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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 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal period ended March 31, 2002
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 333-67218
Macquarie Securitisation Limited
in its capacity as manager of the PUMA Global Trust No. 1
ABN 16 003 297 336
(Exact name of Registrant as specified in its charter)
New South Wales, Australia
(State or Other Jurisdiction of Incorporation)
Level 23, 20 Bond Street, Sydney, NSW 2000, Australia
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities required to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
US$1,200,000,000 Class A and Class B Mortgage Backed Floating Rate Notes
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the last 90 days.
Yes |X| No | |
Indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17 | | Item 18 | | Incorporated by Reference to filings on Form 8K |X|
TABLE OF CONTENTS
Part I
Business......................................................................1
Property......................................................................1
Legal Proceedings.............................................................1
Submission of Matters to a Vote of Security Holders...........................1
Part II
Market for Registrant's Common Equity.........................................2
Selected Financial Data.......................................................2
Management's Discussion and Analysis of Financial
Conditions and Results of Operations........................................2
Quantitative and Qualitative Disclosures About Market Risk....................2
Financial Statements and Supplementary Data...................................4
Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.........................................4
Part III
Directors and Officers of the Registrant......................................4
Executive Compensation........................................................4
Security Ownership of Certain Beneficial Owners and Management................4
Certain Relationships and Related Transactions ...............................5
Part IV
Financial Statements and Exhibits.............................................5
Signatures....................................................................6
Index of Exhibits.............................................................7
Exhibits
Exhibit 99.1: Aggregate Totals for the Fiscal Year............................8
Exhibit 99.2: The Manager Officer's Certificate of Compliance.................9
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PART I
INTRODUCTORY NOTE
The information required for some items in Form 10-K is "not
applicable" to the Trust or the Manager. As used in this Annual Report
filed on Form 10-K, "not applicable" or "Not Applicable" means that the
response to the referenced item is omitted in reliance on the procedures
outlined in numerous no-action letters issued by the Commission's Staff
with respect to substantially similar certificates and trusts that file
annual reports on Form 10-K.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Manager incorporates by reference its periodic filings of Form
8-K, which contain all financial information relating to the Trust relevant
to the holders of the US$ Notes (the "Noteholders"), pursuant to General
Instruction G for Form 10-K and Rule 12b-23 promulgated under the
Securities Exchange Act of 1934.
Item 1. BUSINESS
This Annual Report on Form 10-K relates to the PUMA Global Trust
No. 1 (the "Trust") and the Class A and Class B Mortgage Backed Floating
Rate Notes (the "US$ Notes") issued pursuant to the Note Trust Deed dated
as of September 25, 2001 (the "Trust Deed"), between Perpetual Trustees
Australia Limited, as issuer trustee (the "Issuer Trustee"); Macquarie
Securitisation Limited, as manager (the "Manager"); and The Bank of New
York, New York Branch as note trustee (the "Note Trustee"). Capitalized terms
used in this Form 10-K and not defined have the same meanings given to them in
the Prospectus related to the US$ Notes.
Item 2. PROPERTY
The Registrant and the Trust do not have any physical properties.
Accordingly, this item is not applicable.
Item 3. LEGAL PROCEEDINGS
The Manager knows of no material legal proceedings involving any
of the Trust, the Manager or the Issuer Trustee which were pending as of
March 31, 2002, or as of the date of this report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No votes or consents of Noteholders were solicited during the
fiscal year for any purpose.
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PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The US$ Notes are not traded on any nationally recognized exchange
in the United States or any other securities exchange outside the United
States.
Since the Trust pays no dividends with respect to the US$ Notes,
the information required by Item 201(c) of Regulation S-K regarding
dividends is inapplicable to the Trust. See Exhibit 99.1 for information
with respect to distributions to Noteholders.
Item 6. SELECTED FINANCIAL DATA
The regular quarterly servicing report, which is required to be
included with each quarterly distribution of the Trust's assets to
Noteholders, sets forth for the prior quarter all of the relevant financial
information required by the Trust Deed to be reported to Noteholders.
The quarterly servicing reports for the Payment Dates in December
2001 and March 2002 are incorporated herein by reference and aggregate
totals for fiscal year ended March 31, 2002, which includes totals through
the cut-off date for the last quarterly payment date before the end of the
fiscal year, are attached to this report as Exhibit 99.1.
The foregoing presents all relevant financial information relating
to the Trust. Because of the limited business activity of the Trust, the
Selected Financial Data in Item 301 of Regulation S-K would not provide any
meaningful additional information.
No annual report was prepared for period from the formation of the
Trust on September 7, 2001 to the end of its fiscal year on September 30,
2001 because of the short length of this period. In future years, the
Registrant will attach an annual report for the fiscal year of the Trust
ending September 30 of the previous calendar year.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Because of the limited business activity of the Trust, the
presentation of Management's Discussion and Analysis of Financial Condition
and Results of Operations, as otherwise required by Item 303 of Regulation
S-K, would not be meaningful. All relevant information is contained in the
quarterly servicing reports (filed under Current Reports on Form 8-K) as
described above.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Currency Exchange Control Risk
Interest and principal payments to holders of US$ Notes are paid
in United States dollars ("U.S. dollars"). However, payments on the housing
loans are received by the Issuer Trustee in Australian dollars, in
Australia (the "collections"). Pursuant to certain swap agreements, the Issuer
Trustee is required to pay a portion of the collections to a certain swap
counterparty (the "Currency Swap Provider"), who in turn pays U.S. dollars to
the Issuer Trustee (the "Currency Swaps"). The Currency swaps are designed
such that the Issuer Trustee will fulfill its obligation under each Currency
2
Swap by making payments to the Currency Swap Provider in Australian dollars
at its branch office in Australia. Despite this attempt to minimize
exchange control risk, it is possible that in the future the Australian
government may impose exchange limitations or the applicable regulators may
take certain positions that affect the ability of the Issuer Trustee to
exchange collections made in Australian dollars for U.S. dollars for
payments to the Noteholders. The Noteholders will bear the risk of the
imposition of foreign exchange controls by the Australian government that
impact upon the Issuer Trustee's ability to exchange the collections for
U.S. dollars. The Issuer Trustee has no control over such risk, which will
generally be affected by economic and political events in Australia. If the
Issuer Trustee does not have sufficient funds to pay the Currency Swap
Provider the A$ Class A Interest Amount on a Quarterly Payment Date, the
Currency Swap Provider will not be required to make the corresponding US$
payment to the Principal Paying Agent and, after the applicable grace
period, the Currency Swap Provider may terminate the Currency Swaps. In
such event, it is unlikely that the Trust would have sufficient U.S.
dollars to make the payments due on the US$ Notes.
Under temporary Australian foreign exchange controls, which may
change in the future, payments by an Australian resident to or on behalf of
the following payees may only be made with Reserve Bank of Australia
approval:
- the Government of Iraq, its agencies or nationals, including
bodies corporate within its territories;
- the Government of Libya, a public authority of Libya, an
undertaking owned or controlled by the said Government or any such public
authority, or any person acting on behalf of the said Government, public
authority or undertaking;
- the Embassy or Consulate-General of the Federal Republic of
Yugoslavia (Serbia and Montenegro) (in respect of any amount in excess
of $100,000);
- the Narodna Banka Jugoslavije (including Banque Nationale de
Yugoslavie) (in respect of any amount in excess of $100,000); or
- certain other persons and entities listed in instruments issued
under the Australian Banking (Foreign Exchange) Regulations and published
on behalf of the Reserve Bank of Australia in the Commonwealth of Australia
Gazette on October 24, 2001;
- the Afghan faction known as the Taliban or any undertaking owned or
controlled, directly or indirectly by the Taliban;
- Usama bin Laden;
- the Al-Qaida organization; or
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- certain other persons and entities listed in instruments issued
under the Australian Banking (Foreign Exchange) Regulations and published
on behalf of the Reserve Bank of Australia in the Commonwealth of Australia
Gazettes on October 5, 2001, October 18, 2001 and November 19, 2001; or
- the National Union for the Total Independence of Angola whether to
UNITA as an organization, to senior officials of UNITA or to adult members
of the immediate families of the senior officials of UNITA.
Additionally, under the Australian Charter of United Nations
Anti-Terrorism Measures) Regulations 2001 the approval of the Australian
Minister for Foregin Affairs, or a person authorised by the Minister, is
required with respect to certain payments and actions in relation to an asset
prescribed under, or which is owned or controlled directly or indirectly by
a person or entity prescribed under, those Regulations or is an asset derived
or generated from such assets (prescribed persons presently include, amongst
others, the Taliban, Usama bin Laden and other persons and entities connected
with them).
Currency Exchange Rate Risk
Interest and principal on the US$ Notes is payable in U.S.
dollars, and the Trust's primary source for funding its payments on the US$
Notes is its collections on the Mortgage loans, which will be collected in
Australian dollars. If the Currency Swap Provider were to fail to perform
under the Currency Swap or were to be discharged from such performance
because of a default thereunder by the Trust, the Trust might have to
exchange its Australian dollars for U.S. dollars at an exchange rate that
is currently less favorable to the Trust than when the Currency Swap was
entered into and might therefore not have sufficient U.S. dollars to make
timely payments on the US$ Notes, even though the delinquency and loss
experienced on the mortgage loans may be acceptable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
As discussed above, furnishing the financial information required
by Item 8 of Form 10-K would not add any relevant information to that
provided by the foregoing statements. Because the US$ Notes are essentially
"pass-through" securities, the Trust will have "income" only in the limited
sense of collecting payments on the residential mortgage loans. The only
material items of "expense" for the Trust will be the amounts paid as
interest on the Class A and Class B Notes, the amounts paid as trust
management and servicing compensation, other amounts due on the A$ Redraw
Notes and the A$ Subordinated Notes, if any, the amounts due to the redraw
facility provider, and potentially certain payments relating to any other
credit enhancement facilities. The quarterly servicing reports (filed under
Current Reports on Form 8-K) provide all material information regarding the
amounts of the "income" and "expenses" of the Trust.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not Applicable.
Item 11. EXECUTIVE COMPENSATION
Not Applicable.
4
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of the US$ Noteholders maintained their security positions
with the Depository Trust Company. While some of the Noteholders' security
positions in the Trust may exceed 5% of the outstanding amount of the US$
Notes, such US$ Notes do not constitute voting securities within the
meaning of Item 403 of Regulation S-K.
None of the officers or directors of the Registrant owns a
beneficial interest in either of the Trust or the Registrant.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant received Manager's Fee payments from the Trust in
accordance with the terms of the Trust Deed and sub-fund notice.
The Registrant, in its capacity and income and capital unitholder, may be
entitled to some distributions from the Trust in accordance with the
sub-fund notice.
Macquarie Bank Limited ("MBL") owns 100% of the Registrant. In its
capacity as redraw facility provider, MBL is entitled to certain fees and
interest payments from the Trust in accordance with the redraw facility
agreement and sub-fund notice. In its capacity as income and capital unit
holder, MBL may be entitled to some distributions from the Trust in
accordance with the sub-fund notice.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) and (2):
The quarterly servicing reports for the Payment Dates in December
2001 and March 2002 are incorporated herein by reference and aggregate
totals for fiscal year 2001 is incorporated herein as Exhibit 99.1. A copy
of the Officer's Certificate of Compliance is attached hereto and are
incorporated herein as Exhibit No. 99.2.
(a) (3) EXHIBITS:
Designation Description Method of Filing
- ----------- ----------- ----------------
Exhibit 99.1 Aggregate Totals for the Fiscal Year 99.1
Exhibit 99.2 Officer's Certificate of Compliance 99.2
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant certifies that it meets all of the
requirements for filing on Form 10-K and has duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
MACQUARIE SECURITISATION LIMITED
By: /s/ Philip J. Richards
------------------------------------
Name: Philip J. Richards
Title: Director
Date: June 27, 2002
6
INDEX TO EXHIBITS
Exhibit No. Document Description
- ---------- --------------------
99.1 Aggregate Totals for the Fiscal Year
99.2 The Manager Officer's Certificate of Compliance
7