CONFORMED COPY
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CARCO Auto Loan Master Trust
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(Exact Name of registrant as specified in its charter)
New York Not Applicable
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(State of incorporation (IRS Employer
or organization) Identification No.)
27777 Franklin Road
Southfield, MI 48034-8286
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to
be registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Floating Rate Auto Loan Asset Backed Certificates, Series
1996-2
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item is set forth under the heading
"Description of the Certificates" on pages 26 to 53 of the Prospectus, dated
October 25, 1996 (related to CARCO Auto Loan Master Trust Auto Loan Asset
Backed Certificates (the "Prospectus")) and under the heading "Series
Provisions" on pages S-19 to S-33 of the Prospectus Supplement dated December
6, 1996 (related to the offering of $500,000,000 of CARCO Auto Loan Master
Trust Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2 (the
"Prospectus Supplement")). The Prospectus and the Prospectus Supplement were
electronically transmitted to the Commission for filing on December 9, 1996,
with reference to Registration Statement No. 33-55795 and in compliance with
Rule 424(b)(2) adopted under the Securities Act of 1933, as amended. The
material under the heading "Description of the Certificates" on pages 26 to
53 of the Prospectus and under the heading "Series Provisions" on pages S-19
to S-33 of the Prospectus Supplement is incorporated herein by reference.
2
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Item 2. Exhibits.
The following exhibits are filed with this Registration Statement:
1 Copy of a Floating Rate Auto Loan Asset Backed Certificate,
Series 1996-2.
2.1. Copy of the Pooling and Servicing Agreement, dated as of May
31, 1991, among Chrysler Auto Receivables Company, as Seller,
Chrysler Credit Corporation, as Servicer and Manufacturers and
Traders Trust Company, as Trustee. Filed as Exhibit 2 to CARCO
Auto Loan Master Trust's Registration Statement on Form 8-A
dated July 31, 1991, and incorporated herein by reference.
2.2. Copy of the First Amendment dated as of August 6, 1992
to the Pooling and Servicing Agreement dated as of May 31,
1991, as assigned by Chrysler Auto Receivables Company to U.S.
Auto Receivables Company ("USA") on August 8, 1991, among USA,
as Seller, Chrysler Credit Corporation, as Servicer and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 2.2 to CARCO Auto Loan Master Trust's Registration
Statement on Form 8-A dated September 14, 1992, and
incorporated herein by reference.
2.3. Copy of the Second Amendment dated as of September 21,
1993 to the Pooling and Servicing Agreement dated as of May
31, 1991, as assigned by Chrysler Auto Receivables Company to
U.S. Auto Receivables Company ("USA") on August 8, 1991, among
USA, as Seller, Chrysler Credit Corporation, as Servicer and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 4.3 to USA's Registration Statement on Form S-1 (File
No. 33-71044) and incorporated herein by reference.
2.4. Copy of Agreement of Resignation, Appointment and Acceptance
dated as of August 23, 1996, by and among U.S. Auto
Receivables Company, Chrysler Financial Corporation,
Manufacturers and Traders Trust Company, and The Bank of New
York. Filed as Exhibit 4-DD to the Trust's Quarterly Report on
Form 10-Q for the period ended September 30, 1996, and
incorporated herein by reference.
3
<PAGE>
3. Copy of the Series 1996-2 Supplement dated as of November 30,
1996, among U.S. Auto Receivables Company, as Seller, Chrysler
Financial Corporation, as Servicer, and The Bank of New York,
as Trustee. Filed as Exhibit 4-FF to the Trust's Annual Report
on Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CARCO Auto Loan Master Trust
By: Chrysler Financial Corporation, as
Servicer
By: /s/ D. H. Olsen
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D. H. Olsen
Assistant Treasurer
Dated: April 29, 1997
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<PAGE>
EXHIBIT INDEX
No. Description of Exhibit
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(1) Copy of a Floating Rate Auto Loan
Asset Backed Certificate,
Series 1996-2.
(2.1) Copy of the Pooling and Servicing Agreement, dated as of May
31, 1991, among Chrysler Auto Receivables Company, as Seller,
Chrysler Credit Corporation, as Servicer, and Manufacturers
and Traders Trust Company, as Trustee. Filed as Exhibit 2 to
CARCO Auto Loan Master Trust's Registration Statement on Form
8-A dated July 31, 1991, and incorporated herein by reference.
(2.2) Copy of the First Amendment dated as of August 6, 1992 to the
Pooling and Servicing Agreement dated as of May 31, 1991, as
assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company ("USA") on August 8, 1991, among USA, as
Seller, Chrysler Credit Corporation, as Servicer and
Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 2.2 to CARCO Auto Loan Master Trust's Registration
Statement on Form 8-A dated September 14, 1992, and
incorporated herein by reference.
(2.3) Copy of the Second Amendment dated as of September 21, 1993 to
the Pooling and Servicing Agreement dated as of May 31, 1991,
as assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company ("USA") on August 8, 1991, among USA, as
Seller, Chrysler Credit Corporation, as Servicer and
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<PAGE>
EXHIBIT INDEX
(continued)
No. Description of Exhibit
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Manufacturers and Traders Trust Company, as Trustee. Filed as
Exhibit 4.3 to USA's Registration Statement on Form S-1(File
No. 33-70144) and incorporated herein by reference.
(2.4.) Copy of Agreement of Resignation, Appointment and
Acceptance dated as of August 23, 1996, by and among U.S. Auto
Receivables Company, Chrysler Financial Corporation,
Manufacturers and Traders Trust Company, and The Bank of New
York. Filed as Exhibit 4-DD to the Trust's Quarterly Report on
Form 10-Q for the period ended September 30, 1996, and
incorporated herein by reference.
(3) Copy of the Series 1996-2 Supplement dated as of November 30,
1996, among U.S. Auto Receivables Company, as Seller,Chrysler
Financial Corporation, as Servicer, and The Bank of New York,
as Trustee. Filed as Exhibit 4-FF to the Trust's Annual Report
on Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
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EXHIBIT 1
[FORM OF CERTIFICATE]
FACE OF CERTIFICATE
Initial
REGISTERED Invested Amount: 1/
$[ ]
Certificate No. R-[ ]
CUSIP NO. [ ]
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
CARCO AUTO LOAN MASTER TRUST
FLOATING RATE AUTO LOAN
ASSET BACKED CERTIFICATES, SERIES 1996-2
evidencing a fractional undivided interest in certain
assets of the
CARCO AUTO LOAN MASTER TRUST
the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
receivables (the "Receivables") generated from time to time in the ordinary
course of business in a portfolio of revolving financing arrangements (the
"Accounts") of Chrysler Financial Corporation meeting certain eligibility
criteria. This certificate (a "Certificate") does not represent an interest
in, or obligation of, U.S. Auto Receivables Company (the "Seller" or "USA"),
Chrysler Financial Corporation or any affiliate thereof.
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1/ Denominations of $1,000 and integral multiples of $1,000 in excess
thereof.
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Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and
Servicing Agreement referred to on the reverse side hereof or be valid for
any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Seller has caused this Certificate to
be duly executed.
U.S. AUTO RECEIVABLES COMPANY,
by
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Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.
THE BANK OF NEW YORK
as Trustee,
by
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Authorized Officer
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REVERSE OF CERTIFICATE
This certifies that Cede & Co. (the "Series 1996-2
Certificateholder"), is the registered owner of a fractional undivided
interest in certain assets of the CARCO AUTO LOAN MASTER TRUST (the "Trust")
created pursuant to a Pooling and Servicing Agreement dated as of May 31,
1991, as assigned by Chrysler Auto Receivables Company to U.S. Auto
Receivables Company (the "Seller") on August 8, 1991 (as assigned and as
amended and supplemented from time to time, the "P&S"), among the Seller,
Chrysler Credit Corporation, which has been succeeded by Chrysler Financial
Corporation, as servicer (the "Servicer"), and Manufacturers and Traders
Trust Company, which has been succeeded by The Bank of New York, as trustee
(the "Trustee"), as supplemented by the Series 1996-2 Supplement dated as of
November 30, 1996 among the Seller, the Servicer and the Trustee (the "Series
Supplement"), that are allocated to the Series 1996-2 Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the
Series Supplement are hereinafter collectively referred to as the Pooling and
Servicing Agreement. The corpus of the Trust will include (a) all of the
Seller's right, title and interest in, to and under the Receivables in each
Account and all Collateral Security with respect thereto owned by the Seller
at the close of business on the Cut-Off Date, in the case of the Initial
Accounts, and on the applicable Additional Cut-Off Date, in the case of
Additional Accounts, and all monies due or to become due and all amounts
received with respect thereto and all proceeds (including "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of Michigan and
Recoveries) thereof, (b) all of the Seller's rights, remedies, powers and
privileges with respect to such Receivables under the Receivables Purchase
Agreement, (c) all of the Seller's right, title and interest in, to and under
the Receivables in each Account (other than any newly created Receivables in
any Designated Account) and all Collateral Security with respect thereto
owned by the Seller at the close of on each Transfer Date and not theretofore
conveyed to the Trust, all monies due or to become due and all amounts
received with respect thereto and all proceeds (including "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of Michigan and
Recoveries) thereof, (d) all monies on deposit in, and Eligible Investments
or other investments credited to, the Collection Account or any Series
Account, (e) any Enhancements and (f) all other assets and interests
constituting the Trust. In addition to the Certificates, the Seller's
Certificate
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4
will be issued pursuant to the Pooling and Servicing Agreement which will
represent the Seller's Interest in the Trust. The Seller's Certificate will
represent the interest in the Trust Assets not represented by the Investor
Certificates.
The Receivables consist of advances made directly or
indirectly by Chrysler Financial Corporation to domestic automobile dealers
franchised by Chrysler Corporation or any other automobile manufacturers.
Subject to the terms and conditions of the Agreement, the
Seller may from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series 1996-2
Certificateholder by virtue of the acceptance hereof assents and is bound.
Although a summary of certain provisions of the Pooling and Servicing
Agreement is set forth below, this Certificate does not purport to summarize
the Pooling and Servicing Agreement and reference is made to the Pooling and
Servicing Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Pooling and Servicing
Agreement (without schedules and exhibits) may be requested from the Trustee
by writing to the Trustee at The Bank of New York, 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust Office. To the extent not
defined herein, the capitalized terms used herein have the meanings ascribed
to them in the Pooling and Servicing Agreement.
The Seller has entered into the Pooling and Servicing
Agreement and the Series 1996-2 Certificates have been (or will be) issued
with the intention that the Series 1996-2 Certificates will qualify under
applicable tax law as indebtedness of the Seller secured by the Receivables.
The Seller, each Beneficiary and each Certificateholder and Certificate
Owner, by the acceptance of its Certificate or Book-Entry Certificate, as
applicable, agrees to treat the Series 1996-2 Certificates as indebtedness of
the Seller
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5
secured by the Receivables for Federal income taxes, state and local income,
single business and franchise taxes and any other taxes imposed on or
measured by income.
On each Distribution Date, the Trustee shall distribute to
each Series 1996-2 Certificateholder of record at the close of business on
the day preceding such Distribution Date (each a "Record Date") such
Certificateholder's pro rata share (based on the aggregate fractional
undivided interest represented by the Series 1996-2 Certificates held by such
Certificateholder, except as otherwise provided in the Pooling and Servicing
Agreement) of such amounts on deposit in the Collection Account and any
Series Account as are payable in respect of the Series 1996-2 Certificates
pursuant to the Pooling and Servicing Agreement. Distributions with respect
to this Certificate will be made by the Trustee by check mailed to the
address of the Certificateholder of record appearing in the Certificate
Register without the presentation or surrender of this Certificate or the
making of any notation thereon (except for the final distribution in respect
of this Certificate) except that with respect to Series 1996-2 Certificates
registered in the name of a Depository, including Cede & Co., the nominee for
The Depository Trust Company, distributions will be made in immediately
available funds. Final payment of this Certificate will be made only upon
presentation and surrender of this Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Certificateholder in accordance with the Pooling and Servicing Agreement.
On the Distribution Date occurring after the Invested Amount
is reduced to $50,000,000 or less, the Seller has the option, subject to the
condition set forth in Section 7.01(c) of the Series Supplement, to purchase
the entire Series 1996-2 Certificateholders' Interest in the Trust. The
purchase price will be equal to the Reassignment Amount (as defined in the
Series Supplement).
This Certificate does not represent an obligation of, or an
interest in, Chrysler Corporation, the Seller, the Servicer, or any affiliate
of any of them and is not insured or guaranteed by any governmental agency or
instrumentality. This Certificate is limited in right of payment to certain
Collections with respect to the Receivables (and certain other amounts), all
as more specifically set forth herein and in the Pooling and Servicing
Agreement.
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6
The Pooling and Servicing Agreement may be amended from time
to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee, without the consent
of any of the Series 1996-2 Certificateholders, so long as any such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of the Certificateholders of any outstanding
Series. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under the
Pooling and Servicing Agreement or otherwise. Notwithstanding anything
contained therein to the contrary, the Trustee, with the consent of any
Enhancement Providers, may at any time and from time to time amend, modify or
supplement the form of Distribution Date Statement.
The Pooling and Servicing Agreement may also be amended from
time to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee with the consent of
the Holders of Investor Certificates evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the certificates of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the
rights of the Investor Certificateholders; provided, however, that no such
amendment to the Pooling and Servicing Agreement shall (i) reduce in any
manner the amount of or delay the timing of distributions to be made to
Investor Certificateholders or deposits of amounts to be so distributed
without the consent of such each affected Investor Certificateholder; (ii)
change the definition or the manner of calculating any certificateholders'
interest without the consent of each affected Investor Certificateholder;
(iii) reduce the amount available under any Enhancement without the consent
of each affected Investor Certificateholder; (iv) adversely affect the rating
of any Series or class by each Rating Agency without the consent of the
holders of certificates of such Series or class evidencing not less than
66-2/3% of the aggregate unpaid principal amount of the Investor Certificates
of such Series or Class or (v) reduce the aforesaid percentage required to
consent to any such amendment without the consent of all Investor
Certificateholders. The Pooling and Servicing Agreement may not be amended in
any manner which
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adversely affects the interests of any Enhancement Provider without its prior
consent.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency maintained
by the Trustee in New York, New York, accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the Holder
hereof or such Holder's attorney duly authorized, and thereupon one or more
new Series 1996-2 Certificates of authorized denominations evidencing the
same aggregate fractional undivided interest will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Series 1996-2 Certificates are
exchangeable for new Series 1996-2 Certificates evidencing like aggregate
fractional undivided interests as requested by the Certificateholder
surrendering such Certificates. No service charge may be imposed for any
such exchange but the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Transfer Agent and Registrar
and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither
the Servicer nor the Trustee, the Transfer Agent and Registrar, nor any agent
of any of them, shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.
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ASSIGNMENT
Social Security or other identifying number of assignee
______________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________________________________________
_____________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ___________ ____________________*
Signature Guaranteed:
_____________________
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(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate
in every particular, without alteration, enlargement or any change
whatsoever.
