10-K 1 d10k.txt FORM 10-K ================================================================================ 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 Commission File Number 333-81615 ----------- ANRC AUTO OWNER TRUST 1999-A ANRC AUTO OWNER TRUST 2000-A ANRC AUTO OWNER TRUST 2001-A (AUTONATION RECEIVABLES CORPORATION) (Originator of the Trusts described herein) (Exact name of registrant as specified in its charter) Delaware 65-092-9038 (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 110 S.E. 6th Street, Fort Lauderdale, Florida 33301 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (954) 769-7000 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 |_| No |X| 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| Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes |_| No |X| State the aggregate market value of the voting and non-voting common equity held by nonaffiliates 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 ================================================================================ PART I ITEM 1. BUSINESS Not applicable. ITEM 2. PROPERTIES ANRC Auto Owner Trust 1999-A ANRC Auto Owner Trust 1999-A (the "1999 Trust") was formed on October 1, 1999 pursuant to an Owner Trust Agreement between AutoNation Receivables Corporation, as depositor (the "Depositor"), and The Bank of New York (Delaware), as owner trustee (the "Owner Trustee"). Pursuant to an Amended and Restated Owner Trust Agreement, dated as of October 1, 1999, between the Depositor and the Owner Trustee, the 1999 Trust issued a certificate evidencing an interest in the trust property (the "1999 Certificate"). The 1999 Certificate is held by the Depositor. Pursuant to an Indenture, dated as of October 1, 1999, between the 1999 Trust, as issuer, and The Chase Manhattan Bank (now JP Morgan Chase Bank), as indenture trustee (the "Indenture Trustee"), the 1999 Trust issued asset-backed notes consisting of $125,000,000 6.16625% Class A-1 Asset-Backed Notes, $314,000,000 6.54% Class A-2 Asset-Backed Notes, $196,000,000 6.75% Class A-3 Asset-Backed Notes and $151,800,000 6.94% Class A-4 Asset Backed Notes (collectively, the "1999 Notes"). The 1999 Notes were registered and publicly offered and sold. The assets of the 1999 Trust primarily include a pool of motor vehicle retail installment sale contracts secured by new and used automobiles and light-duty trucks. The 1999 Trust's business activities include acquiring and holding the assets of the 1999 Trust and distributing payments on the 1999 Notes and the 1999 Certificate. Pursuant to a Sale and Servicing Agreement, dated as of October 1, 1999, among the 1999 Trust, the Depositor, AutoNation Financial Services Corp. ("ANFS") and the Indenture Trustee, ANFS administers and services the 1999 Trust's pool of motor vehicle retail installment contracts. The following tables set forth the number and aggregate principal amount of delinquent receivables, the delinquency ratio and the aggregate net losses of the 1999 Trust as of December 31, 2002: 1999 Trust Delinquent Contracts: -------------------------------- Contracts Amount --------- ------ (i) 30-59 days 678 $ 3,795,960.60 (ii) 60-89 days 137 $ 770,106.07 (iii) 90 days or more 39 $ 232,035.24 --- -------------- 854 $ 4,798,101.91 1999 Trust Delinquent Ratio: ----------------------------

1999 Trust Aggregate Net Losses: --------------------------------

ANRC Auto Owner Trust 2000-A ANRC Auto Owner Trust 2000-A (the "2000 Trust") was formed on August 8, 2000 pursuant to a Trust Agreement between the Depositor and the Owner Trustee. Pursuant to an Amended and Restated Owner Trust Agreement, dated as of August 10, 2000, between the Depositor and the Owner Trustee, the 2000 Trust issued a certificate evidencing an interest in the trust property (the "2000 Certificate"). The 2000 Certificate is held by the Depositor. Pursuant to an Indenture, dated as of August 10, 2000, between the 2000 Trust, as issuer, and the Indenture Trustee, the 2000 Trust issued asset-backed notes consisting of $167,692,000 6.72462% Class A-1 Asset-Backed Notes, $227,084,000 7.00% Class A-2 Asset-Backed Notes, $196,340,000 7.06% Class A-3 Asset-Backed Notes and $100,615,000 7.15% Class A-4 Asset Backed Notes (collectively, the "2000 Notes"). The 2000 Notes were registered and publicly offered and sold. The assets of the 2000 Trust primarily include a pool of motor vehicle retail installment sale contracts secured by new and used automobiles and light-duty trucks. The 2000 Trust's business activities include acquiring and holding the assets of the 2000 Trust and distributing payments on the 2000 Notes and the 2000 Certificate. Pursuant to a Sale and Servicing Agreement, dated as of August 10, 2000, among the 2000 Trust, the Depositor, ANFS and the Indenture Trustee, ANFS administers and services the 2000 Trust's pool of motor vehicle retail installment contracts. The following tables set forth the number and aggregate principal amount of delinquent receivables, the delinquency ratio and the aggregate net losses of the 2000 Trust as of December 31, 2002: 2000 Trust Delinquent Contracts: --------------------------------

2000 Trust Delinquent Ratio: ----------------------------

2000 Trust Aggregate Net Losses: --------------------------------

ANRC Auto Owner Trust 2001-A ANRC Auto Owner Trust 2001-A (the "2001 Trust") was formed on September 10, 2001 pursuant to a Trust Agreement between the Depositor and the Owner Trustee. Pursuant to an Amended and Restated Owner Trust Agreement, dated as of September 28, 2001, between the Depositor and the Owner Trustee, the 2001 Trust issued a certificate evidencing an interest in the trust property (the "2001 Certificate"). The 2001 Certificate is held by the Depositor. Pursuant to an Indenture, dated as of September 28, 2001, between the 2001 Trust, as issuer, and the Indenture Trustee, the 2001 Trust issued asset-backed notes consisting of $210,000,000 2.57875% Class A-1 Asset-Backed Notes, $210,000,000 3.03% Class A-2 Asset-Backed Notes, $267,000,000 3.76% Class A-3 Asset-Backed Notes and $163,000,000 4.32% Class A-4 Asset Backed Notes (collectively, the "2001 Notes"). The 2001 Notes were registered and publicly offered and sold. The assets of the 2001 Trust primarily include a pool of motor vehicle retail installment sale contracts secured by new and used automobiles and light-duty trucks. The 2001 Trust's business activities include acquiring and holding the assets of the 2001 Trust and distributing payments on the 2001 Notes and the 2001 Certificate. Pursuant to a Sale and Servicing Agreement, dated as of September 28, 2001, among the 2001 Trust, the Depositor, ANFS and the Indenture Trustee, ANFS administers and services the 2001 Trust's pool of motor vehicle retail installment contracts. The following tables set forth the number and aggregate principal amount of delinquent receivables, the delinquency ratio and the aggregate net losses of the 2001 Trust as of December 31, 2002: 2001 Trust Delinquent Contracts: --------------------------------

2001 Trust Delinquent Ratio: ----------------------------

2001 Trust Aggregate Net Losses: --------------------------------

ITEM 3. LEGAL PROCEEDINGS There is nothing to report with regard to this item. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There is nothing to report with regard to this item. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS To the knowledge of the Depositor, there is no established public trading market for the 1999 Certificate, the 2000 Certificate or the 2001 Certificate (collectively the "Certificates"). To the knowledge of the Depositor, the 1999 Notes, the 2000 Notes and the 2001 Notes (collectively, the "Notes") are traded in the over-the-counter market to a limited extent. The holder of record of the Certificates as of December 31, 2002 was the Depositor. The holder of record of all the Notes as of December 31, 2002 was Cede & Co., the nominee of The Depository Trust Company ("DTC") in the United States. An investor holding Notes is not entitled to receive a physical certificate representing such Notes except in limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Notes, which it holds on behalf of brokers, dealers, banks and other participants in the DTC system. Such participants may hold Notes for their own accounts or for the accounts of their customers. The address of Cede & Co. is: Cede & Co. c/o The Depository Trust Company 55 Water Street 49th Floor New York, New York 10041-0099 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 Effective as of May 31, 2002, AutoNation, Inc. ("AutoNation"), parent of ANFS, the servicer to the 1999 Trust, the 2000 Trust and the 2001 Trust (the "Trusts"), appointed Deloitte & Touche LLP ("D&T") as the new independent public accountant to the Trusts. Effective as of May 30, 2002, AutoNation dismissed Arthur Andersen LLP ("Andersen") as the Trusts' independent public accountant. This change in independent public accountant was approved by the Board of Directors of AutoNation. The change resulted from an evaluation process undertaken by AutoNation to identify a new independent public accountant in light of the well-publicized challenges then confronting Andersen. During ANFS's two most recent fiscal years and through the date of dismissal, there were no disagreements between ANFS and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, with respect to the Trusts which disagreements, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference to the subject matter of the disagreement in connection with its "agreed upon procedures" reports delivered to ANFS. None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within each of the Trusts' two most recent fiscal years and through the date hereof. During ANFS's two most recent fiscal years and through May 31, 2002, ANFS did not consult with D&T with respect to any of the Trusts regarding any of the matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K. 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 SHAREHOLDER MATTERS The Depositor is the owner of each of the Certificates. The records of DTC indicate that as of December 31, 2002, there were the following participants with more than 5% of each class of the 1999 Notes:

The records of DTC indicate that as of December 31, 2002, there were the following participants with more than 5% of each class of the 2000 Notes:

The records of DTC indicate that as of December 31, 2002, there were the following participants with more than 5% of each class of the 2001 Notes:

Boston Safe Deposit and Trust Company $ 35,780,000 21.95% Mellon Trust 525 William Penn Place, Ste 3148 Pittsburgh, PA 15259 State Street Bank and Trust Company $ 25,795,000 15.83% 1776 Heritage Drive, Global Corporate Action Unit JAB 5NW North Quincy, MA 02171 Manufacturers and Traders Trust Company $ 15,315,000 9.40% 110 S. Paca Street Baltimore, MD 21201 Union Bank of California, N.A. $ 10,310,000 6.33% 530 B Street, Suite 242 San Diego, CA 92101 National City Bank $ 8,790,000 5.39% 4100 West 150th Street Cleveland, OH 44135 SSB - Trust Custody $ 10,300,000 6.32% 2 Heritage Drive North Quincy, MA 02171 ---------------------------------------------------------------------------------------------

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There is nothing to report with regard to this item. ITEM 14. CONTROLS AND PROCEDURES Not applicable. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) Not applicable. (2) Not applicable. (3) Exhibits - See Exhibit Index included elsewhere in this document. (b) Reports on Form 8-K: None. (c) See (a)(3) above. (d) Not applicable. SIGNATURES 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, on the 25th day of June, 2003. AUTONATION RECEIVABLES CORPORATION BY: /s/ David M. Jett -------------------------- David M. Jett Vice President--Finance SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report, proxy statement, form of proxy or other soliciting material has been sent to holders of securities during the period covered by this report and the registrant does not intend to furnish such materials to holders of securities subsequent to the filing of this report. EXHIBIT INDEX Exhibit Number Description of Exhibit ------ ---------------------- 99.1 ANRC Auto Owner Trust 1999-A Annual Servicer's Certificate 99.2 ANRC Auto Owner Trust 2000-A Annual Servicer's Certificate 99.3 ANRC Auto Owner Trust 2001-A Annual Servicer's Certificate 99.4 Independent Accountants' Report 99.5 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

AUTO NATIONS RECEIVABLES CORP 10-K