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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE YEAR ENDED DECEMBER 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 1993-3 33-49307
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(Exact name of registrant as Commission file
specified in its charter) number
Delaware Business Trusts 13-3284790
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(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
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(Address of principal executive office) (Zip Code)
Registrants' telephone number, including area code (212) 250-6864
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Securities registered pursuant to Section 12(b) of the Act: (None)
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 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 .
PART I
ITEM 1. BUSINESS
The Capital Auto Receivables Asset Trust, (the "Trust") was formed pursuant to a
Trust Agreement, between Capital Auto Receivables, Inc. (the "Seller") and
Bankers Trust (Delaware), as Owner Trustee of the related Trust. The Trust has
issued Asset-Backed Notes (the "Notes"). The Notes are issued and secured
pursuant to Indentures, between the related Trust and The First National Bank of
Chicago as Indenture Trustee. The Trust has also issued Asset-Backed
Certificates.
CAPITAL AUTO RECEIVABLES ASSET TRUST
-------------------------------------
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
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PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Trust 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. The 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 the Trust. The Trust's property includes a
pool of retail instalment sale contracts for new and used 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 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 Trust
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.
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II-1
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CROSS REFERENCE SHEET
Exhibit No. Caption Page
- ----------- ---------------------------------------------------- ------
-- Capital Auto Receivables Asset Trust 1993-3,
Independent Auditors' Report, Financial Statements II-3
and Selected Quarterly Data for the Year Ended
December 31, 1996.
27.1 Financial Data Schedule for Capital Auto Receivables
Asset Trust 1993-3 (for SEC electronic filing --
purposes only).
---------------------
II-2
INDEPENDENT AUDITORS' REPORT
March 3, 1997
The Capital Auto Receivables Asset Trust 1993-3, its Noteholders and
Certificateholders, Capital Auto Receivables, Inc., Bankers Trust (Delaware),
Owner Trustee, and The First National Bank of Chicago, Indenture Trustee:
We have audited the accompanying Statement of Assets, Liabilities and Equity of
the Capital Auto Receivables Asset Trust 1993-3 as of December 31, 1996 and
1995, and the related Statement of Distributable Income for each of the three
years in the period ended December 31, 1996. These financial statements are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial statements
are prepared on the basis of cash receipts and disbursements, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, such financial statements present fairly, in all material
respects, the assets, liabilities and equity of the Capital Auto Receivables
Asset Trust 1993-3 at December 31, 1996 and 1995, and its distributable income
and distributions for each of the three years in the period ended December 31,
1996, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP
- ------------------------
Deloitte & Touche LLP
600 Renaissance Center
Detroit, Michigan 48243
II-3
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF ASSETS, LIABILITIES AND EQUITY
December 31,
1996 1995
------- -------
(in millions of dollars)
ASSETS
Receivables (Note 2) ................... $ 282.9 $ 705.2
------- -------
TOTAL ASSETS ........................... $ 282.9 $ 705.2
======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... $ 250.4 $ 660.3
Asset-Backed Certificates (Equity) ..... 32.5 44.9
------- -------
TOTAL LIABILITIES AND EQUITY............ $ 282.9 $ 705.2
======= =======
Reference should be made to the Notes to Financial Statements.
II-4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF DISTRIBUTABLE INCOME
Year Ended December 31,
1996 1995 1994
------- ------- --------
(in millions of dollars)
Distributable Income
Allocable to Principal ............... $ 422.3 $ 573.5 $1,160.0
Allocable to Interest ............... 24.3 49.9 78.5
------- ------- --------
Distributable Income ................... $ 446.6 $ 623.4 $1,238.5
======= ======= ========
Income Distributed ..................... $ 446.6 $ 623.4 $1,238.5
======= ======= ========
Reference should be made to the Notes to Financial Statements.
II-5
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. On January 15, 1997, GMAC exercised this option and repurchased
the remaining receivables in Capital Auto Receivables Asset Trust 1993-3 as of
February 18, 1997.
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 principal balance of the
Class A-6 Notes was paid on February 18, 1997. On each Distribution Date on and
after the date on which the Class A-2 Notes,
II-6
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
NOTES TO FINANCIAL STATEMENTS
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
the Class A-3 Notes and the Class A-4 Notes were paid (or provided for) in full,
Certificateholders received, in respect of the 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 Distribution Date for the Certificates will be February 18,
1997.
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% per
annum. The Class A-2 Notes received interest at the rate of 3.25% per annum. The
Class A-3 Notes received interest at the rate of 3.25% per annum. The Class A-4
Notes received interest at the rate of 3.30% per annum. The Class A-5 Notes
received interest at the rate of 3.65% per annum.
The Class A-6 Notes bear interest at the rate of 4.60% per annum. On each
Distribution Date, the Owner Trustee distributes pro rata to Certificateholders
accrued interest at the pass-through rate of 4.60% 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.
--------------------------
II-7
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1996 Quarters Principal Interest Total
- ------------------------------------ --------- -------- ---------
(in millions of dollars)
First quarter ...................... $ 126.0 $ 8.1 $ 134.1
Second quarter ..................... 114.0 6.6 120.6
Third quarter ...................... 99.5 5.4 104.9
Fourth quarter ..................... 82.8 4.2 87.0
--------- -------- ---------
Total ......................... $ 422.3 $ 24.3 $ 446.6
========= ======== =========
1995 Quarters Principal Interest Total
- ------------------------------------ --------- -------- ---------
(in millions of dollars)
First quarter ...................... $ 65.8 $ 14.4 $ 80.2
Second quarter ..................... 187.0 13.9 200.9
Third quarter ...................... 169.1 11.8 180.9
Fourth quarter ..................... 151.6 9.8 161.4
--------- -------- ---------
Total ......................... $ 573.5 $ 49.9 $ 623.4
========= ======== =========
1994 Quarters Principal Interest Total
- ------------------------------------ --------- -------- ---------
(in millions of dollars)
First quarter ...................... $ 303.1 $ 23.4 $ 326.5
Second quarter ..................... 405.1 21.3 426.4
Third quarter ...................... 238.8 17.9 256.7
Fourth quarter ..................... 213.0 15.9 228.9
--------- -------- ---------
Total ......................... $ 1,160.0 $ 78.5 $ 1,238.5
========= ======== =========
II-8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8K
(a) (1) FINANCIAL STATEMENTS.
Included in Part II, Item 8, of Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES.
All schedules have been omitted because they are not applicable or
because the information called for is shown in the financial
statements or notes thereto.
(a) (3) EXHIBITS (Included in Part II of this report).
-- Capital Auto Receivables Asset Trust 1993-3 Financial Statements for
the Year Ended December 31, 1996.
(b) REPORTS ON FORM 8-K.
No current reports on Form 8-K have been filed by any of the
above-mentioned Owner Trusts during the fourth quarter ended
December 31, 1996.
ITEMS 2, 3, 4, 5, 6, 9, 10, 11, 12 and 13 are not applicable and have been
omitted.
IV-1
SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Trustees have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
by: Bankers Trust (Delaware)
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(Owner Trustee, not in its
individual capacity but solely
as Owner Trustee on behalf of
the Issuer.)
s\ Lillian Peros
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Assistant Treasurer
Date: March 20, 1997
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IV-2