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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, 2000
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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
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Commission file number: 333-92583-05
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DAIMLERCHRYSLER AUTO TRUST 2000-E
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(Exact name of registrant as specified in its charter)
State of Delaware 52-7160922
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 Market Street, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 512-3990
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(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
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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]
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PART I.
ITEM 1. BUSINESS
DaimlerChrysler Auto Trust 2000-E (the "Trust") was formed under the laws of
Delaware pursuant to an Amended and Restated Trust Agreement dated as of
December 1, 2000, among DaimlerChrysler Retail Receivables LLC ("DCRR"),
Chrysler Financial Company L.L.C. ("CFC" and "Servicer"), and Chase Manhattan
Bank Delaware, acting thereunder not in its individual capacity but solely as
trustee of the Trust.
On December 21, 2000, the Trust issued $245,176,000 aggregate principal amount
of 6.54% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $770,000,000
aggregate principal amount of 6.21% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $360,000,000 aggregate principal amount of 6.11% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $370,000,000 aggregate principal
amount of 6.16% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes,
the "Notes"). The Notes were issued pursuant to an Indenture dated as of
December 1, 2000, between the Trust and Bank One, National Association, (the
"Indenture Trustee".) The assets of the Trust include a pool of motor vehicle
retail installment sale contracts ("Receivables"), secured by security interests
in the motor vehicles financed thereby and including certain monies due or
received thereunder on or after December 7, 2000, transferred to the Trust by
CFC on December 21, 2000. The Notes are secured by the assets of the Trust
pursuant to the Indenture. The Trust also issued $58,624,000 aggregate principal
amount of Asset Backed Certificates (the "Certificates" and, together with the
Notes, the "Securities"). The Certificates represent fractional undivided
interests in the Trust. The Class A-1 Notes and Certificates were not offered
publicly and the certificates will initially be held by the Servicer, which may
thereafter sell the Certificates. The Certificates will not bear interest and no
principal will be paid until the Notes have been paid in full.
The Trust has no employees.
ITEM 2. PROPERTIES
Aggregate number and principal amount of delinquent receivables as of December
31, 2000: $201,428 Delinquency rates and net losses on the receivables as of
December 31, 2000: .01020% and .0000% respectively.
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.
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PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The number of holders of securities issued by the Trust as of the date of this
report are: Class A-2: 30; Class A-3: 16; Class A-4: 29.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data has been omitted since the required information is
included in the financial statements or notes thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The Trust was formed under the laws of Delaware pursuant to an Amended and
Restated Trust Agreement dated as of December 1, 2000, among DCRR, CFC, and
Chase Manhattan Bank Delaware, acting thereunder not in its individual capacity
but solely as trustee of the Trust.
On December 21, 2000, the Trust issued $245,176,000 aggregate principal amount
of 6.54% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $770,000,000
aggregate principal amount of 6.21% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $360,000,000 aggregate principal amount of 6.11% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $370,000,000 aggregate principal
amount of 6.16% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes,
the "Notes"). The Notes were issued pursuant to an Indenture dated as of
December 1, 2000, between the Trust and the Indenture Trustee. The assets of the
Trust include a pool of motor vehicle retail installment sale contracts
("Receivables"), secured by security interests in the motor vehicles financed
thereby and including certain monies due or received thereunder on or after
December 7, 2000, transferred to the Trust by CFC on December 21 2000. The Notes
are secured by the assets of the Trust pursuant to the Indenture. The Trust also
issued $58,624,000 aggregate principal amount of Asset Backed Certificates (the
"Certificates" and, together with the Notes, the "Securities"). The Certificates
represent fractional undivided interests in the Trust. The Class A-1 Notes and
Certificates were not offered publicly and the certificates will initially be
held by the Servicer, which may thereafter sell the Certificates. The
Certificates will not bear interest and no principal will be paid until the
Notes have been paid in full.
The Trust has no employees.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There is nothing to report with regard to this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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DAIMLERCHRYSLER AUTO TRUST 2000-E
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
DECEMBER 31, 2000
(in millions of dollars)
ASSETS
Cash and Cash Equivalents (Note 1) $ 4.5
Receivables (Note 2) 1,966.9
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TOTAL ASSETS $1,971.4
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LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 1) $ 167.6
Asset Backed Securities (Notes 2 and 3) 1,803.8
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TOTAL LIABILITIES AND EQUITY $1,971.4
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See Notes to Financial Statements.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLLEMENTARY DATA (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2000-E
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD DECEMBER 1, 2000 (INCEPTION) THROUGH DECEMBER 31, 2000
(in millions of dollars)
CASH RECEIPTS
Proceeds from Sale of Asset Backed Securities $ 1,803.8
Collections of Principal & Interest, and Other 4.5
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TOTAL CASH RECEIPTS 1,808.3
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CASH DISBURSEMENTS
Purchase of Receivables 1,803.8
Distribution of Principal & Interest, and Other 0.0
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TOTAL CASH DISBURSEMENTS 1,803.8
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CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS $ 4.5
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See Notes to Financial Statements.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2000-E
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Trust are prepared on the basis of cash receipts
and disbursements, which is a comprehensive basis of accounting other than
accounting principles generally accepted in the United States of America. The
primary difference from the accrual basis to this basis is that the financial
statements do not record overcollateralized receivables, accrued interest
receivable on the Receivables, or accrued interest payable on the Notes from the
most recent Distribution Date to the balance sheet date.
CASH AND CASH EQUIVALENTS
Short-term instruments with a maturity of less than three months when purchased
are considered to be cash equivalents. The Trust received certain cash deposits
from CFC 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 except when commingling conditions cease to be met under the
Sale and Servicing Agreement.
AMOUNTS HELD FOR FUTURE DISTRIBUTION
Amounts held for future distribution represent certain short-term investments
held for future distributions to Noteholders and for liquidity and credit
enhancement reserves. Amounts held for liquidity and credit enhancement reserves
which are not utilized for future distributions to Noteholders will be
distributed to DCRR.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2000-E
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SALE OF ASSET BACKED SECURITIES
The Trust was formed under the laws of Delaware pursuant to an Amended and
Restated Trust Agreement dated as of December 1, 2000, among DCRR, CFC, and
Chase Manhattan Bank Delaware, acting thereunder not in its individual capacity
but solely as trustee of the Trust.
On December 21, 2000, the Trust issued $245,176,000 aggregate principal amount
of 6.54% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $770,000,000
aggregate principal amount of 6.21% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $360,000,000 aggregate principal amount of 6.11% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $370,000,000 aggregate principal
amount of 6.16% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes,
the "Notes"). The Notes were issued pursuant to an Indenture dated as of
December 1, 2000, between the Trust and Bank One, National Association, as
Indenture Trustee. The assets of the Trust include a pool of motor vehicle
retail installment sale contracts ("Receivables"), secured by security interests
in the motor vehicles financed thereby and including certain monies due or
received thereunder on or after December 7, 2000, transferred to the Trust by
CFC on December 21, 2000. The Notes are secured by the assets of the Trust
pursuant to the Indenture. The Trust also issued $58,624,000 aggregate principal
amount of Asset Backed Certificates (the "Certificates" and, together with the
Notes, the "Securities"). The Certificates represent fractional undivided
interests in the Trust. The Class A-1 Notes and Certificates were not offered
publicly and the certificates will initially be held by the Servicer, which may
thereafter sell the Certificates. The Certificates will not bear interest and no
principal will be paid until the Notes have been paid in full.
NOTE 3 - PRINCIPAL AND INTEREST PAYMENTS
Interest on the Notes will accrue at the respective fixed per annum interest
rates specified above. Interest on the Notes will generally be payable on the
eighth day of each month or, if any such day is not a Business Day, on the next
succeeding Business Day (each, a "Distribution Date"), commencing January 8,
2001. Principal of the Notes will be payable on each Distribution Date to the
extent described in the Prospectus Supplement dated December 14, 2000, and the
Prospectus dated December 14, 2000 (collectively, the "Prospectus"); however, no
principal payments will be made (i) on the Class A-2 Notes until the Class A-1
Notes have been paid in full, (ii) on the Class A-3 Notes until the Class A-2
Notes have been paid in full or (iii) on the Class A-4 Notes until the Class A-3
Notes have been paid in full. Each class of the Notes will be payable in full on
the applicable final scheduled Distribution Date as set forth in the Prospectus.
However, payment in full of a class of Notes could occur earlier than such dates
as described in the Prospectus. In addition, the Class A-4 Notes will be subject
to redemption in whole, but not in part, on any Distribution Date on which the
Servicer exercises its option to purchase the Receivables. The Servicer may
purchase the Receivables when the aggregate principal balance of the Receivables
shall have declined to 10% or less of the initial aggregate principal balance of
the Receivables purchased by the Trust.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2000-E
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - FEDERAL INCOME TAXES
In the opinion of outside legal counsel, for federal income tax purposes, the
Notes will be characterized as debt, and the Trust will not be characterized as
an association (or a publicly traded partnership) taxable as a corporation.
Therefore no provision for federal income tax has been recorded.
NOTE 5 - 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 at December 31, 2000 were as follows:
Carrying Fair
Amount Value
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(in millions of dollars)
Cash and Cash Equivalents $ 4.5 $ 4.5
Receivables $ 1,966.9 $ 1,846.0
Amounts Held for Future Distribution $ 167.6 $ 53.3
Asset Backed Securities $ 1,803.8 $ 1,797.2
Assumptions and Methodologies
The carrying value of cash and cash equivalents approximates market value due to
the short maturity of these instruments.
The fair value of receivables was estimated by discounting expected cash flows
using rates of loans with similar maturities at December 31, 2000.
The fair value of Amounts Held for Future Distribution was estimated at carrying
value for amounts with short-term maturities and at net realizable value for
remaining amounts due DCRR.
The fair value of Asset Backed Securities was estimated using quoted market
prices.
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and Member
Chrysler Financial Company L.L.C.:
We have audited the accompanying statement of assets, liabilities and equity
arising from cash transactions of the DaimlerChrysler Auto Trust 2000-E (the
"Trust") as of December 31, 2000, and the related statement of cash receipts and
disbursements for the period December 1, 2000 (inception) through December 31,
2000. These financial statements are the responsibility of the management of
Chrysler Financial Company L.L.C., servicer of the Trust. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.
As described in Note 1, these financial statements were prepared on the cash
receipts and disbursements basis of accounting, which is a comprehensive basis
of accounting other than accounting principles generally accepted in the United
States of America.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and equity arising from cash
transactions of the DaimlerChrysler Auto Trust 2000-E as of December 31, 2000,
and its cash receipts and disbursements for the period December 1, 2000
(inception) through December 31, 2000 on the basis of accounting described in
Note 1.
/s/ KPMG LLP
Detroit, Michigan
March 26, 2001
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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 DaimlerChrysler Auto Trust 2000-E as follows:
Statement of Assets, Liabilities and Equity - December 31, 2000 (page 4
of this report)
Statement of Cash Receipts and Disbursements for the period December 1,
2000 (inception) through December 31, 2000 (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)
(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.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K -
(CONTINUED)
3. Exhibits
Exhibit No.
3 Purchase Agreement, dated as of December 1, 2000, between
DaimlerChrysler Retail Receivables LLC and Chrysler Financial
Company LLC. Filed as Exhibit 3 to Chrysler Financial Company
L.L.C.'s Current Report on Form 8K dated January 5, 2001 and
incorporated herein by reference.
4.1 Amended and Restated Trust Agreement, dated as of December 1,
2000, among DaimlerChrysler Retail Receivables L.L.C., Chrysler
Financial Company L.L.C. and Chase Manhattan Bank Delaware, as
Owner Trustee. Filed as Exhibit 4.1 to Chrysler Financial Company
L.L.C.'s Current Report on Form 8K dated January 5, 2001 and
incorporated herein by reference
4.2 Indenture, dated as of December 1, 2000, between DaimlerChrysler
Auto Trust 2000-E and Bank One, National Association, as
Indenture Trustee. Filed as Exhibit 4.2 to Chrysler Financial
Company L.L.C.'s Current Report on Form 8K dated January 5, 2001
and incorporated herein by reference
4.3 Sale and Servicing Agreement, dated as of December 1, 2000,
between DaimlerChrysler Auto Trust 2000-E and Chrysler Financial
Company L.L.C. Filed as Exhibit 4.3 to Chrysler Financial Company
L.L.C.'s Current Report on Form 8K dated January 5, 2001 and
incorporated herein by reference
99.1 Annual Servicer's Certificate for the year ended December 31,
2000.
99.2 Monthly Servicer Report of the Trust for December 2000 setting
forth information as of year ended 2000.
(b) No reports on Form 8-K were filed by the Trust during the period for which
this report is filed:
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DAIMLERCHRYSLER AUTO TRUST 2000-E
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.
DaimlerChrysler Auto Trust 2000-E (Registrant)
By: Chrysler Financial Company L.L.C., as Servicer
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Date: March 26, 2001 By: /s/ Norbert Meder
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Norbert Meder, Vice President and Controller
Principal Accounting Officer
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
No annual report or proxy material has been sent to security holders
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DAIMLERCHRYSLER AUTO TRUST 2000-E
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
3 Purchase Agreement, dated as of December 1, 2000 between
DaimlerChrysler Retail Receivables LLC and Chrysler Financial
Company LLC. Filed as Exhibit 3 to Chrysler Financial Company
L.L.C.'s Current Report on Form 8K dated January 5, 2001 and
incorporated herein by reference.
4.1 Amended and Restated Trust Agreement, dated as of December 1,
2000, among DaimlerChrysler Receivables L.L.C., Chrysler
Financial Company L.L.C. and Chase Manhattan Bank Delaware, as
Owner Trustee. Filed as Exhibit 4.1 to Chrysler Financial Company
L.L.C.'s Current Report on Form 8K dated January 5, 2001 and
incorporated herein by reference
4.2 Indenture, dated as of December 1, 2000, between DaimlerChrysler
Auto Trust 2000-E and Bank One, National Association, as
Indenture Trustee. Filed as Exhibit 4.2 to Chrysler Financial
Company L.L.C.'s Current Report on Form 8K dated January 5, 2001
and incorporated herein by reference
4.3 Sale and Servicing Agreement, dated as of December 1, 2000,
between DaimlerChrysler Auto Trust 2000-E and Chrysler Financial
Company L.L.C. Filed as Exhibit 4.3 to Chrysler Financial Company
L.L.C.'s Current Report on Form 8K dated January 5, 2001 and
incorporated herein by reference
99.1 Annual Servicer's Certificate for the year ended December 31,
2000.
99.2 Monthly Servicer Report for the trust for December 2000 setting
forth information as of year-end 2000.