UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2004. | ||
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-107999-01
CNH WHOLESALE MASTER NOTE TRUST
(Exact name of registrant as specified in its charter)
Delaware |
| 20-0685128 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
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c/o The Bank of New York (Delaware) |
| 19711 |
(Address of principal executive offices) |
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(302) 283-8079 | ||
(Registrant’s telephone number, including area code) | ||
Securities registered pursuant to section 12(b) 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. ý Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No ý
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not applicable.
Securities registered pursuant to section 12(g) of the Act: Not applicable.
This Annual Report on Form 10-K is filed in reliance on the letter relief, dated August 17, 1993, granted by the Division of Corporation Finance of the Securities and Exchange Commission to Tenneco Credit Corporation (“TCC”) referencing the Case Equipment Loan Trust 1992-A (the “Relief Letter”). TCC is a predecessor entity to one of the Transferor’s affiliates. Accordingly, responses to certain Items have been omitted from or modified in this report.
CNH Wholesale Master Note Trust (the “Trust”) is a trust established under the laws of the State of Delaware by the Trust Agreement dated September 1, 2003 between CNH Wholesale Receivables LLC, formerly known as CNH Wholesale Receivables Inc. (the “Transferor”), and The Bank of New York, as owner trustee. CNH Capital America LLC, formerly known as Case Credit Corporation (the “Servicer”), is the Servicer under a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) dated as of September 1, 2003 among the Servicer, the Transferor and the Trust. The Trust issued Series 2003-1 of Class A and B Notes of $486 million and $36 million, respectively, and Series 2003-2 of Class A and B Notes of $486 million and $36 million, respectively (collectively, the “Notes”). The Notes were issued pursuant to an Indenture dated as of September 1, 2003, between the Trust and JP Morgan Chase Bank, as indenture trustee, as supplemented by supplemental indentures for each series of Notes issued by the Trust.
The Notes are secured by an allocable interest in the Trust’s pool of receivables arising from revolving floorplan agreements of selected agricultural and construction equipment and/or parts dealers, which includes receivables arising from i) dealer floorplan financing of new and/or used equipment, ii) dealer floorplan financing of parts, iii) dealer purchases of new and/or used equipment for their rental business, and iv) dealer floorplan financing of new and/or used equipment for rent on a rent-to-own basis.
Item 1. Business
Not applicable in reliance on the Relief Letter.
Item 2. Properties
Refer to the Officers’ Certificate as to Compliance for the Trust attached as Exhibit 99.3.
Item 3. Legal Proceedings
There were no material legal proceedings involving the Trust, or to the extent relating to the Trust, the Transferor, the Servicer or the Owner Trustee, which were pending at December 31, 2004, other than ordinary routine litigation incidental to the Servicer’s duties under the Transfer and Servicing Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fiscal year covered by this report to a vote of holders of either the Notes or Certificates.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
Since the Seller has retained all of the Certificates, there is no market for the Certificates.
Since the Trust does not pay dividends with respect to the Certificates, the information required by Item 201 of Regulation S-K regarding dividends is inapplicable to the registrant. See Item 15 for information with respect to distributions to Noteholders.
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Item 6. Selected Financial Data
Not applicable in reliance on the Relief Letter.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Not applicable in reliance on the Relief Letter.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable in reliance on the Relief Letter.
Item 8. Financial Statements and Supplementary Data
Not applicable in reliance on the Relief Letter.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any matter of accounting principals or practices or financial disclosure.
Item 9A. Controls and Procedures
Not applicable.
Item 10. Directors and Executive Officers of the Registrant
Not applicable in reliance on the Relief Letter.
Item 11. Executive Compensation
Not applicable in reliance on the Relief Letter.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
CNH Capital America LLC owns 100% of the Certificates issued by the Trust, and CNH Capital America LLC owns 100% of the Seller’s membership interests.
Item 13. Certain Relationships and Related Transactions
The Servicer owns all of the Transferor’s voting securities. If the Trust has any voting securities, the Transferor owns those securities. During the past fiscal year, the only transactions between the Transferor and the Servicer or between the Transferor and the Trust were the transactions that have been disclosed in the prospectuses previously filed pursuant to Rule 424(b).
Item 14. Principal Accounting Fees and Services
Not applicable.
Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K
(a) (1) Not applicable.
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(2) Not applicable.
(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b) Current Reports on Form 8-K filed during the year ending December 31, 2004 are dated January 22, February 25, March 17, April 19, May 21, June 16, July 19, August 19, September 15, October 18, November 15 and December 16, 2004. On January 29, 2004, a Current Report on Form 8-K dated November 17, 2003 was filed.
(c) See 15(a)(3) above.
(d) Not applicable in reliance on the Relief Letter.
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CNH WHOLESALE MASTER NOTE TRUST
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.
Dated: March 12, 2005
CNH WHOLESALE MASTER NOTE TRUST | ||
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By: | CNH CAPITAL AMERICA LLC, as Administrator | |
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By: | /s/ JOSEPH DOOLAN |
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Joseph Doolan | ||
Controller | ||
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CNH WHOLESALE MASTER NOTE TRUST
EXHIBIT INDEX
Exhibit 99.1: Management’s Assertion Concerning Compliance.
Exhibit 99.2: Report of Independent Registered Public Accounting Firm.
Exhibit 99.3: Officers’ Certificate as to Compliance
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