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 fiscal year ended June 30, 1999,
Commission File No. 333-77535-01
UACSC 1999-B OWNER 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 1999-B Owner Trust, or the "Trust") is an
automobile receivable securitization trust formed pursuant to a Trust and
Servicing Agreement dated as of May 1, 1999 among UAC Securitization
Corporation, as "Seller," Union Acceptance Corporation, as "Servicer," and First
Union Trust Company, National Association, as "Owner 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 Notes or any other trust property, involving
the Owner Trustee, the Seller or the Servicer.
Item 4. Submission of Matters to a Vote of Security Holders.
No votes or consents of Noteholders 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 Notes.
Item 6. Selected Financial Data.
No financial data is required of UAC Securitization Corporation, as
Registrant (Registration Statement No. 333-77535 on form S-3), inasmuch as
the Registration Statement was filed for and on behalf of UACSC 1999-B
Owner Trust and, furthermore, because UAC Securitization Corporation is not
a guarantor of any of the payments due from the Trust to the Noteholders.
The regular monthly report form, which the Trustee is required to
include with each monthly distribution of Trust assets to Noteholders, sets
forth for the prior calendar month, as well as cumulatively, all of the
relevant financial information required by the applicable trust and
servicing agreement to be reportable to Noteholders. The UAC Securitization
Corporation UACSC 1999-B Owner 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 44 Registered
Noteholders, all of whom maintained their security positions with the
Depository Trust Company. While some of these Noteholders' security
positions in the Trust exceeded 5% of the outstanding Note 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 certificateholder, receive payments from the Trust in
accordance with the terms of the applicable trust 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 May
26, 1999 related to the Closing of the sale of the Notes which included the
definitive Trust and Servicing Agreement and the consent of the independent
accountants to the insurer. Incorporated herein and attached hereto 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 1999-B Owner Trust, for and on behalf of UACSC 1999-B Owner
Trust.
UACSC 1999-B Owner Trust
By: Union Acceptance Corporation, as Servicer
Date: September 23, 1999 By: /s/ Melanie S. Otto
-----------------------------------
Melanie S. Otto
Vice President
<PAGE>
EXHIBIT INDEX
No. Description
4 Trust and Servicing Agreement Respecting the UACSC 1999-B
Owner Trust (incorporated by Reference to Exhibit 4 to Form
8-K filed on or about May 26, 1999).
99.1 UACSC 1999-B Owner 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.
