SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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 333-32937
MMCA Auto Owner Trust 1997-1
MMCA Auto Receivables, Inc.
(Originator of the MMCA Auto Owner Trust 1997-1)
(Exact name of registrant as specified in its charter)
Delaware 33 - 0570905
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(State or other jurisdiction (IRS Employer
of incorporation or organization Identification No.)
6363 Katella Avenue
Cypress, California 90630-5205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 236-1592
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 ___ No X .
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. |X|
State the aggregate market value of the voting stock held by
non-affiliates of the registrant: None.
Indicate the number of share outstanding of the registrant's classes
of common stock, as of the latest practicable date: None.
Documents incorporated by reference: None.
PART I
Item 1. Business
Not applicable.
Item 2. Properties
MMCA Auto Owner Trust 1997-1 (the "Trust") was formed on September 24, 1997
pursuant to a Trust Agreement (the "Trust Agreement"), dated as of
September 24, 1997, between MMCA Auto Receivables, Inc., as depositor and
Wilmington Trust Company, as owner trustee. Pursuant to the Trust
Agreement, the Trust issued certificates evidencing an interest in the
trust property (the "Certificates"). The Certificates are held by MMCA Auto
Receivables Inc. and Mitsubishi Motors Credit of America, Inc.
Pursuant to an Indenture, dated as of October 1, 1997, between the Trust,
as issuer, and Bank of Tokyo - Mitsubishi Trust Company, as indenture
trustee, the Trust issued asset-backed notes (the "Notes"). The Notes
consist of four classes (the "5.63% Class A-1 Asset Backed Notes," "5.79%
Class A-2 Asset Backed Notes," "6.08% Class A-3 Asset Backed Notes" and
"6.17 Class A-4 Asset Backed Notes"). The 5.63% Class A-1 Asset Backed
Notes, 5.79% Class A-2 Asset Backed Notes, 6.08% Class A-3 Asset Backed
Notes and 6.17% Class B Asset Backed Notes were registered and publicly
offered and sold.
The assets of the Trust primarily include a pool of motor vehicle retail
installments sale contracts originated by Mitsubishi Motors Credit of
America, Inc. and secured by new and used vehicles and light- and
medium-duty trucks. The Trust's business activities include acquiring and
holding the assets of the Trust, issuing the Notes and the Certificates and
distributing payments on the Notes and the Certificates.
Item 2. Properties (continued)
The following tables set forth the delinquency experience with respect to
the level payments due each month on the Trust's motor vehicle retail
installment sale contracts but does not include the delinquency experience
with respect to balloon payments due at the end of the term of the Trust's
contracts which provide for such payments. The period of delinquency is
based on the number of days more than 10% of a level payment is
contractually past due, and the delinquency rate as a percentage of the
balance outstanding represents delinquent dollars as a percentage of
dollars outstanding.
December 31, 1997
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Balances
Contracts of Receivables
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Delinquent Contracts:
(i) 30-59 Days............... 858 $9,288,814.50
(ii) 60-89 Days.............. 232 $2,565,453.54
(iii) 90 Days or More........ 102 $1,122,887.05
December 31, 1997
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% of Contracts % of Balance
Outstanding Outstanding
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Delinquency Rates:
(i) 30-59 Days Delinquent.... 2.35% 2.25%
(ii) 60-89 Days Delinquent.... 0.64% 0.62%
(iii) 90 Days or More
Delinquent............... 0.28% 0.27%
The following table sets forth the net loss experience with respect to the
payments due each month on the Trust's motor vehicle retail installment
sale contracts, including contracts which provide for balloon payments at
the end of the terms of such contracts.
December 31, 1997
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Contracts Amount
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Aggregate Net Losses............... 38 $239,966.74
Item 3. Legal Proceedings
There is nothing to report with regard to this item.
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 the Registrant's Common Equity and Related
Stockholder Matters
The holder of record of all the Notes as of December 31, 1997 was Cede &
Co., the nominee of The Depository Trust Company ("DTC") in the United
States. An investor holding Notes is not entitled to receive a certificate
representing such Notes except in limited circumstances. Accordingly, Cede
& Co. is the sole holder of record of the Notes, which it holds on behalf
of brokers, dealers, banks and other participants in the DTC system. Such
participants may hold Notes for their own accounts or for the accounts of
their customers. The address of Cede & Co. is:
Cede & Co.
c/o The Depository Trust Company
Seven Hanover Square
New York, New York 10004
The holders of record of all of the Certificates as of December 31, 1997
were MMCA Auto Receivables Inc. and Mitsubishi Motors Credit of America,
Inc.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Not applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
There is nothing to report with regard to this item.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11 Executive Compensation
Not applicable.
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.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
99.1 Annual Statement as to Compliance.
99.2 Annual Independent Public Accountant's Servicing Report.
(b) Reports on Form 8-K.
The Registrant has filed Current Reports on Form 8-K with the
Securities and Exchange Commission dated November 7, 1997 and December 9,
1997.
(c) See (a) 3 above.
(d) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MMCA AUTO OWNER TRUST 1997-1
BY: MMCA AUTO RECEIVABLES, INC.
Date: January 5, 1999 By: /s/ Hideyuki Kitamura
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Hideyuki Kitamura
Secretary and Treasurer
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, proxy statement, form of proxy or other soliciting
material has been sent to holders of the Notes during the period covered by
this report and the registrant does not intend to furnish such materials to
holders of the Notes subsequent to the filing of this report.
Exhibit 99.1
May 29, 1998
The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch, formerly known as
Mitsubishi Bank Trust Company of New York
1251 Avenue of the Americas
New York, New York 10020
Attention: Mr. Tadahiro Yamada
Chase Manhattan Bank Delaware,
formerly known as Chemical Bank Delaware
Corporate Trustee Administration Department
1201 Market Street
Wilmington, Delaware 19801
Attention: Mr. John J. Cashin
Re: Annual Statement as to Compliance Gentlemen:
Pursuant to Section 3.10 of that certain Sale and Servicing Agreement
(the "Agreement") by and among MMCA Auto Owner Trust 1997-1, as Issuer,
MMCA Auto Receivables, Inc., as Seller, and Mitsubishi Motors Credit of
America, Inc., as Servicer, I hereby certify the following, as of May 29,
1998: (1) a review of the activities of the Servicer during the period
October 1, 1997 through December 31, 1997 and of its performance of its
obligations under the Agreement has been made under my supervision and (2)
to the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement throughout such period.
Sincerely,
MITSUBISHI MOTORS CREDIT OF AMERICA, INC.
/s/ Hideyuki Kitamura
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Hideyuki Kitamura
Vice President, Secretary and Treasurer
Exhibit 99.2
Report on Management's Assertion on Compliance with
Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Independent Accountants' Report
To the Board of Directors and Shareholder
Mitsubishi Motors Credit of America, Inc.
We have examined management's assertion that Mitsubishi Motors Credit of
America, Inc. (MMCA) complied with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) except for minimum
servicing standards I.4, III.3, III.4, V.2, V.3, and V.4, which are
inapplicable to servicing automobile loans, during the year ended December
31, 1997, included in the accompanying report titled Report of Management.
Management is responsible for MMCA's compliance with those requirements.
Our responsibility is to express an opinion on management's assertion about
MMCA's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about MMCA's compliance with
those requirements and performing such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on MMCA's compliance with specified requirements.
In our opinion, management's assertion that MMCA complied with the
aforementioned requirements during the year ended December 31, 1997, is
fairly stated, in all material respects.
/s/ Ernst & Young LLP
May 7, 1998
