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 March 31, 2002
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 000-19452
CARCO AUTO LOAN MASTER TRUST
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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 (248) 948-3124
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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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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
ARISING FROM CASH TRANSACTIONS
(in millions of dollars)
March 31,
---------
2002 2001
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ASSETS
Cash and Cash Equivalents (Note 2) $ 52.1 $ 53.1
Receivables (Note 4) 10,252.1 9,185.8
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TOTAL ASSETS $ 10,304.2 $ 9,238.9
=========== ==========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 52.1 $ 53.1
Asset Backed Certificates (Notes 3 and 4) 10,252.1 9,185.8
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TOTAL LIABILITIES AND EQUITY $ 10,304.2 $ 9,238.9
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See Notes to Financial Statements
3
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
THREE MONTHS ENDED MARCH 31
---------------------------
2002 2001
---- ----
CASH RECEIPTS
Collections of Interest $ 129.7 $ 271.8
Deposits to Subordinated Accounts - -
Proceeds from Sales of Investor Certificates - -
Collections of Principal 600.0 429.0
-------- --------
TOTAL CASH RECEIPTS 729.7 700.8
CASH DISBURSEMENTS
Purchases of Certificates held by DCWR and USA - -
Distributions of Principal 600.0 429.0
Distributions of Interest 46.5 121.4
Distributions of Residual Cash Flows to Servicer 65.2 130.1
Distributions of Amounts from Subordinated Accounts 3.5 .2
Distributions of Service Fees 18.0 19.7
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TOTAL CASH DISBURSEMENTS 733.2 700.4
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CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS (3.5) .4
(CASH DISBURSEMENTS IN EXCESS OF CASH RECEIPTS)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 55.6 52.7
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 52.1 $ 53.1
======== ========
See Notes to Financial Statements
4
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Trust ("Carco Auto Loan Master Trust") are
prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than the 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 Certificates from the most recent
Distribution Date to the balance sheet date.
DERIVATIVE FINANCIAL STATEMENTS
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.
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.
Certificateholders will be subject to income tax on interest earned with respect
to the Certificates.
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
LLC 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.
NOTE 3 -- RELATED PARTIES
An Amended and Restated Pooling and Servicing Agreement dated as of December 5,
2001 (the "P&S Agreement"), was entered into among DaimlerChrysler Wholesale
Receivables LLS (as successor to CARCO) ("DCWR"), DaimlerChrysler Services North
America LLC (as successor to CCC) ("LLC") and the Bank of New York, as successor
Trustee.
On May 31, 2000, DCWR replaced USA ("U.S. Auto Receivables Company") as seller
under the Trust. Chrysler Auto Receivables Company became a member of DCWR with
a 1% membership interest in DCWR, and USA merged in to Chrysler Financial
Receivables Corporation ("CFRC") with CFRC being the surviving corporation
resulting in CFRC having a 99% membership interest in DCWR. Chrysler Auto
Receivables Company and CFRC are both wholly owned subsidiaries of DCWR.
5
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
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 $ 500.0 (1)
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $ 500.0 (1)
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 (1)
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 (1)
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 (1)
8/97 6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $ 700.0 (1)
7/98 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Class A-1 Certificates $ 500.0 (1)
Class A-2 Certificates $ 500.0
6
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTE 4 -- SALES OF CERTIFICATES (CONTINUED)
3/99 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
5.65% Class A-1 Certificates $ 400.0 (1)
5.78% Class A-2 Certificates $ 600.0 (1)
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
11/99 6.43% Auto Loan Asset Backed Certificates, Series 1999-4 $ 500.0
4/00 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-A $ 750.0
10/00 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-B $ 501.0
12/00 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-C $ 500.0
12/01 Floating Rate Auto Loan Asset Backed Certificates, Series 2001-A $ 1,000.0
(1) Series matured prior to March 31, 2002.
Receivables in excess of total investor's certificates outstanding at March 31,
2002 and 2001 are represented by Certificates held by DCWR and USA.
7
ITEM 1. FINANCIAL STATEMENTS - CONTINUED
NOTE 4 -- SALES OF CERTIFICATES - CONTINUED
SERIES INTEREST RATE INTEREST PAYMENTS PRINCIPAL PAYMENTS (1) MATURITY 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 & 1998 Matured
A-2 LIBOR + 0.26% Monthly 11/1998 Matured
94-1 LIBOR + 0.18% Monthly 10/1999 Matured
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 Matured
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 Matured
96-1 LIBOR + 0.135% Monthly ---- 11/2003
96-2 LIBOR + 0.05% Monthly 12/2001 Matured
97-1 6.689% Monthly 9/2001 Matured
98-1 A-1 LIBOR + 0.04% Monthly 6/2001 Matured
98-1 A-2 LIBOR + 0.08% Monthly ----- 6/2003
99-1 A-1 5.65% Monthly 3/2001 Matured
99-1 A-2 5.78% Monthly 3/2002 Matured
99-2 A-1 LIBOR + 0,07% Monthly - - - - 5/2002
99-2 A-2 LIBOR + 0.13% Monthly - - - - 5/2004
99-3 LIBOR + 0.12% Monthly - - - - 7/2002
99-4 6.43% Monthly - - - - 11/2002
00-A LIBOR + 0.10% Monthly - - - - 3/2003
00-B LIBOR + 0.08% Monthly - - - - 10/2003
00-C LIBOR + 0.07% Monthly - - - - 11/2003
01-A LIBOR + 0.065% Monthly - - - - 11/2004
(1) The dates listed are the Distribution Dates on which the principal of
the Certificates were paid.
(2) The dates listed are the Distribution Dates on which the principal of
the Certificates are expected to be paid, however, the principal of the
Certificates may be paid earlier under certain circumstances described
in the prospectus.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
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
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
October 1999 $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
March 2000 $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
February 2000 $250 million
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
December 2001 $500 million
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION -- CONTINUED
ISSUE DATE SERIES DESCRIPTION
MATURITY DATE PRINCIPAL AMOUNT
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
September 2001 $700 million
July 1998 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
May 2001 Class A-1 Certificates $500 million
Outstanding Class A-2 Certificates $500 million
March 1999 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
March 2001 5.65% Class A-1 Certificates $400 million
March 2002 5.78% Class A-2 $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
November 1999 6.43% Auto Loan Asset Backed Certificates, Series 1999-4
Outstanding $500 million
April 2000 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-A
Outstanding $750 million
October 2000 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-B
Outstanding $501 million
December 2000 Floating Rate Auto Loan Asset Backed Certificates, Series 2000-C
Outstanding $500 million
December 2001 Floating Rate Auto Loan Asset Backed Certificates, Series 2001-A
Outstanding $1 billion
DCS ("DaimlerChrysler Services North America L.L.C.") services the Receivables
included in the Trust for a fee.
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
3 -- A Certificate of Formation of DaimlerChrysler Wholesale Receivables
LLC. Filed as Exhibit 3.1 to Registration Statement No. 333-38873,
and incorporated herein by reference.
3 -- B Amended and Restated Limited Liability Company agreement of
DCWR filed as Exhibit 3-B to Registration Statement No. 333-50780,
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 4.1 to Registration Statement
No. 333-50780, and incorporated herein by reference.
4 -- B 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 Receivable 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 4.2 to the Registration
Statement No. 333-50780, and incorporated herein by reference.
4 -- C Second Amendment dated as of September 21, 1993, 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 4.3 to Registration Statement
No. 333-50780, and incorporated herein by reference.
4 -- D Third Amendment dated as of November 1, 1999, to the Pooling and
Servicing Agreement dated as of May 31, 1991, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company LLC, as
Servicer, and the Bank of New York, as Trustee. Filed as Exhibit
4.4 to Registration Statement No. 333-37882, and incorporated
herein by reference.
4 -- E Fourth Amendment dated as of May 31, 2000, to the Pooling and
Servicing Agreement dated as of May 31, 1991, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company LLC, as
Servicer, and the Bank of New York, as Trustee. Filed as Exhibit
4.5 to Registration Statement No. 333-37882, and incorporated
herein by reference.
4 -- F 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.
11
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (continued)
4 -- G 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 -- H 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 -- I 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 Trusts' Report on Form 8-K dated August 30, 1999
and incorporated herein by reference.
4 -- J 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 -- K Series 1999-3 Supplement dated as of July 3, 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-Q to the Trust's Quarterly Report on Form 10-Q for the period
ended September 30, 1999, and incorporated herein by reference.
4 -- L Series 1999-4 Supplement dated as of November 12, 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-R to the Trust's Annual Report on Form 10-K for the year
ended December 31, 1999, and incorporated herein by reference.
4 -- M Series 2000-A Supplement dated as of April 4, 2000, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company LLC, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-P to the Trust's Quarterly Report on Form 10-Q for the period
ended June 30, 2001, and incorporated herein by reference.
4 -- N Series 2000-B Supplement dated as of October 23, 2000, among
DaimlerChrysler Wholesale Receivables LLC, as Seller, Chrysler
Financial Company, L.L.C., 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 June 30, 2001, and incorporated
herein by reference.
4 -- O Series 2000-C Supplement dated as of December 6, 2000, among
DaimlerChrysler Wholesale Receivables LLC, as Seller, Chrysler
Financial Company, L.L.C., as Servicer, and The Bank of New York,
as Trustee. Filed as Exhibit 4-R to the Trust's Quarterly Report on
form 10-Q for the period ended June 30, 2001, and incorporated
herein by reference.
12
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (continued)
4 -- P Series 2001-A Supplement dated as of December 7, 2001, among
DaimlerChrysler Wholesale Receivables LLC, as Seller,
DaimlerChrysler Services North America LLC, 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 December 7, 2001, and incorporated
herein by reference.
4 -- Q Amended and Restated Pooling and Servicing Agreement dated as of
December 5, 2001 among DaimlerChrysler Wholesale Receivables LLC,
as Seller, DaimlerChrysler Services North America LLC, 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 December 7, 2001, and
incorporated herein by reference.
(a) The registrant filed the following reports on Form 8-K during the quarter
ended March 31, 2002:
Date of Report Date Filed Item No. Financial Statements
None
13
CARCO AUTO LOAN MASTER TRUST
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.
CARCO Auto Loan Master Trust (Registrant)
By: DaimlerChrysler Services North America LLC,
as Servicer
Date: May 14, 2002 By: /s/ Norbert Meder
--------------------------------------------
Norbert Meder, Vice President and Controller
14
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
3 -- A Certificate of Formation of DaimlerChrysler Wholesale Receivables
LLC. Filed as Exhibit 3.1 to Registration Statement No. 333-38873
and incorporated herein by reference.
3 -- B Amended and Restated Limited Liability Company agreement of DCWR
filed as Exhibit 3-B to Registration Statement No. 333-50780, 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 4.1 to Registration Statement
No. 333-50780, and incorporated herein by reference.
4 -- B 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 Receivable 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 4.2 to the Registration
Statement No. 333-50780, and incorporated herein by reference.
4 -- C Second Amendment dated as of September 21, 1993, 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 4.3 to Registration Statement
No. 333-50780, and incorporated herein by reference.
4 -- D Third Amendment dated as of November 1, 1999, to the Pooling and
Servicing Agreement dated as of May 31, 1991, 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
4.4 to Registration Statement No. 333-37882, and incorporated
herein by reference.
4 -- E Fourth Amendment dated as of May 31, 2000, to the Pooling and
Servicing Agreement dated as of May 31, 1991, 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
4.5 to Registration Statement No. 333-37882, and incorporated
herein by reference.
4 -- F 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" Quarterly Report on Form 10-Q for the period ended September
30, 1996, and incorporated herein by reference.
15
EXHIBIT INDEX (continued)
4 -- G 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 -- H 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 -- I 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 Trusts' Report on Form 8-K dated August 30,
1999, and incorporated herein by reference.
4 -- J 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 -- K Series 1999-3 Supplement dated as of July 3, 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-Q to the Trust's Quarterly Report on Form 10-Q for the period
ended September 30, 1999, and incorporated herein by reference.
4 -- L Series 1999-4 Supplement dated as of November 12, 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-R to the Trust's Annual Report of Form 10-K for the year
ended December 31, 1999, and incorporated herein by reference.
4 -- M Series 2000-A Supplement dated as of April 4, 2000, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company LLC, as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4-P to the Trust's Quarterly Report on form 10-Q for the period
ended June 30, 2001, and incorporated herein by reference.
4 -- N Series 2000-B Supplement dated as of October 17, 2000, among
DaimlerChrysler Wholesale Receivables LLC, as Seller, Chrysler
Financial Company, L.L.C., 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 June 30, 2001, and incorporated
herein by reference.
4 -- O Series 2000-C Supplement dated as of December 6, 2000, among
DaimlerChrysler Wholesale Receivables LLC, as Seller, Chrysler
Financial Company, L.L.C., as Servicer, and The Bank of New York,
as Trustee. Filed as Exhibit 4-R to the Trust's Quarterly Report on
form 10-Q for the period ended June 30, 2001, and incorporated
herein by reference.
16
EXHIBIT INDEX (continued)
4 -- P Series 2001-A Supplement dated as of December 7, 2001, among
DaimlerChrysler Wholesale Receivables LLC, as Seller,
DaimlerChrysler Services North America LLC, 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 December 7, 2001, and incorporated
herein by reference.
4 -- Q Amended and Restated Polling and Servicing Agreement dated as of
December 5, 2001 among DaimlerChrysler Wholesale Receivables LLC,
as Seller, DaimlerChrysler Services North America LLC, 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 December 7, 2001, and
incorporated herein by reference.
17