SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----
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 June 30, 1998
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: 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
- -------------------- -----------------------------------
(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 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>
<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 1994, the Company registered with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, (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. In April 1997, the Company
sold pursuant to Regulation S under the Act, the Series 1997-1 Floating Rate
Auto Loan Asset Backed Certificates (the "Series 1997-1 Certificates") in the
initial amount of $750,000,000. The Series 1994-1 Certificates, the Series
1995-1 Certificates, the Series 1996-1 Certificates, the Series 1996-2
Certificates and the Series 1997-1 Certificates were created pursuant to the
Series 1994-1 Supplement dated as of June 30, 1994 to the Pooling and Servicing
Agreement (the "1994-1 Supplement"), the 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"), and the Series 1997-1 Supplement dated as of March 31, 1997 to the
Pooling and Servicing Agreement(the "1997-1 Supplement"), respectively. Each
Series of Certificates represents an undivided interest in certain assets of the
Trust.
-2-
<PAGE>
<PAGE>
ITEM 2. PROPERTIES
- -------------------
For information regarding the property of the Trust, see the Pooling and
Servicing Agreement and the Current Reports on Form 8-K incorporated by
reference herein. 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 16 Series 1994-1 Certificateholders, 68 Series 1995-1
Certificateholders, 51 Series 1996-1 Certificateholders and 14 1996-2
Certificateholders at July 20, 1998. There is no established public trading
market for any of these Certificates. The Series 1997-1 Certificates, sold
pursuant to Regulation S under the Act were listed on the Luxembourg and Hong
Kong Stock Exchanges.
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 $112,425 11.2%
Floating Rate 4 New York Plaza
Auto Loan 13th Fl.
Asset Backed New York, NY 10004
Certificates
-3-
<PAGE>
<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 1994-1, CitiBank, N.A. $244,110 24.4%
Floating Rate P. O. Box 30576
Auto Loan Tampa, FL 33630-3576
Asset Backed
Certificates
Series 1994-1, Northern Trust Co.- $ 90,665 9.1%
Floating Rate Trust
Auto Loan 801 S. Canal C-In
Asset Backed Chicago, IL 60607
Certificates
Series 1994-1, SSB - Custodian $481,035 48.1%
5 5/8% Auto Loan Global Corp Action
Asset Backed Dept JAB5W
Certificates P. O. Box 1631
Boston, MA 02105-1631
Series 1995-1 Bank of New York $181,530 18.1%
6.50% Auto Loan 925 Patterson Plank Rd.
Asset Backed Secaucus, NJ 07094
Certificates
Series 1995-1 Bankers Trust Company $105,584 10.5%
6.50% Auto Loan c/o BT Services
Asset Backed Tennessee, Inc.
Certificates 648 Grassmere Park Rd.
Nashville, TN 37211
-4-
<PAGE>
<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 1995-1 Boston Safe Deposit & $ 90,519 9.0%
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 Trust Operations Dept.,
Plaza 3
5th Floor Harborside,
Fin'l Center
Jersey City, NJ 07311-1904
Series 1995-1 Chase Manhattan Bank $176,448 17.6%
6.50% Auto Loan 4 New York Plaza
Asset Backed Proxy Dept. 13th Fl.
Certificates New York, NY 10004
Series 1995-1 SSB-Custodian $155,352 15.5%
6.50% Auto Loan Global Corp Action
Asset Backed Dept JAB5W
Certificates P. O. Box 1631
Boston, MA 02105-1631
-5-
<PAGE>
<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 $ 47,790 6.0%
5.50% Auto 925 Patterson Plank Rd.
Loan Asset Secaucus, NJ 07094
Backed
Certificates
Series 1996-1, Bankers Trust Company $113,184 14.1%
5.50% Auto c/o BT Services
Loan Asset Tennessee, Inc.
Backed 648 Grassmere Park Rd.
Certificates 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 Boston Safe Deposit and $ 54,495 6.8%
5.50% Auto Trust Company
Loan Asset c/o Mellon Bank N.A.
Backed Three Mellon Bank Center
Certificates Room 153-3015
Pittsburgh, PA 15259
Series 1996-1 Chase Manhattan Bank $ 71,050 8.9%
5.50% Auto 4 New York Plaza
Loan Asset 13th Fl.
Backed New York, NY 10004
Certificates
Series 1996-1 Northern Trust Company $ 40,110 5.0%
5.50% Auto 801 S. Canal C-In
Loan Asset Chicago, IL 60607
Backed
Certificates
Series 1996-1 Prudential Securities $104,110 13.0%
5.50% Auto Custody Incorporated
Loan Asset 51 Mercedes Way
Backed Edgewood, NY 10717
Certificates
-6-
<PAGE>
<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 SSB-Custodian $104,820 13.1%
5.50% Auto Global Corp Action
Loan Asset Dept JAB5W
Backed P.P. Box 1631
Certificates Boston, MA 02105-1631
Series 1996-2 Bankers Trust Company $145,000 15.1%
Floating Rate c/o BT Services
Auto Loan Tennessee, Inc.
Asset Backed 648 Grassmere Park Rd.
Certificates Nashville, TN 37211
Series 1996-2 Citibank, N.A. $197,900 20.6%
Floating Rate P.O. Box 30576
Auto Loan Tampa, FL 33630-3576
Asset Backed
Certificates
Series 1996-2 SSB-Custodian $421,245 43.9%
Floating Rate P. O. Box 1631
Auto Loan Boston, MA 02105-1631
Asset Backed
Certificates
* As of July 20, 1998
-7-
<PAGE>
<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 Statementon 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 The Chase by reference.
Manhattan Bank, as
successor trustee.
-8-
<PAGE>
<PAGE>
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended January 31, 1998. Master Trust Current
Report on Form 8-K dated February 19,
1998 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, 1998. Master Trust Current
Report on Form 8-K dated March 23,
1998 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, 1998. Master Trust Current
Report on Form 8-K dated April 7,
1998 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, 1998. Master Trust Current
Report on Form 8-K dated May 12,
1998 and incorporated herein by
reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period ended Ford Credit Auto Loan
May 31, 1998. Master Trust Current
Report on Form 8-K dated June 8,
1998 and incorporated herein by
reference.
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period ended Ford Credit Auto Loan
June 30, 1998. Master Trust Current
Report on Form 8-K dated July 13,
1998 and incorporated herein by
reference.
Exhibit 99 Selected Information Filed with this report.
relating to the Series
1994-1 Certificates,
the Series 1995-1
Certificates, the Series
1996-1 Certificates,
the Series 1996-2
Certificates and the Series
1997-1 Certificates.
-9-
<PAGE>
<PAGE>
(b) Reports on Form 8-K
Date of Report Item
April 30, 1998 Item 5 - Other Events
May 31, 1998 Item 5 - Other Events
June 30, 1998 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)
August 7, 1998 By:/s/ Richard P. Conrad
------------------------
Richard P. Conrad
(Assistant Secretary of Ford
Credit Auto Receivables
Corporation, originator of
Trust)
-10-
<PAGE>
<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 The Chase
Manhattan Bank, as successor
trustee.
Exhibit 19.1 Distribution Date Statement *
for Collection Period
ended January 31, 1998.
Exhibit 19.2 Distribution Date Statement *
for Collection Period
ended February 28, 1998.
Exhibit 19.3 Distribution Date Statement *
for Collection Period
ended March 31, 1998.
Exhibit 19.4 Distribution Date Statement *
for Collection Period
ended April 30, 1998.
Exhibit 19.5 Distribution Date Statement *
for Collection Period
ended May 31, 1998.
Exhibit 19.6 Distribution Date Statement *
for Collection Period
ended June 30, 1998.
Exhibit 99 Selected Information relating
to the Series 1994-1 Certificates,
the Series 1995-1 Certificates,
the Series 1996-1 Certificates,
the Series 1996-2 Certificates,
and the Series 1997-1 Certificates.
- ------------------
* Previously Filed
-11-
<PAGE>
Exhibit 99
Selected Information
Relating to Series
1994-1 Certificates,
Series 1995-1 Certificates, Series 1996-1
Certificates, Series 1996-2 Certificates, and
Series 1997-1 Certificates from
January 1, 1998 through June 30, 1998
-------------------------------------------
<TABLE>
<CAPTION>
Series 1994-1 Series 1995-1 Series 1996-1 Series 1996-2 Series 1997-1
Floating Rate 6.50% Auto 5.50% Auto Floating Rate Floating Rate
Loan Asset Loan Asset Loan Asset Loan Asset Loan Asset
Backed Backed Backed Backed Backed
Certificates Certificates Certificates Certificates Certificates
------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Interest
Paid $29,509,611.66 $31,871,527.80 $21,834,722.23 $28,492,200.00 $21,828,875.43
Servicing
Fee Paid $ 4,499,999.98 $ 4,499,999.98 $ 4,000,000.02 $ 4,800,000.00 $ 3,750,000.00
</TABLE>
-12-
