SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----
FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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: 021686
FORD CREDIT AUTO LOAN MASTER TRUST
(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.)
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:
Series 1994-1, Floating Rate Auto Loan Asset Backed Certificates
Series 1995-1, 6.50% Auto Loan Asset Backed Certificates
Series 1996-1, 5.50% Auto Loan Asset Backed Certificates
Series 1996-2, Floating Rate Auto Loan Asset Backed Certificates
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.
In 1994, the Company registered with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, (the "Act")
and sold to the general public the Floating Rate Auto Loan Asset Backed
Certificates (the "1994-1 Certificates") in the initial principal amount of
$1,000,000,000. In 1995, the Company registered with the Commission under
the Act and sold to the general public the Series 1995-1, 6.50% Auto Loan
Asset Backed Certificates (the "Series 1995-1 Certificates") in the initial
principal amount of $1,000,000,000. In 1996, the Company registered with the
Commission under the Act and sold to the general public the 1996-1, 5.50%
Auto Loan Asset Backed Certificates (the "Series 1996-1 Certificates")
in the initial amount of $800,000,000 and the Series 1996-2, Floating
Rate Auto Loan Asset Backed Certificates (the 1996-2 Certificates") in
the initial 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, the
Series 1995-1 Certificates, the Series 1996-1 Certificates, the Series
1996-2 Certificates and the Series 1997-1 Certificates 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
December 31, 1995 (the "1996-1 Supplement") and the Series 1996-2
Supplement dated December 31, 1995 (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 21 Series 1994-1 Certificateholders, 67 Series 1995-1
Certificateholders, 50 Series 1996-1 Certificateholders and 15 1996-2
Certificateholders at April 21, 1999. 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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Nothing to report. -3-
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 $213,885 21.4%
Floating Rate & Trust co.
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 12.4%
Floating Rate 4 New York Plaza
Auto Loan 13th Fl.
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 & $386,835 38.7%
Floating Rate Trust Co.
Auto Loan 1776 Heritage Drive
Asset Backed Global Corp Action Unit
Certificates JAB 5NW
No. Quincy, MA 02171
Series 1995-1 Bank of New York $113,935 11.4%
6.50% Auto Loan 925 Patterson Plank Rd.
Asset Backed Secaucus, NJ 07094
Certificates
Series 1995-1 Bankers Trust Company $ 88,845 8.9%
6.50% Auto Loan c/o BT Services
Asset Backed Tennessee, Inc.
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 1995-1 Boston Safe Deposit & $105,345 10.5%
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
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 Center
Jersey City, NJ 07311-1904
Series 1995-1 Chase Manhattan Bank $275,332 27.5%
6.50% Auto Loan 4 New York Plaza
Asset Backed Proxy Dept. 13th Fl.
Certificates New York, NY 10004
Series 1995-1 State Street Bank & $127,220 12.7%
6.50% Auto Loan Trust Co.
Asset Backed Global Corporate Action
Certificates Unit JAB 5NW
No. Quincy, MA 02171
Series 1996-1 ABN AMRO Inc./Bond $ 89,110 11.1%
5.50% Auto Trading
Loan Asset 181 W. Madison
Backed Chicago, IL 60603
Certificates
Series 1996-1, Bankers Trust Company $105,444 13.2%
5.50% Auto c/o BT Services
Loan Asset Tennessee, Inc.
Backed 648 Grassmere Park Rd.
Certificates Nashville, TN 37211
-5-
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 Boston Safe Deposit $202,045 25.3%
5.50% Auto & Trust co.
Loan Asset c/o Mellon Bank N.A.
Backed Three Mellon Bank Center
Certificates Pittsburgh, PA 155259
Series 1996-1 Chase Manhattan Bank $ 79,010 9.9%
5.50% Auto 4 New York Plaza
Loan Asset 13th Fl.
Backed New York, NY 10004
Certificates
Series 1996-1 State Street Bank & $143,370 17.9%
5.50% Auto Trust Co.
Loan Asset 1776 Heritage Dr.
Backed Global Corp. Action Unit
Certificates JAB 5NW
No. Quincy, MA 02171
Series 1996-2 Bankers Trust Company $175,875 18.3%
Floating Rate c/o BT Services
Auto Loan Tennessee, Inc.
Asset Backed 648 Grassmere Park Rd.
Certificates Nashville, TN 37211
Series 1996-2 Chase Manhattan Bank $ 72,725 7.6%
5.50% Auto 4 New York Plaza
Loan Asset 13th Fl.
Backed New York, NY 10004
Certificates
Series 1996-2, CitiBank, N.A. $221,900 23.1%
Floating Rate P. O. Box 30576
Auto Loan Tampa, FL 33630-3576
Asset Backed
Certificates
Series 1996-2 SSB-Custodian $391,870 40.8%
Floating Rate P. O. Box 1631
Auto Loan Boston, MA 02105-1631
Asset Backed
Certificates
* As of April 21, 1999
-6-
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. 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.
-7-
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
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 99 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.
(b) Reports on Form 8-K
Date of Report Item
January 31, 1999 Item 5 - Other Events
February 28, 1999 Item 5 - Other Events
March 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)
May 10, 1999 By:/s/ Richard P. Conrad
------------------------
Richard P. Conrad
(Assistant Secretary of Ford
Credit Auto Receivables
Corporation, originator of
Trust)
-8-
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, 1999.
Exhibit 19.2 Distribution Date Statement *
for Collection Period
ended February 28, 1999.
Exhibit 19.3 Distribution Date Statement *
for Collection Period
ended March 31, 1999.
Exhibit 99 Selected Information relating
to the Series 1994-1 Certificates,
the Series 1995-1 Certificates,
the Series 1996-1 Certificates,
the Series 1996-2 Certificates,
and the Series 1997-1 Certificates.
__________________
* Previously Filed
-9-