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 September 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
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Commission file number 333-54988
ANZ Capel Court Limited
- ------------------------------------------------------------------
(Exact name of registrant as specified in its
charter)
Australia N/A
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Level 12
530 Collins Street
Melbourne Victoria 3000
AUSTRALIA N/A
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (61 3) 9273 3173
-----------------
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
Kingfisher Trust 2001-1G (the "Trust") and the Class
A Residential Mortgage Backed Floating Rate
Notes (the "Notes") issued pursuant to the Note Trust
Deed dated May 18, 2001, between Perpetual Trustee
Company Limited, as Trustee (the "Issuer Trustee"); ANZ
Capel Court Limited (the "Trust Manager") as Trust
Manager; and The Bank of New York, New York Branch as
Principal Paying Agent (the "Note Trustee").
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 and as amended
on Form 424B1(File No.333-54988)(the "Registration Statement").
Accordingly, there is no relevant information to
report in response to Item 101 of Regulation S-K.
Item 2. Properties
The property of the Trust consists solely of residential
mortgage loans.
Information concerning such property can be found in the
Trust's Investor Reports and Prospectus filed with the
Securities and Exchange Commission by the Registrant under
Forms 8-K and 424B1 respectively.
Item 3. Legal Proceedings.
The Registrant knows of no material legal proceedings
involving the Issuer Trustee, the Servicer or the Registrant
with respect to the Trust which were pending as of
September 30, 2002, or as of the date of this report
other than routine litigation incidental to the duties
of the respective parties.
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 quarterly Investor Reports, which are 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 Investor Reports for the Payment Dates in December 2001,
March 2002, June 2002 and September 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 Investor 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 or for the account of 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 Providers
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
Investor Reports (filed under Current Reports on Form
8-K) and the aggregated totals for the fiscal year
incorporated herein as Exhibit No. 99.1. 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.
All of the Class A Noteholders maintained their security
positions with the Depository Trust Company. While some of
the Noteholders security positions in the Trust may exceed
5% of the outstanding amount of the Notes, such Notes do not
constitute voting securities within the meaning of Item 403
of Regulation S-K.
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 Supplemental Deed.
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 Investor Reports to the Trust for the fiscal
year ended September 30, 2002. A Copy of the Officers Certificate
of Compliance is attached hereto and is incorporated herein by
reference as Exhibit No. 99.2.
(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 December 28, 2001, March 22, 2002, June 21,
2002 and September 20, 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 December 20, 2001 Payment Date
Form 8-K for the March 20, 2002 Payment Date
Form 8-K for the June 20, 2002 Payment Date
Form 8-K for the September 20, 2002 Payment Date
Exhibit 99.1
AGGREGATE TOTALS FOR THE FISCAL YEAR
INVESTOR REPORT - KINGFISHER TRUST 2001-1G
Interest Periods Collection Periods
From 20 September 2001 31 August 2001
To 20 September 2002 2 September 2002
No: of days 365 days 367 days
Principal & Coupon details
Class A Notes Class B Notes
Face Value USD 1,000,000,000.00 AUD 41,500,000.00
Opening Principal Balance USD 928,121,928.06 AUD 41,500,000.00
Opening Note Factor 0.9281 1.0000
Base Rate (Average) (USD LIBOR 3M) 2.1913% (BBSW 3M) 4.5829%
Margin 0.1800% 0.5000%
Base Rate + Margin (Average) 2.3713% 5.0829%
Interest Payment USD 19,782,249.66 2,110,293.53
Principal Payment USD 289,252,062.30 0.00
Closing Principal Balance USD 638,869,865.76 AUD 41,500,000.00
Closing Note Factor 0.6389 1.0000
Moody's Current Rating Aaa
S&P Current Rating AAA AA-
Fitch Current Rating AAA AA-
Foreign Exchange Rate 0.5180
Available Income AUD 93,850,938.08
Total Available Funds AUD 93,850,938.08
Trust Expenses AUD 86,335,125.21
Excess Income Distributed AUD 7,515,812.87
Gross Principal Collections AUD 571,354,247.33
Redraws Made AUD 12,952,582.66
Principal Distributed AUD 558,401,664.67
Exhibit 99.2
BDO Chartered Accountants Letterhead
DOCUMENT CUSTODY AUDIT REPORT
To the Manager
Primary Markets Group
ANZ Capel Court
Level 6, 530 Collins Street,
MELBOURNE VIC 3000
Scope
We have audited the control procedures of the Custodian in relation to
its role as custodian as at 31 January 2002 in order to express an opinion
about their effectiveness based upon the requirements of Section 7.5 of the
Kingfisher Trust 2001-1G Supplemental Trust Deed.
Unless otherwise defined, terms and phrases have the same definition as
those appearing in the Kingfisher Trust 2001-1G Transaction Documentation.
The criteria required by Section 7.6 of the Deed are that:
(i) the purchased receivables and related securities forming part of the
assets of the Trust are capable of identification and are
distinguishable from the other assets of the Custodian;
(ii) controls exist such that the title documents relating to such purchased
receivables and related securities may not be removed or tampered with
except with appropriate authorisation;
(iii) an appropriate tracking system is in place and such that the location
of the security packets containing the title documents in respect of
the purchased receivables and related securities of the Trust can be
detected at any time and the location of the title documents can be
detected at any time; and
(iv) to confirm the accuracy of the Servicer's Statement in respect of the
purchased receivables and related securities.
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 Custodians 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 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 then those mentioned, or for any purpose other than that for which
it is 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 the 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 express in this report has been formed on the above basis.
Audit Opinion
In our opinion, based upon the criteria specified above, the rating for
the Custodian is "good" as at 31 January 2002, as described in section 7.7
of the Supplementary Trust Deed of Kingfisher Trust 2001-1G.
BDO
Chartered Accountants
Robert D D Collie
Partner
Melbourne, 5 April 2002.
CC: Clare Heaton
Perpetual Trustee Company Limited
Exhibit 99.3
ANZ CAPEL COURT LIMITED
OFFICER'S CERTIFICATE OF COMPLIANCE
20 December, 2002
Ms Laura Shields
Relationship Manager, Global Structured Finance Unit
The Bank of New York
101 Barclay Street, 21 West
New York, NY 10286
United States of America
Dear Ms Shields,
Re: Kingfisher Trust 2001-1G Note Trust Deed - Certificate of Compliance
Pursuant to clause 7.1(d) of the Kingfisher Trust 2001-1G Note Trust Deed
("Note Trust Deed") dated 18 May 2001 between Perpetual Trustee Company Ltd
(the "Trustee"), ANZ Capel Court Ltd (the "Trust Manager") and The Bank of
New York, New York Branch (the "Note Trustee") and s.314(a)(4) of the Trust
Indenture Act of 1939, the undersigned officer of the Trust Manager certifies:
(i) I am a duly appointed, qualified and acting director of the Trust
Manager;
(ii) I am duly authorised to execute and deliver this Officer's Certificate
on behalf of the Trust Manager; and
(iii) The Trust Manager has complied with all conditions, covenants and
provisions under the Note Trust Deed during the period between 1 October
2001 and 30 September 2002;
(iv) The following events in respect of the Kingfisher Trust 2001-1G have
not occurred during the period between 1 October 2001 and 30 September 2002:
(a) Event of Default;
(b) Title Perfection Event;
(c) Servicer Termination Event;
(d) Trust Manager's Default; or
(e) Trustee's Default.
Dated: 20 December, 2002
SIGNED for and on behalf of
ANZ CAPEL COURT LIMITED
(ABN 30 004 768 807 )
)
By: Grahame Miller )
) _________________
Title: Managing Director )
)
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) ANZ Capel Court Limited
____________________________________________________
By /s/ Grahame Miller - Managing Director
____________________________________________________
December 20, 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/ Grahame Miller - Managing Director
____________________________________________________
December 20, 2002
By /s/ Rick Sawers - Director
____________________________________________________
December 20, 2002
CIVIL CERTIFICATION
Kingfisher Trust 2001-1G
I, Grahame Miller, Managing Director and Principal Financial
Officer of ANZ Capel Court Limited, certify that:
1. I have reviewed this annual report on Form 10-K,and all
reports on Form 8-K containing Investor Reports filed in
respect of periods included in the year covered by this annual
report, of ANZ Capel Court 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 Issuer Trustee and the Note Trustee by
the Trust Manager under the Kingfisher Trust 2001-1G Transaction
Documents are included in these reports;
4. I am responsible for reviewing the activities performed by the
Trust Manager under the Transaction Documents and the Trust Manager
has fulfilled its servicing obligations and met the minimum
servicing standards in respect of the Kingfisher Trust 2001-1G
in the year covered by this annual report.
Signature: /s/ Grahame Miller
_____________________________
December 20, 2002
Title: Managing Director