<PAGE>1
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, 1994, 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. (CARI) (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. (CARI) (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 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
Exhibit No. 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, 1994.
-- Capital Auto Receivables Asset Trust 1993-1,
Independent Auditors' Report, Financial Statements II-9
and Selected Quarterly Data for the Year Ended
December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-2,
Independent Auditors' Report, Financial Statements II-15
and Selected Quarterly Data for the Year Ended
December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-3,
Independent Auditors' Report, Financial Statements II-21
and Selected Quarterly Data for the Year Ended
December 31, 1994.
27. Financial Data Schedule (for SEC electronic filing
purposes only). --
_____________________
II-2
<PAGE>5
INDEPENDENT AUDITORS' REPORT
March 10, 1995
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, 1994 and 1993, and the related Statement of Distributable
Income for the years then ended. 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, 1994 and 1993, and its
distributable income and distributions for the years then ended, on the
basis of accounting described in Note 1.
s\ Deloitte & Touche LLP
------------------------
Deloitte & Touche LLP
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)
December 31,
-------------------
1994 1993
------- -------
ASSETS $ $
Receivables (Note 2) ................... 252.5 759.3
------- -------
TOTAL ASSETS ........................... 252.5 759.3
======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... 220.6 709.7
Asset-Backed Certificates (Equity) ..... 31.9 49.6
------- -------
TOTAL LIABILITIES AND EQUITY............ 252.5 759.3
======= =======
Reference should be made to the Notes to Financial Statements.
II-4
<PAGE>7
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 (continued)
STATEMENT OF DISTRIBUTABLE INCOME
For the years ended December 31, 1994 and 1993
(in millions of dollars)
1994 1993
-------- --------
$ $
Distributable Income
Allocable to Principal ...................... 506.8 847.8
Allocable to Interest ...................... 27.1 53.3
-------- --------
Distributable Income .......................... 533.9 901.1
======== ========
Income Distributed ............................ 533.9 901.1
======== ========
Reference should be made to the Notes to Financial Statements.
II-5
<PAGE>8
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 (continued)
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. (CARI) (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 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 principal balance of the Class A-2 Notes was
paid in full on December 15, 1994 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 (continued)
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 (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.
The Class A-2 Notes received a floating rate of interest from December 17,
1992 through December 14, 1994 at a weighted average rate of 3.7394%.
The Class A-3 Notes will bear interest at the rate of 5.75% per annum. 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 (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1994 Quarters Principal Interest Total
------------------------------------ --------- -------- -----
$ $ $
First quarter ...................... 160.9 8.5 169.4
Second quarter ..................... 140.9 7.5 148.4
Third quarter ...................... 113.3 6.2 119.5
Fourth quarter ..................... 91.7 4.9 96.6
--------- -------- -----
Total ......................... 506.8 27.1 533.9
========= ======== =====
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 10, 1995
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, 1994 and 1993, and the related Statement of Distributable
Income for the year ended December 31, 1994 and 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 audits.
We conducted our audits 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 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 1993-1 at December 31, 1994 and 1993, and its
distributable income and distributions for the year ended December 31, 1994
and the period February 11, 1993 (inception) through December 31, 1993, on
the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP
------------------------
Deloitte & Touche LLP
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)
December 31,
-------------------
1994 1993
------- -------
ASSETS $ $
Receivables (Note 2) ................... 711.1 1,660.8
------- -------
TOTAL ASSETS ........................... 711.1 1,660.8
======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... 647.9 1,565.8
Asset-Backed Certificates (Equity) ..... 63.2 95.0
------- -------
TOTAL LIABILITIES AND EQUITY............ 711.1 1,660.8
======= =======
Reference should be made to the Notes to Financial Statements.
II-10
<PAGE>13
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 (continued)
STATEMENT OF DISTRIBUTABLE INCOME
For the year ended December 31, 1994 and the period February 11, 1993
(inception) through December 31, 1993
(in millions of dollars)
1994 1993
-------- --------
$ $
Distributable Income
Allocable to Principal ...................... 949.7 1,252.1
Allocable to Interest ...................... 58.5 72.5
-------- --------
Distributable Income .......................... 1,008.2 1,324.6
======== ========
Income Distributed ............................ 1,008.2 1,324.6
======== ========
Reference should be made to the Notes to Financial Statements.
II-11
<PAGE>14
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 (continued)
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. (CARI) (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 automobiles and light trucks, certain monies due or received
thereunder, security interests in the vehicles financed thereby, an
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 and the Class
A-4 Notes were paid in full on November 15, 1993; the principal balance of
the Class A-5 Notes was paid in full on February 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 (continued)
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 from February 11 through
November 14, 1993 at a weighted average rate of 3.2657%.
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% The Class A-5 Notes
received interest at a weighted average rate of 3.7069% from February 11,
1993 through November 14, 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. DERIVATIVE FINANCIAL INSTRUMENT AND RISK MANAGEMENT
The Trust was a party to an interest rate cap, which matured in February
1995. The interest rate cap required payments to the Trust from the
counterparty in the event the three-month London Interbank Offering Rate
(LIBOR) exceeded 10%. These payments would have offset increased interest
expense on the Asset-Backed Notes. No payments were received in connection
with the derivative in 1994 or 1993.
Credit risk of the instrument was limited to payments due from the
counterparty and was mitigated through the use of a financially sound
counterparty. If the counterparty had defaulted, the cost, if the
positions were replaced at market rates in effect at December 31, 1994 and
1993, would have been $5,000 and $0, respectively. Market risk of the
derivative was inherently limited, since market variations offset the
underlying Asset-Backed Notes.
The notional amounts of the interest rate cap approximated the outstanding
balance in the Class A-5 Notes and was $133.8 million and $1,051.8 million
at December 31, 1994 and 1993, respectively.
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 purposes.
II-13
<PAGE>16
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1994 Quarters Principal Interest Total
------------------------------------ --------- -------- -------
$ $ $
First quarter ..................... 287.0 17.7 304.7
Second quarter ..................... 253.3 14.9 268.2
Third quarter ...................... 217.2 14.3 231.5
Fourth quarter ..................... 192.2 11.6 203.8
--------- -------- -------
Total ......................... 949.7 58.5 1,008.2
========= ======== =======
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 10, 1995
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, 1994 and 1993, and the related Statement of Distributable
Income for the year ended December 31, 1994 and 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 audits.
We conducted our audits 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 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 1993-2 at December 31, 1994 and 1993, and its
distributable income and distributions for the year ended December 31, 1994
and the period June 2, 1993 (inception) through December 31, 1993, on the
basis of accounting described in Note 1.
s\ Deloitte & Touche LLP
------------------------
Deloitte & Touche LLP
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)
December 31,
------------------
1994 1993
------- -------
ASSETS $ $
Receivables (Note 2)................................. 662.0 1,423.2
------- -------
TOTAL ASSETS ........................................ 662.0 1,423.2
======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes .................................. 617.7 1,364.6
Asset-Backed Certificates (Equity) .................. 44.3 58.6
------- -------
TOTAL LIABILITIES AND EQUITY......................... 662.0 1,423.2
======= =======
Reference should be made to the Notes to Financial Statements.
II-16
<PAGE>19
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 (continued)
STATEMENT OF DISTRIBUTABLE INCOME
For the year ended December 31, 1994 and the period June 2, 1993
(inception) through December 31, 1993
(in millions of dollars)
1994 1993
-------- --------
$ $
Distributable Income
Allocable to Principal ...................... 761.2 529.4
Allocable to Interest ...................... 46.0 37.4
-------- --------
Distributable Income .......................... 807.2 566.8
======== ========
Income Distributed ............................ 807.2 566.8
======== ========
Reference should be made to the Notes to Financial Statements.
II-17
<PAGE>20
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 (continued)
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. (CARI) (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 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 principal balance of the Class A-1 Notes was paid
in full on April 15, 1994; the principal balance of the Class A-2 Notes was
paid in full on May 16, 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 (continued)
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 received interest at the rate of 3.35% per annum. The
Class A-2 Notes received interest at the rate of 3.71% per annum.
The Class A-3 Notes bear interest at the rate of 4.20% per annum. The
Class A-4 Notes bear interest at the rate of 4.70% per annum. 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 (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1994 Quarters Principal Interest Total
------------------------------------ --------- -------- -------
$ $ $
First quarter ..................... 213.8 14.4 228.2
Second quarter ..................... 200.5 12.5 213.0
Third quarter ...................... 182.5 10.5 193.0
Fourth quarter ..................... 164.4 8.6 173.0
--------- -------- -------
Total ......................... 761.2 46.0 807.2
========= ======== =======
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 10, 1995
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, 1994 and 1993, and the related Statement of Distributable
Income for the year ended December 31, 1994 and 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 audits.
We conducted our audits 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 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 1993-3 at December 31, 1994 and 1993, and its
distributable income and distributions for the year ended December 31, 1994
and the period October 21, 1993 (inception) through December 31, 1993, on
the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP
------------------------
Deloitte & Touche LLP
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)
December 31,
-------------------
1994 1993
------- -------
ASSETS $ $
Receivables (Note 2) ................... 1,278.7 2,438.7
------- -------
TOTAL ASSETS ........................... 1,278.7 2,438.7
======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... 1,212.4 2,357.3
Asset-Backed Certificates (Equity) ..... 66.3 81.4
------- -------
TOTAL LIABILITIES AND EQUITY............ 1,278.7 2,438.7
======= =======
Reference should be made to the Notes to Financial Statements.
II-22
<PAGE>25
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 (continued)
STATEMENT OF DISTRIBUTABLE INCOME
For the year ended December 31, 1994 and the period October 21, 1993
(inception) through December 31, 1993
(in millions of dollars)
1994 1993
-------- --------
$ $
Distributable Income
Allocable to Principal ...................... 1,160.0 66.2
Allocable to Interest ...................... 78.5 5.4
-------- --------
Distributable Income .......................... 1,238.5 71.6
======== ========
Income Distributed ............................ 1,238.5 71.6
======== ========
Reference should be made to the Notes to Financial Statements.
II-23
<PAGE>26
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 (continued)
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. (CARI) (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 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 (continued)
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
The principal balance of the Class A-1 Notes was paid in full on
November 15, 1994; the principal balance of the Class A-2 Notes was paid in
full on January 18, 1994; the principal balance of the Class A-3 Notes and
the Class A-4 Notes were paid in full on April 15, 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 were paid (or provided for) in full, Certificateholders received, 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 received interest at the rate
of 3.30% per annum. The Class A-2 Notes received interest at the rate of
3.25% per annum. The Class A-3 Notes received interest at the rate of
3.25% per annum. The Class A-4 Notes received interest at the rate of
3.30% per annum.
The Class A-5 Notes bear interest at the rate of 3.65% per annum. The
Class A-6 Notes bear interest at the rate of 4.60% per annum. 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 (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
(in millions of dollars)
1994 Quarters Principal Interest Total
------------------------------------ --------- -------- -------
$ $ $
First quarter ..................... 303.1 23.4 326.5
Second quarter ..................... 405.1 21.3 426.4
Third quarter ...................... 238.8 17.9 256.7
Fourth quarter ..................... 213.0 15.9 228.9
--------- -------- -------
Total ......................... 1,160.0 78.5 1,238.5
========= ======== =======
1993 Quarter 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 not applicable
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, 1994.
-- Capital Auto Receivables Asset Trust 1993-1 Financial
Statements for the Year Ended December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-2 Financial
Statements for the Year Ended December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-3 Financial
Statements for the Year Ended December 31, 1994.
27. Financial Data Schedule (for SEC electronic filing purposes only).
(b) REPORTS ON FORM 8-K.
No current reports on Form 8-K have been filed by any of
the above-mentioned Owner Trusts during the fourth quarter
ended December 31, 1994.
ITEMS 2, 3, 4, 5, 6, 9, 10, 11, 12 and 13 are not applicable 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 Vice President)
Date: March 29, 1995
--------------
IV-2
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<ARTICLE> 9
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 0
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0
0
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