SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______
FORM 10-K
(Mark One)
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - --- EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- - --- SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to .
Commission file numbers 0-21686
FORD CREDIT AUTO LOAN MASTER TRUST
SERIES 1992-1, 1992-2, 1994-1, AND 1995-1
(Ford Credit Auto Receivables Corporation - Originator)
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-2973806
- - ------------------------ ----------------------------
(State of Incorporation) (Employer Identification No.)
The American Road, Dearborn, Michigan 48121
- - ---------------------------------------- ----------
(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: NONE
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. XX Yes. No.
----- -----
<PAGE>
<Page 2> 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.
The Company has registered with the Securities and 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, the Series 1994-1, Floating
Rate Auto Loan Asset Backed Certificates (the "1994-1 Certificates") in the
initial principal amount of $1,000,000,000 and the Series 1995-1, 6.50% Auto
Loan Asset Backed Certificates (the "1995-1 Certificates") in the initial
principal amount of $1,000,000,000. The Series 1992-1 Certificates,
Series 1992-2 Certificates, Series 1994-1 Certificates and the 1995-1
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"), the Series 1994-1 Supplement dated as of June 30, 1994 to
the Pooling and Servicing Agreement (the "1994-1 Supplement") and the Series
1995-1 Supplement dated as of June 30, 1995 to the Pooling and Servicing
Agreement (the "1995-1 Supplement"), respectively. Each Series of
Certificates represents an undivided interest in certain assets of the Trust.
<PAGE>
<Page 3>
ITEM 2. PROPERTIES
- - -------------------
For information regarding the property of the Trust, see the
Pooling and Servicing Agreement, the 1992-1 Supplement, the 1992-2
Supplement, the 1994-1 Supplement, the 1995-1 Supplement and the prospectuses
(Exhibits 19.13, 19.14, 19.15 and 19.16) relating to the Series 1992-1
Certificates, the Series 1992-2 Certificates, the 1994-1 Certificates and the
1995-1 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 1995, see the Current Reports on Form 8-K incorporated by
reference herein (Exhibits 19.1 through 19.12). For additional information,
regarding the Certificates, see Exhibit 99.
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
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 60 Series 1992-1 Certificateholders, 70 Series 1992-2
Certificateholders, 27 Series 1994-1 Certificateholders and 79 Series
1995-1 Certificateholders at February 1, 1996. 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.
<PAGE>
<Page 4> 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 $ 96,790 9.7%
6 7/8% Auto Loan Corporate Securities
Asset Backed Services
Certificates 16 Wall Street, Level D
New York, NY 10005
Series 1992-1, Chemical Bank/MHT $ 83,580 8.4%
6 7/8% Auto Loan 55 Water Street, Room 510
Asset Backed New York, NY 10017
Certificates
Series 1992-1, The Chase Manhattan $179,130 17.9%
6 7/8% Auto Loan Bank, N.A.
Asset Backed 1 Chase Manhattan Plaza
Certificates 3B - Proxy Dept.
New York, NY 10081
Series 1992-1, Marine Treasury $ 75,300 7.5%
6 7/8% Auto Loan Investment
Asset Backed 140 Broadway,
Certificates Level A
New York, NY 10015
Series 1992-1 Citibank, N.A. $ 67,460 6.7%
6 7/8% Auto Loan 111 Wall Street
Asset Backed New York, NY 10043
Certificates
Series 1992-1, SSB-Custodian $109,445 10.9%
6 7/8% Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NY 11717
Series 1992-1 First National Bank $ 99,925 10.0%
6 7/8% Auto Loan of Chicago
Asset Backed c/o ADP Proxy Services
Certificates 51 Mercedes Way
New York, NY
<PAGE>
<Page 5>
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 1992-2 Bank of New York $ 57,700 8.2%
7 3/8% Auto Loan 925 Patterson Plank Rd.
Asset Backed Secaucus, NJ 07094
Certificates
Series 1992-2, Bankers Trust Company $ 99,075 14.1%
7 3/8% Auto Loan Corporate Securities
Asset Backed Services
Certificates 16 Wall Street, Level D
New York, NY 10005
Series 1992-2, Boston Safe Deposit & $ 47,100 6.7%
7 3/8% Auto Loan Trust Co.
Asset Backed c/o ADP Proxy Services
Certificates 51 Mercedes Way
Edgewood, NY 11717
Series 1992-2, The Chase Manhattan $143,525 20.5%
7 3/8% Auto Loan Bank, N.A.
Asset Backed 1 Chase Manhattan Plaza
Certificates 3B - Proxy Dept.
New York, NY 10081
Series 1992-2 Citibank, N.A. $ 51,800 7.4%
7 3/8% Auto Loan 111 Wall Street
Asset Backed 20th Floor, Zone 9
Certificates New York, NY 10043
Series 1992-2 SSB-Custodian $ 50,815 7.2%
7 3/8% Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NY 11717
<PAGE>
<Page 6>
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 1994-1 Boston Safe Deposit $ 55,335 5.5%
Floating Rate & Trust Co.
Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NY 11717
Series 1994-1 Chase Manhattan Bank $ 64,590 6.5%
Floating Rate 1 Chase Manhattan Plaza
Auto Loan 3B-Proxy Dept.
Asset Backed New York, NY 10081
Certificates
Series 1994-1 Citibank, N.A. $278,700 27.9%
Floating Rate 111 Wall Street
Auto Loan 20th Floor, Zone 9
Asset Backed New York, NY 10043
Certificates
Series 1994-1 PNC National $255,100 25.5%
Floating Rate Association
Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NY 11717
Series 1994-1 SSB-Custodian $140,100 14.0%
Floating Rate c/o ADP Proxy Services
Auto Loan 51 Mercedes Way
Asset Backed Edgewood, NY 11717
Certificates
Series 1995-1 Bank of New York $118,671 11.9%
6.50% Auto Loan 925 Patterson Plank Rd.
Asset Backed Secaucus, NJ 07094
Certificates
Series 1995-1 Chase Manhattan Bank, $135,062 13.5%
6.50% Auto Loan N.A.(The)
Asset Backed 3B-Proxy Dept.
Certificates New York, NY 10081
Series 1995-1 Morgan Guaranty Trust Co. $ 52,800 5.3%
6.50% Auto Loan 37 Wall Street, 16th FL
Asset Backed New York, NY 10260
Certificates<PAGE>
<Page 7>
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 1995-1 Northern Trust Co. $ 52,115 5.2%
6.50% Auto Loan -Trust
Asset Backed c/o ADP Proxy Services
Certificates 51 Mercedes Way
Edgewood, NY 11717
Series 1995-1 SSB-Custodian $159,018 15.9%
6.50% Auto Loan c/o ADP Proxy Services
Asset Backed 51 Mercedes Way
Certificates Edgewood, NY 11717
* As of February 1, 1996<PAGE>
<Page 8>
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's
Corporation. 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 Corporation's
1991 among Ford Credit Registration Statement on
Auto Receivables Form S-1 (No. 33-47582)
Corporation, as seller, and incorporated herein
Ford Motor Credit Company by reference.
as servicer, and Chemical
Bank, as trustee.
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
4.1 above among Ford by reference.
Credit Auto Receivables
Corporation, as seller,
Ford Motor Credit Company,
as servicer, and Chemical
Bank, as trustee.
<PAGE>
<Page 9>
ITEM 14. (Continued)
Designation Description Method of Filing
- - ----------- ----------- -----------------
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 4.1 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 Form of Series Filed as Exhibit 4.2 to
1994-1 Supplement dated Registration Statement No.
as of June 30, 1994 33-54673 on Form S-3 and
to Pooling and Servicing incorporated herein by
Agreement referred to in reference.
Exhibit 4.1 above among
Ford Credit Auto Receivables
Corporation, as seller, Ford
Motor Credit Company, as
servicer, and Chemical Bank,
as trustee.
Exhibit 4.5 Form of Series Filed as Exhibit 4.2 to
1995-1 Supplement dated Registration Statement
as of June 30, 1995 No. 33-61033 on Form S-3
to Pooling and Servicing and incorporated herein by
Agreement referred to in reference.
Exhibit 4.1 above among
Ford Credit Auto
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, 1995. Master Trust Current
Report on Form 8-K
dated February 8, 1995
and incorporated herein
by reference.
<PAGE>
<Page 10>
ITEM 14. (Continued)
Designation Description Method of Filing
- - ----------- ----------- -----------------
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period ended Ford Credit Auto Loan
February 28, 1995. Master Trust Current
Report on Form 8-K
dated March 5, 1995
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, 1995. Master Trust Current
Report on Form 8-K
dated April 4, 1995
and incorporated herein
by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended April 30, 1995. Master Trust Current
Report on Form 8-K
dated May 9, 1995 and
incorporated herein by
reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended May 31, 1995. Master Trust Current
Report on Form 8-K
dated June 2, 1995 and
incorporated herein by
reference.
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended June 30, 1995. Master Trust Current
Report on Form 8-K
dated July 18, 1995 and
incorporated herein by
reference.
Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended July 31, 1995 Master Trust Current
Report on Form 8-K
dated August 9, 1995
and incorporated
herein by reference.
<PAGE>
<Page 11>
ITEM 14. (Continued)
Designation Description Method of Filing
- - ----------- ----------- -----------------
Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended August 31, 1995. Master Trust Current
Report on Form 8-K
dated September 14, 1995
and incorporated herein
by reference.
Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended September 30, 1995. Master Trust Current
Report on Form 8-K
dated October 16, 1995
and incorporated herein
by reference.
Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended October 31, 1995. Master Trust Current
Report on Form 8-K
dated November 15, 1995
and incorporated herein
by reference.
Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended November 30, 1995. Master Trust Current
Report on Form 8-K
dated December 11, 1995
and incorporated herein
by reference.
Exhibit 19.12 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended December 31, 1995. Master Trust Current
Report on Form 8-K
dated January 12, 1996
and incorporated herein
by reference.
Exhibit 19.13 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.
<PAGE>
<Page 12>
ITEM 14. (Continued)
Designation Description Method of Filing
- - ----------- ----------- -----------------
Exhibit 19.14 Prospectus dated May Filed as Exhibit 28.1 to
11, 1992 relating to Ford Credit Auto Loan
Series 1992-2 Master Trust Current.
Certificates. Report on Form 8-K dated
May 15, 1992 and
incorporated herein by
reference.
Exhibit 19.15 Prospectus dated July Filed with the Commission
26, 1994 relating to pursuant to Rule 424(b)(1) on
Series 1994-1 July 27, 1994 and
Certificates. incorporated herein by
reference.
Exhibit 19.16 Prospectus dated August 1, Filed with the Commission
1995 relating to Series pursuant to Rule 424(b)(1)
1995-1 Certificates on August 3, 1995 and
incorporated herein by
reference.
Exhibit 99 Selected Information Filed with this report.
relating to the Series
1992-1 Certificates, the
the Series 1992-2
Certificates, the Series
1994-1 Certificates and the
1995-1 Certificates.
<PAGE>
<Page 13>
(b) Reports on Form 8-K
Date of Report Item
October 16, 1995 Item 5 - Other Events
November 15, 1995 Item 5 - Other Events
December 11, 1995 Item 5 - Other Events
January 12, 1996 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)
March 22, 1996 By: /s/ Richard P. Conrad
------------------------
Richard P. Conrad
(Assistant Secretary of Ford
Credit Auto Receivables
Corporation, originator of
Trust)<PAGE>
<Page 14>
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
4.1 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 4.1
above among Ford Credit Auto
Receivables Corporation, as
seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 4.4 Form of Series 1994-1 *
Supplement to the Pooling
and Servicing Agreement
referred to in Exhibit 4.1
above among Ford Credit
Auto Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
<PAGE>
<Page 15>
Exhibit 4.5 Form of Series 1995-1 *
Supplement to the Pooling
and Servicing Agreement
referred to in Exhibit 4.1
above among Ford Credit
Auto Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 19.1 Distribution Date Statement *
for Collection Period
ended January 31, 1995.
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, 1995.
Exhibit 19.4 Distribution Date Statement *
for Collection Period
ended April 30, 1995.
Exhibit 19.5 Distribution Date Statement *
for Collection Period
ended May 31, 1995.
Exhibit 19.6 Distribution Date Statement *
for Collection Period
ended June 30, 1995.
Exhibit 19.7 Distribution Date Statement *
for Collection Period
ended July 31, 1995.
Exhibit 19.8 Distribution Date Statement *
for Collection Period
ended August 31, 1995.
Exhibit 19.9 Distribution Date Statement *
for Collection Period
ended September 30, 1995.
Exhibit 19.10 Distribution Date Statement *
for Collection Period
ended October 31, 1995.
<PAGE>
<Page 16>
Exhibit 19.11 Distribution Date Statement *
for Collection Period
ended November 30, 1995.
Exhibit 19.12 Distribution Date Statement *
for Collection Period
ended December 31, 1995.
Exhibit 19.13 Prospectus dated January 30, *
1992 relating to Series
1992-1 Certificates.
Exhibit 19.14 Prospectus dated May 11, 1992 *
relating to Series 1992-2
Certificates.
Exhibit 19.15 Prospectus dated July 26, 1994 *
relating to Series 1994-1
Certificates.
Exhibit 19.16 Prospectus dated August 1, 1995 *
relating to Series 1995-1
Certificates.
Exhibit 99 Selected Information relating Filed with this Report.
to the Series 1992-1
Certificates, the Series 1992-2
Certificates, the Series
1994-1 Certificates and the
1995-1 Certificates.
__________________
* Previously Filed
<Page 17> Exhibit 99
Selected Information
Relating to Series 1992-1 Certificates,
Series 1992-2 Certificates, Series 1994-1 and
Series 1995-1 Certificates from January 1, 1995
through December 31, 1995
----------------------------------------
<TABLE>
<CAPTION>
Series 1992-1 Series 1992-2 Series 1994-1 Series 1995-1
6 7/8% Auto 7 3/8% Auto Floating Rate 6.50% Auto
Loan Asset Loan Asset Loan Asset Loan Asset
Backed Backed Backed Backed
Certificates Certificates Certificates Certificates
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest
Paid $ 68,750,000.04 $ 51,624,999.96 $ 64,008,819.43 $ 26,010,416.67
Servicing
Fee Paid $ 9,999,999.96 $ 6,999,999.96 $ 9,999,999.96 $ 4,166,666.65
</TABLE>
