Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
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(Mark One)
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x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2013
or
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________________ to _________________________
333-105666-01
(Commission file number of Issuing Entity)
NISSAN MASTER OWNER TRUST RECEIVABLES
(Exact name of issuing entity specified in its charter)
333-105666
(Commission file number of Depositor)
NISSAN WHOLESALE RECEIVABLE CORPORATION II
(Exact name of depositor as specified in its charter)
NISSAN MOTOR ACCEPTANCE CORPORATION
(Exact name of sponsor as specified in its charter)
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DELAWARE
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Nissan Master Owner Trust Receivables 51-6538952
Nissan Wholesale Receivables Corporation 65-1184628
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(State or other jurisdiction of incorporation or organization of the Issuing Entity)
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(I.R.S. Employer
Identification No.)
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One Nissan Way, Franklin, Tennessee 37067
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (615) 725-1122
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 xNo o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer: o Accelerated Filer: o
Non-Accelerated Filer: x Smaller reporting company: o
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o 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 price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
This Amendment No. 1 amends the Annual Report on Form 10-K for the fiscal year ended March 31, 2013 (“Amendment No. 1”), which we filed with the Securities and Exchange Commission (“the SEC”) on June 27, 2013 (the “Original Filing”) and is being filed for the purposes of amending and restating Exhibit 34.1 (Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)).
We have made no attempt in this Amendment No. 1 to modify or update the disclosures presented in the Original Filing other than as noted above. Also, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing.
PART I
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
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(A)
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Item 1. Business.
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(B)
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Item 1A. Risk Factors.
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(C)
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Item 2. Properties.
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(D)
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Item 3. Legal Proceedings.
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(E)
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Item 4. Mine Safety Disclosures.
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Item 1B. Unresolved Staff Comments.
Not applicable
PART II
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
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(A)
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Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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(B)
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Item 6. Selected Financial Data.
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(C)
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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(D)
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
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(E)
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Item 8. Financial Statements and Supplementary Data.
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(F)
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
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(G)
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Item 9A. Controls and Procedures.
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Item 9B.
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Other Information.
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No other information.
PART III
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
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(A)
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Item 10. Directors, Executive Officers and Corporate Governance.
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(B)
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Item 11. Executive Compensation.
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(C)
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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(D)
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
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(E)
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Item 14. Principal Accountant Fees and Services.
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SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions
Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB, Compliance with applicable Servicing Criteria
The Servicer and the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the Depositor as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicer and the Indenture Trustee has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which reports are also attached as exhibits to this Form 10-K. Neither the Indenture Trustee’s Servicing Assessment Report nor the Indenture Trustee’s Attestation Report has identified any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.
The Servicer has complied, in all material respects, with the Applicable Servicing Criteria.
Item 1123 of Regulation AB, Servicer Compliance Statement
The Servicer has completed a statement of compliance with its activities during the reporting period and of its performance under the applicable servicing agreement (a “Compliance Statement”), signed by an authorized officer of the Servicer. The Compliance Statement is attached as Exhibit 35.1 to this Form 10-K.
PART IV
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Item 15.
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Exhibits and Financial Statement Schedules.
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(a)(1)
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Not applicable.
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(a)(2)
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Not applicable.
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(a)(3)
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The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
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(b)
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The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
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(c)
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Not applicable.
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Supplemental information to be furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants which have not Registered Securities Pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to securityholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM 10-K:
Item 1112(b) of Regulation AB, Significant Obligors of Pool Assets (Financial Information).
Not applicable.
Items 1114(b)(2) of Regulation AB, Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers – Financial Information).
Not applicable.
Items 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
Not applicable.
Item 1117 of Regulation AB, Legal Proceedings.
There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against Nissan Motor Acceptance Corporation (“NMAC” or the “Servicer” and “Sponsor”), Nissan Wholesale Receivables Corporation II (the “Depositor”), U.S. Bank National Association (the “Indenture Trustee”), Wilmington Trust Company (the “Owner Trustee”), Nissan Master Owner Trust Receivables (the “Issuing Entity”), or any property thereof, that are or would be material to holders of the notes.
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.
NISSAN MASTER OWNER TRUST RECEIVABLES
By: Nissan Motor Acceptance Corporation,
as servicer
By: /s/ Mark Kaczynski__________________
Mark Kaczynski
President and Chief Executive Officer
(senior officer in charge of the servicing function)
Date: July 2, 2013
EXHIBIT INDEX
The following exhibits are filed as part of this annual report or, where indicated, were heretofore filed and are hereby incorporated by reference.
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Exhibit No.
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3.1
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Restated Certificate of Incorporation of NWRC II
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3.2
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Bylaws of NWRC II
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4.1
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Series 2012-A Indenture Supplement, dated as of May 23, 2012, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 24, 2012, File No. 333-105666-01)
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4.2
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Series 2012-B Indenture Supplement, dated as of May 23, 2012, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated May 24, 2012, File No. 333-105666-01)
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4.3
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Series 2013-A Indenture Supplement, dated as of February 28, 2013, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated March 1, 2013, File No. 333-105666-01)
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10.1
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Agreement of Modifications to Transaction Documents, dated as of February 12, 2010, among Nissan Master Owner Trust Receivables, NMAC, as Servicer, NWRC II, as Transferor and the Owner Trustee (incorporated by reference to Registrant’s Form S-3/A, Registration File Number 333-166449, filed on January 24, 2011)
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10.2
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Second Agreement of Modification of Transaction Documents, dated as of May 23, 2012, by and between the Issuing Entity, NMAC, as servicer, NWRC II, the Indenture Trustee and the Owner Trustee (incorporated by reference to Exhibit 10.1 of Form 8-K, dated May 24, 2012, File No. 333-105666-01)
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31.1
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Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d)
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33.1
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Report on Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed Securities of Nissan Motor Acceptance Corporation
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33.2
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Management’s Assertion on Compliance With Regulation AB (U.S. Bank National Association)
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34.1
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Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)
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34.2
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Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)
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35.1
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Servicer Compliance Statement of Nissan Motor Acceptance Corporation
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99.1
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Annual Servicer’s Certificate Provided by Nissan Motor Acceptance Corporation to Holders of Notes
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