10-Q 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----- FORM 10-Q (Mark One) /x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- ---------------- Commission file number: 021686 FORD CREDIT AUTO LOAN MASTER TRUST (Ford Credit Auto Receivables Corporation - Originator) ---------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 38-2973806 -------------------- ----------------------------------- (State of Incorporation) (I.R.S. employer identification no.) One American Road, Dearborn, Michigan 48126 --------------------------------------- --------- (Address of principal executive offices) Zip code) Registrant's telephone number, including area code (313) 322-3000 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Series 1996-1, 5.50% Auto Loan Asset Backed Certificates Series 1996-2, Floating Rate Auto Loan Asset Backed Certificates Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(c) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No PART I. ITEM 1. Business The Ford Credit Auto Loan Master Trust (the "Trust") was created on February 5, 1992 pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of December 31, 1991 among Ford Motor Credit Company ("Ford Credit"), as servicer, Ford Credit Auto Receivables Corporation (the "Company"), as seller, and The Chase Manhattan Bank, (the "Trustee"), as successor trustee. Pursuant to the Pooling and Servicing Agreement, the Company transferred to the trust property primarily consisting of wholesale receivables generated from time to time in a portfolio of revolving financing arrangements with automobile dealers to finance their automobile and light truck inventory, collections as to the receivables, security interests in the vehicles financed thereby and certain other property. Such property was obtained by the Company pursuant to the Receivables Purchase Agreement dated as of December 31, 1991 between the Company, as purchaser, and Ford Credit, as seller. In 1995, the Company registered with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, (the "Act") and sold to the general public the Series 1995-1, 6.50% Auto Loan Asset Backed Certificates (the "Series 1995-1 Certificates") in the initial principal amount of $1,000,000,000. In 1996, the Company registered with the Commission under the Act and sold to the general public the 1996-1, 5.50% Auto Loan Asset Backed Certificates (the "Series 1996-1 Certificates") in the initial amount of $800,000,000 and the Series 1996-2, Floating Rate Auto Loan Asset Backed Certificates (the 1996-2 Certificates") in the initial amount of $960,000,000. In April 1997, the Company sold pursuant to Regulation S under the Act, the Series 1997-1 Floating Rate Auto Loan Asset Backed Certificates (the "Series 1997-1 Certificates") in the initial amount of $750,000,000. The Series 1995-1 Certificates, the Series 1996-1 Certificates, the Series 1996-2 Certificates and the Series 1997-1 Certificates were created pursuant to the Series 1995-1 Supplement dated as of June 30, 1995 to the Pooling and Servicing Agreement (the "1995-1 Supplement"), the Series 1996-1 Supplement dated December 31, 1995 to the Pooling and Servicing Agreement (the "1996-1 Supplement"), the Series 1996-2 Supplement dated December 31, 1995 to the Pooling and Servicing Agreement (the "1996-2 Supplement"), and the Series 1997-1 Supplement dated as of March 31, 1997 to the Pooling and Servicing Agreement(the "1997-1 Supplement"), respectively. Each Series of Certificates represents an undivided interest in certain assets of the Trust. -2- ITEM 2. PROPERTIES ------------------- For information regarding the property of the Trust, see the Pooling and Servicing Agreement and the Current Reports on Form 8-K incorporated by reference herein. For additional information regarding the Certificates, see Exhibit 99. ITEM 3. LEGAL PROCEEDINGS Nothing to report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Nothing to report. PART II. ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS There were ???70 Series 1995-1 Certificateholders, 57 Series 1996-1 Certificateholders and 16 1996-2 Certificateholders at August 9, 2000. There is no established public trading market for any of these Certificates. The Series 1997-1 Certificates, sold pursuant to Regulation S under the Act, were listed on the Luxembourg and Hong Kong Stock Exchanges. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Nothing to report. PART III. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 1996-1 Bank of New York $ 67,055 8.38% 5.50% Auto Loan 925 Patterson Plank Rd. Asset Backed Secaucus, NJ 07094 Certificates Series 1996-1, Bankers Trust Company $ 95,454 11.93% 5.50% Auto 648 Grassmere Park Rd. Loan Asset Nashville, TN 37211 Backed Certificates Series 1996-1 Boston Safe Deposit & $156,015 19.50% 5.50% Auto Trust Co. Loan Asset c/o Mellon Bank N.A. Backed Three Mellon Center Certificates Room 153-3015 Pittsburgh, PA 15259 Series 1996-1 Chase Manhattan Bank $ 69,565 8.70% 5.50% Auto 4 New York Plaza Loan Asset 13th Floor Backed New York, NY 10004 Certificates Series 1996-1 Chase Manhattan Bank $ 49,800 6.23% 5.50% Auto Correspondence Clearing Loan Asset Services Backed 4 New York Plaza Certificates 13th Floor New York, NY 10004 Series 1996-1 Goldman, Sachs & Co. $ 47,000 5.88% 5.50% Auto Loan 1 New York Plaza Asset Backed 45th Floor Certificates New York, NY 10004 Series 1996-1 State Street Bank and $102,915 12.86% 5.50% Auto Trust Company Loan Asset 1776 Heritage Drive Backed Global Corp. Action Unit Certificates JAB 5NW No. Quincy, MA 02171 -3- ITEM 12. (CONTINUED) (3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 1996-2 Bank of New York $ 57,950 6.04% Floating Rate 925 Patterson Plank Rd. Auto Loan Secaucus, NJ 07094 Asset Backed Certificates Series 1996-2 Bankers Trust Company $173,005 18.02% Floating Rate 648 Grassmere Park Rd Auto Loan Nashville, TN 37211 Asset Backed Certificates Series 1996-2 Chase Manhattan Bank $ 57,705 6.01% Floating Rate 4 New York Plaza Auto Loan 13th Floor Asset Backed New York, NY 10004 Certificates Series 1996-2 Citibank, N.A. $191,000 19.90% Floating Rate 3800 Citicorp Center Tampa Auto Loan Tampa, FL 33610-9122 Asset Backed Certificates Series 1996-2 The Northern Trust Co. $ 57,560 6.00% Floating Rate 801 South Canal Auto Loan C-IN Asset Backed Chicago, IL 60607 Certificates Series 1996-2 State Street Bank $383,380 39.94% Floating Rate and Trust Co. Auto Loan 1776 Heritage Drive Asset Backed Global Corp. Action Unit Certificates JAB 5NW No. Qunicy, MA 02171 * As of October 30, 2000 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Nothing to report. -4- PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)3. Exhibits Designation Description Method of Filing ----------- ----------- ---------------- Exhibit 3.1 Restated Certificate of Filed as Exhibit 3.1 to Incorporation of Ford Ford Credit Auto Credit Auto Receivables Receivables Corporation. Corporation's Registration Statement on Form S-1(No.33-44432) and incorporated herein by reference. Exhibit 3.2 By-Laws of Ford Credit Filed as Exhibit 3.2 to Auto Receivables Ford Credit Auto Corporation. Receivables Corporation's Registration Statement on Form S-1(No.33-44432) and incorporated herein by reference. Exhibit 4.1 Conformed copy of Pooling Filed as Exhibit 4.1 to and Servicing Agreement Ford Credit Auto dated as of December 31, Receivables 1991 among Ford Credit Corporation's Auto Receivables Registration Statement Corporation, as seller, on Form S-1(No.33-47582) Ford Motor Credit Company and incorporated herein as servicer, and Chemical by reference. Bank, as trustee. -5- ITEM 14. (Continued) Designation Description Method of Filing ----------- ----------- ----------------- Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended January 31, 2000. Master Trust Current Report on Form 8-K dated January 31, 2000 and incorporated herein by reference. Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan February 29, 2000. Master Trust Current Report on Form 8-K dated February 29, 2000 and incorporated herein by reference. Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan March 31, 2000. Master Trust Current Report on Form 8-K dated March 31, 2000 and incorporated herein by reference. Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan April 30, 2000. Master Trust Current Report on Form 8-K dated April 30, 2000 and incorporated herein by reference. Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan May 31, 2000. Master Trust Current Report on Form 8-K dated May 31, 2000 and incorporated herein by reference. Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan June 30, 2000. Master Trust Current Report on Form 8-K dated June 30, 2000 and incorporated herein by reference. Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan July 31, 2000. Master Trust Current Report on Form 8-K dated July 31, 2000 and incorporated herein by reference. Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan August 31, 2000. Master Trust Current Report on Form 8-K dated August 31, 2000 and incorporated herein by reference. Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan September 30, 2000. Master Trust Current Report on Form 8-K dated September 30, 2000 and incorporated herein by reference. -6- Exhibit 99 Selected Information Filed with this relating to the Series report. 1996-1 Certificates, the Series 1996-2 Certificates and the Series 1997-1 Certificates. (b) Reports on Form 8-K Date of Report Item January 31, 2000 Item 5 - Other Events February 29, 2000 Item 5 - Other Events March 31, 2000 Item 5 - Other Events April 30, 2000 Item 5 - Other Events May 31, 2000 Item 5 - Other Events June 30, 2000 Item 5 - Other Events July 31, 2000 Item 5 - Other Events August 31, 2000 Item 5 - Other Events September 30, 2000 Item 5 - Other Events SIGNATURES Pursuant to the requirements of Section 13 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. Ford Credit Auto Loan Master Trust (Registrant) November 14, 2000 By:/s/ Richard P. Conrad ------------------------ Richard P. Conrad (Assistant Secretary of Ford Credit Auto Receivables Corporation, originator of Trust) -7- EXHIBIT INDEX Exhibit Number Description of Exhibit Page -------- ---------------------- ---- Exhibit 3.1 Restated Certificate of * Incorporation of Ford Credit Auto Receivables Corporation. Exhibit 3.2 By-Laws of Ford Credit Auto * Receivables Corporation. Exhibit 4.1 Conformed copy of Pooling and * Servicing Agreement dated as of December 31, 1991 among Ford Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee. Exhibit 19.1 Distribution Date Statement * for Collection Period ended January 31, 2000. Exhibit 19.2 Distribution Date Statement * for Collection Period ended February 29, 2000. Exhibit 19.3 Distribution Date Statement * for Collection Period ended March 31, 2000. Exhibit 19.4 Distribution Date Statement * for Collection Period ended April 30, 2000. Exhibit 19.5 Distribution Date Statement * for Collection Period ended May 31, 2000. Exhibit 19.6 Distribution Date Statement * for Collection Period ended June 30, 2000. Exhibit 19.7 Distribution Date Statement * for Collection Period ended July 31, 2000. Exhibit 19.8 Distribution Date Statement * for Collection Period ended August 31, 2000. Exhibit 19.9 Distribution Date Statement * for Collection Period ended September 30, 2000. Exhibit 99 Selected Information relating 10 to the Series 1996-1 Certificates, the Series 1996-2 Certificates, and the Series 1997-1 Certificates. __________________ * Previously Filed -8- Exhibit 99 Selected Information Relating to Series Series 1996-1 Certificates, Series 1996-2 Certificates, and Series 1997-1 Certificates from January 1, 2000 through September 30, 2000 --------------------------------------------
Series 1996-1 Series 1996-2 Series 1997-1 5.50% Auto Floating Rate Floating Rate Loan Asset Loan Asset Loan Asset Backed Backed Backed Certificates Certificates Certificates ------------ ------------- ------------ Interest Paid $ 33,208,333.37 $ 48,085,666.66 $ 37,385,859.38 Servicing Fee Paid $ 6,000,000.03 $ 7,200,000.00 $ 5,625,000.00
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