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
March 18, 1996
Date of Report ..............................................................
(Date of earliest event reported)
CHRYSLER FINANCIAL CORPORATION
.............................................................................
(Exact name of registrant as specified in its charter)
State of Michigan 1-5966 38-0961430
.............................................................................
(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File No.) Identification No.)
27777 Franklin Rd., Southfield, Michigan 48034
..............................................
(Address of principal executive offices)
(810) 948-3058
Registrant's telephone number, including area code...........................
- 1 -
<PAGE>
Item 5. Other Events.
Attached as Exhibit 99 are certain materials prepared by Chrysler
Financial Corporation that are required to be filed pursuant to the no-action
letter dated May 20, 1994 issued by the staff of the Securities and Exchange
Commission (the "Commission") to Kidder, Peabody Acceptance Corporation-1,
Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation and
the no-action letter dated February 15, 1995 issued by the staff of the
Commission to the Public Securities Association.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Listed below are the financial statements, pro forma financial
information and exhibits, if any, filed as a part of this Report:
(a) Financial statements of businesses acquired;
None
(b) Pro forma financial information:
None
(c) Exhibits:
Exhibit 99
- 2 -
<PAGE>
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.
CHRYSLER FINANCIAL CORPORATION
Date: March 20, 1996 By: /s/ T.L. Hackman
----------------
Secretary
- 3 -
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- ------- ----------------------
99 Material prepared by Chrysler Financial Corporation
in connection with Premier Auto Trust 1996-1
pursuant to the no-action letter dated May 20, 1994
issued by the staff of the Securities and Exchange
Commission (the "Commission") to Kidder, Peabody
Acceptance Corporation-1, Kidder, Peabody & Co.
Incorporated and Kidder Structured Asset Corporation and
the no-action letter dated February 15, 1995 issued by
the staff of the Commission to the Public Securities
Association.
- 4 -
EXHIBIT 99
Premier 1996-1 Structural and Collateral Materials
<PAGE>
The attached Term Sheet has been prepared by Chrysler Financial
Corporation ("CFC"). Neither Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") nor any of its affiliates makes any
representation as to the accuracy or completeness of the information herein.
The information contained herein is preliminary and will be superseded by the
applicable prospectus supplement and by any other information subsequently
filed with the Securities and Exchange Commission.
The information contained herein will be superseded by the description
of the collateral pool contained in the prospectus supplement relating to the
securities.
Although a registration statement (including the prospectus) relating
to the securities discussed in this communication has been filed with the
Securities and Exchange Commission and is effective, the final prospectus
supplement relating to the securities discussed in this communication has not
been filed with the Securities and Exchange Commission. This communication
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities discussed in this communication
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication for
definitive information on any matter discussed in this communication. A final
prospectus and prospectus supplement may be obtained by contacting the Merrill
Lynch Trading Desk at (212) 449-3659.
<PAGE>
Premier Auto Trust 1996-1
Chrysler Financial Corporation, Seller and Servicer
Subject to Revision
Term Sheet dated March 18, 1996
Issuer............................ Premier Auto Trust 1996-1 (the "Trust" or
the "Issuer").
The Notes......................... (i) Class A-1 ______% Asset Backed Notes
(the "Class A-1 Notes") in the aggregate
initial principal amount of $250,000,000.
The Class A-1 Notes are not being offered;
(ii) Class A-2 Floating Rate Asset Backed
Notes (the "Class A-2 Notes") in the
aggregate initial principal amount of
$645,000,000;
(iii) Class A-3 _____% Asset Backed Notes
(the "Class A-3 Notes") in the aggregate
initial principal amount of $400,000,000;
and
(iv) Class A-4 _____% Asset Backed Notes
(the "Class A-4 Notes") in the aggregate
initial principal amount of $148,750,000.
The Certificates.................. ____% Asset Backed Certificates (the
"Certificates" and, together with the
Notes, the "Securities") with an aggregate
initial Certificate Balance of
$56,243,689.73.
The Receivables................... Described below.
Terms of the Notes................ The principal terms of the Notes will be
as described below:
A. Distribution Dates.......... Payments of interest and principal on the
Notes will be made on the sixth 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 May 6, 1996.
B. Interest Rates.............. The Class A-1, Class A-3 and Class A-4
Notes will have fixed interest rates. The
Class A-2 Rate will be LIBOR (as defined
in the Prospectus Supplement) plus ___%,
subject to a maximum rate of 12%.
C. Interest.................... Interest on the Notes other than the Class
A-2 Notes will accrue at the applicable
Interest Rate from the Closing Date (in
the case of the first Distribution Date)
or from the sixth day of the month
preceding the month of a Distribution Date
to and including the fifth day of the
month of such Distribution Date. Interest
on the outstanding principal amount of the
Class A-2 Notes will accrue at the Class
A-2 Rate from the Closing Date (in the
case of the first Distribution Date) or
from the most recent Distribution Date on
which interest has been paid to but
excluding the following Distribution Date
(each, a "Floating Rate Interest Accrual
Period"). Interest on each class of Notes
other than the Class A-2 Notes will be
calculated on the basis of a 360-day year
consisting of twelve 30-day months.
Interest on the Class A-2 Notes will be
calculated on the basis of the actual
number of days in each Floating Rate
Interest Accrual Period divided by 360.
<PAGE>
D. Principal................... Principal of the Notes will be payable on
each Distribution Date in an amount equal
to the Noteholders' Principal
Distributable Amount for the calendar
month (the "Collection Period") preceding
such Distribution Date to the extent of
funds available therefor. The
"Noteholders' Principal Distributable
Amount" will equal (i) the Regular
Principal Distribution Amount plus (ii)
the Accelerated Principal Distribution
Amount. The "Regular Principal
Distribution Amount" with respect to any
Distribution Date will generally equal the
amount of principal paid or, in certain
circumstances, scheduled to be paid with
respect to the Receivables plus, in
certain circumstances, the principal
balance of defaulted Receivables. The
"Accelerated Principal Distribution
Amount" with respect to a Distribution
Date will equal the portion, if any, of
the Total Distribution Amount for the
related Collection Period that remains
after payment of (a) the Servicing Fee
(together with any portion of the
Servicing Fee that remains unpaid from
prior Distribution Dates), (b) the
interest due on the Notes, (c) the Regular
Principal Distribution Amount, (d) the
interest due on the Certificates, and (e)
the amount, if any, required to be
deposited in the Reserve Account on such
Distribution Date.
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.
The outstanding principal amount of the
Class A-1 Notes, to the extent not
previously paid, will be payable on the
February 1997 Distribution Date (the
"Class A-1 Final Scheduled Distribution
Date"); the outstanding principal amount
of the Class A-2 Notes, to the extent not
previously paid, will be payable on the
September 1998 Distribution Date (the
"Class A-2 Final Scheduled Distribution
Date"); the outstanding principal amount
of the Class A-3 Notes, to the extent not
previously paid, will be payable on the
October 1999 Distribution Date (the "Class
A-3 Final Scheduled Distribution Date");
and the outstanding principal amount of
the Class A-4 Notes, to the extent not
previously paid, will be payable on the
April 2000 Distribution Date (the "Class
A-4 Final Scheduled Distribution Date").
E. Optional Redemption......... The Class A-4 Notes will be redeemable in
whole, but not in part, after the Pool
Balance declines to 10% or less of the
Initial Pool Balance.
Terms of the Certificates......... The principal terms of the Certificates
will be as described below:
A. Distribution Dates.......... Distributions with respect to the
Certificates will be made on each
Distribution Date, commencing May 6, 1996.
B. Pass Through Rate........... _____% per annum (the "Pass Through
Rate").
<PAGE>
C. Interest.................... On each Distribution Date, accrued
interest at the Pass Through Rate on the
outstanding Certificate Balance will be
paid generally to the extent of funds
available following payment of the
Servicing Fee and distributions in respect
of the Notes from the Total Distribution
Amount and the Reserve Account. Interest
will be calculated on the basis of a
360-day year consisting of twelve 30-day
months. Interest in respect
of a Distribution Date will accrue from
the Closing Date (in the case of the first
Distribution Date) or from the sixth day
of the month preceding the month of the
Distribution Date to and including the
fifth day of the month of such
Distribution Date.
D. Principal................... No distributions of principal on the
Certificates will be made until all of the
Notes have been paid in full. On each
Distribution Date commencing on the
Distribution Date on which the Class A-4
Notes are paid in full, principal of the
Certificates will be payable in an amount
generally equal to the Certificateholders'
Principal Distributable Amount for the
Collection Period preceding such
Distribution Date, to the extent of funds
available therefor following payment of
the Servicing Fee, payments of interest
and principal, if any, due in respect of
the Notes and the distribution of interest
in respect of the Certificates. The
Certificateholders' Principal
Distributable Amount will be the Regular
Principal Distribution Amount (less, on
the Distribution Date on which the Notes
are paid in full, the portion thereof
payable on the Notes).
The outstanding principal amount, if any,
of the Certificates will be payable in
full on the July 2000 Distribution Date
(the "Final Scheduled Distribution Date").
E. Optional Prepayment......... The Certificates may be prepaid after the
Pool Balance declines to 10% or less of
the Initial Pool Balance.
Reserve Account................... The "Reserve Account" will be created with
an initial deposit by CFC on the Closing
Date of cash or Eligible Investments
having a value at least equal to
$86,249,637.
Certain amounts in the Reserve Account on
any Distribution Date (after giving effect
to all distributions made on such
Distribution Date) in excess of the
Specified Reserve Account Balance for such
Distribution Date will generally be
released to any affiliate of CFC. Subject
to reduction as described below, the
"Specified Reserve Account Balance" with
respect to any Distribution Date generally
will be equal to the sum of (i) 1.90% of
the Initial Pool Balance and (ii) 3.85% of
the Pool Balance on the first day of the
related Collection Period. However, with
respect to the portion of the Specified
Reserve Account Balance set forth in
clause (i) above, so long as on any
Distribution Date (except the first
Distribution Date) the sum of (x) the
outstanding principal balance of the
Securities (after giving effect to
payments made on the prior Distribution
Date) and (y) the aggregate amount of
Payaheads that have been collected but not
yet applied as payments under the related
Receivables as of the first day of the
related Collection Period is less than or
equal to 96.2% of the Pool Balance on the
first day of the related Collection
Period, then such portion of the Specified
Reserve Account Balance set forth in
clause (i) above will be reduced to 1.45%
of the Initial Pool Balance. In addition,
so long as on any Distribution Date
(except the first Distribution Date) the
sum of (x) the outstanding principal
balance of the Securities (after giving
effect to payments made on the prior
Distribution Date) and (y) the aggregate
amount of Payaheads that have been
collected but not yet applied as payments
under the related Receivables as of the
first day of the related Collection
Period is less than or equal to 94.50%
of the Pool Balance on the first day
of the related Collection Period,
then such portion of the Specified
Reserve Account Balance set forth in
clause (i) above will be reduced to 1.0%
of the Initial Pool Balance. With respect
to the portion of the Specified Reserve
Account Balance set forth in clause (ii)
above, so long as on any Distribution Date
(except the first Distribution Date) the
sum of (x) the outstanding principal
balance of the Securities (after giving
effect to payments made on the prior
Distribution Date) and (y) the aggregate
amount of Payaheads that have been
collected but not yet applied as payments
under the related Receivables as of the
first day of the related Collection Period
is less than or equal to 98.35% of the
Pool Balance on the first day of the
related Collection Period, then the
portion of the Specified Reserve Account
Balance set forth in clause (ii) above
will be reduced to an amount equal to the
product of (I) the Pool Balance on the
first day of the related Collection Period
and (II) the percentage (which shall not
be greater than 3.85% or less than zero)
equal to (X) the percentage derived from
the fraction, the numerator of which is
the sum of (x) the outstanding principal
balance of the Securities (after giving
effect to payments made on the prior
Distribution Date) and (y) the aggregate
amount of Payaheads that have been
collected but not yet applied as payments
under the related Receivables as of the
first day of the related Collection
Period, and the denominator of which is
such Pool Balance less (Y) 94.50%. The
Specified Reserve Account Balance is
further subject to adjustment in certain
circumstances described in the Prospectus
Supplement. Funds will be withdrawn from
the Reserve Account up to the Available
Amount, first, to cover any shortfalls in
the amounts due to the Noteholders and,
second, to cover shortfalls in the amounts
due to the Certificateholders. On each
Distribution Date, the Reserve Account
will be reinstated up to the Specified
Reserve Account Balance to the extent of
the portion, if any, of the Total
Distribution Amount remaining after
payment of the Servicing Fee and the
amounts due to the Noteholders and
Certificateholders.
The "Pool Balance" at any time will
represent the aggregate principal balance
of the Receivables at the end of the
preceding Collection Period, after giving
effect to all payments (other than
Payaheads) received from Obligors,
Advances and Purchase Amounts to be
remitted by the Servicer or the Seller, as
the case may be, all for such Collection
Period, and all losses realized on
Receivables liquidated during such
Collection Period.
Priority of Payments.............. Collections in respect of the Receivables
for each Collection Period will be applied
in the following order of priority: (i)
the Servicing Fee, together with any
previously unpaid Servicing Fees, (ii)
amounts payable to the Noteholders; (iii)
amounts distributable to the
Certificateholders and (iv) the remaining
balance, if any, to the Reserve Account.
Rating of the Notes............... In the highest investment rating category
by at least two nationally recognized
rating agencies.
Rating of the Certificates........ At least in the "A" category or its
equivalent by a least two nationally
recognized rating agencies.
<PAGE>
The Receivables Pool
As of the Cutoff Date, each Receivable (i) had an outstanding gross
balance of at least $1,000 and (ii) was not more than 30 days past due (an
account is not considered past due if the amount past due is less than 10% of
the scheduled monthly payment). As of the Cutoff Date, no Obligor on any
Receivable was noted in the related records of the Seller as being the subject
of a bankruptcy proceeding, and no Obligor on any Receivable financed a
Financed Vehicle under the Seller's "New-Finance Buyer Plan" program. No
selection procedures believed by the Seller to be adverse to Securityholders
were used in selecting the Receivables.
Set forth in the following tables is information concerning the
composition, distribution by annual percentage rate ("APR") and the geographic
distribution of the Receivables Pool as of the Cutoff Date.
<TABLE>
<CAPTION>
Premier Auto Trust 1996-1
Composition of the Receivables Pool
Weighted
Average Weighted Average
Weighted Average Aggregate Principal Number of Remaining Average Principal
APR of Receivables Balance Receivables Term Original Term Balance
- ------------------ ------------------- ----------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C>
11.28% $1,499,993,689.73 135,039 45.42 months 52.17 months $11,107.86
</TABLE>
<TABLE>
<CAPTION>
Premier Auto Trust 1996-1
Distribution by APR of the Receivables Pool
Number of Aggregate Percent of Aggregate
APR Range Receivables Principal Balance Principal Balance(1)
- ------------------------------------ ------------- ---------------- -------------------
<S> <C> <C> <C>
0.00% - 5.00%....................... 4,234 $ 48,414,119.45 3.2%
5.01% - 6.00%....................... 975 12,064,355.63 0.8
6.01% - 7.00%....................... 2,238 30,111,973.11 2.0
7.01% - 8.00%....................... 5,096 60,923,712.18 4.1
8.01% - 9.00%....................... 15,967 209,670,906.82 14.0
9.01% - 10.00%...................... 21,025 260,151,337.33 17.3
10.01% - 11.00%..................... 19,195 215,030,379.49 14.3
11.01% - 12.00%..................... 15,146 158,884,903.87 10.6
12.01% - 13.00%..................... 13,131 132,199,153.11 8.8
13.01% - 14.00%..................... 10,260 100,050,335.95 6.7
14.01% - 15.00%..................... 8,401 80,905,108.81 5.4
15.01% - 16.00%..................... 4,300 43,727,591.08 2.9
16.01% - 17.00%..................... 4,402 48,310,317.29 3.2
17.01% - 18.00%..................... 5,095 57,299,956.24 3.8
Greater than 18.00%................. 5,574 42,249,539.37 2.8
------- ----------------- -----
135,039 $1,499,993,689.73 100.0%
======= ================= =====
<FN>
- ------------------
(1) Percentages may not add to 100.0% because of rounding.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Premier Auto Trust 1996-1
Geographic Distribution of the Receivables Pool
Percent of Percent of
Aggregate Aggregate
Principal Principal
State(1) Balance(2) State(1) Balance(2)
-------- ---------- -------- ----------
<S> <C> <S> <C>
Alabama................... 0.0% Montana..................... 0.1%
Alaska.................... 0.2 Nebraska.................... 0.3
Arizona................... 1.5 Nevada...................... 0.5
Arkansas.................. 3.5 New Hampshire............... 2.2
California................ 8.3 New Jersey.................. 5.5
Colorado.................. 1.1 New Mexico.................. 0.7
Connecticut............... 1.4 New York.................... 8.1
Delaware.................. 0.2 North Carolina.............. 2.9
District of Columbia...... 0.0 North Dakota................ 0.1
Florida................... 5.0 Ohio........................ 0.6
Georgia................... 2.8 Oklahoma.................... 1.3
Hawaii.................... 0.3 Oregon...................... 0.5
Idaho..................... 0.2 Pennsylvania................ 6.1
Illinois.................. 3.9 Rhode Island................ 0.2
Indiana................... 1.5 South Carolina.............. 1.8
Iowa...................... 1.0 South Dakota................ 0.1
Kansas.................... 0.8 Tennessee................... 2.9
Kentucky.................. 0.6 Texas....................... 8.9
Louisiana................. 3.1 Utah........................ 0.3
Maine..................... 0.4 Vermont..................... 0.4
Maryland.................. 5.4 Virginia.................... 3.9
Massachusetts............. 2.8 Washington.................. 0.5
Michigan.................. 4.0 West Virginia............... 0.5
Minnesota................. 0.8 Wisconsin................... 1.2
Mississippi............... 0.6 Wyoming..................... 0.1
Missouri.................. 0.9 -----
100.0%
=====
<FN>
- -------------------------------
(1) Based on physical addresses of the dealers originating the receivables.
(2) Percentages may not add to 100.0% because of rounding.
</TABLE>
Approximately 28.29% of the aggregate principal balance of the
Receivables, constituting 32.99% of the number of the Receivables, represent
previously titled vehicles. Approximately 69.83% of the aggregate principal
balance of the Receivables represent financing of vehicles manufactured or
distributed by Chrysler.
Delinquencies, Repossessions and Net Losses
Set forth below is certain information concerning the experience of
CFC and its United States subsidiaries pertaining to retail new and used
automobile and light duty truck receivables, including those previously sold
which CFC continues to service. Chrysler Credit Corporation, which was merged
into the Seller on December 31, 1995, began originating Fixed Value
Receivables in July 1991. There can be no assurance that the delinquency,
repossession and net loss experience on the Receivables will be comparable to
that set forth below.
<PAGE>
<TABLE>
<CAPTION>
Delinquency Experience(1)
At December 31,
-------------------------------------------------------------
1995 1994
---------------------------- ----------------------------
Number of Number of
Contracts Amount Contracts Amount
------------- ------------- ------------- ------------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Portfolio...................... 1,653,533 $20,913 1,444,736 $16,977
Period of Delinquency
31-60 Days................... 55,507 $ 720 25,888 $ 293
61 Days or More.............. 6,792 100 2,085 27
--------- ------- --------- -------
Total Delinquencies............ 62,299 $ 820 27,973 $ 320
Total Delinquencies as
a Percent of the Portfolio... 3.77% 3.92% 1.94% 1.88%
<CAPTION>
At December 31,
-------------------------------------------------------------------
1993 1992 1991
--------------------- --------------------- --------------------
Number Number
of Number of of
Contracts Amount Contracts Amount Contracts Amount
---------- --------- ----------- -------- --------- ---------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C>
Portfolio............ 1,352,218 $14,116 1,344,799 $12,082 1,437,451 $11,994
Period of Delinquency
31-60 Days......... 16,350 $ 153 15,964 $ 134 21,025 $ 180
61 Days or More.... 1,383 15 1,376 13 2,048 20
--------- ------- --------- ------- --------- -------
Total Delinquencies.. 17,733 $ 168 17,340 $ 147 23,073 $ 200
Total Delinquencies
as a Percent of the
Portfolio.......... 1.31% 1.19% 1.29% 1.22% 1.61% 1.67%
<FN>
- --------------------------
(1) All amounts and percentages are based on the gross amount scheduled to
be paid on each contract, including unearned finance and other
charges. The information in the table includes an immaterial amount of
retail installment sale contracts on vehicles other than automobiles
and light duty trucks and includes previously sold contracts which CFC
continues to service.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Credit Loss/Repossession Experience(1)
Year Ended December 31,
-----------------------------------------------------------
1995 1994 1993 1992 1991
----------- ---------- --------- --------- ----------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Average Amount Outstanding
During the Period.............. $19,486 $15,517 $12,882 $11,818 $12,709
Average Number of Contracts
Outstanding During the Period.. 1,572,963 1,396,497 1,341,084 1,382,898 1,517,178
Percent of Contracts Acquired
During the Period with Recourse
to the Dealer.................. 14.8% 17.0% 16.2% 15.8% 21.7%
Repossessions as a Percent of
Average Number of Contracts
Outstanding.................... 3.05% 2.36% 2.15% 2.31% 2.63%
Net Losses as a Percent of
Liquidations(2)(3)............. 2.25% 1.38% 1.34% 1.71% 2.28%
Net Losses as a Percent of
Average Amount Outstanding(2).. 1.16% 0.73% 0.75% 0.97% 1.21%
<FN>
- --------------------
(1) Except as indicated, all amounts and percentages are based on the
gross amount scheduled to be paid on each contract, including unearned
finance and other charges. The information in the table includes an
immaterial amount of retail installment sales contracts on vehicles
other than automobiles and light duty trucks and includes previously
sold contracts that CFC continues to service.
(2) Net losses are equal to the aggregate of the balances of all contracts
which are determined to be uncollectible in the period, less any
recoveries on contracts charged off in the period or any prior
periods, including any losses resulting from disposition expenses and
any losses resulting from the failure to recover commissions to
dealers with respect to contracts that are prepaid or charged off.
(3) Liquidations represent a reduction in the outstanding balances of the
contracts as a result of monthly cash payments and charge-offs.
</TABLE>
During 1995, CFC experienced higher credit losses on automobile and
light duty truck retail receivables, as did other consumer finance companies
in the United States. The increased losses became more pronounced in early
1996. CFC attributes the higher loss experience to the combined effect of
current economic conditions, a change in the credit mix of CFC's retail
receivable originations during the first part of 1995 that resulted in an
increase in the frequency of repossessions, and organizational realignments
internal to CFC that affected retail collections. While higher credit losses
on outstanding receivables are expected to continue in the near term, CFC has
taken actions that it believes will improve the credit mix and servicing of
its automotive retail receivables. However, no assurance as to future results
can be given.
The net loss figures above reflect the fact that the Seller had
recourse to Dealers on a portion of its retail installment sale contracts. By
aggregate principal balance, approximately 4.73% of the Receivables represent
contracts with recourse to Dealers.
