CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1998
------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ___________ to ____________
Commission file number -
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CARCO AUTO LOAN MASTER TRUST
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York Not Applicable
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3058
-------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) 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. Yes __ X __ No _______
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The interim financial data presented herein are unaudited, but in the opinion
of management reflect all adjustments necessary for a fair presentation of
such information (see Note 1). Results for interim periods should not be
considered indicative of results for a full year.
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
<TABLE>
<CAPTION>
March 31,
--------------------
1998 1997
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Cash and Cash Equivalents (Note 2) $ 87.8 $ 113.4
Receivables (Note 4) 8,757.5 8,886.2
-------- --------
TOTAL ASSETS $8,845.3 $8,999.6
======== ========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 87.8 $ 113.4
Asset Backed Certificates (Notes 3 and 4) 8,757.5 8,886.2
-------- --------
TOTAL LIABILITIES AND EQUITY $8,845.3 $8,999.6
======== ========
<FN>
See Notes to Financial Statements.
</TABLE>
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------
1998 1997
---- ----
(unaudited)
<S> <C> <C>
CASH RECEIPTS
Collections of Interest $158.5 $177.2
Collections of Principal 250.0 --
------ ------
TOTAL CASH RECEIPTS 408.5 177.2
------ ------
CASH DISBURSEMENTS
Distribution of Principal 250.0 --
Distributions of Interest 151.7 168.6
Distributions from Subordinated Accounts 2.5 --
Distributions of Servicer Fees 14.5 16.1
------ ------
TOTAL CASH DISBURSEMENTS 418.7 184.7
------ ------
CHANGE IN CASH AND CASH EQUIVALENTS (10.2) (7.5)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 98.0 120.9
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 87.8 $113.4
====== ======
<FN>
See Notes to Financial Statements.
</TABLE>
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of CARCO Auto Loan Master Trust (the "Trust") are
prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than generally accepted accounting
principles. The primary difference from the accrual basis to this basis is
that the financial statements do not record accrued interest receivable on
the Receivables or accrued interest payable on the Certificates from the most
recent Distribution Date to the balance sheet date.
Derivative Financial Instruments
The Trust uses derivative financial instruments to manage its exposure
arising from declines in interest rates. The derivative financial instruments
used have been limited to interest rate swap agreements. The Trust does not
use derivative financial instruments for trading purposes.
Interest differentials resulting from interest rate swap agreements are
recorded on a cash basis as an adjustment to interest collections.
NOTE 2 - CASH AND CASH EQUIVALENTS
Short-term instruments with a maturity of less than 30 days when purchased
are considered to be cash equivalents. Prior to January 1, 1996, Chrysler
Credit Corporation ("CCC") was required to remit collections within two
business days of receipt to one or more accounts in the name of the Trustee.
On a daily basis, all funds so deposited were invested in short-term
instruments pending distribution. On December 31, 1995, CCC merged with and
into Chrysler Financial Corporation ("CFC"). CFC now remits collections to
the Trust.
NOTE 3 - RELATED PARTIES
U.S. Auto Receivables Company ("USA") is, and CCC was, a wholly-owned
subsidiary of CFC. On December 31, 1995, CCC merged with and into CFC. On May
7, 1998, CFC's parent, Chrysler Corporation ("Chrysler"), announced that it
and Daimler-Benz Aktiengesellschaft ("Daimler"), and Oppenheim
Aktiengesellschaft ("Newco") entered into a Business Combination Agreement
(the "Business Combination Agreement") providing, subject to the terms and
conditions set forth therein, for (i) the merger of a special purpose merger
subsidiary with and into Chrysler; (ii) an offer by Newco to exchange one
Newco ordinary share of stock for each Daimler ordinary share of stock; and
(iii) the merger of Daimler with and into Newco. As a result of these
transactions, Newco will be owned by the stockholders of Chrysler and
Daimler, and Chrysler will be a wholly owned subsidiary of Newco. Consummation
of the transactions contemplated by the Business Combination Agreement is
subject to the approval of Chrysler's and Daimler's stockholders and Daimler's
Supervisory Board, the receipt of certain regulatory approvals, and the
satisfaction or waiver of various other conditions.
5
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALES OF CERTIFICATES
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
<TABLE>
<CAPTION>
Issue Principal Amount
Date Series Description (in millions)
- ----- ------------------ ----------------
<S> <C> <C>
6/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-1 $400.0 (1)
8/91 7 3/8% Auto Loan Asset Backed Certificates, Series 1991-2 $250.0 (1)
8/91 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3 $750.0 (1)
10/91 Floating Rate Auto Loan Asset Backed Certificates, Series 1991-4 $500.0 (1)
12/91 Money Market Auto Loan Asset Backed Certificates, Series A $300.0 (1)
3/92 Money Market Auto Loan Asset Backed Certificates, Series B $350.0 (1)
5/92 Money Market Auto Loan Asset Backed Certificates, Series C $150.0 (1)
7/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-1 $400.0 (1)
10/92 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2 $400.0 (1)
2/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1 $250.0 (1)
11/93 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Class A-1 Money Market Extendible Certificates $288.5
Class A-1 Money Market Extendible Certificates $111.5 (1)
Class A-2 Medium Term Certificates $100.0
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500.0
12/94 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2 $500.0 (1)
12/94 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3 $350.0 (1)
1/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1 $600.0
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500.0
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500.0
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250.0
11/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1 $500.0
12/96 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2 $500.0
8/97 6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $700.0
<FN>
(1) Series matured prior to March 31, 1998. Refer to Note 5 for further
details.
</TABLE>
Receivables in excess of total investor's certificates outstanding at March
31, 1998 and 1997 are represented by Certificates held by USA.
6
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS
<TABLE>
<CAPTION>
Expected
Interest Interest Principal Maturity
Series Rate Payments Payments(1) Date(2)
- ------ -------- -------- ----------- --------
<S> <C> <C> <C> <C>
91-3 7 7/8% Semi-Annually 8/1996 Matured
92-2 LIBOR + 0.35% Monthly 10/1997 Matured
93-1 LIBOR + 0.28% Monthly 2/1998 Matured
93-2 A-1 Comm Paper + 0.075% Monthly 11/1997(3) Matured
A-1 Comm Paper + 0.075% Monthly -- 11/1998
A-2 LIBOR + 0.26% Monthly -- 11/1998
94-1 LIBOR + 0.18% Monthly -- 10/1999
94-2 7 7/8% Semi-Annually 8/1997 Matured
94-3 8 1/8% Annually 11/1997 Matured
95-1 LIBOR + 0.16% Monthly -- 7/1998
95-2 LIBOR + 0.13% Monthly -- 3/2000
95-3 Fed Funds + 0.25% Monthly -- 6/1998
95-4 Fed Funds + 0.26% Monthly -- 5/1998
95-4A Fed Funds + 0.26% Monthly -- 7/1998
95-5 Comm Paper + 0.1875% Monthly -- 2/2000
96-1 LIBOR + 0.135% Monthly -- 11/2003
96-2 LIBOR + 0.05% Monthly -- 12/2001
97-1 6.689% (4) Monthly -- 8/2004
<FN>
(1) The dates listed are the Distribution Dates on which the principal of the
Certificates were paid.
(2) The date listed is the Distribution Date on which the principal of the
Certificates is scheduled to be paid, however, the principal of the
Certificates may be paid earlier under certain circumstances described
in the related prospectus.
(3) In November 1997, $111.5 million of principal on Series 1993-2 was paid
to Certificateholders.
(4) In connection with this Series, the Trust entered into an interest rate
swap agreement with AIG Financial Products Corporation ("AIG"), the
notional amount of which is equal to the principal amount of the
related Certificates. Under this agreement, AIG paid the Trust interest
at the Certificate Rate, and the Trust paid interest to AIG based on a
floating rate of LIBOR plus 0.25%.
</TABLE>
7
<PAGE>
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - FEDERAL INCOME TAXES
The Certificates, in the opinion of outside legal counsel, will not be
characterized as debt of the Trust for federal income tax purposes.
Certificate holders will be subject to income tax on interest earned with
respect to the Certificates.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Certificates were issued by the Trust evidencing undivided
interests in certain assets of the Trust:
<TABLE>
<CAPTION>
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
<S> <C>
August 1991 7 7/8% Auto Loan Asset Backed Certificates, Series 1991-3
August 1996 $750 million
October 1992 Floating Rate Auto Loan Asset Backed Certificates, Series 1992-2
October 1997 $400 million
February 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-1
February 1998 $250 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
Outstanding $388.5 million
November 1993 Floating Rate Auto Loan Asset Backed Certificates, Series 1993-2
November 1997 $111.5 million
October 1994 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1
Outstanding $500 million
December 1994 7 7/8% Auto Loan Asset Backed Certificates, Series 1994-2
August 1997 $500 million
December 1994 8 1/8% Auto Loan Asset Backed Certificates, Series 1994-3
November 1997 $350 million
January 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-1
Outstanding $600 million
March 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
Outstanding $600 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3
Outstanding $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
Outstanding $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
Outstanding $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
Outstanding $250 million
</TABLE>
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
<TABLE>
<CAPTION>
Issue Date Series Description
Maturity Date Principal Amount
- ------------- ------------------
<S> <C>
November 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-1
Outstanding $500 million
December 1996 Floating Rate Auto Loan Asset Backed Certificates, Series 1996-2
Outstanding $500 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
Outstanding $700 million
</TABLE>
Chrysler Credit Corporation ("CCC") serviced the Receivables for a fee prior
to January 1, 1996. On December 31, 1995 CCC merged with and into Chrysler
Financial Corporation ("CFC"). CFC has serviced the Receivables for a fee
since this merger.
Pursuant to an Agreement of Resignation, Appointment and Acceptance dated as
of August 23, 1996, Manufacturers and Traders Trust Company resigned as the
Trustee of the Trust and The Bank of New York became the Trustee of the
Trust.
The Trust has no employees.
10
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1, 2, 3, 4, 5.
There is nothing to report with regard to these items.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177
and incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit 3-B
to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1991, and incorporated herein by reference.
4-A 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 the Trust's
Registration Statement on Form 8-A dated July 31, 1991, and
incorporated herein by reference.
4-B Series 1991-1 Supplement to the Pooling and Servicing
Agreement, dated as of May 31, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated July 31, 1991, and incorporated
herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and
incorporated herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and
incorporated herein by reference.
4-E Series 1991-4 Supplement, dated as of September 30, 1991,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991,
and incorporated herein by reference.
4-F Series A Supplement, dated as of November 30, 1991, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-F to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-G First Amendment, dated as of November 8, 1991, to the Series
1991-2 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables
Company, as Seller, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-G to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-H First Amendment, dated as of November 8, 1991, to the Series
1991-3 Supplement, dated as of June 30, 1991, among Chrysler
Credit Corporation, as Servicer, U.S. Auto Receivables
Company, as Seller, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-H to the Trust's
Quarterly Report on Form 10-Q for the period ended March 31,
1992, and incorporated herein by reference.
4-I Series B Supplement, dated as of March 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-I to the Trust's
Quarterly Report on Form 10-Q for the period ended March 31,
1992, and incorporated herein by reference.
4-J Series C Supplement, dated as of May 1, 1992, among U.S. Auto
Receivables Company, as Seller, Chrysler Credit Corporation,
as Servicer, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 4-J to the Trust's Quarterly Report
on Form 10-Q for the period ended June 30, 1992, and
incorporated herein by reference.
4-K 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 the
Trust's Registration Statement on Form 8-A dated September 14,
1992, and incorporated herein by reference.
4-L Series 1992-1 Supplement dated as of July 1, 1992, among U.S.
Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated September 14, 1992,
and incorporated herein by reference.
4-M First Amendment dated as of August 24, 1992 to the Series
1991-1 Supplement dated as of May 31, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-M to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-N Second Amendment dated as of August 24, 1992 to the Series
1991-2 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-N to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-O Second Amendment dated as of August 24, 1992 to the Series
1991-3 Supplement dated as of June 30, 1991, among U.S. Auto
Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-O to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the Series
1991-4 Supplement dated as of September 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-P to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-Q Series 1992-2 Supplement dated as of October 1, 1992, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated October 30, 1992, and
incorporated herein by reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 15, 1993, and
incorporated herein by reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 6, 1993, and
incorporated herein by reference.
4-T Second Amendment dated as of September 21, 1993, to 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.
33-70144) and incorporated herein by reference.
4-U Series 1994-1 Supplement dated as of September 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994,
and incorporated herein by reference.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-V Series 1994-2 Supplement dated as of October 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 22, 1994,
and incorporated herein by reference.
4-W Series 1994-3 Supplement dated as of November 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-W to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.
4-X Series 1995-1 Supplement dated as of December 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated January 19, 1995, and
incorporated herein by reference.
4-Y Series 1995-2 Supplement dated as of February 28, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
4-Z Series 1995-3 Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-Z to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-AA to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-BB to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-CC Series 1995-5 Supplement dated as of November 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, and joined in by Societe Generale,
Chicago Branch, as Agent. Filed as Exhibit 4-CC to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference.
4-DD 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.
14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-EE Series 1996-1 Supplement dated as of September 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-EE to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-FF 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-GG Series 1997-1 Supplement dated as of July 24, 1997, 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-GG to the Trust's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1998,
and incorporated herein by reference.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed by the Trust during the quarter
for which this report is filed.
15
<PAGE>
CARCO AUTO LOAN MASTER TRUST
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 thereunto duly authorized.
CARCO Auto Loan Master Trust (Registrant)
By: Chrysler Financial Corporation, as Servicer
-------------------------------------------
Date: May 12, 1998 By: /s/ T. F. Gilman
-------------------------------------------
T. F. Gilman, Vice President and Controller
Principal Accounting Officer
16
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
3-A Certificate of Incorporation of U.S. Auto Receivables Company.
Filed as Exhibit 3.1 to Registration Statement No. 33-41177
and incorporated herein by reference.
3-B By-laws of U.S. Auto Receivables Company. Filed as Exhibit
3-B to the Trust's Annual Report on Form 10-K for the year
ended December 31, 1991, and incorporated herein by reference.
4-A 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
the Trust's Registration Statement on Form 8-A dated July 31,
1991, and incorporated herein by reference.
4-B Series 1991-1 Supplement to the Pooling and Servicing
Agreement, dated as of May 31, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated July 31, 1991, and incorporated
herein by reference.
4-C Series 1991-2 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and
incorporated herein by reference.
4-D Series 1991-3 Supplement to the Pooling and Servicing
Agreement, dated as of June 30, 1991, among Chrysler Credit
Corporation, as Servicer, Chrysler Auto Receivables Company,
as Seller, and Manufacturers and Traders Trust Company, as
Trustee. Filed as Exhibit 3 to the Trust's Registration
Statement on Form 8-A dated November 18, 1991, and
incorporated herein by reference.
E-1
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-E Series 1991-4 Supplement, dated as of September 30,
1991, among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 20, 1991,
and incorporated herein by reference.
4-F Series A Supplement, dated as of November 30, 1991,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 4-F to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-G First Amendment, dated as of November 8, 1991, to the
Series 1991-2 Supplement, dated as of June 30, 1991, among
Chrysler Credit Corporation, as Servicer, U.S. Auto
Receivables Company, as Seller, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 4-G to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1991, and incorporated herein by reference.
4-H First Amendment, dated as of November 8, 1991, to the
Series 1991-3 Supplement, dated as of June 30, 1991, among
Chrysler Credit Corporation, as Servicer, U.S. Auto
Receivables Company, as Seller, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 4-H to the Trust's
Quarterly Report on Form 10-Q for the period ended March 31,
1992, and incorporated herein by reference.
4-I Series B Supplement, dated as of March 1, 1992 among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-I to the Trust's
Quarterly Report on Form 10-Q for the period ended March 31,
1992, and incorporated herein by reference.
E-2
<PAGE>
CARCO AUTO LOAN MATER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-J Series C Supplement, dated as of May 1, 1992, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-J to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1992, and incorporated herein by reference.
4-K 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 the Trust's Registration Statement on Form 8-A
dated September 14, 1992, and incorporated herein by
reference.
4-L Series 1992-1 Supplement dated as of July 1, 1992,
among U.S. Auto Receivables Company, as Seller, Chrysler
Credit Corporation, as Servicer, and Manufacturers and Traders
Trust Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated September 14, 1992,
and incorporated herein by reference.
4-M First Amendment dated as of August 24, 1992 to the
Series 1991-1 Supplement dated as of May 31, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-M to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
E-3
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-N Second Amendment dated as of August 24, 1992 to the
Series 1991-2 Supplement dated as of June 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-N to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-O Second Amendment dated as of August 24, 1992 to the
Series 1991-3 Supplement dated as of June 30, 1991, among U.S.
Auto Receivables Company ("USA"), as seller (the "Seller"),
Chrysler Credit Corporation, as servicer (the "Servicer") and
Manufacturers and Traders Trust Company, as Trustee (the
"Trustee"), to the Pooling and Servicing Agreement dated as of
May 31, 1991, as assigned by Chrysler Auto Receivables Company
to USA on August 8, 1991, as amended by the First Amendment
dated as of August 6, 1992, among the Seller, the Servicer and
the Trustee. Filed as Exhibit 4-O to the Trust's Quarterly
Report on Form 10-Q for the period ended September 30, 1992,
and incorporated herein by reference.
4-P First Amendment dated as of August 24, 1992 to the
Series 1991-4 Supplement dated as of September 30, 1991, among
U.S. Auto Receivables Company ("USA"), as seller (the
"Seller"), Chrysler Credit Corporation, as servicer (the
"Servicer") and Manufacturers and Traders Trust Company, as
Trustee (the "Trustee"), to the Pooling and Servicing
Agreement dated as of May 31, 1991, as assigned by Chrysler
Auto Receivables Company to USA on August 8, 1991, as amended
by the First Amendment dated as of August 6, 1992, among the
Seller, the Servicer and the Trustee. Filed as Exhibit 4-P to
the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1992, and incorporated herein by reference.
E-4
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-Q Series 1992-2 Supplement dated as of October 1, 1992, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated October 30, 1992, and
incorporated herein by reference.
4-R Series 1993-1 Supplement dated as of February 1, 1993, among
U.S. auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 15, 1993, and
incorporated herein by reference.
4-S Series 1993-2 Supplement dated as of November 1, 1993, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 6, 1993, and
incorporated herein by reference.
4-T Second Amendment dated as of September 21, 1993, to 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. 33-70144)
and incorporated herein by reference.
4-U Series 1994-1 Supplement dated as of September 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated November 23, 1994,
and incorporated herein by reference.
4-V Series 1994-2 Supplement dated as of October 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated December 22, 1994,
and incorporated herein by reference.
E-5
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-W Series 1994-3 Supplement dated as of November 30, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-W to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1994, and incorporated herein by reference.
4-X Series 1995-1 Supplement dated as of December 31, 1994, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated January 19, 1995, and
incorporated herein by reference.
4-Y Series 1995-2 Supplement dated as of February 28, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 3 to the Trust's
Registration Statement on Form 8-A dated March 27, 1995, and
incorporated herein by reference.
4-Z Series 1995-3 Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-Z to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-AA Series 1995-4 Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-AA to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
4-BB Series 1995-4A Supplement dated as of April 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee. Filed as Exhibit 4-BB to the Trust's
Quarterly Report on Form 10-Q for the period ended June 30,
1995, and incorporated herein by reference.
E-6
<PAGE>
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-CC Series 1995-5 Supplement dated as of November 30, 1995, among
U.S. Auto Receivables Company, as Seller, Chrysler Credit
Corporation, as Servicer, and Manufacturers and Traders Trust
Company, as Trustee, and joined in by Societe Generale,
Chicago Branch, as Agent. Filed as Exhibit 4-CC to the Trust's
Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated herein by reference.
4-DD 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.
4-EE Series 1996-1 Supplement dated as of September 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-EE to the Trust's Annual Report on
Form 10-K for the year ended December 31, 1996, and
incorporated herein by reference.
4-FF 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-GG Series 1997-1 Supplement dated as of July 24, 1997, 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-GG to the Trust's Quarterly Report
on Form 10-Q for the period ended September 30, 1997 and
incorporated herein by reference.
27 Financial Data Schedule.
E-7
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<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> $ 88
<SECURITIES> 0
<RECEIVABLES> 8,757
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,845
<CURRENT-LIABILITIES> 88
<BONDS> 8,757
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,845
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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