10-K 1 d10k.txt ANNUAL REPORT 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 January 31, 2002. ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-52660 Ryder Vehicle Lease Trust 2001-A (Exact name of registrant as specified in its charter) Delaware 65-6359417 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3600 NW 82/nd/ Avenue, Miami, Florida 33166 (Address of principal executive offices) (Zip Code) (305) 500-3726 (Registrant's telephone number, including area code) 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) State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked price of such stock, as of a specific date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 C.F.R. 230.405): Not Applicable Documents incorporated by reference: None. * The registrant is an entity that has been organized specifically to issue asset-backed securities. Various substantially similarly situated issuers have been issued no-action letters (the "No-Action Letters") by the Commission with respect to the application of certain of the reporting requirements pursuant to Section 13 or 15(d) of the Act. This Form 10-K has been prepared based upon the general guidance provided by such No-Action Letters. The registrant has not made a request for a separate no-action letter. 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 Operations Item 8. Financial Statements and Supplementary Data Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation PART III Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions PART IV Item 14. Exhibits and Reports on Form 8-K Signatures 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 INDEX TO EXHIBITS PART I ITEM 1. BUSINESS Ryder Vehicle Lease Trust 2001-A (the "Trust"), a Delaware business trust, was formed pursuant to a trust agreement dated as of December 19, 2000, as amended and restated by an amended and restated trust agreement, dated as of February 1, 2001 (the "Trust Agreement"), between Ryder Funding II LP and Chase Manhattan Bank USA, National Association, a national banking association, as owner trustee. The Trust was organized under the Delaware Business Trust Act in connection with issuance of the senior notes described below, and the related subordinated notes and certificates issued by the Trust, and may only engage in such business as is specifically authorized in accordance with the terms of the Trust Agreement. The certificates represent undivided beneficial interests in the Trust, and the senior notes and the subordinated notes represent obligations of, and are secured by, the assets of the Trust pursuant to an indenture, dated as of February 1, 2001, between the Trust and U.S. Bank National Association, a national banking association, as indenture trustee. The Trust has registered under the Securities Act of 1933, as amended, and sold the following senior notes:
Security Description Original Principal Amount Interest Rate per Annum Asset Backed Senior Notes, Class A-1 $ 40,133,000 5.2113% Asset Backed Senior Notes, Class A-2 $ 97,000,000 5.15% Asset Backed Senior Notes, Class A-3 $ 75,000,000 5.52% Asset Backed Senior Notes, Class A-4 $ 94,000,000 5.81% Asset Backed Senior Notes, Class A-5 $103,739,000 6.17%
The Trust generally applies the collected payments described below under "Item 2. Properties" to pay interest and principal on the senior notes, subordinated notes and certificates issued by the Trust. The Trust prepares a payment date certificate (i.e., a quarterly report to investors) for each three-month collection period. ITEM 2. PROPERTIES The assets of the Trust principally consist of the following: . a 99% beneficial interest in special units of beneficial interest (collectively, the "SUBI"), which evidences a beneficial interest in certain vehicle and lease assets of Ryder Truck Rental LT ("Origination Trust"); . the right to payments under the SUBI from certain sales proceeds on deposit in a SUBI collection account and a residual value surplus account and investment earnings (net of losses and investment expenses) on amounts on deposit in the SUBI collection account and the residual value surplus account; . the rights of the Trust under a program operating lease; and . other rights as conveyed by the trust agreement; all as described more fully in the registration statement for the senior notes (File No. 333-52660, declared effective on February 22, 2001). The assets of the Origination Trust principally consist of full service operating leases ("Leases") assigned to the Origination Trust by Ryder Truck Rental, Inc. ("RTR"), the commercial trucks, highway tractors and trailers leased under those Leases ("Vehicles") and certain payments under the Leases and proceeds from the sale of Vehicles. The primary business purpose of the Origination Trust is to acquire from or at the direction of RTR, and serve as record holder of title to, the Leases and Vehicles, in order to facilitate the titling of the vehicles in conjunction with asset-backed securities transactions. The Trust receives payments on the program operating lease in an amount generally equal to payments made on or for those Leases and Vehicles represented by the SUBI in each three-month collection period. The Trust generally applies these collected payments to pay interest and principal on the senior notes, subordinated notes and certificates, in accordance with their terms. ITEM 3. LEGAL PROCEEDINGS As of January 31, 2002, there were no material legal proceedings with respect to the Trust or the Origination Trust. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. Part II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Trust does not issue common shares or stock. The Depository Trust Company is registered holder of all of the Trust's senior notes. Ryder Funding II LP is the registered holder of all of the Trust's subordinated notes and 1% of the certificates. The remaining certificates have been issued in a transaction not involving any public offering. To the best knowledge of the registrant, there is no established public trading market for the certificates. ITEM 6. SELECTED FINANCIAL DATA Not applicable. See Item 14 "Exhibits" for financial information related to the Trust. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not applicable. See Item 14 "Exhibits" for financial information related to the Trust. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Not applicable. See Item 14 "Exhibits" for financial information related to the Trust. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Not applicable. ITEM 11. EXECUTIVE COMPENSATION Not applicable. PART III ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Ryder Funding II LP is the beneficial holder of all of the Trust's subordinated notes and 1% of its certificates. The remaining certificates have been issued in a transaction not involving any public offering. The following entities own more than 5% of the specified class of the Trust's senior notes. These positions are held through participation accounts at the Depository Trust Company ("DTC"). The administrative agent for the Trust has not been advised that any such DTC participants are beneficial owners.
Title of Class Name and Address of Owner Principal Amount Percent of Class Senior Notes, Class A-2: The Bank of New York $ 3,594,000 6% 925 Patterson Plank Rd. Secaucus, NJ 07094 HSBC Bank USA Republic Investment Account $ 4,792,000 8% 452 5/th/ Avenue 14/th/ Floor New York, NY 10018 HSBC Bank USA Treasury Investment $ 7,187,000 13% 140 Broadway Level A New York, NY 10015 JP Morgan Chase Bank $ 3,594,000 6% c/o JP Morgan Investor Services 14201 Dallas Parkway 12/th/ Floor Mail Code 121 Dallas, TX 75240 State Street Bank and $38,932,000 67% Trust Company 1776 Heritage Dr. No. Quincy, MA 02171
Senior Notes, Class A-3: The Bank of New York $ 465,000 1% 925 Patterson Plank Rd. Secaucus, NJ 07094 Bank One Trust $ 1,130,000 2% Company, N.A. 340 South Cleveland Ave. Building 350 Columbus, OH 43240 Boston Safe Deposit and $ 2,720,000 3% Trust Company 525 William Penn Place Suite 3631 Pittsburgh, PA 15259 JP Morgan Chase Bank $19,100,000 25% c/o JP Morgan Investor Services 14201 Dallas Parkway 12/th/ Floor Mail Code 121 Dallas, TX 75240 Mercantile-Safe Deposit & $ 565,000 1% Trust Company 766 Old Hammonds Ferry Rd. Linthicum, MD 21090 Merrill Lynch, Pierce Fenner $36,000,000 48% & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854 Northern Trust Company $ 3,590,000 5% 801 S. Canal C-IN Proxy Unit #230-20 Chicago, IL 60607 State Street Bank and $11,430,000 15% Trust Company 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171
Senior Notes, Class A-4: Allfirst Bank $ 320,000 *1% 100 E. Pratt Street 17/th/ Floor Baltimore, MD 21202 Bank of New York $17,490,000 18% 925 Patterson Plank Rd. Secaucus, NJ 07094 Bank One Trust Company $ 245,000 *1% 340 South Cleveland Ave. Building 350 Columbus, OH 43240 Bankers Trust Company $ 4,705,000 5% 648 Grassmere Park Rd. Nashville, TN 37211 Boston Safe Deposit and $ 6,310,000 7% Trust Company 525 William Penn Place Suite 3631 Pittsburgh, PA 15259 First Union National Bank $ 360,000 *1% One World Trade Center 47/th/ Floor New York, NY 10048 First Union National Bank $ 790,000 1% Philadelphia Main 123 South Broad Street Philadelphia, PA 19109 HSBC Bank USA $ 725,000 1% One Hanson Place Lower Level Brooklyn, NY 11243 Investors Bank & Trust $ 1,020,000 1% Institutional Custody 200 Clarendon Street 9/th/ Floor Corporate Actions Unit/TOP57 Boston, MA 02116
* means less than Senior Notes, Class A-4: JP Morgan Chase Bank $ 955,000 1% (continued) Fiduciary Trust Company International Two World Trade Center 96/th/ Floor New York, NY 10048 Keybank, N.A. $ 150,000 *1% 4900 Tiedeman Rd. Brooklyn, OH 44144 PNC Bank, N.A. $ 940,000 1% 1600 Market Street 29/th/ Floor Philadelphia, PA 19103 M&I Marshall & Ilsley Bank $ 875,000 1% c/o ADP Proxy Services 51 Mercedes Way Edgewood, NY 11717 Merrill Lynch, Pierce Fenner $52,000,000 55% & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854 Morgan, Keegan $ 200,000 *1% & Company, Inc. 50 North Front Street Memphis, TN 38103 State Street Bank and $ 6,875,000 7% Trust Company 1776 Heritage Dr Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 Wachovia Bank, N.A. $ 40,000 *1% 100 N. Main Street Winston-Salem, NC 27150
* means less than Senior Notes, Class A-5: The Bank of New York $19,739,000 19% 925 Patterson Plank Rd. Secaucus, NJ 07094 Merrill Lynch, Pierce Fenner $59,000,000 57% & Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854 Merrill Lynch, Pierce Fenner $25,000,000 24% & Smith, Inc. 101 Hudson Street 9/th/ Floor Jersey City, NJ 07302
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There were no transactions of the type described in Regulation S-K, Item 404(a)(3) between the Trust and any 5% beneficial owner of the senior notes. PART IV ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K The following exhibits are filed with this report: 99.5 Annual Officer's Certificate 99.6 Summary of Quarterly Reports to Investors Current Reports on Form 8-K filed by the registrant during the last quarter of the fiscal year ended January 31, 2002: During the fourth quarter of the fiscal year ended January 31, 2002, the Company filed a report on Form 8-K on November 9, 2001: Item 5. Other Events - The Quarterly Report to Investors (Payment Date Certificate) for the quarter ended October 31, 2001 was delivered to the trustee of the Ryder Vehicle Lease Trust 2001-A November 9, 2001. Item 7. Financial Statements and Exhibits - Exhibit 99.1: Quarterly Report to Investors (Payment Date Certificate) for the quarter ended October 31, 2001. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RYDER VEHICLE LEASE TRUST 2001-A (Registrant) Date: April 17, 2002 /s/ W. Daniel Susik ------------------- W. Daniel Susik Senior Vice President and Treasurer Ryder Truck Rental, Inc. (Duly Authorized Officer of the Administrator on behalf of the Trust) 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 The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form. INDEX TO EXHIBITS Exhibit Number Description of Exhibit 99.5 Annual Officer's Certificate 99.6 Summary of Quarterly Reports to Investors Note: On an annual basis, an Accountants' Report is prepared that relates to compliance with the requirements of the Administration Agreement. Such report is not being filed because the distribution of such report is restricted to the parties to the Administration Agreement, the Senior Noteholders and the Senior Note Owners. A copy of the report will be provided to the Securities and Exchange Commission upon request, at which time the registrant will request confidential treatment of the report. Senior Noteholders and Senior Note Owners may request a copy of the report in writing directly from the indenture Trustee or the Owner Trustee, as the case may be, at the related Corporate Trust Office.