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, 2000
--------------
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 000-19452
---------
CARCO AUTO LOAN MASTER TRUST
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York Not Applicable
- -----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
27777 Franklin Road, Southfield, Michigan 48034
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 948-3067
-------------------------
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___
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
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY
ARISING FROM CASH TRANSACTIONS
(in millions of dollars)
March 31,
----------------
2000 1999
---- ----
(unaudited)
ASSETS
Cash and Cash Equivalents (Note 2) $ 40.1 $ 32.6
Receivables (Note 4) 10,648.1 9,194.0
--------- ---------
TOTAL ASSETS $10,688.2 $ 9,226.6
========= =========
LIABILITIES AND EQUITY
Amounts Held for Future Distribution (Note 2) $ 40.1 $ 32.6
Asset Backed Certificates (Notes 3, 4 and 5) 10,648.1 9,194.0
--------- ---------
TOTAL LIABILITIES AND EQUITY $10,688.2 $ 9,226.6
========= =========
See Notes to Financial Statements.
3
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
(in millions of dollars)
Three Months Ended
March 31,
------------------
2000 1999
----- -----
(unaudited)
CASH RECEIPTS
Collections of Interest $ 236.8 $ 199.8
Deposit to Subordinated Accounts -- 3.5
Proceeds from Sales of Investor Certificates -- 1,000.0
Collections of Principal 894.5 --
-------- --------
TOTAL CASH RECEIPTS 1,131.3 1,203.3
-------- --------
CASH DISBURSEMENTS
Purchase of Certificates Held by USA -- 1,000.0
Distribution of Principal 894.5 --
Distributions of Interest 219.1 189.7
Distributions of Amounts from Subordinated Accounts 6.7 --
Distributions of Service Fees 17.6 10.1
-------- --------
TOTAL CASH DISBURSEMENTS 1,137.9 1,199.8
-------- --------
CASH RECEIPTS IN EXCESS OF CASH DISBURSEMENTS (6.6) 3.5
(CASH DISBURSEMENTS IN EXCESS OF CASH RECEIPTS)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 46.7 29.1
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 40.1 $ 32.6
======== ========
See Notes to Financial Statements.
4
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 overcollateralized receivables,
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. The Trust received certain cash
deposits from LLC which are held as liquidity and credit enhancement reserves
and invested in short-term instruments. Under the Sale and Servicing
Agreement, the servicer is required to convey principal and interest
collections to the Trust on a monthly basis except when commingling
conditions cease to be met under the Sale and Servicing Agreement.
NOTE 3 - RELATED PARTIES
U.S. Auto Receivables Company ("USA") is, and Chrysler Credit Corporation
("CCC") was, a wholly-owned subsidiary of Chrysler Financial Company L.L.C.
("LLC"), formerly known as Chrysler Financial Corporation ("CFC"). On
December 31, 1995, CCC merged with and into CFC, now LLC. On November 12,
1998, LLC's parent, Chrysler Corporation became a wholly-owned subsidiary of
DaimlerChrysler AG ("Daimler") and on November 17, 1998, Chrysler Corporation
changed its name to DaimlerChrysler Corporation ("DaimlerChrysler").
5
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>
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 (1)
Class A-1 Money Market Extendible Certificates $111.5 (1)
Class A-2 Medium Term Certificates $100.0 (1)
10/94 Floating Rate Auto Loan Asset Backed Certificates, Series 1994-1 $500.0 (1)
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 (1)
3/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2 $600.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3 $500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4 $500.0 (1)
5/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A $500.0 (1)
12/95 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5 $250.0 (1)
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 $397.4
6.689% Auto Loan Asset Backed Certificates, Series 1997-1 $302.6 (1)
7/98 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Class A-1 Certificates $500.0
Class A-2 Certificates $500.0
3/99 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
5.65% Class A-1 Certificates $400.0
5.78% Class A-2 Certificates $600.0
5/99 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
Class A-1 Certificates $750.0
Class A-2 Certificates $600.0
7/99 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3 $1,000.0
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SALES OF CERTIFICATES - (CONTINUED)
<CAPTION>
Issue Principal Amount
Date Series Description (in millions)
- ----- ------------------ ----------------
<S> <C>
11/99 6.43% Auto Loan Asset Backed Certificates, Series 1999-4 $500.0
<FN>
(1) Series matured prior to March 31, 2000. Refer to Note 5 for further
details.
Receivables in excess of total investor's certificates outstanding at
March 31, 2000 and 1999 are represented by Certificates held by USA.
</TABLE>
7
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS
Interest Interest Principal Maturity
Series Rate Payments Payments(1) Date(2)
- ------ -------- -------- ----------- --------
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 Matured
A-1 Comm Paper + 0.075% Monthly 11/1998 Matured
A-2 LIBOR + 0.26% Monthly 11/1998 Matured
94-1 LIBOR + 0.18% Monthly 10/1999 Matured
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 Matured
95-2 LIBOR + 0.13% Monthly 3/2000 Matured
95-3 Fed Funds + 0.25% Monthly 6/1998 Matured
95-4 Fed Funds + 0.26% Monthly 5/1998 Matured
95-4A Fed Funds + 0.26% Monthly 7/1998 Matured
95-5 Comm Paper + 0.1875% Monthly 2/2000 Matured
96-1 LIBOR + 0.135% Monthly -- 11/2003
96-2 LIBOR + 0.05% Monthly -- 12/2001
97-1 6.689% (4) Monthly 3/2000(3) 8/2004
98-1 A-1 LIBOR + 0.04% Monthly -- 6/2001
A-2 LIBOR + 0.08% Monthly -- 6/2003
99-1 A-1 5.65% Monthly -- 3/2001
A-2 5.78% Monthly -- 3/2002
99-2 A-1 LIBOR + 0.07% Monthly -- 5/2002
A-2 LIBOR + 0.13% Monthly -- 5/2004
99-3 LIBOR + 0.12% Monthly -- 7/2002
99-4 6.43 Monthly -- 11/2002
(1) The dates listed are the Distribution Dates on which the principal of the
Certificates were paid.
8
ITEM 1. FINANCIAL STATEMENTS - (CONTINUED)
CARCO AUTO LOAN MASTER TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - PRINCIPAL AND INTEREST PAYMENTS (CONTINUED)
(2) The date listed is the Distribution Date on which the principal of the
Certificates is expected to be paid, however, the principal of the
Certificates may be paid earlier under certain circumstances described
in the related prospectus.
(3) As of March 31, 2000, $302.6 million of the original $700.0 million of
principal on Series 1997-1 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 0.017%.
9
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.
10
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>
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
November 1998 $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
October 1999 $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
July 1998 $600 million
March 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-2
March 2000 $600 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-3
June 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4
May 1998 $500 million
May 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-4A
July 1998 $500 million
December 1995 Floating Rate Auto Loan Asset Backed Certificates, Series 1995-5
February 2000 $250 million
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
<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 $397.4 million
August 1997 6.689% Auto Loan Asset Backed Certificates, Series 1997-1
Matured (1) $302.6 million
July 1998 Floating Rate Auto Loan Asset Backed Certificates, Series 1998-1
Outstanding $1 billion
March 1999 Fixed Rate Auto Loan Asset Backed Certificates, Series 1999-1
Outstanding 5.65% Class A-1 Certificates $400 million, and 5.78% Class A-2 Certificates
$600 million.
May 1999 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-2
Outstanding $1.35 billion
July 1999 Floating Rate Auto Loan Asset Backed Certificates, Series 1999-3
Outstanding $1 billion
November 1999 6.43% Auto Loan Asset Backed Certificates, Series 1999-4 $500 million
Outstanding
</TABLE>
CCC serviced the Receivables for a fee prior to January 1, 1996. On
December 31, 1995 CCC merged with and into CFC, now LLC. CFC and LLC have
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.
(1) Pursuant to the Series 1997-1 Prospectus Supplement, beginning with the
August 16, 1999 Principal Commencement Date, the Certificate Holders
began to receive principal payments monthly on each Distribution Date.
These payments were calculated in accordance with the corresponding
provisions of the Prospectus Supplement. The payments will continue until
the outstanding principal balance has been paid in full. The total
principal balance paid to Certificate Holders through March 31, 2000 was
$302.6 million.
The Trust has no employees.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
New Accounting Standards
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." For companies
with calendar year-ends, the effective date is January 1, 2001 with early
adoption permitted. This standard requires that all companies recognize all
derivatives on the balance sheet at fair value. Gains or losses resulting
from changes in the fair values of those derivatives would be accounted for
based on the use of the derivatives and to the extent they qualify for hedge
accounting. The adoption of this new accounting standard is not expected to
have a material impact on the Trust's financial statements.
13
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 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-C 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-D 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-E 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-F 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-G 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.
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-H 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-I 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-J 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-K 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-L 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-M 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.
4-N Series 1998-1 Supplement dated as of June 16, 1998, 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-HH
to the Trust's Quarterly Report on Form 10-Q for the period ended
June 30, 1998 and incorporated herein by reference.
4-O Series 1999-1 Supplement dated as of March 10, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, L.L.C.,
as Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4.1 to the Trust's Report on Form 8-K dated August 30, 1999 and
incorporated herein by reference.
4-P Series 1999-2 Supplement dated as of May 20, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company, L.L.C.,
as Servicer, and The Bank of New York, as Trustee. Filed as Exhibit
4.2 to the Trust's Report on Form 8-K dated August 30, 1999 and
incorporated herein by reference.
4-Q Series 1999-3 Supplement dated as of July 22, 1999, among U.S. Auto
Receivables Company, as Seller, Chrysler Financial Company L.L.C., as
Servicer, and The Bank of New York, as Trustee. Filed as Exhibit 4-Q
to the Trust's Quarterly Report on Form 10-Q for the period ended
September 30, 1999 and incorporated herein by reference.
15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (continued)
4-R Series 1999-4 Supplement dated as of November 12, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial Company,
L.L.C., as Servicer, and The Bank of New York, as Trustee. Filed as
Exhibit 4-R to the Trusts Annual Report of Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference.
27 Financial Data Schedule.
(b) The registrant filed the following report on Form 8-K during the
quarter ended March 31, 2000:
Date of Report Date Filed Item Reported
-------------- ---------- -------------
March 24, 2000 March 27, 2000 Items 5, 7
Financial Statements Filed
--------------------------
None
16
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 Company L.L.C., as Servicer
----------------------------------------------
Date: April 25, 2000 By: /s/ David H. Olsen
----------------------------------------------
David H. Olsen, Vice President and Controller
Principal Accounting Officer
17
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 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-C 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-D 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.
E-1
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-E 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-F 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-G 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-H 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-I 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.
E-2
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-J 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-K 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-L 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-M 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 Quarterly Report on Form
10-Q for the period ended September 30, 1997 and incorporated
herein by reference.
4-N Series 1998-1 Supplement dated as of June 16, 1998, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Corporation, as Servicer, and The Bank of New York, as Trustee.
Filed as Exhibit 4HH to the Trust's Quarterly Report on Form 10-Q
for the period ended June 30, 1998 and incorporated herein by
reference.
4-O Series 1999-1 Supplement dated as of March 10, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial Company,
L.L.C., as Servicer, and The Bank of New York, as Trustee. Filed
as Exhibit 4.1 to the Trust's Current Report on Form 8-K dated
August 30, 1999 and incorporated herein by reference.
E-3
CARCO AUTO LOAN MASTER TRUST
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
4-P Series 1999-2 Supplement dated as of May 20, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial Company,
L.L.C., as Servicer, and The Bank of New York, as Trustee. Filed
as Exhibit 4.2 to the Trust's Current Report on Form 8-K dated
August 30, 1999 and incorporated herein by reference.
4-Q Series 1999-3 Supplement dated as of July 22, 1999, among U.S.
Auto Receivables Company, as Seller, Chrysler Financial
Company L.L.C., as Servicer, and The Bank of New York, as Trustee.
Filed as Exhibit 4-Q to the Trust's Quarterly Report on Form 10-Q
for the period ended September 30, 1999 and incorporated herein
by reference.
4-R Series 1999-4 Supplement dated as of November 12, 1999, among
U.S. Auto Receivables Company, as Seller, Chrysler Financial
Company, L.L.C., as Servicer, and The Bank of New York, as
Trustee. Filed as Exhibit 4-R to the Trusts Annual Report of
Form 10-K for the year ended December 31, 1999 and incorporated
herein by reference.
27 Financial Data Schedule.
E-4
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<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> $ 40
<SECURITIES> 0
<RECEIVABLES> 10,648
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
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<TOTAL-ASSETS> 10,688
<CURRENT-LIABILITIES> 40
<BONDS> 10,648
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0
0
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<NET-INCOME> 0
<EPS-BASIC> 0.00
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