SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the annual fiscal year ended June 30, 1999,
Commission File No. 333-52101-02
UACSC 1998-C AUTO TRUST
(Exact name of registrant as specified in its charter)
Delaware 35-1937340
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
UAC Securitization
Corporation
9240 Bonita Beach Road Suite 1109-A
Bonita Springs, Florida 34135
(address of principal (zip code)
executive offices)
UAC Securitization Corporation
Registrant's telephone number including area code (941) 948-1850
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 1937 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
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
The Registrant (the UACSC 1998-C Auto Trust, or the "Trust") is an
automobile receivable securitization trust formed pursuant to a Pooling and
Servicing Agreement dated as of September 1, 1998 among UAC Securitization
Corporation, as "Depositor," Union Acceptance Corporation, as "Servicer," and
Harris Trust and Savings Bank, as "Trustee" (the "Agreement"). The Registrant is
filing this Form 10-K and has filed current reports on Form 8-K monthly in lieu
of reports on Form 10-Q and compliance with certain other requirements of
Section 15(d) of the Securities Exchange Act of 1934, as amended, which are
otherwise applicable to the Trust, on the basis of the SEC staff position
described in numerous no-action letters applicable to securities such as those
issued pursuant to the Agreement. See, e.g., Prime Credit Card Master Trust
(pub. available October 16, 1992), Private Label Credit Card Master Trust (pub.
available May 20, 1992), Sears Receivable Financing Group, Inc. (pub. available
March 31, 1992), Discover Financing Group, Incorporated, Discover Card Trust
1991-E (pub. available February 13, 1992), Bank One Auto Trust 1995-A (pub.
available August 16, 1995) and Volkswagen Credit Auto Master Trust (pub.
available May 9, 1997).
-2-
<PAGE>
PART I
Item 1. Business.
The sole and only "business" of the Trust is the collection and
distribution of payments on the automobile and light truck receivables, in
the manner described in the Registration Statement. Accordingly, there is
no relevant information to report in response to Item 101 of Regulation
S-K.
Item 2. Properties.
The Trust does not have any physical properties. Accordingly, this
Item 2 is inapplicable.
Item 3. Legal Proceedings.
There are no material pending legal proceedings involving either the
Trust, or, with respect to any Certificates or any other trust property,
involving the Trustee, the Depositor or the Servicer.
Item 4. Submission of Matters to a Vote of Security Holders.
No votes or consents of Certificateholders were solicited during the
fiscal year ended June 30, 1999 for any purpose.
<PAGE>
PART II
Item 5. Market Price or and Dividends on the Registrant's Equity and
Related Stockholder Matters.
There is no established public trading market for the Certificates.
Item 6. Selected Financial Data.
No financial data is required of UAC Securitization Corporation, as
Registrant (Registration Statement No. 333-52101 on form S-3), inasmuch as
the Registration Statement was filed for and on behalf of UACSC 1998-C Auto
Trust and, furthermore, because UAC Securitization Corporation is not a
guarantor of any of the payments due from the Trust to Certificateholders.
The regular monthly report form, which the Trustee is required to
include with each monthly distribution of Trust assets to
Certificateholders, sets forth for the prior calendar month, as well as
cumulatively, all of the relevant financial information required by the
applicable pooling and servicing agreement to be reportable to
Certificateholders. The UAC Securitization Corporation UACSC 1998-C Auto
Trust Monthly Servicer's Certificate Report for the month ending June 30,
1999; and the December 31, 1998 and 1997 Financial Statements of MBIA
Insurance Corporation, the insurer, are incorporated herein by reference
and attached hereto as Exhibits (Exhibit No. 99-1 and 99-2, respectively).
The foregoing presents all relevant financial information relating to the
Trust. Because of the limited business activity of the Trust, the Selected
Financial Data specified in Item 301 of Regulation S-K would not provide
meaningful additional information.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Because of the limited business activity of the Trust, the
presentation of Management's Discussion and Analysis of Financial Condition
and Results of Operations, as otherwise required by Item 303 of Regulation
S-K, would not be meaningful. All relevant information is contained in the
monthly statements.
Item 8. Financial Statements and Supplementary Data.
As discussed above, furnishing the traditional financial information
required by Item 8 of Form 10-K would not add relevant information to that
provided by the foregoing statements.
Item 9. Disagreements with Accountants on Accounting and Financial
Disclosure.
Not applicable.
<PAGE>
PART III
Item 10. Directors and Executive Officers.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of September 23, 1999, there were a total of 38 Registered
Certificateholders, all of whom maintained their security positions with
the Depository Trust Company. While some of these Certificateholders'
security positions in the Trust exceeded 5% of the outstanding Certificate
Balance; such securities do not constitute voting securities within the
meaning of Item 403 of Regulation S-K.
Item 13. Certain Relationships and Related Transactions.
Union Acceptance Corporation, as Servicer, and UAC Securitization
Corporation, as Class IC Certificateholder, receive payments from the Trust
in accordance with the terms of the applicable pooling and servicing
agreement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on For 8-K.
A report on Form 8-K was filed at the end of each month during the
previous fiscal year, or portion thereof, which contained the applicable
servicer's report for the related collection periods during the period
covered by this report. In addition a From 8-K was filed on or about
September 17, 1998 related to the Closing of the sale of the Certificates
which included the definitive Pooling and Servicing Agreement and the
consent of the independent accountants to the insurer. Incorporated herein
as Exhibit 99.1 is a copy of the Monthly Servicer's Certificate Reports to
the Trust, for the month ending June 30, 1999; and as Exhibit 99.2 the
December 31, 1998 and 1997 Financial Statements of MBIA Insurance
Corporation, the insurer.
<PAGE>
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
Servicer of the UACSC 1998-C Auto Trust, for and on behalf of UACSC 1998-C
Auto Trust.
UACSC 1998-C Auto Trust
By: Union Acceptance Corporation, as Servicer
Date: September 23, 1998 By: /s/ Melanie S. Otto
-----------------------------------
Melanie S. Otto
Vice President
<PAGE>
EXHIBIT INDEX
No. Description
4 Pooling and Servicing Agreement Respecting the UACSC 1998-C
Auto Trust (incorporated by reference to Exhibit 4 to Form 8-K
filed on or about September 17, 1998).
99.1 UACSC 1998-C Auto Trust Monthly Servicer's Certificate
Reports: Month Ended June 30, 1999 (incorporated by reference
to Exhibit 99.1 to Form 8-K filed on or about July 22, 1999).
99.2 The consolidated financial statements of MBIA Insurance
Corporation and its subsidiaries as of December 31, 1998 and
December 31, 1997 and for each of the three years in the
period ended December 31, 1998, included in the Annual Report
on Form 10-K of MBIA Inc. for the year ended December 31,
1998, which was filed by MBIA Inc. with the SEC on March 26,
1999, are incorporated by reference.
