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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 year ended December 31, 2000.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-35542
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World Omni Auto Receivables LLC
(Exact name of registrant as specified in its charter)
Delaware Non-applicable
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
190 NW 12TH Avenue, Deerfield Beach, FL 33442
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(Address of principal executive offices) (Zip Code)
(954)429-2200
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(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(g) of the Act:
Series 2000-A, 6.69362% Asset-Backed Notes, Class A-1
Series 2000-A, 7.05% Asset-Backed Notes, Class A-2
Series 2000-A, 7.13% Asset-Backed Notes, Class A-3
Series 2000-A, 7.20% Asset-Backed Notes, Class A-4
(Title of Class)
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)
As of December 31, 2000, the aggregate market value of the Class A-1, Class A-2,
Class A-3 and Class A-4 Notes was $618,881,846.57.
Documents incorporated by reference
None.
World Omni Auto Receivables Trust 2000-A
PART I
ITEM 2. PROPERTIES
The World Omni Auto Receivables Trust 2000-A Class A-1 6.69362%
Asset-Backed Notes, Class A-2 7.05% Asset-Backed Notes, Class A-3 7.13%
Asset-Backed Notes, and Class A-4 7.20% Asset-Backed Notes (collectively, the
"Notes") were issued by the World Omni Auto Receivables Trust 2000-1 (the
"Trust"), a Delaware business trust created pursuant to a Trust Agreement
between World Omni Auto Receivables LLC, a Delaware limited liability company,
The Bank of New York, as owner trustee, and The Bank of New York (Delaware), as
Delaware trustee, pursuant to an Indenture between the Trust and The Chase
Manhattan Bank, as indenture trustee. World Omni Auto Receivables LLC owns the
equity in the Trust, which is represented by a certificate (the "Certificate").
The certificate represents the remainder interest in the Trust not represented
by the Notes.
As of December 31, 2000, the outstanding principal balance of the Class
A-1 6.69362% Asset-Backed Notes was $11,789,846.57, the outstanding principal
balance of the Class A-2 7.05% Asset-Backed Notes was $321,019,000, the
outstanding principal balance of the Class A-3 7.13% Asset-Backed Notes was
$168,637,000, and the outstanding principal balance of the Class A-4 7.20%
Asset-Backed Notes was $117,436,000. The Notes are secured by the assets of
the Trust.
The assets of the Trust consist primarily of a pool of fixed rate motor
vehicle retail installment contracts secured by new and used automobiles and
light-duty trucks originated by World Omni Financial Corp. On July 19, 2000, the
pool of receivables was sold by World Omni Financial Corp. to World Omni Auto
Receivables LLC and then was transferred by World Omni Auto Receivables LLC to
the Trust. The Trust has granted a security interest in the receivables and
other property of the Trust to the trustee under the Indenture for the notes for
the benefit of the noteholders. The trust property also includes:
- - the right to receive payments under the receivables after the cutoff date;
- - security interests in the financed vehicles;
- - the rights of World Omni Auto Receivables LLC in certain
circumstances to receive any proceeds with respect to the
receivables from claims on physical damage and certain other
insurance policies covering the financed vehicles or the
obligors;
- - the reserve account; and
- - any and all proceeds of the foregoing.
A summary of contracts and vehicles allocated to Assets and delinquency
information follows (unaudited):
Units Book Balance
($ in 000's)
Contracts outstanding,
May 31, 2000 62,718 812,707,273.18
Prepayments 4,632 $144,017,900.92
Charge-Offs 228 $ 3,076,252.51
Contracts outstanding,
11/30/00 57,858 $665,613,119.75
Delinquent contracts as of November 30, 2000:
Units ($in 000's)
31-60 days 686 $ 8,518,468.98
61-90 days 77 $ 966,995.44
91 days + 33 $ 398,799.88
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TOTAL 796 $ 9,884,264.30
Losses on repossessions for the period ending November 30, 2000 were
$1,662,090.47 on 228 charge-offs.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2000, there were no material legal proceedings in
respect to the Trust or to the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No vote or consent of the holders of the Class A Notes has been
solicited.
Part II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Depository Trust Company is registered holder of all Class A Notes.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
Beneficial owners of more than 5% of the Class A-1 Notes at December 31, 2000:
Amount of Percent
Title of Class Name Certificates Held of Class
PAID OFF
Beneficial owners of more than 5% of the Class A-2 Notes at December 31, 2000:
Amount of Percent
Title of Class Name Certificates Held of Class
Class A-2 State Street Bank and Trust 77,500,000 24.14%
Company
1776 Heritage Drive
North Quincy, MA 02171
Class A-2 Boston Safe Deposit and Trust 65,250,000 20.33%
Company
c/o Mellon Bank N.A.
Pittsburgh, PA 15259
Class A-2 Investors Bank & Trust Company 40,250,000 12.54%
200 Clarendon Street, 13th FL
Coporate Actions Unit/TOP57
Boston, MA 02116
Class A-2 The Bank of New York 36,600,000 11.40%
925 Patterson Plank Road
Secaucus, NJ 07094
Class A-2 Chase Manhattan Bank 36,350,000 11.29%
4 New York Plaza
13th Floor
New York, NY 10004
Class A-2 Brown Brothers Harriman & Co 17,250,000 5.37%
63 Wall Street, 8th Floor
New York, NY 10005
Beneficial owners of more than 5% of the Class A-3 Notes at December 31, 2000:
Amount of Percent
Title of Class Name Certificates Held of Class
Class A-3 Boston Safe Deposit and Trust 31,445,000 18.65%
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Class A-3 The Bank of New York 30,950,000 18.35%
925 Patterson Plank Road
Secaucus, NJ 07094
Class A-3 HSBC Bank USA/Republic 24,000,000 14.23%
Investment Account
452 5th Avenue
14th Floor
New York, NY 11717
Class A-3 Chase Manhattan Bank 21,055,000 12.49%
4 New York Plaza
13th Floor
New York, NY 10004
Class A-3 Bankers Trust Company 11,700,000 6.94%
648 Grassmere Park Road
Nashville, TN 37211
Class A-3 SSB - Trust Custody 10,400,000 6.17%
225 Franklin Street
Boston, MA 02110
Class A-3 Wells Fargo Bank Minnesota, 9,000,000 5.34%
N.A.
733 Marquette Avenue
N9306-051
Minneapolis, MN 55479
Beneficial owners of more than 5% of the Class A-4 Notes at December 31, 2000:
Amount of Percent
Title of Class Name Certificates Held of Class
Class A-4 Merrill Lynch, Pierce Fenner & 69,436,000 59.13%
Smith
4 Corporate Place
Piscataway, NJ 08854
Class A-4 Bankers Trust Company 19,800,000 16.86%
648 Grassmere Park Road
Nashville, TN 37211
Class A-4 SSB - Trust Custody 18,800,000 16.01%
225 Franklin Street, M4
Boston, MA 02110
Class A-4 The Bank of New York 6,900,000 5.88%
925 Patterson Plank Road
Secaucus, NJ 07094
**Source: The Depository Trust Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions of the type described in S-K item 404(a)(3)
between the Trust and any 5% beneficial owner of the Class A Notes.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 10-K
(1) Annual Officer's Certificate
(2) Annual Accountants' Report*
(3) Summary of Monthly Reports
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* The Accountants' Report relates to compliance with the requirements of the
Servicing Agreement. It is not being filed because the distribution of such
Report is restricted to the parties to the Servicing Agreement. Per Statement on
Auditing Standards AU 623.20 the restriction arises because the matters on which
the accountant is reporting are set forth in a document that is not available to
other persons. A copy of the Report will be provided to the Securities and
Exchange Commission upon request, at which time the Registrant will request
confidential treatment of the Report. The limited distribution of this type of
Report was discussed at a SEC Regulations Committee meeting on March 7, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
World Omni Auto Receivables LLC
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(Registrant)
BY: World Omni Financial Corp.,
as Servicer
Date: April 2, 2001 BY: /s/Alan J. Browdy
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Alan J. Browdy
Vice President, Finance
World Omni Financial Corp.
(Duly Authorized Officer of the Servicer
on behalf of the Trust)
EXHIBIT INDEX
Exhibit Page No.
(1) Annual Officer's Certificate 1
(2) Annual Accountants' Report (not being filed)
(3) Summary of Monthly Reports 2