FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-80413
Fleetwood Credit 1997-B Grantor Trust
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(Exact name of registrant as specified in its charter)
California 33-0444724
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(State or Other (IRS Employer
jurisdiction of Identification No.)
incorporation)
Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway
P.O. Box 87024
Yorba Linda, CA 92886-8724
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (714) 921-3400
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 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-----------
Trust does not have any voting stock.
Trust has not been involved in bankruptcy proceedings during the preceding
five years.
Trust is not reporting as a corporate issuer.
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
The Fleetwood Credit 1997-B Grantor Trust (the "Trust") was formed
and its asset backed certificates (the "Certificates") were issued
pursuant to a Pooling and Servicing Agreement, dated as of September
1, 1997 (the "Agreement"), between Fleetwood Credit Receivables
Corp., a California corporation, as Seller (the "Seller"), and
Fleetwood Credit Corp., a California corporation, as Servicer (the
"Servicer") and The Chase Manhattan Bank, as Trustee of the Trust
(the "Trustee"). The Certificates consist of one class of senior
certificates, (the "Class A Certificates") and one class of
subordinated certificates, (the "Class B Certificates"). The Class A
Certificates represent an undivided ownership interest of ninety-six
point five percent (96.5%) of the Trust and the Class B Certificates
represent an undivided ownership interest of three point five percent
(3.5%) the Trust. The Class B Certificates are subordinate to the
Class A Certificates in regard to the right to receive payments in
the event of delinquency or default on the Receivables (as defined
below). Capitalized terms herein, unless otherwise defined herein,
shall have the meanings specified in the Agreement.
The property of the Trust includes a pool of simple interest retail
installment sale contracts (the "Receivables") between dealers (the
"Dealers") in new and used recreational vehicles, manufactured
primarily by subsidiaries of Fleetwood Enterprises, Inc., and retail
purchasers (the "Obligors"), and all payments due thereunder on or
after September 1, 1997 (the "Cutoff Date") other than accrued
interest owing on Receivables prior to the Cutoff Date. The
Receivables were originated by Dealers and subsequently assigned to
the Servicer, and are serviced by the Servicer and evidence the
indirect financing made available by the Servicer to the Obligors.
The property of the Trust also includes: (i) such amounts as from
time to time may be held in an interest bearing trust account
established and maintained by the Seller with the Trustee pursuant to
the Agreement (the Subordinated Reserve Fund), and the proceeds
thereof; (ii) security interests in the financed vehicles and any
accessions thereto; (iii) benefits under the subordination of the
Class B Certificates and the Servicer Letter of Credit; (iv) any
recourse rights of the Seller against Dealers; and (v) the right to
proceeds of physical damage, credit life, and disability insurance
policies covering the financed vehicles or the Obligors.
As of September 1, 1997, the Receivables included in the pool
consisted of 12,677 contracts with an aggregate value of
$350,000,000.00.
As of December 31, 1997, the end of the year of the Trust for which
this Form 10-K Annual Report is being filed, there were 13,680
contracts with an aggregate value of $325,320,921.24 outstanding.
The change in the aggregate principal balance of the Receivables
between September 1, 1997, and December 31, 1997, was due to:
(i) scheduled principal payments, made by or on behalf of the
Obligors on the Receivables; and (ii) payment in full of 140
Receivables. There were no repurchases of defaulted Receivables
pursuant to the Reserve Fund. The net loss on Receivables for the
period from September 1, 1997, through December 31, 1997, was
$114,032.76. The aggregate amount recovered from sales of
repossessed vehicles during the period was $351,727.74.
At December 31, 1997, there were thirty seven (37) accounts with an
aggregate principal balance of $801,978.93 that were 30-59 days
delinquent, six (6) accounts with an aggregate principal balance of
$63,168.56 that were 60-89 days delinquent, and four (4) accounts with
an aggregate principal balance of $62,155.77 that was 90 or more days
delinquent. The foregoing delinquent balances represent 0.25%,
0.02%, 0.02% respectively, of the outstanding pool balance as of
December 31, 1997 (0.29% in total).
Item 3. Legal Proceedings.
The Registrant knows of no material legal proceedings with respect
to the Trust, involving the Trust, the Trustee or the Company, as
Servicer of the Receivables, other than ordinary routine litigation
incidental to the Trustee's or the Company's servicing duties under
the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the period covered by this report to
a vote of the Certificateholders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
(a) Merrill Lynch & Co. and Salomon Brothers have informed the
Company that, while they have been prepared to quote prices
to institutional investors for the purchase and sale of
Certificates, to the best of their knowledge, there have been
only limited sporadic quotations for the purchase and sale of
Certificates.
(b) As of December 31, 1997, there was one (1) Certificateholder of
record, Cede & Co. as nominee for the Depository Trust Company
("DTC").
(c) Not Applicable.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Not Applicable.
Item 8. Financial Statement and Supplementary Data.
Not Applicable.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) To the best knowledge of the registrant, as of December 31,
1997, there was one (1) Certificateholder of record for each
class of certificates, Cede & Co. as nominee for DTC, whose
participating members in aggregate owned of record in excess of
five percent (5%) of the interest represented by the
certificates, as set forth in the table below. The Registrant
has no knowledge of whether any of such participating member of
DTC is a "Beneficial owner" ( as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934), of the
Certificates held of record.
Name and Address of Amount and Nature Percent
Title of Class Class A of of
Certificateholder Certificate Holdings Class A
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Fleetwood Credit Cede & Co. 337,750 96.500%
1997-B Grantor P.O. Box 20 Certificates
Trust 6.40% Bowling Green Station representing
Asset Backed New York, NY 10274 $337,750,000.00 <F1>
Certificates,
Class A
Fleetwood Credit Cede & Co. 12,250 3.500%
1997-B Grantor P.O. Box 20 Certificates
Trust 6.65% Bowling Green Station representing
Asset Backed New York, NY 10274 $12,250,000.00 <F1>
Certificates,
Class B
<FN>
<F1> Each Certificate represented $1,000 on date of issuance and $929.49
as of December 31, 1997. As of December 31, 1997, the aggregate
outstanding principal amount of Certificates was $325,320,921.24.
</FN>
(b) Not Applicable.
(c) Not Applicable.
Item 13. Certain Relationships and Related Transactions.
(a) The Registrant knows of no transaction or series of similar
transactions during the period from inception (September 1,
1997) through December 31, 1997, or any currently proposed
transaction or series of similar transactions to which the
Trustee or the Trust has been or will be a party, involving an
amount exceeding $60,000 and in which any Certificateholder or
any beneficial owner, in either case, who owns more than five
percent of the interest represented by the Certificates, or any
member of the immediate family of any Certificateholder of
beneficial owner, had or will have a direct or indirect
material interest.
(b) Not Applicable.
(c) Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The attached report of Coopers & Lybrand L.L.P. regarding the
servicing activities of the Company, prepared pursuant to
ARTICLE XIII, Section 13.11. of the Standard Terms and
Conditions of the Agreement, is filed as Exhibit 99.
(b) In its request for a no-action letter (which letter was issued
by the Commission on September 19, 1991), Fleetwood Credit
Receivables Corp. on behalf of the Registrant, proposed to
include herein as an exhibit the Annual Report required to be
issued following the end of each calendar year by the Trustee
regarding distributions made to Certificateholders in the prior
year. The Registrant files herewith as Exhibit 19.2 the
Trustee's Report for December 1997 as part of the annual report
for the calendar year 1997 pursuant to ARTICLE XIV, Section
14.11 of the Standard Terms and Conditions of the Agreement
is filed as part of this Report.
(c) Servicer's Certificate for December 1997 is filed as
Exhibit 19.1.
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.
Fleetwood Credit 1997-B Grantor Trust
By: FLEETWOOD CREDIT CORP., as Servicer
Date: March 31, 1998 By: /s/ Marvin T. Runyon,III
Name: Marvin T. Runyon, III
Title: Senior Vice President
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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19.1 Servicer's Certificate for December, 1997
19.2 Trustee's Report
99 Report of Independent Public Accountants