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 OF 1934.
For the fiscal year ended December 31, 2000.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-35542
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WODFI LLC
(Exact name of registrant as specified in its charter)
Delaware Non-applicable
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
190 NW 12TH Avenue, Deerfield Beach, FL 33442
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(Address of principal executive offices) (Zip Code)
(954)429-2200
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(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(g) of the Act:
Series 2000-1, Floating Rate Automobile Dealer Floorplan Asset-Backed Notes,
Class A
Series 2000-1, Floating Rate Automobile Dealer Floorplan Asset-Backed Notes,
Class B
(Title of Class)
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)
As of December 31, 2000, the aggregate market value of the Class A Certificates
and Class B Certificates of Series 2000-1 was approximately $700,000,000.
Documents incorporated by reference
None.
World Omni Master Owner Trust
PART I
ITEM 2. PROPERTIES
ITEM 2. PROPERTIES
The Series 2000-1 Floating Rate Automobile Dealer Floorplan Asset
Backed Notes, Class A and Class B (respectively, the "Class A Notes" and the
"Class B Notes" and, collectively, the "Term Notes") were issued by the World
Omni Master Owner Trust (the "Trust"), a Delaware business trust created
pursuant to a Trust Agreement between WODFI LLC, a Delaware limited liability
company, and Chase Manhattan Bank USA, National Association (successor-by-merger
to Chase Manhattan Bank Delaware), as owner trustee, pursuant to an Indenture
between the Trust and BNY Midwest Trust Company (as successor-in-interest to the
corporate trust administration of Harris Trust and Savings Bank), as indenture
trustee.
In addition to the Term Notes, the Trust has issued the Series 1999-VFN
Asset Backed Notes and the Series 2000-VFN Asset Backed Notes (together with the
Term Notes, the "Notes"). WODFI LLC owns the equity in the Trust, which is
represented by a certificate (the "Certificate"). The certificate represents the
remainder interest in the Trust not represented by the Notes.
As of December 31, 2000, the outstanding principal balance of the
Series 2000-1 Floating Rate Automobile Dealer Floorplan Asset Backed Notes,
Class A was $646,000,000, the outstanding principal balance of the Series 2000-1
Floating Rate Automobile Dealer Floorplan Asset Backed Notes, Class B was
$54,000,000, the outstanding principal balance of the Series 1999-VFN Asset
Backed Notes was $150,000,000, and the outstanding principal balance of the
Series 2000-VFN Asset Backed Notes was $150,000,000.
The Notes are secured by the assets of the Trust, and each series of
Notes is allocated a varying percentage of the collections on the assets of the
Trust. The assets of the Trust consist primarily of a revolving pool of
receivables arising under selected revolving floorplan financing agreements
entered into with World Omni Financial Corp. by retail automobile dealers to
finance their inventory of new and used automobiles and light-duty trucks and
may also include participation interests in financing arrangements of a third
party.
Receivables are sold by World Omni Financial Corp. to WODFI LLC and are
then transferred by WODFI LLC to the Trust. The Trust has granted a security
interest in the receivables and other property of the Trust to the trustee under
the Indenture for the notes for the benefit of the noteholders. The trust
property also includes:
- - security interests in the collateral securing the
dealers'obligations to pay the receivables, which will include
unsold vehicles and which may include parts inventory,
equipment, fixtures, service accounts, real estate and
guarantees;
- - amounts held on deposit in specified trust accounts maintained for the
trust or for a series or class of notes;
- - recourse World Omni Financial Corp. may have against the dealers under
the financing agreements; and
- - an assignment of WODFI LLC's rights under the agreement under which it
purchased the receivables from World Omni Financial Corp.
As new receivables arise under the selected financing agreements, they
generally will be transferred to the trust on a daily basis. Prior to the date
on which funds are required to be set aside for payment on a series of notes,
the trust generally will transfer the principal collections on the receivables
to the certificateholders, provided there are sufficient assets in the trust. If
there are not sufficient assets in the trust, the trust will retain the
principal collections and invest them in eligible investments.
As of December 31, 2000, the assets of the trust consisted of the
accounts from approximately 240 dealers, with an aggregate receivables principal
balance of approximately $1,068,777,040.45. With to these dealer accounts:
- - there were 75 active accounts with dealers of Southeast Toyota
Distributers, Inc., an affiliate of World Omni Financial Corp., and
165 accounts of other dealers;
- - the average credit line per account was $5.17 million; the
average principal balance of receivables per account was $4.49
million; and the aggregate total principal balance of
receivables as a percentage of the aggregate total credit line
was approximately 86.84%
- - the weighted average spread over the prime rate charged to dealers was
(0.28%); and
- - the weighted average spread over LIBOR charged to dealers was 2.03%.
As of December 31, 2000, [add delinquency, default and loss data].
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2000, there were no material legal proceedings in
respect to the Trust or the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No vote or consent of the holders of the Class A Notes or the holders
of the Class B Notes has been solicited.
Part II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Depository Trust Company is registered holder of all Class A Notes.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
Beneficial owners of more than 5% of the Class A Notes at December 31, 2000:
Amount of Percent
Title of Class Name Certificates Held of Class
Class A Northern Trust Company 209,600,000 32.45%
801 S. Canal C-In
Chicago, Il 60607
Class A The Bank of New York 146,000,000 22.60%
925 Patterson Plank Road
Secaucus, NJ 07094
Class A Chase Manhattan Bank 115,000,000 17.80%
4 New York Plaza
13th Floor
New York, NY 10004
Class A Wells Fargo Bank Minnesota, N.A. 55,000,000 8.15%
733 Marquette Avenue
N9306-051
Minneapolis, MN 55479
Class A Citibank, N.A. 50,000,000 7.74%
3800 Citicorp Center
Tampa Building B/Floor 1
Tampa, FL 33610-9122
Class A Boston Safe Deposit and Trust 46,250,000 7.16%
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Beneficial owners of more than 5% of the Class B Notes at December 31, 2000:
Amount of Percent
Title of Class Name Certificates Held of Class
Class B Bankers Trust Company 21,200,000 39.26%
648 Grassmere Road
Nashville, TN 37211
Class B Boston Safe Deposit and 11,300,000 20.93%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Class B Citibank, N.A. 10,000,000 18.52%
3800 Citicorp Center
Tampa Building B/Floor 1
Tampa, FL 33610-9122
Class B Chase Manhattan Bank 9,000,000 16.67%
4 New York Plaza
13th Floor
New York, NY 10004
**Source: The Depository Trust Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no transactions of the type described in S-K item 404(a)(3)
between the Trust and any 5% beneficial owner of the Class A Notes.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 10-K
(1) Annual Officer's Certificate
(2) Annual Accountants' Report*
(3) Summary of Monthly Reports
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* The Accountants' Report relates to compliance with the requirements of the
Servicing Agreement. It is not being filed because the distribution of such
Report is restricted to the parties to the Servicing Agreement. Per Statement on
Auditing Standards AU 623.20 the restriction arises because the matters on which
the accountant is reporting are set forth in a document that is not available to
other persons. A copy of the Report will be provided to the Securities and
Exchange Commission upon request, at which time the Registrant will request
confidential treatment of the Report. The limited distribution of this type of
Report was discussed at a SEC Regulations Committee meeting on March 7, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WODFI LLC
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(Registrant)
BY: World Omni Financial Corp.,
as Servicer
Date: April 2, 2001 BY: /s/Alan J. Browdy
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Alan J. Browdy
Vice President, Finance
World Omni Financial Corp.
(Duly Authorized Officer of the Servicer
on behalf of the Trust)
EXHIBIT INDEX
Exhibit Page No.
(1) Annual Officer's Certificate 1
(2) Annual Accountants' Report (not being filed)
(3) Summary of Monthly Reports 2