C
Notes, the "1998-C Securities"). From the inception of the 1998-C Trust
through December 31, 1998, the 1998-C Trust sustained no net losses on
defaulted receivables. From January 1, 1999 through December 31, 1999, the
1998-C Trust sustained $2,116,817.61 in net losses on defaulted
receivables.
The Case Equipment Loan Trust 1999-A (the "1999-A Trust") was formed
pursuant to the Trust Agreement, dated as of March 1, 1999, between the
Depositor, as seller, and The Bank of New York, as Trustee. On March 22,
1999, the 1999-A Trust issued $75,550,000 Class A-1 4.950% Asset Backed
Notes, $294,000,000 Class A-2 5.285% Asset Backed Notes, $137,000,000 Class
A-3 5.600% Asset Backed Notes, $221,950,000 Class A-4 5.770% Asset Backed
Notes, $31,000,000 Class B 5.9600% Asset Backed Notes (collectively, the
"1999-A Notes") and $15,500,000 5.960% Asset Backed Certificates (the
"1999-A Certificates", and together with the 1999-A Notes, the "1999-A
Securities"). From the inception of the 1999-A Trust through December 31,
1999, the 1999-A Trust sustained $1,497,593.66 in net losses on defaulted
receivables.
The Case Equipment Loan Trust 1999-B (the "1999-B Trust") was formed
pursuant to the Trust Agreement, dated as of August 1, 1999, between the
Depositor as seller, and The Bank of New York, as Trustee. On September 13,
1999, the 1999-B Trust issued $68,629,000 Class A-1 5.674% Asset Backed
Notes, $300,000,000 Class A-2 6.330% Asset Backed Notes, $100,000,000 Class
A-3 6.660% Asset Backed Notes, $182,371,000 Class A-4 6.9900% Asset Backed
Notes, $31,500,000 Class B 7.050% Asset Backed Notes (collectively, the
"1999-B Notes") and $17,500,000 7.050% Asset Backed Certificates (the
"1999-B Certificates", and together with the 1999-B Notes, the "1999-B
Securities"). From the inception of the 1999-B Trust through December 31,
1999, the 1999-B Trust sustained $520,658.78 in net losses on defaulted
receivables.
-2-
<PAGE>
The 1997-A Trust, 1997-B Trust, 1998-A Trust, 1998-B Trust, 1998-C
Trust, 1999-A Trust and 1999-B Trust are referred to collectively herein as
the "Trusts". The 1997-A Certificates, 1997-B Certificates, 1998-A
Certificates, 1998-B Certificates, 1998-C Certificates, 1999-A Certificates
and 1999-B Certificates are referred to collectively herein as the
"Certificates". The 1997-A Securities, 1997-B Securities, 1998-A
Securities, 1998-B Securities, 1998-C Securities, 1999-A Securities and
1999-B Securities are referred to collectively herein as the "Securities".
The assets of the Trusts include, among other things, receivables
consisting of retail installment sale contracts secured by new or used
agricultural or construction equipment, rights to receive certain payments
made with respect to such receivables, security interests in the equipment
financed thereby and the proceeds thereof.
Reference is made to the Annual Statements of Compliance included
under Item 14.
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
There is no established public trading market for the Certificates.
The entire principal amounts of the Certificates were issued to and have
been retained by the Depositor.
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to the No-Action Letter.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Omitted pursuant to the No-Action Letter.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted pursuant to the No-Action Letter.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
-3-
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to the No-Action Letter.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to the No-Action Letter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
None of the Securities issued by the Trusts are voting securities.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
(a) Listed below are the documents filed as a part of this report:
Exhibit
Number
-------
99(a)-1 Annual Statement of Compliance for 1997-A Trust
99(a)-2 Annual Statement of Compliance for 1997-B Trust
99(a)-3 Annual Statement of Compliance for 1998-A Trust
99(a)-4 Annual Statement of Compliance for 1998-B Trust
99(a)-5 Annual Statement of Compliance for 1998-C Trust
99(a)-6 Annual Statement of Compliance for 1999-A Trust
99(a)-7 Annual Statement of Compliance for 1999-B Trust
99(b)-1 Accountant's Statement for 1997-A Trust
99(b)-2 Accountant's Statement for 1997-B Trust
99(b)-3 Accountant's Statement for 1998-A Trust
-4-
<PAGE>
99(b)-4 Accountant's Statement for 1998-B Trust
99(b)-5 Accountant's Statement for 1998-C Trust
99(b)-6 Accountant's Statement for 1999-A Trust
99(b)-7 Accountant's Statement for 1999-B Trust
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
(d) Omitted pursuant to the No-Action Letter.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CNH Receivables Inc.
(Registrant)
By: /s/ Robert A. Wegner July 10, 2000
-------------------------------
Robert A. Wegner
Senior Vice President and Chief
Financial Officer
-6-
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report to security holders and no proxy statement, form of proxy
or other proxy soliciting material has been sent to any security holder of
the registrant.
-7-
