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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 June 30, 2002
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 Wales, Australia
(State or other jurisdiction of incorporation or
organization)
98-0181944
- ----------------
(I.R.S. Employer Identification No.)
Level 25, 60 Martin Place,Sydney, NSW 2000,Australia
(Address of principal executive offices) (Zip Code)
+612 9229 8131
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
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.
Table of Contents
Part I
- Item 1. Business
- Item 2. Properties
- Item 3. Legal Proceedings
- Item 4. Submission of Matters to a Vote of
Security Holders
Part II
- Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters
- Item 6. Selected Financial Data
- Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operation
- Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
- Item 8. Financial Statements and Supplementary
Data
- Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure
Part III
- Item 10. Directors and Executive Officers of the
Registrant
- Item 11. Executive Compensation
- Item 12. Security Ownership of Certain Beneficial
Owners and Management
- Item 13. Certain Relationships and Related
Transactions
Part IV
- Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
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 Rate 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 only business of the Trust is the collection
and distribution of payments on the residential
mortgage loans in the manner described in the
Registration Statement on Form S-11 (File No.
333-46945) (the "Registration Statement").
Accordingly, there is no relevant information to
report in response to Item 101 of Regulation S-K.
Item 2. Properties
The Registrant and the Trust do not have any
physical properties. Information regarding the
residential mortgage loans is furnished under
Item 14 - Exhibit 99.2.
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 which were
pending as of June 30, 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 the fiscal year for any purpose.
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. 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.
Item 6. Selected Financial Data.
The regular quarterly Noteholders Reports, which is
required to be included with each quarterly
distribution of the Trusts assets to Noteholders,
sets forth for the prior quarter, as well as
cumulatively, all of the relevant financial
information required by the Note Trust Deed to be
reported to Noteholders.The Noteholders Reports for
the Payment Dates in October, 2001, January, 2002,
April, 2002 and July, 2002 are incorporated herein
by reference and aggregated totals for the fiscal
year are incorporated herein 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 Operation
Because of the limited business activity of the
Trust, the presentation of Managements 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 Noteholders
Reports (filed under Current Reports on Form 8-K)
as described above.
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 counterparties (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 of 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, buying, borrowing,
selling, lending or exchanging foreign currency (where
the transaction relates to property, securities or
funds) by an Australian resident to, or on behalf of
the following payees is subject to restrictions:
- - the Government of Iraq or its agencies or nationals;
- - certain persons including supporters of the former
Milosevic regime;
- - the Embassy of the Federal Republic of Yugoslavia ;
- - the Consulate-General of the Federal Republic of
Yugoslavia;
- - Narodna Banka Jugoslavije;
- - 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.
Under the Charter of the United Nations (Anti-terrorism
Measures) Regulations 2001 (the "UN Regulations") (as
administered by the Department of Foreign Affairs and
Trade in Australia), restrictions exist in relation
to dealings with the assets of persons or entities
mentioned in paragraph 1(c) of United Nations Security
Council Resolution 1373 (2001), as proscribed by the
Minister for Foreign Affairs in Australia pursuant
to Regulation 7 of the UN Regulations.
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 the currency swap
was entered into 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
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 residential mortgage loans.
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 Noteholders Reports (filed
under Current Reports on Form 8-K) provide complete
information on the amounts of the "income" and
"expenses" of the Trust.
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
Since the Trust will not have any directors or executive
officers, this item is not applicable.
Item 11. Executive Compensation
Since the Trust will not have any directors or executive
officers, this item is not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth (i) the name and address of
each entity owning more than 5% of the outstanding principal
amount of the Class A Notes or Class B Notes; (ii) the
principal amount of the Class of Notes owned by each,
if known, and (iii) the percent that the principal amount
of the Class of Notes owned represents of the outstanding
principal amount of the Class of Notes. The
information set forth in the table is based upon information
obtained by the Trust Manager from the Trustee and from
The Depository Trust Company as of August 28, 2002. The
Trust Manager is not aware of any Schedules 13D or 13G
filed with the Securities and Exchange Commission in
respect of the Notes.
Amount Owned
All dollar amounts are
in thousands
Name and Address
Principal
Percent
Class A Noteholders
Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094
$671,195
48.90%
Boston Safe Deposit and Trust Company
525 William Penn Place, Suite 3631
Pittsburgh, PA 15259
$154,610
11.26%
Citibank, N.A.
3800 Citicorp Center Tampa
Tampa, FL 33610-9122
$234,950
17.12%
Deutshe Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211
$129,645
9.44%
Harris Trust and Savings Bank
11 W.Monroe Street
Chicago, IL 60603
$77,180
5.62%
JPMorgan Chase Bank
14201 Dallas Pkwy
Dallas, Tx 75254
$83,880
6.11%
Class B Noteholders
Deutshe Bank Trust Company Americas
648 Grassmere Park Road
Nashville, TN 37211
$15,000
46.44%
JPMorgan Chase Bank
14201 Dallas Pkwy
Dallas, Tx 75254
$17,300
53.56%
Item 13. Certain Relationships and Related Transactions
The Registrant received Trust Manager Fee payments from the
Trust in accordance with the terms of the Master Trust Deed
and the Series Notice.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a) (1) and (2):
Incorporated herein as Exhibit 99.1 are the aggregate totals
of the Noteholders Reports to the Trust for the fiscal
year ended June 30, 2002. Copies of the Custodial Services
Audit Report and Officers Certificate of Compliance are
attached hereto and are incorporated herein by reference as
Exhibit No. 99.2 and Exhibit No. 99.3, respectively.
(a) (3) EXHIBITS
Designation Description Method of Filing
Exhibit 99.1 Aggregate Totals for Fiscal Year 99.1
Exhibit 99.2 Custodial Services Audit Report 99.2
Exhibit 99.3 Officers Certificate of Compliance 99.3
(b) On October 24, 2001, January 23, 2002, May 3,
2002 and July 24, 2002 reports on form 8-K were filed by the
company during the preceding fiscal year in order to provide
the statements for quarterly distributions to the
noteholders. No other reports on form 8-K have been filed
during the last fiscal year covered by this report.
Documents incorporated by reference
Form 8-K for the October 19, 2001 Payment Date
Form 8-K for the January 22, 2002 Payment Date
Form 8-K for the April 19, 2002 Payment Date
Form 8-K for the July 19, 2002 Payment Date
Exhibit 99.1
AGGREGATE TOTALS FOR THE FISCAL YEAR
NOTEHOLDERS REPORT - SERIES 1998-1G WST TRUST
Date of Report - Determination Date 15-Jul-02
Housing Loan Collection Period 10-Jul-01 to 09-Jul-02
(inclusive) (inclusive)
Days in Collection Period 365
Coupon Period 19-Jul-01 to 19-Jul-02
(inclusive) (exclusive)
Days in Coupon Period 365
3 month BBSW (average) 4.5717%
3 month USD-LIBOR (average) 2.4929%
Foreign Exchange Rate 0.6235
AUD
Available Income 49,171,344
Total Available Funds 49,171,344
Accrued Interest Adjustment 0
Redraws Made This Period 85,906,737
Redraw Shortfall 0
Redraw Facility Draw 0
RFS Issued This Period 0
Trust Expenses 2,240,075
Total Payments 42,227,142
Payment Shortfall 0
Principal Draw This Period 0
Total Principal Draws Outstanding 0
Gross Principal Collections 372,399,964
Principal Collections 286,493,227
Excess Available Income 6,944,202
Excess Collections Distribution 6,944,202
Liquidity Shortfall 0
Liquidity Net Draw / (Repayment) 0
Remaining Liquidity Shortfall 0
Liquidation Loss 0
Principal Charge Offs 0
Prepayment Benefit Shortfalls 0
Avg Daily Bal for the year 709,497,575
Subordinated Percentage 5.2769%
Initial Subordinated Percentage 2.3000%
Average Yearly Percentage 0.5143%
Stated Amount - AUD Equivalent Percentage Forex %
Class A 545,065,127.18 94.72309% 1.00000
Class B 32,036,167.68 5.27691%
RFS 0.00 0.00000
TOTAL 577,101,294.86 100.00000% 100.00000
Stated Amount - USD Bond Factor
Class A 339,872,774.07 0.2475944 0.00
Class B 19,976,000.37 0.6184520 0.00
RFS 0.00 0.00
TOTAL 359,848,774.44 0.2561201
$A
Scheduled principal 30,154,693
Unscheduled principal 252,335,148
----------------
Principal Collections 282,489,841
----------------
Fixed Interest Rate Housing Loan 90,691,557
Variable Rate Housing Loans 486,409,738
-----------------
577,101,295
-----------------
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
Level 25
60 Martin Place
Sydney NSW 2000
Attention: Mr Andrew Carriline
Dear Sirs
Scope
We have audited the control procedures of The Mortgage
Company Pty Limited (the "Servicer") in relation to its
role as custodian as at 25 February 2002 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 25 February
2002 based on the criteria referred to above.
/s/ PricewaterhouseCoopers
- --------------------------------------
PricewaterhouseCoopers
Chartered Accountants
/s/ MJ Codling
- -----------------------
Partner
Sydney, 7 March 2002
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, 2001 and
June 30, 2002.
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 4 September 2002
/s/ Chris Bannister
----------------
By: Chris Bannister
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/ Peter Walden - Director
____________________________________________________
4 September 2002
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/ Chris Bannister - Director
____________________________________________________
4 September 2002
By /s/ Rob Whitfield - Director
____________________________________________________
4 September 2002
CIVIL CERTIFICATION
SERIES 1998-1G WST TRUST
I, Peter Walden, Director and Principal Financial
Officer of Westpac Securitisation Management Pty
Limited, certify that:
1. I have reviewed this annual report on Form 10-K,
and all reports on Form 8-K containing Noteholder
Reports filed in respect of periods included in
the year covered by this annual report, of Westpac
Securitisation Management Pty Limited (the Trust
Manager and Registrant);
2. Based on my knowledge, the information in these
reports, taken as a whole, does not contain any
untrue statement of material fact or omit to state
a material fact necessary to make the statements
made in light of the circumstances under which such
statement were made, not misleading as of the last
day of the period covered by this annual report;
3. Based on my knowledge, the noteholder information
required to be provided to the Trustee by the Trust
Manager under the Transaction Documents are included
in these reports;
Signature: /s/ Peter Walden
_____________________________
4 September 2002
Title: Principal Financial Officer