Item 1. Business
The Navistar Financial Dealer Note Trust 1990 (the "1990 trust") was terminated as of February 28, 1999. All outstanding 1990 Trust Certificates were redeemed in full. At that time all assets owned by the 1990 Trust were transferred to the Navistar Financial 1995 Dealer Note Master Trust (the "Master Trust") and the Master Trust became the active trust.
The Master Trust was formed pursuant to a Pooling and Servicing Agreement dated as of June 8, 1995, among Navistar Financial Securities Corporation, as Seller (the "Seller"), Navistar Financial Corporation, as Servicer, and The Bank of New York, as Master Trust Trustee. On June 8, 1995, the 1990 Trust issued certificates representing an undivided interest in the 1990 Trust assets (the "1990 Trust Certificates") in the amount of $207.9 million to the Master Trust which, in turn, issued Series 1995-1 Certificates in the amount of $200.0 million to the public. On August 19, 1997, the 1990 Trust issued 1990 Trust Certificates in the amount of $200.0 million to the Master Trust which, in turn, issued Series 1997-1 Certificates to the public. On July 17, 1998, the 1990 Trust issued 1990 Trust Certificates in the amount of $200.0 million to the Master Trust which, in turn, issued Series 1998-1 Certificates to the public. On July 13, 2000, the Master Trust issued Series 2000-1 of Class A and B Certificates in the amount of $200.0 million and $12.0 million to the public.
Wholesale dealer notes (the "Dealer Notes") and security interests in the vehicles financed thereby were transferred to the Master Trust in exchange for floating rate pass-through certificates (the "Investor Certificates") which were remarketed to the public. Additional Dealer Notes are sold on a daily basis by the Seller to the Master Trust to replace those Dealer Notes which have been liquidated or charged off as uncollectible. Accordingly, the aggregate amount of Dealer Notes in the Master Trust will fluctuate from day to day as new Dealer Notes are generated and as existing Dealer Notes are removed.
Under the terms of the Pooling and Servicing Agreement, the Seller is required to maintain a minimum investment in the Master Trust (the "Minimum Master Trust Seller's Interest"), a portion of which is subordinated to the Investor Certificates. If the amount of Dealer Notes in the Master Trust is less than the combined ownership interest evidenced by the Investor Certificates and Minimum Master Trust Seller's Interest, the Seller must transfer additional funds ("Investment Securities") to the Master Trust to maintain NFSC's investment in the Master Trust (the "Master Trust Seller's Interest") at an amount not less the Minimum Master Trust Seller's Interest.
Item 2.
Item 2. Properties
Not applicable.
PART I (continued)
Item 3.
Item 3. Legal Proceedings
The registrant knows of no material pending legal proceedings involving either the Dealer Notes or the trustees, or the Seller or Servicer in respect of the trusts.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the period of this report to a vote of holders of the Certificates. PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
Not applicable.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
As of October 31, 2001, the combined aggregate principal balance of Dealer Notes and Investment Securities was $952.4 million. Reference is made to Exhibit 13 for additional information regarding principal and interest payments with respect to the Investor Certificates and information regarding servicing compensation and other fees paid by the trusts during the fiscal year.
As of October 31, 2001, the combined aggregate principal balance of Dealer Notes and Investment Securities allocated by the Master Trust to Investor Certificates and the Master Trust Seller's Interest was $797.3 million and $155.1 million, respectively.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
3 Articles of Incorporation and By-Laws
10 Material Contracts
An Annual Summary of the Servicer and Settlement Certificate listed below is an annualized version of the monthly Servicer Certificates prepared by the Servicer.
13(a) - Annual Summary of Servicer and Settlement Certificates Series 1995-1
13(b) - Annual Summary of Servicer and Settlement Certificates Series 1997-1
13(c) - Annual Summary of Servicer and Settlement Certificates Series 1998-1
13(d) - Annual Summary of Servicer and Settlement Certificates Series 2000-1
(b) Reports on Form 8-K:
The Registrant filed the following reports on Form 8-K during the three months ended October 31, 2001:
(i) Form 8-K dated August 29, 2001 (ii) Form 8-K dated October 9, 2001 (iii) Form 8-K dated October 29, 2001
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.
NAVISTAR FINANCIAL SECURITIES CORPORATION on behalf of NAVISTAR FINANCIAL DEALER NOTE MASTER TRUST (Exact name of Registrant as specified in its charter)
By: /s/ RONALD D. MARKLE January 29, 2002 Ronald D. Markle Vice President and Controller (Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Exhibit
3 Articles of Incorporation and By-Laws
10 Material Contracts
13(a) Annual Summary - Servicer and Settlement Certificates Series 1995-1
13(b) Annual Summary - Servicer and Settlement Certificates Series 1997-1
13(c) Annual Summary - Servicer and Settlement Certificates Series 1998-1
13(d) Annual Summary - Servicer and Settlement Certificates Series 2000-1
Exhibit 3 NAVISTAR FINANCIAL SECURITIES CORPORATION
ARTICLES OF INCORPORATION AND BY-LAWS
The following documents of Navistar Financial Securities Corporation are incorporated herein by reference:
3.1 Certificate of Incorporation of Navistar Financial Securities Corporation (as in effect on September 13, 1990). Filed on Registration No. 33-36767.
3.2 The By-Laws of Navistar Financial Securities Corporation. Filed on Registration No. 33-36767. Exhibit 10
MATERIAL CONTRACTS
The following material contracts of Navistar Financial Securities Corporation are incorporated herein by reference:
10.1 Pooling and Servicing Agreement dated as of June 8, 1995, among Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, The Chase Manhattan Bank (survivor in the merger between The Chase Manhattan Bank and Chemical Bank which was the survivor in the merger between Chemical Bank and Manufacturers Hanover Trust Company), as 1990 Trust Trustee, and The Bank of New York, as Master Trust Trustee. Filed on Registration No. 33-87374.
10.2 Series 1995-1 Supplement to the Pooling and Servicing Agreement dated as of June 8, 1995, among Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and The Bank of New York, as Master Trust Trustee on behalf of the Series 1995-1 Certificateholders. Filed on Registration No. 33-87374.
10.3 Purchase Agreement dated as of June 8, 1995, between Navistar Financial Corporation and Navistar Financial Securities Corporation, as Purchaser, with respect to the Dealer Note Master Trust. Filed on Registration No. 33-87374.
10.4 Series 1997-1 Supplement to the Pooling and Servicing Agreement dated as of August 19, 1997, among Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and The Bank of New York, as Master Trust Trustee on behalf of the Series 1997-1 Certificateholders. Filed on Registration No. 333-30737.
10.5 Series 1998-1 Supplement to the Pooling and Servicing Agreement dated as of July 17, 1998, among Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and The Bank of New York, as Master Trust Trustee on behalf of the Series 1998-1 Certificateholders. Filed on Registration No. 333-30737.
10.6 Series 2000-1 Supplement to the Pooling and Servicing Agreement dated as of July 13, 2000, among Navistar Financial Corporation, as Servicer, Navistar Financial Securities Corporation, as Seller, and The Bank of New York, as Master Trust Trustee on behalf of the Series 2000-1 Certificateholders. Filed on Registration No. 333-32960.