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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 22, 1999
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MMCA Auto Owner Trust 1999-1
(Issuer with respect to the Notes)
MMCA Auto Receivables, Inc.
(Originator of MMCA Auto Owner Trust 1999-1)
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-66063 33-0570905
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(Commission File Number) (I.R.S. Employer Identification No.)
6363 Katella Avenue, Cypress, California 90630-5205
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(Address of Principal Executive Offices) (Zip Code)
(714) 236-1592
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On January 20, 1999, Mitsubishi Motors Credit of America, Inc.
("MMCA") transferred a pool of motor vehicle retail installment sale
contracts and all the rights and obligations thereunder (collectively, the
"Initial Receivables") and certain other property related thereto to MMCA
Auto Receivables, Inc. ("MARI") pursuant to a Purchase Agreement, dated as
of January 1, 1999 (the "Purchase Agreement"), between MMCA, as seller, and
MARI, as purchaser, and a First-Tier Initial Assignment, dated as of
January 1, 1999, by MMCA in favor of MARI. MARI transferred the Initial
Receivables and such other property to MMCA Auto Owner Trust 1999-1 (the
"Trust") pursuant to a Sale and Servicing Agreement, dated as of January 1,
1999 (the "Sale and Servicing Agreement"), by and among the Trust, MARI, as
the seller, MMCA, as the servicer, simultaneously with the transfer of such
property by MMCA to MARI.
The Purchase Agreement provides for MMCA to transfer additional
pools of motor vehicle retail installment contracts and all the rights and
obligations thereunder (collectively, the "Subsequent Receivables" and,
together with the Initial Receivables, the "Receivables") and certain other
property related thereto to MARI from time to time during a period
beginning on January 20, 1999 and ending not later than June 30, 1999 (the
"Pre-Funding Period"). The Sale and Servicing Agreement provides for MARI
to transfer the Subsequent Receivables and such other property to the Trust
simultaneously with the transfer of such property by MMCA to MARI.
On March 22, 1999, MMCA transferred a pool of Subsequent
Receivables and certain other property related thereto to MARI pursuant to
the Purchase Agreement and the First-Tier Subsequent Assignment, dated as
of March 1, 1999, by MMCA in favor of MARI. MARI transferred the Subsequent
Receivables and such other property to the Trust pursuant to the Sale and
Servicing Agreement and a Second-Tier Subsequent Assignment, dated as of
March 1, 1999, by MARI in favor of the Trust, simultaneously with the
transfer of such property by MMCA to MARI.
The weighted average remaining maturity of the Receivables as of
March 1, 1999 (the "Subsequent Cutoff Date"), including the Subsequent
Receivables, was 45.43 months.
As of the Subsequent Cutoff Date, giving effect to the transfer of
the Subsequent Receivables, the aggregate principal balance of the balloon
payments as a percentage of aggregate principal balance of the Receivables,
was 24.88%.
The Pre-Funding Period ended on March 31, 1999. MMCA therefore will
not transfer any additional motor vehicle retail installment sale contracts
to MARI pursuant to the Purchase Agree ment, and MARI will not transfer any
additional motor vehicle retail installment sale contracts to the Trust.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
No. Document Description
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99.1 First-Tier Subsequent Assignment
99.2 Second-Tier Subsequent Assignment
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 hereunto duly authorized.
MMCA Auto Receivables, Inc.,
as originator of MMCA Auto
Owner Trust 1999-1
Dated: April 6, 1999 By: /s/ Hideyuki Kitamura
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Name: Hideyuki Kitamura
Title: Vice President,
Secretary and Treasurer
INDEX TO EXHIBITS
Exhibit No. Document Description
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99.1 First-Tier Subsequent Assignment
99.2 Second-Tier Subsequent Assignment
EXHIBIT 99.1
FIRST-TIER SUBSEQUENT ASSIGNMENT
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For value received, in accordance with the Purchase
Agreement, dated as of January 1, 1999, between the undersigned and MMCA
AUTO RECEIVABLES, INC. (the "Purchaser") (as amended, supplemented or
otherwise modified and in effect from time to time, the "Purchase
Agreement"), the undersigned does hereby sell, assign, transfer and
otherwise convey unto the Purchaser, without recourse (subject to the
obligations in the Purchase Agreement), all right, title and interest of
the undersigned, whether now owned or hereafter acquired, in, to and under
the following, collectively:
(i) the Subsequent Receivables set forth in the Schedule of
Subsequent Receivables attached hereto as Schedule A;
(ii) with respect to Subsequent Receivables that are
Actuarial Receivables, all monies due thereunder on or after March
1, 1999 (the "Subsequent Cutoff Date") (including Payaheads) and,
with respect to Subsequent Receivables that are Simple Interest
Receivables, all monies received thereunder on or after the
Subsequent Cutoff Date;
(iii) the security interests in Financed Vehicles granted by
Obligors pursuant to such Subsequent Receivables and any other
interest of the Seller in such Financed Vehicles;
(iv) all rights to receive proceeds with respect to such
Subsequent Receivables from claims on any physical damage, theft,
credit life or disability insurance policies covering the related
Financed Vehicles or related Obligors;
(v) all rights to receive proceeds with respect to such
Subsequent Receivables from recourse to Dealers thereon pursuant to
Dealer Agreements;
(vi) all of the undersigned's rights to the Receivable Files
that relate to such Subsequent Receivables;
(vii) all payments and proceeds with respect to such
Subsequent Receivables held by the undersigned;
(viii) all property (including the right to receive
Liquidation Proceeds and Recoveries and Financed Vehicles and the
proceeds thereof acquired by the undersigned pursuant to the terms
of a Subsequent Receivable that is a Final Payment Receivable),
guarantees and other collateral securing a Subsequent Receivable
(other than a Subsequent Receivable repurchased by the Servicer or
purchased by the undersigned);
(ix) all rebates of premiums and other amounts relating to
insurance policies and other items financed under such Subsequent
Receivables in effect as of the Subsequent Cutoff Date; and
(x) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and
all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into
cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards,
rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which
at any time constitute all or part of or are included in the
proceeds of any of the foregoing.
The foregoing sale does not constitute and is not intended
to result in any assumption by the Purchaser of any obligation of the
undersigned to the Obligors, insurers or any other Person in connection
with the Subsequent Receivables, the related Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.
This First-Tier Subsequent Assignment is made pursuant to
and upon the represen tations, warranties and agreements on the part of the
undersigned contained in the Purchase Agreement (including the Officer's
Certificate of the undersigned accompanying this First-Tier Subsequent
Assignment) and is to be governed by the Purchase Agreement.
The undersigned hereby represents that as of the Subsequent
Cut-off Date the aggregate Principal Balance of the Subsequent Receivables
conveyed hereby was $118,376,881.27.
In the event that the foregoing sale, assignment, transfer
and conveyance is deemed to be a pledge, the undersigned hereby grants to
the Purchaser a first priority security interest in all of the
undersigned's right to and interest in the Subsequent Receivables and other
property described in clauses (i) through (x) above to secure a loan deemed
to have been made by the Purchaser to the undersigned in an amount equal to
the sum of the initial principal amount of the Notes plus accrued interest
thereon and the Initial Certificate Balance.
This First-Tier Subsequent Assignment shall be construed in
accordance with the laws of the State of New York and the obligations of
the undersigned under this First-Tier Subsequent Assignment shall be
determined in accordance with such laws.
Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in, or incorporated by
reference into, the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has caused this First-Tier
Subsequent Assignment to be duly executed as of March 1, 1999.
MITSUBISHI MOTORS CREDIT OF
AMERICA, INC.
By: /s/ Hideyuki Kitamura
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Name: Hideyuki Kitamura
Title: Executive Vice President
EXHIBIT 99.2
SECOND-TIER SUBSEQUENT ASSIGNMENT
For value received, in accordance with and subject to the
Sale and Servicing Agreement, dated as of January 1, 1999 (the "Sale and
Servicing Agreement"), among MMCA Auto Owner Trust 1999-1 (the "Trust"),
MMCA Auto Receivables, Inc., as the Seller (the "Seller"), and Mitsubishi
Motors Credit of America, Inc., as the Servicer (the "Servicer"), the
Seller hereby irrevocably sells, transfers, assigns and otherwise conveys
to the Trust, without recourse (subject to the obligations herein), all
right, title and interest of the Seller, whether now owned or hereafter
acquired, in, to and under the following:
(i) the Subsequent Receivables listed on Schedule A hereto;
(ii) with respect to Subsequent Receivables that are
Actuarial Receivables, all monies due thereunder on or after March
1, 1999 (the "Subsequent Cutoff Date") (including Payaheads), and,
with respect to Subsequent Receivables that are Simple Interest
Receivables, all monies received thereunder on or after the
Subsequent Cutoff Date;
(iii) the security interests in Financed Vehicles granted by
Obligors pursuant to such Subsequent Receivables and any other
interest of the Seller in such Financed Vehicles;
(iv) all rights to receive proceeds with respect to such
Subsequent Receivables from claims on any physical damage, theft,
credit life or disability insurance policies covering the related
Financed Vehicles or related Obligors;
(v) all rights to receive proceeds with respect to such
Subsequent Receivables from recourse to Dealers thereon pursuant to
Dealer Agreements;
(vi) all of the Seller's rights to the Receivable Files that
relate to such Subsequent Receivables;
(vii) all payments and proceeds with respect to such
Subsequent Receivables held by the Servicer;
(viii) all property (including the right to receive
Liquidation Proceeds and Recoveries and Financed Vehicles and the
proceeds thereof acquired by the Seller pursuant to the terms of a
Subsequent Receivable that is a Final Payment Receivable),
guarantees and other collateral securing a Subsequent Receivable
(other than a Subsequent Receivable repurchased by the Servicer or
purchased by the Seller);
(ix) all of the Seller's rights under the First-Tier
Subsequent Assignment;
(x) all rebates of premiums and other amounts relating to
insurance policies and other items financed under such Subsequent
Receivables in effect as of the Subsequent Cutoff Date; and
(xi) all present and future claims, demands, causes of
action and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every
kind and other forms of obligations and receivables, instruments
and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing.
The Seller hereby represents that as of the Subsequent
Cut-off Date, the aggregate Principal Balance of the Subsequent Receivables
was $118,376,881.27.
The foregoing sale, transfer, assignment and conveyance
shall not constitute and is not intended to result in an assumption by the
Trust of any obligation of the Seller to the Obligors, the Dealers or any
other Person with respect the Subsequent Receivables set forth in Schedule
A attached hereto and the other Trust Property related thereto or any
agreement, document or instrument related thereto.
In the event that the foregoing sale, transfer, assignment
and conveyance is deemed to be a pledge, the Seller hereby grants to the
Trust a first priority security interest in all of the Seller's right to
and interest in the Subsequent Receivables and other property described in
clauses (i) through (xi) above to secure a loan deemed to have been made by
the Trust to the Seller in an amount equal to the sum of the initial
principal amount of the Notes plus accrued interest thereon and the Initial
Certificate Balance.
This Second-Tier Subsequent Assignment shall be construed in
accordance with the laws of the State of New York and the obligations of
the Seller under this Second-Tier Subsequent Assignment shall be determined
in accordance with such laws.
This Second-Tier Subsequent Assignment is made pursuant to
and upon the representations, warranties and agreements on the part of the
Seller contained in the Sale and Servicing Agreement (including the
Officer's Certificate of the Seller accompanying this Second-Tier
Subsequent Assignment) and is to be governed in all respects by the Sale
and Servicing Agreement. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to them in the Sale and Servicing
Agreement.
IN WITNESS WHEREOF, the undersigned has caused this
Second-Tier Subse quent Assignment to be duly executed as of March 1, 1999.
MMCA AUTO RECEIVABLES, INC.
By: /s/ Charles A. Tredway
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Name: Charles A. Tredway
Title: Executive Vice President
