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
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-38873
Securities to be registered pursuant to Section 12(g) of the Act:
6.689% Auto Loan Asset Backed Certificates, Series 1997-1
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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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-22 to S-29 of the Prospectus Supplement dated July 24,
1997 (related to the offering of $700,000,000 of CARCO Auto Loan Master Trust
6.689% Auto Loan Asset Backed Certificates, Series 1997-1 (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-22
to S-29 of the Prospectus Supplement is incorporated herein by reference.
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<PAGE>
Item 2. Exhibits.
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The following exhibits are filed with this Registration Statement:
1 Copy of a 6.689% Auto Loan Asset Backed Certificate,
Series 1997-1.
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.
3
<PAGE>
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 1997-1 Supplement dated as of July 31, 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 Annual Report on
Form 10-K for the year ended December 31, 1997, and incorporated
herein by reference.
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<PAGE>
SIGNATURE
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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, 1998
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<PAGE>
EXHIBIT INDEX
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No. Description of Exhibit
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(1) Copy of a 6.689% Auto Loan
Asset Backed Certificate,
Series 1997-1.
(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 incor-
porated 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)
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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 1997-1 Supplement
dated as of July 31, 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 Annual Report on Form 10-K
for the year ended December 31, 1997,
and incorporated herein by reference.
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EXHIBIT 1
FACE OF CERTIFICATE
Initial Invested Amount:
REGISTERED $100,000,000
Certificate No. R-4
CUSIP NO. 141389AY2
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
6.689% AUTO LOAN
ASSET BACKED CERTIFICATES, SERIES 1997-1
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.
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.
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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 /s/ DM Cantwell
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Name:
Title:
Dated: August 18, 1997
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 /s/ Leslie P. Reichwern
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Authorized Officer
