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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
(X) EXCHANGE ACT OF 1934
For the fiscal period ended JUNE 30, 2004
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 333-108887
AUSTRALIAN SECURITISATION MANAGEMENT PTY LIMITED (ACN 103 852 428)
(in its capacity as Trust Manager of the ARMS II Global Fund 2)
(Exact name of Registrant as specified in its charter)
NEW SOUTH WALES, AUSTRALIA
(State or Other Jurisdiction of Incorporation)
LEVEL 6, 12 CASTLEREAGH STREET, SYDNEY, NSW, 2000, AUSTRALIA
Telephone: +61-2-8236-8000
(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
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 ( )
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Indicated by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
10-K or any amendment to this Form 10-K. (X)
Indicated by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes____ No__(X)__
State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. NOT APPLICABLE
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TABLE OF CONTENTS
Part I Page
Item 1. Business........................................................... 2
Item 2. Properties......................................................... 2
Item 3. Legal Proceedings.................................................. 2
Item 4. Submission of Matters to a Vote of Security Holders................ 2
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.................. 3
Item 6. Selected Financial Data............................................ 3
Item 7. Management's Discussion and Analysis of Financial Conditions and
Results of Operation............................................... 3
Item 7A. Quantitative and Qualitative Disclosures About Market Risk......... 3
Item 8. Financial Statements and Supplementary Data........................ 5
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure............................................... 5
Part III
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 .................... 6
Item 14. Principal Accounting Fees and Services............................. 6
Part IV
Item 15. Exhibits and Financial Statement Schedules......................... 7
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INTRODUCTORY NOTE
The information required for some items in Form 10-K is "not applicable" to ARMS
II Global Fund 2 (the "Fund") or to Australian Securitisation Management Pty
Limited (the "Trust Manager"). As used in this Annual Report files 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 file annual reports on Form 10-K.
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PART I
Item 1. BUSINESS
This Annual Report on Form 10-K relates to the Fund, and the Class A Bonds due
October 2034 (the "Class A Bonds") issued pursuant to the Bond Trust Deed dated
as of October 27, 2003 (the "Bond Trust Deed"), between Permanent Custodians
Limited as Issuer (the "Issuer"), the Trust Manager, The Bank of New York as the
Bond Trustee, the Calculation Agent, the US$ Registrar and the Principal Paying
Agent, and Permanent Registry Limited (the "Security 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 Bonds.
The only business of the Fund is the collection and distribution of payments on
the residential housing loans in the manner described in the Registration
Statement on Form S-11 (File No. 333-108887) (the "Registration Statement").
Accordingly, there is no relevant information to report in response to Item 101
of Regulation S-K.
Item 2. PROPERTY
The Fund does not own any physical property. Information regarding the mortgage
loans is furnished under Item 15 - Exhibit 99.1.
Item 3. LEGAL PROCEEDINGS
As at the date of this report, the Trust Manager is not aware of any material
pending legal proceedings in relation to the Fund, itself or the Trustee.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fiscal year covered by this report to a vote
of Secured Creditors in relation to the Fund.
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PART II
Item 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
The Class A Bonds are not traded on any nationally recognized exchange in the
United States. The Class A Bonds are listed and exchanged on the Irish Stock
Exchange.
The Class A Bonds are currently represented by certificates registered in the
name of Cede & Co., as nominee of The Depository Trust Company ("DTC").
Accordingly, Cede & Co. is the sole holder of record of the Class A Bonds, which
it held on behalf of a number of brokers, dealers, banks and other direct
participants in DTC.
Since the Fund pays no dividends with respect to the Class A Bonds, the
information required by Item 201(c) of Regulation S-K regarding dividends is
inapplicable to the Fund. See Exhibit 99.1 for information with respect to
distributions to Bondholders.
Item 6. SELECTED FINANCIAL DATA
The regular quarterly servicing report, which is required to be included with
each quarterly distribution of the Fund's assets to Bondholders, sets forth for
the prior quarter, as well as cumulatively, all of the relevant financial
information required by the Bond Trustee to be reported to Bondholders.
The quarterly servicing reports for the Payment Dates on January 12, 2004; April
13, 2004; and July 12, 2004 for the fiscal year ended June 30, 2004 are
incorporated herein as Exhibit 99.1.
The foregoing presents all relevant financial information relating to the Fund.
Because of the limited business activity of the Fund, 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 Fund, 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 on Form 6-K and 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
the Class A Bonds are paid in United States dollars ("U.S. dollars"). However,
payments on
3
the housing loans are received by the Issuer in Australian dollars, in Australia
(the "Collections"). Pursuant to certain swap agreements (the "Swap
Agreements"), the Issuer 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, U.S. dollars (as
applicable) to the Bondholders, (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 Bonds will bear the risk of the imposition of foreign
exchange controls by the Australian government that impact upon the Issuer's
ability to exchange the collections for U.S. dollars. The Issuer has no control
over such risk, which will generally be affected by economic and political
events in Australia. If the Issuer does not have sufficient funds to pay the
Currency Swap Provider the Class A Currency Swap Payment Amount on a 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 Fund would have sufficient U.S. dollars to make
the payments due on the Class A Bonds.
The specific prior approval of the Reserve Bank of Australia or the Minister for
Foreign Affairs of the Commonwealth of Australia must be obtained for certain
transactions involving or connected with individuals or entities listed in the
relevant Commonwealth Government Gazette as persons or entities identified with
terrorism or to which financial sanctions apply, including:
o certain Yugoslav entities or individuals;
o Jemaah Islamiah;
o the Government of Zimbabwe, any public authority or controlled entity
of the Government of Zimbabwe and certain other individuals identified
by the Reserve Bank of Australia;
o the Taliban (also known as the Islamic Emirate of Afghanistan) or any
undertaking owned or controlled, directly or indirectly, by the
Taliban;
o Osama bin Laden, the Al-Qaeda organization and certain other
individuals identified by the Reserve Bank of Australia as being
linked to terrorism; and
o the persons whose names are published in the Commonwealth Government
Gazette Gn42 as amended by Commonwealth Government Gazette Gn37 and
Commonwealth Government Gazette Gn49, and the persons whose names are
listed under the Suppression of the Financing of Terrorism Act 2002
(Commonwealth).
Currency Exchange Risk: Interest and principal on the Class A Bonds is
payable in U.S. dollars and the Fund's primary source for funding its payments
on the Class A Bonds is its Collections on the Housing Loans, which will be
sourced in Australian
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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 Fund, the Fund might have to exchange its Australian
dollars for U.S. dollars at an exchange rate that is less favorable to the Fund
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 Bonds, even
though the delinquency and loss experience on the Housing 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 Class A Bonds are essentially "pass-through"
securities, the Fund will have "income" only in the limited sense of collecting
payments on the residential mortgage loans. The only material items of "expense"
for the Fund will be the amounts paid as servicing compensation, other amounts
due on the redraw bonds, 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 on Form 6-K and
on Form 8-K) provide all material information regarding the amounts of the
"income" and "expenses" of the Fund.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There has been no resignation or dismissal of an independent accountant in
relation to the Fund since it was created.
5
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Since the Fund does not have directors or executive officers, this item is not
applicable.
Item 11. EXECUTIVE COMPENSATION
Since the Fund does not have directors or executive officers, this item is not
applicable.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of the Bondholders maintained their security positions with the Depository
Trust Company. While some of the Bondholders' security positions in the Fund may
exceed 5% of the outstanding amount of the Class A Bonds, such Class A Bonds 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 Fund, nor in the Registrant.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant received Manager's Fee payments from the Fund in accordance with
the terms of the Bond Trust Deed.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Asset-Backed Issuers are not required to respond to this item. Thus there is no
information to disclose under item 406 of Regulation S-K.
6
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(1) and (2):
Incorporated herein as Exhibit 99.1 are the aggregate totals of the quarterly
servicing reports to the Fund for the fiscal year ended June 30, 2004. A copy of
the Officer's Certificate of Compliance is attached hereto as Exhibit No. 99.3.
(3) (a) EXHIBITS:
Designation Description Method of Filing
----------- ----------- ----------------
Exhibit 31 302 Certification 31
Exhibit 99.1 Aggregate Totals for the Fiscal Year 99.1
Exhibit 99.2 Independent Auditor's Annual Servicer 99.2
Compliance Certificate
Exhibit 99.3 Officer's Certificate of Compliance 99.3
(b) On Janaury 26,2004 (as amended by Form 6-K/A filed on August 17,
2004); April 23, 2004 (as amended by Form 8-K/A filed on August 17,
2004); and July 16, 2004 (as amended by Form 8-K/A filed on August 17,
2004), reports on Form 6-K and on Form 8-K were filed by the Registrant
during the preceding fiscal year in order to provide the statements for
quarterly distributions to the Bondholders. No other 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 of 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.
By /s/ Gavin Buchanan
-------------------------
GAVIN BUCHANAN
PRINCIPAL EXECUTIVE OFFICER
27 SEPTEMBER 2004
8
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.
By /s/ Paul McMahon By /s/ Mark Burge
------------------------ ------------------------
PAUL MCMAHON MARK BURGE
PRINCIPAL FINANCIAL OFFICER PRINCIPAL ACCOUNTING OFFICER
27 SEPTEMBER 2004 27 SEPTEMBER 2004
By /s/ Mark Bouris By /s/ Colin McKeith
------------------------ ------------------------
MARK BOURIS COLIN McKEITH
DIRECTOR DIRECTOR
27 SEPTEMBER 2004 27 SEPTEMBER 2004
By /s/ Geoff Kleeman By /s/ Anthony Klok
------------------------ ------------------------
GEOFF KLEEMAN ANTHONY KLOK
DIRECTOR DIRECTOR
27 SEPTEMBER 2004 27 SEPTEMBER 2004
By /s/ Adrian Bouris
------------------------
ADRIAN BOURIS
DIRECTOR
27 SEPTEMBER 2004
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