---------------------------
OMB APPROVAL
---------------------------
OMB Number: 3235-0063
---------------------------
Expires: August 31, 2005
---------------------------
Estimated average burden
hours per response: 1312.00
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(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, 2002.
or
[_] 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 333-76406-01
M&I AUTO LOAN TRUST 2002-1, Issuer/
M&I Dealer Auto Securitization, LLC, Registrant and Seller
(Exact name of registrant as specified in its charter)
Delaware 39-2042850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o M&I Marshall & Ilsley Bank, as Servicer
770 North Water Street NW5 53202
Milwaukee, Wisconsin (Zip Code)
(Address of principal executive offices)
(414) 765-7801
(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 past 90 days. [X] Yes [_] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((S) 229.405 of this chapter) 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 non-affiliates 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. None
PART I
Item 1. Business
This Annual Report on Form 10-K/A (the "Report") is filed with respect to M&I
Auto Loan Trust 2002-1 (the "Trust"), a common law trust formed under the laws
of the State of Delaware pursuant to a Trust Agreement, dated as of September
19, 2002, among M&I Dealer Auto Securitization, LLC (the "Depositor"), The Bank
of New York (Delaware), as owner trustee (the "Owner Trustee") and M&I Marshall
& Ilsley Bank, as administrator (referred to herein as the "Company"). The Trust
issued $525,000,000 in aggregate principal amount of asset-backed notes, Classes
A-1, A-2, A-3, A-4 and B (the "Notes") pursuant to an Indenture, dated as of
October 10, 2002 (the "Indenture"), among the Owner Trustee, Bank One, National
Association, as indenture trustee (the "Indenture Trustee") and the Company, as
servicer, and operating pursuant to an Amended and Restated Trust Agreement,
dated as of October 10, 2002, among the Depositor, the Owner Trustee and the
Company. Certain information otherwise required to be included in this Report by
the Instructions to Form 10-K has been omitted in reliance on the letter relief
granted by the staff of the SEC to other companies in similar circumstances
(collectively, the "Relief Letters").
Item 2. Properties
Not applicable in reliance on the Relief Letters.
Item 3. Legal Proceedings
There were no material legal proceedings involving the Trust, or to the extent
relating to the Trust, the Seller, the Indenture Trustee, the Servicer, the
Custodian or the Owner Trustee, which were pending at December 31, 2002, or as
of the date of this report.
Item 4. Submission of Matters to a Vote of Security Holders
No votes or consents of Noteholders were solicited during fiscal year 2002 for
any purpose.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) There is no established public trading market for the Notes.
(b) On December 31, 2002, there were less than 300 holders of record of each
Class of Notes.
Since the Registrant pays no dividends with respect to the Notes, the
information required by Item 201 of Regulation S-K regarding dividends is
inapplicable to the Registrant. See Item 15 for information with respect to
distributions to Noteholders.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Not applicable in reliance on the Relief Letters.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable in reliance on the Relief Letters.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9. Changes in and Disagreements With Accountants on Accountants on
Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any
matter of accounting principals or practices or financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable in reliance on the Relief Letters.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
M&I Marshall & Ilsley Bank owns 100% of the Certificates issued by the Trust.
While some noteholder's positions in the Trust exceeded 5% of the outstanding
principal balance of the Notes, such securities do not constitute voting
securities within the meaning of Item 403 of Regulation S-K.
Item 13. Certain Relationships and Related Transactions
None.
Item 14. Controls and Procedures
Not applicable.
PART IV
Item 15. Exhibits, Financial Statements Schedules, and Reports on Form 8-K
(a) (1) Not applicable
(2) Not applicable
(3) The exhibits filed in response to Item 601 of Regulation S-K are
listed in the Exhibit Index.
(b) Current Reports on Form 8-K during the year ending December 31, 2002:
Date Items Reported
---- --------------
November 26, 2002 Monthly Servicer's Report*
December 20, 2002 Monthly Servicer's Report*
*Incorporated by reference.
(c) See 15(a)(3) above.
(d) Not applicable. See the Relief Letters.
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.
May 28, 2003 M&I AUTO LOAN TRUST 2002-1
By: M&I Marshall & Ilsley Bank, as
Servicer
By: /s/ THOMAS J. O'NEILL
------------------------------------
Name: Thomas J. O'Neill
Title: Executive Vice President
CERTIFICATIONS
I, Thomas J. O'Neill, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect
of periods included in the year covered by this annual report, of M&I
Auto Loan Trust 2002-1;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made,
not misleading as of the last day of the period covered by this annual
report;
3. Based on my knowledge, the servicing information required to be
provided to the Indenture Trustee by the Servicer under the Sale and
Servicing Agreement, for inclusion in these reports is included in
these reports;
4. I am responsible for reviewing the activities performed by the
Servicer under the Sale and Servicing Agreement and based upon my
knowledge and the review required under the Sale and Servicing
Agreement, the Servicer has fulfilled its obligations under the Sale
and Servicing Agreement; and
5. There are no significant deficiencies relating to the Servicer's
compliance with the minimum servicing standards set forth in the Sale
and Servicing Agreement.
May 28, 2003 M&I Auto Loan Trust 2002-2
By: M&I MARSHALL & ILSELY BANK,
as Servicer
By: /s/ THOMAS J. O'NEILL
---------------------
Name: Thomas J. O'Neill
Title: Executive Vice President
EXHIBIT INDEX
Exhibit 3.1: Limited Liability Company Agreement of the Depositor (Filed as an
Exhibit to Registration Statement on Form S-3 (File No. 333-76406)).*
Exhibit 3.2: Amended and Restated Limited Liability Company Agreement of the
Depositor dated as of November 29, 2001 (Filed as part of the Trust's Current
Report on Form 8-K dated October 16, 2002).*
Exhibit 4.1: Amended and Restated Trust Agreement dated as of October 10, 2002
among the Depositor, the Owner Trustee and the Company, as administrator (Filed
as part of the Trust's Current Report on Form 8-K dated October 16, 2002).*
Exhibit 4.2: Indenture dates as of October 10, 2002 among the Trust, the
Indenture Trustee and the Company, as servicer (Filed as part of the Trust's
Current Report on Form 8-K dated October 16, 2002).*
Exhibit 10.1: Purchase Agreement dated as of October 10, 2002 among the Company,
M&I Northwoods III LLC, Bank One, National Association (together, as
transferors) and M&I Dealer Auto Securitization, LLC, as purchaser (Filed as
part of the Trust's Current Report on Form 8-K dated October 16, 2002).*
Exhibit 10.2: Sale and Servicing Agreement dated as of October 10, 2002 among
the Owner Trustee, M&I Dealer Auto Securitization, LLC, as seller, the Company,
as servicer and the Indenture Trustee (Filed as part of the Trust's Current
Report on Form 8-K dated October 16, 2002).*
Exhibit 10.3: Administration Agreement dated as of October 10, 2002 among the
Owner Trustee, the Company and the Indenture Trustee (Filed as part of the
Trust's Current Report on Form 8-K dated October 16, 2002).*
Exhibit 99.1: Annual Statement as to Compliance of the Servicer for the year
ended December 31, 2002.
Exhibit 99.2: Annual Independent Accountant's Certificate for the year ended
December 31, 2002.
Exhibit 99.3: Management's Assertion Concerning Compliance with Minimum
Servicing Standards.
*Incorporated by reference.