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, 2001.
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
333-35542
(Commission file number)
WODFI LLC
(Exact name of registrant and grantor of the Trusts as specified in its charter)
World Omni Master Owner Trust
(Issuer with respect to the Securities)
Delaware
(State or other jurisdiction of incorporation or organization)
65-0934017
(Registrant's IRS Employer or Identification No.)
190 NW 12th Avenue
Deerfield Beach, FL 33442
(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (954) 429-2200
Securities registered pursuant to Section 12(b) and 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 or any amendment to this
Form 10-K. (X)
As of December 31, 2001, World Omni Financial Corp. owned all of the
outstanding equity interests in the registrant and the issuer.
Documents incorporated by reference
None.
World Omni Master Owner Trust
PART I
ITEM 2. PROPERTIES
The Series 2000-1 Floating Rate Automobile Dealer Floorplan Asset
Backed Notes, Class A and Class B (respectively, the "Series 2000-1 Class A
Notes" and the "Series 2000-1 Class B Notes") and the Series 2001-1 Floating
Rate Automobile Dealer Floorplan Asset Backed Notes, Class A and Class B
(respectively, the "Series 2001-1 Class A Notes" and the "Series 2001-1 Class B
Notes", and collectively together with the Series 2000-1 Class A Notes and the
Series 2000-1 Class B Notes, 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, 2001, the outstanding principal balance of the
Series 2000-1 Class A Notes was $646,000,000, the outstanding principal balance
of the Series 2000-1 Class B Notes, was $54,000,000, the outstanding principal
balance of the Series 2001-1 Class A Notes was $277,000,000, the outstanding
principal balance of the Series 2001-1 Class B Notes was $23,000,000 and the
outstanding principal balance of the Series 1999-VFN Notes was $0.00, and the
outstanding principal balance of the Series 2000-VFN Notes was $0.00.
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:
o 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;
o amounts held on deposit in specified trust accounts maintained for the
Trust or for a series or class of notes;
o recourse World Omni Financial Corp. may have against the dealers under
the financing agreements; and
o 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, 2001, the assets of the Trust consisted of the
accounts from approximately 219 dealers, with an aggregate receivables principal
balance of approximately $882,444,845.77. With regard to these dealer accounts:
o there were 72 active accounts with dealers of Southeast Toyota
Distributers, LLC., an affiliate of World Omni Financial Corp., and 147 accounts
of other dealers;
o the average credit line per account was $5.94 million; the average
principal balance of receivables per account was $3.99 million; and the
aggregate total principal balance of receivables as a percentage of the
aggregate total credit line was approximately 67.14%
o the weighted average spread over the prime rate charged to dealers was
- -.42%; and
o the weighted average spread over LIBOR charged to dealers was 2.10%.
For additional information regarding the assets of the Trust as of
December 31, 2001, and for the year then ended see Exhibit 24.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2001, 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 Term Notes or Certificates has
been solicited.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
World Omni Financial Corp. owns 100% of the beneficial interest in
WODFI LLC and the Trust.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 10-K
(1) Underwriting Agreement, dated as of March 22, 2000, among, WODFI LLC,
World Omni Financial Corp. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the Series 2000-1 Class A Notes. Incorporated by
reference as filed on Exhibit 1.1 to the Registrant's 8-K filed on September 26,
2000.
(2) Underwriting Agreement, dated as of March 22, 2000, among WODFI LLC,
World Omni Financial Corp. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the Series 2000-1 Class B Notes. Incorporated by
reference as filed on Exhibit 1.2 to the Registrant's 8-K filed on September 26,
2000.
(3) Second Amended Limited Liability Company Agreement, dated as of March
31, 2000, among WODFI LLC and World Omni Financial Corp. Incorporated by
reference as filed on Exhibit 3.2 to the Registrant's 8-K filed on September 26,
2000.
(4) Amended and Restated Indenture, dated as of April 6, 2000, 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.
Incorporated by reference as filed on Exhibit 4.1 to the Registrant's 8-K filed
on September 26, 2000.
(5) Series 2000-1 Supplement, dated as of April 6, 2000, to Amended and
Restated Indenture, dated as of April 6, 2000, 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. Incorporated by reference
as filed on Exhibit 4.2 to the Registrant's 8-K filed on September 26, 2000.
(6) Amended and Restated Series 1999-VFN Supplement, dated as of April 6,
2000, to Amended and Restated Indenture, dated as of April 6, 2000, 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.
Incorporated by reference as filed on Exhibit 4.3 to the Registrant's 8-K filed
on September 26, 2000.
(7) Amended and Restated Trust Sale and Servicing Agreement, dated as of
April 6, 2000, among World Omni Financial Corp., as servicer, WODFI LLC, and the
Trust. Incorporated by reference as filed on Exhibit 99.1 to the Registrant's
8-K filed on September 26, 2000.
(8) Amended and Restated Receivables Purchase Agreement, dated as of April
6, 2000, between World Omni Financial Corp., as seller, and WODFI LLC, as buyer.
Incorporated by reference as filed on Exhibit 99.2 to the Registrant's 8-K
filed on September 26, 2000.
(9) Amendment No. 1 to Amended and Restated Receivables Purchase Agreement,
dated as of August _______, 2000, between World Omni Financial Corp., as seller,
and WODFI LLC, as buyer. Incorporated by reference as filed on Exhibit 99.3 to
the Registrant's 8-K filed on September 26, 2000.
(10) Amendment No. 1 to Amended and Restated Trust Sale and Servicing
Agreement, dated as of August ____, 2000, between World Omni Financial Corp.,
as seller, and WODFI LLC, as buyer. Incorporated by reference as filed on
Exhibit 99.4 to the Registrant's 8-K filed on September 26, 2000.
(11) Underwriting Agreement, dated as of February 21, 2001, among World Omni
Financial Corp., WODFI LLC, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the $157,000,000 Series 2001-1 Class A Notes.
Incorporated by reference as filed on Exhibit 1.1 to the Registrant's 8-K filed
on April 10, 2001.
(12) Underwriting Agreement, dated as of February 21, 2001, among World Omni
Financial Corp., WODFI LLC, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the Series 2001-1 Class B Notes. Incorporated by
reference as filed on Exhibit 1.2 to the Registrant's 8-K filed on April 10,
2001.
(13) Series 2001-1 Supplement, dated as of March 6, 2001, to Amended and
Restated Indenture, dated as of April 6, 2000, between the Trust and BNY Midwest
Trust Company, as indenture trustee, relating to the Series 2001-1 Notes.
Incorporated by reference as filed on Exhibit 4.1 to the Registrant's 8-K filed
on April 10, 2001.
(14) Placement Agency Agreement, dated as of February 21, 2001, among World
Omni Financial Corp., WODFI LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the $120,000,000 Series 2001-1 Class A Notes.
Incorporated by reference as filed on Exhibit 4.2 to the Registrant's 8-K filed
on April 10, 2001.
(15) Class A Purchase Agreement, dated as of February 21, 2001, among WODFI
LLC, World Omni Financial Corp. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, relating to the $120,000,000 Series 2001-1 Class A Notes.
Incorporated by reference as filed on Exhibit 4.3 to the Registrant's 8-K filed
on April 10, 2001.
(16) Series 2000-VFN Supplement, dated as of December 22, 2000, to Amended
and Restated Indenture, dated as of April 6, 2000, between the Trust and BNY
Midwest Trust Company, as indenture trustee, relating to the Series 2000-VFN
Notes. Incorporated by reference as filed on Exhibit 4.4 to the Registrant's
8-K filed on April 10, 2001.
(17) Amendment No. 1 to Series 2000-VFN Supplement, dated as of February 5,
2001, between the Trust and BNY Midwest Trust Company, as indenture trustee,
relating to the Series 2000-VFN Notes. Incorporated by reference as filed on
Exhibit 4.5 to the Registrant's 8-K filed on April 10, 2001.
(18) Amendment No. 2 to Series 2000-VFN Supplement, dated as of February 15,
2001, between the Trust and BNY Midwest Trust Company, as indenture trustee,
relating to the Series 2000-VFN Notes. Incorporated by reference as filed on
Exhibit 4.6 to the Registrant's 8-K filed on April 10, 2001.
(19) Variable Funding Note Purchase Agreement, dated as of December 22,
2000, by and among World Omni Financial Corp., the Trust, Park Avenue
Receivables Corporation, The Chase Manhattan Bank, and the other APA Banks from
time to time parties thereto, relating to the Series 2000-VFN Notes.
Incorporated by reference as filed on Exhibit 4.7 to the Registrant's 8-K
filed on April 10, 2001.
(20) Amendment No. 1 to Variable Funding Note Purchase Agreement, dated as
of February 5, 2001, among World Omni Financial Corp., the Trust, Park Avenue
Receivables Corporation, The Chase Manhattan Bank, and the APA Banks from time
to time parties thereto, relating to the Series 2000-VFN Notes. Incorporated by
reference as filed on Exhibit 4.8 to the Registrant's 8-K filed on April 10,
2001.
(21) Amendment No. 2 to Variable Funding Note Purchase Agreement, dated as
of February 8, 2001, among World Omni Financial Corp., the Trust, Park Avenue
Receivables, The Chase Manhattan Bank, and the APA Banks from time to time
parties thereto, relating to the Series 2000-VFN Notes. Incorporated by
reference as filed on Exhibit 4.9 to the Registrant's 8-K filed on April 10,
2001.
(22) Annual Officer's Certificate
(23) Annual Accountants' Report*
(24) Summary of Monthly Reports
* 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
(Registrant)
BY: World Omni Financial Corp.,
as Servicer
Date: April 2, 2002
BY:/s/
Frank A. Armstrong
Vice President and Chief
Financial Officer
World Omni Financial Corp.
(Duly Authorized Officer of the
Servicer on behalf of the Trust)
EXHIBIT INDEX
Exhibit Page No.
(22) Annual Officer's Certificate 1
(23) Annual Accountants' Report (not being filed)
(24) Summary of Monthly Reports 2