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, 1997
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 number: 021686
FORD CREDIT AUTO LOAN MASTER TRUST
(Ford Credit Auto Receivables Corporation - Originator)
- ----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-2973806
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(State of Incorporation) (I.R.S. 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:
Series 1992-1, 6 7/8% Auto Loan Asset Backed Certificates
Series 1992-2, 7 3/8% Auto Loan Asset Backed Certificates
Series 1994-1, Floating Rate Auto Loan Asset Backed Certificates
Series 1995-1, 6.50% Auto Loan Asset Backed Certificates
Series 1996-1, 5.50% Auto Loan Asset Backed Certificates
Series 1996-2, Floating Rate 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 The Chase Manhattan Bank, (the
"Trustee"), as successor 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 seller.
In 1992, the Company registered with the Securities Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, (the "Act")
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, and 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. In 1994, the Company registered with the
Commission under the Act and sold to the general public the Floating Rate
Auto Loan Asset Backed Certificates (the "1994-1 Certificates") in the
initial principal amount of $1,000,000,000. In 1995, the Company registered
with the Commission under the Act and sold to the general public the
Series 1995-1, 6.50% Auto Loan Asset Backed Certificates (the "Series 1995-1
Certificates") in the initial principal amount of $1,000,000,000. In 1996,
the Company registered with the Commission under the Act and sold to the
general public the 1996-1, 5.50% Auto Loan Asset Backed Certificates (the
"Series 1996-1 Certificates") in the initial amount of $800,000,000 and the
Series 1996-2, Floating Rate Auto Loan Asset Backed Certificates (the 1996-2
Certificates") in the initial amount of $960,000,000. The Series 1992-1
Certificates, Series 1992-2 Certificates, Series 1994-1 Certificates, 1995-1
Certificates, Series 1996-1 Certificates and the Series 1996-2 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"), Series 1995-1 Supplement dated as of June 30, 1995 to the
Pooling and Servicing Agreement (the "1995-1 Supplement"), the Series 1996-1
Supplement dated December 31, 1995 (the "1996-1 Supplement") and the Series
1996-2 Supplement dated December 31, 1995 (the "1996-2 Supplement"),
respectively. Each Series of Certificates represents an undivided interest
in certain assets of the Trust.
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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 1994-1
Supplement, the 1995-1 Supplement, the 1996-1 Supplement, the 1996-2
Supplement and the prospectuses (Exhibits 19.14, 19.15, 19.16,
19.17, 19.18 and 19.19) relating to the Series 1992-1 Certificates, the
Series 1992-2 Certificates, the 1994-1 Certificates, the 1995-1 Certificates,
the 1996-1 Certificates and the 1996-2 Certificates and incorporated hereby
by reference. The Series 1992-1 Certificates were redeemed in January 1997
and the Series 1992-2 Certificates were redeemed in April 1997. For
additional information regarding the Certificates contained in the
Distribution Date Statements furnished to the Trustee on each Distribution
Date during 1997, 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.
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 27 Series 1994-1 Certificateholders, 74 Series 1995-1
Certificateholders, 61 Series 1996-1 Certificateholders and 13 1996-2
Certificateholders at April 30, 1997. 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 1994-1, Chase Manhattan Bank $ 93,915 9.4%
Floating Rate Two Chase Manhattan Plaza
Auto Loan 5th Floor
Asset Backed New York, NY 10081
Certificates
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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, Citicorp Services, $238,260 23.9%
Floating Rate Inc.
Auto Loan P. O. Box 30576
Asset Backed Tampa, FL 33630-3576
Certificates
Series 1994-1, Bank of New York $ 75,140 7.5%
Floating Rate 925 Patterson Plank Rd.
Auto Loan Secaucus, NJ 07094
Asset Backed
Certificates
Series 1994-1, Northern Trust Co.- $ 91,105 9.1%
Floating Rate Trust
Auto Loan 801 S. Canal C-In
Asset Backed Chicago, IL 60607
Certificates
Series 1994-1, SSB - Custodian $451,175 45.1%
5 5/8% Auto Loan Global Proxy Unit, A5NW
Asset Backed P. O. Box 1631
Certificates Boston, MA 02105-1631
Series 1995-1 Bank of New York $143,465 14.3%
6.50% Auto Loan 925 Patterson Plank Rd.
Asset Backed Secaucus, NJ 07094
Certificates
Series 1995-1 Bankers Trust Company $ 86,475 8.6%
6.50% Auto Loan c/o BT Services
Asset Backed Tennessee, Inc.
Certificates Custody Services
648 Grassmere Park Rd.
Nashville, TN 37211
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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 Boston Safe Deposit & $ 65,500 6.6%
6.50% Auto Loan Trust Co.
Asset Backed c/o Mellon Bank N.A.
Certificates Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1995-1 Bank of Tokyo- $110,000 11.0
6.50% Auto Loan Mitsubishi Trust
Asset Backed Company (The)
Certificates c/o The Bank of Tokyo
Trust Co.
100 Broadway
New York, NY 10005
Series 1995-1 Chase Manhattan Bank $170,945 17.1%
6.50% Auto Loan Two Chase Manhattan Plaza
Asset Backed 5th Floor
Certificates New York, NY 10081
Series 1995-1 Corestates Bank N.A. $ 50,940 5.1%
6.50% Auto Loan P. O. Box 7618 F.C.#1-9-1-21
Asset Backed Philadephia, PA 19106-7618
Certificates
Series 1995-1 SSB-Custodian $135,885 13.6%
6.50% Auto Loan Global Proxy Unit, A5NW
Asset Backed P. O. Box 1631
Certificates Boston, MA 02105-1631
Edgewood, NY 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
--------- ---------------- -------------- --------
Series 1996-1 Bank of New York $ 57,150 11.6%
5.50% Auto 925 Patterson Plank Rd.
Loan Asset Secaucus, NJ 07094
Backed
Certificates
Series 1996-1, Bankers Trust Company $ 93,140 11.6%
5.50% Auto c/o BT Services
Loan Asset Tennessee, Inc.
Backed Custody Services
Certificates 648 Grassmere Park Rd.
Nashville, TN 37211
Series 1996-1 Bank One Trust Company $101,000 12.6%
5.50% Auto N.A./
Loan Asset Public Employee
Backed Retirement System
Certificates 277 E. Town Street
Columbus, OH 43215
Series 1996-1 Chase Manhattan Bank $ 40,750 5.1%
5.50% Auto Two Chase Manhattan Plaza
Loan Asset 5th Floor
Backed New York, NY 10081
Certificates
Series 1996-1 Northern Trust Company $ 41,744 5.2%
5.50% Auto 801 S. Canal C-In
Loan Asset Chicago, IL 60607
Backed
Certificates
Series 1996-1 Prudential Securities $117,110 14.6%
5.50% Auto Incorporated
Loan Asset 111 8th Avenue, 4th Floor
Backed New York, NY 10011
Certificates
Series 1996-1 SSB-Custodian $ 97,739 12.2%
5.50% Auto Quincy Securities
Loan Asset Processing
Backed A5W P.O. Box 1631
Certificates Boston, MA 02105-1631
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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 1996-2 Bankers Trust Company $289,500 30.2%
Floating Rate c/o BT Services
Auto Loan Tennessee, Inc.
Asset Backed Custody Services
Certificates 648 Grassmere Park Rd.
Nashville, TN 37211
Series 1996-2 Chase Manhattan Bank/ $ 53,400 5.1%
Floating Rate Chemical
Auto Loan Auto Settlement Dept.
Asset Backed 4 New York Plaza, 4th Floor
Certificates New York, NY 10004
Series 1996-2 Citicorp Services Inc. $206,000 21.5%
Floating Rate P.O. Box 30576
Auto Loan Tampa, FL 33630-3576
Asset Backed
Certificates
Series 1996-2 SSB-Custodian $319,245 33.3%
Floating Rate Global Proxy Unit, A5NW
Auto Loan P.O. Box 1631
Asset Backed Boston, MA 02105-1631
Certificates
* As of April 30, 1997
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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>
Exhibit 4.2 Conformed copy of Series Filed as Exhibit 4.2 to
1992-1 Supplement Ford Credit Auto Loan
to the Pooling and Master Trust Current
Servicing Agreement Report on Form 8-K dated
referenced in Exhibit February 7, 1992 and
4.1 above among Ford and incorporated herein
Credit Auto Receivables by reference.
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 Ford Credit Auto Loan
Pooling and Servicing Master Trust Current
Agreement referred to in Report on Form 8-K dated
Exhibit 4.1 above among May 15, 1992 and
Ford Credit Auto incorporated herein by
Receivables Corporation, reference.
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 4.4 Form of Series 1994-1 Filed as Exhibit 4.2 to
Supplement to the Pooling Registration Statement No.
and Servicing Agreement 33-54673 on Form S-3 and
referred to in Exhibit 4.1 incorporated herein by
above among Ford Credit reference.
Auto Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 4.5 Form of Series 1995-1 Filed as Exhibit 4.2 to
Supplement to the Pooling Registration Statement No.
and Servicing Agreement 33-61033 on Form S-3 and
referred to in Exhibit 4.1 incorporated herein by
above among Ford Credit reference.
Auto Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
-9-<PAGE>
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 4.6 Form of Series 1996-1 Filed as Exhibit 4.2 to
Supplement to the Pooling Registration Statement No.
and Servicing Agreement 333-00243 on Form S-3 and
referred to in Exhibit 4.1 incorporated herein by
above among Ford Credit reference.
Auto Receivables Corporation,
as seller, Ford Motor Credit
Company, as servicer, and
Chemical Bank, as trustee.
Exhibit 4.7 Form of Series 1996-2 Filed as Exhibit 4.3 to
Supplement to the Pooling Registration Statement No.
and Servicing Agreement 333-00243 on Form S-3 and
referred to in Exhibit 4.1 incorporated herein by
above among Ford Credit reference.
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, 1997. Master Trust Current
Report on Form 8-K
dated February 18, 1997
and incorporated
herein by reference.
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period ended Ford Credit Auto Loan
February 28, 1997. Master Trust Current
Report on Form 8-K
dated March 13, 1997
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, 1997. Master Trust Current
Report on Form 8-K
dated April 7, 1997
and incorporated
herein
by reference.
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<PAGE>
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- ----------------
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 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 19.17 Prospectus dated August Filed with the Commission
1, 1995 relating to pursuant to Rule 424(b)(1) on
Series 1995-1 August 3, 1995 and
Certificates incorporated herein by
reference.
Exhibit 19.18 Prospectus dated February Filed with the Commission
12, 1996 relating to pursuant to Rule 424(b)(1) on
Series 1996-1 February 14, 1996 and
Certificates incorporated herein by
reference.
Exhibit 19.19 Prospectus dated February Filed with the Commission
12, 1996 relating to pursuant to Rule 424(b)(1) on
Series 1996-2 February 14, 1996 and
Certificates incorporated herein by
reference.
Exhibit 99 Selected Information Filed with this
relating to the Series report.
1992-1 Certificates, the
Series 1992-2 Certificates,
the Series 1994-1 Certifi-
cates, the Series 1995-1
Certificates, the Series
1996-1 Certificates and
the Series 1996-2
Certificates.
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<PAGE>
(b) Reports on Form 8-K
Date of Report Item
January 15, 1997 Item 5 - Other Events
February 18, 1997 Item 5 - Other Events
March 13, 1997 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 8, 1997 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
4.1 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
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.
-13-<PAGE>
Exhibit 4.5 Form of Series 1995-1 *
Supplement to the Pooling
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 4.6 Form of Series 1996-1 *
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 4.7 Form of Series 1996-2 *
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, 1997.
Exhibit 19.2 Distribution Date Statement *
for Collection Period
ended February 29, 1997.
Exhibit 19.3 Distribution Date Statement *
for Collection Period
ended March 31, 1997.
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<PAGE>
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 July 26, *
1994 relating to Series 1992-3
Certificates.
Exhibit 19.17 Prospectus dated August 1, *
1995 relating to Series 1995-1
Certificates.
Exhibit 19.18 Prospectus dated February *
12, 1996 relating to
Series 1996-1
Certificates
Exhibit 19.19 Prospectus dated February *
12, 1996 relating to
Series 1996-2
Certificates
Exhibit 99 Selected Information relating 16
to the Series 1992-1 Certificates,
the Series 1992-2 Certificates,
the Series 1994-1 Certificates,
the Series 1995-1 Certificates,
the Series 1996-1 Certificates
and the Series 1996-2 Certificates.
__________________
* Previously Filed
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<PAGE>
Exhibit 99
Selected Information
Relating to Series 1992-1, Series 1992-2,Series
1994-1 Certificates, Series 1995-1 Certificates, Series
1996-1 Certificates and Series 1996-2 Certificates from
January 1, 1997 through March 31, 1997
----------------------------------------
<TABLE>
<CAPTION>
Series 1992-1 Series 1992-2 Series 1994-1 Series 1995-1 Series 1996-1 Series 1996-2
6 7/8% Auto 7 3/8% Auto Floating Rate 6.50% Auto 5.50% Auto Floating Rate
Loan Asset Loan Asset Loan Asset Loan Asset Loan Asset Loan Asset
Backed Backed Backed Backed Backed Backed
Certificates Certificates Certificates Certificates Certificates Certificates
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Interest
Paid $ 5,729,166.67 $ 12,906,249.99 $ 14,557,708.31 $ 17,949,652.79 $ 10,718,055.57 $ 13,682,666.66
Servicing
Fee Paid $ 333,333.33 $ 1,400,000.00 $ 2,499,999.99 $ 2,499,999.99 $ 2,000,000.01 $ 2,400,000.00
</TABLE>
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