10-K 1 a10k2002a.txt =============================================================================== 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 December 31, 2002 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: 333-51636 Onyx Acceptance Owner Trust 2002-A (Exact name of Registrant as specified in its charter) Delaware 33-0639768 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Onyx Acceptance Financial Corporation 27051 Towne Centre Drive, Suite 100 Foothill Ranch, CA 92610 (Address of principal executive offices)(Zip code) (949) 465-3900 (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 amendments to this Form 10-K. [X] DOCUMENTS INCORPORATED BY REFERENCE 8-Ks described herein under Item 15(b) of this annual Report on Form 10-K. =============================================================================== ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Page Item 1. Business.....................................................2 Item 2. Properties...................................................2 Item 3. Legal Proceedings............................................3 Item 4. Submission of Matters to a Vote of Security Holders..........3 Item 5. Market for Registrant's Common Equity and Related Stockholder Matters: Price Range of Common Stock.........................3 Item 6. Selected Financial Data......................................3 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations....................................3 Item 7A.Quantitative and Qualitative Disclosures about Market Risk...3 Item 8. Financial Statements and Supplementary Data..................3 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.....................................4 Item 10.Directors and Executive Officers of the Registrant...........4 Item 11.Executive Compensation.......................................4 Item 12.Security Ownership of Certain Beneficial Owners and Management 1 Item 13.Certain Relationships and Related Transactions...............4 Item 14.Controls and Procedures......................................4 Item 15.Exhibits and Reports on Form 8-K.............................5 PART I Item 1. Business Omitted. Item 2. Properties The property of the Trust includes the Contracts purchased by Onyx pursuant to dealer agreements, from automobile dealerships with which Onyx has relationships and, in general, all payments due under the Contracts on or after the Cut-Off Dates. Immediately upon acquisition, the Contracts were sold by Onyx to Finco pursuant to a second Amended and Restated Sale and Servicing Agreement dated November 30, 2001 (the "Purchase Agreement"). The Contracts were then sold by Finco to the Trust pursuant to a Sale and Servicing Agreement dated January 1, 2002. The property of the Trust also includes (i) certain documents relating to the Contracts, (ii) certain monies due under the Contracts on and after the Cut-Off Dates, (iii) security interests in the Financed Vehicles and the right to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the obligor under each related Contract and the right to proceeds under a certain blanket insurance policy maintained by Onyx, (iv) all amounts on deposit in the collection account including all eligible investments credited thereto, (v) the benefits of an irrevocable principle/interest surety bond issued by MBIA Insurance Corporation, (vi) the rights of Finco to cause Onyx to repurchase certain contracts under certain circumstances, and (vii) all proceeds of the foregoing. The Contracts were purchased by Onyx in the normal course of business in accordance with Onyx's underwriting standards, which emphasize the obligor's ability to pay and creditworthiness, as well as the asset value of the Financed Vehicle. As of December 31, 2002, the pool consisted of the following number of Contracts with the following delinquency characteristics: Dollars(2) Number Percentage(1) Contracts Outstanding............................................................. $ 252,607,643 21,033 Delinquencies(3) 30 - 59 days..................................................... 2,884,227 277 1.14% 60+ days.......................................................................... 2,732,888 268 1.08% (1) As a percent of dollar amount of contracts outstanding. (2) Delinquencies include principal amounts only. (3) The period of delinquency is based on the number of days payments are contractually past due.
Item 3. Legal Proceedings None. 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: Price Range of Common Stock The holder of record of all offered Notes as of March 28, 2003, was Cede & Co., the nominee of the Depository Trust Company. There is no established public trading market for the securities. Item 6. Selected Financial Data Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Omitted. Item 8. Financial Statements and Supplementary Data Omitted. 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 Omitted. Item 11. Executive Compensation Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management Omitted. Item 13. Certain Relationships and Related Transactions Omitted. Item 14. Controls and Procedures Omitted. PART IV Item 15. Exhibits and Reports on Form 8-K (a) The following documents are filed as part of this Report: Exhibit Number Description 99.1 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards 99.2 Report of Independent Accountants 99.3 Exhibit I - Specified Trusts Servicing Standards b) Reports on Form 8-K The following reports on Form 8-K were filed on behalf of the Onyx Acceptance Owner Trust 2002-A during the last quarter of the period covered by this report. o Form 8-K dated October 31, 2002. Item 5 providing the Distribution Date Statement for Distribution Date of October 15, 2002. o Form 8-K dated December 2, 2002. Item 5 providing the Distribution Date Statement for Distribution Date of November 15, 2002. o Form 8-K dated December 24, 2002. Item 5 providing the Distribution Date Statement for Distribution Date of December 15, 2002. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. ONYX ACCEPTANCE OWNER TRUST 2002-A By: ONYX ACCEPTANCE CORPORATION, as Servicer By: /s/ DON DUFFY Don Duffy Chief Financial Officer Dated: March 28, 2003 CERTIFICATION I, Don P. Duffy, Chief Financial Officer of Onyx Acceptance Corporation ("Onyx"), certify that: 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Onyx Acceptance Owner Trust 2002-A; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the servicing information required to be provided to the trustee by the servicer under the sale and servicing agreement is included in these reports; 4. I am responsible for reviewing the activities performed by the servicer under the sale and servicing agreement and based upon my knowledge and the annual compliance review required under the sale and servicing agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the sale and servicing agreement; and 5. The reports disclosed all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the terms of the Sale and Servicing Agreement. Date: March 28, 2003 /s/ Don P. Duffy Don P. Duffy Chief Financial Officer INDEX TO EXHIBITS 99.1 Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards 99.2 Report of Independent Accountants 99.3 Exhibit I - Specified Trusts Servicing Standards