CONFORMED
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1996
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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__________
Commission file number -
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PREMIER AUTO TRUST 1996-3
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(Exact name of registrant as specified in its charter)
State of Delaware 38-3298626
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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 (810) 948-3058
--------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes_____ No_ X_
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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The interim financial data presented herein are unaudited, but in the opinion
of management reflect all adjustments necessary for a fair presentation of
such information. Results for interim periods should not be considered
indicative of results for a full year.
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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<TABLE>
<CAPTION>
PREMIER AUTO TRUST 1996-3
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
SEPTEMBER 30, 1996
(in millions of dollars)
ASSETS
<S> <C>
Cash and Cash Equivalents (Note 1) $ 144.3
Receivables (Note 3) 1,334.3
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TOTAL ASSETS $1,478.6
========
<CAPTION>
LIABILITIES AND EQUITY
<S> <C>
Amounts Held for Future Distribution (Note 1) $ 123.3
Asset Backed Notes (Notes 3 and 4) 1,299.1
Asset Backed Certificates (Notes 3 and 4) 56.2
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TOTAL LIABILITIES AND EQUITY $1,478.6
========
<FN>
See Notes to Financial Statements.
</TABLE>
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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<TABLE>
<CAPTION>
PREMIER AUTO TRUST 1996-3
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD JUNE 1, 1996 (INCEPTION)
THROUGH SEPTEMBER 30, 1996
(in millions of dollars)
CASH RECEIPTS
<S> <C>
Proceeds from Sale of Notes and Certificates $1,500.0
Collections of Principal & Interest, and Other 312.7
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TOTAL CASH RECEIPTS 1,812.7
--------
CASH DISBURSEMENTS
Purchase of Receivables 1,500.0
Distributions of Principal 144.7
Distributions of Interest 19.0
Distributions of Service Fees 4.7
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TOTAL CASH DISBURSEMENTS 1,668.4
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CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS $ 144.3
========
<FN>
See Notes to Financial Statements.
</TABLE>
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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PREMIER AUTO TRUST 1996-3
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Basis of Accounting
The financial statements of Premier Auto Trust 1996-3 (the "Trust") are
prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
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 Chrysler Financial Corporation ("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 within two business
days after their receipt. The Trust invests these collections in short-term
instruments pending distribution.
Amounts Held for Future Distribution
Amounts held for future distribution represent certain short-term investments
held for future distributions to Noteholders and Certificateholders, and for
liquidity and credit enhancement reserves. Amounts held for liquidity and
credit enhancement reserves which are not utilized for future distributions to
Noteholders and Certificateholders will be distributed to Premier Receivables
L.L.C. ("Premier L.L.C.").
NOTE 2 - RELATED PARTIES
- ------------------------
Premier L.L.C. is a limited liability company controlled by CFC. Premier Auto
Receivables Company ("PARCO") is a wholly-owned subsidiary of CFC.
NOTE 3 - SALE OF ASSET BACKED NOTES AND CERTIFICATES
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The Trust was formed under the laws of Delaware pursuant to an Amended and
Restated Trust Agreement dated as of June 1, 1996, among PARCO, CFC, and
Chemical Bank Delaware, acting thereunder not in its individual capacity but
solely as trustee of the Trust.
Chemical Bank Delaware is now known as Chase Manhattan Bank Delaware. Pursuant
to an Assignment and Assumption Agreement, PARCO assigned all of its rights
and delegated all of its duties in regard to the Trust Agreement and the
Purchase Agreement dated as of June 1, 1996, between CFC and PARCO, effective
as of June 30, 1996, to Premier L.L.C.
5
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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PREMIER AUTO TRUST 1996-3
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - SALE OF ASSET BACKED NOTES AND CERTIFICATES - continued
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On June 18, 1996, the Trust issued $250,000,000 aggregate principal amount of
5.575% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $600,000,000
aggregate principal amount of Floating Rate Asset Backed Notes, Class A-2 (the
"Class A-2 Notes"), $370,000,000 aggregate principal amount of 6.50% Asset
Backed Notes, Class A-3 (the "Class A-3 Notes"), and $223,736,000 aggregate
principal amount of 6.75% 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 June 1, 1996, between the Trust and The Bank of New York, as Indenture
Trustee. The Trust also issued $56,249,563.80 aggregate principal amount of
6.95% Asset Backed Certificates (the "Certificates"). The Certificates
represent fractional undivided interests in the Trust.
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 June 4, 1996, transferred to the Trust by CFC on June
18, 1996. The Notes are secured by the assets of the Trust pursuant to the
Indenture.
NOTE 4 - PRINCIPAL AND INTEREST PAYMENTS
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Interest on the Class A-1 Notes, the Class A-3 Notes and the Class A-4 Notes
will accrue at the respective fixed per annum interest rates specified above.
The per annum rate of interest on the Class A-2 Notes for each monthly
interest period will equal one-month LIBOR plus 0.045%, subject to a maximum
rate of 12% per annum. Interest on the Notes will generally be payable on the
sixth 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 July 8,
1996. Principal of the Notes will be payable on each Distribution Date to the
extent described in the Prospectus Supplement dated June 11, 1996, and the
Prospectus dated March 21, 1996 (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.
Interest on the Certificates will accrue at the fixed per annum interest rate
specified above and will be distributed to the Certificateholders on each
Distribution Date. No distributions of principal on the Certificates will be
made until all the Notes have been paid in full.
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
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PREMIER AUTO TRUST 1996-3
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - PRINCIPAL AND INTEREST PAYMENTS - continued
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Each class of the Notes and the Certificates 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 or of the Certificates 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, and
the Certificates will be subject to prepayment in whole, but not in part, on
any Distribution Date on which CFC exercises its option to purchase the
Receivables. CFC 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 5 - FEDERAL INCOME TAXES
- -----------------------------
In the opinion of outside legal counsel, for federal income tax purposes, the
Class A-2 Notes, Class A-3 Notes, and Class A-4 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.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The Trust was formed under the laws of Delaware pursuant to an Amended and
Restated Trust Agreement (the "Trust Agreement") dated as of June 1, 1996,
among Premier Auto Receivables Company ("PARCO"), Chrysler Financial
Corporation ("CFC"), and Chemical Bank Delaware, acting thereunder not in its
individual capacity but solely as trustee of the Trust.
Chemical Bank Delaware is now known as Chase Manhattan Bank Delaware. Pursuant
to an Assignment and Assumption Agreement, PARCO assigned all of its rights
and delegated all of its duties in regard to the Trust Agreement and the
Purchase Agreement dated as of June 1, 1996, between CFC and PARCO, effective
as of June 30, 1996, to Premier Receivables L.L.C., a Michigan limited
liability company.
On June 18, 1996, the Trust issued $250,000,000 aggregate principal amount of
5.575% Asset Backed Notes, Class A-1, $600,000,000 aggregate principal amount
of Floating Rate Asset Backed Notes, Class A-2, $370,000,000 aggregate
principal amount of 6.50% Asset Backed Notes, Class A-3 and $223,736,000
aggregate principal amount of 6.75% Asset Backed Notes, Class A-4
(collectively, the "Notes"). The Notes were issued pursuant to an Indenture
dated as of June 1, 1996, between the Trust and The Bank of New York, as
Indenture Trustee. The Trust also issued $56,249,563.80 aggregate principal
amount of 6.95% Asset Backed Certificates (the "Certificates"). The
Certificates represent fractional undivided interests in the Trust. The assets
of the Trust include a pool of motor vehicle retail installment sale
contracts, secured by security interests in the motor vehicles financed
thereby and including certain monies due or received thereunder on or after
June 4, 1996, transferred to the Trust by CFC on June 18, 1996. The Notes are
secured by the assets of the Trust pursuant to the Indenture.
The Trust has no employees.
8
<PAGE>
PART II. OTHER INFORMATION
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ITEMS 1,2,3,4,5
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There is nothing to report with regard to these items.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) The following exhibits are filed as a part of this report:
Exhibit No.
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3 Certificate of Trust of Premier Auto Trust 1996-3. Filed as
Exhibit 3 to the Trust's Quarterly Report on Form 10-Q for the
period ended June 30, 1996, and incorporated herein by reference.
4.1 Amended and Restated Trust Agreement, dated as of June 1, 1996,
among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee. Filed as
Exhibit 4.1 to the Trust's Quarterly Report on Form 10-Q for the
period ended June 30, 1996, and incorporated herein by reference.
4.2 Indenture, dated as of June 1, 1996, between Premier Auto Trust
1996-3 and The Bank of New York, as Indenture Trustee (excluding
Schedule A). Filed as Exhibit 4.2 to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1996, and incorporated
herein by reference.
4.3 Sale and Servicing Agreement, dated as of June 1, 1996, between
Premier Auto Trust 1996-3 and Chrysler Financial Corporation
(excluding Schedules A and C). Filed as Exhibit 4.3 to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30, 1996,
and incorporated herein by reference.
4.4 Assignment and Assumption Agreement, dated as of June 30, 1996,
among Premier Auto Receivables Company, Premier Receivables L.L.C.
and each of the Premier Auto Trusts parties thereto. Filed as
Exhibit 4.4 to Premier Auto Trust 1996-1's Quarterly Report on
Form 10-Q for the period ended June 30, 1996, and incorporated
herein by reference.
27 Financial Data Schedule
(b) No reports on Form 8-K were filed by the Trust during the quarter for
which this report is filed.
9
<PAGE>
PREMIER AUTO TRUST 1996-3
SIGNATURES
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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.
Premier Auto Trust 1996-3 (Registrant)
By: Chrysler Financial Corporation, as Servicer
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Date: October 24, 1996 By: s/T. F. Gilman
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T. F. Gilman, Vice President and Controller
Principal Accounting Officer
10
<PAGE>
PREMIER AUTO TRUST 1996-3
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
- ------ ----------------------
3 Certificate of Trust of Premier Auto Trust 1996-3. Filed as
Exhibit 3 to the Trust's Quarterly Report on Form 10-Q for the
period ended June 30, 1996, and incorporated herein by reference.
4.1 Amended and Restated Trust Agreement, dated as of June 1, 1996,
among Premier Auto Receivables Company, Chrysler Financial
Corporation and Chemical Bank Delaware, as Owner Trustee. Filed as
Exhibit 4.1 to the Trust's Quarterly Report on Form 10-Q for the
period ended June 30, 1996, and incorporated herein by reference.
4.2 Indenture, dated as of June 1, 1996, between Premier Auto Trust
1996-3 and The Bank of New York, as Indenture Trustee (excluding
Schedule A). Filed as Exhibit 4.2 to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1996, and incorporated
herein by reference.
4.3 Sale and Servicing Agreement, dated as of June 1, 1996, between
Premier Auto Trust 1996-3 and Chrysler Financial Corporation
(excluding Schedules A and C). Filed as Exhibit 4.3 to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30, 1996,
and incorporated herein by reference.
4.4 Assignment and Assumption Agreement, dated as of June 30, 1996,
among Premier Auto Receivables Company, Premier Receivables L.L.C.
and each of the Premier Auto Trusts parties thereto. Filed as
Exhibit 4.4 to Premier Auto Trust 1996-1's Quarterly Report on
Form 10-Q for the period ended June 30, 1996, and incorporated
herein by reference.
27 Financial Data Schedule
E-1
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> $ 144
<SECURITIES> 0
<RECEIVABLES> 1,335
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,479
<CURRENT-LIABILITIES> 124
<BONDS> 1,299
<COMMON> 0
0
0
<OTHER-SE> 56
<TOTAL-LIABILITY-AND-EQUITY> 1,479
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
