SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2004
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to _________
333-110912
(Commission File Number)
A.I. Receivables Transfer Corp.
(Exact name of registrant as specified in its charter)
Delaware 22-3674608
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
101 Hudson Street - 33rd and 34th Floors
Jersey City, New Jersey 07302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (201) 631-5400
Securities registered pursuant to Section 12(b) of the Act: None
Securities 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 past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates 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.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Not applicable.
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g. Part I, Part II, etc..) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g. annual report to security holders
for fiscal year ended December 24, 1980).
Not applicable.
Part I.
Item 1. Business
Not applicable.
Item 2. Properties
Not applicable.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect to the
Trust or the Company, the Servicer or the Trustee, as related to the Trust.
Item 4. Submission of Matters to Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered
Certificates during the fiscal year covered by this report.
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Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust does not issue stock. There is currently no established secondary
market for the Certificates.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not applicable.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There was no change of accountants or disagreement with accountants on any
matter of accounting principles or practices of financial disclosure.
Item 9A. Controls and Procedures
Not applicable.
Item 9B. Other Information.
None.
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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.
Item 13. Certain Relationships and Transactions
No reportable transactions have occurred.
Item 14. Principal Accountant Fees and Services.
Not Applicable.
Part IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statement:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Exhibits:
Certification Pursuant to the Sarbanes-Oxley Act of 2002, filed as Exhibit 31.1
Annual Statement as to Compliance, filed as Exhibit 99.1 hereto. Annual
Independent Public Accountants' Report for the Servicer, filed as Exhibit 99.2
hereto. Management Assertion, filed as Exhibit 99.3 hereto.
Reports on form 8-K: The following Current Reports on Form 8-K were filed by the
Registrant in 2004.
Current Reports on Form 8-K dated July 15, 2004, August 16, 2004, September 15,
2004, October 15, 2004, November 15, 2004, and December 15, 2004 were filed for
the purpose of filing the Monthly Statement sent to the Holders of the Offered
Certificates for the payments made on the same date. The items reported in such
Current Report were Item 5 (Other Events).
(b) Exhibits to this report are listed in Item (15) (a) (3) above.
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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.
AICCO Premium Finance Master Trust
By: A.I. Credit Corp. (Servicer)
By: /s/ Jeffrey Lesnoy
-------------------------------
Name: Jeffrey Lesnoy
Title: Senior Vice President
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security
holders. The registrant will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.
Date: March 31, 2005
AICCO Premium Finance Master Trust