-----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, TJ+TOiEqhmN28+q9BeE0faidmW64NKUOTdf/Os6L6Jh7UwffMOVO0oe2esIZQwoK lvK/dmLpf4Ea+GKvzlv7Gw== 0000950152-97-002701.txt : 19970421 0000950152-97-002701.hdr.sgml : 19970421 ACCESSION NUMBER: 0000950152-97-002701 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 DATE AS OF CHANGE: 19970418 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANK AUTO TRUST 1996-A CENTRAL INDEX KEY: 0001037314 STANDARD INDUSTRIAL CLASSIFICATION: 6189 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-00856-01 FILM NUMBER: 97576662 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQUARE PLAZA CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 MAIL ADDRESS: STREET 1: 38 FOUNTAIN SQUARE PLAZA CITY: CICINNATI STATE: OH ZIP: 45263 10-K 1 THE FIFTH THIRD BANK AUTO TRUST 1996-A 10-K 1 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 fiscal year ended December 31, 1996 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 333-856 THE FIFTH THIRD BANK AUTO TRUST 1996-A (Issuer with respect to the Certificates and Notes) THE FIFTH THIRD BANK (Exact name of Registrant as specified in its charter) OHIO 31-0854434 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OHIO 45263 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 579-5300 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: / / The registrant has no officer, director or beneficial owner of more than 10% of equity securities to whom Section 16(a) of the Act applies and consequently Item 405 of Regulation S-K does not apply. The registrant does not have any voting stock, has not been involved in bankruptcy proceedings during the past five years and is not a corporate registrant. No documents are incorporated by reference into this Form 10-K. This report contains 7 pages and the exhibit index is on page 5 - -- 2 PART I ITEM 3. LEGAL PROCEEDINGS - - -------------------------- None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - - ------------------------------------------------------------ None PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - - ------------------------------------------------------------------------------ At December 31, 1996, there were two (2) registered holders of the Asset Backed Certificates ("Certificates"), one of which was CEDE & Co., as nominee of The Depository Trust Company ("DTC"). There are 40 parties registered on the books of DTC as record owner of Certificates. There is no established public market in which the Certificates are traded. 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 - - ------------------------------------------------------------------------ At December 31, 1996, the Certificates were registered in the name of (i) The Fifth Third Bank and (ii) CEDE & Co., as nominee of DTC. The books of DTC indicate that the 11 DTC participant institutions listed below are record owner of in excess of five percent (5%) of the Certificates issued. Only such participants, however, know the identity of the beneficial owner of interests in such Certificates.
Title of Name and Address of Amount and Nature of Percent Class Beneficial Owner Beneficial Ownership of Class -------- ---------------- -------------------- -------- 6.20% Asset Chase Manhattan Bank $92,851,000 -Principal 23.8% Backed Certificates, 2 Chase Manhattan Plaza amount of Certificates Class A New York, New York 10081 6.20% Asset SSB Custodian Global Proxy Unit $40,200,000 -Principal 10.3% Backed Certificates, PO Box 1631 amount of Certificates Class A Boston, Massachusetts 02105-1631 6.20% Asset Bank of New York $39,985,000 -Principal 10.3% Backed Certificates, 925 Patterson Plank Road amount of Certificates Class A Secaucus, New Jersey 07094 6.20% Asset PNC Bank, NA $32,850,000 -Principal 8.4% Backed Certificates, 11 Penn Center amount of Certificates Class A 1836 Market Street Philadelphia, Pennsylvania 19103 6.20% Asset Boston Safe Deposit and Trust Company $30,870,000 -Principal 7.9% Backed Certificates, c/o Mellon Bank, NA amount of Certificates Class A 3 Mellon Bank Center Pittsburgh, Pennsylvania 15259 6.20% Asset The Fifth Third Bank/State Teachers $30,540,000 -Principal 7.8% Backed Certificates, Retirement of Ohio Investment Research amount of Certificates Class A 275 East Broad Street Columbus, Ohio 43215 6.20% Asset SSB-Bank Portfolio Capital Markets $27,500,000 -Principal 7.1% Backed Certificates, Division amount of Certificates Class A 225 Franklin Street Boston, Massachusetts 02110 6.20% Asset Chase Manhattan Bank/Chemical $24,250,000 -Principal 6.2% Backed Certificates, 4 New York Plaza amount of Certificates Class A New York, New York 10004 6.35% Asset Bank of New York $13,378,000 -Principal 72.8% Backed Certificates, 926 Patterson Plank Road amount of Certificates Class B Secaucus, New Jersey 07094 6.35% Asset First National Bank of Chicago $3,500,000 -Principal 19.0% Backed Certificates, One First National Plaza amount of Certificates Class B Chicago, Illinois 60670 6.35% Asset Chase Manhattan Bank, Trust $1,500,000 -Principal 8.2% Backed Certificates, 2 Chase Manhattan Plaza amount of Certificates Class B New York, New York 10081
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - - -------------------------------------------------------- None 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - - ------------------------------------------------------------------------- (a) Exhibits. The following exhibits are submitted herewith: 99.1 Annual Accountant's Report relative to the Servicer's compliance with minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and Annual Officer's Certificate of Servicer relative to the Servicer's performance of its servicing obligations (b) Reports on Form 8-K. During the fourth quarter of 1996, the Servicer, on behalf of the Issuer, filed Reports on Form 8-K on October 16, 1996, November 15, 1996 and December 18, 1996. Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15 (d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act: NONE SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Issuer and in the capacities and on the dates indicated. Dated: March 27, 1997 THE FIFTH THIRD BANK AUTO TRUST 1996-A (Issuer with respect to the Certificates and Notes) By: THE FIFTH THIRD BANK (Originator and the Issuer and Registrant) By: /s/ Roger W. Dean -------------------------- Name: Roger W. Dean Title: Senior Vice President & Controller 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE - - ----------- --------------------------- ---- 99.1 Annual Accountant's Report 6 relative to the Servicer's compliance with minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and Annual Officer's Certification of Servicer relative to the Servicer's performance of its servicing obligations EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors of Fifth Third Bank and Harris Trust and Savings Bank, Trustee We have examined the accompanying management assertion (Attachment A) about Fifth Third Bank's (the "Bank") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except for standards I4, III3, III4, III6, V2, V3, V4, VII1 which are not applicable, as of December 31, 1996 and for the period from March 26, 1996 to December 31, 1996, pursuant to the Pooling and Servicing Agreement dated as of March 26, 1996. Management is responsible for the Bank's compliance with those applicable minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Bank's compliance with the applicable minimum servicing standards and performing such other procedures as we consider 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 Bank's compliance with minimum servicing standards. In our opinion, management's assertion that the Bank complied with the applicable aforementioned minimum servicing standards as of December 31, 1996 and for the period from March 26, 1996 to December 31, 1996 is fairly stated, in all material respects. /s/ Deloitte & Touche, LLP Cincinnati, Ohio March 7, 1997 2 Attachment A March 5, 1997 Deloitte & Touche, LLP 250 East Fifth Street P.O. Box 5340 Cincinnati, Ohio 45201-5340 As of December 31, 1996 and for the period from March 26, 1996 to December 31, 1996, Fifth Third Bank (the "Bank") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, to the extent that such servicing standards are applicable to the servicing obligations pursuant to the Pooling and Servicing Agreement dated as of March 26, 1996. Due to the nature of the above mentioned trust, minimum servicing standards I4, III3, III4, III6, V2, V3, V4, VII1 are not applicable and, accordingly, the Bank has not made an attempt to comply with those standards. Sincerely, Fifth Third Bank /s/ P. Michael Brumm - - ------------------------------- P. Michael Brumm, Executive Vice President /s/ Roger Dean - - ------------------------------- Roger Dean, Controller -----END PRIVACY-ENHANCED MESSAGE-----