SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
- ----EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended DECEMBER 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
-----------------
- ------------------
Commission file number 333-11167
FORD CREDIT AUTO LEASE TRUST 1996-1
RCL TRUST 1996-1 (- Originator)
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
Employer Identification No.: 38-6677358
Address of principal executive offices: c/o First Union Bank of Delaware
One Rodney Square, 920 King Street
Wilmington, Delaware 19801
Registrant's telephone number, including area code: (302)888-7530
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(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. XX Yes No
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<Page 2>
PART I.
ITEM 1. BUSINESS
For a discussion of the business of the Issuer see (i) the Prospectus
dated November 19, 1996 filed as Exhibit 19.1 to this Report and incorporated
herein by reference and (ii) the Distribution Date Statements filed as
Exhibits 19.2 and 19.3 to this Report and incorporated herein by reference.
ITEM 2. PROPERTIES
For a discussion of the properies of the Issuer see (i) the
Prospectus dated November 19, 1996 filed as Exhibit 19.1 to this Report and
incorporated herein by reference and (ii) the Distribution Date Statements
filed as Exhibits 19.2 and 19.3 to this Report and incorporated herein by
reference.
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 8 holders of Class A-1 5.45125% Asset Backed Senior Notes ("Class
A-1 Notes") and 38 holders of 5.80% Asset Backed Senior Notes ("Class A-2
Notes") as of March 4, 1997. There is no established public trading market
for the Notes.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Nothing to report.
<PAGE>
<Page 3>
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
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
5.45125% Asset Bank of New York $ 20,000 13.3%
Backed Senior 925 Patterson Plank Rd.
Notes, Secaucus, NJ 07094
Class A-1
5.45125% Asset Boston Safe Deposit & $ 10,000 6.7%
Backed Senior & Trust Co.
Notes, c/o Mellon Bank N.A.
Class A-1 Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
5.45125% Asset Northern Trust Company $ 9,000 6.0%
Backed Senior 801 S. Canal C-In
Notes, Chicago, IL 60607
Class A-1
5.45125% Asset Chase Mangattan Bank $ 28,000 16.7%
Backed Senior Two Chase Manhattan Plaza
Notes, 5th Floor
Class A-1 New York, NY 10081
5.45125% Asset Investors Fiduciary Trust $ 15,000 10.0%
Backed Senior Company/SSB
Notes, Global Proxy Unit, A5NW
Class A-1 P. O. Box 1631
Boston, MA 02105-1631<PAGE>
<Page 4>
5.45125% Asset SSB-Custodian $ 60,000 40.0%
Backed Senior Global Proxy Unit
Notes, P. O. Box 1631
Class A-1 Boston, MA 02105-1631
5.80% Asset Bank of New York $ 74,880 11.3%
Backed Senior 925 Patterson Plank Rd
Notes, Secaucus, NJ 07094
Class A-2
5.80% Asset Boston Safe Deposit & $ 51,790 7.8%
Backed Senior & Trust Company
Notes, c/o Mellon Bank NA
Class A-2 Three Mellon Center
Room 153-3015
Pittsburgh, PA 15259
5.80% Asset Bankers Trust Company $108,885 16.5%
Backed Senior c/o BT Services Tennessee, Inc.
Notes, Custody Services
Class A-2 648 Grassmere Park Road
Nashville, TN 37211
5.80% Asset Chase Manhattan Bank $ 36,830 5.6%
Backed Senior Two Chase Manhattan Plaza
Notes, 5th Floor
Class A-2 New York, NY 10081
5.80% Asset Northern Trust Company $ 74,460 11.3%
Backed Senior 801 S. Canal C-In
Notes, Chicago, IL 60607
Class A-2
5.80% Asset SSB-Custodian $163,410 24.7%
Backed Senior Global Proxy Unit, A5NW
Notes, P. O. Box 1631
Class A-2 Boston, MA 02105-1631
*As of March 4, 1997
<PAGE>
<Page 5>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
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 Ford
Incorporation of Ford Credit's Registration
Motor Credit Company Statement on
("Ford Credit"). Form S-1 (No. 33-25082)
and incorporated herein
by reference.
Exhibit 3.2 By-Laws of Ford Credit. Filed as Exhibit 3.2 to Ford
Credit's Registration
Statement on
Form S-1 (No. 33-25082) and
incorporated herein by
reference.
Exhibit 3.3 Certificate of Incorporation Filed as Exhibit 3.4 to Ford
of Ford Credit Leasing Credit and Ford Credit
Company, Inc. ("Ford Leasing's Registration
Credit Leasing"). Statement on Form
S-1/S-3 (No. 33-57827) and
incorporated herein by
reference.
Exhibit 3.4 By-Laws of Ford Credit Filed as Exhibit 3.5 to Ford
Leasing. Credit and Ford Credit
Leasing's Registration
Statement on Form
S-1/S-3 (No. 33-57827) and
incorporated herein by
reference.
<PAGE>
<Page 6>
Exhibit 4.1 Trust Agreement of Ford Filed as Exhibit 4.1 to Ford
Credit Auto Lease Trust Credit Auto Lease Trust 1996-1
1996-1 (the "Issuer") Current Report on Form 8-K
dated as of November 26, dated November 26, 1996 and
1996, between RCL Trust incorporated herein by
and PNC Bank Delaware reference.
(the "Lease Trustee").
Exhibit 4.2 Trust Indenture dated as Filed as Exhibit 4.2 to Ford
of November 26, 1997, Credit Auto Lease Trust 1996-1
between the Issuer and The Current Report on Form 8-K
Chase Manhattan Bank dated November 26, 1996 and
(the "Indenture Trustee"). incorporated herein by
reference.
Exhibit 4.3 Series 1996-1 Supplement Filed as Exhibit 4.5 to Ford
dated as of November 26, Credit Auto Lease Trust 1996-1
1996, to Administrative Current Report on Form 8-K
Agency Agreement dated November 26, 1996 and
among Comerica Bank, incorporated herein by
Ford Credit and reference.
Ford Credit Leasing.
Exhibit 4.4 Amended and Restated Trust Filed as Exhibit 4.6 to Ford
Agreement of RCL Trust dated Credit Auto Lease Trust 1996-1
as of November 19, 1996, Current Report on Form 8-K
among Ford Motor Credit dated November 26, 1996 and
Company Ford Credit Leasing incorporated herein by
Company, Inc. and First reference.
Union Bank of Delaware, as
RCL Trustee.
<PAGE>
<Page 7>
Exhibit 4.5 Asset Contribution Agree- Filed as Exhibit 4.7 to Ford
ment dated as of November Credit Auto Lease Trust 1996-1
26, 1996 among Ford Motor Current Report on Form 8-K
Credit Company, Ford Credit dated November 26, 1996 and
Leasing Company, Inc. and incorporated herein by
RCL Trust. reference.
Exhibit 4.6 Transfer Agreement dated Filed as Exhibit 4.8 to Ford
as of November 26 1996, Credit Auto Lease Trust 1996-1
between RCL Trust and the Current Report on Form 8-K
Issuer. dated November 26, 1996 and
incorporated herein by
reference.
Exhibit 4.7 Program Operating Lease Filed as Exhibit 4.9 to Ford
dated as of November 26, Credit Auto Lease Trust 1996-1
1996 between RCL Trust and Current Report on Form 8-K
the Issuer. dated November 26, 1996 and
incorporated herein by
reference.
Exhibit 4.8 Lease Trust Paying Agent Filed as Exhibit 4.10 to Ford
Agreement dated as of Credit Auto Lease Trust 1996-1
November 26, 1996 between Current Report on Form 8-K
the Issuer and The Chase dated November 26, 1996 and
Manhattan Bank, as Lease incorporated herein by
Trust Paying Agent. reference.
Exhibit 19.1 Prospectus dated November Filed with the Commission
19, 1996 relating to the pursuant to Rule 424(b)(1)
issuance of the Class A-1 on November 21, 1996 and
and Class A-2 Notes. incorporated herein by
reference.
<PAGE>
<Page 8>
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Lease Trust
ended November 30, 1996. 1996-1 Current Report on
Form 8-K dated December 20,
1996 and incorporated herein
by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Lease Trust
ended December 31, 1996. 1996-1 Current Report on
Form 8-K dated January 17,
1997 and incorporated herein
by reference.
Exhibit 99.1 Selected Information Filed with this report.
Relating to the
Receivables.
<PAGE>
<Page 9>
(b) REPORTS ON FORM 8-K
Ford Credit Auto Lease Trust 1996-1 filed the following Reports on
Form 8-K.
Date of Report Item
- -------------- ----
November 26, 1996 Item 5 - Other Events
December 20, 1996 Item 5 - Other Events
January 17, 1997 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.
Date: March 25, 1997 FORD CREDIT AUTO LEASE TRUST 1996-1
(RCL TRUST 1996-1 - ORIGINATOR)
By: FORD MOTOR CREDIT COMPANY
Depositor and Beneficiary
of the Registrant
By:/s/H. D. Smith
-------------------
H. D. Smith
Secretary
of Ford Motor Credit Company
By: FORD CREDIT LEASING COMPANY, INC.
Depositor and Beneficiary
of the Registrant
By:/s/R. P. Conrad
--------------------
R. P. Conrad
Assistant Secretary of Ford Credit
Leasing Company, Inc.
<PAGE>
<Page 10>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Method of Filing
- ----------- ---------------------- ----------------
Exhibit 3.1 Restated Certificate of *
Incorporation of Ford
Motor Credit Company
("Ford Credit").
Exhibit 3.2 By-Laws of Ford Credit. *
Exhibit 3.3 Certificate of Incorporation *
of Ford Credit Leasing
Company, Inc. ("Ford
Credit Leasing")
Exhibit 3.5 By-Laws of Ford Credit *
Leasing.
Exhibit 4.1 Trust Agreement of Ford *
Credit Auto Lease Trust
1996-1 (the "Issuer")
dated as of November 26,
1996, between RCL Trust
and PNC Bank Delaware
(the "Lease Trustee").
Exhibit 4.2 Trust Indenture dated as *
of November 26, 1997,
between the Issuer and The
Chase Manhattan Bank
(the "Indenture Trustee").
Exhibit 4.3 Series 1996-1 Supplement *
dated as of November 26,
1996, to Administrative
Agency Agreement
among Comerica Bank,
Ford Credit and
Ford Credit Leasing.
Exhibit 4.4 Amended and Restated Trust *
Agreement of RCL Trust dated
as of November 19, 1996,
among Ford Motor Credit
Company Ford Credit Leasing
Company, Inc. and First
Union Bank of Delaware, as
RCL Trustee.
<PAGE>
<Page 11>
Exhibit 4.5 Asset Contribution Agree- *
ment dated as of November
26, 1996 among Ford Motor
Credit Company, Ford Credit
Leasing Company, Inc. and
RCL Trust.
Exhibit 4.6 Transfer Agreement dated *
as of November 26 1996,
between RCL Trust and the
Issuer.
Exhibit 4.7 Program Operating Lease *
dated as of November 26,
1996 between RCL Trust and
the Issuer.
Exhibit 4.8 Lease Trust Paying Agent *
Agreement dated as of
November 26, 1996 between
the Issuer and The Chase
Manhattan Bank, as Lease
Trust Paying Agent.
Exhibit 19.1 Prospectus dated November *
19, 1996 relating to the
issuance of the Class A-1
and Class A-2 Notes.
Exhibit 19.2 Distribution Date Statement *
for Collection Period
ended November 30, 1996.
Exhibit 19.3 Distribution Date Statement *
for Collection Period
ended December 31, 1996.
Exhibit 99.1 Selected Information Filed with this report.
Relating to the Receivables.
- ----------------
*Previously Filed
<PAGE>
EXHIBIT 99
Selected Information
Relating to the Receivables
Ford Credit Auto Lease Trust 1996-1
Total amount of accrued interest in 1996 on 5.45125%
Asset Backed Notes Class A-1 ................................$817,687,50
Total amount of accrued interest in 1996 on 5.80%
Asset Backed Notes Class A-2 ..............................$3,726,420.25
Total amount of Administrative Agent Fees
payable in 1996 to Administrative Agent....................$1,569,589.33
