SECURITIES AND EXCHANGE COMMISSION
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
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Commission File No. 333-34266 |
Volkswagen Dealer Finance, LLC
on behalf of
Volkswagen Credit Auto Master Owner Trust
(Issuer of the Volkswagen Credit Auto Master Owner Trust Floating Rate Auto Dealer Loan Backed Notes, Series 2000-1 (the Notes))
(Exact name of registrant as specified in its charter)
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State of Delaware
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38-3528063 | |||
(State or other jurisdiction of
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(I.R.S. Employer Identification No.) | |||
incorporation or organization) |
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3800 Hamlin Road
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48326 | |||
Auburn Hills, Michigan
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(Zip Code) | |||
(Address of principal executive offices) |
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Registrants telephone number, including area code: (248) 340-6550 |
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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 (the Act) during the preceding 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants 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. Yes o No þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No þ
State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked price of such stock, as of a specific date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 C.F.R. 230.405): None
Registrant does not have any voting stock.
Documents Incorporated by Reference: None
FORM 10-K
PART 1
Item 1. Business.
The Volkswagen Credit Auto Master Owner Trust (the Trust) was created pursuant to the Trust Agreement (the Agreement) dated August 3, 2000 among Volkswagen Dealer Finance, LLC (the Company) as transferor, and The Bank of New York as trustee (the Trustee). The Trust assets include wholesale receivables (the Receivables) generated from time to time in a portfolio of revolving financing arrangements with automobile dealers to finance their automobile inventory and collections on the Receivables. Such property was obtained by the Company pursuant to the Receivables Purchase Agreement dated as of August 10, 2000 between the Company, as purchaser, and VW Credit, Inc. as seller.
The Company has registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and sold to the general public the Series 2000-1, Floating Rate Auto Dealer Loan Backed Notes in the initial principal amount of $500,000,000. The Payment Date Statements contain information relating to the Receivables and the accounts from which the Receivables arise (the Accounts) and are prepared by the Servicer. The Payment Date Statements containing information relating to the Receivables and the Accounts for the Collection Periods from and including January 2003 through December 2003 are incorporated by reference from the registrants Current Reports on Form 8-K filed with the Commission on February 25, 2003, March 25, 2003, April 23, 2003, May 20, 2003, June 20, 2003, July 21, 2003, August 21, 2003, September 22, 2003, October 20, 2003, November 20, 2003, December 22, 2003, and January 20, 2004, respectively.
Item 2. Properties.
See Item 15.
The following tables sets forth the number and aggregate principal amount of delinquent and defaulted loan contracts, the delinquency rates, and aggregate net losses on the loan contracts owned by the Trust as of December 31, 2003:
1.
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Delinquent Contracts: | Contracts | Amount ($000s) | |||||||||
a. 31 60 Days Delinquent | 0 | 0 | ||||||||||
b. 61 90 Days Delinquent | 0 | 0 |
2.
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Delinquency Ratio: | Amount ($000s) | |||||||||||
a. Delinquent Balance | 0 | ||||||||||||
b. Total Pool Balance | 0 | ||||||||||||
c. Delinquency Ratio | 0.00 | % |
3.
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Defaulted Contracts: | Contracts | Amount ($000s) | |||||||
a. For the Year Ended December 31, 2003 | 0 | 0 |
4.
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Aggregate Net Losses: | Amount ($000s) | ||||
a. Cumulative Net Losses | 0 | |||||
b. Original Portfolio | 0 | |||||
c. Aggregate Loss Ratio | 0.00 | % |
Item 3. Legal Proceedings.
Nothing to Report.
Item 4. Submission of Matters To A Vote Of Security Holders.
None.
PART II
Item 5. Market for Registrants Common Equity and Related Stockholder Matters.
To the best knowledge of the registrant, there is no established public trading market for the Notes.
(a) | The Notes are represented by one or more certificates registered in the name of Cede & Co. (Cede), the nominee of The Depository Trust Company (DTC). At December 31, 2003, there were less than 300 holders of record of each Class of Notes. | |||
(b) | Not Applicable. |
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Managements Discussion And Analysis Of Financial Condition And Results Of Operation.
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9. Changes in and Disagreements On Accounting And Financial Disclosure.
None.
Item 9A. Controls and Procedures
Not Applicable.
PART III
Item 10. Directors and Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership Of Certain Beneficial Owners And Management.
None.
Item 13. Certain Relationships And Related Transactions.
Nothing to Report.
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) | Not Applicable. | ||
(2) | Not Applicable. | |||
(3) | The exhibits in response to Item 601 of Regulation S-K are listed in the Exhibit Index. |
(b) | Current Reports on Forms 8-K during the year ending December 31, 2003: |
Date
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Items Reported | |
February 25, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
March 25, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
April 23, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
May 20, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
June 20, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
July 21, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
August 21, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
September 22, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
October 20, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
November 20, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
December 22, 2003
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Items 5, 7, Monthly Servicer Certificate* | |
January 20, 2004
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Items 5, 7, Monthly Servicer Certificate* | |
*Incorporated by reference. |
(c) | The exhibits in response to Item 601 of Regulation S-K are listed in the Exhibit Index | |||
(d) | Not Applicable. |
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.
March 29, 2004
VOLKSWAGEN CREDIT AUTO MASTER OWNER TRUST |
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By: | VW CREDIT, INC., as Servicer | |||
By: /s/ Timothy J. Flaherty |
Name: Timothy J. Flaherty |
Title: Assistant Treasurer |
VOLKSWAGEN DEALER FINANCE, LLC |
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By: | VW CREDIT, INC., as Servicer | |||
By: /s/ Timothy J. Flaherty |
Name: Timothy J. Flaherty |
Title: Assistant Treasurer |
EXHIBIT INDEX
Exhibit 31: Certification of officer of Servicer pursuant to Section
302(A) of the Sarbanes-Oakley Act of 2002. |
Exhibit 99.1: Annual Certificate of VW Credit, Inc., as Servicer. |
Exhibit 99.2: Report on the activities of VW Credit, Inc., as Servicer,
prepared by PricewaterhouseCoopers L.L.P. |
Exhibit 99.3: Annual Distribution Statement containing information
relating to the Receivables and the Accounts for the Collections Periods
from and including January 2003 through December 2003. |