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iii
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 June 30, 2000
or
[ ] 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 -46945
Westpac Securitisation Management Pty Limited
In its capacity as trust manager of the
Series 1998-1G WST Trust
Australian Business Number 73 081 709 211
(Exact name of registrant as specified in its
charter)
New South Wale, Australia
(State or other jurisdiction of incorporation or
organization)
98-0181944
- ----------------
(I.R.S. Employer Identification No.)
60 Martin Place, Sydney, NSW 2000, Australia
(Address of principal executive offices) (Zip Code)
+612 9226 3212
Registrant's telephone number, including area code
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.
Not applicable
State the aggregate market value of the voting and
non-voting common equity held by non-affiliates of
the registrant. The aggregate market value shall be
computed by reference to the price at which the
common equity was sold, or the average bid and asked
prices of such common equity, as of a specified date
within 60 days prior to the date of filing.
Not applicable
DOCUMENTS INCORPORATED BY REFERENCE
The Trust Manager incorporates by reference its
periodic filings of Form 6-K (Payment Dates -
October 19, 1999 and January 19, 2000) and Form 8-K
(Payment Dates April 19, 2000 and July 19, 2000),
which contain all financial information relating to
the Trust relevant to the holders of the Notes (the
"Noteholders").
PART I
Item 1. Business
Page 1
Item 2. Properties
Page 1
Item 3. Legal Proceedings
Page 1
Item 4. Submission of Matters to a Vote of Security Holders
Page 1
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Page 1
Item 6. Selected Financial Data.
Not Applicable
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation
Not Applicable
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk
Page 1
Item 8. Financial Statements and Supplementary Data
Not Applicable
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
Not Applicable
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 Related Transactions
Not Applicable
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
Page3
PART I
Item 1. Business.
This Annual Report on Form 10-K relates to the
Series 1998-1G WST Trust (the "Trust") and the Class
A and Class B Mortgage Backed Floating Rates Notes,
Series 1998-1G (the "Notes") issued pursuant to the
Note Trust Deed dated as of June 10, 1998, between
Westpac Securities Administration Limited, as
Trustee (the "Issuer Trustee"); Westpac
Securitisation Management Pty Limited (the "Trust
Manager") as trust manager; and Citibank, London
Office, as Principal Paying Agent. Capitalised
terms used in this Form 10-K and not defined have
the same meanings ascribed to such terms in the
Prospectus for the above-referenced Notes.
The information required for some items in Form 10-K
is "not applicable" to the Trust or the Trust
Manager. As used in this Annual Report files on
Form 10-K, "not applicable" or "Not Applicable"
means that the response to the referenced item is
omitted in reliance on the procedures outlined in
the numerous no-action letters issued by the
Commission's Staff with respect to substantially
similar certificates and trusts that file annual
reports on Form 10-K
Item 2. Properties.
The property of the Trust consists solely of
residential mortgage loans. Information concerning
such property can be found in the quarterly
Noteholders Reports being the Forms 6-K and Forms 8-K
as incorporated by reference, and attached as
Exhibit 99.1, the Aggregate Totals for the Fiscal
Year. Additionally, an Officer's Certificate of
Compliance, executed by a director of the Trust
Manager is filed with this Form 10-K as Exhibit
99.3. Such statement certifies that the Trust
Manager, in such capacity, has complied with all
conditions and covenants under the Transaction
Documents for the issuance of the Notes by the
Trust.
Item 3. Legal Proceedings.
The Trust Manager knows of no material legal
proceedings involving any Trust, the Trust Manager,
the Servicer or the Issuer Trustee.
Item 4. Submission of Matters to a Vote of Security
Holders.
None
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters.
The Notes are not traded on any nationally
recognised exchange in the United States. The Notes
are listed and exchanged on the London Stock
Exchange.
Item 6. Selected Financial Data.
Not Applicable
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation.
Not Applicable
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.
Currency Exchange Control Risk
Interest and principal payments to holders of Notes
are paid in United States dollars ("U.S. dollars").
However payments on the Housing Loans are received
by the Issuer Trustee, in Australian dollars, in
Australia (the "Collections"). Pursuant to certain
swap agreements (the "Swap Agreements") the Issuer
Trustee is required to pay a portion of the
Collections to certain swap counterpartys (the
"Currency Swap Providers") who in turn pays ("Swap
Currency Exchange"), at the direction of the Issuer
Trustee, U.S. dollars to the Noteholders, (the
"Currency Swap"). It is possible that in the future
Australia may impose exchange controls that affect
the availability of Australian dollar payments for
making payments under the Currency Swap. The holders
of the Notes will bear the risk of the imposition of
foreign exchange controls by the Australian
government that impact upon the Issuer Trustee's
ability to exchange the Collections for U.S.
dollars. The Issuer Trustee has no control over
such risk, which will generally be affected by
economic and political events in Australia. If the
Issuer Trustee does not pay some or all the amount
in Australian dollars which it is required to pay
the Currency Swap Provider under the Currency Swap,
the Currency Swap Provider is only required to pay
the U.S. dollar equivalent of the amounts it
actually receives. In such event, it is unlikely
that the Trust would have sufficient U.S. dollars to
make the payments due on the Notes.
Under temporary Australian foreign exchange controls,
which may change in the future, payments by an
Australian resident to, or on behalf of the following
payees may only be made with Reserve Bank of Australia
approval:
- - the Government of Iraq or its agencies or nationals;
- - the authorities of the Federal Republic of
Yugoslavia (Serbia and Montenegro) or its agencies,
who are not residents of Australia;
- - the Government of Libya or any public authority or
controlled entity of the Government of Libya,
including any commercial, industrial or public
utility undertaking owned or controlled by the
Government of Libya or by a public authority of
Libya;
- - the Taliban (also known as the Islamic Emirate of
Afghanistan) or any undertaking owned or controlled,
directly or indirectly, by the Taliban; or
- - the National Union for Total Independence of Angola
as an organization, senior officials of UNITA or
adult members of the immediate families of senior
officials of UNITA.
Currency Exchange Risk.
Interest and principal on the Notes is payable in
U.S. dollars and the Trust's primary source for
funding its payments on the Notes is its Collections
on the Housing Loans, which will be sourced in
Australian dollars. If the Currency Swap Provider
were to fail to perform under the Currency Swap or
were to be discharged from such performance because
of a default thereunder by the Trust, the Trust
might have to exchange its Australian dollars for
U.S. dollars at an exchange rate that is less
favourable to the Trust than when there was the Swap
Currency Exchange and might therefore not have
sufficient U.S. dollars to make timely payments on
the Notes, even though the delinquency and loss
experience on the Housing Loans may be acceptable.
Item 8. Financial Statements and Supplementary Data.
Not Applicable
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure.
Not Applicable
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 Related Transactions.
Not Applicable
PART IV
Item 14. Exhibits, Financial Statement Schedules,and Reports
on Form 8-K.
Documents incorporated by reference
Form 6-K for the October 19, 1999 Payment Date
Form 6-K for the January 19, 2000 Payment Date
Form 8-K for the April 19, 2000 Payment Date
Form 8-K for the July 19, 2000 Payment Date
Attached to this Form 10-K
99.1 Aggregate Totals for the Fiscal Year
The Trust manager also attaches the following documents
99.2 Custodial Services Audit Report by PricewaterhouseCoopers
99.3 Officer's Certificate of Compliance
Exhibit 99.1
AGGREGATE TOTALS FOR THE FISCAL YEAR
NOTEHOLDERS REPORT - SERIES 1998-1G WST TRUST
Date of Report - Determination Date 13-Jul-00
Housing Loan Collection Period 10-Jul-99 to 09-Jul-00
(inclusive) (inclusive)
Days in Collection Period 366
Coupon Period 19-Jul-99 to 19-Jul-00
(inclusive) (exclusive)
Days in Coupon Period 366
3 month BBSW (average) 5.4885%
3 month USD-LIBOR (average) 5.9542%
Foreign Exchange Rat 0.62354525564
Available Income 99,051,927
Total Available Funds 99,051,927
Accrued Interest Adjustment 0
Redraws Made This Period 97,434,773
Redraw Shortfall 0
Redraw Facility Draw 0
RFS Issued This Period 0
Trust Expenses 4,249,330
Total Payments 91,012,345
Payment Shortfall 0
Principal Draw This Period 0
Total Principal Draws Outstanding 0
Gross Principal Collectio 551,343,091
Principal Collections 453,908,318
Excess Available Income 8,039,582
Excess Collections Distribution 8,039,582
Liquidity Shortfall 0
Liquidity Net Draw / (Repayment) 0
Remaining Liquidity Shortfall 0
Liquidation Loss 0
Principal Charge Offs 0
Prepayment Benefit Shortfalls 138,770
Avg Daily Bal for the year 1,413,639,376
Subordinated Percentage 3.8946%
Initial Subordinated Percentage 2.3000%
Average Quarterly Percentage 0.4189%
Stated Amount - AUD Equivalent Percentage Forex %
Class A 1,149,848,204.29 96.10535% 1.00000
Class B 51,800,570.54 3.89465%
RFS 0.00 0.00000
TOTAL 1,201,648,774.83 100.00000% 100.00000
Stated Amount - USD Bond Factor
Class A 716,982,392.48 0.5223154 0.00
Class B 32,300,000.00 1.0000000 0.00
RFS 0.00 0.00
TOTAL 749,282,392.48
$A
Scheduled principal 48,343,979
Unscheduled principal 405,564,339
----------------
Principal Collections 453,908,319
----------------
Fixed Interest Rate Housing Loan 218,138,279
Variable Rate Housing Loans 983,510,496
-----------------
1,201,648,775
-----------------
Exhibit 99.2
PRICEWATEHOUSECOOOPERS LETTERHEAD
Westpac Securities Administration Limited
4th Floor, Endeavour House
50 Pitt Street
SYDNEY, NSW 2000
Attention: Mr Robert Hamilton
The Mortgage Company Pty Limited
25 Pierson Street
LOCKLEYS SA 5032
Attention: Mr Mike Dilworth
Dear Sirs/Mesdames
Scope
We have audited the control procedures of The Mortgage
Company Pty Limited (the "Servicer") in relation to its
role as custodian as at 10 February 2000 in order to
express an opinion about their effectiveness based upon
the requirements of Clause 3.3 of the Westpac
Securitisation Trusts ("WST") Servicing Agreement
(the " Agreement").
The control procedures operating in relation to the
Series 1998-1 G WST Trust were audited as part of the
overall custody audit of the WST Securitisation Program.
Unless otherwise defined, terms and phrases have the
same definition as those appearing in the WST Transaction
Documents.
The criteria required by Schedule 2 of the Agreement
are that:
1. the custodial duties and responsibilities of the
Servicer, as outlined in Section 3 of the Agreement,
are met;
2. the Relevant Documents are capable of identification,
segregated by reference to the relevant Portfolio of
Receivables and from other mortgage title documents
held by the Servicer;
3. the Relevant Documents may not be removed or tampered
with except with appropriate authorisation; and
4. an appropriate tracking system is in place such that
the location of the Relevant Documents can be detected
at any time.
The Servicer, under the delegation of the Trustee, is
responsible for maintaining an effective internal control
structure for the custodial operations of Series 1998-1 G WST
Trust. We have conducted an independent audit of the control
procedures in order to express an opinion on them to the
Trustee and the Servicer.
Our audit of the control procedures has been conducted in
accordance with Australian Auditing Standard AUS 810 "Special
Purpose Reports on the Effectiveness of Control Procedures"
and accordingly included such tests and procedures as we
considered necessary in the circumstances. These procedures
have been undertaken to form an opinion whether in all material
respects, the control procedures in relation to the Servicer's
role as custodian were adequately designed so as to achieve
the criteria referred to above, and were operating effectively
at the time of our audit.
This report has been prepared for distribution to the Trustee
and the Servicer for the purpose of monitoring the Servicer's
custodial role. We disclaim any assumption of responsibility
for any reliance on this report to any person other than those
mentioned, or for any purpose other than that for which it was
prepared.
Inherent Limitations
Because of the inherent limitations of any internal control
structure it is possible that errors or irregularities may
occur and not be detected. Further, the internal control structure,
within which the control procedures that we have audited operate,
has not been audited and no opinion is expressed as to its
effectiveness.
An audit is not designed to detect all weaknesses in control
procedures as it is not performed continuously throughout the period
and the tests performed are on a sample basis.
Any projection of the evaluation of control procedures to future
periods is subject to the risk that the procedures may become
inadequate because of changes in conditions, or that the degree
of compliance with them may deteriorate.
The audit opinion expressed in this report has been formed on the
above basis.
Audit Opinion
In our opinion the Servicer maintained, in all material respects,
effective control procedures in relation to the custodial operations
of the WST Securitisation Program, which includes Series 1998-1G
WST Trust, as at 10 February 2000 based on the criteria referred
to above.
/s/ PricewaterhouseCoopers
- --------------------------------------
PricewaterhouseCoopers
Chartered Accountants
/s/ MJ Codling
- -----------------------
Partner
Sydney, 22 March 2000
Exhibit 99.3
WESTPAC SECURITISATION MANAGEMENT PTY LIMITED
OFFICER'S CERTIFICATE OF COMPLIANCE
The undersigned officer of Westpac
Securitisation Management Pty Limited, a company
organized under the laws of New South Wales,
Australia ("WSM"), hereby certifies on behalf of WSM
and on his own behalf for purposes of the Series
1998-1G WST Trust Class A and Class B Mortgage
Backed Floating Rate Notes (collectively, the
"Notes"), as follows:
1. I am a duly appointed, qualified and acting
Director of WSM;
2. I am duly authorized to execute and deliver
this Officer's Certificate on behalf of WSM;
and
3. To the best of my knowledge, the Issuer
Trustee has complied with all conditions and
covenants under the Transaction Documents,
for the Series 1998-1G WST Trust issue of
Notes for the period between July 1, 1999 and
June 30, 2000.
Capitalized terms used and not defined
herein shall have the meanings assigned to such
terms in the Note Trust Deed related to the above-
referenced issue of Notes.
IN WITNESS WHEREOF, I have signed my name
as of September 26, 2000
/s/ Lewis E. Love
----------------
By: Lewis E. Love
Director
Westpac Securitisation Management
Pty Limited
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.
(Registrant) Westpac Securitisation Manangement Pty Limited
____________________________________________________
By /s/ Lewis E. Love - Director
____________________________________________________
September 26, 2000
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
By /s/ R. P. Handley - Director
____________________________________________________
September 26, 2000
By /s/ Rob Whitfield - Director
____________________________________________________
September 26, 2000