UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF1934
For the fiscal period ended December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 333-108537
INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED
in its capacity as manager of the Interstar Millennium Series 2003-5G Trust
ABN 37 663 648 829
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEW SOUTH WALES, AUSTRALIA
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
N/A
----------------------------------
(I.R.S Employer Identification No.)
LEVEL 10, 101 COLLINS STREET MELBOURNE, 3000, AUSTRALIA
----------------------------------------
(Address of principal executive offices)
(0011) 613 8616 1600
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
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 last 90 days.
Yes [ ] No [X]
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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [__] No [X]
State the aggregate market value of the voting and non-voting common equity held
by nonaffiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. Not Applicable
2
TABLE OF CONTENTS
PART 1 ...............................................................................................5
ITEM 1. BUSINESS.......................................................................................5
ITEM 2. PROPERTIES.....................................................................................5
ITEM 3. LEGAL PROCEEDINGS..............................................................................5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................5
PART II ...............................................................................................5
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES..............................................5
ITEM 6. SELECTED FINANCIAL DATA........................................................................6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS..........................................................................6
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.....................................6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................................................7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.......................................................................7
PART III ...............................................................................................8
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............................................8
ITEM 11. EXECUTIVE COMPENSATION.........................................................................8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS................................................................8
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................................................8
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................................................8
PART IV ...............................................................................................9
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 6-K AND FORM 8-K..................9
3
INTRODUCTORY NOTE
The information required for some items in Form 10-K is "not applicable" to the
Trust or the Manager. As used in this Annual Report filed on Form 10-K, "not
applicable" or the "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.
4
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Interstar Millennium Series
2003-5G Trust (the "Trust") and the Class A2 and Class B1 Mortgage Backed
Floating Rate Notes (the "Notes") issued pursuant to the Note Trust Deed dated
as of October 23, 2003 (the "Note Trust Deed"), between Perpetual Trustees
Victoria Limited, the issuer trustee (the "Issuer Trustee"); Interstar
Securitisation Management Pty Limited (the "Manager"), as Manager; and The Bank
of New York, as note trustee (the "Note Trustee"). Capitalised terms used in
this Form 10-K and not defined have the same meanings given to them in the
Prospectus and Series Notice relating to the Notes.
The only business of the Trust is the collection and distribution of payments on
the residential mortgage loans in the manner described in the Registration
Statement on Form S-11 (File No. 333-108537) (the "Registration Statement").
Accordingly, there is no relevant information to report in response to Item 101
of Regulation S-K.
ITEM 2. PROPERTIES
The registrant and the Trust do not own any physical properties. Information
regarding the mortgage loans is furnished under Item 15 - Exhibit 99.1 and is
incorporated herein by reference.
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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No votes or consents of Noteholders were solicited during the fiscal year for
any purpose.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Notes are not traded on any nationally recognized exchange in the United
States.
The Notes are currently represented by certificates registered in the name of
Cede & Co., the nominee of The Depository Trust Company ("DTC"). 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.
The trust pays no dividends with respect to the Notes, the information required
by Item 201(c) of Regulation S-K regarding dividends is inapplicable to the
Trust. See Exhibit 99.1 for information with respect to distributions to
Noteholders.
5
ITEM 6. SELECTED FINANCIAL DATA
The Manager incorporates by reference its Noteholders Reports, filed as periodic
filings on Form 6-K and on Form 8-K, as applicable, in respect of the Trust
under Central Index Key 0001174852 and Central Index Key 0001286229 which
contain all financial information related to the Trust relevant to the holders
of the Notes (the "Noteholders"), pursuant to rule 12b-23 promulgated under the
Securities Exchange Act of 1934.
The Manager globally incorporates by reference and attaches hereto as Exhibit
13.1, pursuant to Rules 12b-23 promulgated under the Securities Exchange Act of
1934, the following quarterly Noteholders Report (the "Noteholder Report"), for
the quarterly Payment Date in January 2004 filed on Form 6-K in respect of the
Trust under Central Index Key 0001174852, and for the quarterly Payment Dates in
April 2004, July 2004 and October 2004 filed on Form 8-K in respect of the Trust
under Central Index Key 0001286229, which include all financial information
relating to the Trust that is relevant to Noteholders:
o Noteholders Report for the January 20, 2004 Payment Date
o Noteholders Report for the April 20, 2004 Payment Date
o Noteholders Report for the July 20, 2004 Payment Date
o Noteholders Report for the October 20, 2004 Payment Date
The Manager also attaches hereto, as Exhibit 99.1 the following document:
o Aggregate Totals for the period January 1, 2004 to the end of the Trust's
fiscal year on December 31, 2004.
The foregoing presents all relevant financial information relating to the Trust.
Because of the limited business activity of the Trust, the Selected Financial
Data in Item 301 of Regulation S-K would not provide any meaningful additional
information.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 would be required by Item 303 of Regulation S-K, would
not be meaningful. All relevant information is contained in the quarterly
servicing reports (filed under Current Reports on Form 6-K and on Form 8-K, as
applicable) as described above.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CURRENCY EXCHANGE CONTROL RISK
Interest and principal payments to holders of the Notes are paid in United
States dollars ("U.S. dollars"). However payments on the mortgage loans (the
"Collections") are received by the Issuer Trustee, in Australian dollars, in
Australia. Pursuant to certain swap agreements ("Currency Swaps"), the Issuer
Trustee is required to pay a portion of the Collections to certain swap
counterparties (the "Currency Swap Providers") who in turn pay ("Swap Currency
Exchange"), at the direction of the Issuer Trustee, U.S. dollars to the holders
of the Notes. It is possible that in the future, Australia may impose exchange
controls that affect the availability of Australian dollar payments for making
payments under the Currency Swaps. The holders of the Notes will bear the risk
of the imposition of foreign exchange controls by the Australian government that
impact upon the Issuer Trustee's ability to exchange the Collections for U.S.
dollars.
The Issuer Trustee has no control over such risk, which will generally be
affected by economic and political events in Australia. If the Issuer Trustee
does not pay some or all of the amount in Australian dollars which it is
required to pay the Currency Swap Providers under the Currency Swaps, the
Currency Swap Providers are only required to pay the U.S. dollar equivalent of
the amounts they actually receive. In such event, it is unlikely that the Trust
would have sufficient U.S. dollars to make the payments due on the Notes.
6
The specific prior approval of the Reserve Bank of Australia or the Minister for
Foreign Affairs of the Commonwealth of Australia must be obtained for certain
transactions involving or connected with individuals or entities listed in the
relevant Commonwealth Government Gazette as persons or entities identified with
terrorism or to which financial sanctions apply, including:
o certain Yugoslav entities or individuals; and
o the Government of Zimbabwe, any public authority or controlled entity of
the Government of Zimbabwe and certain other individuals identified by the
Reserve Bank of Australia.
Any person holding financial or other assets of persons or entities listed as
terrorists by the Minister for Foreign Affairs in the Commonwealth Gazette is
prohibited from using or dealing with those assets. It is a criminal offence to
make assets available to such persons. The persons or entities listed as
terrorists under the Charter of the United Nations (Terrorism and Dealings with
Assets) Regulations 2002 and the Iraq (Reconstruction and Repeal of Sanctions)
Regulations 2003 include:
o the Taliban (also known as the Islamic Emirate of Afghanistan) or any
undertaking owned or controlled, directly or indirectly, by the Taliban;
o Osama bin Laden, the Al-Qaeda organisation and certain other individuals
identified by the Reserve Bank of Australia as being linked to terrorism;
o Jemiah Islamiah; and
o the previous Government of Iraq, Saddam Hussein, other senior officials of
his regime and their immediate families.
CURRENCY EXCHANGE RATE RISK
Interest and principal on the Notes are payable in U.S. dollars and the Issuer
Trustee's primary source for funding its payments on the Notes is its
Collections on the mortgage loans, which will be sourced in Australian dollars.
If the Currency Swap Providers were to fail to perform under the Currency Swaps
or were to be discharged from such performance because of a default thereunder
by the Issuer Trustee, the Issuer Trustee might have to exchange its Australian
dollars for U.S. dollars at an exchange rate that is less favorable to the
Issuer Trustee than when the Currency Swaps were entered into and might
therefore not have sufficient U.S. dollars to make timely payments on the Notes,
even though the delinquency and loss experience on the mortgage loans may be
acceptable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
As discussed above, furnishing the financial information required by Item 8 of
Form 10-K would not add any relevant information to that provided by the
foregoing statements. Because the Notes are essentially "pass-through"
securities, the Trust will have "income" only in the limited sense of collecting
payments on the mortgage loans. The only material items of "expense" for the
Trust will be the amounts paid as servicing compensation, and coupon interest to
investors. The quarterly Noteholder reports (filed on Form 6-K and Form 8-K, as
applicable) disclose the amount of "income" and "expenses" of the Trust.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no disagreements on accounting disclosures.
7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Trust has no directors or executive officers. Therefore, this item is not
applicable.
ITEM 11. EXECUTIVE COMPENSATION
The Trust has no directors or executive officers. Therefore, this item is not
applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
All of the Noteholders maintained their security positions with the DTC. While
some of the Noteholders' security positions in the Trust may exceed 5% of the
outstanding amount of the Notes, such Notes do not constitute voting securities
within the meaning of Item 403 of Regulation S-K.
As at the date of this report, none of the officers or directors of the
Registrant owns a beneficial interest in either the Trust, or in the Registrant.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Interstar Securitisation Management Pty Limited is a wholly owned subsidiary of
Interstar Wholesale Finance Pty Limited (formerly, Interstar Securities
(Australia) Pty Limited). Its principal business activity is the management of
securitisation trusts established under the Interstar Millennium Trust
Programmes.
Interstar Wholesale Finance Pty Limited acts as servicer (the "Servicer") to the
Trust. The servicer receives a servicer fee direct from the Trust.
The Servicer is a wholly owned direct subsidiary of Interstar Wholesale Finance
Holdings Pty Limited (formerly, Interstar Securities Holdings Pty Limited)
("Interstar Holdings"). All shares in Interstar Holdings are ultimately owned
(effective September 29, 2003) by Challenger Financial Services Group Limited, a
public company listed on the Australian Stock Exchange.
The Manager has entered into an arrangement with the Servicer, whereby the
Servicer provides services and various facilities to the Trust Manager on
commercial terms, in order for the Manager to carry out its functions as manager
under the securitization trusts. Interstar Securitisation Management Pty Limited
pays management fees to the Servicer.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Asset-Backed Issuers are not required to disclose the information required by
this item.
8
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 6-K
AND ON FORM 8-K
(a) (1) and (2):
Incorporated herein as Exhibit 99.1 are the aggregate totals of the quarterly
Noteholder Reports to the Trust for the 12 months ended December 31, 2004. A
copy of the Officer's Certificate of Compliance is attached hereto as Exhibit
No. 99.3
(a) (3) EXHIBITS:
- ------------------------- --------------------------------------------------- ----------------------
Designation Description Method of Filing
- ------------------------- --------------------------------------------------- ----------------------
Exhibit 13.1 Noteholders Reports for the January 20, 2004, 13.1
April 20, 2004, July 20, 2004 and the October 20,
2004 Payment Dates
Exhibit 31.1 Section 302 Certification 31.1
Exhibit 99.1 Aggregate Totals for the period January 1, 2004 99.1
to December 31, 2004
Exhibit 99.2 Independent Auditor's Annual Servicer Compliance 99.2
Certificate
Exhibit 99.3 Officer's Certificate of Compliance 99.3
Exhibit 99.4 Servicer's Certificate of Compliance 99.4
- ------------------------- --------------------------------------------------- ----------------------
(b) FOR THE JANUARY 20, 2004 PAYMENT DATE A REPORT ON FORM 6-K WAS FILED BY THE
REGISTRANT IN ORDER TO PROVIDE THE STATEMENTS FOR QUARTERLY DISTRIBUTIONS
TO THE NOTEHOLDERS.
FOR THE APRIL 20, 2004 PAYMENT DATE A REPORT ON FORM 8-K WAS FILED BY THE
REGISTRANT IN ORDER TO PROVIDE THE STATEMENTS FOR QUARTERLY DISTRIBUTIONS
TO THE NOTEHOLDERS.
FOR THE JULY 20, 2004 PAYMENT DATE A REPORT ON FORM 8-K WAS FILED BY THE
REGISTRANT IN ORDER TO PROVIDE THE STATEMENTS FOR QUARTERLY DISTRIBUTIONS
TO THE NOTEHOLDERS.
FOR THE OCTOBER 20, 2004 PAYMENT DATE A REPORT ON FORM 8-K WAS FILED BY THE
REGISTRANT IN ORDER TO PROVIDE THE STATEMENTS FOR QUARTERLY DISTRIBUTIONS
TO THE NOTEHOLDERS.
NO OTHER REPORTS ON EITHER FORM 6-K OR FORM 8-K HAVE BEEN FILED DURING THE LAST
TWELVE MONTHS COVERED BY THIS REPORT.
9
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.
INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED
/s/ Sam Kyriacou
- -------------------------
Name: Sam Kyriacou
Title: Director
Date: March 24, 2005
10
INDEX TO EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
- ----------- --------------------------------------------------------------------
13.1 Noteholders Reports for the January 20, 2004, April 20,
2004, July 20, 2004 and the October 20, 2004 Payment Dates
31.1 Section 302 Certification
99.1 Aggregate Totals for the Period January 1, 2004 to December 31, 2004
99.2 Independent Auditor's Annual Servicer Compliance Certificate
99.3 Officer's Certificate of Compliance
99.4 Servicer's Certificate of Compliance
11