UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(MARK ONE)
|_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
|_| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal period ended June 30, 1999
OR
|X| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from May 13, 1999 to June 30, 1999
Commission file number 333-64199
Westpac Securitisation Management Pty Limited
in its capacity as trust manager of the Series 1999-1G WST Trust
Australian Company Number 081 709 211
(Exact name of Registrant as specified in its charter)
New South Wales, Australia
(Jurisdiction of incorporation or organization)
60 Martin Place, Sydney, NSW 2000, Australia
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of
the Act:
None
Securities required to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
US$883,900,000 Class A Mortgage Backed Floating Rate Notes due 2030
(the "Notes")
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 last 90 days.
Yes |X| No |_|
Indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17|_| Item 18|_| Incorporated by Reference to filings on Form 6K|X|
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CROSS-REFERENCE SHEET
20-F Item Number and Caption Location
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PART I
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1. Description of Business Not applicable
2. Description of Property Property
3. Legal Proceedings Legal Proceedings
4. Control of Registrant Control of Registrant
5. Nature of Trading Market Market Price Information
6. Exchange Controls and Other Limitations Affecting
Security Holders Exchange Controls and Other Limitations
Affecting Security Holders
7. Taxation Taxation
8. Selected Financial Data Selected Financial Data
9. Management's Discussion and Analysis of Financial
Condition and Results of Operations Not applicable
9A Disclosure of Market Risks Inherent in Derivatives
and other Financial Instruments Market Risks
10. Directors and Officers of Registrant Not applicable
11. Compensation of Directors and Officers Not applicable
12. Options to Purchase Securities from Registrant or
Subsidiaries Not applicable
13. Interest of Management in Certain Transactions Interest of Management in Certain
Transactions
PART II
14. Description of Securities to be Registered Not applicable
PART III
15. Defaults upon Senior Securities Defaults upon Senior Securities
16. Changes in Securities and Changes in Security for
Registered Securities and Use of Proceeds Changes in Securities and Changes in Security
for Registered Securities and Use of Proceeds
PART IV
17. Financial Statements Not applicable
18. Financial Statements Not applicable
19. (a) Financial Statements Periodic filings on Form 6-K incorporated
by reference
(b) Exhibits Exhibits
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TABLE OF CONTENTS
Part I
Incorporation of Certain Documents by Reference..............................1
Property.....................................................................1
Legal Proceedings............................................................1
Control of Registrant........................................................1
Market Price Information.....................................................2
Exchange Controls and Other Limitations Affecting
Security Holders...........................................................2
Taxation.....................................................................3
Selected Financial Data......................................................4
Market Risks.................................................................5
Interest of Management in Certain Transactions...............................5
Part II
Not Applicable...............................................................5
Part III
Defaults Upon Senior Securities..............................................5
Changes in Securities and Changes in Security for
Registered Securities and Use of Proceeds..................................5
Part IV
Financial Statements and Exhibits............................................6
Signatures...................................................................7
Index of Exhibits............................................................8
Exhibits
Exhibit 99.1: The Trust Manager Officer's Certificate of Compliance..........9
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PART 1
This Annual Report on Form 20-F relates to the Series 1999-1G WST
Trust (the "Trust") and the Class A Mortgage Backed Floating Rate Notes due
May 19, 2030, Series 1999-1G (the "Notes") issued pursuant to the Note
Trust Deed dated as of May 15, 1999, (the "Note Trust Deed"), between
Westpac Securities Administration Limited, as issuer trustee (the "Issuer
Trustee"); Westpac Securitisation Management Pty Limited (the "Trust
Manager"), as trust manager; and Morgan Guaranty Trust Company of New York,
London Office, as note trustee (the "Note Trustee"). Capitalized terms used
herein and not defined have the same meanings ascribed to such terms in the
Prospectus Supplement for the above-referenced Certificates.
The information required for some items in Form 20-F is "not
applicable" to the Trust or the Trust Manager. As used in this Annual
Report filed on Form 20-F, "not applicable" or "Not Applicable" means that
the response to the referenced item is omitted in reliance on the
procedures outlined in numerous no-action letters issued by the
Commission's Staff with respect to substantially similar certificates and
trusts that file annual reports on Form 10-K.
Item 2. PROPERTY
The property of the Trust consists solely of residential mortgage
loans. An Officer's Certificate of Compliance, executed by a director of
the Trust Manager is filed herewith as Exhibit 99.1. Such statement
certifies that the Trust Manager and the Issuer Trustee, in such
capacities, have complied with all conditions and covenants under the
Transaction Documents for the issuance of the Notes by the Trust.
The Officer's Certificate attached as Exhibit 99.1 covers only the
short period between the closing of the transaction and the end of the
Trust Manager's fiscal year. As such, no relevant financial material or
data has been prepared because no distributions were made to the
Noteholders before the end of the Trust Manager's fiscal year on June 30,
1999. As such, Item 8: Selected Financial Data and Item 9A: Market Risks
will not be applicable for this Annual Report. Due to the abbreviated
nature of the relevant time period, no such information is available and no
changes in the relevant market risks have occurred since the filing of the
Prospectus relating to the Notes.
Item 3. LEGAL PROCEEDINGS
The Trust Manager knows of no material legal proceedings involving
any of the Trust, the Trust Manager, the Servicer or the Issuer Trustee.
Item 4. CONTROL OF REGISTRANT
The Notes are currently represented by certificates registered in
the name of Cede & Co., the nominee of The Depository Trust Company.
Accordingly, Cede & Co. is the sole holder of record of the Notes, which it
held on behalf of brokers, dealers, banks and other direct participants in
the DTC system.
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Item 5. MARKET PRICE INFORMATION
The Notes are not traded on any nationally recognized exchange in
the United States. The Notes are listed and exchanged on the London Stock
Exchange.
Item 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY
HOLDERS
The Australian Banking (Foreign Exchange) Regulations and other
Australian legislation and regulations control and regulate or permit the
control and regulation of a broad range of payments and transactions
involving non-residents of Australia. Pursuant to certain general and
specific exemptions, authorities and approvals, however, the Trust Manager
and the Issuer Trustee are not restricted from transferring funds from
Australia or placing funds to the credit of non-residents of Australia
subject to:
(i) withholding taxes (see "Item 7. Taxation" below) in relation
to remittances of interest payments;
(ii) a restriction on making payments from Australia to the
Government of Iraq, its agencies or nationals; and
(iii) a restriction on transactions involving the transfer of
funds or payments to or from, by the order of, or on
behalf of the authorities in the Federal Republic of
Yugoslavia (Serbia and Montenegro), or their agencies,
who are not residents of Australia; and
(iv) a restriction on transactions involving the transfer of
funds or payments to, by the order of, or on behalf of:
o the Government of Libya or a public authority of Libya;
o any commercial, industrial or public utility
undertaking owned or controlled, directly or
indirectly, by the Government of Libya, or by a
public authority of Libya, or by an entity that
is owned or controlled by the Government of
Libya or a public authority of Libya; or
o any person acting for or on the behalf of the
Government of Libya or a public authority of
Libya or an undertaking or entity as described
above.
Notwithstanding the restrictions referred to in paragraphs (ii),
(iii) and (iv) above, the Reserve Bank of Australia may approve certain
transactions in circumstances it deems appropriate.
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Effectively, the only exchange controls limiting the purchase of
domestic securities by non-residents retained in terms of the Trust Manager
or the Trust are the Foreign Exchange Regulations relating to the
requirement of the Reserve Bank of Australia approval for investment in
Australia by central banks, foreign governments and foreign government
agencies, which are holders of the official exchange reserves of their
country and do not act independently of their government with respect to
investment decisions.
Item 7. TAXATION
Certain Australian Tax Matters
The following statements with respect to Australian taxation are
only general summaries and are based on advice received by the
Trust Manager. Purchasers of Notes should consult their own tax advisers
concerning the consequences, in their particular circumstances, under
Australian tax laws, and the laws of any other taxing jurisdiction, of the
ownership of or any dealing in the Notes.
Payments of Principal, Premiums and Interest
Under existing Australian tax law, non-resident holders of Notes
or interests in any Global Note (other than persons holding such securities
or interest as part of a business carried on, at or through a permanent
establishment in Australia (an "Australian Establishment")) are not subject
to Australian income tax on payments of interest or amounts in the nature
of interest, including, subject to the fulfilment of all conditions
required by section 128F of the Australian Income Tax Assessment Act 1936
(the "Tax Act") as set forth below, interest withholding tax. Under Article
11 of the 1983 United States-Australia Tax Treaty, the maximum Australian
withholding rate on interest paid to United States residents who are
entitled to the benefit of such Treaty is 10%. Under Australian law, the
withholding rates for payments to other jurisdictions is currently 10% on
interest or amounts in the nature of interest paid on the Notes. A premium
on redemption would generally be treated as an amount in the nature of
interest for this purpose.
Pursuant to section 128F of the Tax Act, an exemption from
Australian interest withholding tax applies provided all prescribed
conditions are met. Such conditions include the issue of the Notes in a way
that satisfies an objective public offer test. The Issuer Trustee will seek
to issue the Notes in a way that will satisfy such test and otherwise meet
the requirements of section 128F including by listing the Notes.
The test will not be satisfied if the Issuer Trustee knew, or had
reasonable grounds to suspect, that the Notes were being or would later be
acquired either directly or indirectly by an associate of the Issuer
Trustee within the meaning of Section 128F of the Tax Act, other than in
the capacity of a dealer, manager or underwriter in relation to the
placement of a Note.
The exemption from Australian withholding tax will also not apply
to interest paid by the Issuer Trustee to an associate of the Issuer
Trustee within the meaning of section 128F if, at the time of the payment,
the Issuer Trustee knows, or has reasonable grounds to suspect, that the
person is an associate.
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Profit on Sale
Under current Australian law, non-resident holders of Notes will
not be subject to Australian income tax on profits derived from the sale or
disposal of Notes (but see below for discussion of Australia's capital
gains provisions):
(1) if the profits do not have an Australian source; or
(2) where the profits do have an Australian source, if the
holder is resident in a country with which Australia has
entered into a double tax treaty, is entitled to the
benefit of that treaty and the profits are business
profits for the purposes of the treaty which are not
attributable to a business carried on through an
Australian Establishment.
The source of any profit on the disposal of Notes will depend on
the factual circumstances of the actual disposal. Where the Notes are
acquired and disposed of pursuant to contractual arrangements entered into
and concluded outside Australia, and the seller and the purchaser are
non-residents of Australia and do not have an Australian Establishment, the
profit should not have an Australian source. There are, however, specific
withholding tax rules that can apply to treat a portion of the sale price
of Notes as interest for withholding tax purposes (and which amounts are
not covered by the exemption conditions in section 128F). These rules can
apply when:
(1) Notes are sold for an amount in excess of their issue price
prior to maturity; or
(2) Notes are sold to an Australian resident in connection
with a "washing arrangement" (as defined in the Tax Act).
Under provisions for the taxation of capital gains, non-resident
holders of Notes would be subject to Australian tax on profits derived from
the sale or disposal of Notes if the Notes were at any time prior to the
sale or disposal held as part of a business carried on through an
Australian Establishment.
Other Taxes
No stamp, issue, registration or similar taxes are payable in
Australia in connection with the issue of the Notes. Furthermore, a
transfer of, or agreement to transfer, Notes executed outside of Australia
will not be subject to Australian stamp duty.
Item 8. SELECTED FINANCIAL DATA
Pursuant to Item 2, no financial information related to the
Certificates is available at this time.
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Item 9A. MARKET RISKS
Pursuant to Item 2, no new market risks developed between the
filing of the Prospectus Supplement for Series 1999-1G on May 7, 1999 and
the end of the Trust Manager's fiscal year on June 30, 1999. Please consult
the Prospectus Supplement for Series 1999-1G if any questions related to
Market Risks remain.
Item 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
None.
PART II
NOT APPLICABLE
PART III
Item 15. DEFAULTS UPON SENIOR SECURITIES
None
Item 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED
SECURITIES AND USE OF PROCEEDS
None
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PART IV
Item 19. FINANCIAL STATEMENTS AND EXHIBITS
a. See the "Selected Financial Data" section in this Annual Report and the
Exhibits described in section (b) below.
b. Exhibits
The following documents are filed as part of this Annual Report:
1. Exhibit 99.1: The Trust Manager Officer's Certificate of Compliance
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant certifies that it meets all of the requirements
for filing on Form 20-F and has duly caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
WESTPAC SECURITISATION MANAGEMENT
PTY LIMITED
/s/ Marten Touw
--------------------------------
Name: Marten Touw
Title: Director
Date: December 30, 1999
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INDEX TO EXHIBITS
Exhibit No. Document Description
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99.1 The Trust Manager Officer's Certificate of Compliance
8
EXHIBIT 99.1
WESTPAC SECURITISATION MANAGEMENT PTY LIMITED
OFFICER'S CERTIFICATE OF COMPLIANCE
The undersigned officer of Westpac Securitisation Management Pty
Limited, a company organized under the laws of New South Wales, Australia
("WSM"), hereby certifies on behalf of WSM and on his own behalf for
purposes of the Series 1999-1G WST Trust Class A Mortgage Backed
Floating Rate Notes the "Notes"), as follows:
1. I am a duly appointed, qualified and acting Director of WSM;
2. I am duly authorized to execute and deliver this Officer's
Certificate on behalf of WSM; and
3. To the best of my knowledge, the Issuer Trustee has complied with
all conditions and covenants under the Transaction Documents,
for the Series 1999-1G WST Trust issue of Notes for the period
between May 13, 1999 and the end of the Trust Manager's fiscal
year on June 30, 1999.
Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Note Trust Deed related to the
above-referenced issue of Notes.
IN WITNESS WHEREOF, I have signed my name as of December 30, 1999.
/s/ Marten Touw
----------------------------
By: Marten Touw
Director
Westpac Securitisation Management
Pty Limited
