Conformed Copy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 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 000-19452
---------
CARCO AUTO LOAN MASTER TRUST
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York Not Applicable
- -----------------------------------------------------------------------------
(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) 948-3067
-------------------------
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 _____
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The interim financial data presented herein are unaudited, but in the opinion
of management reflect all adjustments necessary for a fair presentation of
such information (see Note 1). Results for interim periods should not be
considered indicative of results for a full year.
2
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
September 30,
--------------------
1999 1998
---- ----
(unaudited)
ASSETS
Cash and Cash Equivalents (Note 2) $ 50.0 $ 32.3
Receivables (Note 4) 8,861.4 8,057.0
-------- --------
TOTAL ASSETS $8,911.4 $8,089.3
======== ========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 50.0 $ 32.3
Asset Backed Certificates (Notes 3 and 4) 8,861.4 8,057.0
-------- --------
TOTAL LIABILITIES AND EQUITY $8,911.4 $8,089.3
======== ========
See Notes to Financial Statements.
3
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Nine Months Ended
September 30,
----------------------
1999 1998
---- ----
(unaudited)
CASH RECEIPTS
Collections of Interest $ 635.1 $ 498.9
Deposit to Subordinated Accounts 21.1 7.5
Proceeds from Sales of Investor Certificates 3,350.0 1,000.0
Collections of Principal 190.3 2,350.0
-------- --------
TOTAL CASH RECEIPTS 4,196.5 3,856.4
-------- --------
CASH DISBURSEMENTS
Purchase of Certificates Held by USA 3,350.0 1,000.0
Distribution of Principal 190.3 2,350.0
Distributions of Interest 595.4 513.4
Distributions from Subordinated Accounts 1.2 18.3
Distributions of Servicer Fees 38.7 40.4
-------- --------
TOTAL CASH DISBURSEMENTS 4,175.6 3,922.1
-------- --------
CHANGE IN CASH AND CASH EQUIVALENTS 20.9 (65.7)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 29.1 98.0
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 50.0 $ 32.3
======== ========
See Notes to Financial Statements.
4
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of CARCO Auto Loan Master Trust (the "Trust") are
prepared on the basis of 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 Certificates from the most
recent Distribution Date to the balance sheet date.
Derivative Financial Instruments
The Trust uses derivative financial instruments to manage its exposure
arising from declines in interest rates. The derivative financial instruments
used have been limited to interest rate swap agreements. The Trust does not
use derivative financial instruments for trading purposes.
Interest differentials resulting from interest rate swap agreements are
recorded on a cash basis as an adjustment to interest collections.
NOTE 2 - CASH AND CASH EQUIVALENTS
Short-term instruments with a maturity of less than 30 days when purchased
are considered to be cash equivalents. The Trust received certain cash
deposits from Chrysler Financial Company L.L.C. 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 on a monthly basis.
NOTE 3 - RELATED PARTIES
U.S. Auto Receivables Company ("USA") is, and CCC was, a wholly-owned
subsidiary of Chrysler Financial Company LLC ("LLC"), formerly known as
Chrysler Financial Corporation ("CFC"). On December 31, 1995, CCC merged with
and into CFC, now LLC. On November 12, 1998, LLC's parent, Chrysler
Corporation became a wholly-owned subsidiary of DaimlerChrysler AG
("Daimler") and on November 17, 1998, Chrysler Corporation changed its name
to DaimlerChrysler Corporation ("DaimlerChrysler").
5
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALES OF CERTIFICATES
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
Issue Principal Amount
Date Series Description (in millions)
- ----- ------------------ ----------------
8/91 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $750.0 (1)
10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $500.0 (1)
12/91 Money Market Auto Loan Asset Backed Certificates, Series A $300.0 (1)
3/92 Money Market Auto Loan Asset Backed Certificates, Series B $350.0 (1)
5/92 Money Market Auto Loan Asset Backed Certificates, Series C $150.0 (1)
7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $400.0 (1)
10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $400.0 (1)
2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $250.0 (1)
11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Class A-1 Money Market Extendible Certificates $288.5 (1)
Class A-1 Money Market Extendible Certificates $111.5 (1)
Class A-2 Medium Term Certificates $100.0 (1)
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500.0
12/94 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $500.0 (1)
12/94 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $350.0 (1)
1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $600.0 (1)
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500.0 (1)
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250.0
11/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1 $500.0
12/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2 $500.0
8/97 6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $509.7
6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $190.3 (1)
7/98 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Class A-1 Certificates $500.0
Class A-2 Certificates $500.0
3/99 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
5.65% Class A-1 Certificates $400.0
5.78% Class A-2 Certificates $600.0
5/99 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
Class A-1 Certificates $750.0
Class A-2 Certificates $600.0
7/99 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3 $1,000.0
6
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALES OF CERTIFICATES - (CONTINUED)
(1) Series matured prior to September 30, 1999. Refer to Note 5 for further
details.
Receivables in excess of total investor's certificates outstanding at
September 30, 1999 and 1998 are represented by Certificates held by USA.
7
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS
Expected
Interest Interest Principal Maturity
Series Rate Payments Payments(1) Date(2)
- ------ -------- -------- ----------- -------
91-3 7 7/8% Semi-Annually 8/1996 Matured
92-2 LIBOR + 0.35% Monthly 10/1997 Matured
93-1 LIBOR + 0.28% Monthly 2/1998 Matured
93-2 A-1 Comm Paper + 0.075% Monthly 11/1997 Matured
93-2 A-1 Comm Paper + 0.075% Monthly 11/1998 Matured
A-2 LIBOR + 0.26% Monthly 11/1998 Matured
94-1 LIBOR + 0.18% Monthly -- 10/1999
94-2 7 7/8% Semi-Annually 8/1997 Matured
94-3 8 1/8% Annually 11/1997 Matured
95-1 LIBOR + 0.16% Monthly 7/1998 Matured
95-2 LIBOR + 0.13% Monthly -- 3/2000
95-3 Fed Funds + 0.25% Monthly 6/1998 Matured
95-4 Fed Funds + 0.26% Monthly 5/1998 Matured
95-4A Fed Funds + 0.26% Monthly 7/1998 Matured
95-5 Comm Paper + 0.1875% Monthly -- 2/2000
96-1 LIBOR + 0.135% Monthly -- 11/2003
96-2 LIBOR + 0.05% Monthly -- 12/2001
97-1 6.689% (4) Monthly 9/1999(3) 8/2004
98-1 A-1 LIBOR + 0.04% Monthly -- 6/2001
A-2 LIBOR + 0.08% Monthly -- 6/2003
99-1 A-1 5.65% Monthly -- 3/2001
A-2 5.78% Monthly -- 3/2002
99-2 A-1 LIBOR + 0.07% Monthly -- 5/2002
A-2 LIBOR + 0.13% Monthly -- 5/2004
99-3 LIBOR + 0.12% Monthly -- 7/2002
<FN>
(1) The dates listed are the Distribution Dates on which the principal of
the Certificates were paid.
8
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS - (CONTINUED)
(2) The date listed is the Distribution Date on which the principal of the
Certificates is scheduled to be paid, however, the principal of the
Certificates may be paid earlier under certain circumstances described
in the related prospectus.
(3) As of September 30, 1999, $190.3 million of the original $700.0 million
of principal on Series 1997-1 was paid to Certificateholders.
(4) In connection with this Series, the Trust entered into an interest rate
swap agreement with AIG Financial Products Corporation ("AIG"), the
notional amount of which is equal to the principal amount of the related
Certificates. Under this agreement, AIG paid the Trust interest at the
Certificate Rate, and the Trust paid interest to AIG based on a floating
rate of LIBOR plus 0.25%.
9
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - FEDERAL INCOME TAXES
The Certificates, in the opinion of outside legal counsel, will not be
characterized as debt of the Trust for federal income tax purposes.
Certificate holders will be subject to income tax on interest earned with
respect to the Certificates.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
August 1991 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996 $750 million
October 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2
October 1997 $400 million
February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
February 1998 $250 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1998 $388.5 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1997 $111.5 million
October 1994 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
Outstanding $500 million
December 1994 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2
August 1997 $500 million
December 1994 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3
November 1997 $350 million
January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
July 1998 $600 million
March 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
Outstanding $600 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3
June 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
May 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
July 1998 $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
Outstanding $250 million
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
November 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1
Outstanding $500 million
December 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
Outstanding $500 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
Outstanding $509.7 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
August 1999 $121.4 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
September 1999 $68.9 million
July 1998 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Outstanding $1 billion
March 1999 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
Outstanding 5.65% Class A-1 Certificates $400 million, and 5.78% Class A-2 Certificates
$600 million.
May 1999 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
Outstanding $1.35 billion
July 1999 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3
Outstanding $1 billion
Chrysler Credit Corporation ("CCC") serviced the Receivables for a fee prior
to January 1, 1996. On December 31, 1995 CCC merged with and into CFC, now
LLC. CFC and LLC have serviced the Receivables for a fee since this merger.
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the
Trust.
The Trust has no employees.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Year 2000
The Trust relies on the servicer's computer systems. CFC, as servicer, has
conducted an evaluation of the actions necessary to ensure that its business
critical computer systems will function without disruption with respect to
the application of dating systems in the Year 2000. CFC has completed the
process of upgrading, replacing and testing certain of its information and
other computer systems. This remediation was essentially completed during the
third quarter of 1999. Contingency plans have been developed to address any
unforeseen Year 2000 problem. However, there can be no assurance that the
remedial actions being implemented by CFC will be completed in time to avoid
dating systems problems or that the cost will not be material to CFC. If CFC
is unable to complete its remedial actions in the planned timeframe,
contingency plans will be developed to address those business critical
computer systems that may not be Year 2000 compliant.
The cost of this remediation will not have a material effect to the
consolidated results of operations and financial position. These expenses are
being expensed as they occur. CFC has developed contingency plans to address
any unforeseen Year 2000 related events.
In addition, disruptions with respect to vendor or customer computer systems,
which are outside the control of CFC, could impair the ability of CFC to
obtain necessary services or to provide services to their customers.
Disruptions of CFC's computer systems, or the computer systems of CFC's
vendors or customers, as well as the cost of avoiding such disruption, could
have a material adverse effect upon the financial condition and results of
operations of CFC. CFC has assessed the Year 2000 readiness of its business
critical vendors and customers. CFC believes that the most likely worst case
scenario is that a small number of vendors will be unable to supply service
for a short time after January 1, 2000. As part of the assessment process,
CFC has developed contingency plans should any critical vendors be unable to
provide services.
13
PART II. OTHER INFORMATION
ITEMS 1, 2, 3, 4, 5.
There is nothing to report with regard to these items.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177
and incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B
to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference.
4-A Pooling and Servicing Agreement, dated as of May 31, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 2 to the Trust's
Registration Statement on Form 8-A dated July 31, 1991, and
incorporated herein by reference.
4-B Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-F to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-C Series B Supplement, dated as of March 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-I to the Trust's
Quarterly Report on Form 10-Q for the period ended March 31,
1992, and incorporated herein by reference.
4-D Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1992, and
incorporated herein by reference.
4-E First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 2.2 to the
Trust's Registration Statement on Form 8-A dated September 14,
1992, and incorporated herein by reference.
4-F Second Amendment dated as of September 21, 1993, to Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned
by Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer, and Manufacturers
and Traders Trust Company, as Trustee. Filed as Exhibit 4.3 to
USA's Registration Statement on Form S-1 (File No. 33-70144)
and incorporated herein by reference.
4-G Series 1994-1 Supplement dated as of September 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994,
and incorporated herein by reference.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-H Series 1995-2 Supplement dated as of February 28, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
4-I Series 1995-5 Supplement dated as of November 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, and joined in by Societe Generale,
Chicago Branch, as Agent. Filed as Exhibit 4-CC to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference.
4-J Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, by and among U.S. Auto Receivables
Company, Chrysler Financial Corporation, Manufacturers and
Traders Trust Company and The Bank of New York. Filed as
Exhibit 4-DD to the Trust's Quarterly Report on Form 10-Q for
the period ended September 30, 1996, and incorporated herein
by reference.
4-K Series 1996-1 Supplement dated as of September 30, 1996, among
U.S. Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-EE to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-L Series 1996-2 Supplement dated as of November 30, 1996, among
U.S. Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-FF to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-M Series 1997-1 Supplement dated as of July 24, 1997, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-GG to the Trust's Quarterly Report
on Form 10-Q for the period ended September 30, 1997 and
incorporated herein by reference.
4-N Series 1998-1 Supplement dated as of June 16, 1998, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-HH to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1998 and
incorporated herein by reference.
4-O Series 1999-1 Supplement dated as of March 10, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Company, L.L.C., as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4.1 to the Trust's Report on Form
8-K dated August 30, 1999 and incorporated herein by
reference.
4-P Series 1999-2 Supplement dated as of May 20, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Company, L.L.C., as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4.2 to the Trust's Report on Form
8-K dated August 30, 1999 and incorporated herein by
reference.
4-Q Series 1999-3 Supplement dated as of July 22, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-Q to the Trust's Quarterly Report
on Form 10-Q for the period ended September 30, 1999 and
filed herewith.
15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
27 Financial Data Schedule.
(b) The registrant filed the following report on Form 8-K during the quarter
ended September 30, 1999:
Date of Report Date Filed Items Reported
-------------- ---------- -------------
July 13, 1999 July 14, 1999 5, 7
Financial Statements Filed
--------------------------
None
Date of Report Date Filed Items Reported
-------------- ---------- -------------
August 30, 1999 August 30, 1999 5, 7
Financial Statements Filed
--------------------------
None
16
CARCO AUTO LOAN MASTER TRUST
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.
CARCO Auto Loan Master Trust (Registrant)
By: Chrysler Financial Company L.L.C., as Servicer
----------------------------------------------
Date: November 5, 1999 By: /s/ David H. Olsen
----------------------------------------------
David H. Olsen, Vice President and Controller
Principal Accounting Officer
17
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- -------- ----------------------
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177
and incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B
to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference.
4-A Pooling and Servicing Agreement, dated as of May 31, 1991,
among Chrysler Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 2 to the Trust's
Registration Statement on Form 8-A dated July 31, 1991, and
incorporated herein by reference.
4-B Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-F to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-C Series B Supplement, dated as of March 1, 1992 among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-I to the Trust's Quarterly Report
on Form 10-Q for the period ended March 31, 1992, and
incorporated herein by reference.
4-D Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1992, and
incorporated herein by reference.
E-1
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-E First Amendment dated as of August 6, 1992 to the Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 2.2 to the
Trust's Registration Statement on Form 8-A dated September 14,
1992, and incorporated herein by reference.
4-F Second Amendment dated as of September 21, 1993, to Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned
by Chrysler Auto Receivables Company to U.S. Auto Receivables
Company ("USA") on August 8, 1991, among USA, as Seller,
Chrysler Credit Corporation, as Servicer, and Manufacturers
and Traders Trust Company, as Trustee. Filed as Exhibit 4.3 to
USA's Registration Statement on Form S-1 (File No. 33-70144)
and incorporated herein by reference.
4-G Series 1994-1 Supplement dated as of September 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994,
and incorporated herein by reference.
4-H Series 1995-2 Supplement dated as of February 28, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
4-I Series 1995-5 Supplement dated as of November 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, and joined in by Societe Generale,
Chicago Branch, as Agent. Filed as Exhibit 4-CC to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference.
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CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-J Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, by and among U.S. Auto Receivables
Company, Chrysler Financial Corporation, Manufacturers and
Traders Trust Company and The Bank of New York. Filed as
Exhibit 4-DD to the Trust's Quarterly Report on form 10-Q for
the period ended September 30, 1996, and incorporated herein
by reference.
4-K Series 1996-1 Supplement dated as of September 30, 1996, among
U.S. Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-EE to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-L Series 1996-2 Supplement dated as of November 30, 1996, among
U.S. Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-FF to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-M Series 1997-1 Supplement dated as of July 31, 1997, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-GG to the Trust's Quarterly Report
on Form 10-Q for the period ended September 30, 1997 and
incorporated herein by reference.
4-N Series 1998-1 Supplement dated as of June 16, 1998, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4HH to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1998 and
incorporated herein by reference.
4-O Series 1999-1 Supplement dated as of March 10, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Company, L.L.C., as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4.1 to the Trust's Current Report on
Form 8-K dated August 30, 1999 and incorporated herein by
reference.
E-3
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-P Series 1999-2 Supplement dated as of May 20, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, L.L.C., as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4.2
to the Trust's Current Report on Form 8-K dated August 30, 1999 and
incorporated herein by reference.
4-Q Series 1999-3 Supplement dated as of July 22, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Corporation, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4-Q
to the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1999 and filed herewith.
27 Financial Data Schedule.
E-4