March 25, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: 2001 Annual Report on Form 10-K
Distribution Financial Services RV/Marine Trust 2001-1
Registration No. 333-56303-04
On behalf of Distribution Financial Services RV/Marine Trust 2001-1
("Registrant"), which Trust was originated by Deutsche Recreational Asset
Funding Corporation, a Nevada corporation, I am transmitting herewith for
filing, pursuant to for the fiscal year ended December 31, 2001.
Please send either confirmation or suspense notification to e:mail address
pat.o-malley@db.com at your earliest convenience.
Sincerely,
/s/ Richard C. Goldman
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File Number: 333-56303-04
FORM 10-K
Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DISTRIBUTION FINANCIAL SERVICES RV/MARINE TRUST 2001-1
State of Organization - New York
I.R.S. Employer Identification Number: 91-1904587
Principal Executive Offices
c\o Wells Fargo Bank Minnesota, N.A.
Sixth and Marquette
Minneapolis, Minnesota 55479-0070
Telephone Number: 612-667-9378
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a 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
1934 during the preceding 12 months, 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. [X]
As of March 15, 2002 the Registrant was a Trust originated by Deutsche
Recreational Asset Funding Corporation, a Nevada corporation.
TABLE OF CONTENTS
PART ITEM
I 1. Business
2. **
3. * Legal Proceedings
4. * Submission of Matters to a Vote of Security
Holders
II 5. * Market for Registrant's Common Equity and Related
Stockholder Matters
6. **
7. **
7A.**
8. **
9. **
III 10. **
11. **
12. **
13. **
IV 14. * Exhibits, Financial Statements, Schedules
and Reports on Form 8-K
Signatures
Exhibit Index
* Item prepared in compliance with Exemption Request Letters of April 25,
1994 and June 30, 1994 as provided in the July 1, 1994 response letter from
the office of Chief Counsel, Division of Corporate Finance, United States
Securities and Exchange Commission, addressed to Registrant as ITT Floorplan
Receivables, L.P., which name was changed to Deutsche Floorplan Receivables,
L.P.
** Omitted pursuant to Exemption Request Letters noted in previous [*]
footnotes.
PART I
Item 1. Business.
The Registrant is a common law trust created under the laws of the State of
New York created by Deutsche Recreational Asset Funding Corporation, a Nevada
corporation. The Registrant was formed for limited purposes, which include
the purchasing of receivables, including recreational vehicle installment
sales contracts or installment loans originated by Deutsche Financial
Services Corporation, a Nevada corporation ("DFS")or acquired by DFS from
time to time in financing arrangements among DFS and/or its affiliates with
certain dealers to finance recreational vehicle sales, including Deutsche
Recreational Asset Funding Corporation, a Nevada corporation ("DRAFC") and
any activities incidental to and necessary or convenient for the
accomplishment of such purposes.
In accordance with its stated business purposes, the Registrant, Distribution
Financial Services RV/Marine Trust 2002-1, ("RV/Marine Trust 2001-1"), as
Issuer entered into a Transfer and Servicing Agreement, dated as of November
1, 2001 with DRAFC as Depositor and DFS as Servicer. To facilitate the
issuance of notes, DRAFC as Depositor and Wells Fargo Bank Minnesota,
National Association, as Owner Trustee entered into a Trust Agreement, as
amended and restated as of November 1, 2001. In addition, as of November 1,
2001, the RV/Marine Trust 2001-1, as Issuer entered into an Indenture with
HSBC Bank USA, as Indenture Trustee. The RV/Marine Trust 2001-1 assets
consist primarily of receivables which include recreational vehicle and
marine installment sales contracts or installment loans originated by DFS or
acquired by DFS from time to time in financing arrangements among DFS and/or
its affiliates with certain dealers to finance recreational vehicle and
marine sales. The RV/Marine Trust 2001-1, has issued various classes of
notes secured by the assets contained in the RV/Marine Trust 2001-1.
Item 3. Legal Proceedings.*
None
Item 4. Submission of Matters to a Vote of Security Holders.*
None
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.*
As of December 31, 2001 the RV/Marine Trust 2001-1 had $533,857,530.70 of
such Notes outstanding bearing the following identifications:
Class A-1 Notes . . . . . . . . . . . . . $180,157,530.70
Class A-2 Notes . . . . . . . . . . . . . 54,000,000.00
Class A-3 Notes . . . . . . . . . . . . . 90,000,000.00
Class A-4 Notes . . . . . . . . . . . . . 95,000,000.00
Class A-5 Notes . . . . . . . . . . . . . 72,350,000.00
Class B Notes . . . . . . . . . . . . . . 19,830,000.00
Class C Notes . . . . . . . . . . . . . 9,270,000.00
Class D Notes . . . . . . . . . . . . . 13,250,000.00
Total RV/Marine Trust 2001-1 Notes Outstanding.$533,857,530.70
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.*
(a) Financial Statements.
The Registrant includes as exhibit hereto the Independent Accountants' Report
and Management's Assertion Letter on compliance with the minimum servicing
standards identified in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers with respect to the Notes
issued and outstanding by Distribution Financial Services RV/Marine Trust
2001-1.
(b) Reports on Form 8-K.
The Servicer on behalf of the Registrant has filed reports on Form 8-K for
the month of December, 2001 reporting Item 5 - Other Events, and including
therewith as an exhibit, the Collection Period Statement Information with
respect to the Distribution Financial Services RV/Marine Trust 2001-1 Notes.
In addition, under Item 5 - Other Events, the Servicer reported in Form 8-K,
certain specified information made available on a monthly basis to
Noteholders of the Distribution Financial Services RV/Marine Trust 2001-1
Notes.
SIGNATURES
Pursuant to the requirements of Section 13 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.
DISTRIBUTION FINANCIAL SERVICES RV/MARINE TRUST 2001-1
By: Wells Fargo Bank Minnesota, N.A.
not in its individual capacity but solely as Owner Trustee
By: /s/ Lori M. Swanell
Title: Assistant Vice President
Date: March 25, 2002
EXHIBIT INDEX
Incorporated by reference to
Exhibit Exhibit in Registration Statement
Number Title Number 333-56303
2 Plan of acquisition, reorganization,
arrangement, liquidation or succession Not Applicable
3 Articles of Incorporation Exhibit 3.1
and By-Laws Exhibit 3.2
4 Instruments defining the rights of Exhibit 4.1
security holders, including indentures
9 Voting trust agreements Not Applicable
10 Material Contracts None
11 Statement re computation of
per share earnings Not Applicable
12 Statement re computation of ratios Not Applicable
13 Annual report of security holders,
Form 10-Q or quarterly reports
to security holders None
16 Letter re change in certifying
accountant None
18 Letter re changes in accounting
principles None
21 Subsidiaries of Registrant Not Applicable
22 Published report regarding matters
submitted to vote of security holders None
23 Consents of experts and counsel Not Applicable
24 Power of attorney Not Applicable
99 Additional Exhibits Filed Herewith
Independent Accountants' Report as EX-1
Management's Assertion Letter
EX-1
Independent Accountants' Report
To Deutsche Financial Services Corporation:
We have examined management's assertion, included in the accompanying
management report on compliance, that Deutsche Financial Services
Corporation's complied with the minimum servicing standards set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers, as of and for the year ended December 31,
2001. Management is responsible for Deutsche Financial Services
Corporation's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about
the entity's compliance based on our examination.
Our examination was made in accordance with attestation standards
established by the American Institute of Certified Public Accountants
and, accordingly, included examining, on a test basis, evidence about
Deutsche Financial Services Corporation's compliance with the minimum
servicing standards specified above 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 Deutsche Financial Services
Corporation's compliance with the minimum servicing standards.
In our opinion, management's assertion that Deutsche Financial Services
Corporation complied with the aforementioned minimum servicing standards
as of and for the year ended December 31, 2001 is fairly stated, in all
material respects.
/s/ KPMG LLP
St. Louis, Missouri
February 22, 2002
Management Report on Compliance as Servicer
As of and for the period ended December 31, 2001, Deutsche Financial Services
Corporation has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers relating to RV Trust 1999-1,
Marine Trust 1999-2, RV Trust 1999-3, and RV/Marine Trust 2001-1, to the
extent such standards are applicable to the servicing obligations as set
forth in the pooling and servicing agreement. As of and for this same
period, Deutsche Financial Services Corporation had in effect a fidelity bond
and errors and omissions policy in the amount of $100 million.
Sincerely,
Deutsche Financial Services Corporation
/s/ Richard C. Goldman
Executive Vice President, Secretary
and Chief Legal Officer
February 22, 2002
/s/ W. Steven Culp
Senior Vice President
Assistant Treasurer
February 22, 2002