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, 1997
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, 1995-1, 1996-1 AND 1996-2
(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.
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<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 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.
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, 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 1996-1, 5.50% Auto Loan Asset
Backed Certificates (the "1996-1 Certificates") in the initial principal
amount of $800,000,000 and the Series 1996-2 Variable Rate Auto Loan Asset
Backed Certificates (the "1996-2 Certificates") in the initial principal
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 1992-1 Certificates, Series 1992-2
Certificates, Series 1994-1 Certificates, Series 1995-1 Certificates, Series
1996-1 Certificates, Series 1996-2 Certificates and Series 1997-1 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"), 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 as of December 31, 1995 to the Pooling and Servicing
Agreement (the "1996-1 Supplement"), the Series 1996-2 Supplement dated as of
December 31, 1995 to the Pooling and Servicing Agreement (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.<PAGE>
<Page 3>
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 21 Series 1994-1 Certificateholders, 71 Series 1995-1
Certificateholders, 51 Series 1996-1 Certificateholders and 16 Series 1996-2
Certificateholders at February 27, 1998. There is no established public
trading market for any of the Certificates. The Series 1992-1 and Series
1992-2 were repurchased from the Trust in 1997.
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 1994-1 Chase Manhattan Bank $104,425 10.4%
Floating Rate 4 New York Plaza
Auto Loan 13th Floor
Asset Backed New York, NY 10004
Certificates
Series 1994-1 Citibank N.A. $244,910 24.5%
Floating Rate P. O. Box 30576
Auto Loan Tampa, FL 33630-3576
Asset Backed
Certificates
Series 1994-1 Northern Trust Company $ 91,200 9.1%
Floating Rate 801 S. Canal C-In
Auto Loan Chicago, IL 60607
Asset Backed
Certificates
Series 1994-1 SSB-Custodian $481,035 48.1%
Floating Rate Global Proxy Unit, A5NW
Auto Loan P. O. Box 1631
Asset Backed Boston, MA 02105-1631
Certificates
Series 1995-1 Bank of New York $139,560 13.9%
6.50% Auto Loan 925 Patterson Plank Rd.
Asset Backed Secaucus, NJ 07094
Certificates
Series 1995-1 Bankers Trust Company $ 87,070 8.7%
6.50% Auto Loan c/o BT Services
Asset Backed Tennessee Inc.
Certificates 648 Grassmere Park Drive
Nashville, TN 37211
<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 1995-1 Boston Safe Deposit $ 75,085 7.5%
6.50% Auto Loan & Trust Co.
Asset Backed c/o Mellon Bank N.A.
Certificates Three Mellon Bank Center
Pittsburgh, PA 15259
Series 1995-1 Bank of Toyko-Mitsubishi $110,000 11.0%
6.50% Auto Loan Trust Company (The)
Asset Backed Trust Operations Dept.
Certificates Plaza 3, Fifth Floor
Harborside Fin'l Ctr.
Jersey City, NJ 07311-1904
Series 1995-1 Chase Manhattan Bank, $150,960 15.1%
6.50% Auto Loan 4 New York Plaza
Asset Backed 13th Floor
Certificates New York, NY 10004
Series 1995-1 Merrill, Lynch, Pierce, $ 52,000 5.2%
6.50% Auto Loan Fenner & Smith, Inc.
Asset Backed 4 Corporate Place
Certificates Corporate Park 287
Piscataway, NJ 08855<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 1995-1 SSB-Custodian $194,425 19.4%
6.50% Auto Loan Global Corporate Action
Asset Backed Dept.
Certificates P.O.Box 1631
Boston, MA 02105-1631
Series 1996-1 Bankers Trust Company $113,890 14.2%
5.50% Auto Loan c/o BT Services
Asset Backed Tennessee, Inc.
Certificates Custody Services
648 Grassmere Park Road
Nashville, TN 37211
Series 1996-1 Bank One Trust Company $101,000 12.6%
5.50% Auto Loan N.A./Public Employee
Asset Backed Retirement System
Certificates 277 E. Town Street
Columbus, OH 43215
Series 1996-1 Chase Manhattan Bank $ 72,400 9.1%
5.50% Auto Loan 4 New York Plaza
Asset Backed 13th Floor
Certificates New York, NY 10004
<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 1996-1 Prudential Securities $104,110 13.0%
5.50% Auto Loan Custody
Asset Backed c/o ADP Proxy Services
Certificates Edgewood, NY 11717
Series 1996-1 SSB-Custodian $102,295 12.8%
5.50% Auto Loan Global Corp Action Dept.
Asset Backed JAB5W
Certificates P. O. Box 1631
Boston, MA 02105-1631
Series 1996-2 Bankers Trust Company $135,000 14.1%
Variable Auto c/o BT Services
Loan Asset Tennessee, Inc.
Backed Custody Services
Certificates 648 Grassmere Park Road
Nashville, TN 37211
Series 1996-2 Citibank N.A. $197,900 20.6%
Variable Auto P. O. Box 30576
Loan Asset Tampa, FL 33607
Backed
Certificates
Series 1996-2 SSB-Custodian $446,245 46.5%
Variable Auto Global Corp Action Dept.
Loan Asset JAB5W
Backed P.O.Box 1631
Certificates Boston, MA 02105-1631
* As of February 27, 1998<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 The Chase
Manhattan 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.
<PAGE>
<Page 9>
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, 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.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended April 30, 1997. Master Trust Current
Report on Form 8-K
dated May 14, 1997 and
incorporated herein by
reference.
<PAGE>
<Page 10>
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended May 31, 1997. Master Trust Current
Report on Form 8-K
dated June 17, 1997 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, 1997. Master Trust Current
Report on Form 8-K
dated July 14, 1997 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, 1997 Master Trust Current
Report on Form 8-K
dated August 12, 1997
and incorporated
herein by reference.
Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended August 31, 1997. Master Trust Current
Report on Form 8-K
dated September 10, 1997
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, 1997. Master Trust Current
Report on Form 8-K
dated October 14, 1997
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, 1997. Master Trust Current
Report on Form 8-K
dated November 12, 1997
and incorporated herein
by reference.
<PAGE>
<Page 11>
ITEM 14. (Continued)
Designation Description Method of Filing
- ----------- ----------- -----------------
Exhibit 19.11 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Loan
ended November 30, 1997. Master Trust Current
Report on Form 8-K
dated December 8, 1997
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, 1997. Master Trust Current
Report on Form 8-K
dated January 13, 1998
and incorporated herein
by reference.
Exhibit 99.1 Selected Information Filed with this report.
relating to the Series
1992-1 Certificates,
Series 1992-2
Certificates, Series
1994-1 Certificates,
Series 1995-1 Certificates,
Series 1996-1 Certificates,
Series 1996-2 Certificates
and Series 1997-1 Certificates.
<PAGE>
<Page 12>
(b) Reports on Form 8-K
Date of Report Item
October 14, 1997 Item 5 - Other Events
November 12, 1997 Item 5 - Other Events
December 8, 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)
March 25, 1998 By: /s/ Richard P. Conrad
------------------------
Richard P. Conrad
(Assistant Secretary of Ford
Credit Auto Receivables
Corporation, originator of
Trust)<PAGE>
<Page 13>
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 19.1 Distribution Date Statement *
for Collection Period
ended January 31, 1997.
Exhibit 19.2 Distribution Date Statement *
for Collection Period ended
February 28, 1997.
Exhibit 19.3 Distribution Date Statement *
for Collection Period ended
March 31, 1997.
Exhibit 19.4 Distribution Date Statement *
for Collection Period
ended April 30, 1997.
<PAGE>
<Page 14>
Exhibit
Number Description of Exhibit Page
- -------- ---------------------- ----
Exhibit 19.5 Distribution Date Statement *
for Collection Period
ended May 31, 1997.
Exhibit 19.6 Distribution Date Statement *
for Collection Period
ended June 30, 1997.
Exhibit 19.7 Distribution Date Statement *
for Collection Period
ended July 31, 1997
Exhibit 19.8 Distribution Date Statement *
for Collection Period
ended August 31, 1997.
Exhibit 19.9 Distribution Date Statement *
for Collection Period
ended September 30, 1997.
Exhibit 19.10 Distribution Date Statement *
for Collection Period
ended October 31, 1997.
Exhibit 19.11 Distribution Date Statement *
for Collection Period
ended November 30, 1997.
Exhibit 19.12 Distribution Date Statement *
for Collection Period
ended December 31, 1997.
Exhibit 99.1 Selected Information Filed with this report.
relating to the Series
1992-1 Certificates,
Series 1992-2
Certificates, Series
1994-1 Certificates,
Series 1995-1 Certificates,
Series 1996-1 Certificates,
Series 1996-2 Certificates
and Series 1997-1 Certificates.
Exhibit 99
Selected Information
Relating to Series 1992-1 Certificates
Series 1992-2 Certificates,
Series 1994-1 Certificates,
Series 1995-1 Certificates, Series 1996-1
Certificates, Series 1996-2 Certificates, and
Series 1997-1 Certificates from
January 1, 1997 through December 31, 1997
-------------------------------------------
<TABLE>
<CAPTION>
Series 1992-1 Series 1992-2 Series 1994-1 Series 1995-1 Series 1996-1
6 7/8% Auto 7 3/8% Auto Floating Rate 6.50% Auto 5.50% Auto
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 $ 5,729,166.67 $ 17,208,333.32 $ 59,641,480.81 $ 65,694,444.47 $ 44,033,333.38
Servicing
Fee Paid $ 333,333.33 $ 1,633,333.33 $ 9,999,999.96 $ 9,999,999.96 $ 8,000,000.04
Series 1996-2 Series 1997-1
Floating Rate Floating Rate
Loan Asset Loan Asset
Backed Backed
Certificates Certificates
------------ ------------
Interest
Paid $ 56,281,633.35 $ 28,828,051.27
Servicing
Fee Paid $ 9,600,000.00 $ 4,854,166.67
</TABLE>
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