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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
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1934 FOR THE YEAR ENDED DECEMBER 31, 1997, OR
TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT
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OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________
GMAC 1997-A GRANTOR TRUST 333-06039
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(Exact name of registrants as Commission file
specified in its charter) number
A National Banking Association 36-0899825
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o The First National Bank of Chicago
One First National Plaza,
Suite 0126, Chicago, Illinois 60670-0126
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(Address of principal executive office) (Zip Code)
Registrants' telephone number, including area code 312-732-4000
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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 each of the registrants (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 .
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PART I
ITEM 1. BUSINESS
The GMAC 1997-A Grantor Trust (the "Trust") was formed by Capital Auto
Receivables, Inc.(the "Seller") by selling and assigning the receivables and the
security interests in the vehicles financed thereby to The First National Bank
of Chicago, as Trustee, in exchange for Class A and Class B Certificates. The
Class A Certificates were remarketed to the public and represent an undivided
ownership interest in the Trust that equals 93.75%. The Class B Certificates
were not offered to the public and were held by the Seller and represent an
undivided ownership interest in the Trust that equals 6.25%. The right of the
Class B Certificateholders to receive distribution of the receivables is
subordinated to the rights of the Class A Certificateholders. For any further
information, refer to Prospectus Supplement dated April 8, 1997 and Supplement
to Prospectus Supplement dated April 11, 1997.
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Grantor Trust, listed in the table shown below, was formed by Capital Auto
Receivables, Inc. (the "Seller") pursuant to a Pooling and Servicing Agreement
between the Seller, The First National Bank of Chicago, as Trustee, and General
Motors Acceptance Corporation, as Servicer. The Trust acquired retail finance
receivables from the Seller in the aggregate amount as shown below in exchange
for Certificates representing undivided ownership interests in the Trust. The
Trust's property includes a pool of retail installment sale contracts secured by
new and used automobiles and light trucks, certain monies due thereunder and
security interests in the vehicles financed thereby.
The Certificates for the Trust consist of two classes, entitled 6.50%
Asset-Backed Certificates, Class A and 6.50% Asset-Backed Certificates, Class B.
The Class A Certificates represent in the aggregate an undivided ownership
interest in the Trust that equals 93.75%. The Class B Certificates represent in
the aggregate an undivided ownership interest in the Trust that equals 6.25%.
Only the Class A Certificates have been remarketed to the public. The Class B
Certificates have not been offered to the public and are held by the Seller. The
rights of the Class B Certificateholder to receive monthly distributions with
respect to the receivables are subordinated to the rights of the Class A
Certificateholders.
Original Aggregate Amount
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Date of Pooling Retail Asset-Backed Certificates
Grantor and Servicing Finance -----------------------------
Trust Agreement Receivables Class A Class B
- ------- --------------- ------------- ------------- -------------
(in millions of dollars)
GMAC 1997-A April 15, 1997 1,502.3 1,408.4 93.9
General Motors Acceptance Corporation, the originator of the retail receivables,
continues to service the receivables for the aforementioned Grantor Trust and
receives compensation and fees for such services. Investors receive monthly
payments of the pro rata portion of principal and interest received by the Trust
as the receivables are liquidated.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CROSS REFERENCE SHEET
Exhibit No. Caption Page
- ----------- ---------------------------------------------------- ------
-- GMAC 1997-A Grantor Trust, Independent Auditors'
Report, Financial Statements and Selected Quarterly
Data for the period April 15, 1997 (inception)
through December 31, 1997. II-3
27.1 Financial Data Schedule for GMAC 1997-A Grantor
Trust (for SEC electronic filing purposes only). --
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INDEPENDENT AUDITORS' REPORT
The GMAC 1997-A Grantor Trust, its Certificateholders, Capital Auto Receivables,
Inc., and The First National Bank of Chicago, Trustee:
We have audited the accompanying Statement of Assets and Undivided Interests of
the GMAC 1997-A Grantor Trust as of December 31, 1997, and the related Statement
of Distributable Income for the period April 15, 1997 (date of inception) to
December 31, 1997. 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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
As described in Note 1 to the financial statements, these financial statements
were 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 and undivided interests arising from cash transactions of
the GMAC 1997-A Grantor Trust at December 31, 1997 and its distributable income
and distributions for the period April 15, 1997 (date of inception) to December
31, 1997, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP
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Deloitte & Touche LLP
600 Renaissance Center
Detroit, Michigan
March 11, 1998
II-3
GMAC 1997-A GRANTOR TRUST
STATEMENT OF ASSETS AND UNDIVIDED INTERESTS
December 31,1997
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ASSETS (in millions of dollars)
Receivables (Note 2) ................................ $ 1,054.9
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TOTAL ASSETS ........................................ $ 1,054.9
=========
UNDIVIDED INTERESTS
Asset-Backed Certificates
(Notes 2 and 3) .................................. $ 1,054.9
---------
TOTAL UNDIVIDED INTERESTS........................... $ 1,054.9
=========
Reference should be made to the Notes to Financial Statements.
II-4
GMAC 1997-A GRANTOR TRUST
STATEMENT OF DISTRIBUTABLE INCOME
Period Ended December 31, 1997*
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(in millions of dollars)
Distributable Income
Allocable to Principal .......................... $ 447.4
Allocable to Interest .......................... 56.3
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Distributable Income .............................. $ 503.7
=======
Income Distributed ................................ $ 503.7
=======
* Represents the period April 15, 1997 (inception) through December 31, 1997.
Reference should be made to the Notes to Financial Statements.
II-5
GMAC 1997-A GRANTOR TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of the GMAC 1997-A Grantor Trust (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
Certificateholders are recognized when paid rather than when the obligation is
incurred. Certain expenses of the Trust are paid by Capital Auto Receivables,
Inc. (the "Seller").
NOTE 2. SALE OF CERTIFICATES
On April 15, 1997, the GMAC 1997-A Grantor Trust acquired retail finance
receivables aggregating approximately $1,502.3 million from the Seller in
exchange for Certificates representing undivided ownership interests in the
Trust of 93.75% for the Class A Certificates and 6.25% for the Class B
Certificates. The Trust property includes a pool of retail installment sale
contracts for new and used automobiles and light trucks, certain monies due
thereunder and security interests in the vehicles financed thereby. The Seller
has the option to repurchase the remaining receivables as of the last day of any
month on or after which the principal balance declines below 10% of the
aggregate amount financed.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Principal (including prepayments) and interest are passed through and
distributed pro rata to Class A and Class B Certificateholders on each
distribution date commencing May 15, 1997. Principal consists of payments on the
receivables that are allocable to repayment of the amount sold as determined on
a constant interest rate basis (the "actuarial method"). Interest is passed
through and distributed to Class A Certificateholders at one-twelfth of the pass
through rate of 6.50% per annum. Interest consists of payments on the
receivables that are allocable to finance charges, using the actuarial method,
net of fees and expenses. The rights of the Class B Certificateholders to
receive monthly distributions with respect to the receivables are subordinated
to the rights of the Class A Certificateholders. The distribution date is the
15th day of each month (or, if such 15th day is not a business day, the next
following business day).
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 Certificateholder will be
treated as the owner of a pro rata undivided interest in each of the receivables
in the Trust.
II-6
GMAC 1997-A GRANTOR TRUST
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME
1997 Quarters Principal Interest Total
- ----------------------------------- --------- -------- --------
(in millions of dollars)
Second Quarter*..................... $ 118.5 $ 15.9 $ 134.4
Third Quarter ...................... $ 169.8 $ 21.6 $ 191.4
Fourth Quarter ..................... $ 159.1 $ 18.8 $ 177.9
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Total ......................... $ 447.4 $ 56.3 $ 503.7
======== ======= ========
* Represents the period April 15, 1997 (inception) through June 30, 1997.
II-7
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(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).
-- GMAC 1997-A Grantor Trust Financial Statements for the period
April 15, 1997 (inception) through December 31, 1997.
(b) REPORTS ON FORM 8-K.
No current reports on Form 8-K have been filed by the Trust from
inception through December 31, 1997.
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 Trustee has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GMAC 1997-A GRANTOR TRUST
The First National Bank of Chicago
(Trustee)
s/ John G. Finley
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(John G. Finley, Vice President)
Date: March 20, 1998
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