CATERPILLAR FINANCIAL FUNDING CORP
8-K/A, 1998-11-17
ASSET-BACKED SECURITIES
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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   
                               FORM 8-K/A
                            CURRENT REPORT
                                   
                                   
                  Pursuant to Section 13 of 15(d) of
                  the Securities Exchange Act of 1934
                                   

Date of Report (Date of earliest event reported): September 30, 1998

               CATERPILLAR FINANCIAL ASSET TRUST 1998-A
          (Exact name of Registrant as specified in charter)

                               Delaware
                      (State or other jurisdiction
                           of incorporation)
                                   
333-24373-01
(Commission File Number)                       (IRS Employer I.D. No.)

c/o Caterpillar Financial Funding Corporation
2950 East Flamingo Rd., Suite E-4, Las Vegas, NV         89121
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:      (702)735-2514
<PAGE>  1

Item 7.  Financial Statements, and Exhibits
  (c)     Exhibits
          Exhibit
          Number         Description
          99.1           Report of Independant Accountants   
          99.2           Statement of Financial Position
          99.3           Statement of Revenues Collected and Expenses Paid
          99.4           Notes to Financial Statements
<PAGE> 2

                              SIGNATURES
     Pursuant to the requirements 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.

                    CATERPILLAR FINANCIAL ASSET TRUST 1997-A
                    By: CATERPILLAR FINANCIAL SERVICES CORPORATION
                    (Servicer)
                         
                         
                         By: /s/ Edward J. Scott
                             Edward J. Scott, Treasurer
                         
                         
DATE: September 30, 1998
<PAGE> 3

                             EXHIBIT INDEX
                                   
Exhibit
Number                   Description                        Page
99.1      Report of Independant Accountants                   4
99.2      Statement of Financial Position                     5
99.3      Statement of Revenues Collected and Expenses Paid   5
99.4      Notes to the Financial Statements                   6



                 Report of Independent Accountants

November 12, 1998

To the Certificateholders of the Caterpillar Financial Asset Trust 1998-A 
and Caterpillar Financial Services Corporation as servicer:

We have audited the accompanying statements of financial position
arising from cash transactions of Caterpillar Financial Asset Trust
1998-A as of September 30, 1998, and the related statement of revenues 
collected and expenses paid for the period from July 1, 1998 (date of
formation) to September 30, 1998.  These financial statements are the
responsibility of the Trust's management.  Our responsibility is to
express an opinion on these financial statements based on our
audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

As described in Note 1, these financial statements were prepared on
the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than generally accepted
accounting principles.

In our opinion, the financial statements audited by us present
fairly, in all material respects, the assets and liabilities
arising from cash transactions of Caterpillar Financial Asset Trust
1998-A as of September 30, 1998, and its revenues collected and
expenses paid during the period from July 1, 1998 (date of
formation) to September 30, 1998, on the basis of accounting
described in Note 1.


s\  PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
New York, New York



<PAGE> 4
             Caterpillar Financial Asset Trust 1998-A
                                 
Statement Of Financial Position
September 30, 1998
(Thousands of Dollars)
                                              
           Assets:
               Restricted cash                       $   9,706
               Investment in finance receivables       569,875
           Total assets                              $ 579,581
                                                       
                                                       
           Liabilities and undivided                   
           interests:
              Notes payable                          $ 553,378
           Total liabilities                           553,378
                                                       
              Undivided interests                       26,203
                                                       
           Total liabilities and undivided interests $ 579,581
                                 
                                 
                                 
Statement of Revenues Collected and Expenses Paid
For the period from July 1, 1998 (date of formation) to September 30, 1998
(Thousands of Dollars)
                                                
                  Revenues Collected:
                     Retail finance income        $ 7,260
                     Other income                      59
                          Total revenues collected  7,319
                                                
                  Expenses Paid:                     
                     Interest                       5,051
                     Servicing fees                   995
                          Total expenses paid       6,046
                                                
                     Revenues collected in excess
                      of expenses paid           $  1,273
                                                
          See accompanying Notes to Financial Statements

<PAGE> 5
             Caterpillar Financial Asset Trust 1998-A
                                 
                   Notes to Financial Statements
                   (Dollar amounts in thousands)
                                 
Note 1- Summary of Business and Accounting Policies

A. Business

     Caterpillar Financial Asset Trust 1998-A (the "Trust") is a
Delaware business trust formed by Caterpillar Financial Funding
Corporation (the "Seller") and Chase Manhattan Bank  pursuant to
the Trust Agreement dated July 1, 1998.  On July 31, 1998 the Trust
purchased a $605,679 pool of fixed rate retail installment sales
contracts and finance leases (the "Receivables") from the Seller
(Note 3).  Concurrently,  the Trust issued $589,290 in notes (the
"Notes") which are secured by the Receivables and other assets of
the Trust pursuant to an Indenture dated July 1, 1998, between the
Issuer and The First National Bank of Chicago (the "Indenture
Trustee").   The Trust also issued $16,389 in asset backed
certificates (the "Certificates") which were not offered and are
retained by the Seller.  The Notes represent indebtedness of the
Trust, and the Certificates represent fractional undivided
interests in the Trust.

     The activities of the Trust are limited by the terms of the
Trust Agreement to acquiring, holding and managing the Receivables,
issuing and making payment on the Notes and the Certificates (Note
4) and other activities related thereto.

B. Basis of Accounting

     The financial statements of  the Trust are prepared on the
basis of cash receipts and cash disbursements.  Such financial
statements differ from financial statements prepared in accordance
with generally accepted accounting principles in that interest
income and the related assets are recognized when received rather
than when earned, and distributions to
noteholders/certificateholders are recognized when paid rather than
when the obligation is incurred.  Certain expenses of the Trust are
paid by the Seller.


Note 2- Restricted cash

     Restricted cash includes all monies held in one or more
accounts (the "Trust Accounts") established and maintained by the
servicer, Caterpillar Financial Services Corporation, and the
Seller in accordance with the Sale and Servicing Agreement dated
July 1, 1998.  The Trust Accounts are under the control of the
Indenture Trustee  solely for the benefit of the noteholders and
the certificateholders, as applicable.


Note 3- The Receivables

     The Receivables consist of fixed rate retail installment sales
contracts and finance leases secured by new and used machinery
manufactured primarily by Caterpillar Inc., including rights to
receive certain payments made with respect to such Receivables.

<PAGE> 6

Note 4- Notes and Certificates

The original aggregate principal amounts of the Notes by class were
as follows:
Class A-1 (5.6375%) Asset Backed  Notes  $164,000
Class A-2 (5.75%) Asset Backed Notes $218,000
Class A-3 (5.85%) Asset Backed Notes $183,114
Class B (5.85%) Asset Backed Notes  $24,176

     Principal and interest on the Notes is payable monthly on each
distribution date commencing August 25,1998 provided that no
principal payments in respect of (i) the Class A-2 Notes will be
made until the Class A-1 notes have been paid in full, (ii) the
Class A-3 Notes will be made until the Class A-2 Notes have been
paid in full and (iii) the Class B Notes will be made until the
Class A-3 Notes have been paid in full.

     Distributions with respect to the Certificates are
subordinated to the right of the noteholders to receive payments of
interest on and principal of the Notes.

Note 5- Income Taxes

     The Trust is not classified as an association taxable as a
corporation for United States federal income tax purposes.  The
Trust qualifies as a "financial asset securitization investment
trust" within the meaning of Sections 860H through 860L of the
Code.  Based upon consultation with outside counsel, the Trust is
of the opinion that it is not subject to taxation.




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