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.
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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ITEM 8.
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).
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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
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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.
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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.
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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,
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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.
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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 ========= ======== =========
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PART IV
ITEM 14.
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.
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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) -------------------------------------- (Owner Trustee, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer.)
s\ Lillian Peros -------------------------------------- Assistant Treasurer
Date: March 20, 1997 --------------
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