-----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, E4pJBeFJUgJ5IxdJidCg1sl1ogs1omsH9MZvDOGJbqMOvoHiCzqzI33VXANRQABz QW0wRyHvyr8yKH0qEQv4Fg== 0000908834-02-000216.txt : 20020729 0000908834-02-000216.hdr.sgml : 20020729 20020729131439 ACCESSION NUMBER: 0000908834-02-000216 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UACSC 2002-A OWNER TRST AUTO RECEIVABLE BACK NT CENTRAL INDEX KEY: 0001168781 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 351937340 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-42046-04 FILM NUMBER: 02712948 BUSINESS ADDRESS: STREET 1: 9240 BONITA BEACH ROAD STREET 2: SUITE 1109-A CITY: BONITA SPRINGS STATE: FL ZIP: 34135 BUSINESS PHONE: 9419481850 10-K 1 sr02a_10k.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2002, Commission File No. 333-42046-04 UACSC 2002-A OWNER TRUST (Exact name of registrant as specified in its charter) Delaware 35-1937340 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) UAC Securitization Corporation c/o First Union Trust Company, National Association, as Owner Trustee One Rodney Square Suite 109 920 King Street Wilmington, Delaware 19801 (address of principal (zip code) executive offices) Registrant's telephone number including area code (239) 948-1850 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 1937 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 the 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 the Registrant's knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K as any amendment to this Form 10-K. [X] DOCUMENTS INCORPORATED BY REFERENCE: None The Registrant (the UACSC 2002-A Owner Trust, or the "Trust") is an automobile receivable securitization trust formed pursuant to a Trust and Servicing Agreement dated as of March 1, 2002 among UAC Securitization Corporation, as "Seller," Union Acceptance Corporation, as "Servicer," and First Union Trust Company, National Association, as "Owner Trustee" (the "Agreement"), and has issued asset-backed debt securities (the "Note") pursuant to an Indenture dated as of September 25, 2001 (the "Indenture"). The Registrant is filing this Form 10-K and has filed current reports on Form 8-K monthly in lieu of reports on Form 10-Q and compliance with certain other requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, which are otherwise applicable to the Trust, on the basis of the SEC staff position described in numerous no-action letters applicable to securities such as the Notes issued pursuant to the Indenture. See, e.g., Prime Credit Card Master Trust (pub. available October 16, 1992), Private Label Credit Card Master Trust (pub. available May 20, 1992), Sears Receivable Financing Group, Inc. (pub. available March 31, 1992), Discover Financing Group, Incorporated, Discover Card Trust 1991-E (pub. available February 13, 1992), Bank One Auto Trust 1995-A (pub. available August 16, 1995) and Volkswagen Credit Auto Master Trust (pub. available May 9, 1997). PART I Item 1. Business. The Trust is a bankruptcy-remote Delaware Business Trust. The Trust was formed solely for the purpose of acquiring from UAC Securitization Corporation (the "Seller"), a wholly-owned bankruptcy-remote subsidiary of Union Acceptance Corporation (the "Servicer"), certain installment loan and security agreements and installment sales contracts secured by new and used automobiles, light trucks and vans (the "Contracts"), and securitizing the Contracts through the issuance of asset-backed debt securities (the "Notes") pursuant to a Registration Statement on Form S-3 (File No. 333-42046). In addition, the Trust issued a certificate (the "Certificate") to the Seller representing the equity interest in the Trust. Item 2. Properties. Not applicable. Item 3. Legal Proceedings. There are no material pending legal proceedings involving the Trust or, with respect to any Notes or any other trust property, involving the Owner 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 Noteholders during the fiscal year ended June 30, 2002 for any purpose. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. There is no established public trading market for the Certificates. As of July 23, 2002, UAC Securitization Corporation is the sole holder of the Certificates, which represent the equity interest in the Trust. Item 6. Selected Financial Data. Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not applicable. Item 7A. Quantitative and Qualitative Disclosures ABout Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. Not applicable. Item 9. Disagreements with Accountants on Accounting and Financial Disclosure. None. PART III Item 10. Directors and Executive Officers. Not applicable. Item 11. Executive Compensation. Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management. The equity interest in the Trust is represented by the Certificates. As of July 23, 2002, UAC Securitization Corporation beneficially owns 100% of the Certificates. The Seller's address is 9240 Bonita Beach Road, Suite 1109-A, Bonita Springs, Florida 34135. Item 13. Certain Relationships and Related Transactions. Union Acceptance Corporation, as Servicer, and UAC Securitization Corporation, as certificateholder, receive payments from the Trust in accordance with the terms of the Agreement and the Indenture related to the Trust. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) The Exhibits required to be filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index. (b) Current Reports on Form 8-K were filed on October 2, 2001, December 26, 2001, January 22, 2002, February 20, 2002, March 22, 2002, April 22, 2002, May 20, 2002, and June 14, 2002. 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 Administrator of the UACSC 2002-A Owner Trust, for and on behalf of UACSC 2002-A Owner Trust. UACSC 2002-A Owner Trust By: Union Acceptance Corporation, as Administrator Date: July 29, 2002 By: /s/ Ashley A. Vukovits ------------------------------------------- Ashley A. Vukovits Vice President EXHIBIT INDEX No. Description --- ----------- 4.1 Trust and Servicing Agreement respecting the UACSC 2002-A Owner Trust (incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 2, 2002). 4.2 Indenture respecting the UACSC 2002-A Owner Trust (incorporated by reference to Exhibit 4.2 to Form 8-K filed on October 2, 2002). 99.1 UACSC 2002-A Owner Trust Monthly Servicer Report for the Month Ended June 30, 2002. 99.2 The consolidated financial statements of MBIA, Inc. and its subsidiaries as of December 31, 2001 and December 31, 2000 and for each of the three years in the period ended December 31, 2001, included in the Annual Report on Form 10-K of MBIA, Inc. for the year ended December 31, 2001, which was filed by MBIA, Inc. with the SEC on March 29, 2002, are incorporated by reference. EX-99 3 ex99_0602.txt EX 99, 6/30/02 SERVICER'S REPORT Exhibit 99.1 ------------
UACSC 2002-A UNION ACCEPTANCE CORPORATION (Servicer) 6/30/2002 NOTE BALANCE RECONCILIATION D O L L A R S NUMBERS CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS B TOTAL ---------------------------------------------------------------------------------------------------- Original Note Balances 68,000,000.00 83,000,000.00 65,000,000.00 66,000,000.00 18,000,000.00 300,000,000.00 21,491 Beginning Period Note Balances 36,762,332.20 83,000,000.00 65,000,000.00 66,000,000.00 18,000,000.00 268,762,332.20 19,734 Principal Collections - Scheduled Payments 4,451,682.53 - - - - $4,451,682.53 Principal Collections - Payoffs 3,444,076.80 - - - - 3,444,076.80 486 Principal Withdrawal from Payahead - - - - - - Gross Principal Charge Offs 308,911.79 - - - - $308,911.79 0 Repurchases 36,046.59 - - - - 36,046.59 13 ---------------------------------------------------------------------------------------------------- Ending Note Balances 28,521,614.49 83,000,000.00 65,000,000.00 66,000,000.00 18,000,000.00 260,521,614.49 19,235 ==================================================================================================== Note Factor 0.4194355 1.0000000 1.0000000 1.0000000 1.0000000 0.8684054 Interest Rate 1.8800% 2.7500% 3.8600% 4.590% 5.000% 3.3331%
CASH FLOW RECONCILIATION Principal Wired 7,897,013.03 Interest Wired 2,195,620.01 Withdrawal from Payahead Account 3.11 Repurchases (Principal and Interest) 36,938.56 Charge Off Recoveries 98,033.07 Interest Advances 37,247.45 Collection Account Interest Earned 10,932.47 Spread Account Withdrawal - Policy Draw for Principal or Interest - -------------- Total Cash Flow 10,275,787.70 ============== TRUSTEE DISTRIBUTION (07/08/02) Total Cash Flow 10,275,787.70 Unrecovered Advances on Defaulted Receivables 7,460.34 Servicing Fee (Due and Unpaid) - Interest to Class A-1 Noteholders, including any overdue amounts 53,754.70 Interest to Class A-2 Noteholders, including any overdue amounts 190,208.33 Interest to Class A-3 Noteholders, including any overdue amounts 209,083.33 Interest to Class A-4 Noteholders, including any overdue amounts 252,450.00 Interest to Class B Noteholders, including any overdue amounts 75,000.00 Principal to Class A-1 Noteholders, including any overdue amounts 8,240,717.71 Principal to Class A-2 Noteholders, including any overdue amounts - Principal to Class A-3 Noteholders, including any overdue amounts - Principal to Class A-4 Noteholders, including any overdue amounts - Principal to Class B Noteholders, including any overdue amounts - Insurance Premium 47,033.41 Interest Advance Recoveries from Payments 20,181.50 Unreimbursed draws on the Policy for Principal or Interest - Deposit to Payahead 1,250.86 Payahead Account Interest to Servicer 3.11 Excess 1,178,644.41 -------------- Net Cash - ============== Servicing Fee Retained from Interest Collections 223,992.60
SPREAD ACCOUNT RECONCILIATION Original Balance 2,850,000.00 Beginning Balance 6,281,232.15 Trustee Distribution of Excess 1,178,644.41 Interest Earned 8,684.76 Spread Account Draws - Reimbursement for Prior Spread Account Draws - Distribution of Funds to Servicer - -------------- Ending Balance 7,468,561.32 ============== Required Balance 7,500,000.00 FIRST LOSS PROTECTION AMOUNT RECONCILIATION Original Balance 9,000,000.00 Beginning Balance 9,000,000.00 Reduction Due to Spread Account - Reduction Due to Principal Reduction (499,303.88) -------------- Ending Balance 8,500,696.12 ============== a) Outstanding Balance * 5.50% -Spread Balance 8,500,696.12 b) Original Note Balance * 3.00% 9,000,000.00 c) Prior Payment Date First Loss Protection Amount 9,000,000.00 -------------- First Loss Protection Amount [lesser of a), b) or c) ] 8,500,696.12 ============== First Loss Protection Fee % 2.25% First Loss Protection Fee 15,938.81 POLICY RECONCILIATION Original Balance 300,000,000.00 Beginning Balance 263,519,535.59 Draws - Reimbursement of Prior Draws - -------------- Ending Balance 263,519,535.59 ============== Adjusted Ending Balance Based Upon Required Balance 254,057,542.13 ============== Required Balance 254,057,542.13 PAYAHEAD RECONCILIATION Beginning Balance 1,985.63 Deposit 1,250.86 Payahead Interest 3.11 Withdrawal 3.11 -------------- Ending Balance 3,236.49 ==============
CURRENT DELINQUENCY GROSS # PAYMENTS DELINQUENT NUMBER BALANCE ------------------------------- 1 Payment 287 2,477,202.31 2 Payments 84 796,076.95 3 Payments 28 324,250.57 ------------------------------- Total 399 3,597,529.83 ====== ============ Percent Delinquent 2.074% 1.381% DELINQUENCY RATE (60+) RECEIVABLE END OF PERIOD DELINQUENCY PERIOD BALANCE POOL BALANCE RATE ------------------------------------------------------ Current 1,120,327.52 260,521,614.49 0.43% 1st Previous 950,925.18 268,762,332.20 0.35% 2nd Previous 530,601.81 278,285,485.38 0.19%
NET LOSS RATE DEFAULTED LIQUIDATION AVERAGE NET LOSS PERIOD BALANCE PROCEEDS POOL BALANCE (ANNUALIZED) ------------------------------------------------------------------------ Current 308,911.79 98,033.07 264,641,973.35 0.96% 1st Previous 218,444.34 58,388.66 273,523,908.79 0.70% 2nd Previous 125,859.32 4,254.03 283,506,027.74 0.51% Gross Cumulative Charge Offs 688,675.43 Number of Repossessions 22 Gross Liquidation Proceeds 161,354.99 Number of Inventoried Autos EOM 25 Net Cumulative Loss Percentage 0.18% Amount of Inventoried Autos EOM 127,600.00 Net Cumulative Loss Percentage (adjusted for estimated future Liquidation Proceeds) 0.13% Trigger 0.60% Status OK Net Cumulative Loss Trigger Hit NO in Current or any Previous Month
EXCESS YIELD TRIGGER EXCESS YIELD EXCESS END OF PERIOD PERCENTAGE PERIOD YIELD POOL BALANCE (ANNUALIZED) -------------------------------------------------------- Current 1,207,540.22 260,521,614.49 5.56% 1st Previous 1,408,922.75 268,762,332.20 6.29% 2nd Previous 1,465,374.73 278,285,485.38 6.32% 3rd Previous 583,415.76 288,726,570.09 2.42% 4th Previous - - 5th Previous - - CURRENT LEVEL TRIGGER STATUS ------- ------- ------ Six Month Average Excess Yield N/A 1.50% N/A Trigger Hit in Current or any Previous Month NO DATE: July 8, 2002 /s/ Diane Slomka -------------------------------- DIANE SLOMKA OFFICER -----END PRIVACY-ENHANCED MESSAGE-----