10-K 1 l11709ae10vk.txt NATIONAL CITY AUTO RECEIVABLES 2004-A FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from February 1 through December 31, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 333-74756 NATIONAL CITY AUTO RECEIVABLES TRUST 2004-A (Exact name of registrant as specified in its charter) DELAWARE N/A (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) NATIONAL CITY CENTER 1900 EAST NINTH STREET CLEVELAND, OHIO 44114-3484 (Address of principal executive offices) (ZIP Code) (216) 222-2000 (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 (S) 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. [ ] Not Applicable Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not Applicable INTRODUCTORY NOTE This Annual Report on Form 10-K is filed with respect to National City Auto Receivables Trust 2004-A (the "Trust"), a trust formed under the laws of the state of Delaware pursuant to an amended and restated Trust Agreement, dated as of February 1, 2004, between National City Vehicle Receivables, Inc., as depositor, and Wilmington Trust Company, as owner trustee. The Trust issued $815,020,000 in aggregate principal amount of asset-backed notes, classes A-l, A-2, A-3, and A-4 (the "Notes") pursuant to an Indenture, dated as of February 1, 2004, between the Trust, as issuer, and the Bank of New York, as indenture trustee. Certain information otherwise required to be included in this Annual Report has been omitted, in reliance on the letter relief granted by the staff of the Securities and Exchange Commission to other companies in similar circumstances. Items designated herein as "Not Applicable", except for Item 14 for which disclosure is not required for asset-backed issuers, 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 registrant is not aware of any material pending legal proceedings relating to the Trust to which any of the Trust, the indenture trustee, the owner trustee, the servicer or the registrant was a party or which any of their respective properties was the subject during the fiscal year covered by this report, nor is the registrant aware of any such proceedings contemplated by governmental authorities. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No vote or consent of the securityholders was solicited for any purpose during the period from February 1 through December 31, 2004. PART II Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The records of the Depository Trust Company ("DTC") indicate that, at December 31, 2004, there were no DTC participants holding a position in the Class A-l Notes, which were paid off in 2004, 21 DTC participants holding a position in the Class A-2 Notes, 22 DTC participants holding a position in the Class A-3 Notes, and 37 DTC participants holding a position in the Class A-4 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 None 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 AND RELATED STOCKHOLDER MATTERS (a) Each class of Certificates is represented by one or more certificates registered in the name of Cede & Co., the nominee of DTC, and an investor holding an interest in the Trust is not entitled to receive a Certificate representing such interest except in limited circumstances. Accordingly, Cede & Co. is the sole holder of record of Certificates, which it holds on behalf of other brokers, dealers, banks and other direct participants in the DTC system. Such direct participants may hold Certificates for their own account or for the accounts of their customers. At December 31, 2004, the following direct DTC participants held positions in Certificates representing interest in the Trust equal to or exceeding 5% of the total principal amount of each class outstanding on that date. The address of each of the participants listed below is: C/O The Depository Trust Company, 55 Water Street, 49th Floor, New York, New York 10041.
Amount of Beneficial Title of Class Name of Beneficial Owner Ownership Percent of Class --------------------------------------------------------------------------------------------------------------------------- Class A-1 None Class A-2 JPMorgan Chase Bank, National Association 92,125,000 47% Bank of New York, The 23,250,000 12% Northern Trust Company, The 20,500,000 10% Citibank, N.A. 13,800,000 7% Bear, Stearns Securities Corp. 13,225,000 7% Class A-3 Bank of New York, The 84,300,000 35% Mellon Trust of New England, National Association 53,604,000 22% JPMorgan Chase Bank, National Association 29,545,000 12% State Street Bank and Trust Company 24,131,000 10% Northern Trust Company, The 12,715,000 5% Class A-4 Mellon Trust of New England, National Association 46,000,000 23% State Street Bank and Trust Company 41,316,000 21% JPMorgan Chase Bank, National Association 38,092,000 19% Bank of New York, The 28,470,000 14% Investors Bank and Trust Company 13,528,500 7% Citibank, N.A. 10,000,000 5%
(b) Not Applicable (c) Not Applicable Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not Applicable Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Not Applicable PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of the report: Exhibit 31: Sarbanes-Oxley Act 302 Certification dated March 31, 2005 for National City Auto Receivables Trust 2004-A Annual Report on Form 10-K for the period from February 1 through December 31, 2004. Exhibit 99.1: Annual Servicer's Certificate Exhibit 99.2: Report of Independent Accountants (b) The registrant filed the following Current Reports on Forms 8-K for the fourth quarter of 2004 and through the date of this Form 10-K filing. DATE OF REPORT ITEMS COVERED October 15, 2004 Item 7 - Monthly Payment Date Statement to November 15, 2004 Securityholders December 15, 2004 January 18, 2005 February 15, 2005 March 15, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. NATIONAL CITY BANK, as Trust Administrator By: /s/ Russell A. Cronin, Jr. -------------------------------- Name: Russell A. Cronin, Jr. Title: Senior Vice President Dated: March 31, 2005