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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F
(MARK ONE)
|_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the period from September 17, 1999 to September 30, 1999.
Commission file number 333-84977
Crusade Management Limited
in its capacity as Manager of the Crusade Global Trust No. 1 of 1999
Australian Company Number 072 715 916
(Exact name of Registrant as specified in its charter)
New South Wales, Australia
(Jurisdiction of incorporation or organization)
Level 11, 55 Market 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$994,000,000 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 6-K | |
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CROSS-REFERENCE SHEET
20-F Item Number and Caption Location
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PART I
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.............. Not applicable
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
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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
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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
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 Manager Officer's Certificate of Compliance...............9
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PART 1
This Annual Report on Form 20-F relates to the Crusade Global
Trust No. 1 of 1999 (the "Trust") and the Class A-1, Class A-2, and Class
A-3 Mortgage Backed Floating Rate Notes (the "Notes") issued pursuant to
the Note Trust Deed dated as of September 17, 1999 (the "Note Trust Deed"),
between AXA Trustees Limited, as issuer trustee (the "Issuer Trustee");
Crusade Management Limited (the "Manager"), as Manager; and Bankers Trust
Company, as note trustee (the "Note Trustee"). Capitalized terms used in
this Form 20-F and not defined have the same meanings given to them in the
Prospectus Supplement relating to the Notes.
The information required for some items in Form 20-F is "not
applicable" to the Trust or the 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 securities and trusts that file
annual reports on Form 10-K.
Item 2. PROPERTY
The property of the Trust primarily consists of residential mortgage
loans. An Officer's Certificate of Compliance, executed by a director of
the Manager is filed herewith as Exhibit 99.1. Such statement certifies
that the 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
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 Manager's fiscal year on September 30, 1999. As such, Item
8: Selected Financial Data 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 Manager knows of no material legal proceedings involving any
of the Trust, the 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 holds 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 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.
o UNITA or the Taliban (which includes the Islamic
Emirates of Afghanistan) and certain of their
associated entities and people.
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.
Effectively, the only exchange controls limiting the purchase of
domestic securities by non- residents retained in terms of the 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.
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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 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.
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):
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(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 Notes
is available at this time.
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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
5
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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 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.
CRUSADE MANAGEMENT LIMITED
/s/ Michael Bowan
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Name: Michael Bowan
Title: Company Secretary
Date: March 31, 2000
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INDEX TO EXHIBITS
Exhibit No. Document Description
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99.1 The Manager Officer's Certificate of Compliance
8
EXHIBIT 99.1
CRUSADE MANAGEMENT LIMITED
OFFICER'S CERTIFICATE OF COMPLIANCE
The undersigned officer of Crusade Management Limited, a company
organized under the laws of New South Wales, Australia ("CML"), hereby
certifies on behalf of CML and on his own behalf for purposes of the
Crusade Global Trust No. 1 of 1999 Class A-1, Class A-2, and Class A-3
Mortgage Backed Floating Rate Notes (the "Notes"), as follows:
1. I am a duly appointed, qualified and acting Officer of CML;
2. I am duly authorized to execute and deliver this Officer's
Certificate on behalf of CML; and
3. To the best of my knowledge, the Issuer Trustee has complied
with all conditions and covenants under the Transaction
Documents, for the Crusade Global Trust No. 1 of 1999 issue of
Notes for the period between September 17, 1999 and the end of
the Manager's fiscal year on September 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 March 31, 2000.
/s/ Michael Bowan
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Name: Michael Bowan
Title: Company Secretary
