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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, 2003.

 

¨ 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, Seller

AMSOUTH AUTO TRUST 2000-1, Issuer

(Exact name of registrant as specified in its Charter)

 


 

Delaware   63-1254677
(State of Incorporation)   (I.R.S. Employer Identification No.)

AmSouth Center

1900 Fifth Avenue North

Birmingham, Alabama

  35203
(Address of principal executive offices)   (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  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

 

Documents Incorporated by Reference: None

 



Table of Contents

TABLE OF CONTENTS

 

         PAGE

PART I     

Item 1.

  Business    1

Item 2.

  Properties    1

Item 3.

  Legal Proceedings    1

Item 4.

  Submission of Matters to a Vote of Security Holders    1
PART II     

Item 5.

  Market for Registrant’s Common Equity and Related Stockholder Matters    1

Item 6.

  Selected Financial Data    2

Item 7.

  Management’s Discussion and Analysis of Financial Condition and Results of Operations    2

Item 7a.

  Quantitative and Qualitative Disclosures about Market Risk    2

Item 8.

  Financial Statements and Supplementary Data    2

Item 9.

  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    2

Item 9a.

  Controls and Procedures    2
PART III     

Item 10.

  Directors and Executive Officers of the Registrant    2

Item 11.

  Executive Compensation    2

Item 12.

  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    3

Item 13.

  Certain Relationships and Related Transactions    3

Item 14.

  Principal Accounting Fees and Services    3
PART IV     

Item 15.

  Exhibits, Financial Statement Schedules and Reports on Form 8-K    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.

 

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PART I

 

ITEM 1. BUSINESS

 

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.

 

Due to the limited nature of the business of the Registrant it does not maintain an internet website. However, the Registrant will make available free of charge copies of its filings with the Securities and Exchange Commission upon request to its Treasurer at 205-326-4049.

 

ITEM 2. PROPERTIES

 

See Item 15.

 

ITEM 3. LEGAL PROCEEDINGS

 

There were no material legal proceedings involving the Registrant, the Trust, or any Notes involving the Trustee which were pending at December 31, 2003, 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 fiscal year 2003 for any purpose.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

To the best knowledge of the Registrant, there is no established public trading market for the Notes.

 

(a) As of December 31, 2003, there were no holders of record for the Class A-1 Notes, no holders of record for the Class A-2 Notes, no holders of record for the Class A-3 Notes, 12 holders of record for the Class A-4 Notes, two holders of record for the Class B Notes and one holder of record for the Class C Notes of the Trust.

 

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(b) 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 Item 15 and Exhibit 99.1 for information with respect to distributions to Noteholders.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

Not applicable.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

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.

 

PART III

 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

 

Not applicable.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

Not applicable.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

Title


   Name and Address of
Beneficial Owner


   Amount and Nature of
Beneficial Ownership


  Percent of
Class


 

Certificates

   AmSouth Auto
Receivables LLC
   Directly owns 100% of the
Certificates of the Trust
  100 %

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 

The Registrant received payments from the Trust in accordance with the terms of the Sale and Servicing Agreement.

 

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) and (2):

 

Incorporated herein by reference as Exhibit 99.1 are the Aggregate Trust Data for the year ended December 31, 2003. Copies of the Independent Accountants’ report and the Officer’s Certificate of the Servicer are attached hereto as Exhibits No. 99.2 and 99.3, respectively.

 

(a) (3) EXHIBITS

 

The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

(b) Reports on Form 8-K

 

The following reports on Form 8-K were filed by the Registrant during the year ended December 31, 2003.

 

Servicer’s Report for the month ended:


   Date Filed:

  Items
Reported


January 31, 2003

   February 27, 2003***   5, 7

February 28, 2003

   March 27, 2003***   5, 7

March 31, 2003

   April 29, 2003***   5, 7

April 30, 2003

   May 28, 2003***   5, 7

May 31, 2003

   June 26, 2003***   5, 7

June 30, 2003

   July 29, 2003***   5, 7

July 31, 2003

   August 28, 2003***   5, 7

August 31, 2003

   September 29, 2003***   5, 7

September 30, 2003

   October 29, 2003***   5, 7

October 31, 2003

   November 26, 2003***   5, 7

November 30, 2003

   December 29, 2003***   5, 7

December 31, 2003

   January 28, 2004***   5, 7

*** Incorporated herein by reference

 

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(c) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

(d) Not applicable.

 

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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 29, 2004

 

 

AMSOUTH AUTO TRUST 2000-1

BY: AmSouth Bank, as Administrator

   

By:

 

/s/    Donald R. Kimble


   

Name:

 

Donald R. Kimble

   

Title:

 

Executive Vice President

 

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Designation

  

Description


   Method of Filing

 
Exhibit 3.1    Amended and Restated Limited Liability Company Agreement of the Registrant    * *
Exhibit 4.1    Form of Indenture between the Issuer and the Indenture Trustee (including forms of Notes)    *  
Exhibit 10.1    Form of Sale and Servicing Agreement among the Registrant, the Servicer and the Issuer    *  
Exhibit 10.2    Form of Receivables Purchase Agreement between an Originator and the Registrant    *  
Exhibit 31    Certification of President of Registrant    31  
Exhibit 99.1    Aggregate Trust Data for the annual period January 1, 2003 – December 31, 2003    99.1  
Exhibit 99.2    Independent Accountants’ Report    99.2  
Exhibit 99.3    Officer’s Certificate of the Servicer    99.3  

* 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).
** 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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