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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 1999
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: 333-64063
WFS FINANCIAL 1999-B OWNER TRUST
---------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 33-0149603
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
WFS FINANCIAL AUTO LOANS, INC.
23 PASTEUR ROAD
IRVINE, CALIFORNIA 92618
- ---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 753-3000
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. [X]
DOCUMENTS INCORPORATED BY REFERENCE: None.
Exhibit Index is on Page 7.
Page 1 of __.
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ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
On July 13, 1999 the Commission declared effective a Registration Statement on
Form S-3 (File No. 333-64063) (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), providing for the
issuance by the WFS Financial 1999-B Owner Trust (the "Trust") of the following
securities:
$190,000,000 of 5.399% Auto Receivable Backed Notes, Class A-1,
$242,000,000 of 5.833% Auto Receivable Backed Notes, Class A-2,
$348,000,000 of 6.320% Auto Receivable Backed Notes, Class A-3,
$115,000,000 of 6.420% Auto Receivable Backed Notes, Class A-4,
$105,000,000 of 6.600% Auto Receivable Backed Certificates.
The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes (the
"Notes" and together with the Certificates, the "Securities") and the
Certificates were issued by the Trust on July 20, 1999. The Notes are secured by
the assets of the Trust, while the Certificates evidence undivided fractional
interests in the assets of the Trust. The Notes and the Certificates were issued
in fully-registered form in denominations of $1,000 and integral multiples
thereof. As more fully described in the Registration Statement, the assets of
the Trust will include (i) a pool of retail installment contracts secured by
liens on new and used automobiles and light trucks ("Contracts"), (ii) financial
guaranty insurance policies issued by Financial Security Assurance Inc. (the
"Insurer"), and (iii) certain accounts maintained by the Trustee on behalf of
the Trust, including all investments held thereby and all income from the
investment of funds therein and all proceeds therefrom.
Information as to the number of Contracts remaining in the Trust, the aggregate
unpaid principal balance thereof, the decrease therein, delinquencies on the
Contracts, collections of principal and interest made, fees paid to the Servicer
and the amount of the Policies are set forth in the exhibits attached hereto or
incorporated herein in response to Item 14, below.
ITEM 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings with respect to
the Trust involving the Trust, the Trustee, the Seller or the Servicer.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the holders of the Certificates during the
fiscal year covered by this Report.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 1997, there were only two holders of record of the
Securities. See also Item 12. Security Ownership of Certain Beneficial Owners
and Management. There was no principal market in which the Securities traded.
ITEM 6. SELECTED FINANCIAL DATA
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Omitted.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
Omitted.
ITEM 11. EXECUTIVE COMPENSATION
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table reflects certain information regarding holders of record
(i.e., participants in the DTC System for which Certificates are held of record
by Cede & Co.) which beneficially own more than 5% of the Certificates as of
February 3, 20000. The dollar and percentage amounts reflected in the table
below are based upon the face amount of certificates as of the Closing Date, and
do not reflect amortization, if any, since that date. The Registrant does not
have any information as to whether the persons listed below hold such
Certificates for their own account, partially for their own account and partial
for the account of others or solely for the account of others.
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<TABLE>
<CAPTION>
Amount of Certificates Percent of Certificates
Name and Address of Participant Beneficially Owned Beneficially Owned
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<S> <C> <C>
Bankers Trust $77,700,000 74.7%
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Chase Manhattan Bank $21,450,000 20.6%
4 New York Plaza, 13th Floor
New York, NY 10004
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have not been any transactions or series of transactions since the start
of the Trust's last fiscal year between the Trust and any Certificateholder
which is identified as the beneficial owner of more than 5% of the Certificates
in Item 12, above, other than the following: Bankers Trust Company acts as the
Indenture Trustee for the Trust pursuant to an Indenture dated as of March 1,
1997 pursuant to which the Notes were issued. The fees paid to the Indenture
Trustee are consistent with those paid to unrelated parties acting as indenture
trustees in similar transactions. The amount of the fees are not material to the
operations or financial condition of the Trust.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
<TABLE>
Exhibit Number Description
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<S> <C>
20.1 Current Report on Form 8-K for the October 20, 1999
Distribution Date (incorporated herein by reference to the
WFS Financial 1999-B Owner Trust Form 8-K filed on October
28, 1999, file number 333-64063)
20.2 Current Report on Form 8-K for the January 20, 2000
Distribution Date (incorporated herein by reference to the
WFS Financial 1999-B Owner Trust Form 8-K filed on
February 15, 2000, file number 333-64063)
20.3 Accountants' Report dated January 18, 2000
20.4 Annual Statement of Compliance by Master Servicer dated
January 28, 2000
20.5 Consolidated financial statements of Financial Security
Assurance Inc. and Subsidiaries as of December 31, 1999
and 1998, and for each of the three years in the period
ended December 31, 1999 (Incorporate by reference from the
Annual Report on Form 10-K of Financial Security Assurance
Holdings Inc. for the year ended December 31, 1999 (file #
1-12644) as filed on or about March 24, 2000)
23 Written Consent of PricewaterhouseCoopers LLP
</TABLE>
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(b) Reports on Form 8-K: All reports filed on Form 8-K required to be
disclosed are identified above in response to Item 14(a).
(c) Omitted.
(d) Omitted.
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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.
WFS FINANCIAL 1999-B OWNER TRUST
BY: WFS FINANCIAL INC, as Master
Servicer
Date: March 30, 2000 By: /s/ Lee A. Whatcott
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Lee A. Whatcott, Chief Financial
Officer
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INDEX TO EXHIBITS
<TABLE>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
20.1 Current Report on Form 8-K for the October 20, 1999
Distribution Date (incorporated herein by reference
to the WFS Financial 1999-B Owner Trust Form 8-K
filed on October 28, 1999, file number 333-64063)
20.2 Current Report on Form 8-K for the January 20, 2000
Distribution Date (incorporated herein by reference
to the WFS Financial 1999-B Owner Trust Form 8-K
filed on February 15, 2000, file number 333-64063)
20.3 Accountants' Report dated January 18, 2000
20.4 Annual Statement of Compliance by Master Servicer
dated January 28, 2000
20.5 Consolidated financial statements of Financial
Security Assurance Inc. and Subsidiaries as of
December 31, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999
(Incorporate by reference from the Annual Report on
Form 10-K of Financial Security Assurance Holdings
Inc. for the year ended December 31, 1999 (file #
1-12644) as filed on or about March 24, 2000)
23 Written Consent of PricewaterhouseCoopers LLP
</TABLE>
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EXHIBIT 20.3
INDEPENDENT AUDITORS REPORT ON COMPLIANCE
Board of Directors
WFS Financial Inc
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated statement of financial condition of WFS
Financial Inc and Subsidiaries (WFS) as of December 31, 1999 and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended, and have issued our report thereon dated January 18, 2000.
In connection with our audit, nothing came to our attention that caused us to
believe that WFS failed to, in all material respects, comply with the terms,
covenants, provisions or conditions of the Sale and Servicing Agreements for WFS
Financial Auto Loans, Inc. date February 1, 1999, July 1, 1999, November 1, 1999
between Bankers Trust Company, Chase Manhattan Bank, and WFS insofar as they
relate to accounting matters. However, it should be noted that our audit was not
directed primarily toward obtaining knowledge of noncompliance.
This report is intended for the use and information of the Board of Directors
and management of WFS, Bankers Trust Company and Chase Manhattan Bank and should
not be used for any other purposes.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Los Angeles, California
January 18, 2000
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EXHIBIT 20.4
[WFS FINANCIAL LOGO]
23 PASTEUR
P.O. BOX 19733
IRVINE, CA 92613-9733
(949) 727-1000
January 28, 2000
Chase Manhattan Bank of Delaware Moody's Investors Service, Inc.
1201 Market Street 99 Church Street
Wilmington, Delaware 19801 New York, NY 10007
Bankers Trust Company Standard & Poor's Ratings Services
4 Albany Street A division of McGraw-Hill, Inc.
New York, New York 10006 25 Broadway
New York, NY 10004
Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Re: Annual Statement as to Compliance for
WFS Financial 1999-B Owner Trust
Dear Sir or Madam:
OFFICERS' CERTIFICATE
Pursuant to Section 4.10 of the Sale and Servicing Agreement ("Agreement")
dated as of November 1, 1998, and to Section 3.09 of the Indenture
("Indenture"), dated as of the same date, the undersigned officers of WFS
Financial Inc. (the "Master Service") certify that:
(i) a review of the activities of the Master Servicer since the closing
date and of its performance under the Agreement and the Indenture has been made
such officers' supervision, and
(ii) to the best of such officers' knowledge, based on such review, the
Master Servicer has fulfilled all its obligations under the Agreement and the
Indenture throughout such year and that no default under the Agreement or the
Indenture has occurred.
/s/ LEE A. WHATCOTT /s/ MARK OLSON
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Lee A. Whatcott Mark Olson
Senior Executive Vice President & CFO Senior Vice President & Controller
cc: A. Katz, Esq.
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EXHIBIT 23
[PRICEWATERHOUSECOOPERS LOGO]
CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in the Annual Report on Form 10-K
for the year ended December 31, 1999 of WFS Financial 1999-C Owner Trust of our
report dated January 25, 2000, except for Note 18, as to which the date is March
14, 2000, on our audits of the consolidated financial statements of Financial
Security Assurance Inc. and Subsidiaries as of December 31, 1999 and 1998, and
for each of the three years in the period ended December 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
March 27, 2000
