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 (the "Servicer"), and The Bank of New York, as Master Trust Trustee (the "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 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, respectively, to the public. On July 10, 2003, the Master Trust issued Series 2003-1 of Class A and B Certificates in the amount of $200.0 million and $12.0 million, respectively, to the public. On June 10, 2004, the Master Trust issued Series 2004-1 of Class A and B Certificates in the amount of $200.0 million and $12.0 million, respectively, to the public. As of August 25, 2004, the Series 1995-1 Certificates were redeemed and paid in full.
Wholesale dealer notes (the "Dealer Notes") and security interests in the vehicles financed thereby were transferred to the Master Trust in exchange for cash. The cash was derived from proceeds of the sale by the Master Trust of floating rate pass-through certificates (the "Investor Certificates"), which were remarketed to the public. The Seller sells additional Dealer Notes on a daily basis to the Master Trust to replace those daily Dealer Notes that are 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 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
Refer to Schedule 13(f) for information regarding the Certificates.
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 the Certificateholders.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There were 50 participants holding positions in the Certificates issued by the Master Trust as of the end of the reporting year. For a breakdown of participants by series, refer to schedule 13(f). There is no principal market in which such certificates are traded. The Master Trust will not pay dividends in respect of the Certificates and, accordingly, the information required by Item 201 of Regulation S-K regarding dividends is inapplicable to the Trust.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
None.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As of October 31, 2004, the combined aggregate principal balance of Dealer Notes and Investment Securities was $1,186.4 million. Reference is made to Exhibit 13 for additional information for their respective series regarding principal and interest payments with respect to the Investor Certificates and information regarding servicing compensation and other fees paid by the trust during the fiscal year.
As of October 31, 2004, 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 $1,132.4 million and $54.0 million, respectively.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
None.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
None.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
None.
PART III (CONTINUED)
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Navistar Financial Corporation owns 100% of the Registrant's common stock.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits
3 Articles of Incorporation and By-Laws
10 Material Contracts
31 Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
99.1 Management's Assertion Concerning Compliance.
99.2 Independent Auditor's Report.
99.3 Officer's Compliance Certificate.
(b) Schedules
The Annual Summary of the Servicer and Settlement Certificates listed below is an annualized version of the monthly Servicer Certificates prepared by the Servicer.
13(a) Annual Summary - Servicer and Settlement Certificates for Series 1995-1 - Exhibit A
13(b) Annual Summary - Servicer and Settlement Certificates for Series 1998-1 - Exhibit A
13(c) Annual Summary
- Servicer and Settlement Certificates for Series 2000-1 - Exhibit A
13(d) Annual Summary - Servicer and Settlement Certificates for Series 2003-1 - Exhibit A
13(e) Annual Summary - Servicer and Settlement Certificates for Series 2004-1 - Exhibit A
13(f) Series Allocation Data
(b) Reports on Form 8-K
Registrant filed the following reports on Form 8-K during the three months ended October 31, 2004:
(i) Navistar Financial Dealer Note Master Trust filed the July Servicer and Settlement Certificates on Form 8-K dated September 3, 2004.
(ii) Navistar Financial Dealer Note Master Trust filed the August Servicer and Settlement Certificates on Form 8-K dated September 29, 2004.
(iii) Navistar Financial Dealer Note Master Trust filed the September Servicer and Settlement Certificates on Form 8-K dated October 27, 2004.
SIGNATURE
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 DEALER NOTE MASTER TRUST (Exact name of Registrant as specified in its charter)
By: /s/ PAUL MARTIN January 31, 2005 ---------------------------------- Paul Martin Vice President and Controller (Principal Accounting Officer)
Schedule 13(a)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A, DEALER NOTE ASSET BACKED CERTIFICATES SERIES 1995-1
Under the Series 1995-1 Supplement dated as of June 8, 1995 (the "Supplement") by and among Navistar Financial Corporation ("NFC"), Navistar Financial Securities Corporation ("NFSC") and The Bank of New York, as trustee (the "Master Trust Trustee") to the Pooling and Serving Agreement dated as of June 8, 1995 (as amended and supplemented, the "Agreement") by and among NFC, NFSC, the Master Trust Trustee and The Chase Manhattan Bank, as 1990 Trust Trustee, the Master Trust Trustee is required to prepare certain information each month regarding current distributions to certain accounts and payments to Series 1995-1 Certificateholders as well as the performance of the Master Trust during the previous month. An annual aggregation of such monthly reports for the period November 1, 2003 through August 31, 2004 with respect to distributions and performance of the Master Trust is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Investor Certificate. Certain other information is presented based on the aggregate amounts for the Master Trust as a whole. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement and the Supplement.
Schedule 13(a)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A, DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 1995-1
Schedule 13(b)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A, DEALER NOTE ASSET BACKED CERTIFICATES SERIES 1998-1
Under the Series 1998-1 Supplement dated as of July 17, 1998 (the "Supplement") by and among Navistar Financial Corporation ("NFC"), Navistar Financial Securities Corporation ("NFSC") and The Bank of New York, as trustee (the "Master Trust Trustee") to the Pooling and Servicing Agreement dated as of June 8, 1995 (as amended and supplemented, the "Agreement") by and among NFC, NFSC, the Master Trust Trustee and The Chase Manhattan Bank, as 1990 Trust Trustee, the Master Trust Trustee is required to prepare certain information each month regarding current distributions to certain accounts and payments to Series 1998-1 Certificateholders as well as the performance of the Master Trust during the previous month. An annual aggregation of such monthly reports for the period November 1, 2003 through October 31, 2004 with respect to distributions and performance of the Trust is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Investor Certificate. Certain other information is presented based on the aggregate amounts for the Master Trust as a whole. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement and the Supplement.
Schedule 13(b)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A, DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 1998-1
Schedule 13(c)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A AND CLASS B DEALER NOTE ASSET BACKED CERTIFICATES SERIES 2000-1
Under the Series 2000-1 Supplement dated as of July 13, 2000 (the "Supplement") by and among Navistar Financial Corporation ("NFC"), Navistar Financial Securities Corporation ("NFSC") and The Bank of New York, as trustee (the "Master Trust Trustee") to the Pooling and Servicing Agreement dated as of June 8, 1995 (as amended and supplemented, the "Agreement") by and among NFC, NFSC, the Master Trust Trustee and The Chase Manhattan Bank, as 1990 Trust Trustee, the Master Trust Trustee is required to prepare certain information each month regarding current distributions to certain accounts and payments to Series 2000-1 Certificateholders as well as the performance of the Master Trust during the previous month. An annual aggregation of such monthly reports for the period November 1, 2003 through October 31, 2004 with respect to distributions and performance of the Trust is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Investor Certificate. Certain other information is presented based on the aggregate amounts for the Master Trust as a whole. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement and the Supplement.
Schedule 13(c)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A AND CLASS B DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 2000-1
Schedule 13(d)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A AND CLASS B DEALER NOTE ASSET BACKED CERTIFICATES SERIES 2003-1
Under the Series 2003-1 Supplement dated as of July 10, 2003 (the "Supplement") by and among Navistar Financial Corporation ("NFC"), Navistar Financial Securities Corporation ("NFSC") and The Bank of New York, as trustee (the "Master Trust Trustee") to the Pooling and Servicing Agreement dated as of June 8, 1995 (as amended and supplemented, the "Agreement") by and among NFC, NFSC, the Master Trust Trustee and The Chase Manhattan Bank, as 1990 Trust Trustee, the Master Trust Trustee is required to prepare certain information each month regarding current distributions to certain accounts and payments to Series 2003-1 Certificateholders as well as the performance of the Master Trust during the previous month. An annual aggregation of such monthly reports for the period November 1, 2003 through October 31, 2004 with respect to distributions and performance of the Trust is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Investor Certificate. Certain other information is presented based on the aggregate amounts for the Master Trust as a whole. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement and the Supplement.
Schedule 13(d)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A AND CLASS B DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 2003-1
Schedule 13(e)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A AND CLASS B DEALER NOTE ASSET BACKED CERTIFICATES SERIES 2004-1
Under the Series 2004-1 Supplement dated as of June 10, 2004 (the "Supplement") by and among Navistar Financial Corporation ("NFC"), Navistar Financial Securities Corporation ("NFSC") and The Bank of New York, as trustee (the "Master Trust Trustee") to the Pooling and Servicing Agreement dated as of June 8, 1995 (as amended and supplemented, the "Agreement") by and among NFC, NFSC, and the Master Trust Trustee, the Master Trust Trustee is required to prepare certain information each month regarding current distributions to certain accounts and payments to Series 2004-1 Certificateholders as well as the performance of the Master Trust during the previous month. An annual aggregation of such monthly reports for the period June 1, 2004 through October 31, 2004 with respect to distributions and performance of the Trust is set forth below. Certain of the information is presented on the basis of an original principal amount of $1,000 per Investor Certificate. Certain other information is presented based on the aggregate amounts for the Master Trust as a whole. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement and the Supplement.
Schedule 13(e)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
CLASS A AND CLASS B DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 2004-1
Schedule 13(e)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 2004-1
Schedule 13(e)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 2004-1
Schedule 13(e)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 2004-1
Schedule 13(e)
ANNUAL SERVICER AND SETTLEMENT CERTIFICATE
DEALER NOTE MASTER TRUST
DEALER NOTE ASSET BACKED CERTIFICATES, SERIES 2004-1
SCHEDULE 13 (F) DEALER NOTE MASTER TRUST SERIES DATA FISCAL YEAR 2004 (11/01/2003 - 10/31/2004)
* 1995-1 series data as of August 31, 2004, the last day of the Due Period, preceding the Redemption date. ** 2004-1 series data commences as of its closing date, June 10, 2004.