<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended June 30, 2000
--------------------
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: 333-92583-02
------------
DAIMLERCHRYSLER AUTO TRUST 2000-B
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Delaware Applied for
--------------------------------------------------------------------------------
(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) 512-3990
-------------------------
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
--- ---
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The interim financial data presented herein are unaudited, but in the opinion of
management reflect all adjustments necessary for a fair presentation of such
information (see Note 1). Results for interim periods should not be considered
indicative of results for a full year.
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2000-B
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
JUNE 30, 2000
(in millions of dollars)
<TABLE>
<S> <C>
ASSETS
Cash and Cash Equivalents (Note 1) $ 5.0
Receivables (Note 2) 1,956.3
-------
TOTAL ASSETS $1,961.3
========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 1) $ 50.3
Asset Backed Securities (Notes 2 and 3) 1,911.0
-------
TOTAL LIABILITIES AND EQUITY $1,961.3
========
</TABLE>
See Notes to Financial Statements.
3
<PAGE> 4
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2000-B
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD MAY 1, 2000 (INCEPTION) THROUGH JUNE 30, 2000
(in millions of dollars)
<TABLE>
<S> <C>
CASH RECEIPTS
Proceeds from Sale of Asset Backed Securities $1,982.8
Collections of Principal & Interest, and Other 87.7
--------
TOTAL CASH RECEIPTS 2,070.5
--------
CASH DISBURSEMENTS
Purchase of Receivables 1,982.8
Distribution of Principal & Interest, and Other 82.7
--------
TOTAL CASH DISBURSEMENTS 2,065.5
--------
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS $ 5.0
========
</TABLE>
See Notes to Financial Statements.
4
<PAGE> 5
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2000-B
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of DaimlerChrysler Auto Trust 2000-B (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 Chrysler Financial Company L.L.C. ("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 Securityholders and for liquidity and credit
enhancement reserves. Amounts held for liquidity and credit enhancement reserves
which are not utilized for future distributions to Securityholders will be
distributed to DaimlerChrysler Retail Receivables LLC ("DCRR").
5
<PAGE> 6
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
DAIMLERCHRYSLER AUTO TRUST 2000-B
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - 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, 2000, among DCRR, CFC, and Chase
Manhattan Bank Delaware, acting thereunder not in its individual capacity but
solely as trustee of the Trust.
On May 15, 2000, the Trust issued $408,420,000 aggregate principal amount of
6.72% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $620,000,000
aggregate principal amount of 7.30% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $455,000,000 aggregate principal amount of 7.53% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $425,000,000 aggregate principal
amount of 7.63% 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,
2000, between the Trust and Bank One, National Association, 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 27, 2000, transferred to the Trust by CFC on May
15, 2000. The Notes are secured by the assets of the Trust pursuant to the
Indenture. The Trust also issued $74,354,000 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 Class A-1 Notes and Certificates were not offered and will initially
be held by the servicer, which may thereafter sell the Class A-1 Notes and
Certificates. The Certificates will not bear interest and no principal will be
paid until the Notes have been paid in full.
NOTE 3 - 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, 2000.
Principal of the Notes will be payable on each Distribution Date to the extent
described in the Prospectus Supplement dated May 9, 2000, and the Prospectus
dated February 29, 2000 (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.
6
<PAGE> 7
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
DIAMLERCHRYSLER AUTO TRUST 2000-B
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Trust was formed under the laws of Delaware pursuant to an Amended and
Restated Trust Agreement (the "Trust Agreement") dated as of May 1, 2000, among
DCRR, CFC, and Chase Manhattan Bank Delaware, acting thereunder not in its
individual capacity but solely as trustee of the Trust.
On May 15, 2000, the Trust issued $408,420,000 aggregate principal amount of
6.72% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $620,000,000
aggregate principal amount of 7.30% Asset Backed Notes, Class A-2 (the "Class
A-2 Notes"), $455,000,000 aggregate principal amount of 7.53% Asset Backed
Notes, Class A-3 (the "Class A-3 Notes"), and $425,000,000 aggregate principal
amount of 7.63% 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,
2000, between the Trust and Bank One, National Association, 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 27, 2000, transferred to the Trust by CFC on May
15, 2000. The Notes are secured by the assets of the Trust pursuant to the
Indenture. The Trust also issued $74,354,000 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 Class A-1 Notes and Certificates were not offered and will initially
be held by the servicer, which may thereafter sell the Class A-1 Notes and
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.
7
<PAGE> 8
PART II. OTHER INFORMATION
ITEM 1
There is nothing to report with regard to this item.
Item 2
(1) The effective date of the Securities Act registration statement:
December 21, 1999. The date of the Prospectus Supplement is May 9,
2000.
(2) The offering date: May 15, 2000
(4) The offering did not terminate before any securities were sold.
(i) The offering has terminated and all securities registered were sold
before termination.
(ii) The name(s) of the managing underwriter(s):
Chase Securities Inc.
Morgan Stanley & Co. Incorporated
Credit Suisse First Boston Corporation
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
(iii) The title of each class of securities registered:
7.30% Asset Backed Notes, Class A-2
7.53% Asset Backed Notes, Class A-3
7.63% Asset Backed Notes, Class A-4
(iv) For each class of securities (other than a class of securities into
which a class of convertible securities registered may be converted
without additional payment to the issuer):
8
<PAGE> 9
ITEM 2. (4)(IV) OTHER INFORMATION - (CONTINUED)
<TABLE>
<CAPTION>
=========================== ====================== ========================= ======================== =============================
Title Amount Aggregate Amount Aggregate
Of Registered Price of Sold Offering
Security Offering Price of
Amount Amount
Registered Sold
--------------------------- ---------------------- ------------------------- ------------------------ -----------------------------
<S> <C> <C> <C> <C>
7.30% Asset Backed Notes, $ 620,000,000 $ 619,942,960 $ 620,000,000 $ 619,942,960
Class A-2
--------------------------- ---------------------- ------------------------- ------------------------ -----------------------------
7.53% Asset Backed Notes, $ 455,000,000 $ 454,994,085 $ 455,000,000 $ 454,994,085
Class A-3
--------------------------- ---------------------- ------------------------- ------------------------ -----------------------------
7.63% Asset $ 425,000,000 $ 424,993,625 $ 425,000,000 $ 424,993,625
Backed Notes, Class A-4
--------------------------- ---------------------- ------------------------- ------------------------ -----------------------------
--------------------------- ---------------------- ------------------------- ------------------------ -----------------------------
TOTAL $1,500,000,000 $1,499,930,670 $1,500,000,000 $1,499,930,670
=========================== ====================== ========================= ======================== =============================
</TABLE>
(v) The amount of expenses incurred for the issuer's account in
connection with the issuance and distribution of the securities
registered for the following:
(A) Direct or indirect payments to directors, officers, general
partners of the issuer or their associates; to person owning ten
(10) percent or more of any class of equity securities of the
issuer; and to affiliates of the issuer: None
(B) Direct or indirect payments to others:
<TABLE>
<S> <C>
(1) Underwriting discounts and commissions: $2,923,125
(2) Finders' Fees: $0
(3) Expenses paid to or for underwriters: $0
(4) Other expenses: $0
(5) Total expenses: $2,923,125
</TABLE>
(vi) The net offering proceeds to the issuer after deducting the total
expenses: $1,497,007,545
(vii) The amount of net offering proceeds to the issuer used for
construction of plant, building and facilities; purchase and
installation of machinery and equipment; purchase of real estate;
acquisition of other business(es); repayment of indebtedness;
working capital; temporary investments (which should be
specified): None
9
<PAGE> 10
ITEM 2. OTHER INFORMATION - (CONTINUED)
Any other purposes for which at least five (5) percent of the issuer's
total offering proceeds or $100,000 has been used:
(A) Direct or indirect payments to directors, officers, general partners of
the issuer or their associates; to persons owning ten (10) percent or
more of any class of equity securities of the issuer; and to affiliates
of the issuer: None
(B) Direct or indirect payments to others:
The net proceeds from the sale of the securities were applied by the
issuer (i) to the purchase of receivables from Chrysler Financial
Company L.L.C. and (ii) to make the initial deposit into the Reserve
Account: $1,497,007,545
(viii) This Item does not represent a material change in the use of proceeds
described in the prospectus.
ITEMS 3,4,5
There is nothing to report with regard to these items.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as a part of this report:
Exhibit No.
3 Certificate of Trust of DaimlerChrysler Auto Trust 2000-B.
4.1 Amended and Restated Trust Agreement, dated as of May 1,
2000, among DaimlerChrysler Retail Receivables LLC, Chrysler
Financial Company L.L.C. and Chase Manhattan Bank Delaware,
as Owner Trustee.
4.2 Indenture, dated as of May 1, 2000, between DaimlerChrysler Auto
Trust 2000-B and Bank One, National Association, as Indenture
Trustee (excluding Schedule A).
4.3 Sale and Servicing Agreement, dated as of May 1, 2000, between
DaimlerChrysler Auto Trust 2000-B and Chrysler Financial Company
L.L.C. (excluding Schedules A and B).
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.
10
<PAGE> 11
DAIMLERCHRYSLER AUTO TRUST 2000-B
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.
DaimlerChrysler Auto Trust 2000-B (Registrant)
By: Chrysler Financial Company L.L.C., as Servicer
----------------------------------------------
Date: August 9, 2000 By: /s/ David H. Olsen
----------------------------------------------
David H. Olsen, Vice President and Controller
Principal Accounting Officer
11
<PAGE> 12
DAIMLERCHRYSLER AUTO TRUST 2000-B
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
3 Certificate of Trust of DaimlerChrysler Auto Trust 2000-B.
4.1 Amended and Restated Trust Agreement, dated as of May 1,
2000, among DaimlerChrysler Retail Receivables LLC,
Chrysler Financial Company L.L.C. and Chase Manhattan Bank
Delaware, as Owner Trustee.
4.2 Indenture, dated as of May 1, 2000, between DaimlerChrysler
Auto Trust 2000-B and Bank One, National Association, as
Indenture Trustee (excluding Schedule A).
4.3 Sale and Servicing Agreement, dated as of May 1, 2000,
between DaimlerChrysler Auto Trust 2000-B and Chrysler
Financial Company L.L.C. (excluding Schedules A and B).
27 Financial Data Schedule
E-1
