SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
XX ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
- ----EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended DECEMBER 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
-----------------
- ------------------
Commission file number 33-57827
FORD CREDIT AUTO LEASE TRUST 1995-1
RCL TRUST 1995-1 (- Originator)
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
Employer Identification No.: 38-6648374
Address of principal executive offices: c/o The Chase Manhattan Bank (USA)
80l Delaware Avenue
Wilmington, Delaware 19801
Registrant's telephone number, including area code: (302)575-5000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(c) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days. XX Yes No
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<Page 2>
PART I.
ITEM 1. BUSINESS
Ford Credit Auto Lease Trust 1995-1 ("Issuer") was established pursuant
to a Lease Trust Agreement dated May 24, 1995 between The Chase Manhattan
Bank (USA) (the "RCL Trustee") in its capacity as Trustee of the RCL Trust
1995-1 (the "Transferor") and PNC Bank, Delaware (the "Lease Trustee") in its
capacity as trustee of the Issuer. Pursuant to an Indenture dated May 24,
1995 between the Lease Trustee, on behalf of the Issuer, and Chemical Bank,
as Indenture Trustee, Ford Credit Auto Lease Trust 1995-1 issued notes
secured by interests in certain retail automotive leases and leased vehicles,
including 6.00% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), 6.35%
Class A-2 Asset Backed Notes (the Class A-2 Notes" and, together with the
Class A-1 Notes, the "Notes") and 6.60% Asset Backed Lease Trust Certificates
(the Lease Trust Certificates").
ITEM 2. PROPERTIES
Dealers located in California, New York and Pennsylvania have originated
certain retail lease contracts for automobiles and light-duty trucks on or
after December 1, 1994 and have assigned such lease contracts and the related
vehicles to the Ford Credit Titling Trust ("FCTT"), a trust established by
Ford Motor Credit Company ("Ford Credit") and Ford Credit Leasing Company
("Ford Credit Leasing"), a special purpose wholly-owned subsidiary of Ford
Credit. Ford Credit and Ford Credit Leasing are the initial beneficiaries of
FCTT and have caused to be selected in accordance with certain eligibility
criteria, Series 1995-1 Leases and Leased Vehicles held by FCTT to
be designated as Series 1995-1 Assets. The Series 1995-1 Certificates,
representing the beneficial interest in the Series 1995-1 Assets, were issued
to Ford Credit and Ford Credit Leasing and were subsequently contributed to
the Transferor and then were transferred to the Issuer. The Issuer issued
the Notes pursuant to the Indenture and pledged the Series 1995-1
Certificates to the Indenture Trustee as security for the Notes.
Pursuant to the Program Operating Lease the Issuer leased the Series
1995-1 Certificates, subject to the lien securing the Notes, back to the
Transferor in exchange for the obligation of the Transferor to make certain
payments during the period that each underlying Series 1995-1 Leased Vehicle
is subject to the Program Operating Lease.
The Series 1995-1 Leases consist of a pool of retail closed-end lease
contracts originated by Dealers and assigned to FCTT. The Obligor under each
Series 1995-1 Lease is obligated to make a fixed total monthly payment (a
"Total Monthly Payment") to the Administrative Agent, acting on behalf of
FCTT and the holders of the Series 1995-1 Certificates, equal to the sum of
(i) the Monthly Payment, (ii) the Use and Lease Tax Amount (payable to tax
authorities) and (iii) the Vehicle Insurance and Maintenance Amount (payable
to Dealers). Only the Monthly Payment portion of each Total Monthly Payment
is available to holders of the Series 1995-1 Certificates.
<PAGE>
<Page 3>
The Monthly Payments remitted by Obligors will be used to make Program
Operating Lease Payments to the Issuer and are included in the Total
Available Funds used to pay interest on and principal of the Notes and Lease
Trust Certificates. The Series 1995-1 Leases consist of 37,719 individual
Leases. The aggregate Balance Subject to Lease Charges of the Series 1995-1
Leases as of their respective dates of origination was $744,044,713.69. As
of the Series 1995-1 Cut-Off Date, the Pool Balance was $717,568,566.51 (the
"Initial Pool Balance") and the aggregate Residual Values of the Series
1995-1 Leased Vehicles were $537,987,931.43. The Series 1995-1 Leases and
Series 1995-1 Leased Vehicles were selected by the Administrative Agent at
the direction of Ford Credit and Ford Credit Leasing from FCTT's portfolio of
Leases and Leased Vehicles, based upon certain eligibility criteria.
The Series 1995-1 Certificates will represent in the aggregate a 100%
beneficial interest in the Series 1995-1 Assets and entitle the holders
thereof to all proceeds of and payments in connection with the Series 1995-1
Assets. The Indenture Trustee as assignee of the Issuer will have a
perfected security interest in the underlying Series 1995-1 Leases but will
not have a security interest in the underlying Series 1995-1 Leased Vehicles.
Pursuant to the Indenture and prior to entering into the Program
Operating Lease, the Issuer pledged its interest in the Lease Trust Estate to
secure its obligated to pay interest on and principal of the Notes. The
"Lease Trust Estate" consists of (i) the rights of the Issuer under the
Series 1995-1 Certificates, (ii) the rights under the Program Operating
Lease, (iii) the rights of the Issuer to funds on deposit from time to time
in the Collection Account, the Payahead Account and the Payment Account
(including investment income on amounts on deposit in the Collection Account)
and proceeds thereof, (iv) the rights of the Transferor under the Asset
Contribution Agreement, (v) the rights as beneficiary of a Limited RV
Guaranty provided by Ford Credit, (vi) the rights as holder of the Series
1995-1 Certificates under the Administrative Agency Agreement and the Series
1995-1 Supplement which provide for servicing of the leases by Ford Credit,
(vii) the interest of the Issuer in the Reserve Account and the right to make
withdrawals therefrom and (viii) all proceeds of the foregoing.
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
<PAGE>
<Page 4>
ITEM II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
There were 14 holders of Class A-1 Notes and 53 holders of Class A-2 Notes as
of January 11, 1996. There is no established public trading market for the
Certificates.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Nothing to report.
PART III.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(3) Amount and
nature of
(2) Name and Address beneficial
(1) Title of of beneficial ownership (4) Percent
of Class owner* (in thousands) of Class
- ----------------------------------------------------------------------
6.00% Asset Bank of New York $ 45,000 39.8%
Backed 925 Patterson Plank Rd.
Notes, Secaucus, NJ 07094
Class A-1
6.00% Asset Bankers Trust Company $ 12,000 10.6%
Backed Corporate Securities
Notes, Services
Class A-1 16 Wall Street-Level D
New York, NY 10005
6.00% Asset Boston Safe Deposit & $ 10,480 9.3%
Backed & Trust Co.
Notes, c/o ADP Proxy Services
Class A-1 51 Mercedes Way
Edgewood, NY 11717
6.00% Asset Northern Trust Co.-Trust $ 5,500 8.9%
Backed Corporate Securities Division
Notes, 16 Wall Street, Level D
Class A-1 New York, NY 10005
<PAGE>
<Page 5>
6.00% Asset SSB-Custodian $ 14,400 12.7%
Backed c/o ADP Proxy Services
Notes, 51 Mercedes Way
Class A-1 Edgewood, NY 11717
6.35% Asset Bank of New York $ 40,250 39.8%
Backed 925 Patterson Plank Rd
Notes, Secaucus, NJ 07094
Class A-2
6.35% Asset Boston Safe Deposit & $ 31,915 6.4%
Backed & Trust Co.
Notes, c/o ADP Proxy Services
Class A-2 51 Mercedes Way
Edgewood, NY 11717
6.35% Asset Bankers Trust Co./ $ 56,000 11.2%
Backed Investment A/C
Notes, 16 Wall Street
Class A-2 5th Floor
New York, NY 10005
6.35% Asset Chase Manhattan Bank, $ 38,975 7.8%
Backed N.A.(The)
Notes, 1 Chase Manhattan Plaza
Class A-2 3B-Proxy Dept.
New York, NY 10081
6.35% Asset Citibank, N.A. $ 31,560 6.3%
Backed 111 Wall Street
Notes, 20th Floor, Zone 9
Class A-2 New York, NY 10043
6.35% Asset Fifth Third Bank/State $ 50,000 10.0%
Backed Teachers Retirement of
Notes, Ohio, Investment Research
Class A-2 275 E. Broad Street
Columbus, OH 43215
6.35% Asset Northern Trust Co.-Trust $ 95,360 19.0%
Backed c/o ADP Proxy Services
Notes, 51 Mercedes Way
Class A-2 Edgewood, NY 11717
*As of January 11, 1996
<PAGE>
<Page 6>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
(a)3. Exhibits
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 3.1 Form of Amended and Re- Filed as Exhibit 3.1 to Ford
stated Trust Agreement Credit Auto Lease Trust 1995-1's
of RCL Trust 1995-1, Registration Statement on
among Ford Credit, Ford Ford S-1 (No. 33-57827)
Credit Leasing and and incorporated herein
the RCL Trustee. by reference.
Exhibit 3.2 Restated Certificate of Filed as Exhibit 3.2 to Ford
Incorporation of Ford Credit Auto Lease Trust 1995-1's
Motor Credit Company Registration Statement on
Form S-1 (No. 33-57827)
and incorporated herein
by reference.
Exhibit 3.3 By-Laws of Ford Motor Filed as Exhibit 3.3 to Ford
Credit Company. Credit Auto Lease Trust 1995-1's
Registration Statement on
Form S-1 (No. 33-57827) and
incorporated herein by
reference.
Exhibit 3.4 Certificate of Incorporation Filed as Exhibit 3.4 to Ford
of Ford Credit Leasing Credit Auto Lease Trust 1995-1's
Company, Inc. Registration Statement on
Form S-1 (No. 33-57827) and
incorporated herein by
reference.
Exhibit 3.5 By-Laws of Ford Credit Filed as Exhibit 3.5 to Ford
Leasing Company, Inc. Credit Auto Lease Trust 1995-1's
Registration Statement on
Form S-1 (No. 33-57827) and
incorporated herein by
reference.
<PAGE>
<Page 7>
Exhibit 4.1 Trust Agreement of the Filed as Exhibit 4.1 to Ford
Issuer dated as of May 24, Credit Auto Lease Trust 1995-1's
1995, between RCL Trust and Current Report on Form 8-K
and the Lease Trustee. dated May 24, 1995 and
incorporated herein by
reference.
Exhibit 4.2 Trust Indenture dated as Filed as Exhibit 4.2 to Ford
of May 24, 1995, between Credit Auto Lease Trust 1995-1's
the Issuer and the Current Report on Form 8-K
Indenture Trustee. dated May 24, 1995 and
incorporated herein by
reference.
Exhibit 4.3 Class A-1 Note (included Filed as Exhibit 4.3 to Ford
as part of Exhibit 4.2). Credit Auto Lease Trust 1995-1's
Current Report on Form 8-K
dated May 24, 1995 and
incorporated herein by
reference.
Exhibit 4.4 Class A-2 Note (included Filed as Exhibt 4.4 to Ford
as part of Exhibit 4.2). Credit Auto Lease Trust 1995-1's
Current Report on Form 8-K
dated May 24, 1995 and
incorporated herein by
reference.
Exhibit 4.5 Limited RV Guaranty of Filed as Exhibit 4.5 to Ford
of Ford Credit dated as of Credit Auto Lease Trust 1995-1's
May 24, 1995. Current Report on Form 8-K
dated May 24, 1995 and
incorporated herein by
reference.
Exhibit 4.6 Amended and Restated Trust Filed as Exhibit 4.6 to Ford
Agreement of FCTT dated as Credit Auto Lease Trust 1995-1's
of January 31, 1994, among Current Report on Form 8-K
Ford Motor Credit Company, dated May 24, 1995 and
Ford Credit Leasing Company, incorporated herein by
Inc. and Comerica Bank. reference.
Exhibit 4.7 Administrative Agency Filed as Exhibit 4.7 to Ford
Agreement dated as of Credit Auto Lease Trust 1995-1's
January 31, 1994, among Current Report on Form 8-K
Comerica Bank, Ford Motor dated May 24, 1995 and
Credit Company and Ford incorporated herein by
Credit Leasing Company, Inc. reference.
<PAGE>
<Page 8>
Exhibit 4.8 Series 1995-1 Supplement Filed as Exhibit 4.8 to Ford
dated as of May 24, 1995, Credit Auto Lease Trust 1995-1's
to Administrative Agency Current Report on Form 8-K
Agreement, among Comerica dated May 24, 1995 and
Bank, Ford Motor Credit incorporated herein by
Company and Ford Credit reference.
Leasing Company, Inc.
Exhibit 4.9 Amended and Restated Trust Filed as Exhibit 4.9 to Ford
Agreement of RCL Trust Credit Auto Lease Trust 1995-1's
dated as of May 16, 1995, Current Report on Form 8-K
among Ford Motor Credit dated May 24, 1995 and
Company, Ford Credit incorporated herein by
Leasing Company, Inc. and reference.
RCL Trustee.
Exhibit 4.10 Asset Contribution Agree- Filed as Exhibit 4.10 to Ford
ment dated as of May 24, Credit Auto Lease Trust 1995-1's
1995 among Ford Motor Current Report on Form 8-K
Credit Company, Ford Credit dated May 24, 1995 and
Leasing Company, Inc. and incorporated herein by
RCL Trust. reference.
Exhibit 4.11 Transfer Agreement dated Filed as Exhibit 4.11 to Ford
as of May 24, 1995, between Credit Auto Lease Trust 1995-1's
RCL Trust and the Issuer. Current Report on Form 8-K
dated May 24, 1995 and
incorporated herein by
reference.
Exhibit 4.12 Program Operating Lease Filed as Exhibit 4.12 to Ford
dated as of May 24, 1995, Credit Auto Lease Trust1995-1's
between RCL Trust and the Current Report on Form 8-K
Issuer. dated May 24, 1995 and
incorporated herein by
reference.
Exhibit 4.13 Appendix A and Appendix I - Filed as Exhibit 4.13 to Ford
Definitions. Credit Auto Lease Trust 1995-1's
Current Report on Form 8-K
dated May 24, 1995 and
incorporated herein by
reference.
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Lease Trust
ended July 31, 1995. 1995-1 Current Report on
Form 8-K dated August 17,
1995 and incorporated herein
by reference.
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<Page 9>
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Lease Trust
ended August 31, 1995. 1995-1 Current Report on
Form 8-K dated September 15,
1995 and incorporated herein
by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Lease Trust
ended September 30, 1995. 1995-1 Current Report on
Form 8-K dated October 16,
1995 and incorporated herein
by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Lease Trust
ended October 31, 1995. 1995-1 Current Report on
Form 8-K dated November 14,
1995 and incorporated herein
by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Lease Trust
ended November 30, 1995. 1995-1 Current Report on
Form 8-K dated December 12,
1995 and incorporated herein
by reference.
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to
for Collection Period Ford Credit Auto Lease Trust
ended December 31, 1995. 1995-1 Current Report on
Form 8-K dated January 12,
1996 and incorporated herein
by reference.
Exhibit 99 Selected Information Filed with this report.
Relating to the Receivables.
<PAGE>
<Page 10>
(b) REPORTS ON FORM 8-K
Ford Credit Auto Lease Trust 1995-1 filed the following Reports on
Form 8-K.
Date of Report Item
- -------------- ----
August 17, 1995 Item 5 - Other Events
September 15, 1995 Item 5 - Other Events
October 16, 1995 Item 5 - Other Events
November 14, 1995 Item 5 - Other Events
December 12, 1995 Item 5 - Other Events
January 12, 1996 Item 5 - Other Events
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: March 27, 1996 FORD CREDIT AUTO LEASE TRUST 1995-1
(RCL TRUST 1995-1 - ORIGINATOR)
By: FORD MOTOR CREDIT COMPANY
Depositor and Beneficiary
of the Registrant
By:/s/H. D. Smith
-------------------
H. D. Smith
Secretary
of Ford Motor Credit Company
By: FORD CREDIT LEASING COMPANY, INC.
Depositor and Beneficiary
of the Registrant
By:/s/R. P. Conrad
--------------------
R. P. Conrad
Secretary of Ford Credit
Leasing Company, Inc.<PAGE>
<Page 11>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
- ----------- ---------------------- ----
Exhibit 3.1 Form of Amended and Re- *
stated Trust Agreement
of RCL Trust 1995-1,
among Ford Credit, Ford
Credit Leasing Company,
and the RCL Trustee.
Exhibit 3.2 Restated Certificate of *
Incorporation of Ford
Motor Credit Company.
Exhibit 3.3 By-Laws of Ford Motor *
Credit Company.
Exhibit 3.4 Certificate of Incorporation *
of Ford Credit Leasing
Company, Inc.
Exhibit 3.5 By-Laws of Ford Credit *
Leasing Company, Inc.
Exhibit 4.1 Trust Agreement of the *
Issuer dated as of May 24,
1995, between RCL Trust and
and the Lease Trustee.
Exhibit 4.2 Trust Indenture dated as *
of May 24, 1995, between
the Issuer and the
Indenture Trustee.
Exhibit 4.3 Class A-1 Note (included *
as part of Exhibit 4.2).
Exhibit 4.4 Class A-2 Note (included *
as part of Exhibit 4.2).
<PAGE>
<Page 12>
Exhibit 4.5 Limited RV Guaranty of *
of Ford Credit dated as of
May 24, 1995.
Exhibit 4.6 Amended and Restated Trust *
Agreement of FCTT dated as
of January 31, 1994, among
Ford Motor Credit Company,
Ford Credit Leasing Company,
Inc. and Comerica Bank.
Exhibit 4.7 Administrative Agency *
Agreement dated as of
January 31, 1994, among
Comerica Bank, Ford Motor
Credit Company and Ford
Credit Leasing Company, Inc.
Exhibit 4.8 Series 1995-1 Supplement *
dated as of May 24, 1995,
to Administrative Agency
Agreement, among Comerica
Bank, Ford Motor Credit
Company and Ford Credit
Leasing Company, Inc.
Exhibit 4.9 Amended and Restated Trust *
Agreement of RCL Trust
dated as of May 16, 1995,
among Ford Motor Credit
Company, Ford Credit
Leasing Company, Inc. and
RCL Trustee.
Exhibit 4.10 Asset Contribution Agree- *
ment dated as of May 24,
1995 among Ford Motor
Credit Company, Ford Credit
Leasing Company, Inc. and
RCL Trust.
Exhibit 4.11 Transfer Agreement dated *
as of May 24, 1995, between
RCL Trust and the Issuer.
Exhibit 4.12 Program Operating Lease *
dated as of May 24, 1995,
between RCL Trust and the
Issuer.
<PAGE>
<Page 13>
Exhibit 4.13 Appendix A and Appendix I - *
Definitions.
Exhibit 19.1 Distribution Date Statement *
for Collection Period
ended July 31, 1995.
Exhibit 19.2 Distribution Date Statement *
for Collection Period
ended August 31, 1995.
Exhibit 19.3 Distribution Date Statement *
for Collection Period
ended September 30, 1995.
Exhibit 19.4 Distribution Date Statement *
for Collection Period
ended October 31, 1995.
Exhibit 19.5 Distribution Date Statement *
for Collection Period
ended November 30, 1995.
Exhibit 19.6 Distribution Date Statement *
for Collection Period
ended December 31, 1995.
Exhibit 99 Selected Information Filed with
Relating to the Receivables. this report.
- ----------------
*Previously Filed
EXHIBIT 99
Selected Information
Relating to the Receivables
Ford Credit Auto Lease Trust 1995-1
Total amount of 1995 distributions to 6.00% Asset Backed
Noteholders Class A-1 allocable to principal .............$ 108,203,043.77
Total amount of 1995 distributions to 6.00% Asset Backed
Noteholders Class A-1 allocable to interest...............$ 2,969,276.84
Total amount of 1995 distributions to 6.35% Asset Backed
Noteholders Class A-2 allocable to principal .............$ 12,154,811.66
Total amount of 1995 distributions to 6.35% Asset Backed
Noteholders Class A-2 allocable to interest...............$ 21,718,440.40
Total amount of Administrative Agent Fees
paid in 1995 to Administrative Agent......................$ 4,752,923.96
