-----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, OhT3kc51LqInPkBd9bIZFbWKGoHMaKxBhhWl92o+60J7exawgxWf1cdugVn22GF8 9JxbsE8dzIBGQqJScZ88lw== 0000070858-03-000218.txt : 20030331 0000070858-03-000218.hdr.sgml : 20030331 20030331103950 ACCESSION NUMBER: 0000070858-03-000218 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONSCREDIT GRANTOR TRUST 1997-1 CENTRAL INDEX KEY: 0001038708 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 752655744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-22327-01 FILM NUMBER: 03627738 BUSINESS ADDRESS: STREET 1: 1355 WINDWARD CONCOURSE STREET 2: 401 N TRYAN STREET CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 9725065045 MAIL ADDRESS: STREET 1: 225 E JOHN CARPENTER FREEWAY CITY: IRVING STATE: TX ZIP: 75062-2731 10-K 1 doc1.txt 10 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ FORM 10-K CURRENT REPORT Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2002 333-22327 (Commission File No.) NATIONSCREDIT GRANTOR TRUST 1997 - 1 ------------------------------------ (Exact name of registrant as specified in charter) Delaware 75-265544 - -------- --------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 1355 Windward Concourse, Alpharetta Georgia 30005 - ----------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (678) 339-9597 Securities registered pursuant to section 12(b) of the Act: None. Securities registered pursuant to section 12(g) of the Act: 6.75% Marine Receivable-Backed Certificates 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 (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. Documents incorporated by reference: None. PART I Item 1. Business. --------- Not applicable. Item 2. Properties. ----------- Not applicable. Item 3. Legal Proceedings. ------------------- Not applicable. Item 4. Submission of Matters to a Vote of Security Holders. ------------------------------------------------------------ Not applicable. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. ---------------------------------------------------------------------- The Certificates representing investors' interests in the NationsCredit Grantor Trust 1997-1 are represented by one or more Certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company. The number of direct DTC participants shown on DTC's records as holding beneficial ownership interests in the certificates is 27 as of December 31, 2002. To the best knowledge of the registrant, there is no established public trading market for the Certificates. Item 6. Selected Financial Data. -------------------------- Not applicable. Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations. ----------------------- Not applicable. Item 7A. Quantitative and Qualitative Disclosure About Market Risk. ---------------------------------------------------------------- Not applicable. Item 8. Financial Statements and Supplementary Data. ------------------------------------------------ Not applicable. Item 9. Changes in and Disagreements With Accountants on Accounting ------------------------------------------------------------------ and Financial Disclosure. -------------------------- Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------------- Not applicable. Item 11. Executive Compensation. ------------------------ Not applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and --------------------------------------------------------------------- Related Stockholder Matters. ----------------------------- The Certificates are represented by one or more Certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company ("DTC"), and an investor holding an interest in the NationsCredit Grantor Trust 1997-1 is not entitled to receive a certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Certificates, which it held on behalf of brokers, dealers banks and other direct participants in the DTC system at December 31, 2002. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 2002, the following direct DTC participants held positions in the Certificates representing interests in the NationsCredit Grantor Trust 1997-1 equal to or exceeding 5% of the total principal amount of the Certificates outstanding on the date: None. Item 13. Certain Relationships and Related Transactions. --------------------------------------------------- Not applicable. PART IV Item 14. Controls and Procedures. -------------------------- Not applicable. Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8K. --------------------------------------------------------------------- (a) 1. Not applicable. 2. Not applicable. 3. Exhibits: 99.1 Annual Statement as to Compliance 99.2 Report of Independent Accountants (b) Reports on Form 8-K NationsCredit Grantor Trust 1997-1 filed a Current Report on Form 8-K pursuant to Items 5 and 7 for the following monthly distribution dates during 2002, including the Servicer's Certificate for each due period provided to Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as Trustee. Date of Reports on Form 8-K --------------------------- January 15, 2002 February 15, 2002 March 15, 2002 April 15, 2002 May 15, 2002 June 17, 2002 July 15, 2002 August 15, 2002 September 16, 2002 October 15, 2002 November 15, 2002 December 16, 2002 (c) See item 15(a)(3) above (d) Not applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NATIONSCREDIT GRANTOR TRUST 1997 - 1 (Registrant) By: Banc of America Specialty Finance, Inc. formerly NationsCredit Commercial Corporation of America, as Servicer of NationsCredit Grantor Trust 1997 - 1 March 31, 2003 By /s/ CHRISTOPHER SPOENEMAN --------------------------- Christopher Spoeneman Senior Vice President NATIONSCREDIT GRANTOR TRUST 1997-1 Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 - ------------------------------------------------------------------------------- I, Christopher Spoeneman, a duly authorized representative of Banc of America Specialty Finance, Inc. 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 NationsCredit Grantor Trust 1997-1; 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 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. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that 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. March 31, 2003 By /s/ Christopher Spoeneman - ------------------------------- Christopher Spoeneman Senior Vice President Banc of America Specialty Finance, Inc. EXHIBIT INDEX Exhibit Number Description of Exhibit --------------- ------------------------ 99.1 Annual Statement as to Compliance 99.2 Report of Independent Accountants EXHIBIT 99.1 ------------ BANC OF AMERICA SPECIALTY FINANCE, INC. ANNUAL STATEMENT AS TO COMPLIANCE NationsCredit Grantor Trust 1997-1 ---------------------------------- The undersigned certifies that he is a Senior Vice President of Banc of America Specialty Finance, Inc., formerly NationsCredit Commerical Corporation of America, a North Carolina corporation (the "Servicer"), and that as such he is duly authorized to execute and deliver this certificate on behalf of the Servicer pursuant to Section 13.10 of the Pooling and Servicing Agreement dated as of April 30, 1997 among NationsCredit Securitization Corporation, Banc of America Specialty Finance, Inc. formerly known as NationsCredit Commercial Corporation of America and Deutsche Bank Trust Company Americas, formerly Bankers Trust Company (the "Agreement") and further certifies that ( i ) a review of the activities of the Servicer during the period January 1, 2002 up to and including December 31, 2002 and of its performance under the Agreement has been made and (ii) based on such review, the Servicer has fulfilled all of its obligations under the Agreement throughout the past year up to and including December 31, 2002. IN WITNESS WHEREOF, I have affixed hereto my signature this the 31st day of March, 2003. Banc of America Specialty Finance, Inc. By:/s/ Christopher Spoeneman --------------------------- Christopher Spoeneman Senior Vice President EXHIBIT 99.2 ------------ REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Bank of America Corporation We have examined management's assertion about Banc of America Specialty Finance, Inc.'s (the "Company") compliance with the servicing requirements outlined in sections 12.3, 13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 of the Pooling and Servicing Agreement dated April 30, 1997 (the "Agreement") for the NationsCredit Grantor Trust 1997-1 securitization as of and for the year ended December 31, 2002 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made 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 those requirements 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 specified requirements. In our opinion, management's assertion that the Company complied with the aforementioned requirements as of and for the year ended December 31, 2002 is fairly stated, in all material respects. /s/ PRICEWATERHOUSE COOPERS LLP - ---------------------------------- March 13, 2003 EXHIBIT I --------- MANAGEMENT'S ASSERTION CONCERNING COMPLIANCE WITH CERTAIN SERVICING REQUIREMENTS March 13, 2003 As of and for the year ended December 31, 2002, Banc of America Specialty Finance, Inc. has complied in all material respects with the servicing requirements outlined in sections 12.3, 13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 of the Pooling and Servicing Agreement for the NationsCredit Grantor Trust 1997-1 securitization dated as of April 30, 1997, between Banc of America Specialty Finance, Inc., formerly NationsCredit Commercial Corporation of America, as Servicer, NationsCredit Securitization Corporation, as Seller, and Deutsche Bank Trust Company Americas, formerly Bankers Trust Company, as Trustee and Collateral Agent. /s/ ERIC P. TELLJOHANN - ------------------------- Eric P. Telljohann Senior Vice President /s/ CHRISTOPHER SPOENEMAN - --------------------------- Christopher Spoeneman Senior Vice President /s/ JOYCE V. MCLEOD - ---------------------- Joyce V. McLeod Vice President -----END PRIVACY-ENHANCED MESSAGE-----