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 June 30, 1997
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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
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Commission file number -
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PREMIER AUTO TRUST 1997-1
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(Exact name of registrant as specified in its charter)
State of Delaware 38-3341733
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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) 948-3058
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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 _______
<PAGE>
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
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
<TABLE>
<CAPTION>
PREMIER AUTO TRUST 1997-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
JUNE 30, 1997
(in millions of dollars)
<S> <C>
ASSETS
Cash and Cash Equivalents (Note 1) $ 69.0
Receivables (Note 3) 1,382.2
--------
TOTAL ASSETS $1,451.2
========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 1) $ 108.1
Asset Backed Notes (Notes 3 and 4) 1,343.1
--------
TOTAL LIABILITIES AND EQUITY $1,451.2
========
<FN>
See Notes to Financial Statements.
</TABLE>
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
<TABLE>
<CAPTION>
PREMIER AUTO TRUST 1997-1
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD MARCH 1, 1997 (INCEPTION) THROUGH JUNE 30, 1997
(in millions of dollars)
<S> <C>
CASH RECEIPTS
Proceeds from Sale of Notes and Certificates $1,500.0
Collections of Principal & Interest, and Other 248.5
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TOTAL CASH RECEIPTS 1,748.5
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CASH DISBURSEMENTS
Purchase of Receivables 1,500.0
Distributions of Principal 156.9
Distributions of Interest 18.8
Distributions of Service Fees 3.8
--------
TOTAL CASH DISBURSEMENTS 1,679.5
--------
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS $ 69.0
========
<FN>
See Notes to Financial Statements.
</TABLE>
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
PREMIER AUTO TRUST 1997-1
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of Premier Auto Trust 1997-1 (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 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 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.
NOTE 3 - 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 March 1, 1997, among Premier L.L.C.,
CFC, and Chase Manhattan Bank Delaware, acting thereunder not in its
individual capacity but solely as trustee of the Trust.
5
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
PREMIER AUTO TRUST 1997-1
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - SALE OF ASSET BACKED NOTES - continued
On March 18, 1997, the Trust issued $250,000,000 aggregate principal amount
of 5.4766% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"),
$600,000,000 aggregate principal amount of 5.90% Asset Backed Notes, Class
A-2 (the "Class A-2 Notes"), $393,750,000 aggregate principal amount of 6.25%
Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $200,000,000
aggregate principal amount of 6.35% 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"). The Trust also issued $56,250,000
aggregate principal amount of 6.55% Asset Backed Notes, Class B (the "Class B
Notes" and, together with the Class A Notes, the "Notes"). The Notes were
issued pursuant to an Indenture dated as of March 1, 1997, between the Trust
and The First National Bank of Chicago, as 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 February 26, 1997, transferred to the Trust by CFC on
March 18, 1997. The Notes are secured by the assets of the Trust pursuant to
the Indenture.
NOTE 4 - PRINCIPAL AND INTEREST PAYMENTS
Interest on the Notes will accrue at the respective fixed per annum interest
rates specified above. 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 April
7, 1997. Principal of the Notes will be payable on each Distribution Date to
the extent described in the Prospectus Supplement dated March 4, 1997, and
the Prospectus dated March 4, 1997 (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, (iii) on the Class A-4 Notes until the
Class A-3 Notes have been paid in full or (iv) on the Class B Notes until the
Class A-4 Notes have been paid in full. Each class of the 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 and Class B Notes will be subject to redemption 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
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.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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 March 1, 1997,
among Premier Receivables L.L.C. ("Premier L.L.C."), Chrysler Financial
Corporation ("CFC"), and Chase Manhattan Bank Delaware, acting thereunder not
in its individual capacity but solely as trustee of the Trust.
On March 18, 1997, the Trust issued $250,000,000 aggregate principal amount
of 5.4766% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"),
$600,000,000 aggregate principal amount of 5.90% Asset Backed Notes, Class
A-2 (the "Class A-2 Notes"), $393,750,000 aggregate principal amount of 6.25%
Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), and $200,000,000
aggregate principal amount of 6.35% 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"). The Trust also issued $56,250,000
aggregate principal amount of 6.55% Asset Backed Notes, Class B (the "Class B
Notes" and, together with the Class A Notes, the "Notes"). The Notes were
issued pursuant to an Indenture dated as of March 1, 1997, between the Trust
and The First National Bank of Chicago, as 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
February 26, 1997, transferred to the Trust by CFC on March 18, 1997. The
Notes are secured by the assets of the Trust pursuant to the Indenture.
The Trust has no employees.
7
<PAGE>
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
(a) The following exhibits are filed as a part of this report:
Exhibit No.
3 Certificate of Trust of Premier Auto Trust 1997-1. Filed as
Exhibit 3 to the Trust's Quarterly report on Form 10-Q for the
period ended March 31, 1997, and incorporated herein by
reference.
4.1 Amended and Restated Trust Agreement, dated as of March 1,
1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation and Chase Manhattan Bank Delaware, as Owner
Trustee. Filed as Exhibit 4.1 to the Trust's Quarterly report
on Form 10-Q for the period ended March 31, 1997, and
incorporated herein by reference.
4.2 Indenture, dated as of March 1, 1997, between Premier Auto
Trust 1997-1 and The First National Bank of Chicago, 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 March 31, 1997, and incorporated herein by reference.
4.3 Sale and Servicing Agreement, dated as of March 1, 1997,
between Premier Auto Trust 1997-1 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 March 31, 1997, 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.
8
<PAGE>
PREMIER AUTO TRUST 1997-1
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.
Premier Auto Trust 1997-1 (Registrant)
By: Chrysler Financial Corporation, as Servicer
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Date: August 13, 1997 By: /s/ T. F. Gilman
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T. F. Gilman, Vice President and Controller
Principal Accounting Officer
9
<PAGE>
PREMIER AUTO TRUST 1997-1
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- -------- ----------------------
3 Certificate of Trust of Premier Auto Trust 1997-1. Filed as
Exhibit 3 to the Trust's Quarterly Report on Form 10-Q for
the period ended March 31, 1997, and incorporated herein by
reference.
4.1 Amended and Restated Trust Agreement, dated as of March 1,
1997, among Premier Receivables L.L.C., Chrysler Financial
Corporation and Chase Manhattan Bank Delaware, as Owner
Trustee. Filed as Exhibit 4.1 to the Trust's Quarterly
Report on Form 10-Q for the period ended March 31, 1997,
and incorporated herein by reference.
4.2 Indenture, dated as of March 1, 1997, between Premier
Auto Trust 1997-1 and The First National Bank of Chicago,
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 March 31, 1997, and incorporated
herein by reference.
4.3 Sale and Servicing Agreement, dated as of March 1, 1997,
between Premier Auto Trust 1997-1 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 March 31, 1997, and incorporated herein by reference
27 Financial Data Schedule
E-1
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> $ 69
<SECURITIES> 0
<RECEIVABLES> 1,382
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,451
<CURRENT-LIABILITIES> 108
<BONDS> 1,343
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,451
<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>
