-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, If+mQBlsLiwNeD0DXfoFBmiwsBqCUK1Fg/cyAcZhG/+DLLMGL0W4fBe7tlIqASok bhbJNI0gCWMh53Ujc3cojA== 0000889697-98-000143.txt : 19980330 0000889697-98-000143.hdr.sgml : 19980330 ACCESSION NUMBER: 0000889697-98-000143 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER AUTO TRUST 1997-2 CENTRAL INDEX KEY: 0001049627 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-55789-10 FILM NUMBER: 98576355 BUSINESS ADDRESS: STREET 1: 27777 FRANKLIN ROAD STREET 2: 25TH FLOOR CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2489483058 MAIL ADDRESS: STREET 1: 27777 FRANKLIN ROAD STREET 2: 25TH FLOOR CITY: SOUTHFIELD STATE: MI ZIP: 48034 10-K 1 CONFORMED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K __X__ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1997 OR _____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to --------------- --------------- Commission file number - ------------- PREMIER AUTO TRUST 1997-2 - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) State of Delaware 38-6698557 - ------------------------------------------------------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 27777 Franklin Road, Southfield, Michigan 48034 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (248) 948-3058 --------------------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes__X__ No____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this form 10-K or any amendment to this form 10-K. [X] PART I. ITEM 1. BUSINESS The Trust was formed under the laws of Delaware pursuant to an Amended and Restated Trust Agreement dated as of August 1, 1997, among Premier Receivables L.L.C. ("Premier L.L.C."), Chrysler Financial Corporation ("CFC"), and Chase Manhattan Bank Delaware, acting thereunder not in its individual capacity but solely as trustee of the Trust. On August 26, 1997, the Trust issued $280,000,000 aggregate principal amount of 5.68% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of 6.01% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $235,000,000 aggregate principal amount of 6.13% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), $200,000,000 aggregate principal amount of 6.25% Asset Backed Notes, Class A-4 (the "Class A-4 Notes") and $190,000,000 aggregate principal amount of 6.32% Asset Backed Notes, Class A-5 (the "Class A-5 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes, the "Class A Notes"). The Trust also issued $45,000,000 aggregate principal amount of 6.53% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A Notes, the "Notes"). The Notes were issued pursuant to an Indenture dated as of August 1, 1997, between the Trust and The First National Bank of Chicago, as Indenture Trustee. The assets of the Trust include a pool of motor vehicle retail installment sale contracts ("Receivables"), secured by security interests in the motor vehicles financed thereby and including certain monies due or received thereunder on or after August 6, 1997, transferred to the Trust by CFC on August 26, 1997. The Notes are secured by the assets of the Trust pursuant to the Indenture. The Trust has no employees. ITEM 2. PROPERTIES There is nothing to report with regard to this item. ITEM 3. LEGAL PROCEEDINGS There is nothing to report with regard to this item. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There is nothing to report with regard to this item. 2 PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is nothing to report with regard to this item. ITEM 6. SELECTED FINANCIAL DATA The selected financial data has been omitted since the required information is included in the financial statements or the notes thereto. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The Trust was formed under the laws of Delaware pursuant to an Amended and Restated Trust Agreement dated as of August 1, 1997, among Premier L.L.C., CFC, and Chase Manhattan Bank Delaware, acting thereunder not in its individual capacity but solely as trustee of the Trust. On August 26, 1997, the Trust issued $280,000,000 aggregate principal amount of 5.68% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of 6.01% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $235,000,000 aggregate principal amount of 6.13% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), $200,000,000 aggregate principal amount of 6.25% Asset Backed Notes, Class A-4 (the "Class A-4 Notes") and $190,000,000 aggregate principal amount of 6.32% Asset Backed Notes, Class A-5 (the "Class A-5 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes, the "Class A Notes"). The Trust also issued $45,000,000 aggregate principal amount of 6.53% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A Notes, the "Notes"). The Notes were issued pursuant to an Indenture dated as of August 1, 1997, between the Trust and The First National Bank of Chicago, as Indenture Trustee. The assets of the Trust include a pool of motor vehicle retail installment sale contracts ("Receivables"), secured by security interests in the motor vehicles financed thereby and including certain monies due or received thereunder on or after August 6, 1997, transferred to the Trust by CFC on August 26, 1997. The Notes are secured by the assets of the Trust pursuant to the Indenture. The trust has no employees. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There is nothing to report with regard to this item. 3 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PREMIER AUTO TRUST 1997-2 STATEMENT OF ASSETS, LIABILITIES AND EQUITY DECEMBER 31, 1997 (in millions of dollars) ASSETS Cash and Cash Equivalents (Note 1) $ 50.0 Receivables (Note 3) 1,108.8 -------- TOTAL ASSETS $1,158.8 ======== LIABILITIES AND EQUITY Amounts Held for Future Distribution (Note 1) $ 87.0 Asset Backed Notes (Notes 3 and 4) 1,071.8 -------- TOTAL LIABILITIES AND EQUITY $1,158.8 ======== See Notes to Financial Statements.
4 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
PREMIER AUTO TRUST 1997-2 STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS FOR THE PERIOD AUGUST 1, 1997 (INCEPTION) THROUGH DECEMBER 31, 1997 (in millions of dollars) CASH RECEIPTS Proceeds from Sale of Notes $1,200.0 Collections of Principal & Interest, and Other 201.5 -------- TOTAL CASH RECEIPTS 1,401.5 -------- CASH DISBURSEMENTS Purchase of Receivables 1,200.0 Distributions of Principal 128.2 Distributions of Interest 19.4 Distributions of Service Fees 3.9 -------- TOTAL CASH DISBURSEMENTS 1,351.5 -------- CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS $ 50.0 ======== See Notes to Financial Statements.
5 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) PREMIER AUTO TRUST 1997-2 NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of Premier Auto Trust 1997-2 (the "Trust") are prepared on the basis of modified cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles. The primary difference from the accrual basis to this basis is that the financial statements do not record accrued interest receivable on the Receivables or accrued interest payable on the Notes from the most recent Distribution Date to the balance sheet date. Cash and Cash Equivalents Short-term instruments with a maturity of less than three months when purchased are considered to be cash equivalents. The Trust received certain cash deposits from Chrysler Financial Corporation ("CFC") which are held as liquidity and credit enhancement reserves and invested in short-term instruments. Under the Sale and Servicing Agreement, the servicer is required to convey principal and interest collections to the Trust within two business days after their receipt. The Trust invests these collections in short-term instruments pending distribution. Amounts Held for Future Distribution Amounts held for future distribution represent certain short-term investments held for future distributions to Noteholders, and for liquidity and credit enhancement reserves. Amounts held for liquidity and credit enhancement reserves which are not utilized for future distributions to Noteholders will be distributed to Premier Receivables L.L.C. ("Premier L.L.C."). NOTE 2 - RELATED PARTIES Premier L.L.C. is a limited liability company controlled by CFC. NOTE 3 - SALE OF ASSET BACKED NOTES The Trust was formed under the laws of Delaware pursuant to an Amended and Restated Trust Agreement dated as of August 1, 1997, among Premier L.L.C., CFC, and Chase Manhattan Bank Delaware, acting thereunder not in its individual capacity but solely as trustee of the Trust. 6 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) PREMIER AUTO TRUST 1997-2 NOTES TO FINANCIAL STATEMENTS NOTE 3 - SALE OF ASSET BACKED NOTES - continued On August 26, 1997, the Trust issued $280,000,000 aggregate principal amount of 5.68% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $250,000,000 aggregate principal amount of 6.01% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $235,000,000 aggregate principal amount of 6.13% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), $200,000,000 aggregate principal amount of 6.25% Asset Backed Notes, Class A-4 (the "Class A-4 Notes") and $190,000,000 aggregate principal amount of 6.32% Asset Backed Notes, Class A-5 (the "Class A-5 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, and the Class A-4 Notes, the "Class A Notes"). The Trust also issued $45,000,000 aggregate principal amount of 6.53% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A Notes, the "Notes"). The Notes were issued pursuant to an Indenture dated as of August 1, 1997, between the Trust and The First National Bank of Chicago, as Indenture Trustee. The assets of the Trust include a pool of motor vehicle retail installment sale contracts (the "Receivables"), secured by security interests in the motor vehicles financed thereby and including certain monies due or received thereunder on or after August 6, 1997, transferred to the Trust by CFC on August 26, 1997. The Notes are secured by the assets of the Trust pursuant to the Indenture. NOTE 4 - PRINCIPAL AND INTEREST PAYMENTS Interest on the Notes will accrue at the respective fixed per annum interest rates specified above. Interest on the Notes will generally be payable on the sixth day of each month or, if any such day is not a Business Day, on the next succeeding Business Day (each, a "Distribution Date"), commencing September 8, 1997. Principal of the Notes will be payable on each Distribution Date to the extent described in the Prospectus Supplement dated August 12, 1997, and the Prospectus dated August 12, 1997 (collectively, the "Prospectus"); however, no principal payments will be made (i) on the Class A-2 Notes until the Class A-1 Notes have been paid in full, (ii) on the Class A-3 Notes until the Class A-2 Notes have been paid in full, (iii) on the Class A-4 Notes until the Class A-3 Notes have been paid in full, (iv) on the Class A-5 Notes until the Class A-4 Notes have been paid in full, or (v) on the Class B Notes until the Class A-5 Notes have been paid in full. Each class of the Notes will be payable in full on the applicable final scheduled Distribution Date as set forth in the Prospectus. However, payment in full of a class of Notes could occur earlier than such dates as described in the Prospectus. In addition, the outstanding Class A-5 Notes and Class B Notes will be subject to redemption in whole, but not in part, on any Distribution Date on which the Servicer exercises its option to purchase the Receivables. The Servicer may purchase the Receivables when the aggregate principal balance of the Receivables shall have declined to 10% or less of the Initial Pool Balance. 7 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED) PREMIER AUTO TRUST 1997-2 NOTES TO FINANCIAL STATEMENTS NOTE 5 - FEDERAL INCOME TAXES In the opinion of outside legal counsel, for federal income tax purposes, the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. NOTE 6 - FINANCIAL INSTRUMENTS The estimated fair value of financial instruments have been determined using available market information and valuation methodologies as described below. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts. The carrying amounts and estimated fair values of the Trust's financial instruments at December 31, 1997 were as follows:
Carrying Fair Amount Value ------- ----- (in millions of dollars) Cash and Cash Equivalents $ 50.0 $ 50.0 Receivables $1,108.8 $1,113.3 Amounts Held for Future Distribution $ 87.0 $ 88.7 Asset Backed Notes $1,071.8 $1,074.6
Assumptions and Methodologies The carrying value of cash and cash equivalents approximates market value due to the short maturity of these instruments. The fair value of receivables was estimated by discounting expected cash flows using rates of loans with similar maturities at December 31, 1997. The fair value of Asset Backed Notes was estimated using quoted market prices. The fair value of Amounts Held for Future Distribution was estimated at carrying value for amounts with short-term maturities and at net realizable value for remaining amounts due Premier L.L.C. 8 Deloitte & Touche LLP - ---------- ------------------------------------------------------- Suite 900 Telephone (313) 396-3000 600 Renaissance Center Detroit, Michigan 48243-1704 INDEPENDENT AUDITORS' REPORT Shareholder and Board of Directors Chrysler Financial Corporation Southfield, Michigan We have audited the accompanying statement of assets, liabilities and equity arising from cash transactions of Premier Auto Trust 1997-2 as of December 31, 1997, and the related statement of cash receipts and disbursements for the period August 1, 1997 (inception) through December 31, 1997. These financial statements are the responsibility of the management of Chrysler Financial Corporation. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described in Note 1, these financial statements were prepared on the basis of modified cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles. In our opinion, such financial statements present fairly, in all material respects, the assets, liabilities and equity arising from cash transactions of Premier Auto Trust 1997-2 as of December 31, 1997, and its cash receipts and disbursements for the period August 1, 1997 (inception) through December 31, 1997 on the basis of accounting described in Note 1. /s/ Deloitte & Touche LLP January 22, 1998 - -------------------- Deloitte Touche Tohmatsu International - -------------------- 9 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There is nothing to report with regard to this item. PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT There is nothing to report with regard to this item. ITEM 11. EXECUTIVE COMPENSATION There is nothing to report with regard to this item. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT There is nothing to report with regard to this item. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There is nothing to report with regard to this item. PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this report: 1. Financial Statements Financial statements for Premier Auto Trust 1997-2 as follows: Statement of Assets, Liabilities and Equity - December 31, 1997 (page 4 of this report) Statement of Cash Receipts and Disbursements for the period August 1, 1997 (inception) through December 31, 1997 (page 5 of this report) Notes to financial statements (pages 6, 7, and 8 of this report) Independent Auditors' Report (page 9 of this report) 10 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (CONTINUED) 2. Financial Statement Schedules All financial statement schedules have been omitted because the information to be provided therein is included in the financial statements or the notes thereto. 3. Exhibits (a) The following exhibits are filed as a part of this report: Exhibit No. ---------- 3 Certificate of Trust of Premier Auto Trust 1997-2. Filed as Exhibit 3 to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1997 and incorporated herein by reference. 4.1 Amended and Restated Trust Agreement, dated as of August 1, 1997, among Premier Receivables L.L.C., Chrysler Financial Corporation and Chase Manhattan Bank Delaware, as Owner Trustee. Filed as Exhibit 4.1 to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1997 and incorporated herein by reference. 4.2 Indenture, dated as of August 1, 1997, between Premier Auto Trust 1997-2 and The First National Bank of Chicago, as Indenture Trustee (excluding Schedule A). Filed as Exhibit 4.2 to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1997 and incorporated herein by reference. 4.3 Sale and Servicing Agreement, dated as of August 1, 1997, between Premier Auto Trust 1997-2 and Chrysler Financial Corporation (excluding Schedules A and C). Filed as Exhibit 4.3 to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1997 and incorporated herein by reference. 27 Financial Data Schedule (b) No reports on Form 8-K were filed by the Trust during the last quarter or the period covered by this report. E-1 PREMIER AUTO TRUST 1997-2 SIGNATURES Pursuant to the requirements 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. Premier Auto Trust 1997-2 (Registrant) By: Chrysler Financial Corporation, as Servicer ------------------------------------------- Date: March 11, 1998 By: /s/T.F. Gilman ------------------------------------------- T. F. Gilman, Vice President and Controller Principal Accounting Officer SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report or proxy material has been sent to security holders. E-2 PREMIER AUTO TRUST 1997-2 EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 3 Certificate of Trust of Premier Auto Trust 1997-2. Filed as Exhibit 3 to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1997. 4.1 Amended and Restated Trust Agreement, dated as of August 1, 1997, among Premier Receivables L.L.C., Chrysler Financial Corporation and Chase Manhattan Bank Delaware, as Owner Trustee. Filed as Exhibit 4.1 to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1997. 4.2 Indenture, dated as of August 1, 1997, between Premier Auto Trust 1997-2 and The First National Bank of Chicago, as Indenture Trustee (excluding Schedule A). Filed as Exhibit 4.2 to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1997. 4.3 Sale and Servicing Agreement, dated as of August 1, 1997, between Premier Auto Trust 1997-2 and Chrysler Financial Corporation (excluding Schedules A and C). Filed as Exhibit 4.3 to the Trust's Quarterly Report on Form 10-Q for the period ended September 30, 1997. 27 Financial Data Schedule E-3 EX-27 2
5 PREMIER AUTO TRUST 1997-1 FOR THE PERIOD AUGUST 1, 1997 (INCEPTION) THROUGH DECEMBER 31, 1997 FINANCIAL DATA SCHEDULE PURSUANT TO ARTICLE 5 OF REGULATION S-X $ Millions 1,000,000 12-MOS DEC-31-1997 AUG-01-1997 DEC-31-1997 $ 50 0 1,109 0 0 0 0 0 1,159 87 1,072 0 0 0 0 1,159 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00
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