-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IODJ78ajTKL9hTzIQ74m6XxQtd0BCjzbORZyZ+QugNfrazhtbtPHUUw5ad67MgL6 o4xpnBamMiMFrdqfo+esEg== 0000950124-05-002096.txt : 20050331 0000950124-05-002096.hdr.sgml : 20050331 20050331112328 ACCESSION NUMBER: 0000950124-05-002096 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAIMLERCHRYSLER AUTO TRUST 2004-B CENTRAL INDEX KEY: 0001298791 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-75942-08 FILM NUMBER: 05717361 BUSINESS ADDRESS: STREET 1: 2777 FRANKLIN RD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2485123990 MAIL ADDRESS: STREET 1: 2777 FRANKLIN RD CITY: SOUTHFIELD STATE: MI ZIP: 48034 10-K 1 k92228e10vk.htm ANNUAL REPORT FOR FISCAL YEAR ENDED 12/31/04 e10vk
Table of Contents

 
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

     
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
     
  For the fiscal year ended December 31, 2004
     
  OR
     
o
  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: 333-75942-08

DAIMLERCHRYSLER AUTO TRUST 2004-B


(Exact name of registrant as specified in its charter)
     
State of Delaware   74-6523269

(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1011 Centre Road, Suite 200, Wilmington, Delaware   19805

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (248) 427-2565

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 þ No o

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. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No þ

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. None

 
 

 


TABLE OF CONTENTS

PART I
ITEM 1. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
EXHIBIT INDEX
Certification Pursuant to Section 302
Certification Pursuant to Section 906
Annual Servicer's Certificate and Independent Accountants' Report
DaimlerChrysler Auto Trust 2004-B Annual Issuer's Certificate


Table of Contents

PART I.

ITEM 1. BUSINESS

DaimlerChrysler Auto Trust 2004-B (the “Trust”) was formed under the laws of Delaware pursuant to an Amended and Restated Trust Agreement dated as of July 1, 2004, among DaimlerChrysler Retail Receivables LLC (“DCRR”), DaimlerChrysler Services North America LLC (“DCS” and “Servicer”), and Deutsche Bank Trust Company Delaware, acting thereunder not in its individual capacity but solely as trustee of the Trust.

On July 30, 2004, the Trust issued $380,000,000 aggregate principal amount of 1.72% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $375,000,000 aggregate principal amount of 2.48% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $480,000,000 aggregate principal amount of 3.18% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and $220,000,000 aggregate principal amount of 3.71% 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 “Class A Notes”), and $45,000,000 aggregate principal amount of 3.89% Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The Notes were issued pursuant to an Indenture dated as of July 1, 2004, between the Trust and JPMorgan Chase Bank, (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 July 14, 2004, transferred to the Trust by DCS on July 30, 2004. The Notes are secured by the assets of the Trust pursuant to the Indenture. The Class A-1 Notes were not offered publicly.

The Trust has no employees.

The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC Internet site is http://www.sec.gov.

The Internet address for obtaining free of charge the Trust’s annual report on Form 10-K and current reports on Form 8-K and amendments (if any) filed or furnished pursuant to Section 13(a) and 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with the SEC is http://investor.chryslerfinancial.com.

ITEM 2. PROPERTIES

There is nothing to report with regard to this item.

ITEM 3. LEGAL PROCEEDINGS

There is nothing to report with regard to this item.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There is nothing to report with regard to this item.

PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is nothing to report with regard to this item.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data has been omitted since the required information is included in the financial statements or 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 July 1, 2004, among DCRR, DCS, and Deutsche Bank Trust Company Delaware, acting thereunder not in its individual capacity but solely as trustee of the Trust.

On July 30, 2004, the Trust issued $380,000,000 aggregate principal amount of 1.72% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $375,000,000 aggregate principal amount of 2.48% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $480,000,000 aggregate principal amount of 3.18% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and $220,000,000 aggregate principal amount of 3.71% 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 “Class A Notes”), and $45,000,000 aggregate principal amount of 3.89% Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”). The Notes were issued pursuant to an Indenture dated as of July 1, 2004, between the Trust and JPMorgan Chase Bank, (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 July 14, 2004, transferred to the Trust by DCS on July 30, 2004. The Notes are secured by the assets of the Trust pursuant to the Indenture. The Class A-1 Notes were not offered publicly.

DCS services the Receivables in the Trust for an annual fee of 1% of the outstanding receivables balance.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There is nothing to report with regard to this item.

3


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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

DAIMLERCHRYSLER AUTO TRUST 2004-B
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
DECEMBER 31, 2004
(in millions of dollars)

         
ASSETS
       
 
Cash and Cash Equivalents (Note 1)
  $ 57.0  
         
Receivables (Note 2)
    1,351.3  
 
     
         
TOTAL ASSETS
  $ 1,408.3  
 
     
         
LIABILITIES AND EQUITY        
         
Amounts Held for Future Distribution
(includes $55.2 million of collections of principal and interest to be applied on the next scheduled Distribution Date) (Note 1)
  $ 162.4  
         
Asset Backed Notes (Notes 2 and 3)
    1,245.9  
 
     
         
TOTAL LIABILITIES AND EQUITY
  $ 1,408.3  
 
     

See Notes to Financial Statements

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)

DAIMLERCHRYSLER AUTO TRUST 2004-B
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD JULY 13, 2004 (INCEPTION) THROUGH DECEMBER 31, 2004
(in millions of dollars)

         
CASH RECEIPTS
       
         
Proceeds from Sale of Asset Backed Notes
  $ 1,500.0  
         
Collections of Principal, Interest, and Other
    330.8  
 
     
         
TOTAL CASH RECEIPTS
    1,830.8  
 
     
         
CASH DISBURSEMENTS
       
 
Purchase of Receivables
    1,500.0  
         
Distribution of Principal, Interest, and Other
    273.9  
 
     
         
TOTAL CASH DISBURSEMENTS
    1,773.9  
 
     
         
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS
    57.0  
 
     
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    0.0  
 
     
         
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 57.0  
 
     

See Notes to Financial Statements

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)

DAIMLERCHRYSLER AUTO TRUST 2004-B
NOTES TO FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements of DaimlerChrysler Auto Trust 2004-B (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 provisions for credit losses on Receivables, accrued interest receivable on the Receivables, or accrued interest payable on the Asset Backed Notes.

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 DaimlerChrysler Services North America LLC (“DCS” and “Servicer”), which are held as liquidity and credit enhancement reserves and invested in short-term instruments. Under the Sale and Servicing Agreement dated as of July 1, 2004, 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. During 2004, the commingling conditions set forth in the Sale and Servicing Agreement were not met, and as a result, DCS is required to convey principal and interest collections to the Trust on a daily basis.

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 DaimlerChrysler Retail Receivables LLC (“DCRR”). Also included in the balance of Amounts Held for Future Distribution are $55.2 million of collections of principal and interest on the Receivables. These amounts have not been applied as of the balance sheet date to either the outstanding principal balance of the Receivables or the Asset Backed Notes, but will be applied in accordance with the Prospectus Supplement for the next scheduled Distribution Date.

Servicing

DCS services the Receivables in the Trust for an annual fee of 1% of the outstanding receivables balance.

NOTE 2 – SALE OF ASSET BACKED NOTES

The Trust was formed under the laws of Delaware pursuant to an Amended and Restated Trust Agreement dated as of July 1, 2004, among DCRR, DCS, and Deutsche Bank Trust Company Delaware, acting thereunder not in its individual capacity but solely as trustee of the Trust.

6


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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)

DAIMLERCHRYSLER AUTO TRUST 2004-B
NOTES TO FINANCIAL STATEMENTS

NOTE 2 – SALE OF ASSET BACKED NOTES (continued)

On July 30, 2004, the Trust issued $380,000,000 aggregate principal amount of 1.72% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $375,000,000 aggregate principal amount of 2.48% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $480,000,000 aggregate principal amount of 3.18% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), and $220,000,000 aggregate principal amount of 3.71% 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 “Class A Notes”), and $45,000,000 aggregate principal amount of 3.89% Class B Notes (the “Class B Notes” and , together with the Class A Notes, the “Notes”). The Notes were issued pursuant to an Indenture dated as of July 1, 2004, between the Trust and JPMorgan Chase Bank, (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 July 14, 2004, transferred to the Trust by DCS on July 30, 2004. The Notes are secured by the assets of the Trust pursuant to the Indenture. The Class A-1 Notes were not offered publicly.

NOTE 3 – PRINCIPAL AND INTEREST PAYMENTS

Interest on the Notes accrues at the respective fixed per annum interest rates specified above. Interest on the Notes will generally be payable on the 8th 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 August 9, 2004. Principal on the Notes will be payable on each Distribution Date to the extent described in the Prospectus Supplement dated July 21, 2004, and the Prospectus dated July 21, 2004 (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 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.

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.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)

DAIMLERCHRYSLER AUTO TRUST 2004-B
NOTES TO FINANCIAL STATEMENTS

NOTE 5 – FINANCIAL INSTRUMENTS

The estimated fair values 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, 2004 were as follows (in millions of dollars):

                 
    Carrying     Fair  
    Amount     Value  
Cash and Cash Equivalents
  $ 57.0     $ 57.0  
Receivables
  $ 1,351.3     $ 1,338.3  
Amounts Held for Future Distribution
  $ 162.4     $ 150.1  
Asset Backed Notes
  $ 1,245.9     $ 1,241.8  

Assumptions and Methodologies

The carrying value of cash and cash equivalents approximates fair value due to the short maturity of these instruments.

The fair value of receivables was estimated by discounting expected cash flows using rates of receivables with similar maturities at December 31, 2004.

The fair value of Amounts Held for Future Distribution was estimated at carrying value for certain short-term investments, and amounts to be distributed to DCRR were estimated by discounting expected cash flows.

The fair value of Asset Backed Notes was estimated using quoted market prices.

8


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Report of Independent Registered Public Accounting Firm

The Manager and Member
DaimlerChrysler Services North America LLC:

We have audited the accompanying statement of assets, liabilities and equity arising from cash transactions of DaimlerChrysler Auto Trust 2004-B (the “Trust”) as of December 31, 2004, and the related statement of cash receipts and disbursements for the period July 13, 2004 (inception) through December 31, 2004. These financial statements are the responsibility of the management of DaimlerChrysler Services North America LLC, servicer for the Trust. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles.

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 DaimlerChrysler Auto Trust 2004-B as of December 31, 2004, and its cash receipts and disbursements for the period July 13, 2004 (inception) through December 31, 2004, on the basis of accounting described in Note 1.

/s/ KPMG LLP

Detroit, Michigan
March 21, 2005

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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.

ITEM 9A. CONTROLS AND PROCEDURES

Registrant is an Asset Backed Issuer and is not required to disclose the information required by this item.

ITEM 9B. OTHER INFORMATION

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.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Registrant is an Asset Backed Issuer and is not required to disclose the information required by this item.

PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)   The following documents are filed as a part of this report:
 
(1)   Financial Statements
 
    Financial statements for DaimlerChrysler Auto Trust 2004-B as follows:
 
    Statement of Assets, Liabilities and Equity Arising from Cash Transactions – December 31, 2004 (page 4 of this report)
 
    Statement of Cash Receipts and Disbursements for the period July 13, 2004 (inception) through December 31, 2004 (page 5 of this report)

10


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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)

Notes to Financial Statements (pages 6, 7, and 8 of this report)

Report of Independent Registered Public Accounting Firm (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.
 
(3)   Exhibits

     
EXHIBIT    
NUMBER   DESCRIPTION OF EXHIBIT
3
  Purchase Agreement, dated as of July 1, 2004, between DaimlerChrysler Retail Receivables LLC and DaimlerChrysler Services North America LLC. Filed as Exhibit 99.2 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
4.1
  Amended and Restated Trust Agreement, dated as of July 1, 2004, among DaimlerChrysler Retail Receivables LLC, DaimlerChrysler Services North America LLC and Deutsche Bank Trust Company Delaware, as Owner Trustee. Filed as Exhibit 4.2 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
4.2
  Indenture, dated as of July 1, 2004, between DaimlerChrysler Auto Trust 2004-B and JPMorgan Chase Bank as Indenture Trustee. Filed as Exhibit 4.1 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
4.3
  Sale and Servicing Agreement, dated as of July 1, 2004, between DaimlerChrysler Auto Trust 2004-B and DaimlerChrysler Services North America LLC. Filed as Exhibit 10 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
4.4
  Administration Agreement, dated as of July 1, 2004, between DaimlerChrysler Auto Trust 2004-B and DaimlerChrysler Services North America LLC. Filed as Exhibit 99.1 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
31
  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
 
   
32
  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
 
   
99.1
  Annual Servicer’s Certificate for the year ended December 31, 2004, and Independent Accountants’ Report.

11


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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (continued)

     
EXHIBIT    
NUMBER   DESCRIPTION OF EXHIBIT
99.2
  DaimlerChrysler Auto Trust 2004-B Annual Issuer’s Certificate.

(b) See item 15(a) above.

(c) Not applicable.

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DAIMLERCHRYSLER AUTO TRUST 2004-B

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 2004-B
      (Registrant)
 
 
By:        DaimlerChrysler Services North America LLC, as
      Servicer
 
 
By:        /s/ Paul E. Knauss
 
        Paul E. Knauss, Vice President and Chief
      Financial Officer

Date: March 21, 2005

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 2004-B

EXHIBIT INDEX

     
EXHIBIT    
NUMBER   DESCRIPTION OF EXHIBIT
3
  Purchase Agreement, dated as of July 1, 2004, between DaimlerChrysler Retail Receivables LLC and DaimlerChrysler Services North America LLC. Filed as Exhibit 99.2 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
4.1
  Amended and Restated Trust Agreement, dated as of July 1, 2004, among DaimlerChrysler Retail Receivables LLC, DaimlerChrysler Services North America LLC and Deutsche Bank Trust Company Delaware, as Owner Trustee. Filed as Exhibit 4.2 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
4.2
  Indenture, dated as of July 1, 2004, between DaimlerChrysler Auto Trust 2004-B and JPMorgan Chase Bank as Indenture Trustee. Filed as Exhibit 4.1 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
4.3
  Sale and Servicing Agreement, dated as of July 1, 2004, between DaimlerChrysler Auto Trust 2004-B and DaimlerChrysler Services North America LLC. Filed as Exhibit 10 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
4.4
  Administration Agreement, dated as of July 1, 2004, between DaimlerChrysler Auto Trust 2004-B and DaimlerChrysler Services North America LLC. Filed as Exhibit 99.1 to DCS’s Current Report on Form 8-K dated July 30, 2004 and incorporated herein by reference.
 
   
31
  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
 
   
32
  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
 
   
99.1
  Annual Servicer’s Certificate for the year ended December 31, 2004, and Independent Accountants’ Report.
 
   
99.2
  DaimlerChrysler Auto Trust 2004-B Annual Issuer’s Certificate.

14

EX-31 2 k92228exv31.htm CERTIFICATION PURSUANT TO SECTION 302 exv31
 

Exhibit 31

CERTIFICATION

     I, Paul Knauss, the Vice President and Chief Financial Officer of DaimlerChrysler Services North America LLC, the Servicer of DaimlerChrysler Auto Trust 2004-B, certify that:

I have reviewed this annual report on Form 10-K and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of DaimlerChrysler Auto Trust 2004-B;

Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;

Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;

I am responsible for reviewing the activities performed by the Servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the Servicer has fulfilled its obligations under that agreement; and

The reports disclose all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards based upon the reports provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, are included in these reports.

Date: March 21, 2005
         
     
  /s/ Paul E. Knauss
 
  Paul E. Knauss  
  Vice President and Chief Financial Officer DaimlerChrysler Services North America LLC,
as Servicer of DaimlerChrysler Auto Trust 2004-B 
 
 

EX-32 3 k92228exv32.htm CERTIFICATION PURSUANT TO SECTION 906 exv32
 

Exhibit 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of DaimlerChrysler Services North America LLC, as Servicer of DaimlerChrysler Auto Trust 2004-B (the “Trust”), does hereby certify, to such officer’s knowledge, that:

     The Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “Form 10-K”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material aspects, the financial condition and results of operations of the Trust.
         
     
Date: March 21, 2005  /s/ Klaus Entenmann

 
  Klaus Entenmann  
Date: March 21, 2005  President and Chief Executive Officer,
DaimlerChrysler Services North America LLC,
as Servicer of
DaimlerChrysler Auto Trust 2004-B

/s/ Paul E. Knauss

Paul E. Knauss
Vice President and Chief Financial Officer
DaimlerChrysler Services North America LLC,
as Servicer of
DaimlerChrysler Auto Trust 2004-B 
 
 

A signed original of the this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) Section 1350, Chapter 63 of Title 18, United States Code) has been provided to DaimlerChrysler Auto Trust 2004-B and will be retained by DaimlerChrysler Auto Trust 2004-B and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1 4 k92228exv99w1.htm ANNUAL SERVICER'S CERTIFICATE AND INDEPENDENT ACCOUNTANTS' REPORT exv99w1
 

Exhibit 99.1

ANNUAL SERVICER’S CERTIFICATE
For Year Ended December 31, 2004

DAIMLERCHRYSLER SERVICES NORTH AMERICA LLC

DAIMLERCHRYSLER AUTO TRUSTS

The undersigned, duly authorized representatives of DaimlerChrysler Services North America LLC (“DCS”), as Servicer, pursuant to the Sale and Servicing Agreements listed in Exhibit 1 (the “Agreements”), by and among DCS, as Seller and Servicer, and the Issuers listed in Exhibit 1, does hereby certify that:

  1.   DCS is, as of the date hereof, the Servicer under the Agreements.
 
  2.   The undersigned are Servicing Officers and are duly authorized pursuant to the Agreements to execute and deliver this Certificate to the Issuer, the Owner Trustee and to the Trustee.
 
  3.   A review of the activities of the Servicer during the calendar year ended December 31, 2004 and of their performance under the Agreements was conducted under our supervision.
 
  4.   Based on such review, the Servicer has, to the best of our knowledge, performed in all material respects all of its obligations under the Agreements and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below.
 
  5.   There were no defaults made by the Servicer in the performance of its obligations under the provisions of the Agreements during the year ended December 31, 2004.

Capitalized terms used but not defined herein are used as defined in the applicable Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 21st day of March 2005.

     
/s/ Andree Ohmstedt

  /s/ Mark L. Davis

Andree Ohmstedt
  Mark L. Davis
Vice President and
  Assistant Controller
Controller
  Financial Reporting & Policy

 


 

Exhibit 1

             
    Sale and Servicing        
Issuer   Agreement Dated   Indenture Trustee   Owner Trustee
DCAT 2000-A
  February 1, 2000   Bank One, N.A.   Chase Manhattan
Bank Delaware
DCAT 2000-B
  May 1, 2000   Bank One, N.A.   Chase Manhattan
Bank Delaware
DCAT 2000-C
  September 1, 2000   Bank One, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2000-D
  October 1, 2000   Bank One, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2000-E
  December 1, 2000   Bank One, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2001-A
  March 1, 2001   Bank One, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2001-C
  September 1, 2001   Citibank, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2001-D
  November 1, 2001   Citibank, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2002-A
  April 1, 2002   Bank One, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2002-B
  July 1, 2002   Bank One, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2002-C
  October 1, 2002   Citibank, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2003-A
  August 1, 2003   Citibank, N.A.   Chase Manhattan
Bank USA, National
Association
DCAT 2004-B
  July 1, 2004   JPMorgan Chase Bank   Deutsche Bank Trust
Company Delaware

 


 

Report of Independent Registered Public Accounting Firm

The Manager and Member
DaimlerChrysler Services North America LLC:

We have audited the accompanying statement of assets, liabilities and equity arising from cash transactions of DaimlerChrysler Auto Trust 2004-B (the “Trust”) as of December 31, 2004, and the related statement of cash receipts and disbursements for the period July 13, 2004 (inception) through December 31, 2004. These financial statements are the responsibility of the management of DaimlerChrysler Services North America LLC, servicer for the Trust. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than generally accepted accounting principles.

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 DaimlerChrysler Auto Trust 2004-B as of December 31, 2004, and its cash receipts and disbursements for the period July 13, 2004 (inception) through December 31, 2004, on the basis of accounting described in Note 1.

/s/ KPMG LLP

Detroit, Michigan
March 21, 2005


 

Management Assertion

March 21, 2005

As of and for the year ended December 31, 2004, DaimlerChrysler Services North America LLC has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America’s Uniform Single Attestation Program for Mortgage Bankers, to the extent that such servicing standards are applicable to the servicing obligations pursuant to the Sale and Servicing Agreements, as applicable, included in Exhibit 1.

Due to the nature of the trusts referenced in Exhibit 1, minimum servicing standards I.2, I.4, III.1, III.2, III.3, III.4, III.5, III.6, V.2, V.3, V.4 and VII.1 are not applicable and, accordingly, DaimlerChrysler Services North America LLC has not made an attempt to comply with those standards.

DaimlerChrysler Services North America LLC, as Servicer

/s/ Paul E. Knauss                    
Paul E. Knauss
Vice President and Chief Financial Officer

/s/ Robert L. Watson                    
Robert L. Watson
Senior Manager – Structured Finance and Securitization

/s/ Mark L. Davis                    
Mark L. Davis
Assistant Controller – Financial Reporting & Policy


 

Exhibit 1

             
    Sale and Servicing        
Issuer   Agreement Dated   Indenture Trustee   Owner Trustee
DCAT 2000-A
  February 1, 2000   Bank One, N.A.   Chase Manhattan Bank Delaware
DCAT 2000-B
  May 1, 2000   Bank One, N.A.   Chase Manhattan Bank Delaware
DCAT 2000-C
  September 1, 2000   Bank One, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2000-D
  October 1, 2000   Bank One, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2000-E
  December 1, 2000   Bank One, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2001-A
  March 1, 2001   Bank One, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2001-C
  September 1, 2001   Citibank, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2001-D
  November 1, 2001   Citibank, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2002-A
  April 1, 2002   Bank One, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2002-B
  July 1, 2002   Bank One, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2002-C
  October 1, 2002   Citibank, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2003-A
  August 1, 2003   Citibank, N.A.   Chase Manhattan Bank USA, National Association
DCAT 2004-B
  July 1, 2004   JPMorgan Chase Bank   Deutsche Bank Trust Company Delaware
EX-99.2 5 k92228exv99w2.htm DAIMLERCHRYSLER AUTO TRUST 2004-B ANNUAL ISSUER'S CERTIFICATE exv99w2
 

Exhibit 99.2

ANNUAL ISSUER’S CERTIFICATE
For Year Ended December 31, 2004


DAIMLERCHRYSLER AUTO TRUSTS


The undersigned, duly authorized representatives of DaimlerChrysler Services North America LLC (“DCS”), as Administrator of the DaimlerChrysler Auto Trusts listed on Exhibit 1 (the “Issuers”), pursuant to the Indentures listed on Exhibit 1 (the “Agreements”), by and between the Indenture Trustees, and the Issuers listed on Exhibit 1, does hereby certify that:

  1.   DCS is, as of the date hereof, the Administrator of the Issuers.
 
  2.   The undersigned are Officers of the Administrator and are duly authorized pursuant to the Agreements to execute and deliver this Certificate on behalf of the Issuer to the Indenture Trustee.
 
  3.   A review of the activities of the Issuer during the calendar year ended December 31, 2004, and of their performance under the Agreements was conducted under our supervision.
 
  4.   Based on such review, the Issuer has, to the best of our knowledge, complied in all material respects with all conditions and covenants under the Agreements and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 5 below.
 
  5.   There were no defaults made by the Issuers in the performance of all conditions and covenants under the provisions of the Agreements during the year ended December 31, 2004.

Capitalized terms used but not defined herein are used as defined in the applicable Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 21st day of March, 2005.

     
/s/ Andree Ohmstedt
  /s/ Mark L. Davis
 
   
Andree Ohmstedt
Vice President and
Controller
  Mark L. Davis
Assistant Controller
Financial Reporting and Policy

 


 

Exhibit 1

             
Issuer   Indenture Dated   Indenture Trustee   Owner Trustee
DCAT 2000-A
  February 1, 2000   Bank One, N.A.   Chase Manhattan Bank Delaware
DCAT 2000-B
  May 1, 2000   Bank One, N.A.   Chase Manhattan Bank Delaware
DCAT 2000-C
  September 1, 2000   Bank One, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2000-D
  October 1, 2000   Bank One, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2000-E
  December 1, 2000   Bank One, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2001-A
  March 1, 2001   Bank One, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2001-B
  June 1, 2001   Bank One, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2001-C
  September 1, 2001   Citibank, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2001-D
  November 1, 2001   Citibank, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2002-A
  April 1, 2002   Bank One, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2002-B
  July 1, 2002   Bank One, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2002-C
  October 1, 2002   Citibank, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2003-A
  August 1, 2003   Citibank, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2003-B
  December 1, 2003   Deutsche Bank   Chase Manhattan Bank USA,
National Association
DCAT 2004-A
  March 1, 2004   Citibank, N.A.   Chase Manhattan Bank USA,
National Association
DCAT 2004-B
  July 1, 2004   JPMorgan Chase Bank   Deutsche Bank Trust Company
Delaware
DCAT 2004-C
  November 1, 2004   Citibank, N.A.   Chase Manhattan Bank USA,
National Association

 

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