4
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 June 30, 2000
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 number 333 -46945
Westpac Securitisation Management Pty Limited
In its capacity as trust manager of the
Series 1999-1G WST Trust
Australian Business Number 73 081 709 211
(Exact name of registrant as specified in its
charter)
New South Wales, Australia
(State or other jurisdiction of incorporation or
organization)
98-0181944
---------------
(I.R.S. Employer Identification No.)
60 Martin Place, Sydney, NSW 2000, Australia
(Address of principal executive offices) (Zip Code)
+612 9226 3212
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 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
State the aggregate market value of the voting and
non-voting common equity held by non-affiliates of
the registrant. The aggregate market value shall be
computed by reference to the price at which the
common equity was sold, or the average bid and asked
prices of such common equity, as of a specified date
within 60 days prior to the date of filing.
Not applicable
DOCUMENTS INCORPORATED BY REFERENCE
The Trust Manager incorporates by reference its
periodic filings of Form 6-K (Payment Dates August
19, 1999, November 19, 1999 and February 22, 2000)
and Form 8-K (Payment Dates May 19, 2000 and August
21, 2000), which contain all financial information
relating to the Trust relevant to the holders of the
Notes (the "Noteholders").
PART I
Item 1. Business
Page 1
Item 2. Properties
Page 1
Item 3. Legal Proceedings
Page 1
Item 4. Submission of Matters to a Vote of Security Holders
Page 1
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Page 1
Item 6. Selected Financial Data.
Not Applicable
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation
Not Applicable
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Page 2
Item 8. Financial Statements and Supplementary Data
Not Applicable
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure
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.
Not Applicable
Item 13. Certain Relationships and Related Transactions
Not Applicable
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
Form 8-K
Page3
PART I
Item 1. Business.
This Annual Report on Form 10-K relates to the
Series 1999-1G WST Trust (the "Trust") and the
Class A and Class B Mortgage Backed Floating
Rates Notes, Series 1999-1G (the "Notes")
issued pursuant to the Note Trust Deed dated as
of May 13, 1999, between Westpac Securities
Administration Limited, as Trustee (the "Issuer
Trustee"); Westpac Securitisation Management
Pty Limited (the "Trust Manager") as trust
manager; and Citibank, London Office, as
Principal Paying Agent. Capitalised terms used
in this Form 10-K and not defined have the same
meanings ascribed to such terms in the
Prospectus for the above-referenced Notes.
The information required for some items in Form
10-K is Not applicable to the Trust or the
Trust Manager. As used in this Annual Report
files on Form 10-K, not applicable or Not
Applicable means that the response to the
referenced item is omitted in reliance on the
procedures outlined in the 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. Properties.
The property of the Trust consists solely of
residential mortgage loans. Information
concerning such property can be found in the
quarterly Noteholders Reports, as Forms 6-K and
Forms 8-K as incorporated by reference and
attached as Exhibit 99.1 the Aggregate Totals
for the Fiscal Year. Additionally, an
Officer's Certificate of Compliance, executed
by a director of the Trust Manager is filed
with this Form 10-K as Exhibit 99.3. Such
statement certifies that the Trust Manager, in
such capacity, has complied with all conditions
and covenants under the Transaction Documents
for the issuance of the Notes by the Trust.
Item 3. Legal Proceedings.
The Trust Manager knows of no material legal
proceedings involving any Trust, the Trust
Manager, the Servicer or the Issuer Trustee.
Item 4. Submission of Matters to a Vote of
Security Holders.
None
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters.
The Notes are not traded on any nationally
recognised exchange in the United States. The
Notes are listed and exchanged on the London
Stock Exchange.
Item 6. Selected Financial Data.
Not Applicable
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation.
Not Applicable
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk.
Currency Exchange Control Risk
Interest and principal payments to holders of
Notes are paid in United States dollars ("U.S.
dollars"). However payments on the Housing
Loans are received by the Issuer Trustee, in
Australian dollars, in Australia (the
"Collections"). Pursuant to certain swap
agreements (the "Swap Agreements") the Issuer
Trustee is required to pay a portion of the
Collections to certain swap counterpartys (the
"Currency Swap Providers") who in turn pays
("Swap Currency Exchange"), at the direction of
the Issuer Trustee, U.S. dollars to the
Noteholders, (the "Currency Swap"). It is
possible that in the future Australia may
impose exchange controls that affect the
availability of Australian dollar payments for
making payments under the Currency Swap. The
holders of the Notes will bear the risk of the
imposition of foreign exchange controls by the
Australian government that impact upon the
Issuer Trustee's ability to exchange the
Collections for U.S. dollars. The Issuer
Trustee has no control over such risk, which
will generally be affected by economic and
political events in Australia. If the Issuer
Trustee does not pay some or all the amount in
Australian dollars which it is required to pay
the Currency Swap Provider under the Currency
Swap, the Currency Swap Provider is only
required to pay the U.S. dollar equivalent of
the amounts it actually receives. In such
event, it is unlikely that the Trust would have
sufficient U.S. dollars to make the payments
due on the Notes.
Under temporary Australian foreign exchange
controls, which may change in the future,
payments by an Australian resident to, or on
behalf of the following payees may only be made
with Reserve Bank of Australia approval:
- the Government of Iraq or its agencies or
nationals;
- the authorities of the Federal Republic of
Yugoslavia (Serbia and Montenegro) or its
agencies, who are not residents of Australia;
- the Government of Libya or any public
authority or controlled entity of the
Government of Libya, including any commercial,
industrial or public utility undertaking owned
or controlled by the Government of Libya or by
a public authority of Libya;
- the Taliban (also known as the Islamic
Emirate of Afghanistan) or any undertaking
owned or controlled, directly or indirectly,
by the Taliban; or
- the National Union for Total Independence of
Angola as an organization, senior officials of
UNITA or adult members of the immediate
families of senior officials of UNITA.
Currency Exchange Rate Risk.
Interest and principal on the Notes is payable
in U.S. dollars and the Trust's primary source
for funding its payments on the Notes is its
Collections on the Housing Loans, which will be
sourced in Australian dollars. If the Currency
Swap Providers were to fail to perform under
the Currency Swap or were to be discharged from
such performance because of a default
thereunder by the Trust, the Trust might have
to exchange its Australian dollars for U.S.
dollars at an exchange rate which is currently
less favourable to the Trust than when the
Currency Swap was entered into and might
therefore not have sufficient U.S. dollars to
make timely payments on the Notes, even though
the delinquency and loss experience on the
Housing Loans may be acceptable.
Item 8. Financial Statements and Supplementary
Data.
Not Applicable
Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial
Disclosure.
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.
Not Applicable
Item 13. Certain Relationships and Related
Transactions.
Not Applicable
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K.
Documents incorporated by reference
Form 6-K for the August 19, 1999 Payment Date
Form 6-K for the November 19, 1999 Payment Date
Form 6-K for the February 22, 2000 Payment Date
Form 8-K for the May 19, 2000 Payment Date
Form 8-K for the August 21, 2000 Payment Date
Documents attached to this Form 10-K
99.1 Aggregate Totals for the Fiscal Year
The Trust manager also attaches hereto the
following documents
99.2 Custodial Services Audit Report by
PricewaterhouseCoopers
99.3 Officer's Certificate of Compliance
Exhibit 99.1
AGGREGATE TOTALS FOR THE FISCAL YEAR
NOTEHOLDERS REPORT - SERIES 1999-1G WST TRUST
Housing Loan Collection Period 01-Apr-99 to 09-Aug-00
(inclusive) (inclusive)
Days in Collection Period 497
Coupon Period 13-May-99 to 21-Aug-00
(inclusive) (exclusive)
Days in Coupon Period 466
3 month BBSW (average) 5.4903%
3 Month USD-LIBOR (average) 5.8918%
Foreign Exchange Rate 0.6550
Available Income 109,388,422
Total Available Funds 112,536,352
Accrued Interest Adjustment 12,848,465
Redraws Made 141,297,108
Redraw Shortfall 0
Redraw Facility Draw 0
RFS Issued This Period 0
Trust Expenses 4,248,964
Total Payment 107,216,334
Payment Shortfall 3,147,931
Principal Draw This Period 3,147,931
Total Principal Draws Outstanding 0
Gross Principal Collections 588,192,036
Principal Collections 446,894,927
Excess Available Income 5,320,018
Excess Collections Dist. 2,172,088
Liquidity Shortfall 0
Liquidity Net Draw / (Repayment)
this period 0
Remaining Liquidity Shortfall 0
Liquidation Loss 0
Principal Charge Offs 0
Prepayment Benefit Shortfall 409,654
Average Daily Balance 1,143,403,635
Subordinated Percentage 3.2127%
Initial Subordinated Percentage 2.4400%
Average Quarterly Percentage 0.3137%
Stated Amount - AUD Equiv. Percentage Forex % Chargeoffs
Class A 905,718,652.18 96.78733% 1.00000
Class B 33,750,000.00 3.21267%
RFS 0.00 0.00000
TOTAL 939,468,652.18 100.00000% 100.00000%
Stated Amount - USD Bond Factor
Class A 593,245,717.18 0.6711684 0.00
Class B 22,106,250.00 1.0000000 0.00
RFS 0.00 0.00 0.00
TOTAL 615,351,967.18 0.6791917 0.00
$A
Scheduled principal 40,590,197
Unscheduled principal 403,098,250
---------------
Principal Collections 443,688,447
---------------
Fixed Interest Rate Housing Loan 221,413,210
Variable Rate Housing Loans 718,055,442
---------------
939,468,652
---------------
Exhibit 99.2
PRICEWATEHOUSECOOOPERS LETTERHEAD
Westpac Securities Administration Limited
4th Floor, Endeavour House
50 Pitt Street
SYDNEY, NSW 2000
Attention: Mr Robert Hamilton
The Mortgage Company Pty Limited
25 Pierson Street
LOCKLEYS SA 5032
Attention: Mr Mike Dilworth
Dear Sirs/Mesdames
Scope
We have audited the control procedures of The
Mortgage Company Pty Limited (the "Servicer")
in relation to its role as custodian as
at 10 February 2000 in order to express an
opinion about their effectiveness based upon the
requirements of Clause 3.3 of the Westpac
Securitisation Trusts ("WST") Servicing Agreement
(the " Agreement").
The control procedures operating in relation to the
Series 1999-1 G WST Trust were
audited as part of the overall custody audit of the
WST Securitisation Program.
Unless otherwise defined, terms and phrases have the
same definition as those appearing in
the WST Transaction Documents.
The criteria required by Schedule 2 of the Agreement
are that:
1. the custodial duties and responsibilities of the
Servicer, as outlined in Section 3 of
the Agreement, are met;
2. the Relevant Documents are capable of
identification, segregated by reference to
the relevant Portfolio of Receivables and from other
mortgage title documents held
by the Servicer;
3. the Relevant Documents may not be removed or
tampered with except with
appropriate authorisation; and
4. an appropriate tracking system is in place such
that the location of the Relevant
Documents can be detected at any time.
The Servicer, under the delegation of the Trustee,
is responsible for maintaining an
effective internal control structure for the
custodial operations of Series 1999-1 G WST
Trust. We have conducted an independent audit of the
control procedures in order to
express an opinion on them to the Trustee and the
Servicer .
Our audit of the control procedures has been
conducted in accordance with Australian
Auditing Standard AUS 810 "Special Purpose Reports
on the Effectiveness of Control
Procedures" and accordingly included such tests and
procedures as we considered
necessary in the circumstances. These procedures
have been undertaken to form an
opinion whether in all material respects, the
control procedures in relation to the Servicer's
role as custodian were adequately designed so as to
achieve the criteria referred to above,
and were operating effectively at the time of our
audit.
This report has been prepared for distribution to
the Trustee and the Servicer for the
purpose of monitoring the Servicer's custodial role.
We disclaim any assumption of
responsibility for any reliance on this report to
any person other than those mentioned, or
for any purpose other than that for which it was
prepared.
Inherent Limitations
Because of the inherent limitations of any internal
control structure it is possible that errors
or irregularities may occur and not be detected.
Further, the internal control structure,
within which the control procedures that we have
audited operate, has not been audited and
no opinion is expressed as to its effectiveness.
An audit is not designed to detect all weaknesses in
control procedures as it is not
performed continuously throughout the period and the
tests performed are on a sample
basis.
Any projection of the evaluation of control
procedures to future periods is subject to the
risk that the procedures may become inadequate
because of changes in conditions, or that
the degree of compliance with them may deteriorate.
The audit opinion expressed in this report has been
formed on the above basis.
Audit Opinion
In our opinion the Servicer maintained, in all
material respects, effective control
procedures in relation to the custodial operations
of the WST Securitisation Program,
which includes Series 1999-1G WST Trust, as at 10
February 2000 based on the criteria
referred to above.
/s/ PricewaterhouseCoopers
--------------------------------------
PricewaterhouseCoopers
Chartered Accountants
/s/ MJ Codling
-----------------------
Partner
Sydney, 22 March 2000
Exhibit 99.3
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 and Class B Mortgage
Backed Floating Rate Notes (collectively, 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 July 1,
1999 and June 30, 2000.
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 September 26, 2000
/s/ Lewis E. Love
----------------
By: Lewis E. Love
Director
Westpac Securitisation Management
Pty Limited
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.
(Registrant) Westpac Securitisation Management Pty Limited
____________________________________________________
By /s/ Lewis E. Love - Director
____________________________________________________
September 26, 2000
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the
registrant and in the capacities and on the dates
indicated.
By /s/ R. P. Handley - Director
____________________________________________________
September 26, 2000
By /s/ Rob Whitfield - Director
____________________________________________________
September 26, 2000
