SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file numbers 33-44432, 33-47582 and 33-53936
FORD CREDIT AUTO LOAN MASTER TRUST
(Ford Credit Auto Receivables Corporation - Originator)
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(Exact name of registrant as specified in its charter)
Delaware 13-6988339
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(State of Incorporation) (I.R.S. employer identification no.)
The American Road, Dearborn, Michigan 48121
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(Address of principal executive offices) Zip code)
Registrant's telephone number, including area code (313) 322-3000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Series 1992-1, 6 7/8% Auto Loan Asset Backed Certificates
Series 1992-2, 7 3/8% Auto Loan Asset Backed Certificates
Series 1992-3, 5 5/8% Auto Loan Asset Backed Certificates
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(c) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
<PAGE>
PART I.
ITEM 1. Business
The Ford Credit Auto Loan Master Trust (the "Trust") was created on February
5, 1992 pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") dated as of December 31, 1991 among Ford Motor Credit
Company ("Ford Credit"), as servicer, Ford Credit Auto Receivables
Corporation (the "Company"), as seller, and Chemical Bank (the "Trustee"), as
trustee. Pursuant to the Pooling and Servicing Agreement, the Company
transferred to the trust property primarily consisting of wholesale
receivables generated from time to time in a portfolio of revolving financing
arrangements with automobile dealers to finance their automobile and light
truck inventory, collections as to the receivables, security interests in the
vehicles financed thereby and certain other property. Such property was
obtained by the Company pursuant to the Receivables Purchase Agreement dated
as of December 31, 1991 between the Company, as purchaser, and Ford Credit,
as servicer.
In 1992, the Company, registered with the Securities Exchange Commission
under the Securities Act of 1933, as amended, and sold to the general public
the Series 1992-1, 6 7/8% Auto Loan Asset Backed Certificates (the "Series
1992-1 Certificates") in the initial principal amount of $1,000,000,000, the
Series 1992-2, 7 3/8% Auto Loan Asset Backed Certificates (the "Series 1992-2
Certificates") in the initial principal amount of $700,000,000, and the
Series 1992-3, 5 5/8% Auto Loan Asset Backed Certificates (the "1992-3
Certificates") in the initial principal amount of $1,000,000,000. The Series
1992-1 Certificates, Series 1992-2 Certificates and Series 1992-3
Certificates were created pursuant to the Series 1992-1 Supplement dated as
of December 31, 1991 to the Pooling and Servicing Agreement (the "1992-1
Supplement"), the Series 1992-2 Supplement dated as of March 31, 1992 to the
Pooling and Servicing Agreement (the "1992-2 Supplement") and the Series
1992-3 Supplement dated as of September 30, 1992 to the Pooling and Servicing
Agreement (the "1992-3 Supplement"), respectively. Each Series of
Certificates represents an undivided interest in certain assets of the Trust.
ITEM 2. PROPERTIES
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For information regarding the property of the Trust, see the
Pooling and Servicing Agreement, the 1992-1 Supplement, the
1992-2 Supplement, the 1992-3 Supplement and the prospectuses (Exhibits
19.14, 19.15 and 19.16) relating to the Series 1992-1 Certificates, the
Series 1992-2 Certificates and the Series 1992-3 Certificates and
incorporated hereby by reference. For additional information regarding the
Certificates contained in the Distribution Date Statements furnished to the
Trustee on each Distribution Date during 1994, see the Current Reports on
Form 8-K incorporated by reference herein (Exhibits 19.1 through 19.3). For
additional information, regarding the Certificates, see Exhibit 99.
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
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<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
There were 72 Series 1992-1 Certificateholders, 59 Series 1992-2
Certificateholders and 83 Series 1992-3 Certificateholders at May 6,
1994. There is no established public trading market for any of the
Certificates.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Nothing to report.
PART III.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(3)Amount and
nature of
(2) Name and Address beneficial
(1)Title of of beneficial ownership (4)Percent
Class owner* (in thousands) of Class
--------- ---------------- -------------- --------
Series 1992-1, Bankers Trust Company $ 87,345 8.7%
6 7/8% Auto Loan 34 Exchange Place
Asset Backed 5th Floor
Certificates Jersey City, NJ 07302
Series 1992-1, Chemical Bank/MHT $113,380 11.3%
6 7/8% Auto Loan 270 Park Avenue
Asset Backed New York, NY 10017
Certificates
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<PAGE>
ITEM 12. (CONTINUED)
(3)Amount and
nature of
(2) Name and Address beneficial
(1)Title of of beneficial ownership (4)Percent
Class owner* (in thousands) of Class
--------- ---------------- -------------- --------
Series 1992-1, Marine Treasury $75,300 7.5%
6 7/8% Auto Loan Investments
Asset Backed 140 Broadway,
Certificates Level A
New York, NY 10015
Series 1992-1 Citibank, N.A. $ 56,055 5.6%
6 7/8% Auto Loan 111 Wall Street
Asset Backed New York, NY 10005
Certificates
Series 1992-1 SSB-Custodian $154,395 15.4%
6 7/8% Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NY 11717
Series 1992-1 Morgan Guaranty Trust $ 60,500 6.1%
6 7/8% Auto Loan Co. of New York
Asset Backed 43 Exchange Place
Certificates New York, NY 10260
Series 1992-1, Shawmut Bank $ 99,525 9.5%
6 7/8% Auto Loan Connecticut, N.A.1
Asset Backed Investment Dealer
Certificates 777 Main Street
Hartford, CT 06115
Series 1992-2, Bankers Trust Company $153,045 21.9%
7 3/8% Auto Loan 34 Exchange Place
Asset Backed Jersey City, NJ 07302
Certificates
Series 1992-2, The Chase Manhattan $ 53,705 7.7%
7 3/8% Auto Loan Bank N.A.
Asset Backed 1 Chase Manhattan Plaza
Certificates New York, NY 10081
Series 1992-2, Continental Bank $ 73,940 10.6%
7 3/8% Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NJ 11717
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<PAGE>
ITEM 12. (CONTINUED)
(3)Amount and
nature of
(2) Name and Address beneficial
(1)Title of of beneficial ownership (4)Percent
Class owner* (in thousands) of Class
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Series 1992-2, Northern Trust Co. - $ 41,860 6.0%
7 3/8% Auto Loan Trust
Asset Backed c/o ADP Proxy Services
Certificates Edgewood, NY 11717
Series 1992-2 Mellon Bank $ 83,900 12.0%
7 3/8% Auto Loan c/o ADP Proxy Services
Asset Backed Edgewood, NY 11717
Certificates
Series 1992-2 Bank of New York $ 35,365 5.1%
7 3/8% Auto Loan 925 Patterson Plank Rd.
Asset Backed Secaucus, NJ 07094
Certificates
Series 1992-2 SSB - Custodian $ 39,740 5.7%
7 3/8% Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NY 11717
Series 1992-2 Citibank, N.A. $ 42,220 6.0%
7 3/8% Auto Loan 111 Wall Street
Asset Backed 20th Floor
Certificates New York, NY 10043
Series 1992-3, Bankers Trust Company $100,210 10.0%
5 5/8% Auto Loan 34 Exchange Place
Asset Backed Jersey City, NJ 07302
Certificates
Series 1992-3, Continental Bank, NA - $157,525 15.8%
5 5/8% Auto Loan Trust
Asset Backed c/o ADP Proxy Services
Certificates 51 Mercedes Way
Edgewood, NY 11717
Series 1992-3, Chemical Bank/MHT $ 79,745 8.0%
5 5/8% Auto Loan 270 Park Ave.
Asset Backed New York, NY 10017
Certificates
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<PAGE>
ITEM 12. (CONTINUED)
(3)Amount and
nature of
(2) Name and Address beneficial
(1)Title of of beneficial ownership (4)Percent
Class owner* (in thousands) of Class
--------- ---------------- -------------- --------
Series 1992-3, SSB - Custodian $ 90,665 9.1%
5 5/8% Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NY 11717
Series 1992-3, The Bank of New York $ 87,250 8.7%
5 5/8% Auto Loan 925 Patterson Plank Rd.
Asset Backed Secaucus, NJ 07094
Certificates
Series 1992-3, Bankers Trust Co./ $ 50,000 5.0%
5 5/8% Auto Loan Investment A/C
Asset Backed 16 Wall Street
Certificates New York, NY 10005
Series 1992-3, Morgan Guaranty Trust $ 58,110 5.8%
5 5/8% Auto Loan Company of New York
Asset Backed 43 Exchange Place
Certificates New York, NY 10260
Series 1992-3, Chase Manhattan $ 56,145 5.6%
5 5/8% Auto Loan Bank, N.A.
Asset Backed 1 Chase Manhattan Plaza
Certificates New York, NY 10081
* As of May 6, 1994
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<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a)3. Exhibits
Designation Description Method of Filing
- - ----------- ----------- ----------------
Exhibit 3.1 Restated Certificate of Filed as Exhibit 3.1 to
Incorporation of Ford Ford Credit Auto
Credit Auto Receivables Receivables
Corporation. Corporation's
Registration Statement
on Form S-1(No.33-44432)
and incorporated herein
by reference.
Exhibit 3.2 By-Laws of Ford Credit Filed as Exhibit 3.2 to
Auto Receivables Ford Credit Auto
Corporation. Receivables
Corporation's
Registration Statement
on Form S-1(No.33-44432)
and incorporated herein
by reference.
Exhibit 4.1 Conformed copy of Pooling Filed as Exhibit 4.1 to
and Servicing Agreement Ford Credit Auto
dated as of December 31, Receivables
1991 among Ford Credit Corporation's
Auto Receivables Registration Statement
Corporation, as seller, on Form S-1(No.33-47582)
Ford Motor Credit Company and incorporated herein
as servicer, and Chemical by reference.
Bank, as trustee.
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<PAGE>
ITEM 14. (Continued)
Designation Description Method of Filing
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Exhibit 4.2 Conformed copy of Series Filed as Exhibit 4.2 to
1992-1 Supplement dated Ford Credit Auto Loan
as of December 31, 1991 Master Trust Current
to the Pooling and Report on Form 8-K dated
Servicing Agreement February 7, 1992 and
referenced in Exhibit and incorporated herein
4-A above among Ford by reference.
Credit Auto Receivables
Corporation, as seller,
Ford Motor Credit Company,
as servicer, and Chemical
Bank, as trustee.
Exhibit 4.3 Conformed copy of Series Filed as Exhibit 4.2 to
1992-2 Supplement dated Ford Credit Auto Loan
as of March 31, 1993 to Master Trust Current
Pooling and Servicing Report on Form 8-K dated
Agreement referred to in May 15, 1992 and
Exhibit 4-A above among incorporated herein by
Ford Credit Auto reference.
Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 4.4 Conformed copy of Series Filed as Exhibit 4.2 to
1992-3 Supplement dated Ford Credit Auto Loan
as of September 30, 1992 Master Trust Current
to Pooling and Servicing Report on Form 8-K dated
Agreement referred to in November 12, 1992 and
Exhibit 4-A above among incorporated herein by
Ford Credit Auto reference.
Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended January 31, 1994. Master Trust Current
Report on Form 8-K
dated February 22, 1994
and incorporated
herein by reference.
-8-
<PAGE>
ITEM 14. (Continued)
Designation Description Method of Filing
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Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period ended Ford Credit Auto Loan
February 28, 1994. Master Trust Current
Report on Form 8-K
dated March 4, 1994
and incorporated
herein by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period ended Ford Credit Auto Loan
March 31, 1994. Master Trust Current
Report on Form 8-K
dated April 11, 1994
and incorporated
herein
by reference.
Exhibit 19.14 Prospectus dated January Filed as Exhibit 28.1
30, 1992 relating to to Ford Credit Auto
Series 1992-1 Master Trust Current
Certificates. Report on Form 8-K
dated February 7, 1992
and incorporated herein
by reference.
Exhibit 19.15 Prospectus dated May Filed as Exhibit 28.1
11, 1993 relating to to Ford Credit Auto
Series 1992-2 Loan Master Trust
Certificates. Report on Form 8-K
dated May 15, 1992 and
incorporated herein by
reference.
Exhibit 19.16 Prospectus dated November Filed as Exhibit 28.1
6, 1992 relating to to Ford Credit Auto
Series 1992-3 Loan Master Trust
Certificates Current Report on
Form 8-K dated
November 12, 1992 and
incorporated herein by
reference.
Exhibit 99 Selected Information Filed with this
relating to the Series report.
1992-1 Certificates, the
the Series 1992-2
Certificates and the Series
1992-3 Certificates.
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<PAGE>
(b) Reports on Form 8-K
Date of Report Item
January 10, 1994 Item 5 - Other Events
February 22, 1994 Item 5 - Other Events
March 4, 1994 Item 5 - Other Events
SIGNATURES
Pursuant to the requirements of Section 13 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.
Ford Credit Auto Loan Master Trust
(Registrant)
May 11, 1994 By: /s/ Richard P. Conrad
------------------------
Richard P. Conrad
(Assistant Secretary of Ford
Credit Auto Receivables
Corporation, originator of
Trust)
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
- - -------- ---------------------- ----
Exhibit 3.1 Restated Certificate of *
Incorporation of Ford Credit
Auto Receivables Corporation.
Exhibit 3.2 By-Laws of Ford Credit Auto *
Receivables Corporation.
Exhibit 4.1 Conformed copy of Pooling and *
Servicing Agreement dated as
of December 31, 1991 among
Ford Credit Auto Receivables
Corporation, as seller, Ford
Motor Credit Company, as
servicer, and Chemical Bank,
as trustee.
Exhibit 4.2 Conformed copy of Series *
1992-1 Supplement dated as of
December 31, 1991 to the
Pooling and Servicing
Agreement referenced in Exhibit
4-A above among Ford Credit
Auto Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 4.3 Conformed copy of Series *
1992-2 Supplement dated as of
March 31, 1993 to the Pooling
and Servicing Agreement
referred to in Exhibit 4-A
above among Ford Credit Auto
Receivables Corporation, as
seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 4.4 Conformed copy of Series *
1992-3 Supplement dated as
of September 30, 1992 to
Pooling and Servicing
Agreement referred to in Exhibit
4-A above among Ford Credit
Auto Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
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Exhibit 19.1 Distribution Date Statement *
for Collection Period
ended January 31, 1994.
Exhibit 19.2 Distribution Date Statement *
for Collection Period
ended February 28, 1994.
Exhibit 19.3 Distribution Date Statement *
for Collection Period
ended March 31, 1994.
Exhibit 19.14 Prospectus dated January 30, *
1992 relating to Series
1992-1 Certificates.
Exhibit 19.15 Prospectus dated May 11, 1992 *
relating to Series 1992-2
Certificates.
Exhibit 19.16 Prospectus dated November 6, *
1992 relating to Series 1992-3
Certificates.
Exhibit 99 Selected Information relating 12
to the Series 1992-1
Certificates, the Series 1992-2
Certificates and the Series
1992-3 Certificates.
__________________
* Previously Filed
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Exhibit 99
Selected Information
Relating to Series 1992-1 Certificates,
Series 1992-2 Certificates and Series
1992-3 Certificates January 1, 1993
through December 31, 1993
----------------------------------------
Series 1992-1, Series 1992-2, Series 1992-3,
6 7/8% Auto 7 3/8% Auto 5 5/8% Auto
Loan Asset Loan Asset Loan Asset
Backed Backed Backed
Certificates Certificates Certificates
-------------- -------------- --------------
Interest Paid $ 68,750,000.04 $ 51,624,999.96 $ 56,250,000.00
Servicing Fee
Paid $ 9,999,999.96 $ 6,999,999.96 $ 9,999,999.96
