ITEM 1. Business
The Ford Credit Auto Loan Master Trust (the "Trust") was created on February 5, 1992 pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of December 31, 1991 among Ford Motor Credit Company ("Ford Credit"), as servicer, Ford Credit Auto Receivables Corporation (the "Company"), as seller, and Chemical Bank (the "Trustee"), as trustee. Pursuant to the Pooling and Servicing Agreement, the Company transferred to the trust property primarily consisting of wholesale receivables generated from time to time in a portfolio of revolving financing arrangements with automobile dealers to finance their automobile and light truck inventory, collections as to the receivables, security interests in the vehicles financed thereby and certain other property. Such property was obtained by the Company pursuant to the Receivables Purchase Agreement dated as of December 31, 1991 between the Company, as purchaser, and Ford Credit, as servicer.
The Company has registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and sold to the general public the Series 1992-1, 6 7/8% Auto Loan Asset Backed Certificates (the "Series 1992-1 Certificates") in the initial principal amount of $1,000,000,000, the Series 1992-2, 7 3/8% Auto Loan Asset Backed Certificates (the "Series 1992-2 Certificates") in the initial principal amount of $700,000,000, the Series 1992-3, 5 5/8% Auto Loan Asset Backed Certificates (the "1992-3 Certificates") in the initial principal amount of $1,000,000,000 and the Series 1994-1, Floating Rate Auto Loan Asset Backed Certificates (the "1994-1 Certificates") in the initial principal amount of $1,000,000,000. The Series 1992-1 Certificates, Series 1992-2 Certificates, Series 1992-3 Certificates and Series 1994-1 Certificates were created pursuant to the Series 1992-1 Supplement dated as of December 31, 1991 to the Pooling and Servicing Agreement (the "1992-1 Supplement"), the Series 1992-2 Supplement dated as of March 31, 1992 to the Pooling and Servicing Agreement (the "1992-2 Supplement"), the Series 1992-3 Supplement dated as of September 30, 1992 to the Pooling and Servicing Agreement (the "1992-3 Supplement"), and the Series 1994-1 Supplement dated as of June 30, 1994 to the Pooling and Servicing Agreement (the "1994-1 Supplement"), respectively. Each Series of Certificates represents an undivided interest in certain assets of the Trust.
ITEM 2.
ITEM 2. PROPERTIES -------------------
For information regarding the property of the Trust, see the Pooling and Servicing Agreement, the 1992-1 Supplement, the 1992-2 Supplement, the 1992-3 Supplement, the 1994-1 Supplement and the prospectuses (Exhibits 19.13, 19.14, 19.15 and 19.16) relating to the Series 1992-1 Certificates, the Series 1992-2 Certificates, the Series 1992-3 Certificates and the 1994-1 Certificates and incorporated hereby by reference. For additional information regarding the Certificates contained in the Distribution Date Statements furnished to the Trustee on each Distribution Date during 1994, see the Current Reports on Form 8-K incorporated by reference herein (Exhibits 19.1 through 19.12). For additional information, regarding the Certificates, see Exhibit 99.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
PART II.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
There were 60 Series 1992-1 Certificateholders, 68 Series 1992-2 Certificateholders, 90 Series 1992-3 Certificateholders and 27 Series 1994-1 Certificateholders at March 13, 1995. There is no established public trading market for any of the Certificates.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Nothing to report.
PART III.
ITEM 12.
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 Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 1992-1, Bankers Trust Company $ 51,410 5.1% 6 7/8% Auto Loan Corporate Securities Asset Backed Services Certificates 16 Wall Street, Level D New York, NY 10005
Series 1992-1, Chemical Bank/MHT $ 139,835 14.0% 6 7/8% Auto Loan 55 Water Street, Room 510 Asset Backed New York, NY 10017 Certificates
Series 1992-1, The Chase Manhattan $ 68,615 6.9% 6 7/8% Auto Loan Bank, N.A. Asset Backed 1 Chase Manhattan Plaza Certificates 3B - Proxy Dept. New York, NY 10081
Series 1992-1, Marine Treasury $ 75,300 7.5% 6 7/8% Auto Loan Investment Asset Backed 140 Broadway, Certificates Level A New York, NY 10015
Series 1992-1 Citibank, N.A. $ 79,155 7.9% 6 7/8% Auto Loan 111 Wall Street Asset Backed New York, NY 10043 Certificates
Series 1992-1, SSB-Custodian $173,155 17.3% 6 7/8% Auto Loan c/o ADP Proxy Services Asset Backed 51 Mercedes Way Certificates Edgewood, NY 11717
Series 1992-1 Morgan Guaranty Trust $ 68,985 6.9% 6 7/8% Auto Loan Co. of New York Asset Backed 37 Wall St., 16th Floor Certificates New York, NY 10260
Series 1992-1 Shawmut Bank $99,525 9.9% 6 7/8% Auto Loan Connecticut, N. A./ Asset Backed Investment Dealer Certificates 777 Main Street Hartford, CT 06115 ITEM 12. (CONTINUED)
(3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 1992-2, Bankers Trust Company $103,920 14.8% 7 3/8% Auto Loan Corporate Securities Asset Backed Services Certificates 16 Wall Street New York, NY 10005
Series 1992-2, The Chase Manhattan $ 48,340 6.9% 7 3/8% Auto Loan Bank N.A. Asset Backed 1 Chase Manhattan Plaza Certificates New York, NY 10081
Series 1992-2, Continental Bank, $ 78,340 11.1% 7 3/8% Auto Loan c/o ADP Proxy Services Asset Backed 51 Mercedes Way Certificates Edgewood, NY 11717
Series 1992-2, Northern Trust Co. $ 51,415 7.3% 7 3/8% Auto Loan Trust Asset Backed c/o ADP Proxy Services Certificates 51 Mercedes Way Edgewood, NY 11717
Series 1992-2 Mellon Bank, N.A. $ 48,100 6.9% 7 3/8% Auto Loan c/o ADP Proxy Services Asset Backed 51 Mercedes Way Certificates Edgewood, NY 17717
Series 1992-2 Bank of New York $ 59,440 8.5% 7 3/8% Auto Loan 925 Patterson Plank Rd. Asset Backed Secaucus, NJ 07094
Series 1992-2 SSB-Custodian $ 53,525 7.6% 7 3/8% Auto Loan c/o ADP Proxy Services Asset Backed 51 Mercedes Way Certificates Edgewood, NY 17717
Series 1992-2 Citibank, N.A. $ 66,905 9.6% 7 3/8% Auto Loan 111 Wall Street Asset Backed 20th Floor, Zone 9 Certificates New York, NY 10043
ITEM 12. (CONTINUED) (3)Amount and nature of (2) Name and Address beneficial (1)Title of of beneficial ownership (4)Percent Class owner* (in thousands) of Class --------- ---------------- -------------- -------- Series 1992-3, Continental Bank $154,810 15.5% 5 5/8% Auto Loan National Association Asset Backed Trust Certificates c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 17717
Series 1992-3, Chemical Bank $ 86,003 8.6% 5 5/8% Auto Loan 55 Water Street Asset Backed New York, NY 10041 Certificates
Series 1992-3, SSB-Custodian $125,730 12.6% 5 5/8% Auto Loan c/o ADP Proxy Services Asset Backed 51 Mercedes Way Certificates Edgewood, NY 17717
Series 1992-3, The Bank of New York $ 91,610 9.2% 5 5/8% Auto Loan 925 Patterson Plank Rd. Asset Backed Secaucus, NJ 07094 Certificates
Series 1992-3, Bankers Trust Co. $ 50,000 5.0% 5 5/8% Auto Loan Investment A/C Asset Backed 16 Wall Street Certificates 5th Floor New York, NY 10081
Series 1992-3, Chase Manhattan $178,855 17.9% 5 5/8% Auto Loan Bank, N.A. Asset Backed 1 Chase Manhattan Plaza Certificates New York, NY 10081
Series 1994-1 The Bank of New York $127,400 12.7% Floating Rate 925 Patterson Plank Rd. Auto Loan Secaucus, NJ 07094 Asset Backed Certificates
Series 1994-1 Bankers Trust Company $ 90,385 9.0% Floating Rate Corporate Securities Auto Loan Services Asset Backed 16 Wall St., Level D Certificates New York, NY 10005
Series 1994-1 Mellon Bank $ 90,100 9.0% Floating Rate c/o ADP Proxy Services Auto Loan 51 Mercedes Way Asset Backed Edgewood, NY 11717 Certificates
Series 1994-1 Morgan Guaranty Trust $183,800 18.3% Floating Rate Company of New York Auto Loan 37 Wall Street Asset Backed New York, NY 10260 Certificates
Series 1994-1 Northern Trust Co. $ 54,100 5.4% Floating Rate Trust Auto Loan c/o ADP Proxy Services Asset Backed 51 Mercedes Way Certificates Edgewood, NY 11717
Series 1994-1 Citibank, N.A. $ 52,000 5.2% Floating Rate 111 Wall Street Auto Loan 20th Floor, Zone 9 Asset Backed New York, NY 10043 Certificates
Series 1994-1 PNC National $255,100 25.5% Floating Rate Association Auto Loan c/o ADP Proxy Services Asset Backed 51 Mercedes Way Certificates Edgewood, NY 11717
* As of March 13, 1995
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nothing to report.
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)3. Exhibits
Designation Description Method of Filing ----------- ----------- ----------------
Exhibit 3.1 Restated Certificate of Filed as Exhibit 3.1 to Incorporation of Ford Ford Credit Auto Credit Auto Receivables Receivables Corporation's Corporation. Registration Statement on Form S-1 (No. 33-44432) and incorporated herein by reference.
Exhibit 3.2 By-Laws of Ford Credit Filed as Exhibit 3.2 to Auto Receivables Ford Credit Auto Corporation. Receivables Corporation's Registration Statement on Form S-1 (No. 33-44432) and incorporated herein by reference.
Exhibit 4.1 Conformed copy of Pooling Filed as Exhibit 4.1 to and Servicing Agreement Ford Credit Auto dated as of December 31, Receivables Corporation's 1991 among Ford Credit Registration Statement on Auto Receivables Form S-1 (No. 33-47582) Corporation, as seller, and incorporated herein Ford Motor Credit Company by reference. as servicer, and Chemical Bank, as trustee.
Exhibit 4.2 Conformed copy of Series Filed as Exhibit 4.2 to 1992-1 Supplement dated Ford Credit Auto Loan as of December 31, 1991 Master Trust Current to the Pooling and Report on Form 8-K dated Servicing Agreement February 7, 1992 and referenced in Exhibit and incorporated herein 4-1 above among Ford by reference. Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
ITEM 14. (Continued)
Designation Description Method of Filing ----------- ----------- -----------------
Exhibit 4.3 Conformed copy of Series Filed as Exhibit 4.2 to 1992-2 Supplement dated Ford Credit Auto Loan as of March 31, 1993 to Master Trust Current Pooling and Servicing Report on Form 8-K dated Agreement referred to in May 15, 1992 and Exhibit 4-1 above among incorporated herein by Ford Credit Auto reference. Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
Exhibit 4.4 Conformed copy of Series Filed as Exhibit 4.2 to 1992-3 Supplement dated Ford Credit Auto Loan as of September 30, 1992 Master Trust Current to Pooling and Servicing Report on Form 8-K dated Agreement referred to in November 12, 1992 and Exhibit 4-1 above among incorporated herein by Ford Credit Auto reference. Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
Exhibit 4.5 Conformed copy of Series Filed as Exhibit 4.2 to 1994-1 Supplement dated Registration Statement No. as of June 30, 1994 33-54673 on Form S-3 and to Pooling and Servicing incorporated herein by Agreement referred to in reference. Exhibit 4.1 above among Ford Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
Exhibit 19.1 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended January 31, 1994. Master Trust Current Report on Form 8-K dated February 22, 1994 and incorporated herein by reference.
ITEM 14. (Continued)
Designation Description Method of Filing ----------- ----------- -----------------
Exhibit 19.2 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan February 28, 1994. Master Trust Current Report on Form 8-K dated March 4, 1994 and incorporated herein by reference.
Exhibit 19.3 Distribution Date Statement Filed as Exhibit 19 to for Collection Period ended Ford Credit Auto Loan March 31, 1994. Master Trust Current Report on Form 8-K dated April 11, 1994 and incorporated herein by reference.
Exhibit 19.4 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended April 30, 1994. Master Trust Current Report on Form 8-K dated May 9, 1994 and incorporated herein by reference.
Exhibit 19.5 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended May 31, 1994. Master Trust Current Report on Form 8-K dated June 6, 1994 and incorporated herein by reference.
Exhibit 19.6 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended June 30, 1994. Master Trust Current Report on Form 8-K dated July 7, 1994 and incorporated herein by reference.
Exhibit 19.7 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended July 31, 1994 Master Trust Current Report on Form 8-K dated August 10, 1994 and incorporated herein by reference.
ITEM 14. (Continued)
Designation Description Method of Filing ----------- ----------- -----------------
Exhibit 19.8 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended August 31, 1994. Master Trust Current Report on Form 8-K dated September 7, 1994 and incorporated herein by reference.
Exhibit 19.9 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended September 30, 1994. Master Trust Current Report on Form 8-K dated October 6, 1994 and incorporated herein by reference.
ITEM 14. (Continued)
Designation Description Method of Filing ----------- ----------- -----------------
Exhibit 19.10 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended October 31, 1994. Master Trust Current Report on Form 8-K dated November 8, 1994 and incorporated herein by reference.
Exhibit 10.11 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended November 30, 1994. Master Trust Current Report on Form 8-K dated December 9, 1994 and incorporated herein by reference.
Exhibit 10.12 Distribution Date Statement Filed as Exhibit 19 to for Collection Period Ford Credit Auto Loan ended December 31, 1994. Master Trust Current Report on Form 8-K dated January 10, 1995 and incorporated herein by reference.
Exhibit 19.13 Prospectus dated January Filed as Exhibit 28.1 30, 1992 relating to to Ford Credit Auto Series 1992-1 Master Trust Current Certificates. Report on Form 8-K dated February 7, 1992 and incorporated herein by reference.
Exhibit 19.14 Prospectus dated May Filed as Exhibit 28.1 to 11, 1992 relating to Ford Credit Auto Loan Series 1992-2 Master Trust Current. Certificates. Report on Form 8-K dated May 15, 1992 and incorporated herein by reference.
Exhibit 19.15 Prospectus dated November Filed as Exhibit 28.1 to 6, 1992 relating to Ford Credit Auto Loan Series 1992-3 Master Trust Current Certificates. Report on Form 8-K dated November 12, 1992 and incorporated herein by reference.
ITEM 14. (Continued)
Designation Description Method of Filing ----------- ----------- -----------------
Exhibit 19.16 Prospectus dated July Filed with the Commission 26, 1994 relating to pursuant to Rule 424(b)(1) on Series 1994-1 July 27, 1994 and Certificates. incorporated herein by reference.
Exhibit 99 Selected Information Filed with this report. relating to the Series 1992-1 Certificates, the the Series 1992-2 Certificates, the Series 1992-3 Certificates and the Series 1994-1 Certificates.
(b) Reports on Form 8-K
Date of Report Item
October 6, 1994 Item 5 - Other Events November 8, 1994 Item 5 - Other Events December 9, 1994 Item 5 - Other Events January 10, 1995 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.
Ford Credit Auto Loan Master Trust (Registrant)
March 27, 1995 By: /s/ Richard P. Conrad ------------------------ Richard P. Conrad (Assistant Secretary of Ford Credit Auto Receivables Corporation, originator of Trust)
EXHIBIT INDEX
Exhibit Number Description of Exhibit Page -------- ---------------------- ----
Exhibit 3.1 Restated Certificate of * Incorporation of Ford Credit Auto Receivables Corporation.
Exhibit 3.2 By-Laws of Ford Credit Auto * Receivables Corporation.
Exhibit 4.1 Conformed copy of Pooling and * Servicing Agreement dated as of December 31, 1991 among Ford Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
Exhibit 4.2 Conformed copy of Series * 1992-1 Supplement dated as of December 31, 1991 to the Pooling and Servicing Agreement referenced in Exhibit 4-1 above among Ford Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
Exhibit 4.3 Conformed copy of Series * 1992-2 Supplement dated as of March 31, 1993 to the Pooling and Servicing Agreement referred to in Exhibit 4-1 above among Ford Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
Exhibit 4.4 Conformed copy of Series * 1992-3 Supplement dated as of September 30, 1992 to Pooling and Servicing Agreement referred to in Exhibit 4-1 above among Ford Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
Exhibit 4.5 Form of Series 1994-1 * Supplement to the Pooling and Servicing Agreement referred to in Exhibit 4-1 above among Ford Credit Auto Receivables Corporation, as seller, Ford Motor Credit Company, as servicer, and Chemical Bank, as trustee.
Exhibit 19.1 Distribution Date Statement * for Collection Period ended January 31, 1994.
Exhibit 19.2 Distribution Date Statement * for Collection Period ended February 28, 1994.
Exhibit 19.3 Distribution Date Statement * for Collection Period ended March 31, 1994.
Exhibit 19.4 Distribution Date Statement * for Collection Period ended April 30, 1994.
Exhibit 19.5 Distribution Date Statement * for Collection Period ended May 31, 1994.
Exhibit 19.6 Distribution Date Statement * for Collection Period ended June 30, 1994.
Exhibit 19.7 Distribution Date Statement * for Collection Period ended July 31, 1994.
Exhibit 19.8 Distribution Date Statement * for Collection Period ended August 31, 1994.
Exhibit 19.9 Distribution Date Statement * for Collection Period ended September 30, 1994.
Exhibit 19.10 Distribution Date Statement * for Collection Period ended October 31, 1994.
Exhibit 19.11 Distribution Date Statement * for Collection Period ended November 30, 1994.
Exhibit 19.12 Distribution Date Statement * for Collection Period ended December 31, 1994.
Exhibit 19.13 Prospectus dated January 30, * 1992 relating to Series 1992-1 Certificates.
Exhibit 19.14 Prospectus dated May 11, 1992 * relating to Series 1992-2 Certificates.
Exhibit 19.15 Prospectus dated November 6, * 1992 relating to Series 1992-3 Certificates.
Exhibit 19.16 Prospectus dated July 26, 1994 * relating to Series 1994-1 Certificates
Exhibit 99 Selected Information relating Filed with this Report. to the Series 1992-1 Certificates, the Series 1992-2 Certificates, the Series 1992-3 Certificates and the Series 1994.1 Certificates.
__________________ * Previously Filed