UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1993, OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________.
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 33-49169
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 33-49307
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 33-49307
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 33-49307
------------------------------------------- ---------------
(Exact name of registrant as Commission file
specified in its charter) number
Delaware Business Trusts 13-3284790
------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Bankers Trust (Delaware)
1001 Jefferson , Suite 550,
Wilmington, Delaware 19801
--------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrants' telephone number, including area code (212) 250-6864
-------------
Securities registered pursuant to Section 12(b) of the Act: (None)
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 of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject
to such filing requirements for the past 90 days. Yes X. No .
<PAGE>2
PART I
ITEM 1. BUSINESS
Each Capital Auto Receivables Asset Trust, (each a "Trust") was
formed pursuant to a Trust Agreement, between Capital Auto Receivables,
Inc. (the "Seller") and Bankers Trust (Delaware), as Owner Trustee of the
related Trust. The Trusts have issued Asset-Backed Notes (the "Notes").
The Notes are issued and secured pursuant to Indentures, between the
related Trust and The First National Bank of Chicago as Indenture Trustee.
Each Trust has also issued Asset-Backed Certificates.
CAPITAL AUTO RECEIVABLES ASSET TRUSTS
-------------------------------------
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
___________________________
<PAGE>3
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Each of the Trusts was formed pursuant to a trust agreement between
Capital Auto Receivables, Inc. (the "Seller") and Bankers Trust (Delaware),
as Owner Trustee, and issued the following asset-backed notes and
certificates. Each Trust acquired retail finance receivables from the
Seller in the aggregate amount as shown below in exchange for asset-backed
notes and asset-backed certificates representing undivided interests in
each of the Trusts. Each Trust's property includes a pool of retail
instalment sale contracts for new and used automobiles and light trucks,
certain monies due thereunder, security interests in the vehicles financed
thereby and certain other property.
Retail
Finance
Date of Sale Receivables
and Servicing Aggregate Asset-Backed Asset-Backed
Trust Agreement Amount Notes Certificates
- ---------- ----------------- --------- ---------------- ------------
(Millions) (Millions) (Millions)
Capital December 17, 1992 $1,607.1 Class A-1 $ 657.7 $ 56.2
Auto Class A-2 $ 641.6
Receivables Class A-3 $ 251.6
Asset Trust
1992-1
Capital February 11, 1993 $2,912.9 Class A-1 $ 322.0 $ 101.9
Auto Class A-2 $ 225.0
Receivables Class A-3 $ 125.0
Asset Trust Class A-4 $ 478.0
1993-1 Class A-5 $1,147.0
Class A-6 $ 318.0
Class A-7 $ 196.0
Capital June 2, 1993 $2,009.3 Class A-1 $ 750.0 $ 58.6
Auto Class A-2 $ 100.0
Receivables Class A-3 $ 641.0
Asset Trust Class A-4 $ 403.0
1993-2
Capital October 21, 1993 $2,504.9 Class A-1 $ 430.0 $ 81.4
Auto Class A-2 $ 59.0
Receivables Class A-3 $ 63.0
Asset Trust Class A-4 $ 210.0
1993-3 Class A-5 $ 484.3
Class A-6 $1,177.2 (Private
Placement)
General Motors Acceptance Corporation (GMAC), the originator of the
retail receivables, continues to service the receivables for the
aforementioned Trusts and receives compensation and fees for such services.
Investors receive periodic payments of principal and interest for each
class of notes and certificates as the receivables are liquidated.
____________________
II-1
<PAGE>4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CROSS REFERENCE SHEET
Caption Page
- ------------------------------------------------- ------
Capital Auto Receivables Asset Trust 1992-1,
Independent Auditors' Report, Financial Statements II-3
and Selected Quarterly Data for the Year Ended
December 31, 1993.
Capital Auto Receivables Asset Trust 1993-1,
Independent Auditors' Report, Financial Statements II-9
and Selected Quarterly Data for the period from
February 11, 1993 to December 31, 1993.
Capital Auto Receivables Asset Trust 1993-2,
Independent Auditors' Report, Financial Statements II-15
and Selected Quarterly Data for the period from
June 2, 1993 to December 31, 1993.
Capital Auto Receivables Asset Trust 1993-3,
Independent Auditors' Report, Financial Statements II-21
and Selected Quarterly Data for the period from
October 21, 1993 to December 31, 1993.
_____________________
II-2
<PAGE>5
INDEPENDENT AUDITORS' REPORT
March 22, 1994
The Capital Auto Receivables Asset Trust 1992-1, its Noteholders and
Certificateholders, Capital Auto Receivables, Inc., Bankers Trust
(Delaware), Owner Trustee, and The First National Bank of Chicago,
Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and
Equity of the Capital Auto Receivables Asset Trust 1992-1 as of December
31, 1993 and 1992, and the related Statement of Distributable Income for
the year ended December 31, 1993. These financial statements are the
responsibility of the Trust's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial
statements are prepared on the basis of cash receipts and disbursements,
which is a comprehensive basis of accounting other than generally accepted
accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity of the Capital Auto
Receivables Asset Trust 1992-1 at December 31, 1993 and 1992 and its
distributable income and distributions for the year ended December 31,
1993, on the basis of accounting described in Note 1.
s\ DELOITTE & TOUCHE
- -----------------------
DELOITTE & TOUCHE
600 Renaissance Center
Detroit, Michigan 48243
II-3
<PAGE>6
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
Dec. 31 Dec. 31
1993 1992
------- -------
ASSETS $ $
Receivables (Note 2) ................... 759.3 1,607.1
------- -------
TOTAL ASSETS ........................... 759.3 1,607.1
======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-backed Notes ..................... 709.7 1,550.9
------- -------
Asset-backed Certificates (Equity) ..... 49.6 56.2
------- -------
TOTAL LIABILITIES AND EQUITY............ 759.3 1,607.1
======= =======
Reference should be made to the Notes to
Financial Statements.
II-4
<PAGE>7
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
STATEMENT OF DISTRIBUTABLE INCOME
For the year ended December 31, 1993
(in millions of dollars)
1993
-------
$
Distributable Income
Allocable to Principal ...................... 847.8
Allocable to Interest ...................... 53.3
-------
Distributable Income .......................... 901.1
=======
Income Distributed ............................ 901.1
=======
Reference should be made to the Notes to
Financial Statements.
II-5
<PAGE>8
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1992-1
(the "Trust") are prepared on the basis of cash receipts and cash
disbursements. Such financial statements differ from financial statements
prepared in accordance with generally accepted accounting principles in
that interest income and the related assets are recognized when received
rather than when earned and distributions to noteholders and
certificateholders are recognized when paid rather than when the respective
obligation is incurred. Certain expenses of the Trust are paid by Capital
Auto Receivables, Inc. (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On December 17, 1992, Capital Auto Receivables Asset Trust 1992-1 acquired
retail finance receivables aggregating approximately $1,607.1 million from
the Seller in exchange for three classes of Asset-Backed Notes representing
indebtedness of the Trust of $657.7 million Class A-1, $641.6 million Class
A-2 and $251.6 million Class A-3, and $56.2 million of Asset-Backed
Certificates representing equity interests in the Trust. The Trust property
includes a pool of retail instalment sale contracts for new and used
automobiles and light trucks, certain monies due or received thereunder,
security interests in the vehicles financed thereby and certain other
property. The Servicer has the option to repurchase the remaining
receivables and certain other property as of the last day of any month on
or after which the principal balance declines to 10% or less of the
aggregate amount financed.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest and principal (including prepayments) on the Notes are
made on the fifteenth day of March, June, September and December or, if any
such day is not a Business Day, on the next succeeding Business Day,
commencing March 15, 1993 (each, a "Payment Date"). Principal of the Notes
will be payable on each Payment Date in an amount equal to the sum of the
Noteholders' Principal Distributable Amounts for each of the three Monthly
Periods preceding such Payment Date, to the extent of funds available
therefor. Payments of principal on the Notes are made (i) on the Class A-1
Notes until they are paid in full, (ii) then on the Class A-2 Notes until
they are paid in full and (iii) then on the Class A-3 Notes until they are
paid in full. The principal balance of the Class A-1 Notes was paid in full
on September 15, 1993, the then-unpaid principal balance of the Class A-2
Notes will be payable on September 15, 1995 and the then-unpaid principal
balance of the Class A-3 Notes will be payable on December 15, 1997. The
final scheduled Distribution Date for the Certificates will be December 15,
1997.
On each Distribution Date on and after the date on which the Class A-1
Notes have been paid in full, Certificateholders will receive, in respect
of the certificate balance, an amount equal to the Certficateholders'
Principal Distributable Amount for the Monthly Period preceding such
Distribution Date, to the extent of funds available therefor.
II-6
<PAGE>9
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
Interest on the outstanding principal amount of the Notes accrues from
December 15, 1992 or, in the case of the Class A-2 Notes, December 17,
1992, or from the most recent Payment Date on which interest has been paid
to but excluding the following Payment Date. During 1993, the Class A-1
Notes received interest at the rate of 3.73% per annum (calculated on the
basis of a 360-day year of twelve 30-day months).
The Class A-2 Notes receive a floating rate of interest which is reset for
each Payment Date to be a rate equal to the lesser of (i) LIBOR plus 0.25%
and (ii) 10% (calculated on the basis of actual days elapsed and a 360-day
year). The Class A-2 Notes received or will receive interest at the
following rates per annum for the following periods:
3.8750% for the period from January 1, 1993 through March 14, 1993
3.5000% for the period from March 15, 1993 through June 14, 1993
3.6250% for the period from June 15, 1993 through September 14, 1993
3.4375% for the period from September 15, 1993 through December 14, 1993
3.6250% for the period from December 15, 1993 through March 14, 1994
4.1250% for the period from March 15, 1994 through June 14, 1994
The Class A-3 Notes will bear interest at the rate of 5.75% per annum
(calculated on the basis of a 360-day year of twelve 30-day months). On
each Distribution Date, the Owner Trustee will distribute pro rata to
Certificateholders accrued interest at the pass through rate of 6.20% per
annum on the outstanding Certificate Balance.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a grantor trust, and therefore is not taxable as
a corporation for federal income tax purposes. Each Noteholder and
Certificateholder, by the acceptance of a Note or Certificate, agrees to
treat the Notes as indebtedness and the Certificates as equity interests in
the Trust for federal, state and local income and franchise tax purposes.
__________________________
II-7
<PAGE>10
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1993 Quarters Principal Interest Total
- ------------------------------------ --------- -------- -----
$ $ $
First quarter ...................... 225.4 16.7 242.1
Second quarter ..................... 226.9 14.3 241.2
Third quarter ...................... 210.0 12.3 222.3
Fourth quarter ..................... 185.5 10.0 195.5
--------- -------- -----
Total ......................... 847.8 53.3 901.1
========= ======== =====
II-8
<PAGE>11
INDEPENDENT AUDITORS' REPORT
March 22, 1994
The Capital Auto Receivables Asset Trust 1993-1, its Noteholders and
Certificateholders, Capital Auto Receivables, Inc., Bankers Trust
(Delaware), Owner Trustee, and The First National Bank of Chicago,
Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and
Equity of the Capital Auto Receivables Asset Trust 1993-1 as of December
31, 1993, and the related Statement of Distributable Income for the period
February 11, 1993 (inception) through December 31, 1993. These financial
statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial
statements are prepared on the basis of cash receipts and disbursements,
which is a comprehensive basis of accounting other than generally accepted
accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity of the Capital Auto
Receivables Asset Trust 1993-1 at December 31, 1993 and its distributable
income and distributions for the period February 11, 1993 (inception)
through December 31, 1993, on the basis of accounting described in Note 1.
s\ DELOITTE & TOUCHE
- -----------------------
DELOITTE & TOUCHE
600 Renaissance Center
Detroit, Michigan 48243
II-9
<PAGE>12
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
Dec. 31
1993
-------
ASSETS $
Receivables (Note 2) ................... 1,660.8
-------
TOTAL ASSETS ........................... 1,660.8
=======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-backed Notes ..................... 1,565.8
-------
Asset-backed Certificates (Equity) ..... 95.0
-------
TOTAL LIABILITIES AND EQUITY............ 1,660.8
=======
Reference should be made to the Notes to
Financial Statements.
II-10
<PAGE>13
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
STATEMENT OF DISTRIBUTABLE INCOME
For the period February 11, 1993 (inception)
through December 31, 1993
(in millions of dollars)
1993
-------
$
Distributable Income
Allocable to Principal ...................... 1,252.1
Allocable to Interest ...................... 72.5
-------
Distributable Income .......................... 1,324.6
=======
Income Distributed ............................ 1,324.6
=======
Reference should be made to the Notes to
Financial Statements.
II-11
<PAGE>14
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1993-1
(the "Trust") are prepared on the basis of cash receipts and cash
disbursements. Such financial statements differ from financial statements
prepared in accordance with generally accepted accounting principles in
that interest income and the related assets are recognized when received
rather than when earned and distributions to noteholders and
certificateholders are recognized when paid rather than when the respective
obligation is incurred. Certain expenses of the Trust are paid by Capital
Auto Receivables, Inc. (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On February 11, 1993, Capital Auto Receivables Asset Trust 1993-1 acquired
retail finance receivables aggregating approximately $2,912.9 million from
the Seller in exchange for seven classes of Asset-Backed Notes representing
indebtedness of the Trust of $322.0 million Class A-1; $225.0 million Class
A-2; $125.0 million Class A-3; $478.0 million Class A-4; $1,147.0 million
Class A-5; $318.0 million Class A-6; $196.0 million Class A-7 and $101.9
million of Asset-Backed Certificates representing equity interests in the
Trust. The Trust property includes a pool of retail instalment sale
contracts for new and used automobiles and light trucks, certain monies due
or received thereunder, security interests in the vehicles financed
thereby, the interest rate cap and certain other property. The Servicer has
the option to repurchase the remaining receivables and certain other
property as of the last day of any month on or after which the principal
balance declines to 10% or less of the aggregate amount financed.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest and principal (including prepayments) on the Notes are
made on the fifteenth day of February, May, August and November or, if any
such day is not a Business Day, on the next succeeding Business Day,
commencing May 17, 1993 (each, a "Payment Date"). Principal of the Notes
will be payable on each Payment Date in an amount equal to the sum of the
Noteholders' Principal Distributable Amounts for each of the three Monthly
Periods preceding such Payment Date, to the extent of funds available
therefor. Payments of principal on the Notes are payable by class in the
priorities set forth in the Indenture (previously filed by Form 8-K).
The principal balance of the Class A-1 Notes was paid in full on May 17,
1993; the principal balance of the Class A-2 Notes was paid in full on
August 16, 1993; the principal balance of the Class A-3 Notes was paid in
full on November 15, 1993; the principal balance of the Class A-4 Notes was
paid in full on November 15, 1993; the then-unpaid principal balance of the
Class A-5 Notes will be payable on November 15, 1995; and the then-unpaid
principal balance of the Class A-6 Notes and the Class A-7 Notes will be
payable on February 17, 1998. Payment of principal to the
Certificateholders in respect of the Certificate Balance was initiated in
1993, subsequent to the full payment of the Class A-1, Class A-2, Class
A-3, and Class A-4 Notes. On each Distribution Date, the
Certificateholders receive an amount equal to the Certificateholders'
Principal Distributable Amount for the Monthly Period preceding such
Distribution Date, to the extent of funds available therefor. The final
scheduled Distribution Date for the Certificates is February 17, 1998.
II-12
<PAGE>15
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
Interest on the outstanding principal amount of the Notes accrues from
February 11, 1993 or, from the most recent Payment Date on which interest
has been paid to but excluding the following Payment Date. The Class A-1
Notes received interest at the rate of 3.1875% per annum. The Class A-2
Notes received interest at the rate of 3.3125% per annum. The Class A-3
Notes received interest at the rate of 3.4375% per annum.
The Class A-4 Notes received a floating rate of interest which was reset
for each Payment Date to be equal to LIBOR, as follows:
3.3125% for the period from February 11, 1993 through May 16, 1993
3.1875% for the period from May 17, 1993 through August 15, 1993
3.2500% for the period from August 16, 1993 through November 14, 1993
The Class A-5 Notes receive a floating rate of interest which is reset for
each Payment Date to be equal to LIBOR plus 0.15% (calculated on the basis
of actual days elapsed and a 360-day year). The Class A-5 Notes received
or will receive interest at the following rates per annum for the following
periods:
3.4625% for the period from February 11, 1993 through May 16, 1993
3.3375% for the period from May 17, 1993 through August 15, 1993
3.4000% for the period from August 16, 1993 through November 14, 1993
3.6500% for the period from November 15, 1993 through February 14, 1994
3.7125% for the period from February 15, 1994 through May 15, 1994
The Class A-6 Notes bear interest at the rate of 4.90% per annum. The
Class A-7 Notes bear interest at the rate of 5.35% per annum. On each
Distribution Date, the Owner Trustee distributes pro rata to
Certificateholders accrued interest at the pass-through rate of 5.85% per
annum on the outstanding Certificate Balance.
NOTE 4. FINANCIAL INSTRUMENT WITH OFF-BALANCE SHEET RISK
The Trust is the holder of an interest rate cap agreement for the purpose
of managing its floating interest rate exposure. An interest rate cap
agreement provides the holder protection against interest rate movements
above an established rate. The notional amount of this interest rate cap
at December 31, 1993 was $956.1 million.
NOTE 5. FEDERAL INCOME TAX
The Trust is classified as a grantor trust, and therefore is not taxable as
a corporation for federal income tax purposes. Each Noteholder and
Certificateholder, by the acceptance of a Note or Certificate, agrees to
treat the Notes as indebtedness and the Certificates as equity interests in
the Trust for federal, state and local income and franchise tax purpose
II-13
<PAGE>16
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1993 Quarters Principal Interest Total
- ------------------------------------ --------- -------- -------
$ $ $
First quarter ..................... 0.0 1.0 1.0
Second quarter ..................... 523.8 28.8 552.6
Third quarter ...................... 391.3 22.9 414.2
Fourth quarter ..................... 337.0 19.8 356.8
--------- -------- -------
Total ......................... 1,252.1 72.5 1,324.6
========= ======== =======
II-14
<PAGE>17
INDEPENDENT AUDITORS' REPORT
March 22, 1994
The Capital Auto Receivables Asset Trust 1993-2, its Noteholders and
Certificateholders, Capital Auto Receivables, Inc., Bankers Trust
(Delaware), Owner Trustee, and The First National Bank of Chicago,
Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and
Equity of the Capital Auto Receivables Asset Trust 1993-2 as of December
31, 1993, and the related Statement of Distributable Income for the period
June 2, 1993 (inception) through December 31, 1993. These financial
statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial
statements are prepared on the basis of cash receipts and disbursements,
which is a comprehensive basis of accounting other than generally accepted
accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity of the Capital Auto
Receivables Asset Trust 1993-2 at December 31, 1993, and its distributable
income and distributions for the period June 2, 1993 (inception) through
December 31, 1993, on the basis of accounting described in Note 1.
s\ DELOITTE & TOUCHE
- -----------------------
DELOITTE & TOUCHE
600 Renaissance Center
Detroit, Michigan 48243
II-15
<PAGE>18
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
Dec. 31
1993
-------
ASSETS $
Receivables (net of $58.5 million of discount)(Note 2) 1,423.2
-------
TOTAL ASSETS ........................................ 1,423.2
=======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-backed Notes .................................. 1,364.6
-------
Asset-backed Certificates (Equity) .................. 58.6
-------
TOTAL LIABILITIES AND EQUITY......................... 1,423.2
=======
Reference should be made to the Notes to
Financial Statements.
II-16
<PAGE>19
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
STATEMENT OF DISTRIBUTABLE INCOME
For the period June 2, 1993 (inception)
through December 31, 1993
(in millions of dollars)
1993
-------
$
Distributable Income
Allocable to Principal ...................... 529.4
Allocable to Interest ...................... 37.4
-------
Distributable Income .......................... 566.8
=======
Income Distributed ............................ 566.8
=======
Reference should be made to the Notes to
Financial Statements.
II-17
<PAGE>20
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1993-2
(the "Trust") are prepared on the basis of cash receipts and cash
disbursements. Such financial statements differ from financial statements
prepared in accordance with generally accepted accounting principles in
that interest income and the related assets are recognized when received
rather than when earned and distributions to noteholders and
certificateholders are recognized when paid rather than when the respective
obligation is incurred. Certain expenses of the Trust are paid by Capital
Auto Receivables, Inc. (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On June 2, 1993, Capital Auto Receivables Asset Trust 1993-2 acquired
retail finance receivables aggregating approximately $2,009.3 million at a
discount of $56.7 million from the Seller in exchange for four classes of
Asset-Backed Notes representing indebtedness of the Trust of $750.0 million
Class A-1, $100.0 million Class A-2, $641.0 million Class A-3, $403.0
million Class A-4, and $58.6 million of Asset-Backed Certificates
representing equity interests in the Trust. The Trust property includes a
pool of retail instalment sale contracts for new and used automobiles and
light trucks, certain monies due or received thereunder, security interests
in the vehicles financed thereby and certain other property. Substantially
all of the Receivables comprising the Trust property were acquired by GMAC
under special incentive rate financing programs. The Servicer has the
option to repurchase the remaining receivables and certain other property
as of the last day of any month on or after which the principal balance
declines to 10% or less of the aggregate amount financed.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest and principal (including prepayments) on the Notes are
made on the fifteenth day of each month or, if any such day is not a
Business Day, on the next succeeding Business Day, commencing June 15, 1993
(each, a "Distribution Date"). Principal of the Notes is payable on each
Distribution Date in an amount equal to the sum of the Noteholders'
Principal Distributable Amounts for the related Monthly Period to the
extent of funds available therefor. Payments of principal on the Notes are
payable by class in the priorities set forth in the Indenture (previously
filed by Form 8-K). The unpaid principal balance of the Class A-1 Notes
will be payable on June 15, 1994; the then-unpaid principal balance of the
Class A-2 Notes will be payable on August 15, 1994; the then-unpaid
principal balance of the Class A-3 Notes will be payable on November 15,
1995; and the then-unpaid principal balance of the Class A-4 Notes will be
payable on May 15, 1997.
II-18
<PAGE>21
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
On each Distribution Date on and after the date on which the Class A-1 and
Class A-2 Notes have been paid in full, Certificateholders will receive, in
respect of the certificate balance, an amount equal to the
Certificateholders' Principal Distributable Amount for the Monthly Period
preceding such Distribution Date, to the extent of funds available
therefor. The final scheduled Distribution Date for the Certificates is May
15, 1997.
Interest on the outstanding principal amount of the Notes accrues from June
2, 1993 or, from the most recent Distribution Date on which interest has
been paid to but excluding the following Distribution Date. The Class A-1
Notes bear interest at the rate of 3.35% per annum (calculated on the basis
of actual days elapsed and a 360-day year). The Class A-2 Notes bear
interest at the rate of 3.71% per annum (calculated on the basis of actual
days elapsed and a 360-day year). The Class A-3 Notes bear interest at the
rate of 4.20% per annum (calculated on the basis of a 360-day year of
twelve 30-day months). The Class A-4 Notes bear interest at the rate of
4.70% per annum (calculated on the basis of a 360-day year of twelve 30-day
months). On each Distribution Date, the Owner Trustee distributes pro rata
to Certificateholders accrued interest at the pass-through rate of 4.70%
per annum on the outstanding Certificate Balance.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a partnership, and therefore is not taxable as a
corporation for federal income tax purposes. Each Noteholder and
Certificateholder, by the acceptance of a Note or Certificate, has agreed
to treat the Notes as indebtedness and the Certificates as equity interests
in the Trust for federal, state and local income and franchise tax
purposes.
__________________________
II-19
<PAGE>22
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1993 Quarters Principal Interest Total
- ------------------------------------ --------- -------- -----
$ $ $
Second quarter ..................... 77.5 2.9 80.4
Third quarter ...................... 227.0 18.3 245.3
Fourth quarter ..................... 224.9 16.2 241.1
--------- -------- -----
Total ......................... 529.4 37.4 566.8
========= ======== =====
II-20
<PAGE>23
INDEPENDENT AUDITORS' REPORT
March 22, 1994
The Capital Auto Receivables Asset Trust 1993-3, its Noteholders and
Certificateholders, Capital Auto Receivables, Inc., Bankers Trust
(Delaware), Owner Trustee, and The First National Bank of Chicago,
Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and
Equity of the Capital Auto Receivables Asset Trust 1993-3 as of December
31, 1993, and the related Statement of Distributable Income for the period
October 21, 1993 (inception) through December 31, 1993. These financial
statements are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial
statements are prepared on the basis of cash receipts and disbursements,
which is a comprehensive basis of accounting other than generally accepted
accounting principles.
In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity of the Capital Auto
Receivables Asset Trust 1993-3 at December 31, 1993 and its distributable
income and distributions for the period October 21, 1993 (inception)
through December 31, 1993, on the basis of accounting described in Note 1.
s\ DELOITTE & TOUCHE
- -----------------------
DELOITTE & TOUCHE
600 Renaissance Center
Detroit, Michigan 48243
II-21
<PAGE>24
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
(in millions of dollars)
Dec. 31
1993
-------
ASSETS $
Receivables (Note 2) ................... 2,438.7
-------
TOTAL ASSETS ........................... 2,438.7
=======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-backed Notes ..................... 2,357.3
-------
Asset-backed Certificates (Equity) ..... 81.4
-------
TOTAL LIABILITIES AND EQUITY............ 2,438.7
=======
Reference should be made to the Notes to
Financial Statements.
II-22
<PAGE>25
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF DISTRIBUTABLE INCOME
For the period October 21, 1993 (inception)
through December 31, 1993
(in millions of dollars)
1993
-------
$
Distributable Income
Allocable to Principal ...................... 66.2
Allocable to Interest ...................... 5.4
-------
Distributable Income .......................... 71.6
=======
Income Distributed ............................ 71.6
=======
Reference should be made to the Notes to
Financial Statements.
II-23
<PAGE>26
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1993-3
(the "Trust") are prepared on the basis of cash receipts and cash
disbursements. Such financial statements differ from financial statements
prepared in accordance with generally accepted accounting principles in
that interest income and the related assets are recognized when received
rather than when earned and distributions to noteholders and
certificateholders are recognized when paid rather than when the respective
obligation is incurred. Certain expenses of the Trust are paid by Capital
Auto Receivables, Inc. (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On October 21, 1993, Capital Auto Receivables Asset Trust 1993-3 acquired
retail finance receivables aggregating approximately $2,504.9 million from
the Seller in exchange for six classes of Asset-Backed Notes representing
indebtedness of the Trust of $430.0 million Class A-1; $59.0 million Class
A-2; $63.0 million Class A-3; $210.0 million Class A-4; $484.3 million
Class A-5; $1,177.2 million Class A-6; and $81.4 million of Asset-Backed
Certificates representing equity interests in the Trust. The Trust property
includes a pool of retail instalment sale contracts for new and used
automobiles and light trucks, monies due or received thereunder, security
interests in the vehicles financed thereby and certain other property. The
Servicer has the option to repurchase the remaining receivables and certain
other property as of the last day of any month on or after which the
principal balance declines to 10% or less of the aggregate amount financed.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest on the Class A-1 Notes and the Class A-5 Notes will be
made on the fifteenth day of each month or, if any such day is not a
Business Day, on the next succeeding Business Day, commencing on November
15, 1993 (each a "Distribution Date"). Payments of interest on the Class A-
2 Notes, the Class A-3 Notes, the Class A-4 Notes, and the Class A-6 Notes
are made on the fifteenth day of January, April, July and October or, if
any such day is not a Business Day, on the next succeeding Business Day,
commencing January 18, 1994 (each, a "Payment Date"). Principal of the
Notes will be payable by class in the priorities and in the amounts as set
forth in the Indenture (previously filed by Form 8-K), equal to the sum of
the Aggregate Noteholders' Principal Distributable Amounts to the extent of
funds available therefor.
II-24
<PAGE>27
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
The unpaid principal balance of the Class A-1 Notes will be payable on
November 15, 1994; the principal balance of the Class A-2 Notes was paid in
full on January 18, 1994; the then-unpaid principal balance of the Class A-
3 Notes will be payable on April 15, 1994; the then-unpaid principal
balance of the Class A-4 Notes will be payable on October 17, 1994; the
then-unpaid principal balance of the Class A-5 Notes will be payable on
October 16, 1995; and the then-unpaid principal balance of the Class A-6
Notes will be payable on October 15, 1998. On each Distribution Date on
and after the date on which the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes have been paid (or provided for) in full,
Certificateholders will receive, in respect of the certificate balance, an
amount equal to the Certificateholders' Principal Distributable Amount for
the Monthly Period preceding such Distribution Date, to the extent of funds
available therefor. The final scheduled Distribution Date for the
Certificates will be October 15, 1998.
Interest on the outstanding principal amount of the Notes accrues from
October 21, 1993 or, from the most recent Distribution Date or Payment
Date, as applicable, on which interest has been paid to but excluding the
following Payment Date. The Class A-1 Notes bear interest at the rate of
3.30% per annum (calculated on the basis of actual days elapsed and a 360-
day year). The Class A-2 Notes received interest at the rate of 3.25% per
annum (calculated on the basis of actual days elapsed and a 360-day year).
The Class A-3 Notes bear interest at the rate of 3.25% per annum
(calculated on the basis of actual days elapsed and a 360-day year). The
Class A-4 Notes bear interest at the rate of 3.30% per annum (calculated on
the basis of actual days elapsed and a 360-day year). The Class A-5 Notes
bear interest at the rate of 3.65% per annum (calculated on the basis of a
360-day year of twelve 30-day months). The Class A-6 Notes bear interest
at the rate of 4.60% per annum (calculated on the basis of a 360-day year
of twelve 30-day months). On each Distribution Date, the Owner Trustee
distributes pro rata to Certificateholders accrued interest at the pass-
through rate of 4.60% per annum on the outstanding Certificate Balance.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a grantor trust, and therefore is not taxable as
a corporation for federal income tax purposes. Each Noteholder and
Certificateholder, by the acceptance of a Note or Certificate, agrees to
treat the Notes as indebtedness and the Certificates as equity interests in
the Trust for federal, state and local income and franchise tax purposes.
__________________________
II-25
<PAGE>28
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1993 Quarters Principal Interest Total
- ------------------------------------ --------- -------- -----
$ $ $
Fourth quarter ..................... 66.2 5.4 71.6
========= ======== =====
II-26
<PAGE>29
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K
(a) (1) FINANCIAL STATEMENTS.
Included in Part II, Item 8, of Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES.
All schedules have been omitted because they are inapplicable
or because the information called for is shown in the financial
statements or notes thereto.
(a) (3) EXHIBITS (Included in Part II of this report).
-- Capital Auto Receivables Asset Trust 1992-1, Financial
Statements for the Year Ended December 31, 1993.
-- Capital Auto Receivables Asset Trust 1993-1 Financial
Statements for the period February 11, 1993 through December
31, 1993.
-- Capital Auto Receivables Asset Trust 1993-2 Financial
Statements for the period June 2, 1993 through December 31,
1993
-- Capital Auto Receivables Asset Trust 1993-3 Financial
Statements for the period from October 21, 1993 through
December 31, 1993.
(b) REPORTS ON FORM 8-K.
A current report on Form 8-K dated November 12, 1993 reporting
matters under Item 7, Financial Statements and Exhibits, was
filed during the fourth quarter ended December 31, 1993.
ITEMS 2, 3, 4, 5, 6, 9, 10, 11, 12 and 13 are inapplicable and have been
omitted.
IV-1
<PAGE>30
SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Trustees have duly caused this report to be signed on their
behalf by the undersigned thereunto duly authorized.
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
by: Bankers Trust (Delaware)
--------------------------------------
(Owner Trustee, not in its
individual capacity but solely
as Owner Trustee on behalf of
the Issuer.)
s\ Louis Bodi
---------------------------------
(Louis Bodi, Assistant Treasurer)
Date: March 30, 1994
--------------
IV-2
