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, 1995
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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 -
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MONEY MARKET AUTO LOAN TRUST 1990-1
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(Exact name of registrant as specified in its charter)
State of New York Not Applicable
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (810) 948-3060
--------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Floating Rate
Renewable 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(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
Chrysler Auto Receivables Company ("CARCO"), a Delaware corporation,
established the Money Market Auto Loan Trust 1990-1 (the "Trust") on October
29, 1990 by selling and assigning all of its right, title and interest in
Receivables (as defined below) and certain other property to The Fuji Bank and
Trust Company, as Trustee, in exchange for certificates evidencing undivided
interests in certain assets of the Trust. The Trust has no employees. Chrysler
Credit Corporation ("CCC"), a Delaware corporation, serviced the Receivables
until December 31, 1995, when CCC was merged into Chrysler Financial
Corporation ("CFC"), a Michigan corporation. CFC is now the servicer of the
Receivables.
The Trust has begun making principal payments on the Certificates. The first
such payment was made on July 17, 1995. The Certificates will mature on April
15, 1996.
CARCO is a wholly-owned subsidiary of CFC.
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 STOCKHOLDERS 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 on October 29, 1990 pursuant to the Pooling and Servicing
Agreement among CARCO, as Seller, CCC, as Servicer, and The Fuji Bank and
Trust Company, a New York banking corporation, as Trustee.
During October 1990, the Trust acquired wholesale receivables (the
"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 on the Receivables and certain other
property from the Seller and issued in exchange therefor Floating Rate
Renewable Auto Loan Asset Backed Certificates evidencing undivided interests
in certain assets of the Trust. CCC serviced the Receivables for a fee until
December 31, 1995, when CCC was merged into CFC. CFC will now service the
Receivables for a fee.
The Trust has begun making principal payments on the Certificates. The first
such payment was made on July 17, 1995. The Certificates will mature on
April 15, 1996.
CARCO is a wholly-owned subsidiary of CFC.
The Trust has no employees.
3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MONEY MARKET AUTO LOAN TRUST 1990-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
December 31,
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1995 1994
---- ----
ASSETS
Cash and Cash Equivalents (Note 2) $ 56.5 $109.3
Receivables (Note 4) 601.6 782.5
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TOTAL ASSETS $658.1 $891.8
====== ======
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 56.5 $109.3
Asset Backed Certificates (Notes 4 and 5) 601.6 782.5
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TOTAL LIABILITIES AND EQUITY $658.1 $891.8
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<FN>
See Notes to Financial Statements.
4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
MONEY MARKET AUTO LOAN TRUST 1990-1
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Year Ended December 31,
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1995 1994 1993
---- ---- ----
CASH RECEIPTS
Collections of Principal $350.0 $ -- $ 2.6
Collections of Interest 48.8 46.9 42.5
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TOTAL CASH RECEIPTS 398.8 46.9 45.1
------ ------ ------
CASH DISBURSEMENTS
Distributions of Interest 47.2 41.0 37.3
Distributions of Principal 300.0 -- --
Distributions of Amounts from Sub. Accounts 100.0 -- --
Distributions of Service Fees 4.4 5.0 5.0
------ ------ ------
TOTAL CASH DISBURSEMENTS 451.6 46.0 42.3
------ ------ ------
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS
(CASH DISBURSEMENTS IN EXCESS OF CASH RECEIPTS) (52.8) 0.9 2.8
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 109.3 108.4 105.6
------ ------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 56.5 $109.3 $108.4
====== ====== ======
<FN>
See Notes to Financial Statements.
5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
MONEY MARKET AUTO LOAN TRUST 1990-1
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of Money Market Auto Loan Trust 1990-1 (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.
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. Prior to January 1, 1996, Chrysler Credit
Corporation ("CCC") was required to remit collections within two business days
of receipt to one or more accounts in the name of the Trustee. On a daily
basis, all funds so deposited were invested in short-term instruments pending
distribution. On December 31, 1995, CCC merged with and into Chrysler
Financial Corporation ("CFC"). CFC now remits collections to the Trust.
NOTE 3 - RELATED PARTIES
Chrysler Auto Receivables Company ("CARCO") is, and CCC was, a wholly-owned
subsidiary of CFC.
NOTE 4 - SALE OF CERTIFICATES
In October 1990, the Trust acquired wholesale receivables (the "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 on the Receivables and certain other property from CARCO and
issued $500 million principal amount of Floating Rate Renewable Auto Loan
Asset Backed Certificates in exchange therefor (the "Certificates").
Receivables in excess of investors certificates outstanding at December 31,
1995 and 1994, are represented by Certificates issued to CARCO.
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS
Interest with respect to the Certificates is payable on the fifteenth day of
each month (or if such day is not a business day, on the next succeeding
business day) (each, a "Distribution Date"), commencing on November 15, 1990.
The per annum rate of interest with respect to the Certificates for each
monthly interest period will be set on the business day immediately preceding
the first day of such interest period and will be the Commercial Paper Rate
(as defined in the related prospectus) plus 0.175% subject to the limitations
described in the related prospectus. Principal is payable on each Certificate
monthly on each Distribution Date commencing on the third Distribution Date
unless the revolving period with respect to such Certificate is automatically
extended.
6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
MONEY MARKET AUTO LOAN TRUST 1990-1
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS - continued
The holder of each Certificate, except those held by CARCO (see Note 4), will
have the option to elect not to extend the revolving period with respect to
such Certificate by delivering an election notice during a specified period in
each month. If the Certificateholder does not so elect, the revolving period
will be automatically extended from month to month. The Trust has begun making
principal payments on the Certificates. The first such payment was made on
July 17, 1995. The Certificates will mature on April 15, 1996.
NOTE 6 - FEDERAL INCOME TAXES
The Certificates, in the opinion of outside legal counsel, will not be
characterized as debt of CARCO for federal income tax purposes.
Certificateholders will be subject to income tax on interest earned with
respect to the Certificates.
NOTE 7 - TRUST AMENDMENTS
Beginning on October 26, 1993, CARCO solicited consents of the registered
holders of the Floating Rate Renewable Auto Loan Asset Backed Certificates
(the "Investor Certificates") (the "Investor Certificateholders") at the close
of business on October 22, 1993 (the "Record Date") to the execution and
delivery of two proposed amendments ("Amendment One" and "Amendment Two",
respectively, and, together, the "Amendments") amending the Pooling and
Servicing Agreement dated as of October 1, 1990 among CARCO, as Seller, CCC,
as Servicer, and The Fuji Bank and Trust Company, as Trustee, and previously
amended as of June 29, 1992 (as so amended, the "Agreement"). Amendment One
would have added the mechanism of an "Excess Funding Account" to the
Agreement, the effect of which is, generally, to avoid an Early Amortization
Event (as defined in the Agreement) due to a decrease in the amount of the
Receivables in the Trust and therefore avoid the commencement of the
amortization of the Investor Certificates that was not voluntarily elected by
the Investor Certificateholders. Amendment Two would have changed the method
of removing Receivables from the Trust to a method that is administratively
easier.
Approval of an amendment requires the consent (the "Consent") of the holders
of Investor Certificates representing not less than 66 2/3% of the undivided
interest in the Trust represented by the Investor Certificates (the
"Certificateholders' Interest"). As Consents to such Amendments were timely
obtained from the requisite Investor Certificateholders as of the Record Date,
an amendment was entered into putting into effect the Amendments.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
MONEY MARKET AUTO LOAN TRUST 1990-1
NOTE TO FINANCIAL STATEMENTS
NOTE 8 - 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 were as follows:
December 31, 1995 December 31, 1994
----------------- -----------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- ----- -------- -----
(in millions of dollars)
Receivables $601.6 $601.6 $782.5 $782.5
Asset Backed Certificates $601.6 $601.6 $782.5 $782.5
Assumptions and Methodologies
The carrying value of cash and cash equivalents and amounts held for future
distribution approximate market value due to the short maturity of these
instruments.
The fair value of variable rate receivables was assumed to approximate fair
value since they are priced at current market rates.
The fair value of Asset Backed Certificates was estimated using quoted market
prices for investors' certificates and net realizable value for excess
receivables.
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 statements of assets, liabilities and equity
arising from cash transactions of the Money Market Auto Loan Trust 1990-1, as
of December 31, 1995 and 1994, and the related statement of cash receipts and
disbursements for each of the three years in the period ended December 31,
1995. 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 audits.
We conducted our audits 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 audits provide a reasonable basis
for our opinion.
As described in Note 1, these financial statements were prepared on the basis
of 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
the Money Market Auto Loan Trust 1990-1 as of December 31, 1995 and 1994, and
its cash receipts and disbursements for each of the three years in the period
ended December 31, 1995 on the basis of accounting described in Note 1.
/s/ Deloitte & Touche LLP
January 18, 1996
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Deloitte Touche
Tohmatsu
International
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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 Money Market Auto Loan Trust 1990-1 as follows:
Statement of Assets, Liabilities and Equity - December 31, 1995 and
1994 (page 4 of this report)
Statement of Cash Receipts and Disbursements for the three years
ended December 31, 1995, 1994, and 1993 (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-A Certificate of Incorporation of Chrysler Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-35295 and
incorporated herein by reference.
3-B Amendment to Certificate of Incorporation of Chrysler Auto
Receivables Company. Filed as Exhibit 3.2 to Registration
Statement No. 33-35295 and incorporated herein by reference.
3-C By-laws of Chrysler Auto Receivables Company. Filed as Exhibit 3-C
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
October 1, 1990, among Chrysler Auto
Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and The Fuji Bank and
Trust Company, as Trustee. Filed as Exhibit 2
to Money Market Auto Loan Trust 1990- 1's
Registration Statement on Form 8-A and
incorporated herein by reference.
4-B Amendment No. 1 to the Pooling and Servicing
Agreement, made as of June 29, 1992, among
Chrysler Auto Receivables Company, as Seller,
Chrysler Credit Corporation, as Servicer, and
The Fuji Bank and Trust Company, as Trustee.
Filed as Exhibit 4-B to Money Market Auto Loan
Trust 1990-1's Quarterly Report on Form 10-Q
for the period ended June 30, 1992, and
incorporated herein by reference.
4-C Amendment No. 2 to the Pooling and Servicing
Agreement, made as of November 15, 1993, among
Chrysler Auto Receivables Company, Seller,
Chrysler Credit Corporation, Servicer, and The
Fuji Bank and Trust Company, as Trustee. Filed
as Exhibit 4-C to Money Market Auto Loan Trust
1990-1's Annual Report on Form 10-K for the
year ended December 31, 1993, 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 of the period cover by
this report.
11
MONEY MARKET AUTO LOAN TRUST 1990-1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Money Market Auto Loan Trust 1990-1 (Registrant)
By: Chrysler Financial Corporation, as Servicer
-----------------------------------------------
Date: March 28, 1996 By: s/T. F. Gilman
-----------------------------------------------
T. F. Gilman, Vice President and Controller
Principal Accounting Officer
12
MONEY MARKET AUTO LOAN TRUST 1990-1
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
3-A Certificate of Incorporation of Chrysler Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-35295 and
incorporated herein by reference.
3-B Amendment to Certificate of Incorporation of Chrysler Auto
Receivables Company. Filed as Exhibit 3.2 to Registration Statement
No. 33-35295 and incorporated herein by reference.
3-C By-laws of Chrysler Auto Receivables Company. Filed as Exhibit 3-C 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 October 1, 1990, among
Chrysler Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and The Fuji Bank and Trust Company, as
Trustee. Filed as Exhibit 2 to Money Market Auto Loan Trust 1990-1's
Registration Statement on Form 8-A and incorporated herein by
reference.
4-B Amendment No. 1 to the Pooling and Servicing Agreement, made as of
June 29, 1992, among Chrysler Auto Receivables Company, as Seller,
Chrysler Credit Corporation, as Servicer, and The Fuji Bank and Trust
Company, as Trustee. Filed as Exhibit 4-B to Money Market Auto Loan
Trust 1990-1's Quarterly Report on Form 10-Q for the period ended
June 30, 1992, and incorporated herein by reference.
4-C Amendment No. 2 to the Pooling and Servicing Agreement made as of
November 15, 1993, among Chrysler Auto Receivables Company, Seller,
Chrysler Credit Corporation, Servicer, and The Fuji Bank and Trust
Company, as Trustee. Filed as Exhibit 4-C to Money Market Auto Loan
Trust 1990-1's Annual Report on Form 10-K for the year ended December
31, 1993, and incorporated herein by reference.
27 Financial Data Schedule.