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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, 2001.
[_] 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 |
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63-1254677 |
| (State of Incorporation) |
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(I.R.S. Employer Identification No.) |
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| AmSouth Center 1900 Fifth Avenue North Birmingham, Alabama |
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35203 |
| (Address of principal executive offices) |
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(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 [ ].
Documents Incorporated by Reference: None
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| Item 1. |
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| Item 2. |
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| Item 3. |
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| Item 4. |
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| Item 5. |
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| Item 6. |
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| Item 7. |
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| Item 7a. |
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| Item 8. |
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| Item 9. |
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| Item 10. |
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| Item 11. |
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| Item 12. |
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| Item 13. |
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| Item 14. |
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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.
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.
The Registrant and the Trust do not have any physical properties. Accordingly, this item
is inapplicable.
There were no material legal proceedings involving the Registrant, the Trust, or
any Notes involving the Trustee which were pending at December 31, 2001, or as of the date of this report
No votes or consents of Noteholders were
solicited during fiscal year 2001 for any purpose.
There is no established
public trading market for the Notes.
As of December 31, 2001, there were no holders of record for the Class A-1 Notes, 14
holders of record for the Class A-2 Notes, 20 holders of record for the Class A-3 Notes, 14 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.
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, 2001 through December 31, 2001 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.
1
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.
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.
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.
None.
Not applicable.
Not applicable.
As of December 31, 2001, there were
32 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 Registrant received payments from the Trust in
accordance with the terms of the Sale and Servicing Agreement.
2
Incorporated herein by
reference as Exhibit 99.1 are the Servicer Reports to the Trust for the year ended December 31, 2001. Copies of the Independent Accountants’ report and the Officer’s Certificate of the Servicer are incorporated herein by reference as
Exhibit No. 99.2 and Exhibit 99.3, respectively.
(a) (3) EXHIBITS
| Designation
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Description
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Method of Filing
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| Exhibit 3.1 |
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Amended and Restated Limited Liability Company Agreement of the Registrant |
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** |
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| Exhibit 4.1 |
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Form of Indenture between the Issuer and the Indenture Trustee (including forms of Notes) |
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* |
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| Exhibit 10.1 |
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Form of Sale and Servicing Agreement among the Registrant, the Servicer and the Issuer |
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| Exhibit 10.2 |
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Form of Receivables Purchase Agreement between an Originator and the Registrant |
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| Exhibit 99.1 |
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Monthly Servicer’s Reports for the months ending January 31, 2001 – December 31, 2001 |
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*** |
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| Exhibit 99.2 |
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Independent Accountants’ Report |
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99.2 |
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| Exhibit 99.3 |
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Officer’s Certificate of the Servicer |
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99.3 |
* |
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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). |
** |
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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). |
*** |
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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: |
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Date Filed: |
| January 31, 2001 |
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February 28, 2001 |
| February 28, 2001 |
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March 29, 2001 |
| March 31, 2001 |
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April 27, 2001 |
| April 30, 2001 |
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May 30, 2001 |
| May 31, 2001 |
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June 28, 2001 |
| June 30, 2001 |
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July 30, 2001 |
| July 31, 2001 |
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August 30, 2001 |
| August 31, 2001 |
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September 28, 2001 |
| September 30, 2001 |
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October 31, 2001 |
| October 31, 2001 |
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November 29, 2001 |
| November 30, 2001 |
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December 28, 2001 |
| December 31, 2001 |
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January 30, 2002 |
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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 28, 2002
Re:
AmSouth Auto Trust 2000-1
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AM |
SOUTH AUTO RECEIVABLES, LLC |
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By |
: /s/ P. K. Chatterjee
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