ITEM 1. BUSINESS
Each Capital Auto Receivables Asset Trust, (each a "Trust") was formed pursuant to a Trust Agreement, between Capital Auto Receivables, Inc. (CARI) (the "Seller") and Bankers Trust (Delaware), as Owner Trustee of the related Trust. The Trusts have 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. Each Trust has also issued Asset-Backed Certificates.
CAPITAL AUTO RECEIVABLES ASSET TRUSTS ------------------------------------- CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 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
Each of the Trusts was formed pursuant to a trust agreement between Capital Auto Receivables, Inc. (CARI) (the "Seller") and Bankers Trust (Delaware), as Owner Trustee, and issued the following Asset-Backed Notes and Certificates. Each 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 each of the Trusts. Each Trust's property includes a pool of retail instalment sale contracts for 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 December 17, 1992 $1,607.1 Class A-1 $ 657.7 $ 56.2 Auto Class A-2 $ 641.6 Receivables Class A-3 $ 251.6 Asset Trust 1992-1
Capital February 11, 1993 $2,912.9 Class A-1 $ 322.0 $ 101.9 Auto Class A-2 $ 225.0 Receivables Class A-3 $ 125.0 Asset Trust Class A-4 $ 478.0 1993-1 Class A-5 $1,147.0 Class A-6 $ 318.0 Class A-7 $ 196.0
Capital June 2, 1993 $2,009.3 Class A-1 $ 750.0 $ 58.6 Auto Class A-2 $ 100.0 Receivables Class A-3 $ 641.0 Asset Trust Class A-4 $ 403.0 1993-2
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 Trusts 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
CROSS REFERENCE SHEET
Exhibit No. Caption Page ----------- ------------------------------------------------- ------
-- Capital Auto Receivables Asset Trust 1992-1, Independent Auditors' Report, Financial Statements II-3 and Selected Quarterly Data for the Year Ended December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-1, Independent Auditors' Report, Financial Statements II-9 and Selected Quarterly Data for the Year Ended December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-2, Independent Auditors' Report, Financial Statements II-15 and Selected Quarterly Data for the Year Ended December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-3, Independent Auditors' Report, Financial Statements II-21 and Selected Quarterly Data for the Year Ended December 31, 1994.
27. Financial Data Schedule (for SEC electronic filing purposes only). --
_____________________
II-2
INDEPENDENT AUDITORS' REPORT
March 10, 1995
The Capital Auto Receivables Asset Trust 1992-1, 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 1992-1 as of December 31, 1994 and 1993, and the related Statement of Distributable Income for the years then ended. 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 audits 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 1992-1 at December 31, 1994 and 1993, and its distributable income and distributions for the years then ended, 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 1992-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY (in millions of dollars)
December 31, ------------------- 1994 1993 ------- ------- ASSETS $ $
Receivables (Note 2) ................... 252.5 759.3 ------- -------
TOTAL ASSETS ........................... 252.5 759.3 ======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... 220.6 709.7
Asset-Backed Certificates (Equity) ..... 31.9 49.6 ------- -------
TOTAL LIABILITIES AND EQUITY............ 252.5 759.3 ======= =======
Reference should be made to the Notes to Financial Statements.
II-4
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 (continued)
STATEMENT OF DISTRIBUTABLE INCOME For the years ended December 31, 1994 and 1993 (in millions of dollars)
1994 1993 -------- -------- $ $ Distributable Income
Allocable to Principal ...................... 506.8 847.8
Allocable to Interest ...................... 27.1 53.3 -------- -------- Distributable Income .......................... 533.9 901.1 ======== ========
Income Distributed ............................ 533.9 901.1 ======== ========
Reference should be made to the Notes to Financial Statements.
II-5
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 (continued)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1992-1 (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. (CARI) (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On December 17, 1992, Capital Auto Receivables Asset Trust 1992-1 acquired retail finance receivables aggregating approximately $1,607.1 million from the Seller in exchange for three classes of Asset-Backed Notes representing indebtedness of the Trust of $657.7 million Class A-1, $641.6 million Class A-2 and $251.6 million Class A-3, and $56.2 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, certain 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.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest and principal (including prepayments) on the Notes are made on the fifteenth day of March, June, September and December or, if any such day is not a Business Day, on the next succeeding Business Day, commencing March 15, 1993 (each, a "Payment Date"). Principal of the Notes will be payable on each Payment Date in an amount equal to the sum of the Noteholders' Principal Distributable Amounts for each of the three Monthly Periods preceding such Payment Date, to the extent of funds available therefor. Payments of principal on the Notes are made (i) on the Class A-1 Notes until they are paid in full, (ii) then on the Class A-2 Notes until they are paid in full and (iii) then on the Class A-3 Notes until they are paid in full. The principal balance of the Class A-1 Notes was paid in full on September 15, 1993, the principal balance of the Class A-2 Notes was paid in full on December 15, 1994 and the then-unpaid principal balance of the Class A-3 Notes will be payable on December 15, 1997. The final scheduled Distribution Date for the Certificates will be December 15, 1997.
On each Distribution Date on and after the date on which the Class A-1 Notes have been paid in full, Certificateholders will receive, in respect of the certificate balance, an amount equal to the Certficateholders' Principal Distributable Amount for the Monthly Period preceding such Distribution Date, to the extent of funds available therefor.
II-6
CAPITAL AUTO RECEIVABLES ASSET TRUST 1992-1 (continued)
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
Interest on the outstanding principal amount of the Notes accrues from December 15, 1992 (in the case of the Class A-2 Notes, December 17, 1992) or, from the most recent Payment Date on which interest has been paid to but excluding the following Payment Date. During 1993, the Class A-1 Notes received interest at the rate of 3.73% per annum.
The Class A-2 Notes received a floating rate of interest from December 17, 1992 through December 14, 1994 at a weighted average rate of 3.7394%.
The Class A-3 Notes will bear interest at the rate of 5.75% per annum. On each Distribution Date, the Owner Trustee will distribute pro rata to Certificateholders accrued interest at the pass through rate of 6.20% 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 1992-1 (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME (in millions of dollars)
1994 Quarters Principal Interest Total ------------------------------------ --------- -------- ----- $ $ $
First quarter ...................... 160.9 8.5 169.4
Second quarter ..................... 140.9 7.5 148.4
Third quarter ...................... 113.3 6.2 119.5
Fourth quarter ..................... 91.7 4.9 96.6 --------- -------- ----- Total ......................... 506.8 27.1 533.9 ========= ======== =====
1993 Quarters Principal Interest Total ------------------------------------ --------- -------- ----- $ $ $
First quarter ...................... 225.4 16.7 242.1
Second quarter ..................... 226.9 14.3 241.2
Third quarter ...................... 210.0 12.3 222.3
Fourth quarter ..................... 185.5 10.0 195.5 --------- -------- ----- Total ......................... 847.8 53.3 901.1 ========= ======== =====
II-8
INDEPENDENT AUDITORS' REPORT
March 10, 1995
The Capital Auto Receivables Asset Trust 1993-1, 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 1993-1 as of December 31, 1994 and 1993, and the related Statement of Distributable Income for the year ended December 31, 1994 and the period February 11, 1993 (inception) through December 31, 1993. 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 1993-1 at December 31, 1994 and 1993, and its distributable income and distributions for the year ended December 31, 1994 and the period February 11, 1993 (inception) through December 31, 1993, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP ------------------------ Deloitte & Touche LLP 600 Renaissance Center Detroit, Michigan 48243
II-9
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1
STATEMENT OF ASSETS, LIABILITIES AND EQUITY (in millions of dollars)
December 31, ------------------- 1994 1993 ------- ------- ASSETS $ $
Receivables (Note 2) ................... 711.1 1,660.8 ------- -------
TOTAL ASSETS ........................... 711.1 1,660.8 ======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... 647.9 1,565.8
Asset-Backed Certificates (Equity) ..... 63.2 95.0 ------- -------
TOTAL LIABILITIES AND EQUITY............ 711.1 1,660.8 ======= =======
Reference should be made to the Notes to Financial Statements.
II-10
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 (continued)
STATEMENT OF DISTRIBUTABLE INCOME For the year ended December 31, 1994 and the period February 11, 1993 (inception) through December 31, 1993 (in millions of dollars)
1994 1993 -------- -------- $ $ Distributable Income
Allocable to Principal ...................... 949.7 1,252.1
Allocable to Interest ...................... 58.5 72.5 -------- -------- Distributable Income .......................... 1,008.2 1,324.6 ======== ========
Income Distributed ............................ 1,008.2 1,324.6 ======== ========
Reference should be made to the Notes to Financial Statements.
II-11
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 (continued)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1993-1 (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. (CARI) (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On February 11, 1993, Capital Auto Receivables Asset Trust 1993-1 acquired retail finance receivables aggregating approximately $2,912.9 million from the Seller in exchange for seven classes of Asset-Backed Notes representing indebtedness of the Trust of $322.0 million Class A-1; $225.0 million Class A-2; $125.0 million Class A-3; $478.0 million Class A-4; $1,147.0 million Class A-5; $318.0 million Class A-6; $196.0 million Class A-7 and $101.9 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, certain monies due or received thereunder, security interests in the vehicles financed thereby, an interest rate cap 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.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest and principal (including prepayments) on the Notes are made on the fifteenth day of February, May, August and November or, if any such day is not a Business Day, on the next succeeding Business Day, commencing May 17, 1993 (each, a "Payment Date"). Principal of the Notes will be payable on each Payment Date in an amount equal to the sum of the Noteholders' Principal Distributable Amounts for each of the three Monthly Periods preceding such Payment Date, to the extent of funds available therefor. Payments of principal on the Notes are payable by class in the priorities set forth in the Indenture (previously filed by Form 8-K).
The principal balance of the Class A-1 Notes was paid in full on May 17, 1993; the principal balance of the Class A-2 Notes was paid in full on August 16, 1993; the principal balance of the Class A-3 Notes and the Class A-4 Notes were paid in full on November 15, 1993; the principal balance of the Class A-5 Notes was paid in full on February 15, 1995; and the then- unpaid principal balance of the Class A-6 Notes and the Class A-7 Notes will be payable on February 17, 1998. Payment of principal to the Certificateholders in respect of the Certificate Balance was initiated in 1993, subsequent to the full payment of the Class A-1, Class A-2, Class A-3, and Class A-4 Notes. On each Distribution Date, the Certificateholders receive 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 scheduled Distribution Date for the Certificates is February 17, 1998.
II-12
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 (continued)
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
Interest on the outstanding principal amount of the Notes accrues from February 11, 1993 or, from the most recent Payment Date on which interest has been paid to but excluding the following Payment Date. The Class A-1 Notes received interest at the rate of 3.1875% per annum. The Class A-2 Notes received interest at the rate of 3.3125% per annum. The Class A-3 Notes received interest at the rate of 3.4375% per annum. The Class A-4 Notes received a floating rate of interest from February 11 through November 14, 1993 at a weighted average rate of 3.2657%.
The Class A-5 Notes receive a floating rate of interest which is reset for each Payment Date to be equal to LIBOR plus 0.15% The Class A-5 Notes received interest at a weighted average rate of 3.7069% from February 11, 1993 through November 14, 1994.
The Class A-6 Notes bear interest at the rate of 4.90% per annum. The Class A-7 Notes bear interest at the rate of 5.35% per annum. On each Distribution Date, the Owner Trustee distributes pro rata to Certificateholders accrued interest at the pass-through rate of 5.85% per annum on the outstanding Certificate Balance.
NOTE 4. DERIVATIVE FINANCIAL INSTRUMENT AND RISK MANAGEMENT
The Trust was a party to an interest rate cap, which matured in February 1995. The interest rate cap required payments to the Trust from the counterparty in the event the three-month London Interbank Offering Rate (LIBOR) exceeded 10%. These payments would have offset increased interest expense on the Asset-Backed Notes. No payments were received in connection with the derivative in 1994 or 1993.
Credit risk of the instrument was limited to payments due from the counterparty and was mitigated through the use of a financially sound counterparty. If the counterparty had defaulted, the cost, if the positions were replaced at market rates in effect at December 31, 1994 and 1993, would have been $5,000 and $0, respectively. Market risk of the derivative was inherently limited, since market variations offset the underlying Asset-Backed Notes.
The notional amounts of the interest rate cap approximated the outstanding balance in the Class A-5 Notes and was $133.8 million and $1,051.8 million at December 31, 1994 and 1993, respectively.
NOTE 5. 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-13
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME (in millions of dollars)
1994 Quarters Principal Interest Total ------------------------------------ --------- -------- ------- $ $ $
First quarter ..................... 287.0 17.7 304.7
Second quarter ..................... 253.3 14.9 268.2
Third quarter ...................... 217.2 14.3 231.5
Fourth quarter ..................... 192.2 11.6 203.8 --------- -------- ------- Total ......................... 949.7 58.5 1,008.2 ========= ======== =======
1993 Quarters Principal Interest Total ------------------------------------ --------- -------- ------- $ $ $
First quarter ..................... 0.0 1.0 1.0
Second quarter ..................... 523.8 28.8 552.6
Third quarter ...................... 391.3 22.9 414.2
Fourth quarter ..................... 337.0 19.8 356.8 --------- -------- ------- Total ......................... 1,252.1 72.5 1,324.6 ========= ======== =======
II-14
INDEPENDENT AUDITORS' REPORT
March 10, 1995
The Capital Auto Receivables Asset Trust 1993-2, 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 1993-2 as of December 31, 1994 and 1993, and the related Statement of Distributable Income for the year ended December 31, 1994 and the period June 2, 1993 (inception) through December 31, 1993. 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 1993-2 at December 31, 1994 and 1993, and its distributable income and distributions for the year ended December 31, 1994 and the period June 2, 1993 (inception) through December 31, 1993, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP ------------------------ Deloitte & Touche LLP 600 Renaissance Center Detroit, Michigan 48243
II-15
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2
STATEMENT OF ASSETS, LIABILITIES AND EQUITY (in millions of dollars)
December 31, ------------------ 1994 1993 ------- ------- ASSETS $ $
Receivables (Note 2)................................. 662.0 1,423.2 ------- -------
TOTAL ASSETS ........................................ 662.0 1,423.2 ======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes .................................. 617.7 1,364.6
Asset-Backed Certificates (Equity) .................. 44.3 58.6 ------- -------
TOTAL LIABILITIES AND EQUITY......................... 662.0 1,423.2 ======= =======
Reference should be made to the Notes to Financial Statements.
II-16
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 (continued)
STATEMENT OF DISTRIBUTABLE INCOME For the year ended December 31, 1994 and the period June 2, 1993 (inception) through December 31, 1993 (in millions of dollars)
1994 1993 -------- -------- $ $ Distributable Income
Allocable to Principal ...................... 761.2 529.4
Allocable to Interest ...................... 46.0 37.4 -------- -------- Distributable Income .......................... 807.2 566.8 ======== ========
Income Distributed ............................ 807.2 566.8 ======== ========
Reference should be made to the Notes to Financial Statements.
II-17
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 (continued)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF ACCOUNTING
The financial statements of Capital Auto Receivables Asset Trust 1993-2 (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. (CARI) (the "Seller").
NOTE 2. SALE OF NOTES AND CERTIFICATES
On June 2, 1993, Capital Auto Receivables Asset Trust 1993-2 acquired retail finance receivables aggregating approximately $2,009.3 million at a discount of $56.7 million from the Seller in exchange for four classes of Asset-Backed Notes representing indebtedness of the Trust of $750.0 million Class A-1, $100.0 million Class A-2, $641.0 million Class A-3, $403.0 million Class A-4, and $58.6 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, certain monies due or received thereunder, security interests in the vehicles financed thereby and certain other property. Substantially all of the Receivables comprising the Trust property were acquired by GMAC under special incentive rate financing programs. 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.
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS
Payments of interest and principal (including prepayments) on the Notes are 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 June 15, 1993 (each, a "Distribution Date"). Principal of the Notes is payable on each Distribution Date in an amount equal to the sum of the Noteholders' Principal Distributable Amounts for the related Monthly Period to the extent of funds available therefor. Payments of principal on the Notes are payable by class in the priorities set forth in the Indenture (previously filed by Form 8-K). The principal balance of the Class A-1 Notes was paid in full on April 15, 1994; the principal balance of the Class A-2 Notes was paid in full on May 16, 1994; the then-unpaid principal balance of the Class A-3 Notes will be payable on November 15, 1995; and the then-unpaid principal balance of the Class A-4 Notes will be payable on May 15, 1997.
II-18
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 (continued)
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
On each Distribution Date on and after the date on which the Class A-1 and Class A-2 Notes have been paid in full, Certificateholders will receive, 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 scheduled Distribution Date for the Certificates is May 15, 1997.
Interest on the outstanding principal amount of the Notes accrues from June 2, 1993 or, from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date.
The Class A-1 Notes received interest at the rate of 3.35% per annum. The Class A-2 Notes received interest at the rate of 3.71% per annum.
The Class A-3 Notes bear interest at the rate of 4.20% per annum. The Class A-4 Notes bear interest at the rate of 4.70% per annum. On each Distribution Date, the Owner Trustee distributes pro rata to Certificateholders accrued interest at the pass-through rate of 4.70% per annum on the outstanding Certificate Balance.
NOTE 4. FEDERAL INCOME TAX
The Trust is classified as a partnership, 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, has agreed 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-19
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME (in millions of dollars)
1994 Quarters Principal Interest Total ------------------------------------ --------- -------- ------- $ $ $
First quarter ..................... 213.8 14.4 228.2
Second quarter ..................... 200.5 12.5 213.0
Third quarter ...................... 182.5 10.5 193.0
Fourth quarter ..................... 164.4 8.6 173.0 --------- -------- ------- Total ......................... 761.2 46.0 807.2 ========= ======== =======
1993 Quarters Principal Interest Total ------------------------------------ --------- -------- ------- $ $ $
Second quarter ..................... 77.5 2.9 80.4
Third quarter ...................... 227.0 18.3 245.3
Fourth quarter ..................... 224.9 16.2 241.1 --------- -------- ------- Total ......................... 529.4 37.4 566.8 ========= ======== =======
II-20
INDEPENDENT AUDITORS' REPORT
March 10, 1995
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, 1994 and 1993, and the related Statement of Distributable Income for the year ended December 31, 1994 and the period October 21, 1993 (inception) through December 31, 1993. 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, 1994 and 1993, and its distributable income and distributions for the year ended December 31, 1994 and the period October 21, 1993 (inception) through December 31, 1993, on the basis of accounting described in Note 1.
s\ Deloitte & Touche LLP ------------------------ Deloitte & Touche LLP 600 Renaissance Center Detroit, Michigan 48243
II-21
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3
STATEMENT OF ASSETS, LIABILITIES AND EQUITY (in millions of dollars)
December 31, ------------------- 1994 1993 ------- ------- ASSETS $ $
Receivables (Note 2) ................... 1,278.7 2,438.7 ------- -------
TOTAL ASSETS ........................... 1,278.7 2,438.7 ======= =======
LIABILITIES AND EQUITY (Notes 2 and 3)
Asset-Backed Notes ..................... 1,212.4 2,357.3
Asset-Backed Certificates (Equity) ..... 66.3 81.4 ------- -------
TOTAL LIABILITIES AND EQUITY............ 1,278.7 2,438.7 ======= =======
Reference should be made to the Notes to Financial Statements.
II-22
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 (continued)
STATEMENT OF DISTRIBUTABLE INCOME For the year ended December 31, 1994 and the period October 21, 1993 (inception) through December 31, 1993 (in millions of dollars)
1994 1993 -------- -------- $ $ Distributable Income
Allocable to Principal ...................... 1,160.0 66.2
Allocable to Interest ...................... 78.5 5.4 -------- -------- Distributable Income .......................... 1,238.5 71.6 ======== ========
Income Distributed ............................ 1,238.5 71.6 ======== ========
Reference should be made to the Notes to Financial Statements.
II-23
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 (continued)
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. (CARI) (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.
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.
II-24
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 (continued)
NOTES TO FINANCIAL STATEMENTS (concluded)
NOTE 3. PRINCIPAL AND INTEREST PAYMENTS (concluded)
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 balance of the Class A-3 Notes and the Class A-4 Notes were paid in full on April 15, 1994; the then-unpaid principal balance of the Class A-5 Notes will be payable on October 16, 1995; and the then-unpaid principal balance of the Class A-6 Notes will be payable on October 15, 1998. On each Distribution Date on and after the date on which the Class A-2 Notes, 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 scheduled Distribution Date for the Certificates will be October 15, 1998.
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 bear 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-25
CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-3 (concluded)
SUPPLEMENTARY FINANCIAL DATA (unaudited)
SUMMARY OF QUARTERLY DISTRIBUTABLE INCOME (in millions of dollars)
1994 Quarters Principal Interest Total ------------------------------------ --------- -------- ------- $ $ $
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 ========= ======== =======
1993 Quarter Principal Interest Total ------------------------------------ --------- -------- ------- $ $ $
Fourth quarter ..................... 66.2 5.4 71.6 ========= ======== =======
II-26
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 1992-1 Financial Statements for the Year Ended December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-1 Financial Statements for the Year Ended December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-2 Financial Statements for the Year Ended December 31, 1994.
-- Capital Auto Receivables Asset Trust 1993-3 Financial Statements for the Year Ended December 31, 1994.
27. Financial Data Schedule (for SEC electronic filing purposes only).
(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, 1994.
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 1992-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-1 CAPITAL AUTO RECEIVABLES ASSET TRUST 1993-2 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\ Louis Bodi --------------------------------- (Louis Bodi, Assistant Vice President)
Date: March 29, 1995 --------------
IV-2


ITEM 1 - BUSINESS
General
American Business Products was incorporated under the laws of Delaware in December 1967 to acquire the stock of Curtis 1000 Inc., a producer of envelopes and forms which has operated since 1882. Hereinafter, American Business Products, Inc. and its subsidiaries are collectively referred to as the "Company." In April 1986, the Company was reincorporated under the laws of Georgia. The Company is one of the nation's leading producers of printed business supplies, principally envelope products, custom business forms, and custom labels. Additionally, the Company manufactures and distributes books for the publishing industry and also is engaged in specialty extrusion coating and laminating of papers, films, and nonwoven fabrics for packaging.
Business Segments
The Company's product line is composed of three business segments: business supplies printing, book manufacturing, and specialty extrusion coating and laminating.
Business supplies printing consists principally of the manufacture of a wide variety of specialty mailers, envelopes, labels and lightweight packaging; the printing and production of business forms; and other related products and services including digital imaging or on-demand printing of various documents and materials for businesses. The manufacture and distribution of customized specialty labels is a rapidly growing part of this segment. The company produces a complete line of standard and special types and sizes of commercial mailing products including specialty mailers utilizing multi-part forms and envelopes. Business forms products and services include customized continuous forms for computers and word processors, custom cutsheet and roll laser paper for laser printers, the imprinting of variable, customized data on forms, electronic forms, and the management of forms inventories for customers. Business supplies printing accounted for 76% of the Company's sales in 1994, 74% in 1993, and 74% in 1992.
Book manufacturing consists of the printing and binding of both hard cover and soft cover books for the publishing industry. In addition, the Company provides storage and order fulfillment services by shipping orders to publishers' customers from two large distribution centers. This business segment accounted for 9% of the Company's sales in 1994, 9% in 1993, and 9% in 1992.
Specialty extrusion coating and laminating consists of applying plastic coatings in varying degrees of thickness to rolls of paper, film or fabric. The Company also prints and metalizes certain of these products for customers. The materials produced by this segment are used primarily for packaging consumer products such as individual servings of sugar, salt and pepper, sugar substitutes, and candy and ice cream bars, as well as medical and pharmaceutical products. These materials also are used for composite can liners and release liner papers for pressure sensitive products such as labels. This business segment accounted for 15% of the Company's sales in 1994, 17% in 1993, and 17% of sales in 1992.
Financial information regarding the Company's three business segments is presented in the Notes to Consolidated Financial Statements under the heading "Business Segment Information" on page 24 of the Company's 1994 Annual Report, which information is incorporated herein by reference. Portions of the 1994 Annual Report are filed as Exhibit 13 to this Annual Report on Form 10-K.
Production
Substantially all of the Company's products are manufactured by wholly owned subsidiaries of the Company in 36 manufacturing facilities located throughout the United States. (See "Item 2

ITEM 2 - PROPERTIES
The Company's executive offices are located in approximately 21,400 square feet of space at 2100 RiverEdge Parkway, Suite 1200, Atlanta, Georgia 30328. The offices are leased from an unaffiliated party under a lease expiring on January 26, 2003.
The principal properties of the Company include production facilities, administrative/sales offices and warehouses. The Company operates 36 production facilities throughout the United States encompassing approximately 1,924,000 square feet. The Company owns 29 of these facilities while 7 are leased facilities. In addition, the Company and a European joint venture/partner operate production facilities which are owned or leased by the joint venture in Germany, Poland, England, and Luxembourg. The facilities in Germany and Poland are owned by the joint venture, and the facilities in England and Luxembourg are leased.
The Company leases 50 administrative/sales offices and 10 warehouses, all of which are located in the United States. All of the Company's production facilities, administrative/sales offices and warehouses are used in the Company's business supplies printing business except for three of such facilities which are used in the Company's book manufacturing business and one which is used in the extrusion coating and laminating business.
Certain properties owned by the Company are held subject to mortgages. See the information set forth under the heading "Long Term Debt" in the Notes to Consolidated Financial Statements on page 20 in the Company's 1994 Annual Report, which information is incorporated herein by reference.
The Company believes that all of its properties and equipment are in good condition, adequately utilized and suitable for the purposes for which they are being used.
ITEM 3

ITEM 3 - LEGAL PROCEEDINGS
As of March 20, 1995, there were no material pending legal proceedings, other than routine litigation incidental to the business, to which the Company was a party or of which any of it's properties were the subject, and none are expected by management to materially effect the Company's financial position and results of operations.
ITEM 4

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the shareholders of the Company during the fourth quarter of 1994.
ITEM 4 (A) - EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is information as of March 20, 1995 regarding the executive officers of the Company:
THOMAS R. CARMODY, 61 has been Chairman of the Board of Directors of the Company since April 1994 and Chief Executive Officer of the Company since 1988. He previously served as President of the Company from 1985 until April 1994, as Executive Vice President of the Company from 1982 until 1985 and as Chief Operating Office of the Company from 1982 until 1988. He has been a director of the Company since 1983 and has served with the Company or Curtis 1000 Inc., a wholly-owned subsidiary of the Company, for over 39 years.
WILLIAM C. DOWNER, 58, has served as Vice President-Finance and Chief Financial and Accounting Officer of the Company since August 1982. He has served with the Company or Curtis 1000 Inc., a wholly-owned subsidiary of the Company, for over 27 years.
DAWN M. GRAY, 50, has served as Secretary of the Company since July 1989. She served as Assistant Secretary from October 1976 to June 1989. She has served with the Company or Curtis 1000 Inc., a wholly-owned subsidiary of the Company, for over 28 years.
ROBERT W. GUNDECK, 52, has been President of the Company since April 1994 and Chief Operating Officer of the Company since 1993. He previously served as Executive Vice President of the Company from 1993 until April 1994 and as Vice President - Corporate Development of the Company from 1990 until 1993. From 1988 until 1990 Mr. Gundeck was Director of Acquisitions and Corporate Development of the Company. He has been a director of the Company since 1993, and he has served with the Company for over 7 years.
RICHARD A. LEFEBER, 59, has served as Vice President-Administration of the Company since January 1980. He served as Secretary of the Company from August 1982 to June 1989. He has served with the Company or Curtis 1000 Inc., a wholly-owned subsidiary of the Company, for over 37 years.
The Board of Directors elects officers annually in April for one year terms or until their successors are elected and qualified. Officers are subject to removal by the Board of Directors at any time.
PART II
ITEM 5

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information relating to the market for, holders of and dividends paid on the Company's Common Stock is set forth under the captions "Quarterly Data 1994," "Quarterly Data 1993," "Stock Exchange Listing," and "Shareholders of Record," on pages 14, 15 and 30 of the Company's 1994 Annual Report, which information is incorporated herein by reference.
ITEM 6

ITEM 6 - SELECTED FINANCIAL DATA
Selected consolidated financial data for the Company for each year of the eleven year period ended December 31, 1994 is set forth under the caption "Eleven Year Financial Review" on pages 14 and 15 in the Company's 1994 Annual Report, which information is incorporated herein by reference.
ITEM 7

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A discussion of the Company's financial condition and results of operations at and for the dates and periods covered by the consolidated financial statements set forth in the Company's 1994 Annual Report is set forth under the caption "Management's Discussion and Analysis" on pages 25 through 27 of the Company's 1994 Annual Report. Such discussion is incorporated herein by reference.
ITEM 8

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following Consolidated Financial Statements of the Company and its subsidiaries, together with the Independent Auditors' Report, which are set forth on pages 16 through 24 in the Company's 1994 Annual Report, are incorporated herein by reference:
Consolidated Statements of Income for each of the three years in the period ended December 31, 1994
Consolidated Balance Sheets as of December 31, 1994 and 1993
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1994
Notes to Consolidated Financial Statements
The supplementary consolidated financial information regarding the Company which is required by Item 302 of Regulation S-K is set forth under the caption "Quarterly Data 1994" on page 14 and "Quarterly Data 1993" on page 15 of the Company's 1994 Annual Report. Such information is incorporated herein by reference.
ITEM 9

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There has been no change of or disagreements with independent accountants by the Company in the past two fiscal years or subsequently.
PART III
ITEM 10

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to the directors of the Company is set forth in "Proposal 1 - Election of Directors" under the captions "Nominees," "Information Regarding Nominees and Directors" and "Meetings and Committees of the Board of Directors" in the Company's definitive Proxy Statement for its 1995 Annual Meeting of Shareholders to be held on April 26, 1995 (the "Proxy Statement"). Such information is incorporated herein by reference. Pursuant to Instruction 3 of Item 401(b) of Regulation S-K and General Instruction G(3) of Form 10-K, information relating to the executive officers of the Company is set forth in Part I, Item 4(A) of this Report under the caption "Executive Officers of the Registrant." Information regarding compliance by directors and executive officers of the Company and owners of more than ten percent of the Company's Common Stock with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, is set forth in the Proxy Statement under the caption "Compliance with Section 16(a) of the Securities Exchange Act of 1934." Such information is incorporated herein by reference.
ITEM 11

ITEM 11 - EXECUTIVE COMPENSATION
Information relating to compensation of the executive officers and directors of the Company is set forth in "Proposal 1 - Election of Directors" under the caption "Director Compensation" and in "Executive Compensation" in the Proxy Statement. Such information is incorporated herein by reference.
ITEM 12

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding ownership of the Company's $2.00 par value Common Stock by certain persons is set forth in "Voting" under the caption "Principal Shareholders" and in "Proposal 1 - Election of Directors" under the caption "Information Regarding Nominees and Directors" and under the caption "Executive Compensation" in the Proxy Statement. Such information is incorporated herein by reference.
ITEM 13

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTION
The Company is aware of no relationships or transactions between the Company and affiliates of the Company which are required to be reported under this Item 13.
PART IV
ITEM 14

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
1. Financial Statements
The Consolidated Financial Statements and the Independent Auditors' Report thereon which are required to be filed as part of this Report are included in the Company's 1994 Annual Report and are set forth in and incorporated by reference in Part II, Item 8 hereof. These Consolidated Financial Statements are as follows:
Consolidated Statements of Income for each of the three years in the period ended December 31, 1994
Consolidated Balance Sheets as of December 31, 1994 and 1993
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1994
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The financial statement schedule filed as part of this Report pursuant to Article 12 of Regulation S-X and the Independent Auditors' Report in connection therewith are contained in the Index of Financial Statement Schedule on page S-1 of this Report. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because such schedules are not required under the related instructions or are inapplicable or because the information required is included in the Consolidated Financial Statements or notes thereto.
3. Exhibits
The exhibits required to be filed as part of this Report are set forth in the Index of Exhibits on page E-1 of this Report.
(b) Reports on Form 8-K:
No current reports on Form 8-K were filed by the Registrant during the last quarter of the period covered by this report.
(c) The exhibits required to be filed as part of this Report are set forth in the Index of Exhibits on page E-1 of this report
(d) The financial statement schedules required to be filed as part of this Report are set forth in the Index of Financial Statement Schedules on page S-1 of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AMERICAN BUSINESS PRODUCTS, INC.
BY: /S/ Thomas R. Carmody ------------------------------------- Thomas R. Carmody Director, Chairman of the Board and Chief Executive Officer
DATE: March 20, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
AMERICAN BUSINESS PRODUCTS, INC.
INDEX OF FINANCIAL STATEMENT SCHEDULES
S-1
INDEPENDENT AUDITORS' REPORT
American Business Products, Inc.:
We have audited the consolidated financial statements of American Business Products, Inc. and subsidiaries as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, and have issued our report thereon dated February 24, 1995; such financial statements and report are included in your 1994 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedule of American Business Products, Inc. and subsidiaries listed in Item 14. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/S/ DELOITTE & TOUCHE LLP - ------------------------- DELOITTE & TOUCHE LLP
Atlanta, Georgia February 24, 1995
SCHEDULE VIII
AMERICAN BUSINESS PRODUCTS, INC. AND SUBSIDIARIES VALUATION RESERVES (IN THOUSANDS)
(1) Reserve assumed from Discount Labels, Inc. on September 1, 1993. (2) Deductions represent uncollectible accounts charged off, less recoveries.
S-3
AMERICAN BUSINESS PRODUCTS, INC. INDEX OF EXHIBITS
Where an exhibit is filed by incorporation by reference to a previously filed registration statement or report, such registration statement or report is identified in parentheses.
E-1
(h) Form of 1993 Directors Stock Incentive Plan.
10.2 Agreement for the Purchase of Stock dated as of September 21, 1990 by and among the Company, Edward C. Leavy, Edward C. Leavy, Executor under the will of Jean L. Leavy, and James B. Kauffman relating to the purchase of Jen-Coat, Inc. (Exhibit 2, Current Report on Form 8-K, dated October 1, 1990).
10.3 (a) Stock Purchase Agreement dated September 1, 1993 among the Company, Home Safety Equipment Co., Inc., and William Frederick Conway, Sr., Betty Conway, Allen C. Conway, Winifred Conway Arledge, William Frederick Conway, Jr., Winifred B. Arledge, QSST Trust #1, Winifred B. Arledge, QSST Trust #2, Allen C. Conway, QSST Trust #1, Allen C. Conway, QSST Trust #2, Allen C. Conway, QSST Trust #3, and William Frederick Conway, Jr., QSST Trust #1, William Frederick Conway, Jr., QSST Trust #2 (Exhibit 2, Current Report on Form 8-K dated September 13, 1993).
(b) Non-Competition Agreement dated as of August 10, 1993 by and among William Frederick Conway, Sr., Betty Conway, Allen C. Conway, Winifred Conway Arledge, Sol A. Arledge, and William Frederick Conway, Jr. and the Company (Exhibit 99.1, Current Report on Form 8-K, dated September 13, 1993).
13 Pages 14 through 27, and page 30 of the Company's 1994 Annual Report which are incorporated herein by reference.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.
24 Power of Attorney.
E-2