-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UWvr6pOkGMM0s4XtolYLZzwyQ6aDdJR8LD8WnVH803CNftFADjSIp1q8y/iHEG2s 452RZFUj95PyyApb+NxIlQ== 0000950148-00-000580.txt : 20000331 0000950148-00-000580.hdr.sgml : 20000331 ACCESSION NUMBER: 0000950148-00-000580 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFS FINANCIAL 1999 C OWNER TRUST CENTRAL INDEX KEY: 0001087852 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-80423 FILM NUMBER: 588323 BUSINESS ADDRESS: STREET 1: CHASE MANHATTAN BANK DELAWARE TRUSTEE STREET 2: 1201 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19801 MAIL ADDRESS: STREET 1: CHASE MANHATTAN BANK DELAWARE TRUSTEE STREET 2: 1201 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19801 10-K405 1 FORM 10-K405 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 December 31, 1999 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: 333-80423 WFS FINANCIAL 1999-C OWNER TRUST ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 33-0149603 - -------------------------------- ------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) WFS FINANCIAL AUTO LOANS, INC. 23 PASTEUR ROAD IRVINE, CALIFORNIA 92618 - ---------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 753-3000 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 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. [X] DOCUMENTS INCORPORATED BY REFERENCE: None. Exhibit Index is on Page 7. Page 1 of __. 2 ITEM 1. BUSINESS Not applicable. ITEM 2. PROPERTIES On October 26, 1999 the Commission declared effective a Registration Statement on Form S-3 (File No. 333-80423) (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), providing for the issuance by the WFS Financial 1999-C Owner Trust (the "Trust") of the following securities: $224,100,000 of 6.411% Auto Receivable Backed Notes, Class A-1, $149,425,000 of 6.92% Auto Receivable Backed Notes, Class A-2, $73,975,000 of 7.07% Auto Receivable Backed Notes, Class A-3, and $52,500,000 of 7.34% Auto Receivable Backed Certificates. The Class A-1 Notes, Class A-2 Notes and Class A-3 Notes (the "Notes" and together with the Certificates, the "Securities") and the Certificates were issued by the Trust on November 3,1999. The Notes are secured by the assets of the Trust, while the Certificates evidence undivided fractional interests in the assets of the Trust. The Notes and the Certificates were issued in fully-registered form in denominations of $1,000 and integral multiples thereof. As more fully described in the Registration Statement, the assets of the Trust will include (i) a pool of retail installment contracts secured by liens on new and used automobiles and light trucks ("Contracts"), (ii) a financial guaranty insurance policy issued by Financial Security Assurance Inc. (the "Insurer"), and (iii) certain accounts maintained by the Trustee on behalf of the Trust, including all investments held thereby and all income from the investment of funds therein and all proceeds therefrom. Information as to the number of Contracts remaining in the Trust, the aggregate unpaid principal balance thereof, the decrease therein, delinquencies on the Contracts, collections of principal and interest made, fees paid to the Servicer and the amount of the Policies are set forth in the exhibits attached hereto or incorporated herein in response to Item 14, below. ITEM 3. LEGAL PROCEEDINGS The Registrant knows of no material pending legal proceedings with respect to the Trust involving the Trust, the Trustee, the Seller or the Servicer. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matter was submitted to a vote of the holders of the Certificates during the fiscal year covered by this Report. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As of December 31, 1997, there were only two holders of record of the Securities. See also Item 12. Security Ownership of Certain Beneficial Owners and Management. There was no principal market in which the Securities traded. 3 ITEM 6. SELECTED FINANCIAL DATA Omitted. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Omitted. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Omitted. ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT Omitted. ITEM 11. EXECUTIVE COMPENSATION Omitted. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table reflects certain information regarding holders of record (i.e., participants in the DTC System for which Certificates are held of record by Cede & Co.) which beneficially own more than 5% of the Certificates as of February 3, 20000. The dollar and percentage amounts reflected in the table below are based upon the face amount of certificates as of the Closing Date, and do not reflect amortization, if any, since that date. The Registrant does not have any information as to whether the persons listed below hold such Certificates for their own account, partially for their own account and partial for the account of others or solely for the account of others.
Amount of Certificates Percent of Certificates Name and Address of Participant Beneficially Owned Beneficially Owned - ------------------------------- ------------------ ------------------ Bankers Trust $40,975,000 78.8% c/o BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211
4
Amount of Certificates Percent of Certificates Name and Address of Participant Beneficially Owned Beneficially Owned - ------------------------------- ------------------ ------------------ Bank of New York $10,000,000 19.2% 925 Patterson Plank Rd. Secaucus, New Jersey 07094
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There have not been any transactions or series of transactions since the start of the Trust's last fiscal year between the Trust and any Certificateholder which is identified as the beneficial owner of more than 5% of the Certificates in Item 12, above, other than the following: Bankers Trust Company acts as the Indenture Trustee for the Trust pursuant to an Indenture dated as of March 1, 1997 pursuant to which the Notes were issued. The fees paid to the Indenture Trustee are consistent with those paid to unrelated parties acting as indenture trustees in similar transactions. The amount of the fees are not material to the operations or financial condition of the Trust. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this Report: Exhibit Number Description -------------- ----------- 20.1 Current Report on Form 8-K for the January 20, 2000 Distribution Date (incorporated herein by reference to the WFS Financial 1999-C Owner Trust Form 8-K filed on February 15, 2000, file number 333-80423) 20.2 Accountants' Report dated January 18, 2000 20.3 Annual Statement of Compliance by Master Servicer dated January 28, 2000 20.4 Consolidated financial statements of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999 (Incorporate by reference from the Annual Report on Form 10-K of Financial Security Assurance Holdings Inc. for the year ended December 31, 1999 (file # 1-12644) as filed on or about March 24, 2000) 23 Written Consent of PricewaterhouseCoopers LLP (b) Reports on Form 8-K: All reports filed on Form 8-K required to be disclosed are identified above in response to Item 14(a). (c) Omitted. (d) Omitted.
5 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. WFS FINANCIAL 1999-C OWNER TRUST BY: WFS FINANCIAL INC, as Master Servicer Date: March 30, 2000 By: /S/ LEE A. WHATCOTT ---------------------------------- Lee A. Whatcott, Chief Financial Officer 6 INDEX TO EXHIBITS Exhibit No. Description Page 20.1 Current Report on Form 8-K for the January 20, 2000 Distribution Date (incorporated herein by reference to the WFS Financial 1999-C Owner Trust Form 8-K filed on February 15, 2000, file number 333-80423) 20.2 Accountants' Report dated January 18, 2000 20.3 Annual Statement of Compliance by Master Servicer dated January 28, 2000 20.4 Consolidated financial statements of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999 (Incorporate by reference from the Annual Report on Form 10-K of Financial Security Assurance Holdings Inc. for the year ended December 31, 1999 (file # 1-12644) as filed on or about March 24, 2000) 23 Written Consent of PricewaterhouseCoopers LLP
EX-20.2 2 DOCUMENT TO SECURITY HOLDER 1 EXHIBIT 20.2 INDEPENDENT AUDITORS REPORT ON COMPLIANCE Board of Directors WFS Financial Inc We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated statement of financial condition of WFS Financial Inc and Subsidiaries (WFS) as of December 31, 1999 and the related consolidated statements of operations, shareholders' equity and cash flows for the year then ended, and have issued our report thereon dated January 18, 2000. In connection with our audit, nothing came to our attention that caused us to believe that WFS failed to, in all material respects, comply with the terms, covenants, provisions or conditions of the Sale and Servicing Agreements for WFS Financial Auto Loans, Inc. date February 1, 1999, July 1, 1999, November 1, 1999 between Bankers Trust Company, Chase Manhattan Bank, and WFS insofar as they relate to accounting matters. However, it should be noted that our audit was not directed primarily toward obtaining knowledge of noncompliance. This report is intended for the use and information of the Board of Directors and management of WFS, Bankers Trust Company and Chase Manhattan Bank and should not be used for any other purposes. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Los Angeles, California January 18, 2000 EX-20.3 3 DOCUMENT TO SECURITY HOLDER 1 EXHIBIT 20.3 [WFS FINANCIAL LETTERHEAD] 23 PASTEUR P.O. BOX 19733 IRVINE, CA 92613-9733 (949) 727-1000 January 28, 2000 Chase Manhattan Bank of Delaware Moody's Investors Service, Inc. 1201 Market Street 99 Church Street Wilmington, Delaware 19801 New York, NY 10007 Bankers Trust Company Standard & Poor's Ratings Services 4 Albany Street A division of McGraw-Hill, Inc. New York, New York 10006 25 Broadway New York, NY 10004 Financial Security Assurance Inc. 350 Park Avenue New York, New York 10022 Re: Annual Statement as to Compliance for WFS Financial 1999-B Owner Trust Dear Sir or Madam: OFFICERS' CERTIFICATE Pursuant to Section 4.10 of the Sale and Servicing Agreement ("Agreement") dated as of November 1, 1998, and to Section 3.09 of the Indenture ("Indenture"), dated as of the same date, the undersigned officers of WFS Financial Inc. (the "Master Service") certify that: (i) a review of the activities of the Master Servicer since the closing date and of its performance under the Agreement and the Indenture has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Agreement and the Indenture throughout such year and that no default under the Agreement or the Indenture has occurred. /s/ LEE A. WHATCOTT /s/ MARK OLSON - ------------------------------------- ------------------------------------- Lee A. Whatcott Mark Olson Senior Executive Vice President & CFO Senior Vice President & Controller cc: A. Katz, Esq. EX-23 4 CONSENT OF EXPERTS AND COUNSEL 1 EXHIBIT 23 [PRICEWATERHOUSECOOPERS LOGO] CONSENT OF INDEPENDENT ACCOUNTANTS ------------- We consent to the incorporation by reference in the Annual Report on Form 10-K for the year ended December 31, 1999 of WFS Financial 1999-C Owner Trust of our report dated January 25, 2000, except for Note 18, as to which the date is March 14, 2000, on our audits of the consolidated financial statements of Financial Security Assurance Inc. and Subsidiaries as of December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999. /s/ PRICEWATERHOUSECOOPERS LLP PRICEWATERHOUSECOOPERS LLP March 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----