ITEM 1. Business
Ford Credit Floorplan Master Owner Trust A, a Delaware business trust (the "Trust"), was formed on June 29, 2001 by Ford Credit Floorplan Corporation, a Delaware corporation ("FCF Corp") and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC"), The Bank of New York, as trustee and The Bank of New York (Delaware), as Delaware trustee. The primary assets of the Trust consist of a revolving pool of receivables arising from time to time in connection with the purchase and financing by retail motor vehicle dealers located in the United States of their new and used automobile and light-duty inventory. The receivables are comprised of principal receivables and interest receivables. The assets were transferred to the Trust pursuant to a Transfer and Servicing Agreement dated August 1, 2001 among the Trust, FCF Corp and Ford Motor Credit Company ("Ford Credit"), as servicer and a Transfer and Servicing Agreement dated August 1, 2001 among the Trust, FCF LLC and Ford Credit, as servicer (the "Transfer and Servicing Agreements").
On May 11, 2001, a Registration Statement was filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, which was amended by Amendment No. 1, filed with the Commission on June 26, 2001. The Trust issued and sold to the general public Series 2001-1 Floating Rate Asset Backed Notes (the "Series 2001-1 Notes") in the initial amount of $3,000,000,000, under the Indenture dated August 1, 2001 (the "Indenture"), as supplemented by the Series 2001-1 Indenture Supplement dated August 1, 2001 between the Trust and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as indenture trustee. The Trust issued and sold to the general public Series 2001-2 Floating Rate Asset Backed Notes (the "Series 2001-2 Notes") in the initial amount of $2,000,000,000, under the Indenture, as supplemented by the Series 2001-2 indenture supplement dated August 1, 2001 between the Trust and JPMorgan Chase Bank, as indenture trustee. The Series 2001-1 Notes and the Series 2001-2 Notes are secured by and paid from the assets of the Trust.
ITEM 2.
ITEM 2. PROPERTIES - ------------------- For information regarding the property of the Trust, see the Transfer and Servicing Agreements and the Current Reports on Form 8-K incorporated by reference herein. For additional information regarding the Series 2001-1 Notes and the Series 2001-2 Notes, see Exhibit 99.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS - -------------------------- Nothing to report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ----------------------------------------------------------- Nothing to report.
PART II.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS - -------------------------------------------------------- There were 17 Series 2001-1 Noteholders and 9 Series 2001-2 Noteholders at January 24, 2002. Application has been made to list the Series 2001-1 Notes and the Series 2001-2 Notes on the Luxembourg Stock Exchange.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. - -------------------------------------------------------- Nothing to report.
PART III.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------------------------------------------------------------
(3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- --------
Series 2001-1 Bank of New York (The) $551,805 19.0% Floating Rate 925 Patterson Plank Rd. Asset Backed Secaucus, NJ 07094 Notes
Series 2001-1 Boston Safe Deposit & $505,240 17.4% Floating Rate Trust Co. Asset Backed c/o Mellon Bank N.A. Notes 525 William Penn Way #3631 Pittsburgh, PA 15259
Series 2001-1 JPMorgan Chase Bank $697,305 24.0% Floating Rate c/o JP Morgan Investor Services Asset Backed 14201 Dallas Pkwy Notes 12th Floor Mail Code 121 Dallas, TX 75240
Series 2001-1 Lehman Brothers Bank, $207,000 7.1% Floating Rate FSB Asset Backed 200 Vesey Street 3 WFC Notes New York, NY 10285
Series 2001-1 Merrill Lynch, Pierce $262,050 9.0% Floating Rate Fenner & Smith Safekeeping Asset Backed 4 Corporate Place Notes Piscataway, NJ 08854
Series 2001-1 Northern Trust Co.(The) $373,865 12.9% Floating Rate 801 South Canal Asset Backed C-IN Notes Chicago, IL 60607
ITEM 12. (CONTINUED)
(3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 2001-2 Bank of New York (The) $120,000 6.2% Floating Rate 925 Patterson Plank Rd. Asset Backed Secaucus, NJ 07094 Notes
Series 2001-2 Bankers Trust Company $225,000 11.6% Floating Rate 648 Grassmere Park Rd. Asset Backed Nashville, TN 37211 Notes
Series 2001-2 Boston Safe Deposit & $457,840 23.6% Floating Rate Trust Co. Asset Backed c/o Mellon Bank N.A. Notes 525 William Penn Way #3631 Pittsburgh, PA 15259
Series 2001-2 Citibank, N.A. $277,500 14.3% Floating Rate 3800 Citicorp Center Assset Backed B3-15 Notes Tampa, FL 33610
Series 2001-2 Harris Trust and $125,000 6.5% Floating Rate Savings Bank Asset Backed 111 West Monroe Street Notes Chicago, IL 60603
Series 2001-2 JPMorgan Chase Bank $425,000 21.9% Floating Rate c/o JP Morgan Investor Services Asset Backed 14201 Dallas Pkwy Notes 12th Floor Mail Code 121 Dallas, TX 75240
Series 2001-2 State Street Bank $236,000 12.2% Floating Rate and Trust Co. Asset Backed 1776 Heritage Drive Notes Global Corp. Action Unit JAB 5NW No. Qunicy, MA 02171
* As of January 24, 2002
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ------------------------------------------------------------ Nothing to report.
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - ----------------------------------------------------------
(a)3. Exhibits
Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 3.1 Conformed Copy of Amended Filed as Exhibit 3.1 to and Restated Certificate Ford Credit Floorplan of Incorporation of Ford Corporation's and Ford Credit Floorplan Credit Floorplan LLC's Corporation. Report on Form 8-K dated July 31, 2001 and incorporated herein by reference.
Exhibit 3.2 By-Laws of Ford Credit Filed as Exhibit 3.2 to Floorplan Corporation. Ford Credit Floorplan Corporation's (formally known as Ford Credit Auto Receivables Corporation) Registration Statement on Form S-1(No.33-44432) and incorporated herein by reference.
Exhibit 3.3 Conformed copy of Amended Filed as Exhibit 3.3 to and Restated Limited Ford Credit Floorplan Liability Agreement of Corporation's and Ford Ford Credit Floorplan LLC. Credit Floorplan LLC's Report on Form 8-K dated July 31, 2001 and incorporated herein by reference.
Exhibit 4.1 Conformed copy of Transfer Filed as Exhibit 99.1 to and Servicing Agreement Ford Credit Floorplan dated as of August 1, 2001 Corporation's and Ford among Ford Credit Credit Floorplan LLC's Floorplan Corporation, Report on Form 8-K Ford Motor Credit Company dated August 1, 2001 and Ford Credit Floorplan and incorporated herein Master Owner Trust A by reference. (the "Trust").
Exhibit 4.2 Conformed copy of Transfer Filed as Exhibit 99.2 to and Servicing Agreement Ford Credit Floorplan dated as of August 1, 2001 Corporation's and Ford among Ford Credit Credit Floorplan LLC's Floorplan LLC, Report on Form 8-K Ford Motor Credit Company dated August 1, 2001 and the Trust. and incorporated herein by reference.
Exhibit 4.3 Conformed copy of the Filed as Exhibit 4.1 to Indenture dated Ford Credit Floorplan as of August 1, 2001 Corporation's and Ford between the Trust Credit Floorplan LLC's and JPMorgan Chase Report on Form 8-K Bank, f/k/a the Chase dated August 1, 2001 Manhattan Bank and incorporated herein (the "Indenture Trustee"). by reference.
Exhibit 4.4 Conformed copy of the Filed as Exhibit 4.1 to Series 2001-1 Indenture Ford Credit Floorplan Supplement dated as of Corporation's and Ford August 1, 2001 between the Credit Floorplan LLC's Trust and the Indenture Report on Form 8-K Trustee. dated August 1, 2001 and incorporated herein by reference.
ITEM 14. (CONTINUED)
Exhibit 4.5 Conformed copy of the Flied as Exhibit 4.2 to Series 2001-2 Indenture Ford Credit Floorplan Supplement dated as of Corporation's and Ford August 1, 2001 between the Credit Floorplan LLC's Trust and the Indenture Report on Form 8-K Trustee. dated August 1, 2001 and incorporated herein by reference.
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan August 31, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated August 31, 2001 and incorporated herein by reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan September 30, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated September 30, 2001 and incorporated herein by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan October 31, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated October 31, 2001 and incorporated herein by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan November 30, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated November 30, 2001 and incorporated herein by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan December 31, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated December 31, 2001 and incorporated herein by reference.
Exhibit 99 Selected Information Filed with this report. relating to the Series 2001-1 Notes and the Series 2001-2 Notes.
(b) Reports on Form 8-K
Date of Report Item
October 31, 2001 Item 5 - Other Events November 30, 2001 Item 5 - Other Events December 31, 2001 Item 5 - Other Events
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.
Ford Credit Floorplan Corporation Ford Credit Floorplan LLC (Registrant)
March 28, 2002 By:/s/ Emily E. Smith-Sulfaro ----------------------------- Emily E. Smith-Sulfaro Assistant Secretary
EXHIBIT INDEX Exhibit Number Description of Exhibit Page - -------- ---------------------- ---- Exhibit 3.1 Conformed Copy of Amended Filed as Exhibit 3.1 to and Restated Certificate Ford Credit Floorplan of Incorporation of Ford Corporation's and Ford Credit Floorplan Credit Floorplan LLC's Corporation. Report on Form 8-K dated July 31, 2001 and incorporated herein by reference.
Exhibit 3.2 By-Laws of Ford Credit Filed as Exhibit 3.2 to Floorplan Corporation. Ford Credit Floorplan Corporation's (formally known as Ford Credit Auto Receivables Corporation) Registration Statement on Form S-1(No.33-44432) and incorporated herein by reference.
Exhibit 3.3 Conformed copy of Amended Filed as Exhibit 3.3 to and Restated Limited Ford Credit Floorplan Liability Agreement of Corporation's and Ford Ford Credit Floorplan LLC. Credit Floorplan LLC's Report on Form 8-K dated July 31, 2001 and incorporated herein by reference.
Exhibit 4.1 Conformed copy of Transfer Filed as Exhibit 99.1 to and Servicing Agreement Ford Credit Floorplan dated as of August 1, 2001 Corporation's and Ford among Ford Credit Credit Floorplan LLC's Floorplan Corporation, Report on Form 8-K Ford Motor Credit Company dated August 1, 2001 and Ford Credit Floorplan and incorporated herein Master Owner Trust A by reference. (the "Trust").
Exhibit 4.2 Conformed copy of Transfer Filed as Exhibit 99.2 to and Servicing Agreement Ford Credit Floorplan dated as of August 1, 2001 Corporation's and Ford among Ford Credit Credit Floorplan LLC's Floorplan LLC, Report on Form 8-K Ford Motor Credit Company dated August 1, 2001 and the Trust. and incorporated herein by reference.
Exhibit 4.3 Conformed copy of the Filed as Exhibit 4.1 to Indenture dated Ford Credit Floorplan as of August 1, 2001 Corporation's and Ford between the Trust Credit Floorplan LLC's and JPMorgan Chase Report on Form 8-K Bank, f/k/a the Chase dated August 1, 2001 Manhattan Bank and incorporated herein (the "Indenture Trustee"). by reference.
Exhibit 4.4 Conformed copy of the Filed as Exhibit 4.1 to Series 2001-1 Indenture Ford Credit Floorplan Supplement dated as of Corporation's and Ford August 1, 2001 between the Credit Floorplan LLC's Trust and the Indenture Report on Form 8-K Trustee. dated August 1, 2001 and incorporated herein by reference.
Exhibit 4.5 Conformed copy of the Flied as Exhibit 4.2 to Series 2001-2 Indenture Ford Credit Floorplan Supplement dated as of Corporation's and Ford August 1, 2001 between the Credit Floorplan LLC's Trust and the Indenture Report on Form 8-K Trustee. dated August 1, 2001 and incorporated herein by reference.
ITEM 14. (CONTINUED)
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan August 31, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated August 31, 2001 and incorporated herein by reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan September 30, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated September 30, 2001 and incorporated herein by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan October 31, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated October 31, 2001 and incorporated herein by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan November 30, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated November 30, 2001 and incorporated herein by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Floorplan December 31, 2001. Master Owner Trust A Series 2001-1 and Series 2001-2 Report on Form 8-K dated December 31, 2001 and incorporated herein by reference.
Exhibit 99 Selected Information Filed with this report. relating to the Series 2001-1 Notes and the Series 2001-2 Notes.