- --------------------------------------------------------------------------
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 4, 1997
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.
- --------------------------------------------------------------------------
Item 5. Other Events.
------------
Attached hereto as Exhibit 25.4 is the Form T-1 Statement of Eligibility
under the Trust Indenture Act of 1939, as amended, of The First National Bank
of Chicago,/(1)/ and, in connection with the proposed offering of Premier
Auto Trust 1997-1, Asset Backed Notes, Class A-2, Class A-3, Class A-4 and
Class B, attached hereto 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. The
exhibit numbers correspond with Item 601(b) of Regulation S-K.
(a) Financial statements of businesses acquired;
None
(b) Pro forma financial information:
None
(c) Exhibits:
Exhibit 25.4
Exhibit 99
_________________________
(1) Certain exhibits to Form T-1 are incorporated by reference to Exhibit
25.1 of the Registration Statement on Form S-3 of SunAmerica Inc., filed
on October 25, 1996 (File No. 333-14201).
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 4, 1997 By: /s/ Byron C. Babbish
--------------------------
Byron C. Babbish
Assistant Secretary
EXHIBIT INDEX
-------------
Exhibit
No. Description of Exhibit
- ------- ----------------------
25.4 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The First National Bank of Chicago. (Certain
exhibits to Form T-1 are incorporated by reference to Exhibit 25.1
of Registration Statement on Form S-3 of SunAmerica Inc., filed on
October 25, 1996 (File No. 333-14201).)
99 Materials prepared by Chrysler Financial Corporation in connection
with Premier Auto Trust 1997-1 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.
Exhibit No. 25.4
----------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)_____
_________________________________
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
___________________________________
PREMIER AUTO TRUST 1997-1 AND EACH OTHER
PREMIER AUTO TRUST 199__-__ THAT ISSUES NOTES
UNDER THE RELATED PROSPECTUS AND PROSPECTUS SUPPLEMENT
(Exact name of obligor as specified in its charter)
Delaware Applied for
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
c/o Chase Manhattan Bank Delaware, as Owner Trustee
1201 Market Street
9th Floor
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Asset Backed Notes
(Title of Indenture Securities)
Item 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
--------------------
INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C., Federal Deposit
Insurance Corporation, Washington, D.C., The Board of
Governors of the Federal Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF
------------------------------
THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
-----------------
STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
8. Not Applicable.
9. Not Applicable.
*EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL
BANK OF CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM
S-3 OF SUNAMERICA INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
OCTOBER 25, 1996 (REGISTRATION NO. 333-14201).
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a
national banking association organized and existing under the laws
of the United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Chicago and State of
Illinois, on the 24th day of February, 1997.
The First National Bank of Chicago,
Trustee
By: /s/ Steven M. Wagner
----------------------------------------
Steven M. Wagner
Vice President
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
February 24, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of one or more indentures between
Premier Auto Trust 1997-1 and each other Premier Auto Trust 199__-__ that
issues notes under the related prospectus and prospectus supplement and The
First National Bank of Chicago, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that
the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request
therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ Steven M. Wagner
-------------------------------------
Steven M. Wagner
Vice President
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Ste 0460
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
Call Date: 09/30/96
ST-BK: 17-1630 FFIEC 031
Page RC-1
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
C400
<-
DOLLAR AMOUNTS IN ------------
---------
THOUSANDS RCFD BIL MIL THOU
----------------------- ---- ------------
<S> <C> <C> <C>
<C>
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin(1) . . . . . . . . . . . . . . . . . . 0081 4,041,784
1.a.
b. Interest-bearing balances(2) . . . . . . . . . 0071 5,184,890
1.b.
2. Securities
a. Held-to-maturity securities (from Schedule RC-B,
column A) . . . . . . . . . . . . . . . . . . . 1754 0
2.a.
b. Available-for-sale securities (from Schedule
RC-B, column D) . . . . . . . . . . . . . . . . 1773 3,173,481
2.b.
3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and its Edge and Agreement subsidiaries, and
in IBFs:
a. Federal Funds sold. . . . . . . . . . . . . . . 0276 3,505,874
3.a.
b. Securities purchased under agreements
to resell . . . . . . . . . . . . . . . . . . . 0277 145,625
3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from
Schedule RC-C). . . . . . . . . . . . . . . . . RCFD 2122 22,835,958
4.a.
b. LESS: Allowance for loan and lease losses . . . RCFD 3123 418,851
4.b.
c. LESS: Allocated transfer risk reserve . . . . . RCFD 3128 0
4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus
4.b and 4.c). . . . . . . . . . . . . . . . . . 2125 22,417,107
4.d.
5. Assets held in trading accounts. . . . . . . . . . 3545 8,121,948
5.
6. Premises and fixed assets (including capitalized
leases). . . . . . . . . . . . . . . . . . . . . . 2145 707,971
6.
7. Other real estate owned (from Schedule RC-M) . . . 2150 9,184
7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M). . . . . 2130 53,803
8.
9. Customers' liability to this bank on acceptances
outstanding. . . . . . . . . . . . . . . . . . . . 2155 626,690
9.
10. Intangible assets (from Schedule RC-M) . . . . . . 2143 310,246
10.
11. Other assets (from Schedule RC-F). . . . . . . . . 2160 1,658,123
11.
12. Total assets (sum of items 1 through 11) . . . . . 2170 49,956,726
12.
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Ste 0460
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
Call Date: 09/30/96
ST-BK: 17-1630 FFIEC 031
Page RC-2
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
Thousands BIL MIL THOU
-------------------- ------------
<S> <C> <C> <C>
<C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of
columns A and C from Schedule RC-E, part 1) . . RCON 2200 22,369,341
13.a.
(1) Noninterest-bearing(1). . . . . . . . . . . RCON 6631 9,726,987
13.a.(1)
(2) Interest-bearing. . . . . . . . . . . . . . RCON 6636 12,642,354
13.a.(2)
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule RC-E,
part II). . . . . . . . . . . . . . . . . . . . RCFN 2200 10,026,286
13.b.
(1) Noninterest bearing . . . . . . . . . . . . RCFN 6631 336,746
13.b.(1)
(2) Interest-bearing. . . . . . . . . . . . . . RCFN 6636 9,689,540
13.b.(2)
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . RCFD 0278 884,553
14.a.
b. Securities sold under agreements to
repurchase. . . . . . . . . . . . . . . . . . . RCFD 0279 717,211
14.b.
15. a. Demand notes issued to the U.S. Treasury. . . . RCON 2840 14,120
15.a.
b. Trading Liabilities . . . . . . . . . . . . . . RCFD 3548 5,409,585
15b.
16. Other borrowed money:
a. With original maturity of one year or less. . . RCFD 2332 3,414,577
16.a.
b. With original maturity of more than one year. . RCFD 2333 46,685
16b.
17. Mortgage indebtedness and obligations under
capitalized leases . . . . . . . . . . . . . . . . RCFD 2910 285,671
17.
18. Bank's liability on acceptance executed and
outstanding. . . . . . . . . . . . . . . . . . . . RCFD 2920 626,690
18.
19. Subordinated notes and debentures. . . . . . . . . RCFD 3200 1,250,000
19.
20. Other liabilities (from Schedule RC-G) . . . . . . RCFD 2930 1,005,205
20.
21. Total liabilities (sum of items 13 through 20) . . RCFD 2948 46,049,924
21.
22. Limited-Life preferred stock and related surplus . RCFD 3282 0
22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus. . . RCFD 3838 0
23.
24. Common stock . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858
24.
25. Surplus (exclude all surplus related to preferred
stock) . . . . . . . . . . . . . . . . . . . . . . RCFD 3839 2,925,894
25.
26. a. Undivided profits and capital reserves. . . . . RCFD 3632 770,670
26.a.
b. Net unrealized holding gains (losses) on
available-for-sale securities . . . . . . . . . RCFD 8434 10,194
26.b.
27. Cumulative foreign currency translation
adjustments. . . . . . . . . . . . . . . . . . . . RCFD 3284 (814)
27.
28. Total equity capital (sum of items 23 through 27). RCFD 3210 3,906,802
28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28) . RCFD 3300 49,956,726
29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed
for the bank by independent external auditors as Number
------
of any date during 1995. . . . . . . . . . . . . . RCFD 6724 / N/A /
M.1.
</TABLE>
1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
_______________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
Exhibit No. 99
______________
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
________________.
PREMIER AUTO TRUST 1997-1
CHRYSLER FINANCIAL CORPORATION, SELLER AND SERVICER
Subject to Revision
TERM SHEET DATED MARCH 3, 1997
Issuer Premier Auto Trust 1997-1 (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 ____% 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 $393,750,000;
(iv) Class A-4 _____% Asset Backed Notes
(the "Class A-4 Notes" and, together, with
the Class A-1 Notes, Class A-2 Notes and
Class A-3 Notes, the "Class A Notes") in
the aggregate initial principal amount of
$200,000,000; and
(v) Class B __% Asset Backed Notes (the
"Class B Notes" and together with the
Class A Notes, the "Notes") in the
aggregate initial principal amount of
$56,250,000. The Class B Notes are
subordinated to the Class A Notes to the
extent described herein.
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 April 7, 1997.
B. Interest Rates The Notes will have fixed interest rates.
C. Interest Interest on the 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 each class
of Notes will be calculated on the basis
of a 360-day year consisting of twelve 30-
day months. The failure to pay interest
on the Class B Notes will not be an Event
of Default unless the Class A-4 Notes have
been paid in full.
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 (less the
---
Cash Release Amount, if any, as described
below) 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, and (d) 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; (iii) on the Class
A-4 Notes until the Class A-3 Notes have
been paid in full or; (iv) on the Class B
Notes until the Class A-4 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
December 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
April 2000 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
August 2001 Distribution Date (the "Class
A-3 Final Scheduled Distribution Date");
the outstanding principal amount of the
Class A-4 Notes, to the extent not
previously paid, will be payable on the
April 2002 Distribution Date (the "Class
A-4 Final Scheduled Distribution Date");
and the outstanding principal amount of
the Class B Notes, to the extent not
previously paid, will be payable on the
September 2003 Distribution Date (the
"Class B Final Scheduled Distribution
Date").
E. Optional Redemption The Class A-4 Notes and Class B Notes will
be redeemable in whole, but not in part,
after the Pool Balance declines to 10% or
less of the Initial Pool Balance.
Overcollateralization and
Release of Collateral The Initial Pool Balance
($1,560,012,089.22) will exceed the
initial aggregate principal amount of the
Notes ($1,500,000,000) by an amount equal
to $60,012,089.22 (the "Initial
Overcollateralization Amount"), which is
approximately 4% of the initial aggregate
principal amount of the Notes. Unless
offset by losses on the Receivables, the
distribution of the Accelerated Principal
Distribution Amount, if any, on a
Distribution Date is expected to cause the
aggregate principal amount of the Notes to
decrease faster than the Pool Balance
decreases, thereby increasing the
Overcollateralization Amount and the
Overcollateralization Percentage. The
"Overcollateralization Amount" in respect
of a Distribution Date is equal to (a) the
Pool Balance as of the beginning of the
preceding Collection Period (the "Related
Pool Balance") minus (b) the aggregate
-----
outstanding principal amount of the Notes
after giving effect to payments made on
the Notes on the preceding Distribution
Date (the "Note Amount"). The "Over-
collateralization Percentage" in respect
of a Distribution Date is the percentage
derived from a fraction, the numerator
of which is the Overcollateralization
Amount for such Distribution Date and the
denominator of which is the Related Pool
Balance. Subject to the conditions set
forth below, on each Distribution Date,
commencing with the First Release Distri-
bution Date, certain amounts of cash and
Receivables will be released to the Trust,
free of the lien of the Indenture, and
thereupon paid or transferred to a
subsidiary of the Seller (the "Company").
Any such cash and Receivables released to
the Company will not be available to make
payments on the Notes.
The release of cash and Receivables to the
Trust (and then to the Company) is subject
to the satisfaction of the following
conditions:
(1) No release will be
permitted until the Distribution Date
(the "First Release Distribution
D a t e " ) o n w h i c h t h e
Overcollateralization Amount is at
least equal to:
(Initial Overcollateralization Amount)
plus
----
(2% x (Related Pool Balance minus Initial
-----
Overcollateralization Amount))
(2) The aggregate principal balance of
Receivables released in respect of such
Distribution Date will equal:
Overcollateralization Amount less Targeted
----
Overcollateralization Amount
The "Targeted Overcollateralization
Amount" for a Distribution Date is equal
to:
|Note Amount| minus [Note Amount]
|-----------| -----
| 94.5% |
(3) The amount of cash released on such
Distribution Date (the "Cash Release
Amount") shall not exceed 5.5% of the
Regular Principal Distribution Amount for
such Distribution Date.
(4) The cumulative amount of cash and
principal balances of Receivables released
shall not exceed the Initial
Overcollateralization Amount.
Consequently, when such cumulative amount
has been released, there will be no
further release of cash or Receivables to
the Trust pursuant to the release
provisions described above, and the full
Regular Principal Distribution Amount will
thereafter again be distributable as
principal to the Noteholders. The period
during which such releases are permitted
is the "Collateral Release Period".
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
$15,000,000 (the "Specified Reserve
Account Amount"), which is 1% of the
initial aggregate principal amount of the
Notes. If the Overcollateralization
Percentage at any time on or after the
First Release Distribution Date equals
7.75%, then after the Collateral Release
Period the Specified Reserve Account
Balance will be $11,250,000, which is
0.75% of the initial aggregate principal
amount of the Notes.
Funds will be withdrawn from the Reserve
Account to cover any shortfalls in the
amounts due to the Noteholders. 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.
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 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;
Subordination of Class B Notes 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,
which amounts will be applied, first, to
pay interest and principal on the Class A
Notes and, second, to pay interest and
principal on the Class B Notes, (iii)
amounts, if any, to the Reserve Account up
to the Specified Reserve Account Balance,
and (iv) the remaining balance, if any, to
the Company. In addition, releases of
collateral to the Company will be made as
d e s c r i b e d a b o v e u n d e r
"Overcollateralization and Release of
Collateral".
Rating of the Notes The Class A Notes will be rated in the
highest investment rating category by at
least two nationally recognized rating
agencies. The Class B Notes will be rated
at least in the "A" category or its
equivalent by such rating agencies.
THE RECEIVABLES POOL
As of the Cutoff Date, each Receivable (i) had a principal balance of at
least $300 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 Noteholders 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 1997-1
COMPOSITION OF THE RECEIVABLES POOL
WEIGHTED AVERAGE APR AGGREGATE PRINCIPAL NUMBER OF WEIGHTED AVERAGE WEIGHTED AVERAGE AVERAGE PRINCIPAL
OF RECEIVABLES BALANCE RECEIVABLES REMAINING TERM ORIGINAL TERM BALANCE
-------------------- ------------------- ----------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
10.68% $1,560,012,089.22 105,287 55.61 months 58.12 months $14,816.75
</TABLE>
PREMIER AUTO TRUST 1997-1
DISTRIBUTION BY APR OF THE RECEIVABLES POOL
<TABLE>
<CAPTION>
Number of Aggregate Percent of Aggregate
APR Range Receivables Principal Balance Principal Balance(1)
<S> <C> <C> <C>
0.00% - 5.00% . . . . . . . . . . . . . . . . . . 799 $ 12,219,441.10 0.8%
5.01% - 6.00% . . . . . . . . . . . . . . . . . . 186 2,460,968.58 0.2
6.01% - 7.00% . . . . . . . . . . . . . . . . . . 1,497 24,641,434.94 1.6
7.01% - 8.00% . . . . . . . . . . . . . . . . . . 12,136 188,622,284.92 12.1
8.01% - 9.00% . . . . . . . . . . . . . . . . . . 18,795 294,033,331.23 18.8
9.01% - 10.00% . . . . . . . . . . . . . . . . . 20,415 304,574,121.76 19.5
10.01% - 11.00% . . . . . . . . . . . . . . . . . 13,885 217,224,739.60 13.9
11.01% - 12.00% . . . . . . . . . . . . . . . . . 10,281 153,786,244.51 9.9
12.01% - 13.00% . . . . . . . . . . . . . . . . . 8,256 117,812,809.74 7.6
13.01% - 14.00% . . . . . . . . . . . . . . . . . 4,563 60,905,248.53 3.9
14.01% - 15.00% . . . . . . . . . . . . . . . . . 3,381 44,276,787.23 2.8
15.01% - 16.00% . . . . . . . . . . . . . . . . . 2,266 29,103,342.87 1.9
16.01% - 17.00% . . . . . . . . . . . . . . . . . 2,312 31,293,655.18 2.0
17.01% - 18.00% . . . . . . . . . . . . . . . . . 3,273 43,358,204.90 2.8
Greater than 18.00% . . . . . . . . . . . . . . . 3,242 35,699,474.13 2.3
105,287 $1,560,012,089.22 100.2%
</TABLE>
__________________
(1) Percentages may not add to 100.0% because of rounding.
<TABLE>
<CAPTION>
PREMIER AUTO TRUST 1997-1
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES POOL
PERCENT OF AGGREGATE
PERCENT OF AGGREGATE PRINCIPAL
STATE(1) PRINCIPAL BALANCE(2) STATE(1) BALANCE(2)
<S> <C> <C> <C>
Alabama . . . . . . . . . . . . . . . . . 0.7% Montana . . . . . . . . . . . . . . . . 0.2%
Alaska . . . . . . . . . . . . . . . . . 0.2% Nebraska . . . . . . . . . . . . . . . 0.6%
Arizona . . . . . . . . . . . . . . . . . 1.8% Nevada . . . . . . . . . . . . . . . . 0.7%
Arkansas . . . . . . . . . . . . . . . . 1.5% New Hampshire . . . . . . . . . . . . . 4.0%
California . . . . . . . . . . . . . . . 5.8% New Jersey . . . . . . . . . . . . . . 5.0%
Colorado . . . . . . . . . . . . . . . . 1.0% New Mexico . . . . . . . . . . . . . . 0.7%
Connecticut . . . . . . . . . . . . . . . 2.1% New York . . . . . . . . . . . . . . . 4.8%
Delaware . . . . . . . . . . . . . . . . 0.4% North Carolina . . . . . . . . . . . . 4.1%
District of Columbia . . . . . . . . . . 0.0% North Dakota . . . . . . . . . . . . . 0.3%
Florida . . . . . . . . . . . . . . . . . 2.7% Ohio . . . . . . . . . . . . . . . . . 0.3%
Georgia . . . . . . . . . . . . . . . . . 1.9% Oklahoma . . . . . . . . . . . . . . . 1.4%
Hawaii . . . . . . . . . . . . . . . . . 0.5% Oregon . . . . . . . . . . . . . . . . 1.6%
Idaho . . . . . . . . . . . . . . . . . . 0.2% Pennsylvania . . . . . . . . . . . . . 4.9%
Illinois . . . . . . . . . . . . . . . . 4.4% Rhode Island . . . . . . . . . . . . . 0.9%
Indiana . . . . . . . . . . . . . . . . . 0.6% South Carolina . . . . . . . . . . . . 1.6%
Iowa . . . . . . . . . . . . . . . . . . 1.1% South Dakota . . . . . . . . . . . . . 0.2%
Kansas . . . . . . . . . . . . . . . . . 1.1% Tennessee . . . . . . . . . . . . . . . 1.4%
Kentucky . . . . . . . . . . . . . . . . 0.0% Texas . . . . . . . . . . . . . . . . . 9.2%
Louisiana . . . . . . . . . . . . . . . . 0.9% Utah . . . . . . . . . . . . . . . . . 0.4%
Maine . . . . . . . . . . . . . . . . . . 1.6% Vermont . . . . . . . . . . . . . . . . 0.7%
Maryland . . . . . . . . . . . . . . . . 6.3% Virginia . . . . . . . . . . . . . . . 3.6%
Massachusetts . . . . . . . . . . . . . . 5.9% Washington . . . . . . . . . . . . . . 1.4%
Michigan . . . . . . . . . . . . . . . . 4.9% West Virginia . . . . . . . . . . . . . 0.3%
Minnesota . . . . . . . . . . . . . . . . 2.0% Wisconsin . . . . . . . . . . . . . . . 1.6%
Mississippi . . . . . . . . . . . . . . . 0.3% Wyoming . . . . . . . . . . . . . . . . 0.1%
Missouri . . . . . . . . . . . . . . . . 2.0% 99.9%
</TABLE>
_______________________________
(1) Based on physical addresses of the dealers originating the receivables.
(2) Percentages may not add to 100.0% because of rounding.
Approximately 31.06% of the aggregate principal balance of the
Receivables, constituting 37.26% of the number of the Receivables, represent
previously titled vehicles. Approximately 76.36% 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. CFC 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.
DELINQUENCY EXPERIENCE(1)
<TABLE>
<CAPTION>
At December 31,
1996 1995 1994
Number of Number of Number of
Contracts Amount Contracts Amount Contracts Amount
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C>
Portfolio . . . . . . . . . . . . . . . . . . . 1,679,880 $ 21,197 1,653,533 $ 20,913 1,444,736 $ 16,977
Period of Delinquency
31-60 Days . . . . . . . . . . . . . . . . . 65,297 $ 843 55,507 $ 720 25,888 $ 293
61 Days or More . . . . . . . . . . . . . . . 8,175 $ 118 6,792 $ 100 2,085 27
Total Delinquencies . . . . . . . . . . . . . . 73,472 $ 961 62,299 $ 820 27,973 $ 320
Total Delinquencies as
a Percent of the
Portfolio . . . . . . . . . . . . . . . . . . 4.37% 4.53% 3.77% 3.92% 1.94% 1.88%
</TABLE>
<TABLE>
<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%
</TABLE>
__________________________
(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>
<CAPTION>
CREDIT LOSS/REPOSSESSION EXPERIENCE(1)
Year Ended December 31,
1996 1995 1994 1993 1992 1991
(Dollars in Millions)
<S> <C> <C> <C> <C> <C> <C>
Average Amount Outstanding
During the Period . . . . . . . . . $ 21,062 $19,486 $15,517 $12,882 $11,818 $12,709
Average Number of Contracts
Outstanding During the Period . . . 1,671,405 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 . . . . . . . . . . . 9.05% 14.8% 17.0% 16.2% 15.8% 21.7%
Repossessions as a Percent of
Average Number of Contracts
Outstanding . . . . . . . . . . . . 3.82% 3.05% 2.36% 2.15% 2.31% 2.63%
Net Losses as a Percent of
Liquidations(2)(3) . . . . . . . . 3.17% 2.25% 1.38% 1.34% 1.71% 2.28%
Net Losses as a Percent of
Average Amount Outstanding(2) . . . 1.68% 1.16% 0.73% 0.75% 0.97% 1.21%
</TABLE>
_____________________
(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.
During the fourth quarter of 1995 and throughout 1996, the Seller
experienced higher credit losses on automotive retail receivables. The
Seller's management attributes the increased losses to the combined effect of
a deterioration in consumer credit markets, an increase in the frequency of
repossessions and the organizational realignments within the Seller that
affected retail collections. Recent credit loss experience may continue
while continued actions are taken to improve the credit mix and servicing of
the Seller's automotive retail receivables. However, no assurance can be
given as to the future results.
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 2.89% of the Receivables represent
contracts with recourse to Dealers.
