<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the Fiscal Year Ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
Commission File No. 333-35525
DAIMLER-BENZ AUTO GRANTOR TRUST 1997-A
(Daimler-Benz Vehicle Receivables Corporation - Originator)
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(Exact name of registrant as specified in its charter)
Delaware 13-3770955
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1201 North Market Street, Suite 1406
Wilmington, Delaware 19801
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(Address of principal executive offices)
(Zip Code)
302-426-1900
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(Registrant's telephone number)
(including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: 6.05% Asset Backed
Certificates,
Class A
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
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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]
The registrant is a trust and does not have any voting stock outstanding.
Exhibit Index is on Page 8 of 10 Pages.
Page 1 of 10 Pages
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PART I.
Item 1. Business.
Omitted.
Item 2. Properties.
Daimler-Benz Vehicle Receivables Corporation ("DBVRC") established the
Daimler-Benz Auto Grantor Trust 1997-A (the "Trust") as of October 1, 1997 by
selling and assigning to Citibank, N.A., as Trustee (the "Trustee"), property,
including a pool of retail installment contracts secured by new and used
Mercedes-Benz automobiles, together with all accessions thereto (collectively,
the "Receivables") and, in general, all payments due thereunder on or after
October 1, 1997 (the "Cutoff Date"), in exchange for certificates representing
fractional undivided interests in the Trust (the "Certificates"). The
Certificates consist of two Classes: a) the Class A Certificates evidencing in
the aggregate an undivided ownership interest of approximately 95.50% of the
Trust, which were sold to the public, and b) the Class B Certificates,
evidencing in the aggregate an undivided ownership interest of approximately
4.50% of the Trust, all of which were retained by DBVRC. The Trust does not
intend to acquire additional retail installment contracts and, therefore, the
Receivables assigned to the Trust will liquidate as the principal amounts of the
Receivables are paid down.
Mercedes-Benz Credit Corporation ("MBCC") services the Receivables pursuant to a
Pooling and Servicing Agreement dated as of October 1, 1997 (the "Agreement")
and is compensated as the "Servicer". In order to facilitate its servicing
functions and minimize administrative burdens and expenses, the Servicer retains
physical possession of the Receivables and documents relating thereto as
custodian for the Trustee.
The rights of the holders of the Class B Certificates to receive distributions
with respect to the Receivables are subordinated, to the extent described in the
Agreement, to the rights of the holders of the Class A Certificates.
The Receivables were purchased by MBCC from dealers in accordance with MBCC's
requirements, under its agreements with the dealers. The Receivables were sold
to DBVRC by MBCC pursuant to a Purchase Agreement dated as of October 1, 1997
(the "Purchase Agreement"). The Receivables are serviced by MBCC and evidence
the financing made available indirectly by MBCC to the Obligors. The property of
the Trust also includes (i) such amounts as from time to time may be held in
segregated accounts (including a reserve account) established and maintained
pursuant to the Agreement, (ii) security interests in the Financed Vehicles and
any accessions thereto, (iii) certain rights of recourse relating to the
Receivables against Dealers under the dealer agreements between MBCC and the
Dealers, (iv) the right to proceeds of physical damage, credit life and
disability insurance policies covering the Financed Vehicles or the Obligors and
(v) certain rights of DBVRC under the Purchase Agreement.
Page 2 of 10 Pages
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The Receivables were purchased by MBCC in the ordinary course of business in
accordance with MBCC's underwriting standards, which emphasize the Obligor's
ability to pay and creditworthiness, as well as the asset value of the financed
vehicle.
The Receivables were selected from MBCC's portfolio by several criteria,
including the following: each Receivable (i) was originated in the United
States, (ii) had a contractual annual percentage rate of interest ("APR") of at
least 7.25% and not more that 28.24%, (iii) had a remaining maturity as of the
Cutoff Date of not more than 84 months and an original maturity of not more than
85 months, (iv) was not more than 30 days past due as of the Cutoff Date, (v)
had a remaining balance (net of unearned precomputed finance charges) of not
more than $155,043.08 and not less than $260.40 as of the Cutoff Date and (vi)
was originated prior to October 1, 1997.
The Receivables are prepayable by the Obligors at any time. Prepayments may also
result from liquidations due to default, the receipt of proceeds from physical
damage or other insurance, repurchases by the Seller as a result of certain
unsecured breaches of the warranties made by it in the Agreement with respect to
the Receivables, purchases by the Servicer as a result of certain uncured
breaches of the covenants made by it in the Agreement with respect to the
Receivables, or the Servicer exercising its option to purchase all of the
remaining Receivables. The rate of prepayments on the Receivables may be
influenced by a variety of economic, social, and other factors, including the
fact that if an Obligor sells or transfers a financed vehicle, the related
receivable must be repaid in full.
Page 3 of 10 Pages
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The following table sets forth the dollar amount of delinquent receivables and
information relating to the delinquency rates as of December 31, 1997.
<TABLE>
<CAPTION>
-------------------------------- ----------------------- -------------------------
Percent of
Delinquent Contracts Delinquent Remaining Pool
(by aging schedule) Balance Balance
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<S> <C> <C>
31-60 Days $8,494,241 1.38%
Delinquent
61-90 Days $2,384,217 0.39%
Delinquent
91 Days or More $915,765 0.15%
Delinquent
</TABLE>
As of December 31, 1997, the pool of Receivables was $613,652,677.94.
Additional information concerning the pool balance, payment of principal and
interest, prepayments, the servicing fee, the weighted average maturity and
seasoning, the pool factor, the remaining reserve account amount and other
information relating to the pool of Receivables may be obtained in the monthly
reports provided to the Trustee by the Servicer (See Exhibits 20-A, 20-B and
20-C).
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 Registrant's Common Equity and Related
Stockholder Matters
At December 31, 1997, there was one registered holder of the
Registrant's Class A Certificates ("Certificates"), CEDE &
Co., as nominee of The Despository Trust Company ("DTC"). At
that date, forty-five (45) CEDE participants were registered
on the books of DTC as owners of Certificates. There is no
organized public market in which the Certificates are
traded.
Page 4 of 10 Pages
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Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
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.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Omitted.
Item 13. Certain Relationships and Related Transactions.
Omitted.
Page 5 of 10 Pages
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PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) The following documents are filed as part of this report:
Designation Description
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Exhibit 3.1 Pooling and Servicing Agreement among
Daimler-Benz Vehicle Receivables
Corporation, Mercedes-Benz Credit
Corporation and Citibank, N.A. dated
as of October 1, 1997.
Exhibit 10.1 Purchase Agreement between Mercedes-Benz
Credit Corporation and Daimler-Benz Vehicle
Receivables Corporation dated as of October
1, 1997.
Exhibit 10.2 Servicing Guaranty Agreement between
Daimler-Benz North America Corporation
and Citibank, N.A. dated as of October
1, 1997.
Exhibit 20-A Report for the month ended October 31,
1997 provided to Citibank, N.A., as
Trustee under Daimler-Benz Auto Grantor
Trust 1997-A.
Exhibit 20-B Report for the month ended November 30, 1997
provided to Citibank, N.A., as Trustee under
Daimler-Benz Auto Grantor Trust 1997-A.
Exhibit 20-C Report for month ended December 31, 1997
provided to Citibank, N.A., as Trustee
under Daimler-Benz Auto Grantor Trust 1997-A.
Exhibit 20-D Independent Auditors' Report dated January 23,
1998.
Exhibit 20-E Annual Officer's Certificate for Daimler-Benz
Vehicle Receivables Corporation.
(b) Reports on Form 8-K.
On January 2, 1998, the Trust filed a report on Form 8-K for
the month ended October 31, 1997.
On January 20, 1998, the Trust filed a report on Form 8-K
for the month ended November 30, 1997.
On February 3, 1998, the Trust filed a report on Form 8-K
for the month ended December 31, 1997.
Page 6 of 10 Pages
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DAIMLER-BENZ AUTO GRANTOR TRUST 1997-A
March 10, 1998 By: MERCEDES-BENZ CREDIT CORPORATION
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(Servicer)
By: /s/ David A. Klanica
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Name: David A. Klanica
Title: Director of Accounting Services,
Authorized Officer
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 proxy soliciting
material has been sent to Certificateholders during the period covered by this
report and the registrant does not intend to furnish such materials to
Certificateholders subsequent to the filing of this report.
Page 7 of 10 Pages
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description Page
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<S> <C>
3.1 Pooling and Servicing Agreement among Daimler-Benz
Vehicle Receivables Corporation, Mercedes-Benz
Credit Corporation and Citibank, N.A. dated as of
October 1, 1997.1
10.1 Purchase Agreement between Mercedes-Benz Credit
Corporation and Daimler-Benz Vehicle Receivables
Corporation dated as of October 1, 1997.1
10.2 Servicing Guaranty Agreement between Daimler-Benz
North America Corporation and Citibank, N.A. dated
as of October 1, 1997.1
20-A Report for the month ended October 31, 1997 provided
to Citibank, N.A., as Trustee under Daimler-Benz
Auto Grantor Trust 1997-A (incorporated by reference
to the Current Report on Form 8-K dated January 2,
1998).
20-B Report for the month ended November 30, 1997
provided to Citibank, N.A., as Trustee under
Daimler-Benz Auto Grantor Trust 1997-A
(incorporated by reference to the Current Report
on Form 8-K dated January 20, 1997).
20-C Report for the month ended December 31, 1997
provided to Citibank, N.A., as Trustee under
Daimler-Benz Auto Grantor Trust 1997-A
(incorporated by reference to the Current Report
on Form 8-K dated February 3, 1998).
20-D Independent Auditors' Report dated January 23, 9
1998.
20-E Annual Officer's Certificate for Daimler-Benz 10
Vehicle Receivables Corporation.
</TABLE>
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1 Incorporated by reference to Amendment No. 1 to the Trust's Registration
Statement on Form S-1 (Registration No. 333-35525) as filed with the
Securities and Exchange Commission on October 7, 1997.
Page 8 of 10 Pages
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Independent Auditors' Report
The Board of Directors
Mercedes-Benz Credit Corporation:
We have audited the accompanying combined balance sheets of Mercedes-Benz Credit
Corporation and subsidiaries and Mercedes-Benz Leasing Mexico, S.A. de C.V. as
of December 31, 1997 and 1996 and the related combined statements of income,
stockholder's equity, and cash flows for the years then ended. These combined
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Mercedes-Benz Credit
Corporation and subsidiaries and Mercedes-Benz Leasing Mexico, S.A. de C.V. as
of December 31, 1997 and 1996, and the results of their operations and their
cash flows for the years then ended in conformity with generally accepted
accounting principles.
/S/ KPMG Peat Marwick LLP
January 23, 1998
Page 9 of 10 Pages
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ANNUAL STATEMENT AS TO COMPLIANCE
Officer's Certificate
I, Paul D. Payne, Executive Vice President and Chief Operating Officer of
Mercedes-Benz Credit Corporation (MBCC), a Delaware corporation, in its capacity
as Servicer of the receivables under the Pooling and Servicing Agreement ("the
Agreement") among Daimler-Benz Vehicle Receivables Corporation and Citibank
N.A., as trustee, dated November 1, 1995, hereby certify as follows:
(a) a review of the activities of MBCC, the Servicer under the Agreement, for
the period January 1, 1997 through December 31, 1997 and of the performance
of its obligations under the Agreement has been made under my supervision;
and
(b) to the best of my knowledge, based upon such review, the Servicer has
fulfilled all its obligations under the Agreement throughout such period.
Dated: March 2, 1998
/s/ Paul D. Payne
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Page 10 of 10 Pages
