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, 2001.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
333-35542 and 333-69732
(Commission File Number)
World Omni Auto Receivables LLC
(Exact name of registrant and grantor of the Trusts as specified in its charter)
World Omni Auto Receivables Trust 2000-A
World Omni Auto Receivables Trust 2001-A
World Omni Auto Receivables Trust 2001-B
(Issuer with respect to the Securities)
Delaware
(State or incorporation or other jurisdiction of organization)
52-2184798
(Registrant's I.R.S. Employer or Identification No.)
190 NW 12th Avenue
Deerfield Beach, FL 33442
(Address of principal executive offices of Registrant, including Zip Code)
Registrant's telephone number, including area code: (954) 429-2200
Securities registered pursuant to Section 12 (b) 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)
As of December 31, 2001, World Omni Financial Corp. owned all of the
equity interests in the registrant and the issuers.
Documents incorporated by reference
None.
World Omni Auto Receivables LLC
ITEM 2. PROPERTIES
The World Omni Auto Receivables Trust 2000-A Class A-1 6.69362%
Asset-Backed Notes, Class A-2 7.05% Asset-Backed Notes, Class A-3 7.13%
Asset-Backed Notes, and Class A-4 7.20% Asset-Backed Notes (the "Series 2000-A
Notes") were issued by the World Omni Auto Receivables Trust 2000-A (the "Series
2000-A Trust"), a Delaware business trust created pursuant to a Trust Agreement
among World Omni Auto Receivables LLC, a Delaware limited liability company
("WOAR LLC"), The Bank of New York, as owner trustee, and The Bank of New York
(Delaware), as Delaware trustee, pursuant to an Indenture between the Series
2000-A Trust and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank,
as indenture trustee (the "Series 2000-A Indenture"). The equity in the Series
2000-A Trust is represented by a certificate (the "Series 2000-A Certificate").
The Series 2000-A Certificate represents the remainder interest in the Series
2000-A Trust not represented by the Series 2000-A Notes. The Series 2000-A
Certificate is held by World Omni Auto Receivables Placement Trust 2001-1 (the
"Series 2001-1 Trust"), a Delaware business trust created pursuant to a Deposit
Trust Agreement among WOAR LLC, The Bank of New York, as owner trustee, and The
Bank of New York (Delaware), as Delaware trustee. The Series 2001-1 Trust has
issued the 5.58% World Omni Auto Receivables Placement Trust 2001-1 Class A
Notes (the "Series 2001-1 Notes"). The equity interest in the Series 2001-1
Trust, the remainder interest in the Series 2001-1 Trust not represented by the
Series 2001-1 Notes, is owned by WOAR LLC.
The World Omni Auto Receivables Trust 2001-A Class A-1 5.33%
Asset-Backed Notes, Class A-2 5.13% Asset-Backed Notes, Class A-3 5.30%
Asset-Backed Notes, Class A-4 5.51% Asset-Backed Notes and the Class B 5.78%
Asset-Backed Notes (the "Series 2001-A Notes") were issued by the World Omni
Auto Receivables Trust 2001-A (the "Series 2001-A Trust"), a Delaware business
trust created pursuant to a Trust Agreement among WOAR LLC, The Bank of New
York, as owner trustee, and The Bank of New York(Delaware), as Delaware trustee,
pursuant to an Indenture between the Series 2001-A Trust and JPMorgan Chase
Bank, as successor to The Chase Manhattan Bank, as indenture trustee (the
"Series 2001-A Indenture"). World Omni Auto Receivables LLC owns the equity in
the 2001-A Trust, which is represented by a certificate (the "Series 2001-A
Certificate"). The Series 2001-A Certificate represents the remainder interest
in the Series 2001-A Trust not represented by the Series 2001-A Notes.
The World Omni Auto Receivables Trust 2001-B Class A-1 1.97125%
Asset-Backed Notes, Class A-2 2.80% Asset-Backed Notes, Class A-3 3.79%
Asset-Backed Notes, Class A-4 4.49% Asset-Backed Notes, and Class B 4.14%
Asset-Backed Notes (the "Series 2001-B Notes") were issued by the World Omni
Auto Receivables Trust 2001-B (the "Series 2001-B Trust"), a Delaware business
trust created pursuant to a Trust Agreement among WOAR LLC, The Bank of New
York, as owner trustee, and The Bank of New York (Delaware), as Delaware
trustee, pursuant to an Indenture between the Trust and JPMorgan Chase Bank, as
indenture trustee (the "Indenture"). World Omni Auto Receivables LLC owns the
equity in the Trust, which is represented by a certificate (the "Series 2001-B
Certificate"). The Series 2001-B Certificate represents the remainder interest
in the Series 2001-B Trust not represented by the Series 2001-B Notes.
As of December 31, 2001, the outstanding principal balance of the
Series 2000-A, Class A-1 6.69362% Asset-Backed Notes was $0.00, the outstanding
principal balance of the Series 2000-A, Class A-2 7.05% Asset-Backed Notes was
$34,557,141, the outstanding principal balance of the Series 2000-A,
Class A-3 7.13% Asset-Backed Notes was $168,637,000, and the outstanding
principal balance of the Series 2000-A, Class A-4 7.20% Asset-Backed Notes was
$117,436,000. The Series 2000-A Notes are secured by the assets of the 2000-A
Trust.
As of December 31, 2001, the outstanding principal balance of the
Series 2001-A, Class A-1 5.33% Asset-Backed Notes was $0.00, the outstanding
principal balance of the Series 2001-A, Class A-2 5.13% Asset-Backed Notes was
$96,230,699, the outstanding principal balance of the Series 2001-A, Class
A-3 5.30% Asset-Backed Notes was $185,000,000, the outstanding principal
balance of the Series 2001-A, Class A-4 5.51% Asset-Backed Notes was
$143,541,000, and the outstanding principal balance of the Series 2001-A, Class
B 5.78% Asset-Backed Notes was $28,076,594. The Series 2001-A Notes are secured
by the assets of the 2001-A Trust.
As of December 31, 2001, the outstanding principal balance of the
Series 2001-1, Class A 5.58% Asset-Backed Notes was $44,862,000. The Series
2001-1 Notes are secured by the assets of the Series 2001-1 Trust.
As of December 31, 2001, the outstanding principal balance of the
Series 2001-B, Class A-1 1.97125% Asset-Backed Notes was $125,161,112, the
outstanding principal balance of the Series 2001-B, Class A-2 2.80% Asset-Backed
Notes was $225,000,000, the outstanding principal balance of the Series 2001-B,
Class A-3 3.79% Asset-Backed Notes was $203,000,000, the outstanding principal
balance of the Series 2001-B, Class A-4 4.49% Asset-Backed Notes was
$174,875,000, and the outstanding principal balance of the Series 2001-B,
Class B 4.14% Asset-Backed Notes was $48,900,000. The Series 2001-B Notes
are secured by the assets of the Series 2001-B Trust.
The assets of the each of the 2000-A Trust, the 2001-A Trust and the
2001-B Trust consist primarily of a respective pool of fixed rate motor vehicle
retail installment contracts secured by new and used automobiles and light-duty
trucks originated by World Omni Financial Corp. On July 19, 2000, a pool of
receivables was sold by World Omni Financial Corp. to WOAR LLC and then was
transferred by WOAR LLC to the Series 2000-A Trust. The Series 2000-A Trust has
granted a security interest in the receivables and other property of the Series
2000-A Trust to the trustee under the Series 2000-A Indenture for the Series
2000-A Notes for the benefit of the noteholders. On December 13, 2000, a pool of
receivables was sold by World Omni Financial Corp. to WOAR LLC and then was
transferred by WOAR LLC to the Series 2001-A Trust. The Series 2001-A Trust has
granted a security interest in the receivables and other property of the Series
2001-A Trust to the trustee under the Series 2001-A Indenture for the Series
2001-A Notes for the benefit of the noteholders. On November 30, 2001, the pool
of receivables was sold by World Omni Financial Corp. to WOAR LLC and then was
transferred by WOAR LLC to the Trust. The Trust has granted a security interest
in the receivables and other property of the Trust to the trustee under the
Indenture for the Notes for the benefit of the noteholders.
Each of the respective property of the Series 2000-A Trust, the Series
2001-A Trust and the Series 2001-B Trust also includes:
o the right to receive payments under the receivables after the cutoff
date;
o security interests in the financed vehicles;
o the rights of WOAR LLC in certain circumstances to receive any
proceeds with respect to the receivables from claims on physical
damage and certain other insurance policies covering the financed
vehicles or the obligors;
o the reserve account; and
o any and all proceeds of the foregoing.
The primary asset of the Series 2001-1 Trust is the Series 2000-A
Certificate.
As of December 31, 2001, the aggregate receivables principal balance of
the Series 2000-A Trust was $367,361,414.
As of December 31, 2001, the aggregate receivables principal balance of
the Series 2001-A Trust was $468,060,251.
As of December 31, 2001, the aggregate receivables principal balance of
the Series 2001-B Trust was $791,670,665.
For additional information regarding the assets of each of the Series
2000-A Trust, the Series 2001-A Trust and the Series 2001-B Trust as of December
31, 2001, and for the year then ended, see Exhibit 3.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2001, there were no material legal proceedings in
respect to the Series 2000-A Trust, the Series 2001-A Trust, the Series 2001-B
Trust or to the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No vote or consent of the holders of each of the Series 2000-A
Certificates, the Series 2001-A Class A Certificates, or the Series 2001-B
Certificates has been solicited.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
World Omni Financial Corp. holds 100% of the beneficial interest in
each of the Series 2000-A Certificate, the Series 2001-A Certificate, the Series
2001-B Certificate and WOAR LLC.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 8, 2001, WOAR LLC transferred the Series 2000-A Certificate to
the Series 2001-1 Trust in exchange for the Series 2001-1 Notes, which it sold
in a transaction not requiring registration under the Securities Act, and the
Series 2000-A Certificate.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 10-K
(1) Underwriting Agreement, dated as of July 13, 2000, among World Omni
Financial Corp., WOAR LLC and First Union Securities, Inc., relating to the
Series 2000-A Trust. Incorporated by reference as filed on Exhibit 1.1 to
the Registrant's 8-K filed on September 12, 2000.
(2) Sale and Servicing Agreement, dated as of June 1, 2000, among WOAR LLC, the
Series 2000-A Trust, and World Omni Financial Corp., as servicer, relating
to the Series 2000-A Trust. Incorporated by reference as filed on Exhibit
4.1 to the Registrant's 8-K filed on September 12, 2000.
(3) Indenture, dated as of June 1, 2000, between the Series 2000-A Trust and
JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as indenture
trustee, relating to the Series 2000-A Trust. Incorporated by reference as
filed on Exhibit 4.2 to the Registrant's 8-K filed on September 12, 2000.
(4) Trust Agreement, dated as of July 17, 2000, among WOAR LLC, The Bank of New
York, as owner trustee, and The Bank of New York (Delaware), as Delaware
trustee, relating to the Series 2000-A Trust. Incorporated by referenced as
filed on Exhibit 4.1 to the Registrant's Pre-Effective Amendment No. 1 to
Form S-3 Registration Statement filed on May 24, 2000
(5) Underwriting Agreement, dated as of February 1, 2001, among World Omni
Financial Corp., WOAR LLC and Credit Suisse First Boston Corporation,
relating to the Series 2001-A Trust. Incorporated by reference as filed on
Exhibit 1.1 to the Registrant's 8-K filed on February 22, 2001.
(6) Sale and Servicing Agreement, dated as of February 13, 2001, among the
Series 2001-A Trust, WOAR LLC, and World Omni Financial Corp., as servicer,
relating to the Series 2001-A Trust. Incorporated by reference as filed on
Exhibit 4.1 to the Registrant's 8-K filed on February 22, 2001.
(7) Indenture, dated as of February 13, 2001, among the Series 2001-A Trust and
JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as indenture
trustee, relating to the Series 2001-A Trust. Incorporated by reference as
filed on Exhibit 4.2 to the Registrant's 8-K filed on February 22, 2001.
(8) Trust Agreement, dated as of February 13, 2001, among WOAR LLC, The Bank of
New York, as owner trustee, and The Bank of New York (Delaware), as
Delaware trustee, relating to the Series 2001-A Trust. Incorporated by
reference as filed on Exhibit 4.3 to the Registrant's 8-K filed on February
22, 2001.
(9) Receivables Purchase Agreement, dated as of February 13, 2001, among World
Omni Financial Corp., as seller, and WOAR LLC, as purchaser, relating to
the Series 2001-A Trust. Incorporated by referenced as filed on Exhibit
99.1 to the Registrant's 8-K filed on February 22, 2001.
(10) Administration Agreement, dated as of February 13, 2001, among the Series
2001-A Trust, World Omni Financial Corp., and JPMorgan Chase Bank, as
successor to The Chase Manhattan Bank, as indenture trustee, as relating
to the Series 2001-A Trust. Incorporated by reference as filed on Exhibit
99.2 to the Registrant's 8-K filed on February 22, 2001.
(11) Underwriting Agreement, dated as of December 5, 2001, among World Omni
Financial Corp., WOAR LLC and ______________________, relating to the
Series 2001-B Trust. Incorporated by reference as filed on Exhibit 1.1 to
the Registrant's 8-K filed on December 21, 2001.
(12) Sale and Servicing Agreement, dated as of December 13, 2001, among the
Series 2001-B Trust, WOAR LLC and World Omni Financial Corp., relating to
the Series 2001-B Trust. Incorporated by reference as filed on Exhibit 4.1
to the Registrant's 8-K filed on December 21, 2001.
(13) Indenture, dated as of December 13, 2001, among the Series 2001-B Trust,
WOAR LLC, and World Omni Financial Corp., as servicer, relating to the
Series 2001-B Trust. Incorporated by reference as filed on Exhibit 4.2 to
the Registrant's 8-K filed on December 21, 2001.
(14) Trust Agreement, dated as of December 13, 2001, among the Series 2001-B
Trust and JPMorgan Chase Bank, as indenture trustee, relating to the
Series 2001-B Trust. Incorporated by reference as filed on Exhibit 4.3 to
the Registrant's 8-K filed on December 21, 2001.
(15) Receivables Purchase Agreement, dated as of December 13, 2001, between
World Omni Financial Corp., as seller, and WOAR LLC, as purchaser,
relating to the Series 2001-B Trust. Incorporated by reference as filed on
Exhibit 99.1 to the Registrant's 8-K filed on December 21, 2001.
(16) Administration Agreement, dated as of December 13, 2001, among the Series
2001-B Trust, World Omni Financial Corp., as administrator, WOAR LLC, and
JPMorgan Chase Bank, as indenture trustee, relating to the Series 2001-B
Trust. Incorporated by reference as filed on Exhibit 99.2 to the
Registrant's 8-K filed on December 21, 2001.
(17) Annual Officer's Certificate
(18) Annual Accountants' Report*
(19) Summary of Monthly Reports
*The Accountants' Report relates to compliance with the requirements of the
Servicing Agreement. It is not being filed because the distribution of such
Report is restricted to the parties to the Servicing Agreement. Per Statement on
Auditing Standards AU 623.20 the restriction arises because the matters on which
the accountant is reporting are set forth in a document that is not available to
other persons. 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. The limited distribution of this type of
Report was discussed at a SEC Regulations Committee meeting on March 7, 1995.
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.
World Omni Auto Receivables LLC
(Registrant)
BY: World Omni Financial Corp.,
as Servicer
Date: __________, 2002 BY:/s/-------------------------------------
Frank A. Armstrong
Vice President and Chief Financial Officer
World Omni Financial Corp.
(Duly Authorized Officer of the Servicer
on behalf of each of the Series 2000-A
Trust, the Series 2001-A Trust and the
Series 2001-B Trust)
EXHIBIT INDEX
Exhibit Page No.
(17) Annual Officer's Certificate 1
(18) Annual Accountants' Report (not being filed)
(19) Summary of Monthly Reports 2