10-K 1 auto2002110k.htm SECURITIES AND EXCHANGE COMMISSION

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 December 31, 2004

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 Nos. 333-84129-07

 

HOUSEHOLD AUTOMOTIVE TRUST 2002-1
(Exact name of Registrant as specified in Department of the Treasury, Internal Revenue Service Form SS-4)

HSBC FINANCE CORPORATION
(Servicer of the Trust)
(Exact name as specified in Servicer's charter)

DELAWARE
(State or other jurisdiction of incorporation of Servicer)

Not Applicable
(I.R.S. Employer Identification Number of Registrant)

2700 Sanders Road, Prospect Heights, Illinois 60070
(Address of principal executive offices of Servicer)
(847) 564-5000
Servicer's telephone number, including area code

 

Securities registered pursuant to section 12(b) of the Act

 

Title of each class

Name of each exchange on which registered

Auto Receivable Asset-Backed Notes, Series 2002-1
Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes

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 (Section 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [   ] No [X]

Registrant has no voting or non-voting class of common equity outstanding as of the date of this report.



INTRODUCTORY NOTE

 

Household Auto Receivables Corporation (the "Seller") is the seller under the Master Sale and Servicing Agreement dated As of May 15, 2002 (the "Sale and Servicing Agreement") among Household Automotive Trust, 2002-1, as Issuer, Household Auto Receivables Corporation, as Seller, HSBC Finance Corporation, successor by merger to Household Finance Corporation, as Master Servicer (the "Master Servicer"), and Wells Fargo Bank Minnesota, National Association, as indenture trustee (the "Trustee"), with respect to the Series 2002-1 Notes (the "Notes").

 

The Notes consist of four classes of notes. As of December 31, 2004, the outstanding principal balance of the Series 2002-1 Notes was approximately $280,204,955 and the receivables held by the Issuer had an aggregate outstanding principal balance of approximately $295,100,289. A reserve account held for the benefit of the Noteholders had a balance of approximately $21,276,596. On February 18, 2003, the Class A-1 Notes were paid in full and on December 17, 2003, the Class A-2 Notes were paid in full. The Master Servicer has prepared this Form 10-K on behalf of the Registrant in reliance upon various no-action letters issued by the Securities and Exchange Commission (the "Commission") to other trusts which are substantially similar to the Trust. Items designated herein as "Not Applicable" have been omitted as a result of this reliance.

PART I

 

Item 1. Business.

 

Not Applicable.

 

Item 2. Properties.

 

Not Applicable.

 

Item 3. Legal Proceedings.

 

The Master Servicer is not aware of any material pending legal proceedings involving either the Registrant, the Trustee, the Seller or the Master Servicer with respect to the Notes or the Registrant's property.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

No vote or consent of the holders of the Notes (the "Noteholders") was solicited for any purpose during the year ended December 31, 2004.

 

PART II

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

To the best knowledge of the Master Servicer, there is no established public trading market for the Notes. At March 24, 2005, there were less than 300 holders of record of each class of Notes.

 

Item 6. Selected Financial Data.

 

Not Applicable.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Not Applicable.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable.

 

Item 8. Financial Statements and Supplementary Data.

 

Not Applicable.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures.

Not Applicable.

Item 9B. Other Information.

 

Not Applicable.

 

PART III

 

Item 10. Directors and Executive Officers of the Registrant.

 

Not Applicable.

 

Item 11. Executive Compensation.

 

Not Applicable.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management.

 

The following table sets forth (i) the name and address of each entity which holds of record more than 5% of the outstanding principal amount of the Class A-3 and Class A-4 Notes, (ii) the principal amount of Notes owned by each, and (iii) the percent that the principal amount of Notes owned represents of the outstanding principal amount. The information set forth in the table is based upon information obtained by the Master Servicer from the Trustee and from The Depository Trust Company as of March 9, 2005. The Master Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes.

 

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Series 2002-1 Class A-3 Noteholders

The Bank of New York
One Wall Street
New York, NY 10286

$89,925

31.44%

State Street Bank and Trust Company
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
No. Quincy, MA 02171

$60,460

21.14%

Mellon Trust of New England, National Association
525 William Penn Place
Pittsburgh, PA 15259

$53,825

18.82%

SSB-Bank Portfolio
Global Corporate Action Unit JAB 5NW
1776 Heritage Drive
No. Quincy, MA 02171

$23,700

8.29%

The Northern Trust Company
801 S. Canal C-IN
Chicago, IL 60607

$26,435

9.24%

 

 

Amount Owned
All dollar amounts are
in thousands

Name and Address

Principal

Percent

Series 2002-1 Class A-4 Noteholders

   

State Street Bank and Trust Company
1776 Heritage Drive
No. Quincy, MA 02171

$31,230

14.33%

JPMorgan Chase Bank
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254

$12,490

5.73%

Bank One Trust Company N.A./ Public Employee Retirement
340 South Cleveland, Building 350
Columbus, OH 43240

$30,000

13.76%

The Bank of New York
One Wall Street
New York, NY 10286

$25,500

11.70%

Citibank N.A.
3800 Citibank Center B3-15
Tampa, FL 33610

$20,000

9.17%

Union Bank of California, N.A.
Global Corporate Action Unit JAB 5NW
530 B Street, Suite 242
San Diego, CA 92101

$12,300

5.64%

Mellon Trust of New England, National Association
525 William Penn Place, Suite 3418
Pittsburgh, PA 15259

$33,345

15.30%

JPMorgan Chase
4 New York Plaza, 21st Floor
New York, NY 10004

$12,300

5.64%

Item 13. Certain Relationships and Related Transactions.

 

Not Applicable.

 

Item 14. Principal Accountant Fees and Services.

 

Not Applicable.

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

(a) (1) Financial Statements.

 

Not Applicable.

 

(a) (2) Not Applicable.

 

(3) The Master Servicer is obligated to prepare an Annual Statement to Noteholders for the year ended December 31, 2004, and Independent Public Accountants are required to prepare an Annual Servicing Report pertaining to the compliance of the Master Servicer with its servicing obligations pursuant to the Sale and Servicing Agreement. Copies of said documents are filed as exhibits to this Form 10-K.

 

The exhibits required by Item 601 of Regulation S-K ( Section 229.601):

 

Exhibit 99(a)

Annual Statement to Noteholders for the year ended December 31, 2004.

Exhibit 99(b)

Independent Accountants' Report dated March 1, 2005.

Exhibit 99(c)

Annual Certificate as to Compliance dated March 1, 2005.

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Master Servicer has duly caused this report to be signed on behalf of the Household Automotive Trust 2002-1 by the undersigned, thereunto duly authorized.

 

HSBC FINANCE CORPORATION,
as Master Servicer of and on behalf of the
HOUSEHOLD AUTOMOTIVE TRUST 2002-1
(Registrant)

By: /s/ Edgar D. Ancona

Edgar D. Ancona
      Senior Vice President - Treasurer

Dated: March 24, 2005

Certification

I, Edgar D. Ancona, 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 Household Automotive Trust 2002-1;
    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 distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement for inclusion in these reports is included in these reports;
    4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and
    5. The reports disclose 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 Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank Minnesota, National Association and The Depository Trust Company.

 

Date: March 24, 2005

 

/s/ Edgar D. Ancona

Edgar D. Ancona
Senior Vice President - Treasurer

 





Exhibit Index

 

Exhibit No.

Exhibit 99(a)

Exhibit

Annual Statement to Noteholders for the year ended December 31, 2004.

Exhibit 99(b)

Independent Accountants' Report dated March 1, 2005.

Exhibit 99(c)

Annual Certificate as to Compliance dated March 1, 2005.