SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
- ----EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended DECEMBER 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 33-63345
FORD CREDIT 1995-B GRANTOR TRUST
(Ford Credit Auto Receivables Corporation - Originator)
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(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
Employer Identification No.: 38-2973806
Address of principal executive offices: The American Road
Dearborn, Michigan 48121
Registrant's telephone number, including area code: (313)322-3000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(c) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days. XX Yes No
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PART I.
ITEM 1. BUSINESS
Ford Credit Auto Receivables Corporation ("FCARC") established the Ford
Credit 1995-B Grantor Trust (the "Trust") as of November 1, 1995 by selling
and assigning to Chemical Bank, as Trustee (the "Trustee"), property
including a pool of retail installment sale contracts secured by new and used
automobiles and light trucks (the "Receivables"), certain monies due
thereunder, security interests in the vehicles financed thereby and certain
other property in exchange for certificates representing fractional undivided
interests in the Trust (the "Certificates") consisting of two Classes of
Certificates: a) the Class A Certificates evidencing in the aggregate an
undivided ownership interest of 93.5% of the Trust, which were sold to the
public, and b) the Class B Certificate evidencing in the aggregate an
undivided ownership interest of 6.5% of the Trust, which was retained by
FCARC. The Trust does not intend to acquire additional retail installment
sale contracts and therefore the Receivable portfolio will continue to
liquidate. Ford Motor Credit Company ("Ford Credit") services the
Receivables pursuant to a Pooling and Servicing Agreement dated as of
November 1, 1995 (the "Agreement") and is compensated for acting as the
Servicer. In order to facilitate its servicing functions and minimize
administrative burdens and expenses, Ford Credit, as Servicer, retains
physical possession of the Receivables and documents relating thereto as
custodian for the Trustee. The rights of the holders of the Class B
Certificates to receive distributions with respect to the Receivables are
subordinated, to the extent described in the Agreement, to the rights of the
holders of the Class A Certificates.
ITEM 2. PROPERTIES
The property of the Trust includes retail installment sale contracts
originated on or after November 1, 1994 between dealers (the "Dealers") and
retail purchasers (the "Obligors") secured by new and used automobiles and
light trucks (the "Financed Vehicles") and, in general, all payments due
thereunder on or after November 1, 1995 (the "Cutoff Date").
The Receivables were originated by Dealers in accordance with Ford Credit's
requirements under agreements with Dealers, for assignment to Ford Credit,
have been so assigned and were sold to FCARC by Ford Credit pursuant to a
Purchase Agreement dated November 1, 1995 ("Purchase Agreement), are serviced
by Ford Credit, and evidence the indirect financing made available by Ford
Credit to the Obligors. The property of the Trust also includes (i) such
amounts as from time to time may be held in separate trust accounts
established and maintained pursuant to the Agreement, and the proceeds of
such accounts, (ii) security interests in the Financed Vehicles and any
accessions thereto, (iii) any Dealer Recourse, (iv) the right to proceeds of
credit life, credit disability, and physical damage insurance policies
covering the Financed Vehicles, (v) the rights of FCARC under the Purchase
Agreement and (vi) certain rebates of premiums and other amounts relating to
certain insurance policies and other items financed under the Receivables in
effect as of the November 1, 1995.
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Additionally, pursuant to agreements between Ford Credit and the
Dealers, the Dealers are obligated to repurchase from Ford Credit
Receivables which do not meet certain representations made by the
Dealers, as well as those covered by recourse plans ("Dealer
Recourse").
The Receivables were purchased by Ford Credit in the ordinary course of
business in accordance with Ford Credit's underwriting standards, which
emphasize the Obligor's ability to pay and creditworthiness, as well as the
asset value of the Financed Vehicle.
The Receivables were selected from Ford Credit's portfolio by several
criteria, including the following: each Receivable (i) was originated in the
United States, (ii) has a contractual Annual Percentage Rate ("APR") that
equals or exceeds 7.35%, (iii) provides for level monthly payments which
provide interest at the APR and fully amortize the amount financed over an
original term no greater than 60 months, (iv) was not more than 30 days past
due as of the Cutoff Date and has never been extended, (v) is attributable to
the purchase of a new or used automobile or light truck, and (vi) was
originated on or after November 1, 1994.
The Receivables were selected at random from Ford Credit's retail installment
sale contracts meeting the criteria described above, and no selection
procedures believed to be adverse to the Certificateholders were utilized in
selecting the Receivables from qualifying retail installment sale contracts.
In addition to required repurchases by the Dealers in cases of
misrepresentations as stated above, on November 1, 1994, less than 1.0% of
the Receivables provided recourse to the Dealer which originated the
Receivables. Dealers are generally obligated under these recourse plans for
payment of the unpaid principal balance of a defaulted contract, unless Ford
Credit fails to repossess the vehicle and deliver it to the Dealer within 90
days after default. The Dealer's obligation generally terminates after the
first 24 monthly payments are made under the related contract.
All the Receivables are prepayable at any time. If prepayments are received
on the Receivables, the actual weighted average life of the Receivables will
be shorter than that scheduled weighted average life, which is based on the
assumptions that payments will be made as scheduled, and that no prepayments
will be made. (For this purpose the term "prepayments" includes liquidations
due to default, as well as receipt of proceeds from credit life, credit
disability, and casualty insurance policies.) Weighted average life means
the average amount of time during which each dollar of principal on a
receivable is outstanding.
The rate of prepayments on the Receivables may be influenced by a variety of
economic, social and other factors, including the fact that an Obligor may
not sell or transfer a Financed Vehicle without the consent of Ford Credit.
Ford Credit believes that the actual rate of prepayments will result in a
substantially shorter weighted average life than the scheduled weighted
average life of 28.78 months. Based on the historical performance of Ford
Credit's portfolio of U. S. retail installment sale contracts for new and
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used automobiles and light trucks (including previously sold contracts which
Ford Credit continues to service), the average effective term of such
contracts ranges between 60% and 70% of their scheduled contractual term.
As of December 31, 1995, the pool consisted of 127,296 Receivables, of which
2,167, representing payments of $28,275,629.34 were delinquent 30 - 59 days;
204, representing payments of $2,750,554.76, were delinquent 60 - 89 days; 1,
representing a payment of $13,089.92, was delinquent 90 - 119 days; and 2,
representing payments of $18,135.27 were delinquent over 120 days.
Additional information concerning the pool balance, payment of principal and
interest, prepayments, the servicing fee, the weighted average maturity and
seasoning, the pool factor, and other information relating to the pool of
Receivables may be obtained in the monthly reports provided to Chemical Bank
by Ford Credit as Servicer (Exhibits 19-A through 19-G).
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
ITEM II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
There were 65 Class A Certificateholders as of January 11, 1996. There is no
established public trading market for the Certificates.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Nothing to report.
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(3) Amount and
nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
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5.90% Asset Bankers Trust Company $160,940 9.8%
Backed Corporate Securities Division
Certificates, 16 Wall Street, Level D
Class A New York, NY 10005
5.90% Asset The Chase Manhattan $459,255 28.1%
Backed Bank, N. A.
Certificates, 3B-Proxy Department
Class A 1 Chase Manhattan Plaza
New York, NY 10081
5.90% Asset Boston Safe Deposit & $ 86,695 5.3%
Backed & Trust Co.
Certificates, c/o ADP Proxy Services
Class A 51 Edgewood, NY 11717
5.90% Asset PNC National Association $151,560 9.3%
Backed c/o ADP Proxy Services
Certificates, 51 Mercedes Way
Class A Edgewood, NY 11717
5.90% Asset Bank of New York $127,440 7.8%
Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Class A
5.90% Asset Morgan Guaranty Trust $176,000 10.7%
Backed Company of New York
Certificates, 37 Wall Street, 16th Floor
Class A New York, NY 10260
5.90% Asset SSB Custodian $193,675 11.8%
Backed c/o ADP Proxy Services
Certificates, 51 Mercedes Way
Class A Edgewood, NY 11717
*As of January 11, 1996
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a)3. Exhibits
Designation Description Method of Filing
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Exhibit 3-A Restated Certificate of Filed as Exhibit 3.1 to
Incorporation of Ford Ford Credit Auto
Credit Auto Receivables Receivables Corporation's
Corporation. Registration Statement on
Form S-1 (33-39027) and
incorporated herein by
reference.
Exhibit 3-B By-Laws of Ford Credit Filed as Exhibit 3.2 to
Auto Receivables Corpora- Ford Credit Auto Receiv-
tion. ables Corporation's
Registration Statement on
Form S-1 (No. 33-39027)
and incorporated herein
by reference.
Exhibit 4-A Form of Pooling and Filed as Exhibit 4.2 to
Servicing Agreement dated Ford Credit 1995-B
as of November 1, 1995 Grantor Trust's Current
between Ford Credit Auto Report on Form 8-K dated
Receivables Corporation, November 28, 1995 and
as seller, Ford Credit as incorporated herein by
Servicer and Chemical Bank reference.
as Trustee.
Exhibit 4-B Prospectus dated November Filed as Exhibit 99 to
7, 1995, relating to sale Ford Credit 1995-B
of Ford Credit 1995-B Grantor Trust's Current
Grantor Trust 5.90% Asset Report on Form 8-K dated
Backed Certificates. November 28, 1995 and
incorporated herein by
reference.
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Exhibit 19-A Report for the month ended Filed as Exhibit 19 to
November 30, 1995 provided Ford Credit 1995-B
to Chemical Bank, as Grantor Trust's Current
Trustee under Ford Credit Report on Form 8-K dated
1995-B Grantor Trust. December 11, 1995 and
incorporated herein by
reference.
Exhibit 19-B Report for the month ended Filed as Exhibit 19 to
December 31, 1995 provided Ford Credit 1995-B
to Chemical Bank, as Grantor Trust's Current
Trustee under Ford Credit Report on Form 8-K dated
1995-B Grantor Trust. January 9, 1996 and
incorporated herein by
reference.
Exhibit 99 Selected Information Filed with this report.
Relating to the Receivables.
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(b) REPORTS ON FORM 8-K
The Ford Credit 1995-B Grantor Trust filed a Current Report on Form 8-K dated
November 28, 1995 regarding the pool of Receivables in the Trust and the
servicing thereof as described in the Pooling and Servicing Agreement dated
as of November 1, 1995 among Ford Credit Auto Receivables Corporation, as
Seller, Ford Motor Credit Company, as Servicer and Chemical Bank, as Trustee
filed as Exhibit 4.2, and the Prospectus dated November 7, 1995 relating to
the issuance of $1,636,265,306.01 aggregate principal amount of Ford Credit
1995-B Grantor Trust 5.90% Asset Backed Certificates, Class A filed as
Exhibit 99.
Also, see Exhibits 19-A and 19-B.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
FORD CREDIT 1995-B GRANTOR TRUST
--------------------------------
(Registrant)
March 22, 1996 By: /s/Richard P. Conrad
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Richard P. Conrad
(Assistant Secretary of Ford Credit
Auto Receivables Corporation
originator of Trust)
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
Exhibit 3-A Restated Certificate of *
Incorporation of Ford
Credit Auto Receivables
Corporation.
Exhibit 3-B By-Laws of Ford Credit *
Auto Receivables Corpora-
tion.
Exhibit 4-A Form of Pooling and *
Servicing Agreement dated
as of November 1, 1995
between Ford Credit Auto
Receivables Corporation,
as seller, Ford Credit as
Servicer and Chemical Bank
as Trustee.
Exhibit 4-B Prospectus dated November *
28, 1995, relating to sale
of Ford Credit 1995-B
Grantor Trust 5,90% Asset
Backed Certificates.
Exhibit 19-A Report for the month ended *
November 30, 1995 provided
to Chemical Bank, as
Trustee under Ford Credit
1995-B Grantor Trust.
Exhibit 19-B Report for the month ended *
December 31, 1995 provided
to Chemical Bank, as
Trustee under Ford Credit
1995-B Grantor Trust.
Exhibit 99 Selected Information Filed with this
Relating to the Receivables. Report.
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*Previously Filed
<Page 10> EXHIBIT 99
Selected Information
Relating to the Receivables
Ford Credit 1995-B Grantor Trust
Total amount of 1995 distributions to Class A
Certificateholders allocable to principal.........$ 87,814,378.20
Total amount of 1995 distributions to Class A
Certificateholders allocable to interest..........$ 15,870,287.78
Total amount of Class A servicing fees
paid in 1995 to Servicer..........................$ 2,689,879.29
