CONFORMED
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, 1996
------------------
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 -
------------
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 (810) 948-3058
-------------------
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. 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,
-------------
1996 1995
---- ----
(unaudited)
ASSETS
Cash and Cash Equivalents (Note 2) $ 122.9 $ 570.0
Receivables (Note 4) 7,348.1 6,382.5
-------- --------
TOTAL ASSETS $7,471.0 $6,952.5
======== ========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 122.9 $ 570.0
Asset Backed Certificates (Notes 3 and 4) 7,348.1 6,382.5
-------- --------
TOTAL LIABILITIES AND EQUITY $7,471.0 $6,952.5
======== ========
<FN>
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,
-----------------
1996 1995
---- ----
(unaudited)
CASH RECEIPTS
Collections of Interest $ 568.1 $ 461.5
Deposits to Subordinated Accounts -- 461.3
Proceeds from Sales of Investor Certificates -- 2,700.0
Collections of Principal 750.0 --
-------- --------
TOTAL CASH RECEIPTS 1,318.1 3,622.8
-------- --------
CASH DISBURSEMENTS
Purchases of Certificates Held By USA -- 2,700.0
Distribution of Principal 750.0 --
Distributions of Interest 531.7 382.0
Distribution from Subordinated Accounts 4.1 --
Distributions of Servicer Fees 45.8 34.3
-------- --------
TOTAL CASH DISBURSEMENTS 1,331.6 3,116.3
-------- --------
CHANGE IN CASH AND CASH EQUIVALENTS (13.5) 506.5
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 136.4 63.5
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 122.9 $ 570.0
======== ========
<FN>
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.
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. 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
- ------------------------
U.S. Auto Receivables Company ("USA") is, and CCC was, a wholly-owned
subsidiary of CFC. On December 31, 1995, CCC merged with and into CFC.
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)
- ---- ------------------ ----------------
6/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1 $400 (1)
8/91 7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2 $250 (1)
8/91 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $750 (1)
10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $500 (1)
12/91 Money Market Auto Loan Asset Backed Certificates, Series A $300 (1)
3/92 Money Market Auto Loan Asset Backed Certificates, Series B $350 (1)
5/92 Money Market Auto Loan Asset Backed Certificates, Series C $150 (1)
7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $400 (1)
10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $400
2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $250
11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Class A-1 Money Market Extendible Certificates $400
Class A-2 Medium Term Certificates $100
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500
12/94 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $500
12/94 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $350
1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $600
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250
<FN>
Receivables in excess of total investors certificates outstanding at September
30, 1996 and 1995, are represented by Certificates held by USA.
(1) Series matured prior to September 30, 1996. Refer to Note 5 for further details.
6
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)
- ------ -------- -------- ----------- -------
91-1 LIBOR + 0.25% Monthly 7-12/1994 Matured
91-2 7 3/8% (3) Semi-Annually 8/1993 Matured
91-3 7 7/8% (3) Semi-Annually 8/1996 Matured
91-4 LIBOR + 0.50% Monthly 10/1994 Matured
A Comm Paper + 0.20% Monthly 3/1992 Matured
B Comm Paper + 0.25% Monthly 6/1992 Matured
C Comm Paper + 0.25% Monthly 8/1992 Matured
92-1 LIBOR + 0.20% Monthly 8/1994 Matured
92-2 LIBOR + 0.35% Monthly -- 10/1997
93-1 LIBOR + 0.28% Monthly -- 2/1998
93-2 A-1 Comm Paper + 0.075% Monthly -- 11/1998
A-2 LIBOR + 0.26% Monthly -- 11/1998
94-1 LIBOR + 0.18% Monthly -- 10/1999
94-2 7 7/8% (3) Semi-Annually -- 8/1997
94-3 8 1/8% (3) Annually -- 11/1997
95-1 LIBOR + 0.16% Monthly -- 7/1998
95-2 LIBOR + 0.13% Monthly -- 3/2000
95-3 Fed Funds + 0.25% Monthly -- 6/1998
95-4 Fed Funds + 0.26% Monthly -- 5/1998
95-4A Fed Funds + 0.26% Monthly -- 7/1998
95-5 Comm Paper + 0.1875% Monthly -- 2/2000
<FN>
(1) The dates listed are the Distribution Dates on which the principal of
the Certificates were paid.
(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) In connection with this Series, the Trust entered into an interest
rate swap agreement with CFC, the notional amount of which is equal to the
principal amount of the related Certificates. Under this agreement, CFC paid
the Trust interest at the Certificate Rate, and the Trust paid interest to CFC
based on a floating rate (which is the lesser of (a) LIBOR or (b) Prime less
1.5%).
7
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.
8
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
- ------------- ------------------
June 1991 Floating Rate Auto Loan Asset Backed Certificates,
December 1994 Series 1991-1 $400 million
August 1991 7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2
August 1993 $250 million
August 1991 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996 $750 million
October 1991 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4
October 1994 $500 million
December 1991 Money Market Auto Loan Asset Backed Certificates, Series A
March 1992 $300 million
March 1992 Money Market Auto Loan Asset Backed Certificates, Series B
June 1992 $350 million
May 1992 Money Market Auto Loan Asset Backed Certificates, Series C
August 1992 $150 million
July 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1
August 1994 $400 million
October 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2
Outstanding $400 million
February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
Outstanding $250 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Outstanding $500 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
Outstanding $500 million
December 1994 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3
Outstanding $350 million
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ------- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
---------------------------------------------------------
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
Outstanding $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
Outstanding $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
Outstanding $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
Outstanding $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
Outstanding $250 million
Chrysler Credit Corporation ("CCC") serviced the Receivables for a fee prior
to January 1, 1996. On December 31, 1995 CCC merged with and into Chrysler
Financial Corporation ("CFC"). CFC has 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.
10
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 1991-1 Supplement to the Pooling and Servicing Agreement,
dated as of May 31, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
July 31, 1991, and incorporated herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing Agreement,
dated as of June 30, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
November 18, 1991, and incorporated herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing Agreement,
dated as of June 30, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
November 18, 1991, and incorporated herein by reference.
4-E Series 1991-4 Supplement, dated as of September 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 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991, and
incorporated herein by reference.
4-F 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-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-G to the Trust's Annual Report on Form 10-K for
the year ended December 31, 1991, and incorporated herein by
reference.
11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
- ------- --------------------------------------------
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-H to the Trust's Quarterly Report on Form 10-Q
for the period ended March 31, 1992, and incorporated herein by
reference.
4-I 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-J 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-K 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-L Series 1992-1 Supplement dated as of July 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 3 to the Trust's Registration Statement on Form
8-A dated September 14, 1992, and incorporated herein by
reference.
4-M First Amendment dated as of August 24, 1992 to the Series 1991-1
Supplement dated as of May 31, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-M to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
4-N Second Amendment dated as of August 24, 1992 to the Series 1991-2
Supplement dated as of June 30, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-N to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
- ------- --------------------------------------------
4-O Second Amendment dated as of August 24, 1992 to the Series 1991-3
Supplement dated as of June 30, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-O to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series 1991-4
Supplement dated as of September 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6,
1992, among the Seller, the Servicer and the Trustee. Filed as
Exhibit 4-P to the Trust's Quarterly Report on Form 10-Q for the
period ended September 30, 1992, and incorporated herein by
reference.
4-Q Series 1992-2 Supplement dated as of October 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 3 to the Trust's Registration Statement
on Form 8-A dated October 30, 1992, and incorporated herein by
reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993, 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 15, 1993, and incorporated herein by
reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, 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 December 6, 1993, and incorporated herein by
reference.
4-T 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-U 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.
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
- ------- --------------------------------------------
4-V Series 1994-2 Supplement dated as of October 31, 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 December 22, 1994, and incorporated herein by
reference.
4-W Series 1994-3 Supplement dated as of November 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 4-W to the Trust's Annual Report on Form
10-K for the year ended December 31, 1994, and incorporated herein
by reference.
4-X Series 1995-1 Supplement dated as of December 31, 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 January 19, 1995, and incorporated herein by
reference.
4-Y 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-Z Series 1995-3 Supplement dated as of April 30, 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 4-Z to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 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 4-AA to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 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 4-BB to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-CC 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.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
- ------- --------------------------------------------
4-DD 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.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed by the Trust during the quarter
for which this report is filed.
15
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 Corporation, as Servicer
-------------------------------------------
Date: October 24, 1996 By: s/T. F. Gilman
-------------------------------------------
T. F. Gilman, Vice President and Controller
Principal Accounting Officer
16
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 1991-1 Supplement to the Pooling and Servicing Agreement,
dated as of May 31, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
July 31, 1991, and incorporated herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing Agreement,
dated as of June 30, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
November 18, 1991, and incorporated herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing Agreement,
dated as of June 30, 1991, among Chrysler Credit Corporation, as
Servicer, Chrysler Auto Receivables Company, as Seller, and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 3 to the Trust's Registration Statement on Form 8-A dated
November 18, 1991, and incorporated herein by reference.
E-1
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-E Series 1991-4 Supplement, dated as of September 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 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991, and
incorporated herein by reference.
4-F 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-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-G to the Trust's Annual Report on Form 10-K for
the year ended December 31, 1991, and incorporated herein by
reference.
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables Company, as
Seller, and Manufacturers and Traders Trust Company, as Trustee.
Filed as Exhibit 4-H to the Trust's Quarterly Report on Form 10- Q
for the period ended March 31, 1992, and incorporated herein by
reference.
4-I 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.
E-2
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-J 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-K 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-L Series 1992-1 Supplement dated as of July 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 3 to the Trust's Registration Statement on Form
8-A dated September 14, 1992, and incorporated herein by
reference.
4-M First Amendment dated as of August 24, 1992 to the Series 1991-1
Supplement dated as of May 31, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-M to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
E-3
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-N Second Amendment dated as of August 24, 1992 to the Series 1991-2
Supplement dated as of June 30, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-N to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
4-O Second Amendment dated as of August 24, 1992 to the Series 1991-3
Supplement dated as of June 30, 1991, among U.S. Auto Receivables
Company ("USA"), as seller (the "Seller"), Chrysler Credit
Corporation, as servicer (the "Servicer") and Manufacturers and
Traders Trust Company, as Trustee (the "Trustee"), to the Pooling
and Servicing Agreement dated as of May 31, 1991, as assigned by
Chrysler Auto Receivables Company to USA on August 8, 1991, as
amended by the First Amendment dated as of August 6, 1992, among
the Seller, the Servicer and the Trustee. Filed as Exhibit 4-O to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series 1991-4
Supplement dated as of September 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer") and Manufacturers
and Traders Trust Company, as Trustee (the "Trustee"), to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to USA on August 8,
1991, as amended by the First Amendment dated as of August 6,
1992, among the Seller, the Servicer and the Trustee. Filed as
Exhibit 4-P to the Trust's Quarterly Report on Form 10-Q for the
period ended September 30, 1992, and incorporated herein by
reference.
E-4
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-Q Series 1992-2 Supplement dated as of October 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 3 to the Trust's Registration Statement
on Form 8-A dated October 30, 1992, and incorporated herein by
reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993, 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 15, 1993, and incorporated herein by
reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, 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 December 6, 1993, and incorporated herein by
reference.
4-T 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-U 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-V Series 1994-2 Supplement dated as of October 31, 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 December 22, 1994, and incorporated herein by
reference.
E-5
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-W Series 1994-3 Supplement dated as of November 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 4-W to the Trust's Annual Report on Form
10-K for the year ended December 31, 1994, and incorporated herein
by reference.
4-X Series 1995-1 Supplement dated as of December 31, 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 January 19, 1995, and incorporated herein by
reference.
4-Y 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-Z Series 1995-3 Supplement dated as of April 30, 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 4-Z to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 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 4-AA to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 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 4-BB to the Trust's Quarterly Report on
Form 10-Q for the period ended June 30, 1995, and incorporated
herein by reference.
E-6
CARCO AUTO LOAN MASTER TRUST
----------------------------
EXHIBIT INDEX
--------------
Exhibit
Number Description of Exhibit
- ------ ----------------------
4-CC 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-DD 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.
27 Financial Data Schedule.
E-7