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 fiscal year ended April 30, 1996
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 33-93592
FLEETWOOD CREDIT 1995-B GRANTOR TRUST
(Exact name of registrant as specified in its charter)
California 33-0333724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway Yorba Linda, CA 75062-2729
(Address of principal executive offices)
(Zip Code)
714-921-3400
(Registrant's telephone number, including area code)
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.....
State the aggregate market value of the voting stock held by non-affiliates of
the registrant - None.
Indicate by check mark if disclosure of deliquent 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. - Not Applicable.
Trust does not have any voting stock.
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
The Fleetwood Credit 1995-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 July 1,
1995 (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 First National Bank of Chicago, a national
banking association, 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 July 1, 1995 (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 July 1, 1995, the Receivables included in the pool consisted
of 3,337 contracts with an aggregate value of $87,717,127.15.
.
As of April 30, 1996, the end of the fiscal year of the Trust for
which this Form 10-K Annual Report is being filed, there were
4,983 contracts with an aggregate value of $122,875,016.88
outstanding.
The change in the aggregate principal balance of the Receivables
between July 1, 1995, and April 30, 1996, was due to: (i) the
purchase of 3,337 accounts with an aggregate principal balance of
$87,717,127.15 of Initial Receivables and 2,356 accounts and
$62,281,007.05 of Subsequent Receivables purchased by the Trust in
liquidation of the Prefunding Account; (ii) scheduled principal
payments, made by or on behalf of the Obligors on the Receivables;
and (iii) payment in full of 710 Receivables. There were no
repurchases of defaulted Receivables pursuant to the Reserve Fund.
The net loss on Receivables for the period from July 1, 1995,
through April 30, 1996, was $37,041.82. The aggregate amount
recovered from sales of repossessed vehicles during the period was
$42,825.00.
At April 30, 1996, there were seven (7) accounts with an aggregate
principal balance of $194,225.85 that were 30-59 days delinquent,
two (2) accounts with an aggregate principal balance of $81,070.22
that were 60-89 days delinquent, and one (1) account with an
aggregate principal balance of $16,983.11 that were 90 or more
days delinquent. The foregoing delinquent balances represent
0.160%, 0.070%, 0.010% respectively, of the outstanding pool
balance as of April 30, 1996 (0.240% 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) CS First Boston and Merrill Lynch & Co. 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 April 30, 1996, 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 April 30, 1996,
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.
Title of Class Name and Address of Amount and Nature Percent
Class A of Of
Certificateholder Certificate Holdings Class A
- --------------------------------------------------------------------------
Fleetwood Credit Cede & Co. 144,750 96.500%
1995-B Grantor P.O. Box 20 Certificates
Trust 6.55% Bowling Green Station representing
Asset Backed New York, NY 10274 $118,574,391.29<F1>
Certificates,
Class A
Fleetwood Credit Cede & Co. 5,250 3.500%
1995-B Grantor P.O. Box 20 Certificates
Trust 6.75% Bowling Green Station representing
Asset Backed New York, NY 10274 $4,300,625.59<F1>
Certificates,
Class B
<FN>
<F1>Each Certificate represented $1,000 on date of issuance and $819.17 as
of April 30, 1996. As of April 30, 1996, the aggregate outstanding
principal amount of Certificates was $122,875,016.88.
</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 (July 31, 1995)
through April 30, 1996,, 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 Arthur Andersen LLP 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(b) the Trustee's Report for April 1996
as part of the annual report for the fiscal year 1995 and
pursuant to ARTICLE XIV, Section 14.11 of the Standard Terms
and Conditions of the Agreement.
(c) Servicer's Certificate for April 1996 is filed herewith as
Exhibit 19(a).
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 1995-B Grantor
Trust
By: FLEETWOOD CREDIT CORP., as
Servicer
Date: July 30, 1996 By: /s/ Marvin T. Runyon, III
Name: Marvin T. Runyon, III
Title:Senior Vice President
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
-----------------------------------------------------------------------------
19(a) Servicer's Certificate for April, 1996
19(b) Trustee's Report
99 Report of Independent Public Accountants