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 March 31, 2005
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 333-53662
Fleet Home Equity Loan, LLC
as Depositor on behalf of
Fleet Home Equity Loan Trust
2003-1
(Exact name of registrant
as specified in its charter)
Delaware
04-3544150
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification
No.)
100 Federal Street, Boston,
Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (617) 434-2200.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
None
Name of each exchange on which
registered
N/A
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
None
Name of each exchange on which
registered
N/A
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.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.) Yes[ ] No [X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked prices of such common
equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter: None
Indicate the number of shares outstanding of the registrant's classes of
common stock, as of the latest practicable date: None.
Documents Incorporated By Reference:
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g. annual report to security holders
for fiscal year ended December 24, 1980).
No documents incorporated by reference.
PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
Information concerning Fleet Home Equity Loan Trust 2003-1 (the
"Trust") is set forth in the Current Reports on Form 8-K dated May
20, 2004 through April 20, 2005, as filed by the Registrant.
As of March 31, 2005, approximately 0.49% of the accounts and 0.74% of the
Principal Receivables in the Trust were 30 days or more delinquent. Of such
amount, Accounts designated to the Trust having a principal balance of
$2,163,300 or approximately 0.58% of all Principal Receivables were delinquent
30-59 days; Accounts designated to the Trust having a principal balance of
$290,210 or approximately 0.08% of all Principal Receivables were delinquent
60-89 days; and Accounts designated to the Trust having a principal balance of
$302,255, or approximately 0.08% of all Principal Receivables were delinquent
90 days or more.
The aggregate Investor Charge-off Amount was $163,721 for the year ended March
31, 2005.
Supplemental Trust Information is presented in Exhibit 99.1 to this Annual
Report.
Item 3. Legal Proceedings.
There are no material pending legal proceedings with respect to the Trust
involving either the Trust, Wilmington Trust Company, a Delaware banking
corporation, as owner trustee (the "Owner Trustee"), U.S. Bank
National Association, as indenture trustee (the "Indenture Trustee"),
Fleet Home Equity Loan, LLC (the "Depositor") or Fleet National Bank
other than ordinary or routine litigation incidental to the Owner Trustee's,
the Indenture Trustee's, the Depositor's, or Fleet National Bank's duties under
the Sale and Servicing Agreement dated as of April 15, 2003 (the "Sale and
Servicing Agreement"), among the Depositor, the Trust, Fleet National
Bank, as Seller and Servicer, and the Indenture Trustee.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
(a) There is no established public trading market for the Securities.
(b) At March 31, 2005 there were 22 holders of record of the Fleet Home
Equity Loan Asset-Backed Notes, Series 2003-1 (the
"Securities").
(c) Not applicable.
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.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B. Other Information.
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 and Related Stockholder Matters.
(a). The Securities are represented by one or more securities
registered in the name of Cede & Co., the nominee of the Depository Trust
Company, and an investor holding an interest in the Trust is not entitled to
receive a certificate representing such interest except in limited
circumstances set forth in the Sale and Servicing Agreement. Accordingly, Cede
& Co. is the sole holder of record of the Securities, which it holds on
behalf of brokers, dealers, banks and other direct participants in the
Depository Trust Company system. Such direct participants may hold securities
for their own accounts or for the accounts of their customers. The name and
address of Cede & Co. is Cede & Co., c/o the Depository Trust Company,
55 Water Street, New York, New York 10041. At March 31, 2005, the following
direct Depository Trust Company participants held positions in Securities
representing interests in the Trust equal to or exceeding 5% of the total
principal amount of the Securities of each Series outstanding on the date. The
information on positions held by the Depository Trust Company participants has
been provided by the Depository Trust Company.
(a) (i). Each holder of record at March 31, 2005 of more than five
percent (5%) of the Securities is indicated below:
Name and Address of Holder
Percent of
Securities Held
Dollar Amount of
Securities Held (000’s)
State Street Bank & Trust
1776 Heritage Dr.
No. Quincy, MA 02171
34.54%
$267,946
JPMorgan Chase Bank
14201 Dallas Parkway
Dallas, TX 75254
22.51%
$174,594
Bank of New York
One Wall Street
New York, NY 10286
8.87%
$68,826
Harris Trust and Savings Bank
111 W. Monroe Street
Chicago, IL 60603
7.09%
$55,000
Northern Trust
801 S. Canal
Chicago, IL 60607
5.81%
$45,075
Citibank, N.A.
3800 Citibank Center B3-15
Tampa, FL 33610
5.25%
$40,767
UBS AG
677 Washington Blvd
Stamford, CT 06901
5.16%
$40,000
(b) Not applicable.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
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)
None
(2)
None
(3)
Exhibit 31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and relevant rules and regulations of the Commission
Exhibit 99.1
Supplementary Trust Data relating to performance of the Trust
Exhibit 99.2
Annual Officer's Certificate
Exhibit 99.3
Report of Independent Accountants
Exhibit 99.4
Management Report on Internal Control over the Servicing of Securitized
Mortgage Loans and on Compliance with Specified Servicing Requirements
(b) Reports on Form 8-K
The following reports on Form 8-K were filed by the registrant with respect to
Monthly Periods and events occurring during the year ended March 31, 2005:
Date
Items
Description
05/20/04
2
Monthly Reports for April 2004
06/21/04
2
Monthly Reports for May 2004
07/20/04
2
Monthly Reports for June 2004
08/20/04
2
Monthly Reports for July 2004
09/20/04
9.01
Monthly Reports for August 2004
10/20/04
9.01
Monthly Reports for September 2004
11/22/04
9.01
Monthly Reports for October 2004
12/20/04
9.01
Monthly Reports for November 2004
01/20/05
9.01
Monthly Reports for December 2004
02/22/05
9.01
Monthly Reports for January 2005
03/21/05
9.01
Monthly Reports for February 2005
04/20/05
9.01
Monthly Reports for March 2005
(c) Exhibits
Exhibit No.
Description of Exhibit
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and relevant rules and regulations of the Commission
99.1
Supplementary Trust Data
99.2
Annual Officer’s Certificate
99.3
Report of Independent Accountants
99.4
Management Report on Internal Control over the Servicing of Securitized
Mortgage Loans and on Compliance with Specified Servicing Requirements
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.
Fleet Home Equity Loan, LLC
As Depositor on behalf of Fleet
Home Equity Loan Trust 2003-1
Date: May 30, 2005
By: /s/ Gretchen Hefner
Gretchen Hefner
Senior Vice President
INDEX TO EXHIBITS
Exhibit Number
Description of Exhibit
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and relevant rules and regulations of the Commission
99.1
Supplementary Trust Data
99.2
Annual Officer’s Certificate
99.3
Report of Independent Accountants
99.4
Management Report on Internal Control over the Servicing of Securitized
Mortgage Loans and on Compliance with Specified Servicing Requirements