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REGISTRATION NO. 33-57827
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1*
AMENDMENT NO. 6
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORD CREDIT AUTO LEASE TRUST 1995-1
(Issuer of the Notes)
---------------
RCL TRUST 1995-1
(Originator of the Trust described herein)
(Exact name of registrant as specified in its charter)
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FORD MOTOR CREDIT A Delaware Trust FORD CREDIT LEASING
COMPANY Primary Standard Industrial COMPANY, INC.
(Originator of the Registrant; Classification (Originator of the Registrant;
issuer of a corporate Limited RV Code Number 6733 originator of Ford Credit Titling
Guaranty; originator of Ford IRS Employer No. Trust)
Credit Titling Trust) 38-6648374
A Delaware Corporation The American Road A Delaware Corporation
Primary Standard Industrial Dearborn, Michigan 48121 Primary Standard Industrial
Classification (313) 594-9876 Classification
Code Number 6153 Code Number 6159
IRS Employer No. 38-1612444 IRS Employer No.
38-3156318
The American Road --------------- The American Road
Dearborn, Michigan 48121 Dearborn, Michigan 48121
(313) 322-3000 (313) 845-4072
</TABLE>
J. D. BRINGARD, ESQ.
Ford Motor Credit Company
The American Road
Dearborn, Michigan 48121
(313) 594-7742
(Name and Address of Agent for Service
for each of the above named entities)
Copy to:
SUSAN M. CURTIS, ESQ.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable on or after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE(3)
<S> <C> <C> <C> <C>
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Class A-1 Asset Backed Notes....... $113,000,000.00 100% $113,000,000.00 $ 38,965.53
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Class A-2 Asset Backed Notes....... $500,521,000.00 100% $500,521,000.00 $172,593.43
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Limited RV Guaranty................ (2) (2) (2) (2)
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Series 1995-1 Certificates(4)...... (2) (2) (2) (2)
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TOTAL.............................. $613,521,000.00 $613,521,000.00 $211,558.98
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Not applicable.
(3) Previously paid.
(4) The Series 1995-1 Certificates issued by Ford Credit Titling Trust represent
a beneficial interest in Series 1995-1 Assets (including Series 1995-1
Leases and Series 1995-1 Leased Vehicles). The Series 1995-1 Certificates
are not being offered to investors hereunder, but will be pledged to the
Indenture Trustee to secure the payment of interest on and principal of the
Notes.
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* This Registration Statement constitutes a filing on Form S-1 in respect of the
Asset Backed Notes and the Series 1995-1 Certificates and a filing on Form S-3
in respect of the Limited RV Guaranty.
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As more fully described herein, the assets of the Issuer will include
certificates (the "Series 1995-1 Certificates") transferred to the Issuer by the
Transferor representing a 100% undivided beneficial interest in specified retail
automobile and light-duty truck leases originated in the states of California,
New York and Pennsylvania (the "Series 1995-1 Leases"), all payments from
lessees (the "Obligors") thereunder, the related leased vehicles (the "Series
1995-1 Leased Vehicles") and all proceeds from the sale of Series 1995-1 Leased
Vehicles upon termination of the related Series 1995-1 Leases. Subject to the
security interest granted to the Indenture Trustee pursuant to the Indenture to
secure the Notes, the Issuer will enter into the Program Operating Lease with
the Transferor pursuant to which the Transferor will be entitled to the benefits
of the Series 1995-1 Certificates during the term of the underlying Series
1995-1 Leases in exchange for the payment by the Transferor of certain amounts
paid under the underlying Series 1995-1 Leases and paid from the sale of Series
1995-1 Leased Vehicles. These payments will be applied by the Issuer, together
with other amounts payable on the Series 1995-1 Certificates, to pay interest on
and principal of the Notes and Lease Trust Certificates. See "Series 1995-1
Certificates -- Lease of the Series 1995-1 Certificates to the Transferor." The
Issuer will have the benefit of the Reserve Account established by the
Transferor to secure certain of its payments under the Program Operating Lease
and the benefit of the Limited RV Guaranty issued by Ford Credit to cover
shortfalls, if any, between the Residual Value (subject to certain adjustments
as described herein) of Series 1995-1 Leased Vehicles which are sold on or after
expiration of the related Series 1995-1 Leases and the amounts actually received
from the sale of such vehicles. In addition, the aggregate initial principal
balance of the Notes and Lease Trust Certificates will be overcollateralized to
the extent that the Initial Pool Balance exceeds such aggregate initial
principal balance. As outlined above and as more fully described herein, the
sources of payments on the Notes will be limited to the Series 1995-1
Certificates (including the payments by the Transferor under the Program
Operating Lease and the overcollateralization provided by the excess of the
Initial Pool Balance over the aggregate initial principal balance of the Notes
and the Lease Trust Certificates) and the benefits provided by the Reserve
Account and the Limited RV Guaranty.
Interest on the Notes will accrue at the respective fixed per annum
interest rates specified above and generally will be payable quarterly on August
15, November 15, February 15 and May 15 of each year, commencing August 15, 1995
or, if any such day is not a business day, on the next succeeding business day
(each, a "Payment Date"). Principal of the Notes will be payable on each Payment
Date to the extent described herein. No principal payments will be made on the
Class A-2 Notes until the Class A-1 Notes have been paid in full; provided that
if an Event of Default under the Indenture has occurred and the maturity of the
Notes has been accelerated, principal payments will be made on the Notes on a
pro rata basis based on their respective principal balances, without any
distinction between Classes. No principal will be payable on the Lease Trust
Certificates until the Notes have been paid in full.
The Stated Maturity of the Class A-1 Notes will be the May 15, 1996 Payment
Date. The Stated Maturity of the Class A-2 Notes will be the November 15, 1998
Payment Date. However, payment in full of either Class of Notes could occur
earlier than such date as described herein.
Prospective investors should consider the factors set forth under "Special
Considerations" for a discussion of the material risks in connection with the
purchase of the Notes.
There is currently no secondary market for the Notes offered hereby. The
Underwriters expect, but will not be obligated, to make a market in the Notes.
There can be no assurance that a secondary market for any of the Notes will
develop or, if one does develop, that it will provide the Noteholders with
liquidity of investment or that it will continue for the life of the Notes
offered hereby.
AVAILABLE INFORMATION
The Transferor, as originator of the Issuer, has filed a Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act"),
with the Securities and Exchange Commission (the "Commission") on behalf of the
Issuer with respect to the Notes offered pursuant to this Prospectus. For
further information, reference is made to the Registration Statement and
amendments thereof and to the exhibits thereto, which are available for
inspection without charge at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, 13th Floor, New York, New York 10048; and Northwest Atrium Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of the Registration
Statement and amendments thereof and exhibits thereto may be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates.
2
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Mr. Bringard is a full time employee of Ford Credit and owns and holds
options to purchase shares of Common Stock of Ford. Skadden, Arps, Slate,
Meagher & Flom has from time to time represented Ford and Ford Credit in
connection with certain transactions.
EXPERTS
The financial statements, which are incorporated in this Prospectus by
reference to Ford Credit's Annual Report on Form 10-K for 1994, have been
audited by Coopers & Lybrand L.L.P. independent certified public accountants, to
the extent indicated in their report therein, and have been so incorporated in
reliance upon the report of that firm and upon their authority as experts in
accounting and auditing.
With respect to the unaudited interim financial information of Ford Credit
for the periods ended March 31, 1995 and 1994, incorporated by reference in this
Prospectus, the independent certified public accountants have reported that they
have applied limited procedures in accordance with professional standards for a
review of such information. However, their report included in Ford Credit's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 and
incorporated by reference herein, states that they did not audit and they do not
express an opinion on that interim financial information. The accountants are
not subject to the liability provisions of Section 11 of the Securities Act for
their report on the unaudited interim financial information because such report
is not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of such
Act.
84
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"Stated Maturity" means with respect to the Class A-1 Notes, the May 15,
1996 Payment Date and with respect to the Class A-2 Notes, the November 15, 1998
Payment Date.
"Supplemental Administrative Agent Fee" means, with respect to any
Collection Period, all late fees, prepayment charges and certain other
administrative fees and expenses or similar charges allowed by applicable law
with respect to Leases and Leased Vehicles, and interest on amounts invested in
the Payment Account.
"Term Extension" is defined on page 57 in "Description of the
Administrative Agency Agreement -- Collection of Total Monthly Payments;
Extension of Leases."
"Total Available Funds" is defined on page 7 in "Summary -- Principal" and
on page 49 in "Description of the Notes -- The Indenture Cash Flows."
"Total Monthly Payment" is defined on page 9 in "Summary -- The Series
1995-1 Assets."
"Transfer Agreement" means the Transfer Agreement dated as of May 24, 1995
between the Transferor, as transferor, and the Issuer, as transferee.
"Transferor" is RCL Trust 1995-1.
"Transferor Lease Trust Certificates" means the Lease Trust Certificates
held by the Transferor and Ford Credit Leasing which in addition to representing
the rights of a Lease Trust Certificate also represents the right to the
Deferred Amount.
"Transferor Purchase Option Price" is defined on page 12 in "Summary --
Transferor Leased Vehicle Purchase Option" and on page 31 in "Series 1995-1
Certificates -- Lease of the Series 1995-1 Certificates to the Transferor."
"UCC" means the Uniform Commercial Code.
"Uncollected Excess Wear and Tear and Excess Mileage" means, with respect
to any Payment Date and the related Accrual Period, all amounts which are due
but not collected from an Obligor with respect to a Series 1995-1 Lease which
terminated on its Scheduled Lease End Date as a result of (i) excess wear and
tear with respect to such Series 1995-1 Leased Vehicle and (ii) mileage charges
incurred in excess of the amount permitted pursuant to the related Series 1995-1
Lease.
"Underwriting Agreement" is defined on page 83 in "Underwriting."
"Underwriters" are J.P. Morgan Securities Inc, Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
"Use and Lease Tax Amounts" is defined on page 32 in "The Leases and Leased
Vehicles -- Origination Procedures."
"VCR" is defined on page 33 in "The Leases and Leased Vehicles -- Servicing
Procedures."
"Vehicle Insurance and Maintenance Amounts" means, with respect to any
Lease, any payment due in connection with a Monthly Payment for remittance to
the related Dealer in connection with servicing of the related Leased Vehicle or
the provision of vehicle insurance.
"Voluntary Early Termination" is defined on page 33 in "The Leases and
Leased Vehicles -- Servicing Procedures."
"Voluntary Early Termination Proceeds" is defined on page 48 in
"Description of the Notes -- The Indenture Cash Flows."
93
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15.1 -- Letter from Coopers & Lybrand L.L.P. regarding Unaudited Interim Financial
Information.*
23.1 -- Consent of J.D. Bringard Esq., Vice President-General Counsel of Ford Motor Credit
Company (included as part of Exhibit 5.1).*
23.2 -- Consent of Skadden, Arps, Slate, Meagher & Flom (included as part of Exhibit 8.1).
23.3 -- Consent of Coopers & Lybrand L.L.P.*
24.1 -- Powers of Attorney of officers and directors of Ford Motor Credit Company.*
24.2 -- Powers of Attorney of officers and directors Ford Credit Leasing Company, Inc.*
25.1 -- Form T-1 of Chemical Bank.*
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* Previously filed
** Incorporated by reference to Exhibits 3.1 (Restated Certificate of
Incorporation) and 3.2 (By-Laws) to Ford Motor Credit Company's Registration
Statement on Form S-1 (Registration No. 33-25082)
(B) FINANCIAL STATEMENTS:
[Not Applicable]
ITEM 17. UNDERTAKINGS.
(a) To provide to the Underwriter at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in such
names as required by the Underwriter to permit prompt delivery to each
purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 14 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(b) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933 each posteffective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-8
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 6 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Detroit and the State of Michigan on the 17th day of May, 1995.
RCL TRUST 1995-1
By FORD MOTOR CREDIT COMPANY,
Depositor and Beneficiary of the
Registrant
By WILLIAM E. ODOM*
--------------------------------------
(William E. Odom, Chairman
of the Board of Directors of
Ford Motor Credit Company)
By FORD CREDIT LEASING COMPANY,
INC., Depositor and Beneficiary
of the Registrant
By HURLEY D. SMITH*
--------------------------------------
(Hurley D. Smith, Chairman
of the Board of Directors of
Ford Credit Leasing Company, Inc.)
II-9
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 6 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Detroit and the State of Michigan on the 17th day of May, 1995.
FORD CREDIT TITLING TRUST
By FORD MOTOR CREDIT COMPANY,
Grantor and Beneficiary of the
Registrant
By WILLIAM E. ODOM*
-------------------------------------
(William E. Odom, Chairman
of the Board of Directors of
Ford Motor Credit Company)
By FORD CREDIT LEASING COMPANY,
INC., Grantor and Beneficiary
of the Registrant
By HURLEY D. SMITH*
-------------------------------------
(Hurley D. Smith, Chairman
of the Board of Directors of
Ford Credit Leasing Company, Inc.)
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 6 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Detroit and the State of Michigan on
the 17th day of May, 1995.
FORD MOTOR CREDIT COMPANY
By WILLIAM E. ODOM*
------------------------------------------
(William E. Odom, Chairman
of the Board of Directors of
Ford Motor Credit Company)
II-10
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 6 to the Registration Statement has been signed below by the following
officers and directors of FORD MOTOR CREDIT COMPANY, in the capacities and on
the date indicated.
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SIGNATURE TITLE DATE
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WILLIAM E. ODOM* Chairman of the Board of May 17, 1995
- --------------------------------------------- Directors and Director
(William E. Odom) (principal executive
officer)
KENNETH J. COATES* Director and Executive May 17, 1995
- --------------------------------------------- Vice President-Finance
(Kenneth J. Coates) (principal financial
officer)
TERRENCE F. MARRS* Controller (principal May 17, 1995
- --------------------------------------------- accounting officer)
(Terrence F. Marrs)
JOHN G. CLISSOLD* Director May 17, 1995
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(John G. Clissold)
EDSEL B. FORD II* Director May 17, 1995
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(Edsel B. Ford II)
DAVID N. MCCAMMON* Director May 17, 1995
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(David N. McCammon)
ROBERT D. WARNER* Director May 17, 1995
- ---------------------------------------------
(Robert D. Warner)
KENNETH WHIPPLE* Director May 17, 1995
- ---------------------------------------------
(Kenneth Whipple)
</TABLE>
*By /s/ R. P. CONRAD
-------------------------------
(R. P. Conrad, Attorney in
Fact)
II-11
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 6 to the Registration Statement has been signed below by the following
officers and directors of FORD CREDIT LEASING COMPANY, INC., in the capacities
and on the date indicated.
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SIGNATURE TITLE DATE
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HURLEY D. SMITH* Chairman of the Board of May 17, 1995
- --------------------------------------------- Directors and Director
(Hurley D. Smith) (principal executive
officer)
TERRENCE F. MARRS* Controller (principal May 17, 1995
- --------------------------------------------- financial officer)
(Terrence F. Marrs)
RICHARD P. CONRAD* Director May 17, 1995
- ---------------------------------------------
(Richard P. Conrad)
KEVIN F. KELLY* Director May 17, 1995
- ---------------------------------------------
(Kevin F. Kelly)
MARIO SPIVAK* Director May 17, 1995
- ---------------------------------------------
(Mario Spivak)
</TABLE>
*By /s/ R. P. CONRAD
-------------------------------
(R. P. Conrad, Attorney in
Fact)
II-12
<PAGE> 10
EXHIBIT INDEX
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EXHIBITS DESCRIPTION PAGE
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1.1 -- Form of Underwriting Agreement.*
3.1 -- Form of Amended and Restated Trust Agreement of RCL Trust 1995-1, among
Ford Credit, Ford Credit Leasing and the RCL Trustee.*
3.2 -- Restated Certificate of Incorporation of Ford Motor Credit Company.**
3.3 -- By-Laws of Ford Motor Credit Company.**
3.4 -- Certificate of Incorporation of Ford Credit Leasing Company, Inc.*
3.5 -- By-Laws of Ford Credit Leasing Company, Inc.*
4.1 -- Form of Trust Agreement of the Issuer, between the RCL Trustee and the
Lease Trustee.*
4.2 -- Form of Trust Indenture, between the Lease Trustee and the Indenture
Trustee.*
4.3 -- Form of Class A-1 Note (included as part of Exhibit 4.2).*
4.4 -- Form of Class A-2 Note (included as part of Exhibit 4.2).*
4.5 -- Form of Limited RV Guaranty.*
5.1 -- Opinion of J.D. Bringard, Esq., Vice President-General Counsel of Ford
Motor Credit Company with respect to legality.*
8.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom with respect to tax
matters.*
8.2 -- Opinion of J.D. Bringard, Esq., Vice President-General Counsel of Ford
Motor Credit Company with respect to Michigan income tax matters.*
10.1 -- Form of FCTT Agreement, among Ford Credit, Ford Credit Leasing and
Comerica.*
10.2 -- Form of Administrative Agency Agreement, among Comerica, Ford Credit and
Ford Credit Leasing.*
10.3 -- Form of Series 1995-1 Supplement, among Comerica, Ford Credit and Ford
Credit Leasing.*
10.4 -- Form of Asset Contribution Agreement, among Ford Credit, Ford Credit
Leasing and the RCL Trustee.*
10.5 -- Form of Transfer Agreement, between the RCL Trustee and the Lease
Trustee.*
10.6 -- Form of Program Operating Lease, between the RCL Trustee and the Lease
Trustee.*
10.7 -- Form of Appendix A and Appendix I -- Definitions.*
15.1 -- Letter from Coopers & Lybrand L.L.P. regarding unaudited Interim Financial
Information.*
23.1 -- Consent of J.D. Bringard Esq., Vice President - General Counsel of Ford
Motor Credit Company (included as part of Exhibit 5.1).*
23.2 -- Consent of Skadden, Arps, Slate, Meagher & Flom (included as part of
Exhibit 8.1).*
23.3 -- Consent of Coopers & Lybrand.*
24.1 -- Powers of Attorney of officers and directors of Ford Motor Credit
Company.*
24.2 -- Powers of Attorney of officers and directors of Ford Credit Leasing
Company, Inc.*
25.1 -- Form T-1 of Chemical Bank.*
</TABLE>
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* Previously filed
** Incorporated by reference to Exhibits 3.1 (Restated Certificate of
Incorporation) and 3.2 (By-Laws) to Ford Motor Credit Company's Registration
Statement on Form S-1 (Registration No. 33-25082)
