March 29, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: 2001 Annual Report on Form 10-K
Deutsche Recreational Asset Funding Corporation
Registration No. 333-56303
On behalf of Deutsche Recreational Asset Funding Corporation, a Nevada
corporation ("Registrant"), I am transmitting herewith for filing, pursuant
to the Securities Exchange Act of 1934, the Registrant's Annual Report on
Form 10-K 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
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
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
State of Organization - Nevada
I.R.S. Employer Identification Number - 91-1904587
Principal Executive Offices
655 Maryville Centre Drive
St. Louis, MO 63141-5832
Telephone Number: (314) 523-3000
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 controlled by its Parent Company,
Ganis Credit Corporation, a Delaware 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 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, Deutsche Recreational Asset Funding Corporation is a wholly
owned subsidiary of Ganis Credit Corporation ("Ganis") a Delaware
corporation. The Registrant was organized for limited purposes, which
include purchasing of receivables from Ganis and its affiliates and
transferring such receivables to third parties and any activities incidental
to and necessary or convenient for the accomplishment of such purposes.
In accordance with its stated business purposes, the Registrant has formed
Distribution Financial Services RV Trust 1999-1, ("RV Trust 1999-1") pursuant
to a Transfer and Servicing Agreement, dated as of March 1, 1999, among the
RV Trust 1999-1 as Issuer, the Registrant as Depositor and Ganis, as
Servicer. To facilitate the issuance of notes, the Registrant as Depositor
and Norwest Bank Minnesota, National Association, as Owner Trustee entered
into a Trust Agreement, as amended and restated as of March 1, 1999. In
addition, as of March 1, 1999, the RV Trust 1999-1 as Issuer entered into an
Indenture with The Chase Manhattan Bank, as Indenture Trustee. The RV Trust
1999-1 assets consist primarily of receivables which include recreational
vehicle installment sales contracts or installment loans originated by Ganis
or acquired by Ganis from time to time in financing arrangements among Ganis
and/or its affiliates with certain dealers to finance recreational vehicle
sales. The RV Trust 1999-1,in turn offers from time to time various classes
of notes secured by the assets contained in RV Trust 1999-1. As of December
31, 2001 the RV Trust 1999-1 had $491,349,661.95 of such Notes outstanding
bearing the following identifications:
Class A-1 Notes . . . . . . . . . . . . . $ -0-
Class A-2 Notes . . . . . . . . . . . . . -0-
Class A-3 Notes . . . . . . . . . . . . . 29,619,661.95
Class A-4 Notes . . . . . . . . . . . . . 192,642,000.00
Class A-5 Notes . . . . . . . . . . . . . 159,722,000.00
Class A-6 Notes . . . . . . . . . . . . . 64,366,000.00
Class B Notes . . . . . . . . . . . . . 25,000,000.00
Class C Notes . . . . . . . . . . . . . 20,000,000.00
Total RV Trust 1999-1 Notes Outstanding. . . . $491,349,661.95
In furtherance of its stated business purposes, the Registrant has formed
Distribution Financial Services Marine Trust 1999-2, ("Marine Trust 1999-2")
pursuant to a Transfer and Servicing Agreement, dated as of May 1, 1999,
among Marine Trust 1999-2 as Issuer, the Registrant as Depositor and Ganis as
Servicer. To facilitate the issuance of notes, the Registrant as Depositor
and Norwest Bank Minnesota, National Association, as Owner Trustee entered
into a Trust Agreement, as amended and restated as of May 1, 1999. In
addition, as of May 1, 1999, the Marine Trust 1999-2 as Issuer entered into
an Indenture with The Chase Manhattan Bank, as Indenture Trustee. The Marine
Trust 1999-2 assets consist primarily of receivables which include
recreational sport and power boat and yacht installment sales contracts or
installment loans originated by Ganis or acquired by Ganis from time to time
in financing arrangements among Ganis and/or affiliates with certain dealers
to finance marine equipment sales. The Marine Trust 1999-2, in turn has
offered from time to time various classes of notes secured by the assets
contained in the Marine Trust 1999-2. As of December 31, 2001 the Marine
Trust 1999-2 had $283,627,187.53 of such Notes outstanding bearing the
following identifications:
Class A-1 Notes . . . . . . . . . . . . . $ -0-
Class A-2 Notes . . . . . . . . . . . . . 292,187.53
Class A-3 Notes . . . . . . . . . . . . . 108,129,000.00
Class A-4 Notes . . . . . . . . . . . . . 66,207,000.00
Class A-5 Notes . . . . . . . . . . . . . 53,999,000.00
Class B Notes . . . . . . . . . . . . . 33,000,000.00
Class C Notes . . . . . . . . . . . . . 22,000,000.00
Total Marine Trust 1999-2 Notes Outstanding. . $283,627,187.53
In addition, and consistent with its stated business purposes, the Registrant
has formed Distribution Financial Services RV Trust 1999-3, ("RV Trust 1999-
3") pursuant to a Transfer and Servicing Agreement, dated as of July 1, 1999,
among the RV Trust 1999-3 as Issuer, the Registrant as Depositor and Ganis as
Servicer. To facilitate the issuance of notes, the Registrant as Depositor
and Norwest Bank Minnesota, National Association, as Owner Trustee entered
into a Trust Agreement, as amended and restated as of July 1, 1999. In
addition, as of July 1, 1999, the RV Trust 1999-3 as Issuer entered into an
Indenture with The Chase Manhattan Bank, as Indenture Trustee. The RV Trust
1999-3 assets consist primarily of receivables which include recreational
vehicle installment sales contracts or installment loans originated by Ganis
or acquired by Ganis from time to time in financing arrangements among Ganis
and/or affiliates with certain dealers to finance recreational vehicle sales.
The RV Trust 1999-3, in turn offers from time to time various classes of
notes secured by the assets contained in the RV Trust 1999-3. As of December
31, 2001 the RV Trust 1999-3 had $220,469,130.58 of such Notes outstanding
bearing the following identifications:
Class A-1 Notes . . . . . . . . . . . . . $ -0-
Class A-2 Notes . . . . . . . . . . . . . -0-
Class A-3 Notes . . . . . . . . . . . . . 24,575,130.58
Class A-4 Notes . . . . . . . . . . . . . 86,608,000.00
Class A-5 Notes . . . . . . . . . . . . . 37,585,000.00
Class A-6 Notes . . . . . . . . . . . . . 54,847,000.00
Class B Notes . . . . . . . . . . . . . 9,363,000.00
Class C Notes . . . . . . . . . . . . . 7,491,000.00
Total RV Trust 1999-3 Notes Outstanding. . . . $220,469,130.58
In accordance and consistent with its stated business purposes, the
Registrant, Distribution Financial Services RV/Marine Trust 2001-1,
("RV/Marine Trust 2001-1"), as Issuer entered into a Transfer and Servicing
Agreement, dated as of November 1, 2001, with Deutsche Recreational Asset
Funding Corporation, a Nevada corporation ("DRAFC") as Depositor and Deutsche
Financial Services Corporation, a Nevada corporation ("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, 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. 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
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.*
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 all series
Notes issued and outstanding by Distribution Financial Services RV Trust
1999-1, Distribution Financial Services Marine Trust 1999-2, Distribution
Financial Services RV Trust 1999-3 and Distribution Financial Services
RV/Marine Trust 2001-1 Notes.
(b) Reports on Form 8-K.
The Registrant has filed reports on Form 8-K for each month during 2001 when
any series of Notes are outstanding reporting Item 5 - Other Events and
including therewith as an exhibit, the applicable Collection Period Statement
information with respect to (a) Distribution Financial Services RV Trust
1999-1 Notes, and (b) Distribution Financial Services RV Trust 1999-3 Notes
including (i) the Class A-1 Notes, (ii) the Class A-2 Notes, (iii) the Class
A-3 Notes, (iv) the Class A-4 Notes, (v) the Class A-5 Notes, (vi) the Class
A-6 Notes, (vii) the Class B Notes and (viii) the Class C Notes of each
series of Notes as required. In addition, the applicable Collection Period
Statement information with respect to Distribution Financial Services Marine
Trust 1999-2 Notes was also included with respect to (i) the Class A-1 Notes,
(ii) the Class A-2 Notes, (iii) the Class A-3 Notes, (iv) the Class A-4
Notes, (v) the Class A-5 Notes, (vi) the Class B Notes and (vii) the Class C
Notes of such series of Notes as required.
The Registrant has also 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 Registrant reported in Form 8-
K, certain specified information made available on a monthly basis to
Noteholders of the (a) Distribution Financial Services RV Trust 1999-1 Notes,
(b) the Distribution Financial Services Marine Trust 1999-2 Notes and (c)
Distribution Financial Services RV Trust 1999-3 Notes included with each Form
8-K, the Registrant filed as exhibits thereto copies of the monthly
Noteholders' Statements required for such period to Noteholders of both the
Distribution Financial Services RV Trust 1999-1 Notes, the Distribution
Financial Services Marine Trust 1999-2 Notes, the Distribution Financial
Services RV Trust 1999-3 Notes and 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.
DEUTSCHE RECREATIONAL ASSET FUNDING CORPORATION
By: /s/ W. Steven Culp By: /s/ Richard C. Goldman
Vice President, Controller Vice President,
Chief Legal Officer, Secretary
March 29, 2002 March 29, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature/Title Date
/s/ W. Steven Culp March 29, 2002
Vice President, Controller
Deutsche Recreational Asset Funding Corporation
/s/ Richard C. Goldman March 29, 2002
Vice President, Chief Legal Officer, Secretary
Director
Deutsche Recreational Asset Funding Corporation
/s/ Monte L. Miller March 29, 2002
Director
Deutsche Recreational Asset Funding Corporation
/s/ Phil Stout March 29, 2002
Director
Deutsche Recreational Asset Funding Corporation
EXHIBIT INDEX
Incorporated by reference to
Exhibit Exhibit in Registration
Number Title Statement Number 333-56303
2 Plan of acquisition, reorganization,
arrangement, liquidation or succession Not Applicable
3 Articles of Incorporation of Registrant Exhibit 3.1
By-Laws of Registrant Exhibit 3.2
4 Instruments defining the rights of
security holders, including indentures Exhibit 4.1
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