-----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, EJLeGUa1MbbvnCrGWpJeiZBCTbwURV3v2BUZmAmjCQ4taaFga0+x/F0RIidomR4A GgbhU48F7t4qGPuPOsyVEg== 0000882135-00-000003.txt : 20000225 0000882135-00-000003.hdr.sgml : 20000225 ACCESSION NUMBER: 0000882135-00-000003 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD CREDIT AUTO LOAN MASTER TRUST CENTRAL INDEX KEY: 0000882135 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 136988339 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-21686 FILM NUMBER: 552456 BUSINESS ADDRESS: STREET 1: THE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48121 BUSINESS PHONE: 3133223000 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----- FORM 10-K (Mark One) XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - --- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to . Commission file numbers 0-21686 Commission file number: 021686 FORD CREDIT AUTO LOAN MASTER TRUST SERIES 1994-1, 1995-1, 1996-1, 1996-2 (Ford Credit Auto Receivables Corporation - Originator) - ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 38-2973806 - -------------------- ----------------------------------- (State of Incorporation) (I.R.S. employer identification no.) One American Road, Dearborn, Michigan 48126 - --------------------------------------- --------- (Address of principal executive offices) Zip code) Registrant's telephone number, including area code (313) 322-3000 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(c) 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 PART I. ITEM 1. Business The Ford Credit Auto Loan Master Trust (the "Trust") was created on February 5, 1992 pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of December 31, 1991 among Ford Motor Credit Company ("Ford Credit"), as servicer, Ford Credit Auto Receivables Corporation (the "Company"), as seller, and The Chase Manhattan Bank, (the "Trustee"), as successor trustee. Pursuant to the Pooling and Servicing Agreement, the Company transferred to the trust property primarily consisting of wholesale receivables generated from time to time in a portfolio of revolving financing arrangements with automobile dealers to finance their automobile and light truck inventory, collections as to the receivables, security interests in the vehicles financed thereby and certain other property. Such property was obtained by the Company pursuant to the Receivables Purchase Agreement dated as of December 31, 1991 between the Company, as purchaser, and Ford Credit, as seller. The Company has registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), and sold to the general public the Series 1994-1, Floating Rate Auto Loan Asset Backed Certificates (the "1994-1 Certificates") in the initial principal amount of $1,000,000,000, the Series 1995-1, 6.50% Auto Loan Asset Backed Certificates (the "1995-1 Certificates") in the initial principal amount of $1,000,000,000, the Series 1996-1, 5.50% Auto Loan Asset Backed Certificates (the "1996-1 Certificates") in the initial principal amount of $800,000,000 and the Series 1996-2 Variable Rate Auto Loan Asset Backed Certificates (the "1996-2 Certificates") in the initial principal amount of $960,000,000. In April 1997, the Company sold pursuant to Regulation S under the Act, the Series 1997-1 Floating Rate Auto Loan Asset Backed Certificates (the "Series 1997-1 Certificates") in the initial amount of $750,000,000. The Series 1994-1 Certificates, Series 1995-1 Certificates, Series 1996-1 Certificates, Series 1996-2 Certificates and Series 1997-1 were created pursuant to the Series 1994-1 Supplement dated as of June 30, 1994 to the Pooling and Servicing Agreement (the "1994-1 Supplement"), the Series 1995-1 Supplement dated as of June 30, 1995 to the Pooling and Servicing Agreement (the "1995-1 Supplement"), the Series 1996-1 Supplement dated as of December 31, 1995 to the Pooling and Servicing Agreement (the "1996-1 Supplement"), the Series 1996-2 Supplement dated as of December 31, 1995 to the Pooling and Servicing Agreement (the "1996-2 Supplement") and the Series 1997-1 Supplement dated as of March 31, 1997 to the Pooling and Servicing Agreement (the "1997-1 Supplement"), respectively. Each Series of Certificates represents an undivided interest in certain assets of the Trust. -2- ITEM 2. PROPERTIES - ------------------- For information regarding the property of the Trust, see the Pooling and Servicing Agreement and the Current Reports on Form 8-K incorporated by reference herein. For additional information regarding the Certificates, see Exhibit 99. ITEM 3. LEGAL PROCEEDINGS Nothing to report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Nothing to report. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS There were 61 Series 1995-1 Certificateholders, 52 Series 1996-1 Certificateholders and 17 1996-2 Certificateholders at January 12, 2000. There is no established public trading market for any of these Certificates. The Series 1997-1 Certificates, sold pursuant to Regulation S under the Act, were listed on the Luxembourg and Hong Kong Stock Exchanges. The Series 1994-1 Certificates were paid in full during 1999. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Nothing to report. PART III. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 1995-1 Bank of New York $109,675 11.0% 6.50% Auto Loan 925 Patterson Plank Rd. Asset Backed Secaucus, NJ 07094 Certificates Series 1995-1 Bankers Trust Company $ 74,945 7.5% 6.50% Auto Loan c/o BT Services Asset Backed Tennessee, Inc. Certificates Custody Services 648 Grassmere Park Dr. Nashville, TN 37211 Series 1995-1 Boston Safe Deposit & $110,975 11.1% 6.50% Auto Loan Trust Co. Asset Backed c/o Mellon Bank N.A. Certificates Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 -3- ITEM 12. (CONTINUED) (3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 1995-1 Bank of Tokyo- $110,000 11.0% 6.50% Auto Loan Mitsubishi Trust Asset Backed Company (The) Certificates Trust Operations Dept Plaza 3 5th Floor Harborside Fin'l Ctr Jersey City, NJ 07311-1904 Series 1995-1 Chase Manhattan Bank $271,772 27.2% 6.50% Auto Loan 4 New York Plaza Asset Backed 13th Fl. Certificates New York, NY 10004 Series 1995-1 State Street Bank and $110,745 11.0% 6.50% Auto Loan Trust Company Asset Backed 1776 Heritage Drive Certificates Global Corp. Action Unit JAB 5NY No. Quincy, MA l02171 Series 1996-1, Bankers Trust Company $107,724 13.5% 5.50% Auto c/o BT Services Loan Asset Tennessee, Inc. Backed Custody Services Certificates 648 Grassmere Park Rd. Nashville, TN 37211 Series 1996-1 Boston Safe Deposit & $160,475 20.0% 5.50% Auto Trust Co. Loan Asset c/o Mellon Bank N.A. Backed Three Mellon Center Certificates Room 153-3015 Pittsburgh, PA 15259 Series 1996-1 Chase Manhattan Bank $ 70,225 9.0% 5.50% Auto 4 New York Plaza Loan Asset 13th Fl. Backed New York, NY 10004 Certificates Series 1996-1 Prudential Securities $ 89,110 11.1% 5.50% Auto Custody Loan Asset c/o ADP Proxy Services Backed 51 Mercedes Way Certificates Edgewood, NY 11717 Series 1996-1 State Street Bank and $160,040 20.0% 5.50% Auto Trust Company Loan Asset 1776 Heritage Drive Backed Global Corp. Action Unit Certificates JAB 5NY No. Quincy, MA 02171 Series 1996-2 Bank of New York $ 52,950 5.5% Floating Rate 925 Patterson Plank Rd. Auto Loan Secaucus, NJ 07094 Asset Backed Certificates Series 1996-2 Bankers Trust Company $145,175 15.1% Floating Rate c/o BT Services Auto Loan Tennessee, Inc. Asset Backed Custody Services Certificates 648 Grassmere Park Rd. Nashville, TN 37211 -4- ITEM 12. (CONTINUED) (3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 1996-2 Chase Manhattan Bank $ 62,955 6.6% Floating Rate 4 New York Plaza Auto Loan 13th Floor Asset Backed New York, NY 10004 Certificates Series 1996-2 Citibank, N.A. $191,500 19.9% Floating Rate P.O. Box 30576 Auto Loan Tampa, FL 33630-3576 Asset Backed Certificates Series 1996-2 The Northern Trust Co. $ 58,310 6.1% Floating Rate 801 South Canal Auto Loan C-In Asset Backed Chicago, IL 60607 Certificates Series 1996-2 State Street Bank $389,570 40.6% Floating Rate and Trust Co. Auto Loan 1776 Heritage Drive Asset Backed Global Corp. Action Unit Certificates JAB 5NY No. Qunicy, MA 02171 * As of January 12, 2000 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Nothing to report. -5- PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)3. Exhibits Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 3.1 Restated Certificate of Filed as Exhibit 3.1 to Incorporation of Ford Ford Credit Auto Credit Auto Receivables Receivables Corporation. Corporation's Registration Statement on Form S-1(No.33-44432) and incorporated herein by reference. Exhibit 3.2 By-Laws of Ford Credit Filed as Exhibit 3.2 to Auto Receivables Ford Credit Auto Corporation. Receivables Corporation's Registration Statement on Form S-1(No.33-44432) and incorporated herein by reference. Exhibit 4.1 Conformed copy of Pooling Filed as Exhibit 4.1 to and Servicing Agreement Ford Credit Auto dated as of December 31, Receivables 1991 among Ford Credit Corporation's Auto Receivables Registration Statement Corporation, as seller, on Form S-1(No.33-47582) Ford Motor Credit Company and incorporated herein as servicer, and Chemical by reference. Bank, as trustee. -6- ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended January 31, 1999. Master Trust Current Report on Form 8-K dated January 31, 1999 and incorporated herein by reference. Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan February 28, 1999. Master Trust Current Report on Form 8-K dated February 28, 1999 and incorporated herein by reference. Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan March 31, 1999. Master Trust Current Report on Form 8-K dated March 31, 1999 and incorporated herein by reference. Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended April 30, 1999. Master Trust Current Report on Form 8-K dated April 30, 1999 and incorporated herein by reference. Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan May 31, 1999. Master Trust Current Report on Form 8-K dated May 31, 1999 and incorporated herein by reference. Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan June 30, 1999. Master Trust Current Report on Form 8-K dated June 30, 1999 and incorporated herein by reference. -7- ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan July 31, 1999. Master Trust Current Report on Form 8-K dated July 31, 1999 and incorporated herein by reference. Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan August 31, 1999. Master Trust Current Report on Form 8-K dated August 31, 1999 and incorporated herein by reference. Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan September 30, 1999. Master Trust Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan October 31, 1999. Master Trust Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan November 30, 1999. Master Trust Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan December 31, 1999. Master Trust Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 99.1 Selected Information Filed with this relating to the Series report. 1994-1 Certificates, the Series 1995-1 Certificates, the Series 1996-1 Certificates, the Series 1996-2 Certificates and the Series 1997-1 Certificates. -8- (b) Reports on Form 8-K Date of Report Item October 31, 1999 Item 5 - Other Events November 30, 1999 Item 5 - Other Events December 31, 1999 Item 5 - Other Events 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. Ford Credit Auto Loan Master Trust (Registrant) February 24, 2000 By:/s/ Richard P. Conrad ------------------------ Richard P. Conrad (Assistant Secretary of Ford Credit Auto Receivables Corporation, originator of Trust) -9- EXHIBIT INDEX Exhibit Number Description of Exhibit Page - -------- ---------------------- ---- Exhibit 3.1 Restated Certificate of Filed as Exhibit 3.1 to Incorporation of Ford Ford Credit Auto Credit Auto Receivables Receivables Corporation. Corporation's Registration Statement on Form S-1(No.33-44432) and incorporated herein by reference. Exhibit 3.2 By-Laws of Ford Credit Filed as Exhibit 3.2 to Auto Receivables Ford Credit Auto Corporation. Receivables Corporation's Registration Statement on Form S-1(No.33-44432) and incorporated herein by reference. Exhibit 4.1 Conformed copy of Pooling Filed as Exhibit 4.1 to and Servicing Agreement Ford Credit Auto dated as of December 31, Receivables 1991 among Ford Credit Corporation's Auto Receivables Registration Statement Corporation, as seller, on Form S-1(No.33-47582) Ford Motor Credit Company and incorporated herein as servicer, and Chemical by reference. Bank, as trustee. Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended January 31, 1999. Master Trust Current Report on Form 8-K dated January 31, 1999 and incorporated herein by reference. Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan February 28, 1999. Master Trust Current Report on Form 8-K dated February 28, 1999 and incorporated herein by reference. Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan March 31, 1999. Master Trust Current Report on Form 8-K dated March 31, 1999 and incorporated herein by reference. Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended April 30, 1999. Master Trust Current Report on Form 8-K dated April 30, 1999 and incorporated herein by reference. Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan May 31, 1999. Master Trust Current Report on Form 8-K dated May 31, 1999 and incorporated herein by reference. -10- Exhibit Number Description of Exhibit Page - -------- ---------------------- ---- Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan June 30, 1999. Master Trust Current Report on Form 8-K dated June 30, 1999 and incorporated herein by reference. Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan July 31, 1999. Master Trust Current Report on Form 8-K dated July 31, 1999 and incorporated herein by reference. Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan August 31, 1999. Master Trust Current Report on Form 8-K dated August 31, 1999 and incorporated herein by reference. Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan September 30, 1999. Master Trust Current Report on Form 8-K dated September 30, 1999 and incorporated herein by reference. Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan October 31, 1999. Master Trust Current Report on Form 8-K dated October 31, 1999 and incorporated herein by reference. Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan November 30, 1999. Master Trust Current Report on Form 8-K dated November 30, 1999 and incorporated herein by reference. Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan December 31, 1999. Master Trust Current Report on Form 8-K dated December 31, 1999 and incorporated herein by reference. Exhibit 99.1 Selected Information Filed with this relating to the Series report. 1994-1 Certificates, the Series 1995-1 Certificates, the Series 1996-1 Certificates, the Series 1996-2 Certificates and the Series 1997-1 Certificates. -11- EX-99 2 Exhibit 99 Selected Information Relating to Series 1994-1 Certificates, Series 1995-1 Certificates, Series 1996-1 Certificates, Series 1996-2 Certificates, and Series 1997-1 Certificates from January 1, 1999 through December 31, 1999 --------------------------------------------
Series 1994-1 Series 1995-1 Series 1996-1 Series 1996-2 Series 1997-1 Floating Rate 6.50% Auto 5.50% Auto Floating Rate Floating Rate Loan Asset Loan Asset Loan Asset Loan Asset Loan Asset Backed Backed Backed Backed Backed Certificates Certificates Certificates Certificates Certificates ------------ ------------- ------------- ------------ ------------ Interest Paid $ 30,950,947.78 $ 64,631,333.31 $ 43,995,833.37 $ 52,073,674.13 $ 39,921,906.25 Servicing Fee Paid $ 5,833,333.31 $ 9,999,999.96 $ 8,000,000.04 $ 9,600,000.00 $ 7,500,000.00
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