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Table of Contents

UNITED STATES
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, 2002.

 

o    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the transition period from _____ to _____.

Commission file number 333-38676

AMSOUTH AUTO RECEIVABLES, LLC

(Exact name of registrant as specified in its Charter)

 

 

 

Delaware

 

63-1254677

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

 

 

 

AmSouth Center

 

 

1900 Fifth Avenue North

 

 

Birmingham, Alabama

 

35203

(Address of principal executive offices)

 

(zip code)

Registrant’s telephone number, including area code: (205) 320-7151

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   o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes   o

No   x

Documents Incorporated by Reference: None




Table of Contents

TABLE OF CONTENTS

 

 

PAGE

 

 


PART I

 

 

Item 1.

Business

1

 

 

 

Item 2.

Properties

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 Operations

2

 

 

 

Item 7a.

Quantitative and Qualitative Disclosures about Market Risk

2

 

 

 

Item 8.

Financial Statements and Supplementary Data

2

 

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

3

 

 

 

PART III

 

 

Item 10.

Directors and Executive Officers of the Registrant

3

 

 

 

Item 11.

Executive Compensation

3

 

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

3

 

 

 

Item 13.

Certain Relationships and Related Transactions

3

 

 

 

Item 14.

Controls and Procedures

3

 

 

 

PART IV

 

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules and Reports on Form 8-K

3

 

 

 

 

Terms not otherwise defined herein have the meanings set forth in the Sale and Servicing Agreement (the Sale and Servicing Agreement) relating to AmSouth Auto Trust 2000-1.

 

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PART I

ITEM 1. BUSINESS

AmSouth Auto Receivables, LLC (the Registrant), is a Delaware limited liability company formed for the sole purpose of issuing asset-backed securities through trusts or limited liability companies. One trust has been originated by the Registrant: AmSouth Auto Trust 2000-1 (the Trust), formed pursuant to a Trust Agreement dated as of October 1, 2000, between the Registrant and The Chase Manhattan Bank, as owner trustee. The only business of the Trust is the collection and distribution of payments on the motor vehicle receivables in the manner described in the Registration Statement on Form S-3 (File No. 333-38676). Accordingly, there is no relevant information to report in response to Item 101 of Regulation S-K.

Due to the limited nature of the business of the Registrant it does not maintain an internet website.  However, the Registrant will make available free of charge copies of its filings with the Securities and Exchange Commission upon request to its Treasurer at 205-326-4049. 

ITEM 2. PROPERTIES

The Registrant and the Trust do not have any physical properties. Accordingly, this item is inapplicable.

ITEM 3. LEGAL PROCEEDINGS

There were no material legal proceedings involving the Registrant, the Trust, or any Notes involving the Trustee which were pending at December 31, 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 fiscal year 2002 for any purpose.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established public trading market for the Notes.

As of December 31, 2002, there were no holders of record for the Class A-1 Notes, no holders of record for the Class A-2 Notes, 21 holders of record for the Class A-3 Notes,  15 holders of record for the Class A-4 Notes, 2 holders of record for the Class B Notes and 1 holder of record for the Class C Notes of the Trust.

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. See Exhibit 99.1 for information with respect to distributions to Noteholders.

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ITEM 6. SELECTED FINANCIAL DATA.

No financial data is required of the Registrant, inasmuch as the Registration Statement on Form S-3 (File No. 333-38676) was filed for and on behalf of the Trust and, furthermore, because Registrant is not a guarantor of any of the payments due from the Trust to the Noteholders.

The regular monthly servicer report forms, which the Trustee is required to include with each monthly distribution of the Trust’s assets to Noteholders, sets forth for the prior calendar month, as well as cumulatively, all of the relevant financial information required by the Sale and Servicing Agreement to be reported to Noteholders.

The Trust’s Servicer Reports for the months ended January 31, 2002 through December 31, 2002 are incorporated herein by reference as Exhibit No. 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 specified 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 required by Item 303 of Regulation S-K, would not be meaningful. All relevant information is contained in the Servicer Reports (filed under Current Reports on Form 8-K) as described above.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Because of the limited business activity of the Trust, the presentation of Quantitative and Qualitative Disclosure About Market Risk, as required by Item 305 of Regulation S-K, would not be meaningful. All relevant information is contained in the Servicer Reports (filed under Current Reports on Form 8-K) as described above.

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 motor vehicle-related receivables. 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 Servicer Reports (filed under Current Reports on Form 8-K) provide complete information on the amounts of the income and expenses of the Trust.

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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.

Not applicable.

ITEM 11. EXECUTIVE COMPENSATION.

Not applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of December 31, 2002, there were 29 registered Noteholders of the Trust, all of whom maintained their security positions with the Depository Trust Company. While some of these Noteholders’ security positions in the Trust may exceed 5% of the Outstanding Amount, such Notes do not constitute voting securities within the meaning of Item 403 of Regulation S-K.   The  Trust has never had any equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Registrant received payments from the Trust in accordance with the terms of the Sale and Servicing Agreement.

ITEM 14.  CONTROLS AND PROCEDURES.

Not applicable.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  (1) and (2):

Incorporated herein by reference as Exhibit 99.1 are the Servicer Reports to the Trust for the year ended December 31, 2002. Copies of the Independent Accountants’ report and the Officer’s Certificate of the Servicer are attached hereto as Exhibits No. 99.2 and Exhibit 99.3, respectively.

(a)  (3) EXHIBITS

Designation

 

Description

 

Method of Filing


 

 


Exhibit 3.1

 

Amended and Restated Limited Liability Company Agreement of the Registrant

 

**

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Designation

 

Description

 

Method of Filing


 

 


Exhibit 4.1

 

Form of Indenture between the Issuer and the Indenture Trustee (including forms of Notes)

 

*

 

 

 

 

 

Exhibit 10.1

 

Form of Sale and Servicing Agreement among the Registrant, the Servicer and the Issuer

 

*

 

 

 

 

 

Exhibit 10.2

 

Form of Receivables Purchase Agreement between an Originator and the Registrant

 

*

 

 

 

 

 

Exhibit 99.1

 

Monthly Servicer’s Reports for the months ending January 31, 2002 – December 31, 2002

 

***

 

 

 

 

 

Exhibit 99.2

 

Independent Accountants’ Report

 

99.2

 

 

 

 

 

Exhibit 99.3

 

Officer’s Certificate of the Servicer

 

99.3

*  Filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 28, 2000 (File No. 333-38676).

**  Filed as an exhibit to the Registrant’s Amendment No. 2 to the Registrant’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 29, 2000 (File No. 333-38676).

***  Filed as Exhibit 99.2 to Current Reports on Form 8-K (File No. 333-38676) as follows:

Servicer’s Report for the month ended:

 

Date Filed:


 


January 31, 2002

 

February 27, 2002

February 28, 2002

 

March 29, 2002

March 31, 2002

 

April 29, 2002

April 30, 2002

 

May 30, 2002

May 31, 2002

 

June 28, 2002

June 30, 2002

 

July 30, 2002

July 31, 2002

 

August 23, 2002

August 31, 2002

 

September 26, 2002

September 30, 2002

 

October 29, 2002

October 31, 2002

 

November 27, 2002

November 30, 2002

 

December 30, 2002

December 31, 2002

 

January 29, 2003

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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.

Date: March 24,  2003

Re: AmSouth Auto Trust 2000-1

 

AMSOUTH AUTO RECEIVABLES, LLC

 

 

 

 

By:

/s/ DONALD R. KIMBLE

 

 


 

Name:

Donald R. Kimble

 

Title:

President

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CERTIFICATION

I, Donald R. Kimble, certify that:

 

 

1.

I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of AmSouth Auto Receivables LLC;

 

 

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;

 

 

3.

Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the Sale and Servicing Agreement is included in these reports;

 

 

4.

I am responsible for reviewing the activities performed by the servicer under the Sale and Servicing Agreement, and based upon the review required under the Sale and Servicing Agreement, and except as disclosed in the report, the servicer has fulfilled its obligations under the Sale and Servicing Agreement; and

 

 

5.

I have disclosed to the registrant’s certified public accountants all significant deficiencies relating to the servicer’s compliance with minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Sale and Servicing Agreement.

 

 

 

/s/ DONALD R. KIMBLE

 


Date:  March 24, 2003

Donald R. Kimble
President

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