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 year ended June 30, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 333-113492-01
ME PORTFOLIO MANAGEMENT LIMITED
(A.B.N. 79 005 964 134)
as Manager of the SMHL Global Fund No. 6
(Exact name of Registrant as specified in its charter)
Victoria, Australia
(Jurisdiction of incorporation or organization)
Not applicable
(I.R.S. Employer Identification No.)
Level 23, 360 Collins Street, Melbourne, VIC, 3000, Australia
(Address of principal executive offices)
613 9605 6000
(Registrant's Telephone Number, Including Area Code)
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 |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
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
securities and trusts that file annual reports on Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
The Manager incorporates by reference its Noteholders Reports, filed as periodic
filings on Form 8-K, which contain all financial information related to the
Trust relevant to the holders of the Notes (the "Noteholders"), pursuant to rule
12b-23 promulgated under the Securities Exchange Act of 1934.
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TABLE OF CONTENTS
PART 1............................................................................................................4
ITEM 1. BUSINESS..................................................................................................4
ITEM 2. PROPERTIES................................................................................................4
ITEM 3. LEGAL PROCEEDINGS.........................................................................................4
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS......................................................4
PART II...........................................................................................................4
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, REALTED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES................................................................................................4
ITEM 6. SELECTED FINANCIAL DATA...................................................................................4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION......................5
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...............................................5
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............................................................6
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE......................6
ITEM 9A. CONTROLS AND PROCEDURES..................................................................................6
PART III..........................................................................................................6
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......................................................6
ITEM 11. EXECUTIVE COMPENSATION...................................................................................6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...........................................6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........................................................7
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES...................................................................7
PART IV...........................................................................................................7
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.........................................7
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PART 1
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the SMHL Global Fund No. 6 (the
"Trust") and the Class A Mortgage Backed Floating Rate Notes (the "Notes")
issued pursuant to the Note Trust Deed dated as of April 5, 2004 (the "Note
Trust Deed"), between Perpetual Trustees Australia Limited, as issuer trustee
(the "Issuer Trustee"); ME Portfolio Management Limited (the "Manager"), as
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 relating to the Notes.
ITEM 2. PROPERTIES
The property of the Trust primarily consists of residential mortgage loans.
Information concerning such property can be found in the quarterly Noteholders
Reports issued in respect of the Trust. No such Noteholders Reports were issued
in the fiscal year ended June 30, 2004.
ITEM 3. LEGAL PROCEEDINGS
The Manager knows of no material legal proceedings involving any of the Trust,
the Manager, the Servicer or the Issuer Trustee.
ITEM 4. SUBMISSIONS 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, REALTED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Notes are not traded on any nationally recognized exchange in the United
States.
Since the Trust pays no dividends with respect to the Notes, the information
required by Item 201 of Regulation S-K regarding dividends is inapplicable to
the Trust.
ITEM 6. SELECTED FINANCIAL DATA
The regular quarterly Noteholders Report for the Trust, 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.
No such Noteholders Reports were issued in the fiscal year ended June 30, 2004.
Because of the limited business activity of the Trust, the Selected Financial
Data specified in Item 301 of Regulation S-K would not provide any meaningful
additional information.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
Because of the limited business activity of the Trust, the presentation of
Management's Discussion and Analysis of Financial Condition and Result of
Operation, as otherwise required by Item 303 of Regulation S-K, would not be
meaningful. All relevant information is contained in Noteholders Reports as
described above.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CURRENCY EXCHANGE CONTROL RISK
Interest and principal payments to holders of the Notes are paid in United
States dollars ("U.S. dollars"). However payments on the mortgage loans (the
"Collections") are received by the Issuer Trustee, in Australian dollars, in
Australia. Pursuant to a swap agreement ("Currency Swap") the Issuer Trustee is
required to pay a portion of the Collections to the swap provider (the "Currency
Swap Provider") who in turn pays ("Swap Currency Exchange"), at the direction of
the Issuer Trustee, U.S. dollars to the holders of the Notes. 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 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 pay some or all of the amount in Australian dollars which it is
required to pay the Currency Swap Provider under the Currency Swap, the Currency
Swap Provider is only required to pay the U.S. dollar equivalent of the amounts
it actually receives. In such event, it is unlikely that the Trust would have
sufficient U.S. dollars to make the payments due on the Notes.
Unless the Reserve Bank of Australia has given specific approval under the
Banking (Foreign Exchange) Regulations (which may change in the future),
payments by an Australian resident to, or transfers to, by the order of or on
behalf of:
o proscribed governments (and their statutory authorities, agencies,
entities); and
o nationals of proscribed countries, proscribed organizations or
persons associated with proscribed organizations,
are prohibited.
For the purposes of the above bullet points, persons include certain persons
associated with the former government of the Federal Republic of Yugoslavia and
certain persons associated with the Government of Zimbabwe.
Under Part 4 of the Charter of United Nations Act 1945 and the Charter of United
Nations (Terrorism and Dealings with Assets) Regulations 2002, restrictions
apply to transactions, accounts and assets relating to the Taliban, Usama bin
Laden, the Al-Qaida organization and other persons and entities identified and
listed in the Commonwealth of Australia Gazette by the Australian Minister for
Foreign Affairs as terrorists as sponsors of terrorism. It is also a criminal
offence to make assets available to such persons or entities.
The Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 impose a
freeze on the financial resources of the previous Government of Iraq, Saddam
Hussein, other senior officials of his regime, and their immediate families, and
provide for such resources to be transferred to Iraq and used in that country's
reconstruction and rehabilitation.
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CURRENCY EXCHANGE RISK
Interest and principal on the Notes is payable in U.S. dollars and the Trust's
primary source for funding its payments on the Notes is its Collections on the
mortgage loans, which will be sourced in Australian dollars. If the Currency
Swap Provider was to fail to perform under the Currency Swap or was 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 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 Notes, even though the delinquency and loss experience 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 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 and potentially
certain payments relating to any credit enhancement facilities. The Noteholders
Reports provide complete information on the amounts of the "income" and
"expenses" of the Trust. No such Noteholders Reports were issued in the fiscal
year ended June 30, 2004.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Not Applicable.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ME Portfolio Management Ltd is a wholly owned subsidiary of Members Equity Pty
Limited. Its principal business activity is the management of securitisation
trusts established under Members Equity Pty Limited's securitisation programmes
including the SMHL Program.
ME Portfolio Management Limited has entered into arrangements on commercial
terms with Members Equity Pty Limited in order to carry out its functions as
manager under the securitisation trusts.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Not applicable.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) and (2) The exhibits listed on the accompanying Index of Exhibits are
filed or incorporated by reference as part of this report. Such Index is
incorporated herein by reference.
(a) (3) Exhibits
Designation Description Method of filing
- ----------- ----------- ----------------
Exhibit 31.1 Section 302 Certification 31.1
Exhibit 99.1 The Manager Officer's Certificate of 99.1
Compliance
Exhibit 99.2 The Servicer Officer's Certificate of 99.2
Compliance
Exhibit 99.3 Independent Auditors Annual 99.3
Servicer's Compliance Certificate
(b) No reports on Form 8-K have been filed during the last fiscal year covered
by this report.
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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.
ME PORTFOLIO MANAGEMENT LIMITED
/S/ N. VAMVAKAS
- -----------------------------
Name: N. VAMVAKAS
Title: Director
Date: September 24, 2004
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EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
- ----------- -------------------------------------
31.1 Section 302 Certification
99.1 The Manager Officer's Certificate of Compliance
99.2 The Servicer Officer's Certificate of Compliance
99.3 Independent Auditors Annual Servicer's Compliance Certificate
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