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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 June 30, 2002
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 333-75072
SECURITISATION ADVISORY SERVICES PTY. LIMITED
in its capacity as manager of the Series 2002-1G Medallion Trust
ABN 88 064 133 946
(Exact name of Registrant as specified in its charter)
Australian Capital Territory, Commonwealth of Australia
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(State or Other Jurisdiction of Incorporation)
Level 6, 48 Martin Place, Sydney, 2000 Australia
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(Address of principal executive offices)
I.R.S. Employment identification No.
- -------------------------------------
Not applicable.
Registrant's telephone, including area code:
(011) 612-9378-5293
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
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 | |
The information required for some items in Form 10-K is "not applicable" to the
Trust or the Trust 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 the numerous no-action
letters issued by the Commission's staff with respect to substantially similar
certificates and trusts that filed annual reports on Form 10-K.
TABLE OF CONTENTS
PART I
Item 1. Business.............................................................1
Item 2. Property.............................................................1
Item 3. Legal Proceedings....................................................1
Item 4. Submission of Matters to a Vote of Security Holders..................1
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters................................................1
Item 6. Selected Financial Data..............................................2
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation...............................................2
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...........2
Item 8. Financial Statements and Supplementary Data..........................4
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure...............................................4
PART III
Item 10. Directors and Executive Officers of the Registrant...................4
Item 11. Executive Compensation...............................................4
Item 12. Security Ownership of Certain Beneficial Owners and Management.......4
Item 13. Certain Relationships and Related Transactions.......................4
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K......5
ii
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Series 2002-1G Medallion
Trust (the "Trust") and the Class A-1 Mortgage Backed Floating Rate Notes (the
"Class A-1 Notes") issued pursuant to the US Dollar Note Trust Deed dated as of
February 14, 2002 (the "US Dollar Note Trust Deed"), between Perpetual Trustee
Company Limited, as issuer trustee (the "Issuer Trustee"); Securitisation
Advisory Services Pty. Limited, as manager (the "Manager"); and The Bank of New
York, New York Branch as US Dollar note trustee (the "US Dollar 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 Class A-1 Notes.
The only business of the Trust is the collection and distribution of
payments on the residential mortgage loans in the manner described in the
Registration Statement on Form S-3 (File No. 333-75072) (the "Registration
Statement"). Accordingly, there is no relevant information to report in response
to Item 101 of Regulation S-K.
ITEM 2. PROPERTY
The Registrant and the Trust do not have any physical properties.
Information regarding the mortgage loans is furnished under Item 14 - Exhibit
99.1.
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 June 30, 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.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Class A-1 Notes are not traded on any nationally recognized exchange in
the United States or any other securities exchange outside the United States.
The Notes are currently represented by certificates registered in the name
of Cede & Co., the nominee of The Depository Trust Company. Accordingly, Cede &
Co. is the sole holder of record of the Notes, which it held on behalf of
approximately 26 brokers, dealers, banks and other direct participants in the
DTC system.
1
Since the Trust pays no dividends with respect to the Class A-1 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, as well as cumulatively, all of the relevant
financial information required by the US Dollar Note Trust Deed to be reported
to Noteholders.
The quarterly servicing report for the Distribution date in April 2002 for
the fiscal year ended June 30, 2002 is incorporated herein 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.
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 would be 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 Class A-1 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 "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 ("Swap Currency
Exchange"), at the direction of the Issuer Trustee, U.S. dollars to the
Noteholders, (the "Currency Swap"). It is possible that in the future Australia
may impose exchange controls that affect the availability of Australian dollar
payments for making payments under the Currency Swap. The holders of the Class
A-1 Notes 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-1 Interest Amount on a Distribution
Date, the Currency Swap Provider will not be required to make the corresponding
US$ payment to the Principal Paying Agent and,
2
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 Class A-1 Notes.
Under temporary Australian foreign exchange controls, which may change in the
future, payments by an Australian resident to, by order of or on behalf of the
following payees may only be made with Reserve Bank of Australia approval:
o any of the following:
o the embassy or consulate general of the Federal Republic of
Yugoslavia (Serbia and Montenegro) (in respect of any amount
in excess of $100,000);
o the Narodna Banka Jugoslavije (including Banque Nationale de
Yugoslavie) (in respect of any amount in excess of
$100,000);or
o 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 24
October 2001;
o the National Union for the Total Independence of Angola (UNITA
or senior officials, or 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 Foreign
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 and 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, Osama bin
Laden and other persons and entities connected with them). Such restrictions may
change in the future.
Currency Exchange Rate Risk
Interest and principal on the Class A-1 Notes is payable in U.S. dollars,
and the Trust's primary source for funding its payments on the Class A-1 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 Class A-1 Notes,
even though the delinquency and loss experienced on the mortgage loans may be
acceptable.
3
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 Class A-1 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 servicing compensation, other amounts
due on the redraw bonds, if any, the amounts due 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
Since the Trust will not have directors or executive officers, this item is
not applicable.
ITEM 11. EXECUTIVE COMPENSATION
Since the Trust will not have directors or executive officers, this item is
not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of the Class A-1 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 Class A-1 Notes,
such Class A-1 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 the Trust, nor in 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 US Dollar Note Trust Deed and Series Supplement.
4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) and (2):
Incorporated herein as Exhibit 99.1 are the aggregate totals of the
quarterly servicing reports to the Trust for the fiscal year ended June 30,
2002. A copy of the Officer's Certificate of Compliance is attached hereto as
Exhibit No. 99.2. A Custodial Services Audit Report is not included due to the
first audit date being due post September 2002.
(a) (3) EXHIBITS:
Designation Description Method of Filing
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Exhibit 99.1 Aggregate Totals for the Fiscal Year 99.1
Exhibit 99.2 The Manager Officer's Certificate of Compliance 99.2
(b) On April 30, 2002 a report on Form 8-K was filed by the Registrant in
order to provide the statements for quarterly distributions to the Noteholders.
No other reports on Form 8-K have been filed during the last fiscal year covered
by this Report.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant certifies that it meets all of the
requirements for this report to be signed by on its behalf by the undersigned,
thereunto duly authorized.
SECURITISATION ADVISORY
SERVICES PTY. LIMITED
/s/ Timothy See
--------------------------------------------
Name: Timothy See
Date: October 15, 2002 Title: Authorised Officer
6
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 dates indicated.
/s/ Garry Lynton Mackrell
--------------------------------------------
Name: Garry Lynton Mackrell
Title: Principal Executive Officer
Date: October 15, 2002
/s/ Geoffrey Michael Steel
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Name: Geoffrey Michael Steel
Title: Principal Financial Officer
Date: October 15, 2002
/s/ Geoffrey Michael Steel
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Name: Geoffrey Michael Steel
Title: Principal Accounting Officer
Date: October 15, 2002
/s/ Garry Lynton Mackrell
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Name: Garry Lynton Mackrell
Title: Director
Date: October 15, 2002
/s/ Geoffrey Michael Steel
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Name: Geoffrey Michael Steel
Title: Director
Date: October 15, 2002
/s/ Craig Anthony Carland
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Name: Craig Anthony Carland
Title: Director
Date: October 15, 2002
7
SERIES 2002-1G MEDALLION TRUST
Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of
2002
I, Geoffrey Michael Steel, the Principal Financial Officer of Securitisation
Advisory Services Pty. Limited certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing quarterly servicing reports filed in respect of
periods included in the year covered by this annual report, of
Securitisation Advisory Services Pty. Limited (the Trust Manager and
Registrant);
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made,
not misleading as of the last day of the period covered by this annual
report; and
3. Based on my knowledge, the Noteholder information required to be
provided to the Manager by the Servicer under the transaction
documents is included in these reports.
Date: October 15, 2002
/s/ Geoffrey Michael Steel
------------------------------------
Name: Geoffrey Michael Steel
Title: Principal Financial Officer
8
INDEX TO EXHIBITS
Exhibit No. Document Description
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99.1 Aggregate Totals for the Fiscal Year
99.2 The Manager Officer's Certificate of Compliance
9