Conformed Copy
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.
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: 333-71169-01
------------
PREMIER AUTO TRUST 1999-2
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Delaware 52-2178948
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3067
--------------------------
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]
PART I.
ITEM 1. BUSINESS
Premier Auto trust 1999-2 (the "Trust") was formed under the laws of Delaware
pursuant to an Amended and Restated Trust Agreement dated as of May 1, 1999,
among Premier Receivables L.L.C. (now known as DaimlerChrysler Retail
Receivables LLC) ("Premier"), Chrysler Financial Company L.L.C. ("CFC" and
"Servicer"), and Chase Manhattan Bank Delaware, acting thereunder not in its
individual capacity but solely as trustee of the Trust.
On May 5, 1999, the Trust issued $330,000,000 aggregate principal amount of
4.94% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $490,000,000
aggregate principal amount of 5.28% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $520,000,000 aggregate principal amount of 5.49% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $344,369,000 aggregate
principal amount of 5.59% 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 "Notes"). The Notes were issued pursuant to an Indenture
dated as of May 1, 1999, between the Trust and The First National Bank of
Chicago (now known as Bank One, National Association), (the "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 April 19, 1999, transferred to the Trust by
CFC on May 5, 1999. The Notes are secured by the assets of the Trust pursuant
to the Indenture. The Trust also issued $65,625,000 aggregate principal
amount of Asset Backed Certificates (the "Certificates" and, together with
the Notes, the "Securities"). The Certificates represent fractional undivided
interests in the Trust. The Certificates were not offered and will initially
be held by the Servicer, which may thereafter sell the Certificates. The
Certificates will not bear interest and no principal will be paid until the
Notes have been paid in full.
The Trust has no employees.
ITEM 2. PROPERTIES
There is nothing to report with regard to this item.
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.
2
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is nothing to report with regard to this item.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data has been omitted since the required information
is included in the financial statements or notes thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The Trust was formed under the laws of Delaware pursuant to an Amended and
Restated Trust Agreement dated as of May 1, 1999, among Premier, CFC, and
Chase Manhattan Bank Delaware, acting thereunder not in its individual
capacity but solely as trustee of the Trust.
On May 5, 1999, the Trust issued $330,000,000 aggregate principal amount of
4.94% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $490,000,000
aggregate principal amount of 5.28% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $520,000,000 aggregate principal amount of 5.49% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $344,369,000 aggregate
principal amount of 5.59% 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 "Notes"). The Notes were issued pursuant to an Indenture
dated as of May 1, 1999, between the Trust and the 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 April 19, 1999, transferred to the Trust by CFC on May
5, 1999. The Notes are secured by the assets of the Trust pursuant to the
Indenture. The Trust also issued $65,625,000 aggregate principal amount of
Asset Backed Certificates (the "Certificates" and, together with the Notes,
the "Securities"). The Certificates represent fractional undivided interests
in the Trust. The Certificates were not offered and will initially be held by
the Servicer, which may thereafter sell the Certificates. The Certificates
will not bear interest and no principal will be paid until the Notes have
been paid in full.
The Trust has no employees.
Year 2000 Date Conversion
CFC will service the receivables on behalf of the Trust. The Trust relies on
CFC's computer systems. CFC did not experience any significant "Year 2000" or
"Y2K" related disruptions to its operations. CFC successfully implemented a
comprehensive Y2K compliance program that included assessment, testing,
remediation and contingency planning in the areas of critical business
computer systems and critical suppliers, end-user computing and dealer
systems. However, it is not certain that there will be no Y2K-related
disruptions in the future.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There is nothing to report with regard to this item.
3
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PREMIER AUTO TRUST 1999-2
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
DECEMBER 31, 1999
(in millions of dollars)
ASSETS
Cash and Cash Equivalents (Note 1) $ 4.4
Receivables (Note 3) 1,421.9
--------
TOTAL ASSETS $1,426.3
========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 1) $ 26.4
Asset Backed Securities (Notes 3 and 4) 1,399.9
--------
TOTAL LIABILITIES AND EQUITY $1,426.3
========
See Notes to Financial Statements.
4
ITEM 8. FINANCIAL STATEMENTS AND SUPLLEMENTARY DATA (CONTINUED)
PREMIER AUTO TRUST 1999-2
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD MAY 1, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
(in millions of dollars)
CASH RECEIPTS
Proceeds from Sale of Asset Backed Securities $1,750.0
Collections of Principal & Interest, and Other 448.1
--------
TOTAL CASH RECEIPTS 2,198.1
--------
CASH DISBURSEMENTS
Purchase of Receivables 1,750.0
Distribution of Principal & Interest, and Other 443.7
--------
TOTAL CASH DISBURSEMENTS 2,193.7
--------
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS $ 4.4
========
See Notes to Financial Statements.
5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
PREMIER AUTO TRUST 1999-2
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of 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. The primary difference
from the accrual basis to this basis is that the financial statements do not
record overcollateralized receivables, accrued interest receivable on the
Receivables, or accrued interest payable on the Notes from the most recent
Distribution Date to the balance sheet date.
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 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 on a monthly basis except when commingling
conditions cease to be met under the Sale and Servicing Agreement.
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.
NOTE 2 - SUBSEQUENT EVENT
Effective January 7, 2000 the name of Premier Receivables L.L.C. was changed
to DaimlerChrysler Retail Receivables LLC ("DCRR"). DCRR is a limited
liability company controlled by CFC.
6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
PREMIER AUTO TRUST 1999-2
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - SALE OF ASSET BACKED SECURITIES
The Trust was formed under the laws of Delaware pursuant to an Amended and
Restated Trust Agreement dated as of May 1, 1999, among Premier, CFC, and
Chase Manhattan Bank Delaware, acting thereunder not in its individual
capacity but solely as trustee of the Trust.
On May 5, 1999, the Trust issued $330,000,000 aggregate principal amount of
4.94% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $490,000,000
aggregate principal amount of 5.28% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $520,000,000 aggregate principal amount of 5.49% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $344,369,000 aggregate
principal amount of 5.59% 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 "Notes"). The Notes were issued pursuant to an Indenture
dated as of May 1, 1999, 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 April 19, 1999,
transferred to the Trust by CFC on May 5, 1999. The Notes are secured by the
assets of the Trust pursuant to the Indenture. The Trust also issued
$65,625,000 aggregate principal amount of Asset Backed Certificates (the
"Certificates" and, together with the Notes, the "Securities"). The
Certificates represent fractional undivided interests in the Trust. The
Certificates were not offered and will initially be held by the Servicer,
which may thereafter sell the Certificates. The Certificates will not bear
interest and no principal will be paid until the Notes have been paid in
full.
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
eighth 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 June
8, 1999. Principal of the Notes will be payable on each Distribution Date to
the extent described in the Prospectus Supplement dated April 27, 1999, and
the Prospectus dated March 4, 1999 (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 or (iii) on the Class A-4 Notes until the
Class A-3 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 will be subject to redemption in whole, but not in part,
on any Distribution Date on which the Servicer exercises its option to
purchase the Receivables. The Servicer 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.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLMENTARY DATA (CONTINUED)
PREMIER AUTO TRUST 1999-2
NOTES TO FINANCIAL STATEMENTS
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.
NOTE 6 - FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments have been determined using
available market information and valuation methodologies as described below.
However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that could be realized
in a current market exchange. The use of different market assumptions or
valuation methodologies may have a material effect on the estimated fair
value amounts.
The carrying amounts and estimated fair values of the Trust's financial
instruments at December 31, 1999 were as follows:
Carrying Fair
Amount Value
-------- -----
(in millions of dollars)
Cash and Cash Equivalents $ 4.4 $ 4.4
Receivables $ 1,421.9 $ 1,421.4
Amounts Held for Future Distribution $ 26.4 $ 59.2
Asset Backed Securities $ 1,399.9 $ 1,366.6
Assumptions and Methodologies
The carrying value of cash and cash equivalents approximates market value due
to the short maturity of these instruments.
The fair value of receivables was estimated by discounting expected cash
flows using rates of loans with similar maturities at December 31, 1999.
The fair value of Amounts Held for Future Distribution was estimated at
carrying value for amounts with short-term maturities and at net realizable
value for remaining amounts due Premier.
The fair value of Asset Backed Securities was estimated using quoted market
prices.
8
KPMG LLP
- ----------
Independent Auditors' Report
The Board of Directors
Chrysler Financial Company L.L.C.:
We have audited the accompanying statement of assets, liabilities and equity
arising from cash transactions of the Premier Auto Trust 1999-2 (the "Trust")
as of December 31, 1999, and the related statement of cash receipts and
disbursements for the period May 1, 1999 (inception) through December 31,
1999. These financial statements are the responsibility of the management of
Chrysler Financial Company L.L.C., servicer of the Trust. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
As described in Note 1, these financial statements were prepared on the basis
of cash receipts and disbursements, which is a comprehensive basis of
accounting other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and equity arising from cash
transactions of the Premier Auto Trust 1999-2 as of December 31, 1999, and
its cash receipts and disbursements for the period May 1, 1999 (inception)
through December 31, 1999 on the basis of accounting described in Note 1.
/s/ KPMG LLP
Detroit, Michigan
March 29, 2000
9
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
There is nothing to report with regard to this item.
ITEM 11. EXECUTIVE COMPENSATION
There is nothing to report with regard to this item.
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) The following documents are filed as a part of this report:
(1) Financial Statements
Financial statements for Premier Auto Trust 1999-2 as follows:
Statement of Assets, Liabilities and Equity - December 31, 1999
(page 4 of this report)
Statement of Cash Receipts and Disbursements for the period May 1,
1999 (inception) through December 31, 1999 (page 5 of this report)
Notes to Financial Statements (pages 6, 7, and 8 of this report)
Independent Auditors' Report (page 9 of this report)
(2) Financial Statement Schedules
All financial statement schedules have been omitted because the
information to be provided therein is included in the financial
statements or the notes thereto.
10
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K --
(CONTINUED)
3. Exhibits
(a) The following exhibits are filed as a part of this report:
Exhibit No.
- -----------
3 Certificate of Trust of Premier Auto Trust 1999-2. Filed as
Exhibit 3 to the Trust's Quarterly Report on Form 10Q for the
period ended June 30, 1999, and incorporated herein by reference.
4.1 Amended and Restated Trust Agreement, dated as of May 1, 1999,
among Premier Receivables L.L.C., Chrysler Financial Company
L.L.C. and Chase Manhattan Bank Delaware, as Owner Trustee. Filed
as Exhibit 4.1 to the Trust's Quarterly Report on Form 10Q for
the period ended June 30, 1999, and incorporated herein by
reference.
4.2 Indenture, dated as of May 1, 1999, between Premier Auto Trust
1999-2 and The First National Bank of Chicago, as Indenture
Trustee. Filed as Exhibit 4.2 to the Trust's Quarterly Report on
Form 10Q for the period ended June 30, 1999, and incorporated
herein by reference.
4.3 Sale and Servicing Agreement, dated as of May 1, 1999, between
Premier Auto Trust 1999-2 and Chrysler Financial Company L.L.C.
Filed as Exhibit 4.3 to the Trust's Quarterly Report on Form 10Q
for the period ended June 30, 1999, 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.
11
PREMIER AUTO TRUST 1999-2
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 1999-2 (Registrant)
By: Chrysler Financial Company, L.L.C., as Servicer
-----------------------------------------------
Date: March 6, 2000 By: /s/David H. Olsen
-----------------------------------------------
David H. Olsen, Vice President and Controller
Principal Accounting 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 or proxy material has been sent to security holders.
12
PREMIER AUTO TRUST 1999-2
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
3 Certificate of Trust of Premier Auto Trust 1999-2. Filed as
Exhibit 3 to the Trust's Quarterly Report on Form 10Q for the
period ended June 30, 1999, and incorporated herein by reference
4.1 Amended and Restated Trust Agreement, dated as of May 1, 1999,
among Premier Receivables L.L.C., Chrysler Financial Company
L.L.C. and Chase Manhattan Bank Delaware, as Owner Trustee. Filed
as Exhibit 4.1 to the Trust's Quarterly Report on Form 10Q for
the period ended June 30, 1999, and incorporated herein by
reference
4.2 Indenture, dated as of May 1, 1999, between Premier Auto Trust
1999-2 and The First National Bank of Chicago, as Indenture
Trustee. Filed as Exhibit 4.2 to the Trust's Quarterly Report on
Form 10Q for the period ended June 30, 1999, and incorporated
herein by reference
4.3 Sale and Servicing Agreement, dated as of May 1, 1999, between
Premier Auto Trust 1999-2 and Chrysler Financial Company L.L.C.
Filed as Exhibit 4.3 to the Trust's Quarterly Report on Form 10Q
for the period ended June 30, 1999, and incorporated herein by
reference
27 Financial Data Schedule
E-1
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PREMIER AUTO TRUST 1999-2
FOR THE PERIOD MAY 1, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
FINANCIAL DATA SCHEDULE
PURSUANT TO ARTICLE 5 OF REGULATION S-X
$ Millions
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<PERIOD-END> DEC-31-1999
<CASH> $ 4
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<BONDS> 1,400
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0
0
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