-----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, WNR6c7/ABxLZp2m4wzLJvu39pmIRugo/SAnLJ7oOb5S7VG2YHnzKlRc9GI3Y6FdW jw4XdH0lGgAA7hwlfzw5vg== 0000882135-99-000004.txt : 19990329 0000882135-99-000004.hdr.sgml : 19990329 ACCESSION NUMBER: 0000882135-99-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990326 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: 99574012 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, 1998 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 FORD CREDIT AUTO LOAN MASTER TRUST SERIES 1992-1, 1992-2, 1994-1, 1995-1, 1996-1 AND 1996-2 (Ford Credit Auto Receivables Corporation - Originator) ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 38-2973806 - ------------------------ ---------------------------- (State of Incorporation) (Employer Identification No.) The American Road, Dearborn, Michigan 48121 - ---------------------------------------- ---------- (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. XX Yes. 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, and sold to the general public the Series 1992-1, 6 7/8% Auto Loan Asset Backed Certificates (the "Series 1992-1 Certificates") in the initial principal amount of $1,000,000,000, the Series 1992-2, 7 3/8% Auto Loan Asset Backed Certificates (the "Series 1992-2 Certificates") in the initial principal amount of $700,000,000, 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 1992-1 Certificates, Series 1992-2 Certificates, 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 1992-1 Supplement dated as of December 31, 1991 to the Pooling and Servicing Agreement (the "1992-1 Supplement"), the Series 1992-2 Supplement dated as of March 31, 1992 to the Pooling and Servicing Agreement (the "1992-2 Supplement"), 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. 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 14 Series 1994-1 Certificateholders, 61 Series 1995-1 Certificateholders, 47 Series 1996-1 Certificateholders and 13 Series 1996-2 Certificateholders at February 19, 1999. There is no established public trading market for any of the Certificates. The Series 1992-1 and Series 1992-2 were repurchased from the Trust in 1997. 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 1994-1 Boston Safe Deposit and $198,885 19.9% Floating Rate Trust Company Auto Loan c/o Mellon Bank N.A. Asset Backed Three Mellon Bank Center Certificates Pittsburgh, PA 15259 Series 1994-1 Chase Manhattan Bank $120,405 12.0% Floating Rate 4 New York Plaza Auto Loan 13th Floor Asset Backed New York, NY 10004 Certificates Series 1994-1 Citibank N.A. $199,910 20.0% Floating Rate P. O. Box 30576 Auto Loan Tampa, FL 33630-3576 Asset Backed Certificates Series 1994-1 State Street Bank and $386,835 38.7% Floating Rate Trust Company Auto Loan Global Corp Action Dept JAB5W Asset Backed P.P. Box 1631 Certificates Boston, MA 02105-1631 Series 1995-1 Bank of New York $108,235 10.8% 6.50% Auto Loan 925 Patterson Plank Rd. Asset Backed Secaucus, NJ 07094 Certificates Series 1995-1 Bankers Trust Company $ 97,545 9.7% 6.50% Auto Loan c/o BT Services Asset Backed Tennessee Inc. Certificates 648 Grassmere Park Drive Nashville, TN 37211 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 Boston Safe Deposit $ 97,340 9.7% 6.50% Auto Loan & Trust Co. Asset Backed c/o Mellon Bank N.A. Certificates Three Mellon Bank Center Pittsburgh, PA 15259 Series 1995-1 Bank of Toyko-Mitsubishi $110,000 11.0% 6.50% Auto Loan Trust Company (The) Asset Backed Trust Operations Dept. Certificates Plaza 3, Fifth Floor Harborside Fin'l Ctr. Jersey City, NJ 07311-1904 Series 1995-1 Chase Manhattan Bank, $274,132 27.4% 6.50% Auto Loan 4 New York Plaza Asset Backed 13th Floor Certificates New York, NY 10004 Series 1995-1 State Street Bank and $121,220 12.1% 6.50% Auto Loan Trust Company Asset Backed Global Corp Action Dept JAB5W Certificates P.P.Box 1631 Boston, MA 02105-1631 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 1996-1 Bankers Trust Company $104,854 13.1% 5.50% Auto Loan c/o BT Services Asset Backed Tennessee, Inc. Certificates Custody Services 648 Grassmere Park Road Nashville, TN 37211 Series 1996-1 Boston Safe Deposit $199,045 24.9% 5.50% Auto Loan & Trust Co. Asset Backed c/o Mellon Bank N.A. Certificates Three Mellon Bank Center Pittsburgh, PA 15259 Series 1996-1 Prudential Securities $104,110 13.0% 5.50% Auto Loan Custody Asset Backed c/o ADP Proxy Services Certificates Edgewood, NY 11717 Series 1996-1 State Street Bank and $121,870 15.2% 5.50% Auto Loan Global Corp Action Dept. Asset Backed JAB5W Certificates P. O. Box 1631 Boston, MA 02105-1631 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 Bankers Trust Company $171,500 17.9% Variable Auto c/o BT Services Loan Asset Tennessee, Inc. Backed Custody Services Certificates 648 Grassmere Park Road Nashville, TN 37211 Series 1996-2 Chase Manhattan Bank $ 72,725 7.6% Variable Auto 4 New York Plaza Loan Asset 13th Floor Backed New York, NY 10004 Certificates Series 1996-2 Citibank N.A. $221,900 23.1% Variable Auto P. O. Box 30576 Loan Asset Tampa, FL 33607 Backed Certificates Series 1996-2 State Street Bank and $396,245 41.3% Variable Auto Trust Company Loan Asset Global Corp Action Dept. JAB5W Backed P.O.Box 1631 Certificates Boston, MA 02105-1631 * As of February 19, 1999 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Nothing to report. 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's Corporation. 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 Corporation's 1991 among Ford Credit Registration Statement on Auto Receivables Form S-1 (No. 33-47582) Corporation, as seller, and incorporated herein Ford Motor Credit Company by reference. as servicer, and The Chase Manhattan Bank, as trustee. Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended January 31, 1998. Master Trust Current Report on Form 8-K dated February 19, 1998 and incorporated herein by reference. Designation Description Method of Filing - ----------- ----------- ---------------- Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan February 28, 1998. Master Trust Current Report on Form 8-K dated March 23, 1998 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, 1998. Master Trust Current Report on Form 8-K dated April 7, 1998 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, 1998. Master Trust Current Report on Form 8-K dated April 30, 1998 and incorporated herein by reference. Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended May 31, 1998. Master Trust Current Report on Form 8-K dated May 31, 1998 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended June 30, 1998. Master Trust Current Report on Form 8-K dated June 30, 1998 and incorporated herein by reference. Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended July 31, 1998 Master Trust Current Report on Form 8-K dated July 31, 1998 and incorporated herein by reference. Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended August 31, 1998. Master Trust Current Report on Form 8-K dated August 31, 1998 and incorporated herein by reference. Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended September 30, 1998. Master Trust Current Report on Form 8-K dated September 30, 1998 and incorporated herein by reference. Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended October 31, 1998. Master Trust Current Report on Form 8-K dated October 31, 1998 and incorporated herein by reference. ITEM 14. (Continued) Designation Description Method of Filing - ----------- ----------- ----------------- Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended November 30, 1998. Master Trust Current Report on Form 8-K dated November 30, 1998 and incorporated herein by reference. Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended December 31, 1998. Master Trust Current Report on Form 8-K dated December 31, 1998 and incorporated herein by reference. Exhibit 99.1 Selected Information Filed with this report. relating to the Series 1992-1 Certificates, Series 1992-2 Certificates, Series 1994-1 Certificates, Series 1995-1 Certificates, Series 1996-1 Certificates, Series 1996-2 Certificates and Series 1997-1 Certificates. (b) Reports on Form 8-K Date of Report Item October 31, 1998 Item 5 - Other Events November 30, 1998 Item 5 - Other Events December 31, 1998 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) March 26, 1999 By: /s/ Richard P. Conrad ------------------------ Richard P. Conrad (Assistant Secretary of Ford Credit Auto Receivables Corporation, originator of Trust) EXHIBIT INDEX Exhibit Number Description of Exhibit Page - -------- ---------------------- ---- Exhibit 3.1 Restated Certificate of * Incorporation of Ford Credit Auto Receivables Corporation. Exhibit 3.2 By-Laws of Ford Credit Auto * Receivables Corporation. Exhibit 4.1 Conformed copy of Pooling and * Servicing Agreement dated as of December 31, 1991 among Ford Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee. Exhibit 19.1 Distribution Date Statement * for Collection Period ended January 31, 1998. Exhibit 19.2 Distribution Date Statement * for Collection Period ended February 28, 1998. Exhibit 19.3 Distribution Date Statement * for Collection Period ended March 31, 1998. Exhibit 19.4 Distribution Date Statement * for Collection Period ended April 30, 1998. Exhibit Number Description of Exhibit Page - -------- ---------------------- ---- Exhibit 19.5 Distribution Date Statement * for Collection Period ended May 31, 1998. Exhibit 19.6 Distribution Date Statement * for Collection Period ended June 30, 1998. Exhibit 19.7 Distribution Date Statement * for Collection Period ended July 31, 1998 Exhibit 19.8 Distribution Date Statement * for Collection Period ended August 31, 1998. Exhibit 19.9 Distribution Date Statement * for Collection Period ended September 30, 1998. Exhibit 19.10 Distribution Date Statement * for Collection Period ended October 31, 1998. Exhibit 19.11 Distribution Date Statement * for Collection Period ended November 30, 1998. Exhibit 19.12 Distribution Date Statement * for Collection Period ended December 31, 1998. Exhibit 99.1 Selected Information Filed with this report. relating to the Series 1992-1 Certificates, Series 1992-2 Certificates, Series 1994-1 Certificates, Series 1995-1 Certificates, Series 1996-1 Certificates, Series 1996-2 Certificates and Series 1997-1 Certificates. EX-99 2 Exhibit 99.1 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, 1998 through December 31, 1998 --------------------------------------------
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 $ 58,787,840.83 $ 64,217,013.93 $ 43,884,722.26 $ 56,656,667.74 $ 43,440,987.31 Servicing Fee Paid $ 9,999,999.96 $ 9,999,999.96 $ 8,000,000.04 $ 9,600,000.00 $ 7,500,000.00
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