UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996, 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 1993-2 33-49307
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 33-49307
------------------------------------------- ----------------
(Exact name of registrants as Commission file
specified in its charter) number
A Delaware Business Trust 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 offices) (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 each of the registrants (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 .
This quarterly report, filed pursuant to Rule 13a-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q:
PART I. FINANCIAL INFORMATION
The required information is given as to each of the registrants as shown on page
1 herein.
ITEM 1. FINANCIAL STATEMENTS
1. Statement of Assets and Liabilities and Equity, March 31, 1996,
December 31, 1995 and March 31, 1995.
2. Statement of Distributable Income for the Three Months Ended
March 31, 1996 and 1995.
3. Notes to Financial Statements.
The above described Financial Statements for each of the registrants are
submitted herewith as Exhibits 20.1 and 20.2.
In the opinion of management, the interim financial statements reflect all
adjustments, consisting of normal recurring items, which are necessary for a
fair presentation of the results for the interim periods presented.
--------------------
-2-
PART II
ITEM 2. 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 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 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.
-------------------
-3-
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
20.1 Capital Auto Receivables Asset Trust 1993-2 Financial
Statements for the Three Months Ended March 31, 1996
and 1995.
20.2 Capital Auto Receivables Asset Trust 1993-3 Financial
Statements for the Three Months Ended March 31, 1996
and 1995.
(b) Reports on Form 8-K
No Current Reports on Form 8-K have been filed by any of the
aforementioned Owner Trusts during the quarter ended March 31,
1996.
---------------------
-4-
SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Owner Trustee has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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\ Lillian Rancic
------------------------------------
(Lillian Rancic, Assistant Treasurer)
Date: May 13, 1996
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-5-
Exhibit 20.1
Page 1 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
March 31, Dec. 31, March 31,
1996 1995 1995
-------- -------- --------
(in millions of dollars)
ASSETS
Receivables (Note 2) ...................... $ 59.5 $ 140.8 $ 514.2
-------- -------- --------
TOTAL ASSETS .............................. $ 59.5 $ 140.8 $ 514.2
======== ======== ========
LIABILITIES AND EQUITY (NOTES 2 and 3)
Asset-Backed Notes ........................ $ 33.3 $ 112.1 $ 474.3
Asset-Backed Certificates (Equity) ........ 26.2 28.7 39.9
-------- -------- --------
TOTAL LIABILITIES AND EQUITY .............. $ 59.5 $ 140.8 $ 514.2
======== ======== ========
Reference should be made to the Notes to Financial Statements.
-6-
Exhibit 20.1
Page 2 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
STATEMENT OF DISTRIBUTABLE INCOME
Three Months Ended
March 31,
----------------------
1996 1995
-------- --------
(in millions of dollars)
Distributable Income
Allocable to Principal ......................... $ 81.3 $ 147.8
Allocable to Interest ......................... 1.3 7.0
-------- --------
Distributable Income ............................. $ 82.6 $ 154.8
======== ========
Income Distributed ............................... $ 82.6 $ 154.8
======== ========
Reference should be made to the Notes to Financial Statements.
-7-
Exhibit 20.1
Page 3 of 4
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
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
principal balance of the Class A-3 Notes was paid in full on May 15, 1995; and
the then-unpaid principal balance of the Class A-4 Notes will be payable on May
15, 1997.
-8-
Exhibit 20.1
Page 4 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
Payment of principal to the Certificateholders in respect of the Certificate
Balance was initiated in 1994, subsequent to the full payment of the Class A-1
and Class A-2 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 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 percent per annum. The
Class A-2 Notes received interest at the rate of 3.71 percent per annum. The
Class A-3 Notes received interest at the rate of 4.20 percent per annum.
The Class A-4 Notes bear interest at the rate of 4.70 percent per annum. On each
Distribution Date, the Owner Trustee distributes pro rata to Certificateholders
accrued interest at the pass-through rate of 4.70 percent 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.
-9-
Exhibit 20.2
Page 1 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
March 31, Dec. 31, March 31,
1996 1995 1995
-------- -------- --------
(in millions of dollars)
ASSETS
Receivables (Note 2) ...................... $ 579.2 $ 705.2 $1,212.9
-------- -------- --------
TOTAL ASSETS .............................. $ 579.2 $ 705.2 $1,212.9
======== ======== ========
LIABILITIES AND EQUITY (NOTES 2 and 3)
Asset-Backed Notes ........................ $ 538.1 $ 660.3 $1,152.6
Asset-Backed Certificates (Equity) ........ 41.1 44.9 60.3
------- -------- --------
TOTAL LIABILITIES AND EQUITY .............. $ 579.2 $ 705.2 $1,212.9
======== ======== ========
Reference should be made to the Notes to Financial Statements.
-10-
Exhibit 20.2
Page 2 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF DISTRIBUTABLE INCOME
Three Months Ended
March 31,
---------------------
1996 1995
-------- --------
(in millions of dollars)
Distributable Income
Allocable to Principal ......................... $ 126.0 $ 65.8
Allocable to Interest ......................... 8.1 14.4
-------- --------
Distributable Income ............................. $ 134.1 $ 80.2
======== ========
Income Distributed ............................... $ 134.1 $ 80.2
======== ========
Reference should be made to the Notes to Financial Statements.
-11-
Exhibit 20.2
Page 3 of 4
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 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.
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 balances of the Class A-3 Notes and the Class A-4 Notes
were paid in full on April 15, 1994; the principal balance of the Class A-5
Notes was paid in full on January 17, 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
-12-
Exhibit 20.2
Page 4 of 4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
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 percent
per annum. The Class A-2 Notes received interest at the rate of 3.25 percent per
annum. The Class A-3 Notes received interest at the rate of 3.25 percent per
annum. The Class A-4 Notes received interest at the rate of 3.30 percent per
annum. The Class A-5 Notes received interest at the rate of 3.65 percent per
annum.
The Class A-6 Notes bear interest at the rate of 4.60 percent per annum. On each
Distribution Date, the Owner Trustee distributes pro rata to Certificateholders
accrued interest at the pass-through rate of 4.60 percent 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.
-13-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This Financial Data Schedule contains summary information from the Capital Auto
Receivables, Inc. Form 10-Q for the period ended March 31, 1996 and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000893958
<NAME> CARI 1993-2, 1993-3
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
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