Item 1. Business
Bay View Securitization Corporation, or “BVSC”, a wholly owned subsidiary of Bay View Capital Corporation (the “Company”), is a Delaware Corporation formed for the sole purpose of issuing asset-backed securities through Trusts. At December 31, 2002, there were three active Trusts formed by BVSC: the Bay View 1999-LG-1, 2000-LJ-1 and 2002-LJ-1 Auto Trusts, or the “Trusts”. The only “business” of the Trusts 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. 333-16233). Accordingly, there is no relevant information to report in response to Item 101 of Regulation S-K.
Item 2.
Item 2. Properties
BVSC and the Trusts do not have any physical properties. Accordingly, this item is inapplicable.
Item 3.
Item 3. Legal Proceedings
There were no material legal proceedings involving BVSC, the Trusts, or, any certificates involving the Trustee which were pending at December 31, 2002, 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 certificate-holders were solicited during fiscal year 2002 for any purpose.
Item 5.
Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters
There is no established public trading market for the certificates.
As of December 31, 2002, there were 17 registered certificate-holders of the Bay View 1999-LG-1 Trust, 21 holders of the Bay View 2000-LJ-1 Trust and 25 holders of the Bay View 2002-LJ-1 Trust. Since the Trusts pay no dividends with respect to the Certificates, the information required by Item 201 of Regulation S-K regarding dividends is inapplicable to the Trusts.
Item 6.
Item 6. Selected Financial Data
No financial data is required of BVSC, as Registrant, in as much as the Registration Statement on Form S-3 (File No. 333-16233) was filed for and on behalf of the Trusts and, furthermore, because BVSC is not a guarantor of any of the payments due from the Trusts to certificate-holders.
The regular monthly report forms, which the Trustee is required to include with each monthly distribution of the Trusts’ assets to certificate-holders, sets forth for the prior calendar month, as well as cumulatively, all of the relevant financial information required by the PSA to be reported to certificate-holders.
The Trusts’ Monthly Servicer’s Certificate Reports, referred to as the “Monthly Reports”, for the months ended January 31, 2002 through December 31, 2002 have been previously filed as indicated at Part IV. Item 15. “Exhibits, Financial Statement Schedules and Reports on Form 8-K.”
The foregoing presents all relevant financial information relating to the Trusts. Because of the limited business activity of the Trusts, the Selected Financial Data specified in Item 301 of Regulation S-K would not provide any meaningful additional information.
Part II
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Because of the limited business activity of the Trusts, 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 Monthly 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 Trusts, the presentation of Quantitative and Qualitative Disclosures About Market Risk, as required by Item 305 of Regulation S-K, would not be meaningful. All relevant information is contained in the Monthly 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 certificates are essentially “pass-through” securities, the Trusts 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 Trusts will be the amounts paid as servicing compensation and potentially certain payments relating to any credit enhancement facilities. The Monthly Reports contained in the Current Reports on Form 8-K provide complete information on the amounts of the “income” and “expenses” of the Trusts.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The information required by Item 304 of Regulation S-K was previously filed as part of the Company’s Current Reports on Form 8-K filed on May 31, 2002 and June 14, 2002.
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, 2002, there were 17 registered Certificate-holders of the Bay View 1999-LG-1 Trust, 21 holders of the Bay View 2000-LJ-1 Trust and 25 holders of the Bay View 2002-LJ-1, all of whom maintained their security positions with the Depository Trust Company. While some of these certificate-holders’ security positions in the Trusts exceeded 5% of the outstanding certificate balance, such securities do not constitute voting securities within the meaning of Item 403 of Regulation S-K.
Item 13.
Item 13. Certain Relationships and Related Transactions
BVSC received payments from the Trusts in accordance with the terms of the PSA.
Item 14.
Item 14. Controls and Procedures
(a)
Evaluation of disclosure controls and procedures. The Company’s principal executive officer and its principal financial officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 12(a) - and 15(d)- 14(c)) as of a date within 90 days of the filing of this annual report, have concluded that, as of such date, the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities.
(b)
Changes in internal controls. There have been no significant changes in the Company’s internal controls or in the other factors that could significantly affect the Company’s disclosure controls and procedures subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Company’s internal controls. As a result, no corrective actions were required or undertaken.
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) and (2):
Incorporated herein and/or attached hereto as Exhibit No. 99.1 are copies of the Monthly Reports to the Trusts for the year ended December 31, 2002. A copy of the Independent Auditors’ report is incorporated herein and attached hereto as Exhibit No. 99.2.
Current Reports on Form 8-K including Monthly Reports for the months ended September 30, 2002, October 31, 2002 and November 30, 2002 were filed in the quarter ended December 31, 2002.
(a)(3) Exhibits:
(References to Prior Filings)
*
Filed as an exhibit to the Registrant’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 16, 1996 (File No 333-16233).
**
Filed as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 3, 1997 (File No. 333-16233).
99.1a.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated February 15, 2002, filed February 22, 2002 (File No. 333-16233).
99.1b.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated March 15, 2002, filed March 22, 2002 (File No. 333-16233).
99.1c.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated April 15, 2002, filed April 23, 2002 (File No. 333-16233).
99.1d.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated May 15, 2002, filed May 21, 2002 (File No. 333-16233).
99.1e.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated June 17, 2002, filed June 25, 2002 (File No. 333-16233).
99.1f.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated July 15, 2002, filed July 24, 2002 (File No. 333-16233).
99.1g.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated August 15, 2002, filed August 22, 2002 (File No. 333-16233).
99.1h.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated September 16, 2002, filed September 23, 2002 (File No. 333-16233).
99.1i.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated October 15, 2002, filed October 25, 2002 (File No. 333-16233).
99.1j.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated November 15, 2002, filed November 25, 2002 (File No. 333-16233).
99.1k.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated December 16, 2002, filed December 26, 2002 (File No. 333-16233).
99.1l.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated January 15, 2003, filed January 27, 2003 (File No. 333-16233).
99.1m.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated September 30, 2002, filed October 25, 2002 (File No. 333-16233).
99.1n.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated November 15, 2002, filed November 25, 2002 (File No. 333-16233).
99.1o.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated December 16, 2002, filed December 26, 2002 (File No. 333-16233).
99.1p.1
Filed as exhibit 99.1 to the Registrant’s Current Report on Form 8-K dated January 15, 2003, filed January 27, 2003 (File No. 333-16233).
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on behalf of Bay View Securitization Corporation by the undersigned, thereunto duly authorized.
BY:
BAY VIEW SECURITIZATION CORPORATION
(ORIGINATOR OF THE TRUSTS)
BAY VIEW 1999 LG-1, 2000-LJ-1 AND 2002-LJ-1
AUTO TRUSTS
Date:
March 31, 2003
By:
/s/ John Okubo
John Okubo
Executive Vice President and Chief Financial Officer
CERTIFICATIONS
I, Charles G. Cooper, certify that:
1. I have reviewed this annual report on Form 10-K of Bay View Securitization Corporation;
2. Based on my knowledge, this annual report 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 with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 31, 2003
/s/ Charles G. Cooper
Charles G. Cooper
President and
Chief Executive Officer
CERTIFICATIONS
I, John Okubo, certify that:
1. I have reviewed this annual report on Form 10-K of Bay View Securitization Corporation;
2. Based on my knowledge, this annual report 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 with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and
6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 31, 2003
/s/ John Okubo
John Okubo
Executive Vice President and
Chief Financial Officer