SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the period from September 29, 1999
(Commencement of Operations) to December 31, 1999
[ ] 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 333-63005-01
SSB VEHICLE SECURITIES INC.
(Exact name of registrant as specified in its charter)
Delaware N/A
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
c/o The Chase Manhattan Bank, as Indenture Trustee
450 West 33rd Street
New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (212) 783-7000
SSB VEHICLE SECURITIES INC.
BMW VEHICLE OWNER TRUST 1999-A
(Title of each class of securities covered by this Form)
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/A or any amendment to
this Form 10-K/A. [X]
Documents incorporated by reference: None
Page 1 of 5
This report consists 13 of consecutively numbered pages.
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AMENDMENT NUMBER 1 OF 1
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SSB VEHICLE SECURITIES INC.
BMW VEHICLE OWNER TRUST 1999-A
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Exhibits:
Annual Servicer Statement of Compliance, filed as Exhibit 99.1 hereto.
Annual Statement of Independent Accountants Report for the Servicer,
filed as Exhibit 99.2 hereto.
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were
filed by the Registrant during the last quarter of 1999.
Current Reports on Form 8-K, dated October 25, 1999, November 26,
1999, and December 27, 1999, were filed for the purpose of filing the
Monthly Statement sent to the Holders of the Offered Certificates for
payments made on the same dates. The items reported in such Current Report
were Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
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SIGNATURE
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.
SSB VEHICLE SECURITIES INC.
Date: May 25, 2000 By: /s/Ted Yarbrough
-----------------------------
Ted Yarbrough
Assistant Vice President
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EXHIBIT INDEX
Exhibit Description Page
99.1 Servicer's Annual Statement of Compliance 6
99.2 Servicer's Annual Independent Accountant's Report 8
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EXHIBIT 99.1
Servicer's Annual Statement of Compliance
-6-
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OFFICER'S CERTIFICATE
To: The Chase Manhattan Bank, as Indenture Trustee
This Compliance Certificate is furnished pursuant to Section 4.10 of that
certain Sale and Servicing Agreement dated as of September 1, 1999, among BMW FS
Funding Corp., as Seller, BMWFS, as Seller, Servicer, Administrator and
Custodian, Chase Manhattan Bank, as Indenture Trustee, SSB Vehicle Securities,
Inc., as Depositor, and the BMW Vehicle Owner Trust 1999-A as Issuer (the "Sale
and Servicing Agreement") (all capitalized terms used herein without definition
have the respective meanings specified in the Sales and Servicing Agreement).
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am a duly authorized officer of the Servicer;
2. I have reviewed the terms of the Sale and Servicing Agreement and I have
made, or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Servicer and the performance of its
obligations thereunder during the period from September 29, 1999 to December 31,
1999;
3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes a
Termination Event or Potential Termination Event, as each such term is defined
under the Sale and Servicing Agreement, during the period from September 29,
1999 to December 31, 1999, except as set forth below.
Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Servicer has taken, is taking, or proposes to
take with respect to each such condition or event:
IN WITNESS WHEREOF, I have affixed hereunto set my hand this 10th day of
April, 2000.
By: BMW Financial Services NA, Inc.
/s/ John Christman
John Christman
Title: Vice President, Finance and Risk
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EXHIBIT 99.2
Servicer's Annual Independent Accountant's Report
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KMPG
345 Park Avenue
New York, NY 10154
Telephone 212 758 9700
Fax 212 758 9819
Independent Accountant's Report
On Applying Agreed-Upon Procedures
Board of Directors
BMW Financial Services NA. Inc.
5515 Parkcenter Circle
Dublin, OH 43017
Ladies and Gentlemen:
We have performed the procedures enumerated below, which were agreed to by BMW
Financial Serivces NA, Inc. (BMW FS or the Servicer), solely to assist the
addressee in evaluating the accuracy of certain specified information in
connection with the Sales and Servicing Agreement (the Agreement) dated
September 1, 1999 among BMW Vehicle Owner Trust 1999-A, as Issuer, SSB Vehicle
Securities, Inc., as Depositor, BMW FS, as Seller, Servicer, Administrator and
Custodian, BMW FS Funding Corporation, as Seller, and The Chase Manhattan Bank,
as Indenture Trustee.
This engagement to apply agreed-upon procedures was performed in accordance with
standards established by the American Institute of Certified Public Accountants.
The sufficiency of the procedures is solely the responsibility of the
addressees. Consequently, we make no representation regarding the sufficiency of
the procedures described below either for the purpose for which this report has
been requested or for any other purpose.
For purposes of presenting our procedures and findings, the phrase "compared"
means compared and found to be in agreement with, unless otherwise noted.
"Recalculated" means recomputed and found to be in agreement with, unless
otherwise noted.
In connection with the agreed upon procedures:
We are independent certified public accountants with respect to the Servicer as
contemplated by Rule 101 of the Code of Professional Conduct of the American
Institute of Certified Public Accountants.
Our procedures and findings were as follows:
1. a) We obtained from the Servicer a copy of the December 1, 1999 through
December 31, 1999 Monthly Servicing Report (the Report) dated January 25, 2000
for BMW Vehicle Owner Trust I999-A. This Report was prepared by the Servicer and
is attached as Exhibit 1.
b) We compared all amounts and percentages appearing on the Report and on
the monthly summaries prepared by the Servicer in support of the Report to
computer reports and schedules prepared by the Servicer. where applicable (as
identified by the letter A on Exhibit 1), or to the previous month's Servicer
Report (as identified by the letter B on Exhibit 1). The Servicer has
represented that such computer reports and schedules were extracted from or
derived from the BMW FS accounting records. Other applicable amounts and
percentages appearing on the Report were recalculated (as identified by the
letter C on Exhibit 1).
The following exceptions were noted:
The dollar amount of "Receipts of Scheduled Principal" included on the
Report is $19,290,898 but the corresponding dollar amount appearing on the
supporting computer report was $19,007,776. However, management has provided us
with additional supporting documentation for the difference noted between the
dollar amount included on the Report and the corresponding dollar amount
appearing on the supporting computer report.
The dollar amount of "Receipts of Interest" included on the Report is
$6,003,868 but the corresponding dollar amount appearing on the supporting
computer report was $6,271,656. However, management has provided us with
additional supporting documentation for the difference noted between the dollar
amount included on the Report and the corresponding dollar amount appearing on
the supporting computer report.
The amount of "Number of Contracts-Ending Period" included on the Report is
50,000 but the corresponding amount appearing on the supporting computer report
was 49,980.
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2. We obtained from the Servicer a schedule reflecting the expected last payment
due date for all accounts in the pool of loans included in BMW Vehicle Owner
Trust 1999-A as of December 31, 1999. This schedule provided to us by the
Servicer indicated that the last expected payment due date for any individual
loan account is May 2005. Such date is earlier than six months prior to the
Final Scheduled Maturity Date (May 2006), as indicated in the BMW Vehicle Owner
Trust 1999-A Prospectus dated September 22, 1999.
We were not engaged to, and did not, perform an audit, the objective of which
would be the expression of an opinion on the specified elements, accounts, or
items noted above. Accordingly, we do not express such an opinion. Had we
performed additional procedures, other matters might have come to our attention
that would have been reported to you.
This report is intended solely for the use of the addressees and should not be
used by those who have not agreed to the procedures and taken responsibility for
the sufficiency of the procedures for their purposes. However, it is our
understanding that the Servicer will provide copies of this report to The Chase
Manhattan Bank, as Indenture Trustee, and Wilmington Trust Company, as Owner
Trustee, in accordance with Section 4.11 of the Agreement. The receipt of this
report by such parties acknowledges the sufficiency of the procedures performed
for their purposes.
The terms of our engagement are such that we have no obligation to update this
letter because of events and transactions occurring subsequent to the date of
this letter.
/s/ KPMG
March 8, 2000
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<TABLE>
<S> <C> <C>
EXHIBIT 1
BMW Vehicle Owner Trust 1999-A
Collection Period Ending 12/31/1999
Distribution Date: 01/25/2000
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Balances
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Initial Period End
Receivables A $1,000,392,272 A $980,844,509
Pre-Funding Account | $112,777,957 | $0
Capitalized Interest Account | $2,509,221 | $0
Reserve Account | $37,514,710 C $46,078,136
Certificate Interest Reserve Account | $1,153,970 | $1,153,970
Yield Supplement Overcollateralization | $18,170,230 | $18,170,229
Class A-1 Notes | $190,000,000 | $57,674,286
Class A-2 Notes | $400,000,000 | $400,000,000
Class A-3 Notes | $300,000,000 | $300,000,000
Class A-4 Notes | $171,600,000 | $171,600,000
Class B Certificates | $33,400,000 | $33,400,000
Current Collection Period
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Beginning Receivables Outstanding B $902,284,105
Subsequent Receivables Added A $112,777,951
Calculation of Total Distribution Amount
Regular Principal Distributable Amount
Receipts of Scheduled Principal A $19,290,898
Receipts of Pre-Paid Principal | $14,739,888
Principal Balance Allocable to Liquidated Receivables | $186,760
Principal Balance Allocable to Purchased Receivables $0
Total Receipts of Principal C $34,217,547
Interest Distribution Amount
Receipts of Interest A $6,003,868
Servicer Advances | $832,499
Reimbursement of Previous Servicer Advances | $985,299
Interest Allocable to Liquidated Receivables | $103,403
Accrued Interest on Purchased Receivables | $0
Recoveries | $15,335
Net Investment Earnings | $539,742
Total Receipts of Interest C $6,509,548
Release from Yield Supplement Overcollateralization $0
Release from Certificate Interest Reserve Account $0
Release from Pre-Funding Account A $6
Total Distribution Amount C $40,540,341
Ending Receivables Outstanding A,C $980,844,509
Servicer Advance Amounts
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Beginning Period Unreimbursed Previous Servicer Advances B $1,658,934
Current Period Servicer Advances A $832,499
Current Reimbursement of Previous Servicer Advances | $985,299
Ending Period Unreimbursed Previous Servicer Advances C $1,506,134
Collection Account
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Deposits to Collection Account A $40,540,341
Withdrawals from Collection Account
Servicing Fees C $751,903
Noteholder Interest Distribution | $5,008,549
Noteholder Principal Distribution | $32,217,547
Certificateholder Interest Distribution | $192,328
Certificateholder Principal Distribution | $0
Reserve Account Deposit | $370,014
Certificate Interest Reserve Deposit | $0
Unpaid Trustee Fees | $0
Total Distributions from Collection Account | $40,540,341
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Note Distribution Account
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Amount Deposited from the Collection Account C $39,226,095
Amount Deposited from the Reserve Account $0
Amount Paid to Noteholders C $39,226,095
Certificate Distribution Account
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Amount Deposited from the Collection Account C $192,328
Amount Deposited from the Reserve Account $0
Amount Deposited from the Certificate Interest Reserve Account $0
Amount Paid to Certificateholders C $192,328
Distributions
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Monthly Principal Distributable Amount Current Payment Ending Balance Per $1,000 Factor
Class A-1 Notes C $32,217,547 C $57,674,286 C $180.09 C 30.35%
Class A-2 Notes $0 | $400,000,000 | $0.00 | 100.00%
Class A-3 Notes $0 | $300,000,000 | $0.00 | 100.00%
Class A-4 Notes $0 | $171,600,000 | $0.00 | 100.00%
Class B Certificates $0 | $33,400,000 | $0.00 | 100.00%
Interest Distributable Amount Current Payment Per $1,000
Class A-1 Notes C $417,495 C $2.20
Class A-2 Notes | $2,053,333 | $5.13
Class A-3 Notes | $1,602,500 | $5.34
Class A-4 Notes | $935,220 | $5.45
Class B Certificates | $192,328 | $5.76
Carryover Shortfalls
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Prior Period Carryover Current Payment Per $1,000
Class A-1 Interest Carryover Shortfall $0 $0 $0
Class A-2 Interest Carryover Shortfall $0 $0 $0
Class A-3 Interest Carryover Shortfall $0 $0 $0
Class A-4 Interest Carryover Shortfall $0 $0 $0
Certificate Interest Carryover Shortfall $0 $0 $0
Receivables Data
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Beginning Period Ending Period
Number of Contracts B 46,256 A 50,000
Weighted Average Remaining Term | 41.18 | 42.74
Weighted Average Annual Percentage Rate | 7.87% | 8.03%
Aggregate Principal Balance of Deferred Receivables $0 $0
Number of Deferred Contracts 0 0
Delinquencies Aging Profile End of Period Dollar Amount Percentage
Current A $856,402,979 A 87.31%
1-29 days | $110,046,559 | 11.22%
30-59 days | $12,039,538 | 1.23%
60-89 days | $1,950,329 | 0.20%
90 + days | $405,105 | 0.04%
Total | $980,844,509 | 100.00%
Delinquent Receivables +30 days past due C $14,394,972 C 1.47%
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Liquidated Receivables
Beginning Period Liquidated Receivables B $56,770
Current Period Liquidated Receivables A $186,760
Cumulative Liquidated Receivables C $243,531
Recoveries A $15,335
Realized Losses
Beginning Period Realized Losses B $32,426
Current Period Realized Losses C $171,426
Cumulative Realized Losses | $203,852
Repossessions Dollar Amount Units
Beginning Period Repossessed Receivables Balance B $787,063 B 31
Ending Period Repossessed Receivables Balance A $1,051,257 A 42
Principal Balance of 90+ Day Repossessed Vehicles | $41,767 | 1
Yield Supplement Overcollateralization
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Beginning Period Required Amount B $16,275,397
Beginning Period Amount A $18,170,229
Ending Period Required Amount | $15,673,397
Current Period Release for Deposit to Collection Account $0
Ending Period Amount C $18,170,229
Next Distribution Date Required Amount A $15,082,027
Capitalized Interest Account
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Beginning Period Required Amount B $1,488,934
Beginning Period Amount | $1,488,934
Net Investment Earnings A $7,016
Current Period Release to BMW FS Receivables Corp | $1,488,934
Ending Period Required Amount C $0
Ending Period Amount $0
Pre-Funding Account
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Beginning Period Amount B $112,777,957
Net Investment Earnings A $365,214
Release to Servicer for Additional Loans | $112,777,951
Current Period Release for Deposit to Collection Account | $6
Ending Period Amount C $0
Reserve Account
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Beginning Period Required Amount B $45,114,205
Beginning Period Amount | $41,478,949
Net Investment Earnings A $162,885
Current Period Deposit | $4,599,187
Current Period Release to BMW FS Receivables Corp $0
Ending Period Required Amount C $49,042,225
Ending Period Amount | $46,078,136
Certificate Interest Reserve Account
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Beginning Period Required Amount B $1,153,970
Beginning Period Amount | $1,153,970
Net Investment Earnings A $4,627
Current Period Deposit | $0
Current Period Release for
Deposit to Certificate Distribution Account | $0
Ending Period Required Amount C $1,153,970
Ending Period Amount | $1,153,970
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