CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 24, 2000
Date of Report ........................................................
(Date of earliest event reported)
CARCO Auto Loan Master Trust
........................................................................
(Exact name of registrant as specified in its charter)
State of Delaware 333-38873 and 33-55795 None
........................................................................
(State or other jurisdiction (Commission) (IRS Employer
of incorporation) File No.) Identification No.)
27777 Franklin Rd., Southfield, Michigan 48034
........................................................................
(Address of principal executive offices)
(248) 948-3067
Registrant's telephone number, including area code......................
This filing relates to Registration Statement No. 333-38873 and 33-55795.
Item 5. Other Events.
In connection with the proposed offering of CARCO Auto Loan Master
Trust Floating Rate Auto Loan Asset Backed Certificates, Series 2000-A, Class
A-1 and Class A-2, attached as Exhibit 99 are certain materials prepared by
Chrysler Financial Company L.L.C. that are required to be filed pursuant to
the no-action letter dated May 20, 1994 issued by the staff of the Securities
and Exchange Commission (the "Commission") to Kidder, Peabody Acceptance
Corporation-1, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset
Corporation and the no-action letter dated February 15, 1995 issued by the
staff of the Commission to the Public Securities Association.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Listed below are the financial statements, pro forma financial
information and exhibits, if any, filed as a part of this Report:
(a) Financial statements of businesses acquired;
None
(b) Pro forma financial information:
None
(c) Exhibits:
Exhibit 99
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CHRYSLER FINANCIAL COMPANY L.L.C.
Date: March 27, 2000 By: /s/ B.C. Babbish
------------------------------
B.C. Babbish
Assistant Secretary
-3
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- -------
99 Material prepared by Chrysler Financial Company L.L.C.
in connection with CARCO Auto Loan Master Trust Floating
Rate Auto Loan Asset Backed Certificates, Series 2000-A
pursuant to the no-action letter dated May 20, 1994
issued by the staff of the Securities and Exchange
Commission (the "Commission") to Kidder, Peabody
Acceptance Corporation-1, Kidder, Peabody & Co.
Incorporated and Kidder Structured Asset Corporation and
the no-action letter dated February 15, 1995 issued by
the staff of the Commission to the Public Securities
Association.
-4-
EXHIBIT 99
CARCO Auto Loan Master Trust Floating Rate Auto Loan Asset Backed
Certificates, Series 2000-A Structural and Collateral Materials
The information contained in the attached materials is referred to as the
"Information".
The attached Term Sheet has been prepared by Chrysler Financial Company
L.L.C. ("CFC"). Neither Morgan Stanley & Co. Incorporated ("Morgan Stanley")
nor any of its affiliates makes any representation as to the accuracy or
completeness of the Information herein. The Information contained herein is
preliminary and will be superseded by the applicable prospectus supplement
and by any other information subsequently filed with the Securities and
Exchange Commission.
The Information contained herein will be superseded by the description of the
collateral pool contained in the prospectus supplement relating to the
securities.
The Information addresses only certain aspects of the applicable security's
characteristics and thus does not provide a complete assessment. As such, the
Information may not reflect the impact of all structural characteristics of
the security. The assumptions underlying the Information, including structure
and collateral, may be modified from time to time to reflect changed
circumstances.
Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, the final prospectus supplement
relating to the securities discussed in this communication has not been filed
with the Securities and Exchange Commission. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any offer or sale of the securities discussed in this communication
in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state. Prospective purchasers are referred to the final prospectus and
prospectus supplement relating to the securities discussed in this
communication for definitive Information on any matter discussed in this
communication. Any investment decision should be based only on the data in
the prospectus and the prospectus supplement ("Offering Documents") and the
then current version of the Information. Offering Documents contain data that
is current as of their publication dates and after publication may no longer
be complete or current. A final prospectus and prospectus supplement may be
obtained by contacting the Morgan Stanley Trading Desk at 212-761-2248.
DAIMLER CHRYSLER
CARCO Auto Loan Master Trust
U.S. AUTO RECEIVABLES COMPANY, Seller
CHRYSLER FINANCIAL COMPANY L.L.C., Servicer
Subject to Revision Term Sheet dated March 24, 2000.
Issuer............................. CARCO Auto Loan Master Trust (the
"Trust").
Seller ............................ U.S. Auto Receivables Company ("USA"
or the "Seller").
Servicer........................... Chrysler Financial Company L.L.C.
("CFC" or the "Servicer"), a wholly
owned subsidiary of DaimlerChrysler
Corporation ("DaimlerChrysler").
Trustee............................ The Bank of New York (the "Trustee").
Title of Securities................ $750,000,000 Floating Rate Auto Loan
Asset Backed Certificates,
Series 2000-A (the "Series 2000-A
Certificates")
The Series 2000-A Invested
Amount ............................ The aggregate Series 2000-A Invested
Amount is expected to be $750,000,000
on the Series Issuance Date (based on
information as of the Series Cut-Off
Date) and represents the principal
amount of the Series 2000-A
Certificates invested in Receivables
as of the Series Issuance Date. The
Invested Amount is subject to decrease
to the extent funds are deposited in
the Excess Funding Account and,
subsequently, to increase to the
extent amounts are withdrawn from the
Excess Funding Account and paid to the
Seller. The Invested Amount is also
subject to reduction during the
Series 2000-A Accumulation Period and
any Early Amortization Period and at
such other times as deposits are made
to the Excess Funding Account in
connection with the payment of
Receivables.
1
The Trust's assets that are allocated
to Series 2000-A are referred to
herein as the "Series 2000-A
Certificateholders' Interest".
Interest........................... Interest on the principal balance of
the Series 2000-A Certificates will
accrue at the Series 2000-A
Certificate Rate and will be payable
to Series 2000-A Certificateholders on
the fifteenth day of each month (or,
if such day is not a business day, on
the next succeeding business day)
(each, a "Distribution Date"),
commencing April 17, 2000. Interest
will accrue for the period from and
including the most recent Distribution
Date to but excluding the next
succeeding Distribution Date (each an
"Interest Period"), except that the
first Interest Period will be the
period from and including the Series
Issuance Date to but excluding the
April 2000 Distribution Date. Interest
for any Distribution Date due but not
paid on such Distribution Date will be
due on the next Distribution Date,
together with, to the extent permitted
by applicable law, interest on such
amount at the applicable Series 2000-A
Certificate Rate calculated on the
basis of the Index. The Series 2000-A
Certificate Rate for each Interest
Period will be determined on the
second day that is both a business day
and a day on which banking
institutions in the City of London,
England are not required or authorized
by law to be closed preceding the
first day of such Interest Period. The
Series 2000-A Certificate Rate will
equal one-month LIBOR (the "Index")
for the applicable Interest Period,
plus [ ]%; provided that, if the
Series 2000-A Certificate Rate for any
Distribution Date calculated on the
basis of the Index is greater than a
rate based primarily on Interest
Collections on the Receivables and
earnings on certain Trust accounts (the
"Assets Receivables Rate"), then the
Series 2000-A Certificate Rate for
such Distribution Date will be the
Assets Receivables Rate. If the Series
2000-A Certificate Rate for any
Distribution Date is based on the
Assets Receivables Rate, the excess of
(a) the amount of interest on the
Series 2000-A Certificates that would
have accrued in respect of the related
Interest Period had interest
2
been calculated based on the Index,
over (b) the amount of interest on the
Series 2000-A Certificates actually
accrued in respect of such Interest
Period based on the Assets Receivables
Rate (such excess, together with the
unpaid portion of any such excess from
prior Distribution Dates (and interest
accrued thereon calculated on the
basis of the Index), is referred to as
a "Carry-over Amount") will be paid
on such Distribution Date from amounts
on deposit in the Yield Supplement
Account and, if such amounts are
depleted, to the extent funds are
allocated and available therefor after
making all required distributions and
deposits with respect to the Series
2000-A Certificates, including
payments with respect to principal
(including payments to the Excess
Funding Account), interest on the
Series 2000-A Certificates ("Monthly
Interest"), the monthly servicing fee
(the "Monthly Servicing Fee"), the
Reserve Fund Deposit Amount and the
investor default amount (the "Investor
Default Amount"). In addition, any
Carry-over Amount outstanding on the
final payment date with respect to the
Series 2000-A Certificates (the
"Series 2000-A Final Payment Date"),
after making the distributions
described in the preceding sentence,
will be paid on such date from (i)
certain amounts on deposit in the
Reserve Fund and (ii) certain
collections allocable to the Seller on
deposit in the Collection Account on
such date. Interest will be
calculated on the basis of the actual
number of days in each Interest Period
divided by 360.
Yield Supplement Account........... On the Series Issuance Date, the
Seller will deposit $3,000,000 (0.40%
of the principal balance of the Series
2000-A Certificates) in a trust
account which will be established by
the Seller with the Trustee (the
"Yield Supplement Account"). The Yield
Supplement Account for any
Distribution Date will equal 0.40% of
the outstanding principal balance of
the Series 2000-A Certificates for
such Distribution Date (after giving
effect to any change therein on such
Distribution Date). The Yield
Supplement Account will be funded,
from time to time, by
3
the deposit thereto of certain amounts
otherwise distributable to the Seller.
Reserve Fund....................... The "Reserve Fund" will be a trust
account established and maintained in
the name of the Trustee for the
benefit of the Series 2000-A
Certificateholders. On the Series
Issuance Date, the Seller will deposit
$2,625,000 (0.35% of the principal
balance of the Series 2000-A
Certificates) into the Reserve Fund.
The "Reserve Fund Required Amount" for
any Distribution Date will equal 0.35%
of the outstanding principal balance
of the Series 2000-A Certificates for
such Distribution Date (after giving
effect to any change therein on such
Distribution Date). The "Reserve Fund
Deposit Amount" is the amount, if any,
by which the Reserve Fund Required
Amount exceeds the amount on deposit
in the Reserve Fund. Funds in the
Reserve Fund will be invested in
investments that will mature on or
prior to the next Distribution Date.
Amounts on deposit in the Reserve Fund
will be available to pay Monthly
Interest, the Monthly Servicing Fee
and Investor Default Amounts.
Series 2000-A Expected Payment
Date............................. March 17, 2003.
Excess Funding Account ............ Except as provided below, the Excess
Funded Amount (the amount, if any, of
the Series 2000-A Certificates not
invested in Receivables) will be
maintained in a trust account
established with the Trustee (the
"Excess Funding Account").
Upon (a) the commencement of any Early
Amortization Period and (b) the
September 2002 Distribution Date, some
or all of funds on deposit in the
Excess Funding Account will be
distributed to the Series 2000-A
Certificateholders or deposited in the
Principal Funding Account.
Series 2000-A
Accumulation Period ............. Unless an Early Amortization Event
that is not cured or waived shall have
occurred, the Series 2000-A
Certificates will have a Series 2000-A
Accumulation Period of one, two,
three, four or
4
five month(s) long as described in the
following paragraph. During the Series
2000-A Accumulation Period, Principal
Collections and certain other amounts
allocable to the Series 2000-A
Certificateholders' Interest will be
deposited on each Distribution Date in
a trust account established for the
benefit of the Series 2000-A
Certificateholders (the "Principal
Funding Account") and used to make
principal distributions to the Series
2000-A Certificateholders when due.
On the September 2002 Distribution
Date and each Distribution Date
thereafter that occurs prior to the
Series 2000-A Accumulation Period
Commencement Date, the Servicer shall
calculate the Series 2000-A
Accumulation Period Length. The
"Series 2000-A Accumulation Period
Length" will be calculated on each
such date as the lesser of (i) the
number of full Collection Periods
between such Distribution Date and the
Series 2000-A Expected Payment Date
and (ii) the product, rounded upwards
to the nearest integer not greater
than five, of (a) one divided by the
lowest Monthly Payment Rate on the
Receivables during the last 12 months
and (b) a fraction, the numerator of
which is the sum of (i) the Invested
Amount as of such Distribution Date
(after giving effect to all changes
therein on such date) and (ii) the
invested amounts of all other Series
(excluding certain Series) currently
in their amortization or accumulation
periods or expected to be in their
amortization or accumulation periods
by the Series 2000-A Expected Payment
Date and the denominator of which is
the sum of the Series 2000-A Invested
Amount and the invested amounts as of
such Distribution Date (after giving
effect to all changes therein on such
date) of all other outstanding Series
(excluding certain Series) which are
expected to be outstanding on the
Series 2000-A Expected Payment Date.
The Series 2000-A Accumulation Period
Commencement Date (which will be the
first day of a Collection Period) will
occur when the number of full
Collection Periods remaining until
the Series 2000-A Expected Payment
Date first
5
equals the Series 2000-A Accumulation
Period Length as calculated above. If
the Series 2000-A Accumulation Period
Length is one month, two months, three
months, four months or five months in
length, the "Series 2000-A
Accumulation Period Commencement Date"
shall be the first day of the February
2003 Collection Period, the January
2003 Collection Period, the December
2002 Collection Period, the November
2002 Collection Period or the October
2002 Collection Period, respectively.
In addition, if at any time after the
September 2002 Distribution Date, any
other outstanding Series (excluding
certain Series) shall have entered
into an early amortization period, the
Series 2000-A Accumulation Period
Commencement Date shall be the earlier
of (i) the date that such outstanding
Series shall have entered into its
reinvestment period or early
amortization period and (ii) the
Series 2000-A Accumulation Period
Commencement Date as previously
determined.
The effect of the calculation
described above is to permit the
reduction of the length of the Series
2000-A Accumulation Period based on
the invested amounts of certain other
Series which are scheduled to be in
their revolving periods during the
Series 2000-A Accumulation Period and
on increases in the principal payment
rate, which, if continued, would
result in a shorter Series 2000-A
Accumulation Period.
Early Amortization Period.......... The Series 2000-A Certificates will
have an Early Amortization Period if
an Early Amortization Event occurs.
During an Early Amortization Period
with respect to Series 2000-A,
Principal Collections and certain
other amounts allocable to the Series
2000-A Certificateholders' Interest
will be distributed to the Series
2000-A Certificateholders monthly on
each Distribution Date beginning with
the Distribution Date following the
Collection Period in which such Early
Amortization Period commences.
The Seller is required to add
Receivables to the Trust to maintain
the principal balance of
6
Receivables in the Trust at a
specified level. The failure of the
Seller to add Receivables when
required will result in the occurrence
of an Early Amortization Event.
However, if no other Early
Amortization Event has occurred, the
Early Amortization Period resulting
from such failure will terminate and
the Series 2000-A Revolving Period
will recommence when the Seller would
no longer be required to add
Receivables to the Trust, so long as
the scheduled termination date of such
Revolving Period has not occurred.
Notwithstanding the foregoing, in the
event of the occurrence of certain
Early Amortization Events, provided
that the scheduled termination date of
the Series 2000-A Revolving Period has
not occurred, such Revolving Period
may recommence following receipt of
(i) written confirmation from each
rating agency rating the Series 2000-A
Certificates (each, a "Rating Agency")
(other than Moody's) that such Rating
Agency's rating of the Series 2000-A
Certificates will not be withdrawn or
lowered as a result of such
recommencement and (ii) the consent of
Series 2000-A Certificateholders
holding Series 2000-A Certificates
evidencing more than 50% of the
aggregate unpaid principal amount of
the Series 2000-A Certificates to such
recommencement.
Early Amortization Events ......... The Early Amortization Events with
respect to the Series 2000-A
Certificates will include each of the
following events:
1. failure on the part of USA, the
Servicer or CFC (i) to make any
payment required by the Pooling
and Servicing Agreement or the
Receivables Purchase Agreement,
(ii) to deliver a Distribution
Date Statement required by the
Pooling and Servicing Agreement,
(iii) to comply with its covenant
not to create any lien on a
Receivable or (iv) to observe or
perform in any material respect
any other covenant or agreement
set forth in the Pooling and
Servicing Agreement or the
Receivables Purchase Agreement
beyond any applicable grace
period;
7
2. any representation or warranty
made by CFC, as seller of the
Receivables to USA, in the
Receivables Purchase Agreement or
by USA in the Pooling and
Servicing Agreement or any
information required to be given
by USA to the Trustee to identify
the Accounts proves to have been
incorrect in any material respect
when made and continues to be
incorrect in any material respect
for a period of 60 days after
written notice and as a result the
interests of the
Certificateholders are materially
and adversely affected; provided,
however, that an Early
Amortization Event shall not be
deemed to occur thereunder if USA
has repurchased the related
Receivables or all such
Receivables, if applicable, during
such period in accordance with the
provisions of the Pooling and
Servicing Agreement;
3. the occurrence of certain events
of bankruptcy, insolvency or
receivership relating to CFC,
DaimlerChrysler, the Trust or the
Seller;
4. a failure by USA to convey
Receivables in Additional Accounts
to the Trust when required;
5. on any Determination Date, the
Available Subordinated Amount for
the next Distribution Date will be
reduced to an amount less than the
Required Subordinated Amount on
such Determination Date after
giving effect to the distributions
to be made on the next
Distribution Date;
6. any Service Default with respect
to the Series 2000-A Certificates
occurs;
7. on any Distribution Date, as of
the last day of the preceding
Collection Period, the aggregate
amount of Principal Receivables
relating to Used Vehicles exceeds
20% of the Pool Balance on such
last day;
8. on any Determination Date, the
average of the Monthly Payment
Rates for the three
8
preceding Collection Periods i
less than 20%;
9. any Carry-over Amount is
outstanding on six consecutive
Distribution Dates;
10. the Trust or USA becomes an
investment company within the
meaning of the Investment Company
Act of 1940, as amended; and
11. the outstanding principal amount
of the Series 2000-A Certificates
is not repaid by the Series 2000-A
Expected Payment Date.
Subordination of the Seller's
Interest .......................... If the Interest Collections,
Investment Proceeds, certain amounts
in the Reserve Fund, certain amounts
on deposit in the Yield Supplement
Account and certain other amounts
allocable to the Series 2000-A
Certificateholders for any Collection
Period are not sufficient to cover the
interest payable with respect to the
Series 2000-A Certificates on the next
Distribution Date (plus any overdue
interest and interest thereon), the
Monthly Servicing Fee for such
Distribution Date, any Investor
Default Amount for such Distribution
Date and certain other amounts, the
Available Subordinated Amount will be
applied to make up such deficiency.
The "Available Subordinated Amount"
for a Determination Date is equal to
(a) the lesser of (i) the Available
Subordinated Amount for the preceding
Determination Date, minus, with
certain limitations, the Draw Amount
for such preceding Determination Date,
minus funds from the Reserve Fund
applied to cover any portion of the
Investor Default Amount, plus the
excess, if any, of the Required
Subordinated Amount for such
Determination Date over the Required
Subordinated Amount for the
immediately preceding Determination
Date due to an increase in the
Subordination Factor, plus the amount
of Excess Servicing available to be
paid to the Seller and (ii) the
product of the fractional equivalent
of the Subordinated Percentage and
9
the Invested Amount minus (b) in the
case of clause (a)(i), the Incremental
Subordinated Amount for such preceding
Determination Date, plus (c) the
Incremental Subordinated Amount for
the current Determination Date, plus
(d) the Subordinated Percentage of
funds to be withdrawn from the Excess
Funding Account on the succeeding
Distribution Date and paid to the
Seller or allocated to one or more
Series; provided, however, (x) that,
from and after the commencement of the
Series 2000-A Accumulation Period
until the Series 2000-A Certificates
are paid in full and (y) from and
after the commencement of any Early
Amortization Period that is not
terminated as described herein until
the payment in full of the Series
2000-A Certificates, the Available
Subordinated Amount shall be
calculated based on the Invested
Amount as of the close of business on
the day preceding such Series 2000-A
Accumulation Period or Early
Amortization Period, as applicable.
The Available Subordinated Amount for
the first Determination Date is equal
to the Required Subordinated Amount.
The "Required Subordinated Amount"
shall mean, as of any date of
determination, the sum of (a) the
product of the initial Subordinated
Percentage, as adjusted from time to
time other than as a result of an
increase therein at the option of the
Seller, and the Invested Amount and
(b) the Incremental Subordinated
Amount.
The "Incremental Subordinated Amount"
on any Determination Date will equal
the result obtained by multiplying (a)
a fraction, the numerator of which is
the sum of the Invested Amount on the
last day of the immediately preceding
Collection Period and the Available
Subordinated Amount for such
Determination Date (calculated without
adding the Incremental Subordinated
Amount for such Determination Date as
described in clause (c) above), and
the denominator of which is the Pool
Balance on such last day by (b) the
excess, if any, of (x) the sum of the
Overconcentration Amount, the
Installment Balance Amount and the
aggregate amount of Ineligible
Receivables on such Determination Date
over (y) the
10
aggregate amount of Ineligible
Receivables, Receivables in Accounts
containing Dealer Overconcentrations
and Receivables in Installment
Balances, in each case that became
Defaulted Receivables during the
preceding Collection Period and are
not subject to reassignment from the
Trust, unless certain insolvency
events relating to the Seller or CFC
have occurred.
The "Subordinated Percentage" will
initially equal the percentage
equivalent of a fraction, the
numerator of which is the
Subordination Factor and the
denominator of which will be the
excess of 100% over the Subordination
Factor. The Subordination Factor will
initially be 10%, but will be subject
to increase to 11% in the event that
the rating of CFC's long-term
unsecured debt is lowered below BBB-
by Standard & Poor's or withdrawn by
Standard & Poor's, unless the Seller
receives written confirmation from
Standard & Poor's that the failure to
so increase the Subordination Factor
would not result in such Rating Agency
lowering or withdrawing its rating of
the Series 2000-A Certificates. The
Seller may, in its sole discretion,
increase at any time the Available
Subordinated Amount for so long as the
cumulative amount of such
discretionary increases does not
exceed the lesser of (i) $8,333,333.33
or (ii) 1.11% of the Invested Amount.
The Seller is not under any obligation
to increase the Available Subordinated
Amount at any time, except as
described herein. If the Available
Subordinated Amount were reduced to
less than the Required Subordinated
Amount, an Early Amortization Event
would occur. The Seller could elect to
increase the Available Subordinated
Amount at the time such an Early
Amortization Event would otherwise
occur, thus preventing or delaying the
occurrence of the Early Amortization
Event.
Required Participation
Percentage.........................
"Required Participation Percentage"
shall mean, with respect to Series
2000-A, 103%; provided, however, that
if the aggregate amount of
11
Principal Receivables due from any
Dealer or group of affiliated Dealers
at the close of business on the last
day of any Collection Period with
respect to which such determination is
being made is greater than 1.5% of the
Pool Balance on such last day, the
Required Participation Percentage
shall mean, as of such last day and
with respect to such Collection Period
and the immediately following
Collection Period only, 104%;
provided, further, that the Seller
may, upon ten days' prior notice to
the Trustee and the Rating Agencies
reduce the Required Participation
Percentage to not less than 100%, so
long as the Rating Agencies shall not
have notified the Seller or the
Servicer that any such reduction will
result in a reduction or withdrawal of
the rating of the Series 2000-A
Certificates or any other outstanding
Series or Class of Certificates.
Other Series Issuances ............ As of the date hereof, eight other
Series issued by the Trust are
outstanding.
Allocations ....................... Interest Collections, Principal
Collections and Defaulted Receivables
allocated to Series 2000-A will be
further allocated between the Series
2000-A Certificateholders' Interest
and the Seller's Interest as described
below.
Interest Collections and Defaulted
Receivables allocated to Series 2000-A
will be allocated at all times to the
Series 2000-A Certificateholders'
Interest based on the Floating
Allocation Percentage applicable
during the related Collection Period.
The Floating Allocation Percentage for
any Collection Period is the
percentage obtained by dividing the
Invested Amount on the last day of the
immediately preceding Collection
Period by the product of (x) the Pool
Balance on the last day of the
immediately preceding Collection
Period and (y) the Series Allocation
Percentage for the Collection Period
in respect of which the Floating
Allocation Percentage is being
calculated. Principal Collections
allocated to Series 2000-A will be
allocated to the Series 2000-A
Certificateholders' Interest based on
the
12
Floating Allocation Percentage during
any period (a "Nonprincipal Period")
that is not the Series 2000-A
Accumulation Period or an Early
Amortization Period and based on the
Principal Allocation Percentage during
the Series 2000-A Accumulation Period
and any Early Amortization Period.
"Principal Allocation Percentage" for
any Collection Period generally means
the percentage equivalent (which shall
never exceed 100%) of a fraction,
the numerator of which is the Invested
Amount as of the last day of the
Series 2000-A Revolving Period, if
such last day has occurred or, if such
last day has not occurred, as of the
last day of the immediately preceding
Collection Period or, after the Series
2000-A Certificates have been paid in
full, zero and the denominator of
which is the product of (x) the Pool
Balance as of such last day and (y)
the Series Allocation Percentage for
the Collection Period in respect of
which the Principal Allocation
Percentage is being calculated.
Excess Principal Collections ...... Principal Collections otherwise
allocable to other Series, to the
extent such collections are not needed
to make payments to or deposits for
the benefit of the Certificateholders
of such other Series, will be applied
to cover principal payments due to or
for the benefit of the holders of the
Series 2000-A Certificates and of
other Series of Certificates entitled
thereto.
Registration of Series 2000-A
Certificates ...................... The Series 2000-A Certificates will
initially be represented by one or
more Certificates registered in the
name of Cede & Co., as the nominee of
The Depository Trust Company ("DTC").
No person acquiring an interest in the
Series 2000-A Certificates will be
entitled to receive a definitive
certificate representing such person's
interest except under certain limited
circumstances. Series 2000-A
Certificateholders may only hold their
Series 2000-A Certificates through
DTC. Series 2000-A Certificates may
not be held through Clearstream or the
Euroclear System.
13
Servicing Fee Rate ................ 1/12 of 1.0% per month or, if the
Monthly Servicing Fee has been waived,
0.0% for the Distribution Date in
respect of which the Monthly Servicing
Fee has been waived.
Optional Repurchase ............... The Series 2000-A Certificateholders'
Interest will be subject to optional
repurchase by the Servicer on any
Distribution Date after the Invested
Amount is reduced to an amount less
than or equal to $75,000,000 (10% of
the initial outstanding principal
amount of the Series 2000-A
Certificates). The purchase price will
equal the sum of (i) the Invested
Amount on the Determination Date
preceding the Distribution Date on
which the purchase is scheduled to be
made, (ii) accrued and unpaid interest
on the Series 2000-A Certificates at
the applicable Series 2000-A
Certificate Rate (together with
interest on overdue interest) and
(iii) any outstanding Carry-over
Amount.
Series 2000-A Termination Date..... March 15, 2005.
ERISA Considerations .............. Series 2000-A Certificates may be
eligible for purchase by employee
benefit plans.
Certificate Ratings ............... It is a condition to the issuance of
the Series 2000-A Certificates that
they be rated in the highest long-term
rating category by at least one
nationally recognized rating agency. A
security rating is not a
recommendation to buy, sell or hold
securities and is subject to revision
or withdrawal in the future by the
assigning rating agency.
Series Issuance Date .............. April 4, 2000.
Series Cut-Off Date ............... March 31, 2000.
14
THE DEALER FLOORPLAN FINANCING BUSINESS
The Receivables sold to the Trust by the Seller pursuant to a Pooling
and Servicing Agreement among USA, CFC and the Trustee (the "Pooling and
Servicing Agreement") were or will be selected from extensions of credit and
advances made by DaimlerChrysler, directly or as successor to Chrysler
Corporation ("Chrysler"), and CFC, directly or as successor to Chrysler
Financial Corporation or Chrysler Credit Corporation ("CCC"), to
approximately 3,170 domestic motor vehicle dealers to finance their
automobile and light duty truck inventory. CFC, directly or as successor to
Chrysler Financial Corporation or CCC, financed 56.8% of the total number of
all DaimlerChrysler franchised dealers as of December 31, 1999. Furthermore,
CFC, directly or as successor to Chrysler Financial Corporation or CCC, has
extended credit lines to 1,174 DaimlerChrysler-franchised dealers that also
operate non-DaimlerChrysler franchises (representing approximately 38% of the
aggregate credit lines of dealers in the U.S. Wholesale Portfolio as of
December 31, 1999) and 439 non-DaimlerChrysler dealers (representing
approximately 17% of such aggregate credit lines). As of December 31, 1999,
the balance of Principal Receivables in the accounts of dealers serviced by
CFC (the "U.S. Wholesale Portfolio") was approximately $11.0 billion. CFC
currently services the U.S. Wholesale Portfolio through its Southfield
Support office and through a network of 25 zone offices located throughout
the United States.
As of December 31, 1999, the average credit lines per dealer in the
U.S. Wholesale Portfolio for new and used vehicles (which includes Auction
Vehicles) were $3.65 million and $0.48 million, respectively, and the average
balance of principal receivables per dealer was $3.45 million. As of December
31, 1999, the aggregate total receivables balance as a percentage of the
aggregate total credit line was approximately 83.6%.
The following table sets forth the percentages of dealer account
balances by year of credit line origination for the U.S. Wholesale Portfolio.
Portfolio Percentages by Year of Credit Line Origination As of
December 31, 1999
Prior to
1999 1998 1997 1996 1995 1994 1993 1993
- ---- ---- ---- ---- ---- ---- ---- --------
9.42% 7.87% 6.29% 4.23% 6.58% 3.31% 5.82% 56.48%
As of December 31, 1999, the weighted average spread over the Prime
Rate charged to dealers in the U.S. Wholesale Portfolio was approximately
0.81%.
Used Vehicles (which excludes Auction Vehicles) represented
approximately 3.63% of the aggregate principal amount of receivables in the
U.S. Wholesale Portfolio as of December 31, 1999. As of December 31, 1999,
Used Vehicles represented approximately 3.80% of the aggregate principal
amount of Receivables in the Trust (including Excluded Receivables).
The following table provides the percentage of dealers in the U.S.
Wholesale Portfolio that were subject to finance hold.
15
Finance Hold Experience
As of December 31,
1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Percentage
of Dealers... .04% 0.9% 2.1% 1.1% 1.8% 1.6% 3.2% 6.8% 9.4% 6.8%
The following table provides the number and percentage of dealers in Dealer
Trouble Status in the U.S. Wholesale Portfolio as of the dates indicated
Dealer Trouble Experience
As of December 31,
1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Number of
Dealers ...... 27 21 24 20 6 12 21 56 100 129
Percentage
of Dealers ... 0.9% 0.7% 0.7% 0.6% 0.2% 0.3% 0.6% 1.8% 3.1% 4.2%
THE ACCOUNTS
As of December 31, 1999, with respect to the Accounts in the Trust: (a)
there were approximately 2,940 Accounts and the Principal Receivables balance
was approximately $10.0 billion; (b) the average credit lines per Dealer for
new and used vehicles (which include Auction Vehicles) were approximately
$3.61 million and $0.50 million, respectively, and the average balance of
Principal Receivables per Dealer was approximately $3.41 million; and (c) the
aggregate total Receivables balance as a percentage of the aggregate total
credit line was approximately 82.8%. Unless otherwise indicated, the
statistics included in this paragraph, in the table below and under "
Geographic Distribution" with respect to the Accounts and the Receivables in
the Trust give effect to approximately $2.2 million of principal receivables
balances with respect to certain Dealers (the "Excluded Receivables" and the
"Excluded Dealers", respectively) that are in voluntary or involuntary
bankruptcy proceedings or voluntary or involuntary liquidation or that,
subject to certain limitations, are being voluntarily removed by the Seller
(or the Servicer on its behalf) from the Trust. A portion of such principal
receivables was created after such Dealers entered into such status or were
designated by the Seller (or the Servicer on its behalf) for removal from the
Trust and, as a result thereof, are owned by CFC and not the Trust. Principal
receivables balances created prior to such Dealers entering into such status
or being designated for removal from the Trust are included in the Principal
Receivables balance.
The following table sets forth the percentages of dealer account
balances by year of credit line origination for the accounts in the Trust.
16
Portfolio Percentages by Year
of Credit Line Origination
of December 31, 1999
Prior to
1999 1998 1997 1996 1995 1994 1993 1993
- ---- ---- ---- ---- ---- ---- ---- --------
5.25% 8.05% 6.42% 4.44% 5.64% 3.56% 6.33% 60.31%
As of December 31, 1999, the weighted average spread over the Prime Rate
charged to Dealers was approximately 0.82%.
Loss Experience
The following tables set forth the average Principal Receivables balance and
loss experience for each of the periods shown on the U.S. Wholesale
Portfolio. Because the eligible Accounts in the Trust (the "Eligible
Accounts") will be only a portion of the entire U.S. Wholesale Portfolio,
actual loss experience with respect to the Eligible Accounts may be
different. There can be no assurance that the loss experience for the
Receivables in the future will be similar to the historical experience set
forth below with respect to the U.S. Wholesale Portfolio. In addition, the
historical experience set forth below reflects financial assistance provided
by DaimlerChrysler or Chrysler to DaimlerChrysler-franchised dealers. If
DaimlerChrysler is not able to or elects not to provide such assistance, the
loss experience in respect of the U.S. Wholesale Portfolio may be adversely
affected.
<TABLE>
<CAPTION>
Loss Experience for the U.S. Wholesale Portfolio
As of Year Ended December 31,
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Average Principal
Receivables
Balance(l) ............ $10,430 $9,236 $8,877 $ 8,825 $ 8,256 $ 6,754 $6,271
Net Losses/(Net
Recoveries)(2) ........ $ (0) $ 11 $ 4 $ (0) $ (1) $ (1) $ 12
Net Losses/(Net
Recoveries) as a
Percent of
Liquidations .......... (0.001)% 0.020% 0.007% (0.000)% (0.002)% (0.003)% 0.035%
Net Losses/(Net
Recoveries) as a
Percent of Average
Principal
Receivables
Balance ............... (0.00)% 0.12% 0.04% (0.00)% (0.01)% (0.01)% 0.19%
</TABLE>
17
<TABLE>
<CAPTION>
Loss Experience for the U.S. Wholesale Portfolio (Continued)
As of Year Ended December 31,
1992 1991 1990 1989 1988 1987 1886
---- ---- ---- ---- ---- ---- ----
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C> <C>
Average Principal
Receivables
Balance(l) ............ $ 5,344 $4,826 $4,726 $4,933 $4,129 $3,787 $2,991
Net Losses/(Net
Recoveries)(2) ........ $ 26 $ 36 $ 23 $ 13 $ 3 $ 2 $ 3
Net Losses/(Net
Recoveries) as a
Percent of
Liquidations .......... 0.098% 0.163% 0.117% 0.060% 0.015% 0.015% 0.023%
Net Losses/(Net
Recoveries) as a
Percent of Average
Principal
Receivables
Balance ............... 0.49% 0.75% 0.49% 0.26% 0.07% 0.06% 0.10%
<FN>
(1) Average Principal Receivables Balance is the average of the month-end
principal balances for the thirteen months ending on the last day of the
period.
(2) Net losses in any period are gross losses less recoveries for such
period.
</TABLE>
18
Aging Experience
The following table provides the age distribution of vehicle inventory for
all dealers in the U.S. Wholesale Portfolio, as a percentage of total
principal outstanding at the date indicated. Because the Eligible Accounts
will only be a portion of the entire U.S. Wholesale Portfolio, actual age
distribution with respect to the Eligible Accounts may be different.
Age Distribution for the U.S. Wholesale Portfolio
<TABLE>
<CAPTION>
As of December 31,
------------------------------------------------------------
Days 1999 1998 1997 1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1-120 ................ 81.7% 81.7% 80.1% 80.4% 82.2% 82.5% 82.4% 77.2% 75.9%
121-180 .............. 12.1 11.0 10.8 10.0 9.3 10.1 9.6 13.8 12.9
181-270 .............. 3.6 4.1 4.2 5.0 3.8 4.0 4.6 4.8 4.8
over 270 ............. 2.6 3.2 4.9 4.6 4.7 3.4 3.4 4.2 6.4
</TABLE>
Geographic Distribution
The following table provides the geographic distribution of the vehicle
inventory for all dealers in the Trust on the basis of receivables
outstanding and the number of dealers generating such portfolio.
Geographic Distribution of Accounts in the Trust
As of December 31, 1999
<TABLE>
<CAPTION>
Percentage of Percentage of
Receivables Receivables Total Number of Number of
Outstanding (2) Outstanding (2)(4) Dealers (3) Dealers (3)(4)
--------------- ------------------ --------------- --------------
<S> <C> <C> <C> <C>
Texas ................ $ 872,237,535.05 8.70% 187 6.35%
California ........... 796,114,671.04 7.94 185 6.28
New York ............. 638,467,319.81 6.37 182 6.18
Florida .............. 606,598,501.71 6.05 115 3.91
Illinois ............. 555,344,684.02 5.54 158 5.37
New Jersey ........... 544,837,085.75 5.43 132 4.48
Michigan ............. 496,457,495.04 4.95 144 4.89
Other(1) ............. 5,520,311,136.80 55.04 1,841 62.53
------------------ ------ ----- ------
Total ................ $10,030,368,429.22 100.00% 2,944 100.00%
================== ====== ===== ======
<FN>
- ----------------
(1) No other state includes more than 5% of the outstanding Receivables.
(2) Includes Excluded Receivables.
(3) Includes Excluded Dealers.
(4) May not add to 100.00% due to rounding.
</TABLE>
19
MATURITY AND PRINCIPAL PAYMENT CONSIDERATIONS
Principal with respect to the Series 2000-A Certificates will be
payable if an Early Amortization Period that is not terminated has commenced.
Full amortization of the Series 2000-A Certificates by the March 2003
Distribution Date (the "Series 2000-A Expected Payment Date") depends on,
among other things, repayment by Dealers of the Receivables and may not occur
if Dealer payments are insufficient therefor. Because the Receivables
generally are paid upon retail sale of the underlying Vehicle, the timing of
such payments is uncertain. In addition, there is no assurance that CFC will
generate additional Receivables under the Accounts or that any particular
pattern of Dealer payments will occur. In addition, the shorter the Series
2000-A Accumulation Period Length the greater the likelihood that payment of
the Series 2000-A Certificates in full by the Series 2000-A Expected Payment
Date will be dependent on the reallocation of Principal Collections which are
initially allocated to other outstanding Series. If one or more other Series
from which Principal Collections are expected to be available to be
reallocated to the payment of the Series 2000-A Certificates enters into an
early amortization period or reinvestment period after the September 2002
Distribution Date, Principal Collections allocated to such Series generally
will not be available to be reallocated to make payments of principal of the
Series 2000-A Certificates and the final payment of principal of the Series
2000-A Certificates may be later than the Series 2000-A Expected Payment
Date.
Because an Early Amortization Event with respect to the Series 2000-A
Certificates may occur which would initiate an Early Amortization Period, the
final distribution of principal on the Series 2000-A Certificates may be made
prior to the scheduled termination of the Series 2000-A Revolving Period or
prior to the Series 2000-A Expected Payment Date.
The amount of new Receivables generated in any month and monthly
payment rates on the Receivables may vary because of seasonal variations in
Vehicle sales and inventory levels, retail incentive programs provided by
Vehicle manufacturers and various economic factors affecting Vehicle sales
generally. The following table sets forth the highest and lowest monthly
payment rates for the U.S. Wholesale Portfolio during any month in the
periods shown and the average of the monthly payment rates for all months dur-
ing the periods shown, in each case calculated as the percentage equivalent
of a fraction, the numerator of which is the aggregate of all collections of
principal during the period and the denominator of which is the average
aggregate principal balance for such period. Monthly payment rates reflected
in the table include principal credit adjustments. There can be no assurance
that the rate of Principal Collections will be similar to the historical
experience set forth below. Because the Eligible Accounts will be only a
portion of the entire U.S. Wholesale Portfolio, historical monthly payment
rates with respect to the Eligible Accounts may be different than those shown
below.
20
<TABLE>
<CAPTION>
Monthly Payment Rates for the U.S. Wholesale Portfolio
As of Year Ended December 31,
----------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Highest
Month ....... 69.0% 60.8% 57.7% 58.3% 59.1% 59.7% 54.7% 50.6% 49.0% 42.1%
Lowest
Month ....... 30.7 42.5 41.1 43.2 36.5 34.2 35.9 34.4 30.2 25.3
Average of
the Month
in the
Period ...... 49.4 50.0 48.2 49.0 45.6 50.3 46.6 41.3 38.4 35.7
</TABLE>
