ITEM 2. PROPERTIES
The Series 1994-1, Floating Rate Dealer Loan Backed Certificates, Class A and Class B and the Series 1996-2, Floating Rate Dealer Loan Backed Certificates, Class A and Class B (individually and/or jointly, the "Certificates") evidence undivided interests in certain assets of World Omni Wholesale Master Trust created pursuant to a Pooling and Servicing Agreement, as amended, among World Omni Dealer Funding, Inc., "Transferor", World Omni Financial Corp. ("WOFCO"), as Servicer and Fleet National Bank of Connecticut, as Trustee.
The Trust assets primarily include wholesale receivables generated by WOFCO under revolving finance agreements with dealers to finance their automobile, light duty truck and certain other motor vehicle inventory and collections on the Receivables.
Certain assets of the Trust are allocated to the Certificates, including the right to receive a varying percentage of each month's collections with respect to the Receivables. Other assets have been allocated to other series of trust certificates.
The right of the Class B Certificateholders of each Series to receive interest payments on the Class B Certificates each month is subordinated to the prior right of each Series to receive monthly payments of interest with respect to the Class A Certificates, and the right of each Series to receive principal payments on the Class B Certificates at maturity is subordinated to the prior right of each Series to receive all payments of the principal on the Class A Certificates.
The Transferor owns the remaining interest in the Trust not represented by the Certificates or the certificates of any other series or any purchased interest issued by the Trust. The Transferor's interest is subordinated to the rights of the Certificateholders to the limited extent of the available subordinated amount.
Trust assets supporting the Certificates and other interests in the Trust at December 31, 1996 were as follows (000's):
Defaulted receivables as of December 31, 1996 are not material.
*The registrant is filing this Annual Report on Form 10-K pursuant to a letter sent to the Securities and Exchange Commission on November 8, 1994.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 1996, there were no material legal proceedings in respect to the Trust or the registrant.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No vote or consent of the Certificateholders has been solicited.
Part II -------
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Depository Trust Company is registered holder of all Class A and Class B Certificates of the 1994-1 Series and 1996-2 Series.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III -------- ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
Beneficial owners of more than 5% of the Series 1994-1 Class A and Class B certificates at December 31, 1996:
**Source: The Depository Trust Company. Beneficial owners of more than 5% of the Series 1996-2 Class A and Class B certificates at December 31, 1996:
* *Source: The Depository Trust Company.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions of the type described in S-K item 404(a)(3) between the Trust and any 5% beneficial owner of the Class A or Class B Certificates of Series 1994-1 or Series 1996-1.
PART IV -------
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K
(1) Annual Officer's Certificate (2) Annual Accountants' Report* (3) Summary of Monthly Reports
- -------------------- * The Accountants' Report relates to compliance with the requirements of the Servicing Agreement. It is not being filed because the distribution of such Report is restricted to the parties to the Servicing Agreement. Per Statement on Auditing Standards AU 623.20 the restriction arises because the matters on which the accountant is reporting are set forth in a document that is not available to other persons. A copy of the Report will be provided to the Securities and Exchange Commission upon request, at which time the Registrant will request confidential treatment of the Report. The limited distribution of this type of Report was discussed at a SEC Regulations Committee meeting on March 7, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WORLD OMNI DEALER FUNDING, INC. ------------------------------- (Registrant)
By: Alan Browdy ----------------------------- Alan Browdy Vice President
Date: March ___, 1997
EXHIBIT INDEX
Exhibit Page No.
(1) Annual Officer's Certificate
(2) Annual Accountants' Report (not being filed)
(3) Summary of Monthly Reports