-----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, JtDPTepZ9MLLXX6zpvE5+2bYSCoTLMA2ZeBl3OZWREptC3NoVatOedLa9dPXblp9 HMEpRFlgvB2YPaJrimJjIA== 0001049763-00-000006.txt : 20000328 0001049763-00-000006.hdr.sgml : 20000328 ACCESSION NUMBER: 0001049763-00-000006 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST SECURITY AUTO GRANTOR TRUST 1997-B CENTRAL INDEX KEY: 0001049763 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 876237789 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 333-35847-01 FILM NUMBER: 579631 BUSINESS ADDRESS: STREET 1: PO BOX 30006 STREET 2: 79 S MAIN CITY: SALT LAKE CITY STATE: UT ZIP: 84130-0006 BUSINESS PHONE: 8012465891 MAIL ADDRESS: STREET 1: PO BOX 30006 STREET 2: C/O SHARLENE HILL CITY: SALT LAKE CITY STATE: UT ZIP: 84130-0006 10-K405 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Commission File Number 333-35847-01 FIRST SECURITY AUTO GRANTOR TRUST 1997-B (Exact name of Registrant as specified in its charter) State of incorporation Utah I.R.S. Employer Identification No. 87-6237789 Address of principal executive offices 79 South Main, P.O. Box 30006 Salt Lake City, Utah Zip Code 84130-0006 Registrant's telephone number, including area code (801) 246-5891 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant 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] The registrant is a trust with no voting securities outstanding. This Annual Report on Form 10-K is filed by First Security Bank, N.A. (the Bank) on behalf of the First Security Auto Grantor Trust 1997-B (the Trust) pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended. This Annual Report on Form 10-K omits responses or responds in a modified fashion to certain items required by Form 10-K in accordance with the responses of the Office of Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission contained in a letter dated March 21, 1989 and made orally to the Bank's counsel in response to the Bank's requests for exemptive relief from such reporting requirements. 2 Part I Item 1. Business The Trust has as its only assets a pool of motor vehicle instalment sales contracts and instalment loans (the loan pool) originated by the Bank. At the origination date of the Trust, the loan pool totaled $502,863,289.37. Interests in the Trust are divided into: Class A Certificates, which constituted 95.5% of the total loan pool at origination; and Class B Certificates, which constituted 4.5%. Item 2. Properties The Trust was created pursuant to a Pooling and Servicing Agreement (the Agreement) dated November 20, 1997, among the Bank and Bankers Trust Company (the Trustee). The Trust is the owner of receivables and related motor vehicle collateral generated in connection with credit extensions to purchasers of such motor vehicles, primarily passenger cars and light trucks. The following table describes the current property of the Trust, and is a summary of the monthly reports filed previously on Form 8-K during 1999. First Security Auto Grantor Trust 1997-B Annual Summary of Monthly Statements for Class A and Class B Certificate Holders Pursuant to Section 4.7 of the Agreement Servicer: First Security Bank, N.A. For the Period December 26, 1998 Through December 25, 1999 Totals (i) Principal Distribution 137,472,687.20 Class A Amount 131,286,374.73 Class B Amount 6,186,312.47 (ii) Interest Distribution 11,775,908.15 Class A Amount 11,231,902.72 Class B Amount 544,005.43 (iii) Yield Supplement Amount 11.59 (iv) Basic Servicing Fee 1,928,058.75 (v) Class A Certificate Balance (end of Collection Period) 112,664,437.63 Class A Pool Factor (end of Collection Period) 0.2346031 Class B Certificate Balance (end of Collection Period) 5,308,832.83 Class B Pool Factor (end of Collection Period) 0.2346031 (vi) Total Pool Balance (end of Collection Period) 117,973,270.46 (vii) Realized Losses for the Collection Period 2,959,531.99 (viii) Aggregate Defaulted Receivables for the Collection Period 3,929,508.78 3 (ix) Amount otherwise distributable to Class B Certificateholders that is distributed to Class A Certificateholders - (x) Aggregate Purchase Amount of Receivables Repurchased by the Seller or purchased by Servicer 719,564.85 (xi) Advances made in respect of this Collection Period: 536,573.33 Unreimbursed Advances on the Distribution Date: 536,573.33 (xii) Reserve Account Balance after Giving Effect to Payments Made on Distribution Date 10,057,265.79 (xiii) (x) Excess of Class A Certificate Balance over Pool Balance - (y) Excess of Class B Certificate Balance over amount by which Pool Balance exceeds Class A Certificate Balance - As a result of the operation of the Pooling and Servicing Agreement and the Yield Supplement Agreement, the distributions of principal and interest due to Certificate Holders during 1999 were all paid in full and on time. The following table shows the credit quality of the Trust's portfolio of receivables in terms of delinquency and aggregate net loss data including: the number of such contracts and their percentage of the total loan pool; and the amount of such contracts and their percentage of the total loan pool. As of December 31, 1999: Contracts Amounts Type # % $ % - ----------------------------- ---------- ------ ------------ ------ (i) 30 - 59 Days Delinquent 344 1.78% 2,487,529.98 2.11% (ii) 60 - 89 Days Delinquent 145 0.75% 998,442.11 0.85% (iii) 90 or More Days Delinquent 69 0.36% 492,860.67 0.42% Total 30 or More Days Delinquent 558 2.89% 3,978,832.76 3.38% Cumulative Aggregate Net Losses 3,724,728.63 0.74% Item 3. Legal Proceedings There were no material legal proceedings pending at December 31, 1999 that would have a materially adverse effect on the Trust, the Bank, the Trustee, or the Underwriters in the performance of their obligations to the holders and beneficial owners of the Certificates of the Trust. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of Certificate Holders in 1999. 4 Part II Item 5. Market for Registrant's Common Equity and Related Security Holder Matters The holder of record of all the Certificates as of December 31, 1999, was Cede & Co., the nominee of The Depository Trust Company (DTC) in the United States. Direct participants active in the DTC system include securities brokers and dealers, banks, trust companies, and clearing corporations. The Certificates are not listed on any exchange. Item 6. Selected Financial Data Omitted Per No-Action Letter dated March 21, 1989. Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition Omitted per No-Action Letter dated March 21, 1989. Item 8. Financial Statements and Supplementary Data Omitted per No-Action Letter dated March 21, 1989. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None. 5 Part III Item 10. Directors and Executive Officers Omitted per No-Action Letter dated March 21, 1989. Item 11. Executive Compensation Omitted per No-Action Letter dated March 21, 1989. Item 12. Security Ownership of Certain Beneficial Owners and Management (a) The holder of record of all of the Certificates as of December 31, 1999, was Cede & Co., the nominee of The Depository Trust Company (DTC) in the United States. Direct participants active in the DTC system include securities brokers and dealers, banks, trust companies, and clearing corporations. (b) and (c) Because the Trust does not have any directors or officers, and since the usual meaning of control is not applicable to the Trust, no response is made to subparagraphs (b) and (c) per No-Action Letter dated March 21, 1989. Item 13. Certain Relationships and Related Transactions There have been no transactions during 1999 between the Trustee, the Trust, and/or the Bank that qualify for disclosure under Item 404 of Regulation S-K. During 1999, the Bank received a total of $1,815,982 in compensation for servicing the Trust portfolio. For its services to the Trust, the Trustee receives $5,000 for the first full year and $4,000 each year thereafter. 6 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Exhibit Index 4.1, Pooling and Servicing Agreement (Ex. 4 to the Trust's Registration Statement on Form S-1, Reg. No. 333-35847, incorporated by reference.) 4.2, Yield Supplement Agreement (Ex. 4 to the Trust's Registration Statement on Form S-1, Reg. No. 333-35847, incorporated by reference.) 99, Officer's Certificate (b) Financial Statement Schedules and Reports on Form 8-K In lieu of audited financial statements, the Registrant issues a monthly Statement to Certificate Holders report containing aggregate financial data for each month that the Trust was in operation. These are reported on Form 8-K. These reports are not audited. Signatures Because the Trust has no directors or individual trustees, and because the Bank is merely the originator and servicer of the Trust, the Annual Report on Form 10-K will not be signed by a majority of the directors of the Bank or by any individuals other than an authorized officer of the Bank. 7 SIGNATURES FIRST SECURITY AUTO GRANTOR TRUST 1997-B Registrant Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Bank has duly caused this report to be signed for and on its behalf by the undersigned, thereunto duly authorized. FIRST SECURITY AUTO GRANTOR TRUST 1997-B By FIRST SECURITY BANK, N.A. (Seller and Servicer) /s/ Brad D. Hardy March 27, 2000 _______________________________________________________ ____________________ Brad D. Hardy Date Executive Vice President Corporate Services General Counsel, Chief Financial Officer, and Secretary First Security Corporation (Authorized Officer) 8 Exhibit 99 OFFICER'S CERTIFICATE FIRST SECURITY CORPORATION Brad D. Hardy Executive Vice President Corporate Services General Counsel, Chief Financial Officer, and Secretary Pei Yan Huang Client Services Administrator Bankers Trust Company Corporate Trust & Agency Group Four Albany Street, 10th Floor New York, New York 10006 Dear Ms. Huang: This letter serves as the Officer's Certificate according to Section 3.10 of the Pooling and Servicing Agreement dated November 20, 1997 for the First Security Auto Grantor Trust 1997-B. In accordance with Section 3.10: (i) a review of the activities First Security Bank, N.A. (the Bank) with respect to its servicing for the period of December 26, 1998 through December 25, 1999 and the performance of its obligations under this Agreement has been made under such officer's supervision; and (ii) to the best of such officer's knowledge, based on such review, the Bank has fulfilled all of its obligations under this Agreement throughout this period, and there are no known defaults of the Bank under the Pooling and Servicing Agreement. Please contact us if you have any questions. Sincerely, /s/ Brad D. Hardy March 27, 2000 _______________________________________________________ ____________________ Brad D. Hardy Date Executive Vice President Corporate Services General Counsel, Chief Financial Officer, and Secretary First Security Corporation (Authorized Officer) -----END PRIVACY-ENHANCED MESSAGE-----