SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to __________
Commission file number: 33-59209
CIT RV OWNER TRUST 1995-A
(Exact name of registrant as specified in its charter)
Delaware 22-3186144
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o The CIT Group Securitization Corporation
650 CIT Drive
Livingston, New Jersey 07039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 740-5000
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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 [ ]
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, to the
best of 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. [ ]
<PAGE>
PART I
Item 1. Business.
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On June 21, 1995 The CIT Group Securitization Corporation II (the
"Company") sold $188,000,000 aggregate principal amount of Class A 6.25% Asset
Backed Notes (the "Notes") and $12,000,000 aggregate principal amount of 6.55%
Asset Backed Certificates (the Certificates"). The Certificates have the benefit
of a Limited Guarantee of The CIT Group Holdings, Inc. The Notes and
Certificates (including the interest in the Limited Guarantee) were offered for
sale to the public pursuant to a prospectus dated June 14, 1995 (the
"Prospectus").
The Certificates represent an ownership interest in the CIT RV Owner
Trust 1995-A (the "Trust") and the Notes represent obligations of the Trust. The
Trust was created, and the Certificates were issued, pursuant to a Trust
Agreement, dated as of June 1, 1995 (the "Trust Agreement"), between the Company
and The First National Bank of Chicago, as owner trustee (the "Owner Trustee").
The Notes were issued pursuant to an Indenture, dated as of June 1, 1995 (the
"Indenture"), between the Trust and The Chase Manhattan Bank (National
Association), as indenture trustee (the "Indenture Trustee").
The Trust's only business is to act as a passive conduit to permit
investment in a pool of retail consumer receivables.
Item 2. Properties.
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The property of the Trust consists of a pool of simple interest retail
installment sale contracts secured by the new and used recreational vehicles
financed thereby (the "Contracts") and certain other property described in the
Prospectus, including, without limitation, $44,012,254 which was deposited in a
Pre-Funding Account and $414,815 which was deposited in a Capitalized Interest
Account. Amounts on deposit in the Pre-Funding Account will be used to purchase
additional simple interest retail installment sale contracts secured by the new
and used recreational vehicles financed thereby and amount on deposit in the
Capitalized Interest Account will be used, to the extent necessary, to make
payments of interest on the Notes and Certificates while funds remain on deposit
in the Pre-Funding Account, all as described in the Prospectus.
All of the Contracts were acquired by the Company from The CIT
Group/Sales Financing, Inc. ("CITSF") pursuant to the terms of a Purchase
Agreement, dated as of June 1, 1995, and sold by the Company to the Trust
pursuant to a Sale and Servicing Agreement, dated as of June 1, 1995 (the "Sale
and Servicing Agreement"), among the Company, as seller, CITSF, as servicer, and
the Trust.
Information related to the payment on the Contracts by the obligors
under the Contracts is set forth in the 1995 Annual Statement of Trust filed as
Exhibit 99 to this Annual Report on Form 10-K.
Item 3. Legal Proceedings.
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In June, 1995, a suit, Harvey Travis et al. v. The CIT Group Sales
Financing, Inc., et al., Civil Action No. CV-95-P-1544-S, was filed in the
United States District Court for the Northern District of Alabama, against
CITSF, its force-placed insurance carrier and another lender. Plaintiffs in this
action allege primarily that force-placed insurance coverage on manufactured
homes was placed by defendants in a manner which caused plaintiffs and other
borrowers to be charged or assessed for excessive premiums and that there was
inadequate disclosure regarding certain fees charged and commissions earned in
connection therewith. In their complaint, plaintiffs ask that a class action be
certified, with the class to be comprised of individuals against whom monetary
charges alleged to be excessive have been assessed and/or collected by CITSF
<PAGE>
and/or the other defendants for the purchase of force-placed insurance in
connection with consumer installment transactions with CITSF and/or the other
defendants. It cannot at this time be determined whether there is any basis for
a class action. The allegations of the complaint are very general and discovery
has only recently commenced. However, based on what it knows at this time, the
management of CITSF has no reason to believe that this case will have a material
effect upon CITSF's financial condition or results of operations.
The registrant knows of no other material pending legal proceedings
with respect to the Trust or involving the Trust, the Owner Trustee, the
Indenture Trustee, the Company or CITSF.
Item 4. Submission of Matters to a Vote of Security Holders.
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No matter was submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
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Matters.
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Other than one Certificate in the amount of $120,000, the Certificates
and Notes are held and delivered in book-entry form through the facilities of
The Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended.
As of January 2, 1996, 100% of the Notes were held in the nominee name
of Cede & Co. for 18 beneficial owners. As of January 2, 1996, 99% of the
Certificates were held in the nominee name of Cede & Co. for 2 beneficial owners
and 1% of the Certificates were held in the form of a definitive Certificate by
an affiliate of the Company.
Item 9. Changes in and Disagreements with Accountants on Accounting
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and Financial Disclosure
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None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
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8-K.
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(a) Exhibits:
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Exhibit Number Description
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19 Annual Accountants' Report with respect to the
servicing of the contracts by the Servicer,
pursuant to the Pooling and Servicing Agreement.
99 Annual Officer's Certificate.
Management's Assertion.
1995 Annual Statement of Trust.
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(b) Reports on Form 8-K:
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Current Reports on Form 8-K are filed each
month. The reports include as an exhibit, the
Monthly Reports to Certificateholders. Current
Reports on Form 8-K dated July 17, 1995; August
15, 1995; September 15, 1995; October 13, 1995;
November 15, 1995; December 15, 1995 and January
16, 1996 were filed with the Securities and
Exchange Commission.
(c), (d) Omitted.
The CIT Group Holdings, Inc. is subject to the requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith, files reports
and other information with the Securities and Exchange Commission. As a result
of the limited guaranty by The CIT Group Holdings, Inc., information relating
to The CIT Group Holdings, Inc. which is material will be available through
such reports and other information.
<PAGE>
SIGNATURES
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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.
CIT RV Owner Trust 1995-A
(Registrant)
By: The CIT Group Securitization
Corporation II,
as Originator of the Trust
Dated: June 27, 1996 By: /s/ Frank Garcia
Name: Frank Garcia
Title: Vice President
Exhibit 19
Annual report of Accountants with respect to the servicing of the contracts
by the Servicer, pursuant to the Pooling and Servicing Agreement
Independent Auditors' Report
The Board of Directors
The CIT Group/Sales Financing, Inc.:
We have examined management's assertion about the CIT Group/Sales Financing,
Inc.'s (the Company) compliance with the minimum servicing standards identified
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (USAP) as of and for the year ended December 31,
1995 included in the accompanying management assertion. Management is
responsible for the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1995 is fairly stated, in all material respects.
/s/ KPMG Peat Marwick LLP
March 25, 1996
THE CIT GROUP/SALES FINANCING, INC.
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ANNUAL OFFICER'S CERTIFICATE
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The undersigned certifies that he is a Vice President of The CIT
Group/Sales Financing, Inc., a corporation organized under the laws of Delaware
("CITSF"), and that as such he is duly authorized to execute and deliver this
certificate on behalf of CITSF in connection with the Sale and Servicing
Agreement, dated as of June 1, 1995 (the "Agreement"), among CITSF, The CIT
Group Securitization Corporation II and The First National Bank of Chicago, as
Trustee (all capitalized terms used herein without definition having the
respective meanings specified in the Agreement), and further certifies that a
review of the activities of CITSF and of its performance of its obligations has
been made under his supervision and to the best of his knowledge, CITSF has
fulfilled its obligations under the Agreement.
IN WITNESS WHEREOF, I have affixed hereto my signature this 26th day of
June, 1996.
/s/ Frank Garcia
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Name: Frank Garcia
Title: Vice President
<PAGE>
March 25, 1996
MANAGEMENT'S ASSERTION
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As of and for the year ended December 31, 1995, The CIT Group Sales/Financing,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards as set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of and for
this same period, the Company had in effect a fidelity bond and errors and
omissions policy in the amount of $50 million and $5 million respectively.
The CIT Group/Sales Financing, Inc.
/s/ James J. Egan
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James J. Egan, Jr.
President and Chief Executive Officer
/s/ Richard W. Bauerband
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Richard W. Bauerband
Executive Vice President
/s/ Christine L. Reilly
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Christine L. Reilly
Vice President and Controller
<PAGE>
MINIMUM SERVICING STANDARDS
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I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall:
- be mathematically accurate;
- be prepared within forty-five (45) calendar days after
the cutoff date; be reviewed and approved by someone
other than the person who prepared the reconciliation; and
- document explanations for reconciling items. These
reconciling items shall be resolved within ninety (90)
calendar days of their original identification.
2. Funds of the servicing entity shall be advanced in cases where
there is an overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank
accounts and related bank clearing accounts within two business days of receipt
(with the exception of securitization servicing contracts for which custodial
accounts are not applicable).
2. Mortgage payments made in accordance with the mortgagor's loan
documents shall be posted to the applicable mortgagor records within two
business days of receipt.
3. Mortgage payments shall be allocated to principal, interest,
insurance, taxes or other escrow items in accordance with the mortgagor's loan
documents.
4. Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be
posted within two business days to the mortgagor's or investor's records
maintained by the servicing entity.
3. Tax and insurance payments shall be made on or before the penalty
or insurance policy expiration dates, as indicated on tax bills and
insurance premium notices, respectively, provided that such support has been
received by the servicing entity at least thirty (30) calendar days prior to
these dates.
4. Any late payment penalties paid in conjunction with the payment
of any tax bill or insurance premium notice shall be paid from the
servicing entity's funds and not charged to the mortgagor, unless the late
payment was due to the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports
shall agree with the canceled checks, or other form of payment, or custodial
bank statements.
<PAGE>
6. Unissued checks shall be safeguarded so as to prevent unauthorized
access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or
reconcile to, investors' records on a monthly basis as to the total unpaid
principal balance and number of loans serviced by the servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid principal
balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the
mortgagor's loan documents, on at least an annual basis.
4. Interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the applicable state laws. (A compilation of state
laws relating to the payment of interest on escrow accounts may be obtained
through the MBA's FAX ON DEMAND service. For more information, contact MBA).
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during
the period a loan is in default and shall be updated at least monthly. Such
records shall describe the entity's activities in monitoring delinquent loans
including, for example, phone calls, letters and mortgage payment rescheduling
plans in cases where the delinquency is deemed temporary (e.g., illness or
unemployment).
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect on
the servicing entity throughout the reporting period in the amount of coverage
represented to investors in management assertion.
<PAGE>
1995 Annual Statement of Trust
The CIT RV Owner Trust 1995-A
Class A 6.50% Asset Backed Notes
6.85% Asset Backed Certificates
For the Period June 1, 1995 (Date of Inception) to December 31, 1995
1. Aggregate Principal and Interest Received on Loans 39,110,240.41
2. Aggregate Amount of Liquidation Proceeds 250,681.52
3. Aggregate Net Servicer Reimbursable Advances 172,077.94
4. Aggregate Amount of Non-Reimbursable Servicer 3,035.87
Advances
5. Investment Earnings on the Prefunding and
Capitalized Interest Accounts 170,003.62
6. Aggregate Servicing Fees 1,292,499.82
7. Interest Payment on Cash Collateral Loan 36,775.61
8. Aggregate Distribution made in respect of Interest
(a) Note interest @ 6.25% 6,438,119.59
(b) Certificate @ 6.55% 458,493.55
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Total Interest Distribution 6,896,613.14
9. Aggregate Distribution made in respect of
Principal
(a) Note 28,350,671.93
(b) Certificate 236.16
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Total Principal Distribution 28,350,908.09
10. Aggregate Amounts to Holder of GP Interest 3,544,057.71
Delinquency Information at 12/31/95 Amount Number
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(a) 31-59 Days 1,331,301.89 70
(b) 60-89 Days 418,619.66 20
(c) 90 Days or more 190,844.00 11
Repossession Inventory at 12/31/95 319,743.75 12
Contracts Liquidated in 1995 139,416.61 12
