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
August 21, 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 and 33-55789 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) 948-3067
Registrant's telephone number, including area code....................
This filing relates to Registration Statement No. 33-55789.
<PAGE>
Item 5. Other Events.
In connection with the proposed offering of Premier Auto Trust 1996-4,
Asset Backed Notes and Asset Backed Certificates, 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: August 21, 1996 By:/s/ B.C. Babbish
--------------------------
Assistant Secretary
- 3 -
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description of Exhibit
- ------- ----------------------
99 Material prepared by Chrysler Financial Corporation in
connection with Premier Auto Trust 1996-4 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 1996-4 Structural and Collateral Materials
<PAGE>
The information contained in the attached materials is referred to as
the "Information".
The attached Term Sheet has been prepared by Chrysler Financial
Corporation ("CFC"). Neither __________________________ ("_________") 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.
The Information addresses only certain aspects of the applicable
security's characteristics and thus does not provide a complete assessment. As
such, the Information may not reflect the impact of all structural
characteristics of the security. The assumptions underlying the Information,
including structure and collateral, may be modified from time to time to
reflect changed circumstances.
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. Any
investment decision should be based only on the data in the prospectus and the
prospectus supplement ("Offering Documents") and the then current version of
the Information. Offering Documents contain data that is current as of their
publication dates and after publication may no longer be complete or current.
A final prospectus and prospectus supplement may be obtained by contacting the
___________ Trading Desk at ________________.
<PAGE>
<TABLE>
<CAPTION>
Premier Auto Trust 1996-4
Chrysler Financial Corporation, Seller and Servicer
Subject to Revision
Term Sheet dated August 21, 1996
<S> <C>
Issuer................... Premier Auto Trust 1996-4 (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 $250,000,000.00. 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 $600,000,000.
(iii) Class A-3 _____% Asset Backed Notes (the
"Class A-3 Notes") in the aggregate initial
principal amount of $353,000,000; and
(iv) Class A-4 _____% Asset Backed Notes (the
"Class A-4 Notes") in the aggregate initial
principal amount of $240,742,000.
The Certificates......... ____% Asset Backed Certificates (the
"Certificates" and, together with the Notes, the
"Securities") with an aggregate initial
Certificate Balance of $56,249,236.33.
Terms of the Notes:
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 September 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 September 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 1999
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 November
2000 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
October 2001 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.
<CAPTION>
Terms of the Certificates:
<S> <C>
A. Distribution Dates.. Distributions with respect to the Certificates
will be made on each Distribution Date, commencing
September 6, 1996.
B. Pass Through Rate.. _____% per annum (the "Pass Through Rate").
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.
2
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 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). No
Receivable has a scheduled maturity date later
than August 31, 2002.
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 $82,499,518.
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) 1.00% of the Initial Pool Balance and
(ii) 4.50% of the Initial Pool Balance. However,
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 98.00% 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 3.50% 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%. 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.
<PAGE>
The "Pool Balance" at any time will represent the
aggregate principal balance of the Receivables at
the end of the preceding Collection Period,
3
<PAGE>
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.
</TABLE>
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 1996-4
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>
10.73% $1,499,991,236.33 107,394 55.45 months 59.44 months $13,967.18
<CAPTION>
Premier Auto Trust 1996-4
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%...................... 3,196 $ 49,418,347.39 3.3%
5.01% - 6.00%...................... 145 2,327,447.74 0.2
6.01% - 7.00%...................... 1,716 27,094,082.37 1.8
7.01% - 8.00%...................... 8,464 127,362,886.19 8.5
8.01% - 9.00%...................... 14,174 214,169,237.26 14.3
9.01% - 10.00%..................... 21,102 306,804,646.49 20.5
10.01% - 11.00%.................... 16,725 244,634,393.20 16.3
4
<PAGE>
11.01% - 12.00%.................... 12,385 173,960,885.49 11.6
12.01% - 13.00%.................... 9,513 122,424,505.71 8.2
13.01% - 14.00%.................... 5,219 58,374,899.43 3.9
14.01% - 15.00%.................... 3,434 39,405,831.88 2.6
15.01% - 16.00%.................... 2,291 28,156,435.96 1.9
16.01% - 17.00%.................... 2,263 27,801,670.32 1.9
17.01% - 18.00%.................... 3,365 43,549,114.17 2.9
Greater than 18.00%................ 3,402 34,506,852.73 2.3
------- ------------------- ------
107,394 $ 1,499,991,236.33 100.20%
======= =================== ======
<FN>
- ------------------
(1) Percentages may not add to 100.0% because of rounding.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Premier Auto Trust 1996-4
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..................... 1.0% Montana................. 0.1%
Alaska...................... 0.2 Nebraska................ 0.5
Arizona..................... 1.4 Nevada.................. 0.6
Arkansas.................... 1.6 New Hampshire........... 2.5
California.................. 6.1 New Jersey.............. 4.9
Colorado.................... 0.9 New Mexico.............. 0.3
Connecticut................. 1.3 New York................ 5.6
Delaware.................... 0.2 North Carolina.......... 4.2
District of Columbia........ 0.0 North Dakota............ 0.2
Florida..................... 4.6 Ohio.................... 0.8
Georgia..................... 2.5 Oklahoma................ 1.5
Hawaii...................... 0.7 Oregon.................. 1.4
Idaho....................... 0.4 Pennsylvania............ 6.2
Illinois.................... 4.1 Rhode Island............ 0.6
Indiana..................... 2.0 South Carolina.......... 2.1
Iowa........................ 0.7 South Dakota............ 0.2
Kansas...................... 0.8 Tennessee............... 2.3
Kentucky.................... 0.7 Texas................... 7.0
Louisiana................... 2.6 Utah.................... 0.5
Maine....................... 0.9 Vermont................. 0.5
Maryland.................... 5.2 Virginia................ 3.3
Massachusetts............... 3.8 Washington.............. 1.5
Michigan.................... 4.1 West Virginia........... 0.3
Minnesota................... 1.7 Wisconsin............... 1.2
Mississippi................. 0.4 Wyoming................. 0.1
Missouri.................... 4.2 -----
100.5%
-----
<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 28.00% of the aggregate principal balance of the
Receivables, constituting 33.04% of the number of the Receivables, represent
previously titled vehicles. Approximately 77.01% 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.
6
<PAGE>
<TABLE>
<CAPTION>
Delinquency Experience(1)
At June 30, At December 31,
----------- ---------------
1996 1995 1995 1994
------------------- -------------------- --------------------- -----------------
Number of Number of Number of Number of
Contracts Amount Contracts Amount Contracts Amount Contracts Amount
--------- ------ --------- ------ --------- ------ --------- ------
(Dollars in Millions) (Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio 1,673,622 $ 21,138 1,593,177 $ 19,993 1,653,533 $ 20,913 1,444,736 $ 16,977
Period of
Delinquency
31-60 Days 48,199 $ 624 32,474 $ 406 55,507 $ 720 25,888 293
61 Days or More . 4,899 72 3,376 48 6,792 100 2,085 $ 27
--------- --------- --------- -------- --------- --------- --------- --------
Total Delinquencies 53,098 $ 696 35,850 $ 454 62,299 $ 820 27,973 $ 320
Total Delinquencies
as
a Percent of the
Portfolio 3.17% 3.29% 2.25% 2.27% 3.77% 3.92% 1.94% 1.88%
<CAPTION>
At December 31,
----------------------------------------------------------------------
1993 1992 1991
----------------------- -------------------- -----------------
Number of Number of Number 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>
7
<PAGE>
<TABLE>
<CAPTION>
Credit Loss/Repossession Experience(1)
Six Months
Ended
June 30, Year Ended December 31,
-------------- --------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Average Amount Outstanding
During the Period................... $20,888 $18,347 $ 19,486 $ 15,517 $ 12,882 $ 11,818 $ 12,709
Average Number of Contracts
Outstanding During the Period....... 1,659,755 1,513,418 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....................... 9.1% 16.1% 14.8% 17.0% 16.2% 15.8% 21.7%
Repossessions as a Percent of
Average Number of Contracts
Outstanding(2)...................... 3.80% 2.57% 3.05% 2.36% 2.15% 2.31% 2.63%
Net Losses as a Percent of
Liquidations(3)(4).................. 3.12% 1.74% 2.25% 1.38% 1.34% 1.71% 2.28%
Net Losses as a Percent of 1.67% 0.88% 1.16% 0.73% 0.75% 0.97% 1.21%
Average Amount Outstanding(2)(3)....
<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) Percentages have been annualized for the six months ended June 30,
1996 and 1995 and are not necessarily indicative of the experience
for the year.
(3) 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.
(4) Liquidations represent a reduction in the outstanding balances of
the contracts as a result of monthly cash payments and charge-
offs.
</TABLE>
During the fourth quarter of 1995 and the first six months of 1996, CFC
experienced higher credit losses on automotive retail receivables. CFC
management attributes the increased losses to the combined effect of general
economic conditions, changes in the credit mix of CFC's retail receivable
originations that resulted in an increase in the frequency of repossessions,
and organizational realignments that affected retail collections. Second
quarter 1996 net credit losses improved 24 percent as compared to the first
quarter of 1996 due to an improved credit mix of retail originations and the
continuation of organizational realignments. 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 3.15% of the Receivables represent
contracts with recourse to Dealers.
8
