As filed with the Securities and Exchange Commission on October 5, 1994
Registration No. 33-55795
Post Effective Amendment No. 2 to Registration Statement No. 33-55397
Post Effective Amendment No. 4 to Registration Statement No. 33-74336
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CARCO AUTO LOAN MASTER TRUST
(In which the Certificates evidence undivided interests)
U.S. AUTO RECEIVABLES COMPANY
(Originator of the Trust described herein)
(Exact name of registrant as specified in its charter)
DELAWARE 6146 38-2997412
(State of (Primary Standard Industrial (I.R.S. Employer
Incorporation) Classification Code Number) Identification No.)
27777 Franklin Road
Southfield, Michigan 48034
(810) 948-3031
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
ROBERT A. LINK, ESQ.
Chrysler Financial Corporation
27777 Franklin Road
Southfield, Michigan 48034
(810) 948-3060
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
Copies to:
GREGORY M. SHAW, ESQ.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019-7475
(212) 474-1902
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement
becomes effective as determined by market conditions.
----------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 other than securities offered only in connection
with dividend or interest reinvestment plans, check the following
box. [X]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount Maximum Maximum Amount of
class of securities to be Offering Price Aggregate Registration
to be registered Registered Per Unit(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
Asset Backed
Certificates.......... $3,000,000,000 100% $3,000,000,000 $600,000.00 (2)
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid.
</TABLE>
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
IN ACCORDANCE WITH RULE 429 OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED HEREIN IS A
COMBINED PROSPECTUS WHICH ALSO RELATES TO (i) $700,000,000 OF UNISSUED ASSET
BACKED CERTIFICATES REGISTERED UNDER REGISTRATION NO. 33-55397 AND THIS
REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 2 TO SUCH
REGISTRATION STATEMENT, AND (ii) $800,000,000 OF UNISSUED ASSET BACKED
CERTIFICATES REGISTERED UNDER REGISTRATION STATEMENT NO. 33-74336 AND
THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 4
TO SUCH REGISTRATION STATEMENT.
==========================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the amount of fees and expenses
(other than underwriting discounts and commissions) to be incurred in
connection with the issuance and distribution of the Certificates.
<TABLE>
<S> <C>
SEC Filing Fee................................................ $ 600,000
Trustee's Fees and Expenses (including counsel fees).......... 60,000
Accounting Fees and Expenses.................................. 150,000
Legal Fees and Expenses....................................... 150,000
Printing and Engraving Expenses............................... 120,000
Rating Agency Fees............................................ 855,000
Miscellaneous................................................. 65,000
----------
Total..................................................... $2,000,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chrysler Corporation (parent of Chrysler Financial Corporation and
therefore the indirect parent of the Registrant) and U.S. Auto Receivables
Company are incorporated under Delaware law. Section 145 of the Delaware
General Corporation Law provides that a Delaware corporation may indemnify
any persons, including officers and directors, who are, or are threatened
to be made, parties to any threatened, pending or completed legal action,
suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, for criminal proceedings, had no
reasonable cause to believe that his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director actually and reasonably incurred.
Section B of Article VIII of the Certificate of Incorporation of
Chrysler Corporation, the indirect parent of the Registrant, provides, in
effect, that, subject to certain limited exceptions, Chrysler Corporation
will indemnify the officers and directors of Chrysler Corporation or its
subsidiaries to the extent permitted by Delaware law. In addition,
Chrysler Corporation maintains insurance providing for payment, subject to
certain exceptions, on behalf of officers and directors of Chrysler
Corporation and its subsidiaries of money damages incurred as a result of
legal actions instituted against them in their capacities as such officers
or directors.
Chrysler Financial Corporation is incorporated under Michigan law.
Sections 561 to 565, inclusive, and Sections 567 and 569 of the Michigan
Business Corporation Act provide, in effect, that a Michigan corporation
may indemnify any persons, including officers and directors, who are, or
are threatened to be made, parties to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, partner, trustee, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer or
director acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation or its
shareholders and, for criminal proceedings, had no reasonable cause to
believe that his conduct was illegal. A Michigan corporation may indemnify
officers and directors in an action by or in the right of the corporation
under the same conditions, except that no indemnification is permitted
without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him against the expenses which such officer
or director actually and reasonably incurred.
Article VII of the By-Laws of the Registrant provides, in effect,
that, subject to certain exceptions, such Registrant will indemnify its
officers and directors to the extent that they acted in good faith and in
a manner reasonably believed to be in the best interests of the
Registrant.
ITEM 16. EXHIBITS:
1.1* -- Form of Underwriting Agreement with respect to the
Certificates.
3.1 -- Certificate of Incorporation of the Registrant is incorporated
by reference from Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 (File No. 33-41177).
3.2 -- By-Laws of the Registrant are incorporated by reference from
Exhibit 3.2 of the Registrant's Registration Statement on Form
S-1 (File No. 33-41177).
4.1 -- Form of Pooling and Servicing Agreement among the Registrant,
the Servicer and the Trustee is incorporated by reference from
Exhibit 4.1 of the Registrant's Registration Statement on Form
S-1 (File No. 33-41177).
4.2 -- First Amendment to the Pooling and Servicing Agreement is
incorporated by reference from Exhibit 4.2 of the Registrant's
Registration Statement on Form S-1 (File No. 33-52990).
4.3 -- Second Amendment to the Pooling and Servicing Agreement is
incorporated by reference from Exhibit 4.3 of the Registrant's
Registration Statement on Form S-1 (File No. 33-70144).
4.4* -- Form of Series Supplement to the Pooling and Servicing
Agreement, including the form of the Certificates and other
exhibits thereto.
4.5* -- Form of Remarketing Agreement.
5.1 -- Opinion of Allan L. Ronquillo, Esq. with respect to certain
matters involving the Certificates.
8.1* -- Opinion of Cravath, Swaine & Moore with respect to federal tax
matters.
8.2 -- Opinion of Allan L. Ronquillo, Esq. with respect to tax
matters under Michigan law and the Certificates.
23.1 -- Consent of Allan L. Ronquillo, Esq. with respect to the
Certificates (included in opinions filed as Exhibits 5.1 and
8.2).
23.2 -- Consent of Cravath, Swaine & Moore with respect to the
Certificates (included in opinion filed as Exhibit 8.1).
23.3 -- Consent of Deloitte & Touche LLP
24.1 -- Power of Attorney.
________________
*Previously filed.
ITEM 17. UNDERTAKINGS.
(a) As to Rule 415: The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment hereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) As to indemnification: Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 15 herein, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.
(c) As to documents subsequently filed that are incorporated by
reference: The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(d) As to information omitted in reliance on Rule 430A: The
undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, as amended, the information omitted from the
form of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus filed
by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act of 1933, as amended, shall be deemed to be part
of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, as amended, each post-effective amendment
that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this amendment to the registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Southfield,
State of Michigan, on the day of October 5, 1994.
U.S. AUTO RECEIVABLES COMPANY
By /s/ John P. Tierney
John P. Tierney
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Principal executive officer:
/s/ John P. Tierney Chairman of October 5, 1994
John P. Tierney the Board
Principal financial officer:
/s/ Dennis M. Cantwell Vice President -- October 5, 1994
Dennis M. Cantwell Corporate Finance
and Development
Principal accounting officer:
/s/ T.P. Dykstra Vice President and October 5, 1994
T.P. Dykstra Controller
<PAGE>
Board of Directors:
/s/ Dennis M. Cantwell* Director October 5, 1994
Dennis M. Cantwell
/s/ T.P. Dykstra* Director October 5, 1994
T.P. Dykstra
/s/ Jeremiah E. Farrell* Director October 5, 1994
Jeremiah E. Farrell
/s/ E.F. Langs* Director October 5, 1994
E.F. Langs
/s/ L.A. Neeb* Director October 5, 1994
L.A. Neeb
_______________________________ Director
J.A. Sellgren
/s/ John P. Tierney* Director October 5, 1994
John P. Tierney
*By /s/ Robert A. Link
Robert A. Link
Attorney-in-Fact
October 5, 1994
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
1.1* -- Form of Underwriting Agreement with respect
to the Certificates.
3.1 -- Certificate of Incorporation of the
Registrant is incorporated by reference from
Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1 (File No. 33-41177).
3.2 -- By-Laws of the Registrant are incorporated
by reference from Exhibit 3.2 of the
Registrant's Registration Statement on Form
S-1 (File No. 33-41177).
4.1 -- Form of Pooling and Servicing Agreement
among the Registrant, the Servicer and the
Trustee is incorporated by reference from
Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1 (File No. 33-41177).
4.2 -- First Amendment to the Pooling and Servicing
Agreement is incorporated by reference from
Exhibit 4.2 of the Registrant's Registration
Statement on Form S-1 (File No. 33-52990).
4.3 -- Second Amendment to the Pooling and
Servicing Agreement is incorporated by
reference from Exhibit 4.3 of the
Registrant's Registration Statement on Form
S-1 (File No. 33-70144).
4.4* -- Form of Series Supplement to the Pooling and
Servicing Agreement, including the form of the
Certificates and other exhibits thereto.
4.5* -- Form of Remarketing Agreement.
5.1 -- Opinion of Allan L. Ronquillo, Esq. with
respect to certain matters involving the
Certificates.
8.1* -- Opinion of Cravath, Swaine & Moore with
respect to federal tax matters.
8.2 -- Opinion of Allan L. Ronquillo, Esq. with
respect to tax matters under Michigan law
and the Certificates.
23.1 -- Consent of Allan L. Ronquillo, Esq. with
respect to the Certificates (included in
opinions filed as Exhibits 5.1 and 8.2).
23.2 -- Consent of Cravath, Swaine & Moore with
respect to the Certificates (included in
opinion filed as Exhibit 8.1).
23.3 -- Consent of Deloitte & Touche LLP
24.1 -- Power of Attorney.
________________
*Previously filed.
Exhibit 5.1
October 5, 1994
Chrysler Financial Corporation Chrysler Credit Corporation
27777 Franklin Road 27777 Franklin Road
Southfield, Michigan 48034 Southfield, Michigan 48034
U.S. Auto Receivables Company
27777 Franklin Road
Southfield, Michigan 48034
Gentlemen:
Re: Registration Statement on Form S-3 Relating to
$3,000,000,000 of Auto Loan Asset-Backed
Certificates to be Issued by CARCO Auto Loan
Master Trust (the "Registration Statement")
I am Vice President and General Counsel of U.S. Auto Receivables
Company, a Delaware corporation, as seller (the "Seller"), Chrysler
Financial Corporation, a Michigan corporation ("CFC"), Chrysler Credit
Corporation, a Delaware corporation, as servicer (the "Servicer") and
Chrysler Auto Receivables Company, a Delaware corporation, in connection
with (a) the transfer and assignment of certain loans of automotive dealers
(the "Receivables") by the Seller to Manufacturers and Traders Trust
Company, as trustee (the "Trustee") for the CARCO Auto Loan Master Trust
(the "Trust"), formed pursuant to the Pooling and Servicing Agreement dated
as of May 31, 1991 (as amended and supplemented, the "Pooling and Servicing
Agreement") among the Seller, the Servicer and the Trustee, in exchange for
Auto Loan Asset Backed Certificates (the "Certificates") evidencing a
fractional undivided interest in the Trust. As described in the
Registration Statement, the Certificates will be issued from time to time
by the Trust in series. With respect to each series, the Certificates will
be issued pursuant to a supplement to the Pooling and Servicing Agreement
and the Certificates will be sold from time to time pursuant to certain
underwriting agreements (the "Underwriting Agreements") between the Seller
and various underwriters named therein.
I am admitted to the State Bar of Michigan and I express no opinion as
to the laws of any other jurisdiction except the laws of the United States
of America to the extent specifically referred to herein.
I have examined and relied upon the Registration Statement and, in
each case as filed with the Registration Statement, the form of the Pooling
and Servicing Agreement and supplements thereto, including the forms of
Certificates and the Underwriting Agreement previously filed or filed
herewith, as the case may be, as exhibits to the Registration Statement.
In addition, I have examined and considered executed originals or
counterparts, or certified or other copies identified to my satisfaction as
being true copies of such certificates, instruments, documents and other
corporate records of the Seller and matters of fact and law as I deem
necessary for the purposes of the opinion expressed below. Capitalized
terms not otherwise defined herein have the meanings given to them in the
Registration Statement.
In my examination I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of
such documents. As to any facts material to the opinions expressed herein
which were not independently established or verified, I have relied upon
statements and representations of officers and other representatives of the
Seller and others.
Based on and subject to the foregoing, I am of the opinion that, with
respect to the Certificates of any series, when (i) the Registration
Statement becomes effective pursuant to the provisions of the Securities
Act of 1933, as amended, (ii) the amount, price, interest rate and other
principal terms of such Certificates have been duly approved by the Board
of Directors of the Seller, (iii) the various agreements relating to such
series have each been duly completed, executed and delivered by the parties
thereto substantially in the form filed as an exhibit to the Registration
Statement reflecting the terms established as described above, and (iv)
such Certificates have been duly executed and issued by the Trust and
authenticated by the Trustee and sold by the Seller, all in accordance with
the terms and conditions of the related agreements and in the manner
described in the Registration Statement, such Certificates will have been
duly authorized by all necessary action of the Trust and will have been
legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Allan L. Ronquillo
----------------------
Allan L. Ronquillo
Vice President and
General Counsel
/mr
a:\chryusa1.opn
Exhibit 8.2
October 5, 1994
Chrysler Financial Corporation Chrysler Credit Corporation
27777 Franklin Road 27777 Franklin Road
Southfield, Michigan 48034 Southfield, Michigan 48034
U.S. Auto Receivables Company
27777 Franklin Road
Southfield, Michigan 48034
Gentlemen:
Re: Registration Statement on Form S-3 relating to
$3,000,000,000 of Auto Loan Asset-Backed
Certificates to be Issued by CARCO Auto Loan
Master Trust (the "Registration Statement")
I am Vice President and General Counsel of U.S. Auto Receivables
Company, a Delaware corporation, as seller (the "Seller"), Chrysler
Financial Corporation, a Michigan corporation ("CFC"), Chrysler Credit
Corporation, a Delaware corporation, as servicer (the "Servicer") and
Chrysler Auto Receivables Company, a Delaware corporation, in connection
with (a) the transfer and assignment of certain loans of automotive dealers
(the "Receivables") by the Seller to Manufacturers and Traders Trust
Company, as trustee (the "Trustee") for the CARCO Auto Loan Master Trust
(the "Trust"), formed pursuant to the Pooling and Servicing Agreement dated
as of May 31, 1991 (as amended and supplemented, the "Pooling and Servicing
Agreement") among the Seller, the Servicer and the Trustee, in exchange for
Auto Loan Asset Backed Certificates (the "Certificates") evidencing a
fractional undivided interest in the Trust. As described in the
Registration Statement, the Certificates will be issued from time to time
by the Trust in series. With respect to each series, the Certificates will
be issued pursuant to a supplement to the Pooling and Servicing Agreement
and the Certificates will be sold from time to time pursuant to certain
underwriting agreements between the Seller and various underwriters named
therein.
I am admitted to the State Bar of Michigan and I express no opinion as
to the laws of any other jurisdiction except to the extent specifically
referred to herein.
I hereby confirm that the statements set forth in the Prospectus
forming a part of the Registration Statement under the caption "Certain Tax
Matters -- State and Local Tax Consequences" accurately describe the
material Michigan tax consequences to holders of the Certificates.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Prospectus
included in the Registration Statement.
Very truly yours,
/s/ Allan L. Ronquillo
----------------------
Allan L. Ronquillo
Vice President and
General Counsel
/mr
a:usatx1.opn
Exhibit 23.3
[Letterhead of Deloitte & Touche LLP]
Deloitte &
Touche LLP
____________ _________________________________________
Suite 900 Telephone (313) 396-3000
600 Renaissance Center
Detroit, Michigan 48243-1704
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement on Form S-3, of the report of Deloitte & Touche dated January
18, 1994 appearing in the Annual Report on Form 10-K of CARCO Auto Loan
Master Trust for the year ended December 31, 1993, and to the reference to
Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
/s/ Deloitte & Touche LLP
October 5, 1994
_______________
Deloitte Touche
Tohmatsu
International
_______________
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors of U.S. Auto Receivables Company hereby severally
constitutes and appoints ROBERT A. LINK, BYRON C. BABBISH and
STEVEN C. POLING, or any one or more of them, to be his agents,
proxies and attorneys-in-fact, to sign and execute in his name,
place and stead and on his behalf as a director of U.S. Auto
Receivables Company, and to file with the Securities and Exchange
Commission, the Registration Statement of CARCO Auto Loan Master
Trust on Form S-3, registering under the Securities Act of 1933,
as amended, auto loan asset backed securities in an aggregate
principal amount of $3,000,000,000 and any and all further
amendments (including any pre- and post-effective amendments) to
such Registration Statement, and to file all exhibits thereto and
other documents in connection therewith, granting unto said
attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing required
to be done that may be necessary or desirable, hereby approving,
ratifying and confirming all that the aforesaid agents, proxies
and attorneys-in-fact do, or that any one of them does or causes
to be done, on his behalf pursuant to this Power of Attorney.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this 5th day of October, 1994.
/s/ D. M. Cantwell /s/ E. F. Langs
D. M. Cantwell E. F. Langs
/s/ T. P. Dykstra /s/ L. A. Neeb
T. P. Dykstra L. A. Neeb
/s/ Jeremiah E. Farrell _____________________
Jeremiah E. Farrell J. A. Sellgren
/s/ John P. Tierney
John P. Tierney
