-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVAibAPoYV0k0db4fq1MokzdaZV+nbA2VuZZVSjjT1SWDQhvoCwByDCXp799WlhB x4B1WjztW1ajR0giW/IZRQ== 0000950150-04-000609.txt : 20040628 0000950150-04-000609.hdr.sgml : 20040628 20040628172235 ACCESSION NUMBER: 0000950150-04-000609 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN AUTO LEASE TRUST 2003-A CENTRAL INDEX KEY: 0001244835 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 516538955 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763-03 FILM NUMBER: 04886165 BUSINESS ADDRESS: STREET 1: 990 W 190TH STREET CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107198583 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NILT TRUST CENTRAL INDEX KEY: 0001244824 IRS NUMBER: 52695346 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763-02 FILM NUMBER: 04886168 BUSINESS ADDRESS: STREET 1: 990 W 190TH STREET CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107198583 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN INFINITI LT CENTRAL INDEX KEY: 0001244827 IRS NUMBER: 336266449 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763-01 FILM NUMBER: 04886166 BUSINESS ADDRESS: STREET 1: 990 W 190TH STREET CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107198583 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NISSAN AUTO LEASING LLC II CENTRAL INDEX KEY: 0001244832 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 954885574 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-106763 FILM NUMBER: 04886167 BUSINESS ADDRESS: STREET 1: 990 W 190TH STREET CITY: TORRANCE STATE: CA ZIP: 90502 BUSINESS PHONE: 3107198583 10-K 1 a99992e10vk.htm FORM 10-K FOR THE YEAR ENDED MARCH 31, 2004 Nissan Auto Lease Trust 2003-A-Form 10-K (3/31/04)
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
 

FORM 10-K

     
x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE NOT REQUIRED)

           For the fiscal year ended March 31, 2004

or

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from __________________ to _________________________

Commission file numbers 333-106763,
333-106763-01, 333-106763-02 and 333-106763-03

NISSAN AUTO LEASE TRUST 2003-A

(Issuer with respect to the Notes)

NISSAN AUTO LEASING LLC II

(Originator of the Note Issuer and Transferor of the SUBI Certificate to the Note Issuer)

NILT TRUST

(Transferor of the SUBI Certificate to Nissan Auto Leasing LLC II)

NISSAN-INFINITI

(Issuer with respect to the SUBI Certificate)

(Exact name of registrant as specified in its charter)
     
DELAWARE   Nissan Auto Leasing LLC II
95-4885574
 
NILT Trust 52-6935346
Nissan-Infiniti LT 33-6226449
Nissan Auto Lease Trust 2003-A
51-6538955
  		 
 
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer Identification No.)
     
990 West 190th Street, Torrance, California 90502
 
(Address of principal executive offices)
     
(310) 719-8509
 
(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. Yes x No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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

     State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.) None

 

TABLE OF CONTENTS

PART I
Item 1. BUSINESS
Item 2. PROPERTIES
Item 3. LEGAL PROCEEDINGS
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Table of Contents

PART I

Item 1. BUSINESS.

     This Annual Report on Form 10-K is being filed by Nissan Auto Leasing LLC II (“NALL II”), Nissan-Infiniti LT (“NILT), NILT Trust and Nissan Auto Lease Trust 2003-A (the “Trust”), a Delaware statutory trust formed pursuant to a trust agreement, dated as of May 31, 2003, between NALL II, as Transferor (the “Transferor”), and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). Reference is further made to the Indenture, dated as of October 29, 2003, among the Trust, as issuer, and U.S. Bank National Association, as indenture trustee (the “Indenture Trustee,” together with the Owner Trustee, the “Trustees”), providing for the issuance by the Trust of notes entitled “Nissan Auto Lease Trust 2003-A 1.16563% Asset Backed Notes, Class A-1” (the “Class A-1 Notes”), “Nissan Auto Lease Trust 2003-A 1.69000% Asset Backed Notes, Class A-2” (the “Class A-2 Notes”), “Nissan Auto Lease Trust 2003-A Floating Rate Asset Backed Notes, Class A-3a” (the “Class A-3a Notes”) and “Nissan Auto Lease Trust 2003-A 2.57000% Asset Backed Notes, Class A-3b” (the “Class A-3b Notes”, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3a Notes, the “Notes”), registered under the Securities Act of 1933. Certain information that may otherwise have been required to be included herein pursuant to Form 10-K has been omitted herefrom, or in certain cases certain information has been included herein in lieu of such otherwise required information, in accordance with the letter, dated June 28, 1996 (the “No-Action Letter”), of the staff of the Office of Chief Counsel of the Division of Corporation Finance of the Securities and Exchange Commission issued with respect to series of pass-through securities issued by trusts formed by the Transferor or an affiliate thereof, as originator, including the Notes.

Item 2. PROPERTIES.

     The following table sets forth the aggregate information of the Trust for the period from October 29, 2003 through March 31, 2004 (Dollars in thousands). The aggregate information has been reported on an accrual basis. Therefore, cash activity for the month of March 2004, which was subsequently settled on April 15, 2004, is included.

         
Principal Distributions
   $ 196,429  
Interest Distributions
   $ 9,245  
Servicing Fees Paid to Servicer (NMAC)
   $ 6,677  
Class A-1 Notes Percentage of Servicing Fees
     11.28 %
Class A-2 Notes Percentage of Servicing Fees
     20.74 %
Class A-3a Notes Percentage of Servicing Fees
     28.45 %
Class A-3b Notes Percentage of Servicing Fees
     25.64 %
Certificates Percentage of Servicing Fees
     13.88 %
Additional Servicing Compensation Paid to Servicer (NMAC)
   $ 0.00  
Net Credit Losses
   $ (2,455 )
Cumulative Residual Loss
   $ (1,578 )

2

Table of Contents

         
Total Number of Auctioned Vehicles
     583  
Average Net Credit Loss Ratio (including repossessions)
     0.05 %
Total Number of Defaulted Contracts
     602  
                 
    Number of    
    Delinquency   Dollar Amount of
    Ratios
   Accounts
61 Days or More Delinquent
     0.22 %     0.25 %
                 
    Number of    
    Delinquent    
    Accounts
   ($ in thousands)
61 Days or More Delinquent
     833     $ 19,088  

Item 3. LEGAL PROCEEDINGS.

          Nothing to report.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          Nothing to report.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)   There is no established public trading market for the common equity of the Trust.
 
(b)   On March 31, 2004, there was one holder of record of the common equity issued by the Trust.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

          Nothing to report.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)   List of documents filed as part of the Annual Report:
 
    The exhibits listed on the accompanying Exhibit Index on page 7 are filed as part of this report.

3

Table of Contents

(b)   Reports on Form 8-K:
 
    NALL II, NILT, NILT Trust and the Trust filed certain transaction documents in connection with the close of the transaction to issue the Notes on October 29, 2003 and November 12, 2003 in Current Reports on Form 8-K. In addition, NALL II, NILT, NILT Trust and the Trust filed Current Reports on Form 8-K regarding monthly distributions of principal and interest to noteholders on November 26, 2003 for the month ended October 31, 2003, on December 19, 2003 for the month ended November 30, 2003, on January 27, 2004 for the month ended December 31, 2003, on February 27, 2003 for the month ended January 31, 2004, on March 26, 2004 for the month ended February 29, 2004, and on April 22, 2004 for the month ended March 31, 2004, and included in each such Form 8-K report, as Exhibit 20.1, was the monthly settlement statement for each respective month end as provided by the Servicer to the Trustees.

4

Table of Contents

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: June 28, 2004

                                 
    NISSAN AUTO LEASING LLC II        
 
                                
    By:   /s/ Joji Tagawa        
       
       
      Name:
Title: 		  Joji Tagawa
Treasurer		                    
 
                                
    NISSAN AUTO LEASE TRUST 2003-A        
 
                                
    By:   Nissan Auto Leasing LLC II, solely as originator of Nissan Auto Lease 2003-A        
 
                                
        By:   /s/ Joji Tagawa
           
          Name:   Joji Tagawa                
          Title:   Treasurer                
 
                                
    NILT TRUST        
 
                                
    By:   Nissan Motor Acceptance Corporation, solely as grantor and beneficiary        
 
                                
        By:   /s/ Joji Tagawa
           
          Name:   Joji Tagawa                
          Title:   Treasurer                
 
                                
    NISSAN-INFINITI LT        
 
                                
    By:   Nissan Motor Acceptance Corporation, solely as originator of Nissan-Infiniti LT        
 
                                
        By:   /s/ Joji Tagawa
           
          Name:   Joji Tagawa                
          Title:   Treasurer                

5

Table of Contents

CERTIFICATION PURSUANT TO SECTION 302(A)
OF THE SARBANES-OXLEY ACT OF 2002

          I, Joji Tagawa, certify that:

          (1) I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or settlement statements filed in respect of periods included in the year covered by this annual report, of Nissan Auto Lease Trust 2003-A;

          (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 distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar agreement, for inclusion in these reports, is included in these reports;

          (4) Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, or similar agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and

          (5) The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar agreement that is included in these reports.

June 28, 2004

         
By:
      /s/ Joji Tagawa    
 
   
  Joji Tagawa    
  Treasurer    
  Nissan Auto Leasing LLC II    

6

Table of Contents

EXHIBIT INDEX

             
        Sequentially
        Numbered
Exhibit No.
   Description
   Page
99.1
  Report of Independent Accountants and Management’s Assertion on Compliance with Nissan Motor Acceptance’s Established Minimum Servicing Standards for Automobile Leases     8  
 
            
99.2
  Officer’s Certificate of the Servicer Regarding Compliance, dated as of March 31, 2004     12  

7

EX-99.1 2 a99992exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 INDEPENDENT ACCOUNTANTS' REPORT Board of Directors of Nissan Motor Acceptance Corporation Torrance, California We have examined management's assertion that Nissan Motor Acceptance Corporation (the "Company") has complied as of March 31, 2004 and for the period from October 29, 2003 (commencement of operations) to March 31, 2004 with its established minimum servicing standards (herein, the "Servicing Policy") identified and included in the accompanying Management's Assertion, dated June 18, 2004, for the Nissan Auto Lease Trust 2003-A. Management is responsible for the Company's compliance with the Servicing Policy. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the Servicing Policy and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the Servicing Policy. In our opinion, management's assertion that the Company complied with the aforementioned Servicing Policy as of March 31, 2004 and for the period from October 29, 2003 (commencement of operations) to March 31, 2004 for the Nissan Auto Lease Trust 2003-A is fairly stated, in all material respects based on the criteria set forth in Appendix I. /s/ Deloitte & Touche LLP Costa Mesa, California June 18, 2004 8 MANAGEMENT'S ASSERTION June 18, 2004 As of March 31, 2004 and for the period from October 29, 2003 (commencement of operations) to March 31, 2004, Nissan Motor Acceptance Corporation (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for automobile leases serviced by the Company for the Nissan Auto Lease Trust 2003-A as set forth in Appendix I (the "Standards"). The Standards are based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Banker's, modified to address the unique characteristics of servicing automobile leases. /s/ Steve Lambert ------------------------------------------------- Steve Lambert - President /s/ Joji Tagawa ------------------------------------------------- Joji Tagawa - Treasurer /s/ Anthony Wall ------------------------------------------------- Anthony Wall - Assistant Treasurer and Controller 9 APPENDIX I NISSAN MOTOR ACCEPTANCE CORPORATION'S MINIMUM SERVICING STANDARDS FOR AUTOMOBILE LEASES I. CUSTODIAL BANK ACCOUNTS 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: - be mathematically accurate; - be prepared within forty-five (45) calendar days after the cutoff date; - be reviewed and approved by someone other than the person who prepared the reconciliation; and - document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced as specified in the servicing agreement in cases where there is an overdraft in an investor's or lessee's account and an advance is specified in the investor's servicing agreement. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. II. PAYMENTS 1. Payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt. 2. Payments made in accordance with the lessee's automobile lease documents shall be posted to the applicable lessee's records within two business days of receipt. 3. Payments shall be allocated to rental income or other items in accordance with the lessee's automobile lease documents. 4. Payments identified as payoffs shall be allocated in accordance with the lessee's automobile lease documents. III. DISBURSEMENTS 1. Disbursements made via wire transfer on behalf of a lessee or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a lessee or investor shall be posted within two business days to the lessee's or investor's records maintained by the servicing entity. 10 3. Amounts remitted to investors per the servicer's investor reports shall agree with canceled checks, or other form of payment, or custodial bank statements. IV. INVESTOR ACCOUNTING AND REPORTING 1. Monthly investor reports are sent to the indenture trustee on a monthly basis listing the total book value of automobile leases and number of automobile leases serviced. V. AUTOMOBILE LEASE ACCOUNTING 1. The servicing entity's automobile lease records shall agree with, or reconcile to, the records of lessee with respect to the monthly payment and remaining automobile lease term on a monthly basis. VI. DELINQUENCIES 1. Records documenting collection efforts shall be maintained during the period an automobile lease is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent automobile leases, including, for example, phone calls, letters and payment rescheduling plans in cases where the delinquency is deemed temporary (e.g., illness or unemployment). 11 EX-99.2 3 a99992exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 NISSAN MOTOR ACCEPTANCE CORPORATION OFFICER'S CERTIFICATE The undersigned, Joji Tagawa, Treasurer of NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the "Company"), does hereby certify, in his capacity as such corporate officer, as follows: (1) The undersigned has caused a review of the activities of the Company, in its capacity as Servicer, during the period October 29, 2003 through March 31, 2004, to conducted under his supervision; and (2) To the best of the undersigned's knowledge, no Servicer Default has occurred during the period October 29, 2003 through March 31, 2004. This Officer's Certificate is being furnished pursuant to Section 3.01(c) of the Servicing Agreement, dated as of March 1, 1999, as amended, and Section 8.11(a) of the 2003-A Servicing Supplement, dated as of October 29, 2003, by and among Nissan-Infiniti LT, NILT Trust and the Company (the "Agreement"). Capitalized terms not otherwise defined herein have the meaning assigned to them in the Agreement. IN WITNESS WHEREOF, I have set my hand effective as of the 31st day of March, 2004. /s/ Joji Tagawa ----------------------------------------- Joji Tagawa Treasurer 12 -----END PRIVACY-ENHANCED MESSAGE-----