SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
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, 1999
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 333-66063
MMCA Auto Owner Trust 1999-1
MMCA Auto Receivables, Inc.
(Originator of the MMCA Auto Owner Trust 1999-1)
(Exact name of registrant as specified in its charter)
Delaware 33 - 0570905
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
6363 Katella Avenue
Cypress, California 90630-5205
(Address of principal (Zip Code)
executive offices)
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 X
No
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 1999-1 (the "Trust") was formed
pursuant to a Trust Agreement (the "Trust Agreement"), dated as of
January 1, 1999, between MMCA Auto Receivables, Inc., as depositor
("MARI"), 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 January 1, 1999, between the
Trust, as issuer, and Bank of Tokyo - Mitsubishi Trust Company, as
indenture trustee (the "Indenture Trustee"), the Trust issued asset-
backed notes (the "Notes"). The Notes consist of four classes (the
"5.066% Class A-1 Asset Backed Notes," "5.43% Class A-2 Asset Backed
Notes," "5.50% Class A-3 Asset Backed Notes" and "5.63% Class B Asset
Backed Notes"). The 5.066% Class A-1 Asset Backed Notes, 5.43% Class
A-2 Asset Backed Notes, 5.50% Class A-3 Asset Backed Notes and 5.63%
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 installment sale contracts originated by Mitsubishi Motors Credit
of America, Inc. ("MMCA") and secured by new and used motor vehicles
and light- and medium-duty trucks. The Trust's business activities
include acquiring and holding the assets of the Trust, issuing the Notes,
the Certificates and the Final Payment Certificate and distributing
payments on the Notes, the Certificates and the Final Payment Certificate.
Rider A:
Pursuant to a Sale and Servicing Agreement, dated as of January 1, 1999,
among the Trust, as issuer, MARI, as seller, and MMCA, as servicer,
MMCA administers and services the Trust's pool of motor vehicle retail
installment contracts.
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 for which 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, 1999
Contracts Balances
of Receivables
Delinquent Contracts:
(i) 30-59 Days 1,330 $16,560,405.08
(ii) 60-89 Days 352 $4,273,170.11
(iii) 90 Days or More 212 $2,610,629.47
December 31, 1999
% of Contracts % of Balance
Outstanding Outstanding
Delinquency Rates:
(i) 30-59 Days Delinquent 3.62% 3.43%
(ii) 60-89 Days Delinquent 0.96% 0.88%
(iii) 90 Days or More Delinq. 0.61% 0.54%
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 that provide for
balloon payments at the end of the terms of such contracts.
December 31, 1999
Contracts Amount
Aggregate Net Losses 1,749 $9,017,601.91
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, 1999 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,
1999 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 February 8, 1999, March 8, 1999, April 8, 1999,
May 7, 1999, June 8, 1999, July 8, 1999, August 9, 1999, September 9, 1999,
October 7, 1999, November 8, 1999, December 8, 1999 and January 10, 2000.
(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 1999-1
BY: MMCA AUTO RECEIVABLES, INC.
Date: March 21, 2000 By: /s/ Hideyuki Kitamura
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 Annual Statement as to Compliance.
- -------------------------------------------------
March 23, 2000
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. Takao Kunitomo
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Mr. W. Chris Sponenberg
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 1999-1, as Issuer,
MMCA Auto Receivables, Inc., as Seller, and Mitsubishi Motors Credit
of America, Inc., as Servicer, I hereby certify the following, as of
March 23, 1999: (1) a review of the activities of the Servicer during
the period January 1, 1999 through December 31, 1999 and of its perfor-
mance 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.
- ---------------------------------------
Hideyuki Kitamura
Executive 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, included in the accompanying
report tiltled Report of Management, 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, 1999, 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, 1999,
is fairly stated, in all material respects.
/s/ Ernst & Young LLP
February 25, 2000
