Item 1. Business
Superior Wholesale Inventory Financing Trust XII, (the “Trust”) was formed pursuant to a Trust Agreement between Wholesale Auto Receivables Corporation (the “Seller”) and Chase Manhattan Bank USA, National Association (the “Owner Trustee”). On June 23, 2005, and on December 7, 2005, the Trust issued Asset-Backed Notes (the “Notes”). The Notes are issued and secured pursuant to an Indenture between the Trust and the Bank of New York, as Indenture Trustee (the “Indenture Trustee” and, together with the Owner Trustee, the “Trustees”). The Trust also issued Asset-Backed Certificates (the “Certificates”). For further information, refer to the Prospectus Supplement dated June 16, 2005 filed pursuant to Rule 424(b) on June 21, 2005, and the Prospectus Supplement dated November 29, 2005 filed pursuant to Rule 424(b) on December 2, 2005.
Item 1A.
Item 1A. Risk Factors
Not Applicable
Item 1B.
Item 1B. Unresolved Staff Comments
None
Item 2.
Item 2. Properties
The property currently held by the Trust includes a pool of wholesale receivables generated in a portfolio of revolving financing arrangements with dealers to finance inventories of new and used automobiles and light trucks and collections thereon.
Item 3.
Item 3. Legal Proceedings
There are no material legal proceedings involving the Trust, the Seller or General Motors Acceptance Corporation (“GMAC” or the “Servicer”) which relate to the Trust or its property pending as of the date of this report.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No votes or consents of Noteholders or Certificateholders were solicited for any purpose during the year ended.
Part II
Item 5.
Item 5. Market For Registrant’s Common Equity and Related Stockholder Matters
As of December 31, 2005, the holders of the Asset-Backed Notes and Asset-Backed Certificates issued by the Trust totaled:
To the best knowledge of the Registrant, there is no established public trading market for the Notes or Certificates.
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
The Trust was formed pursuant to a Trust Agreement between the Seller and Chase Manhattan Bank USA, National Association, as Owner Trustee. The Trust issued the following Asset-Backed Notes and Certificates. The Trust acquired certain eligible wholesale finance receivables from the Seller in the aggregate amount as shown below in exchange for Floating Rate Asset-Backed Notes and Asset-Backed Certificates representing undivided equity interests in the Trust.
GMAC, the originator of the wholesale receivables, continues to service the receivables for the Trust and receives compensation and fees for such services. Investors receive monthly payments of interest for each class of Notes and Certificates based on floating interest rates.
Item 7a.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
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
Item 9A.
Item 9A. Controls and Procedures
Not Applicable
Item 9B.
Item 9B. Other Information
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
None
Item 14.
Item 14. Principal Accountant Fees and Services
None
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
List the following documents filed as a part of the report:
(1)
Financial Statements - Not Applicable
(2)
Financial Statement Schedules - Not Applicable
(3)
Exhibits
•
Annual Statement to Noteholders and Certificateholders stating aggregate totals of information in distribution reports.
•
Officer’s Certificate of Compliance pursuant to Section 4.1 of the Trust Sale and Servicing Agreement.
•
Copy of Report of Independent Registered Public Accounting Firm dated March 13, 2006
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.
Superior Wholesale Inventory Financing Trust XII
by: General Motors Acceptance Corporation
(Administrator, not in its individual capacity but
solely as Administrator on behalf of the Trust)
Date: March 31, 2006
Index of Exhibits