ITEM 1. BUSINESS
AmSouth Auto Receivables, LLC (the "Registrant"), is a Delaware limited liability company formed for the sole purpose of issuing asset-backed securities through trusts or limited liability companies. One trust has been originated by the Registrant: AmSouth Auto Trust 2000-1 (the "Trust"), formed pursuant to a Trust Agreement dated as of October 1, 2000, between the Registrant and The Chase Manhattan Bank, as owner trustee. The only business of the Trust is the collection and distribution of payments on the motor vehicle receivables in the manner described in the Registration Statement on Form S-3 (File No. 333-38676). Accordingly, there is no relevant information to report in response to Item 101 of Regulation S-K.
ITEM 2.
ITEM 2. PROPERTIES
The Registrant and the Trust do not have any physical properties. Accordingly, this item is inapplicable.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There were no material legal proceedings involving the Registrant, the Trust, or any Notes involving the Trustee which were pending at December 31, 2000, or as of the date of this report.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No votes or consents of Noteholders were solicited during fiscal year 2000 for any purpose.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no established public trading market for the Notes.
As of December 31, 2000, there were 8 holders of record for the Class A-1 Notes, 16 holders of record for the Class A-2 Notes, 29 holders of record for the Class A-3 Notes, 10 holders of record for the Class A-4 Notes, 2 holders of record for the Class B Notes and 1 holder of record for the Class C Notes of the Trust.
Since the Trust pays no dividends with respect to the Notes, the information required by Item 201 of Regulation S-K regarding dividends is inapplicable to the Trust. See Exhibit 99.1 for information with respect to distributions to Noteholders.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
No financial data is required of the Registrant, inasmuch as the Registration Statement on Form S-3 (File No. 333-38676) was filed for and on behalf of the Trust and, furthermore, because Registrant is not a guarantor of any of the payments due from the Trust to the Noteholders.
The regular monthly servicer report forms, which the Trustee is required to include with each monthly distribution of the Trust's assets to Noteholders, sets forth for the prior calendar month, as well as cumulatively, all of the relevant financial information required by the Sale and Servicing Agreement to be reported to Noteholders.
The Trust's Servicer Reports for the months ended October 31, 2000 through December 31, 2000 are incorporated herein by reference and attached hereto as Exhibit No. 99.1.
The foregoing presents all relevant financial information relating to the Trust. Because of the limited business activity of the Trust, the Selected Financial Data specified in Item 301 of Regulation S-K would not provide any meaningful additional information.
ITEM 7.
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 required by Item 303 of Regulation S-K, would not be meaningful. All relevant information is contained in the Servicer Reports (filed under Current Reports on Form 8-K) as described above.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Because of the limited business activity of the Trust, the presentation of Quantitative and Qualitative Disclosure About Market Risk, as required by Item 305 of Regulation S-K, would not be meaningful. All relevant information is contained in the Servicer Reports (filed under Current Reports on Form 8-K) as described above.
ITEM 8.
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 motor vehicle-related receivables. The only material items of
"expense" for the Trust will be the amounts paid as servicing compensation and potentially certain payments relating to any credit enhancement facilities. The Servicer Reports (filed under Current Reports on Form 8-K) provide complete information on the amounts of the "income" and "expenses" of the Trust.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Not applicable.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of December 31, 2000, there were 66 registered Noteholders of the Trust, all of whom maintained their security positions with the Depository Trust Company. While some of these Noteholders' security positions in the Trust may exceed 5% of the Outstanding Amount, such Notes do not constitute voting securities within the meaning of Item 403 of Regulation S-K.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant received payments from the Trust in accordance with the terms of the Sale and Servicing Agreement.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2):
Incorporated herein and attached hereto as Exhibit 99.1 are copies of the Servicer Reports to the Trust for the year ended December 31, 2000. Copies of the Independent Accountants' report and the Officer's Certificate of the Servicer are incorporated herein by reference as Exhibit No. 99.2 and Exhibit 99.3, respectively.
(a) (3) EXHIBITS
* Filed as an exhibit to the Registrant's Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 28, 2000 (File No. 333-38676).
** Filed as an exhibit to the Registrant's Amendment No. 2 to the Registrant's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 29, 2000 (File No. 333-38676).
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.
Date: March 28, 2001
Re: AmSouth Auto Trust 2000-1
AMSOUTH AUTO RECEIVABLES, LLC
By: /s/ R. Mark Graf ------------------------- Name: R. Mark Graf Title: President