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, 1993
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
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Commission file number 33-54125
FORD CREDIT 1994-B GRANTOR TRUST
(Ford Credit Auto Receivables Corporation - Originator)
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(Exact name of registrant as specified in its charter)
State of Incorporation: Delaware
Employer Identification No.: 38-2973806
Address of principal executive offices: The American Road
Dearborn, Michigan 48121
Registrant's telephone number, including area code: (313)322-3000
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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PART I.
ITEM 1. BUSINESS
Ford Credit Auto Receivables Corporation ("FCARC") established the
Ford Credit 1994-B Grantor Trust (the "Trust") as of November 1, 1994
by selling and assigning to Chemical Bank, as Trustee (the "Trustee"),
property including a pool of retail installment sale contracts secured
by new and used automobiles and light trucks (the "Receivables"),
certain monies due thereunder, security interests in the vehicles
financed thereby and certain other property in exchange for
certificates representing fractional undivided interests in the Trust
(the "Certificates") consisting of two Classes of Certificates: a)
the Class A Certificates evidencing in the aggregate an undivided
ownership interest of 93% of the Trust, which were sold to the public,
and b) the Class B Certificate evidencing in the aggregate an
undivided ownership interest of 7% of the Trust, which was retained
by FCARC. The Trust does not intend to acquire additional retail
installment sale contracts and therefore the Receivable portfolio will
continue to liquidate.
Ford Motor Credit Company ("Ford Credit") services the Receivables
pursuant to a Pooling and Servicing Agreement dated as of November 1,
1994 (the "Agreement") and is compensated for acting as the Servicer.
In order to facilitate its servicing functions and minimize
administrative burdens and expenses, Ford Credit, as Servicer, retains
physical possession of the Receivables and documents relating thereto
as custodian for the Trustee.
The rights of the holders of the Class B Certificates to receive
distributions with respect to the Receivables are subordinated, to the
extent described in the Agreement, to the rights of the holders of the
Class A Certificates.
ITEM 2. PROPERTIES
The property of the Trust includes retail installment sale contracts
originated on or after November 1, 1993 between dealers (the "Dealers")
and retail purchasers (the "Obligors") secured by new and used
automobiles and light trucks (the "Financed Vehicles") and, in
general, all payments due thereunder on or after November 1, 1994 (the
"Cutoff Date").
The Receivables were originated by Dealers in accordance with Ford
Credit's requirements under agreements with Dealers, for assignment to
Ford Credit, have been so assigned and were sold to FCARC by Ford
Credit pursuant to a Purchase Agreement dated November 1, 1994
("Purchase Agreement), are serviced by Ford Credit, and evidence the
indirect financing made available by Ford Credit to the Obligors. The
property of the Trust also includes (i) such amounts as from time to
time may be held in separate trust accounts established and maintained
pursuant to the Agreement, and the proceeds of such accounts, (ii)
security interests in the Financed Vehicles and any accessions
thereto, (iii) any Dealer Recourse, (iv) the right to proceeds of
credit life, credit disability, and physical damage insurance policies
covering the Financed Vehicles, (v) the rights of FCARC under the
Purchase Agreement and (vi) certain rebates of premiums and other
amounts relating to certain insurance policies and other items
financed under the Receivables in effect as of the November 1, 1994.
Additionally, pursuant to agreements between Ford Credit and the
Dealers, the Dealers are obligated to repurchase from Ford Credit
Receivables which do not meet certain representations made by the
Dealers, as well as those covered by recourse plans ("Dealer
Recourse").
The Receivables were purchased by Ford Credit in the ordinary course
of business in accordance with Ford Credit's underwriting standards,
which emphasize the Obligor's ability to pay and creditworthiness, as
well as the asset value of the Financed Vehicle.
The Receivables were selected from Ford Credit's portfolio by several
criteria, including the following: each Receivable (i) was originated
in the United States, (ii) has a contractual Annual Percentage Rate
("APR") that equals or exceeds 8.80%, (iii) provides for level monthly
payments which provide interest at the APR and fully amortize the
amount financed over an original term no greater than 60 months, (iv)
was not more than 30 days past due as of the Cutoff Date and has never
been extended, (v) is attributable to the purchase of a new or used
automobile or light truck, and (vi) was originated on or after November
1, 1993.
The Receivables were selected at random from Ford Credit's retail
installment sale contracts meeting the criteria described above, and
no selection procedures believed to be adverse to the
Certificateholders were utilized in selecting the Receivables from
qualifying retail installment sale contracts.
In addition to required repurchases by the Dealers in cases of
misrepresentations as stated above, on November 1, 1993, less than 1.0% of
the Receivables provided recourse to the Dealer which originated the
Receivables. Dealers are generally obligated under these recourse plans for
payment of the unpaid principal balance of a defaulted contract, unless Ford
Credit fails to repossess the vehicle and deliver it to the Dealer within 90
days after default. The Dealer's obligation generally terminates after the
first 24 monthly payments are made under the related contract.
All the Receivables are prepayable at any time. If prepayments are
received on the Receivables, the actual weighted average life of the
Receivables will be shorter than that scheduled weighted average life,
which is based on the assumptions that payments will be made as
scheduled, and that no prepayments will be made. (For this purpose
the term "prepayments" includes liquidations due to default, as well
as receipt of proceeds from credit life, credit disability, and
casualty insurance policies.) Weighted average life means the average
amount of time during which each dollar of principal on a receivable
is outstanding.
The rate of prepayments on the Receivables may be influenced by a
variety of economic, social and other factors, including the fact that
an Obligor may not sell or transfer a Financed Vehicle without the
consent of Ford Credit. Ford Credit believes that the actual rate of
prepayments will result in a substantially shorter weighted average
life than the scheduled weighted average life of 29.2 months. Based
on the historical performance of Ford Credit's portfolio of U. S.
retail installment sale contracts for new and used automobiles and
light trucks (including previously sold contracts which Ford Credit
continues to service), the average effective term of such contracts is
approximately two-thirds of their scheduled contractual term.
As of December 31, 1994, the pool consisted of 81,271 Receivables, of
which 1,303, representing payments of $18,440,887.15 were delinquent 30 -
59 days; 95, representing payments of $1,365,873.68, were delinquent 60 -
89 days; 1, representing payments of $19,936.66, were delinquent 90 -
119 days; and 0, representing payments of $0 were delinquent over
120 days.
Additional information concerning the pool balance, payment of
principal and interest, prepayments, the servicing fee, the weighted
average maturity and seasoning, the pool factor, the remaining limited
guaranty amount and other information relating to the pool of
Receivables may be obtained in the monthly reports provided to
Chemical Bank by Ford Credit as Servicer (Exhibits 19-A through 19-B).
ITEM 3. LEGAL PROCEEDINGS
Nothing to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Nothing to report.
ITEM II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
There were 75 Class A Certificateholders as of March 13, 1995. 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
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7.30% Asset Bankers Trust Company $ 89,860 8.2%
Backed 16 Wall Street
Certificates, New York, NY 10015
Class A
7.30% Asset The Chase Manhattan $ 84,081 7.7%
Backed Bank, N. A.
Certificates, 1 Chase Manhattan Plaza
Class A New York, NY 10081
7.30% Asset Citibank N. A. $ 76,720 7.0%
Backed 111 Wall Street
Certificates, New York, NY 10043
Class A
7.30% Asset Bank of New York $ 84,160 7.7%
Backed 925 Patterson Plank Rd.
Certificates, Secaucus, NJ 07094
Class A
7.30% Asset Morgan Guaranty Trust $207,543 18.9%
Backed Company of New York
Certificates, 37 Wall Street
Class A New York, NY 10260
7.30% Asset SSB Custodian $210,860 19.2%
Backed c/o ADP Proxy Services
Certificates, 51 Mercedes Way
Class A Edgewood, NY 11717
*As of March 13, 1995
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
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Exhibit 3-A 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 (33-39027) and
incorporated herein by
reference.
Exhibit 3-B By-Laws of Ford Credit Filed as Exhibit 3.2 to
Auto Receivables Corpora- Ford Credit Auto Receiv-
tion. ables Corporation's
Registration Statement on
Form S-1 (No. 33-39027)
and incorporated herein
by reference.
Exhibit 4-A Form of Pooling and Filed as Exhibit 4.2 to
Servicing Agreement dated Ford Credit 1994-B
as of November 1, 1994 Grantor Trust's Current
between Ford Credit Auto Report on Form 8-K dated
Receivables Corporation, November 22, 1994 and
as seller, Ford Credit as incorporated herein by
Servicer and Chemical Bank reference.
as Trustee.
Exhibit 4-B Prospectus dated November Filed as Exhibit 99 to
8, 1994, relating to sale Ford Credit 1994-B
of Ford Credit 1994-B Grantor Trust's Current
Grantor Trust 7.30% Asset Report on Form 8-K dated
Backed Certificates. November 22, 1994 and
incorporated herein by
reference.
Exhibit 19-A Report for the month ended Filed as Exhibit 19 to
November 30, 1994 provided Ford Credit 1994-B
to Chemical Bank, as Grantor Trust's Current
Trustee under Ford Credit Report on Form 8-K dated
1994-B Grantor Trust. December 15, 1994 and
incorporated herein by
reference.
Exhibit 19-B Report for the month ended Filed as Exhibit 19 to
December 31, 1994 provided Ford Credit 1994-B
to Chemical Bank, as Grantor Trust's Current
Trustee under Ford Credit Report on Form 8-K dated
1994-B Grantor Trust. January 10, 1995 and
incorporated herein by
reference.
Exhibit 99 Selected Information Filed with this report.
Relating to the Receivables.
(b) REPORTS ON FORM 8-K
The Ford Credit 1994-B Grantor Trust filed a Current Report on Form 8-K
dated November 22, 1994 regarding the pool of Receivables in the
Trust and the servicing thereof as described in the Pooling and
Servicing Agreement dated as of November 1, 1994 among Ford Credit Auto
Receivables Corporation, as Seller, Ford Motor Credit Company, as
Servicer and Chemical Bank, as Trustee filed as Exhibit 4.2, and the
Prospectus dated November 8, 1994 relating to the issuance of
$1,098,627,554.60 aggregate principal amount of Ford Credit 1994-B
Grantor Trust 7.30% Asset Backed Certificates, Class A filed as
Exhibit 99.
Also, see Exhibits 19-A and 19-B.
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 1994-B GRANTOR TRUST
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(Registrant)
March 27, 1995 By: /s/Richard P. Conrad
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Richard P. Conrad
(Assistant Secretary of Ford Credit
Auto Receivables Corporation
originator of Trust)
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
Exhibit 3-A Restated Certificate of *
Incorporation of Ford
Credit Auto Receivables
Corporation.
Exhibit 3-B By-Laws of Ford Credit *
Auto Receivables Corpora-
tion.
Exhibit 4-A Form of Pooling and *
Servicing Agreement dated
as of November 4, 1994
between Ford Credit Auto
Receivables Corporation,
as seller, Ford Credit as
Servicer and Chemical Bank
as Trustee.
Exhibit 4-B Prospectus dated November *
8, 1994, relating to sale
of Ford Credit 1994-B
Grantor Trust 7.30% Asset
Backed Certificates.
Exhibit 19-A Report for the month ended *
November 30, 1994 provided
to Chemical Bank, as
Trustee under Ford Credit
1994-B Grantor Trust.
Exhibit 19-B Report for the month ended *
December 31, 1994 provided
to Chemical Bank, as
Trustee under Ford Credit
1994-B Grantor Trust.
Exhibit 99 Selected Information Filed with this
Relating to the Receivables. Report.
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*Previously Filed