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 (DRAFCO). The registrant was formed for limited purposes, which include the purchasing of receivables, including recreational vehicle installment sales contracts or installment loans originated by Ganis Credit Corporation ("Ganis"), a Nevada corporation or acquired by Ganis from time to time in financing arrangements among Ganis and/or its affiliates including DRAFCO, with certain dealers to finance recreational vehicle sales and any activities incidental to and necessary or convenient for the accomplishment of such purposes. . On October 20,2003, E*TRADE Bank acquired all of the issued and outstanding capital stock of DRAFCO pursuant to a certain Stock Purchase Agreement, dated as of November 25, 2002 by and between Deutsche Bank AG and E*TRADE Bank, pursuant to which E*TRADE Bank previously acquired Ganis (which was subsequently renamed E*TRADE Consumer Finance Corporation ("ETCF")). On December 30, 2003, E*TRADE Bank then sold all of the issued and outstanding capital stock of DRAFCO to its ultimate parent E*TRADE Financial Corporation.
In accordance with its stated business purposes, the Registrant 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, DRAFCO 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 (now ETCF) or acquired by Ganis (now ETCF) from time to time in financing arrangements among Ganis (now ETCF) and/or its affiliates with certain dealers to finance recreational vehicle sales. The RV Trust 1999-3, has issued various classes of notes secured by the assets contained in the RV Trust 1999-3.
Item 3.
Item 3.
Legal Proceedings.*
None
Item 4.
Item 4.
Submission of Matters to a Vote of Security Holders.*
None
PART II
Item 5.
Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters.*
As of December 31, 2003 the RV Trust 1999-3 had $ 108,958,125.00 of such Notes outstanding bearing the following identifications:
Class A-1 Notes $ -0- Class A-2 Notes -0- Class A-3 Notes -0- Class A-4 Notes -0- Class A-5 Notes 37,257,125.00 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 $ 108,958,125.00
PART IV
Item 16.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K.*
(a) Financial Statements.
The Registrant includes as exhibits hereto the Annual Accountant's Report on compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Brokers with respect to the Notes issued and outstanding by Distribution Financial Services RV Trust 1999-3.
(b) Reports on Form 8-K.
The Servicer on behalf of the Registrant has filed reports on Form 8-K for each month during the year 2003 reporting Item 5. Other Events and including therewith as an exhibit, the Collection Period Statement Information with respect to the Distribution Financial Services RV Trust 1999-3Notes.
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 Trust 1999-3 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 TRUST 1999-3
By: Wells Fargo Bank, National Association. not in its individual capacity but solely as Owner Trustee
By: /s/ Melissa Philibert ------------------------------- Corporate Trust Officer Title
March 12, 2004
EXHIBIT INDEX