-----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, ARM+s9Tn8ZGWWZtAeOVadEdXXfauGLn6IzuL/v25EU+d1evAY9hmPFJ7CZS/w1lU WAPNbePuGTLluFLljYyD3w== 0001024739-99-000167.txt : 19990330 0001024739-99-000167.hdr.sgml : 19990330 ACCESSION NUMBER: 0001024739-99-000167 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANC ONE AUTO GRANTOR TRUST 1997-B CENTRAL INDEX KEY: 0001059882 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 752270994 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-24155 FILM NUMBER: 99576042 BUSINESS ADDRESS: STREET 1: C/O BANK ONE TEXAS NA STREET 2: 150 EAST CAMPUS VIEW CITY: COLUMBUS STATE: OH ZIP: 43235 BUSINESS PHONE: 6142483718 MAIL ADDRESS: STREET 1: C/O BANK ONE TEXAS NA STREET 2: 150 EAST CAMPUS VIEW CITY: COLUMBUS STATE: OH ZIP: 43235 10-K 1 FORM 10-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-38681 Banc One Auto Grantor Trust 1997-B ----------------------------------------- (Issuer with respect to the Certificates) Bank One, Texas, N.A. ----------------------------------------------------- (Exact name of registrant as specified in its charter) United States 75-2270994 -------------------------------- ------------------- (State or other jurisdiction {I.R.S. Employer of incorporation or organization) Identification No.) 150 East Campus View, Columbus, OH 43235 -------------------------------------------------- (Address of principal executive offices, zip code) Registrant's telephone number, including area code:(614) 248-3718 -------------- 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 Issuer 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 Issuer 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 Annual Report on Form 10-K is filed in accordance with a no-action letter dated August 16, 1995 issued by the Office of Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission, to Bank One, Texas, N.A., as originator and servicer of Banc One Auto Trust 1995-A. Consistent with such no-action letter, certain items have been omitted from or modified in this Annual Report on Form 10-K. PART I Item 1. Business -------- Omitted. Item 2. Properties ---------- The property of Banc One Auto Grantor Trust 1997-B (the "Trust") consists of certain motor vehicle retail installment sale contracts secured by new or used automobiles, vans or light duty trucks. Information regarding the property of the Trust and the activities of Bank One, Texas, N.A., as Servicer (the "Servicer"), during the year ended December 31, 1998 is contained in (i) the Annual Servicer's Certificate filed as Exhibit 99.1 hereto and (ii) the Annual Statement prepared by the Servicer and filed as Exhibit 99.2 hereto. Item 3. Legal Proceedings ----------------- Nothing to report. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- No matters were submitted to a vote of security holders during 1998. PART II Item 5. Market for Registrant's Common Equity and Related -------------------------------------------------- Stockholder Matters ------------------- Investor Certificates are held and delivered in book-entry form through the facilities of the Depository Trust Company ("DTC"), a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Certificates are held by Cede & Co, the nominee of DTC. Page 2 The records of DTC indicate that, at December 31, 1998, there were: (i) thirty-two (32) DTC Participants holding a position in the 6.29% Class A Asset Backed Certificates, Series 1997-B; and (ii) three (3) DTC Participants holding a position in the 6.46% Class B Asset Backed Certificates, Series 1997-B. There is no established public market in which the Certificates are traded. Item 6. Selected Financial Data ----------------------- Omitted. Item 7. Management's Discussion and Analysis of Financial Condition ------------------------------------------------------------ and Results of Operations ------------------------- BANK ONE CORPORATION ("BANK ONE"), the parent corporation of Bank One, Texas, N.A. (the "Bank"), continues to execute project plans established by its predecessor companies to assure Year 2000 readiness. Project costs are estimated to reach $350 million over the life of the project. Year 2000 costs incurred through year-end 1998 were approximately $235 million. The inventory and assessment phase has been completed for all information and non-information technology. At December 31, 1998, 87% of BANK ONE's affected information technology applications were tested and returned to production. BANK ONE expects that all information technology applications, systems and equipment will be Year 2000 compliant by mid-1999. Ongoing facilities and equipment improvements are expected to result in Year 2000 readiness for non-information systems technology by mid-1999. Year 2000 readiness is highly dependent on external entities and is not limited to operating risk. BANK ONE is working extensively with external entities to ensure that their systems will be Year 2000 compliant; however, BANK ONE bears risk and could be adversely affected if outside parties, such as customers, vendors, utilities and government agencies, do not appropriately address Year 2000 readiness issues. In addition, BANK ONE may have increased credit risk related to customers whose ability to repay debt is impaired due to Year 2000 readiness costs or risk or whose collateral becomes impaired due to lack of Year 2000 readiness. Detailed contingency plans exist for critical business system applications to mitigate potential problems or delays associated with systems replacements or vendor delivery dates. Critical business processes have been identified, and the most reasonable recovery strategies have been selected. Contingency plans have been documented and validated for effectiveness. BANK ONE will continue to review and validate the scope and content of its contingency plans throughout 1999. Page 3 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- Omitted. Item 8. Financial Statements and Supplementary Data ------------------------------------------- Omitted. Item 9. Changes in and Disagreements with Accountants on Accounting ----------------------------------------------------------- and Financial Disclosure ------------------------ None. PART III Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------- Omitted. Item 11. Executive Compensation ---------------------- Omitted. Page 4 Item 12. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- At December 31, 1998, the Certificates were registered in the name of Cede & Co., as nominee of DTC. The records of DTC indicate that, at December 31, 1998, there were nine (9) DTC Participants holding positions in excess of five (5) percent of any class of outstanding Certificates. Such persons are described in the table below:
Amount and Nature of Name and Address of Beneficial Ownership Percent Title of Class Beneficial Owners $(000's) of Class - -------------- ----------------- -------------------- -------- 6.29% Class A Asset Bank of New York (The) $122,355 21.37% Backed Certificates 925 Patterson Plank Road Series 1997-B Secaucus, NJ 07094 Boston Safe Deposit and Trust Company $32,600 5.69% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank $160,625 28.05% 4 New York Plaza, 13th Floor New York, NY 10004 Northern Trust Company (The). $50,595 8.84% 801 S. Canal C-IN Chicago, IL 60607 PNC Bank, National Association $30,280 5.29% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103
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State Street Bank and Trust $79,550 13.89% Company Global Corp. Action Dept. JAB5W P.O. Box 1631 Boston, MA 02105-1631 6.40% Class B Asset Bank of New York (The) $20,000 54.72% Backed Certificates 925 Patterson Plank Road Series 1997-B Secaucus, NJ 07094 Mercantile Bank of St. Louis $5,000 13.68% National Association Bond P.O. Box 349 St. Louis, MO 63166 SSB - Bank Portfolio $11,547 31.60% 225 Franklin Street Boston, MA 02110
Item 13. Certain Relationships and Related Transactions ---------------------------------------------- None. Page 6 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on ------------------------------------------------------ Form 8-K -------- (b) Reports on Form 8-K (i) Reports on Form 8-K containing the monthly statements and other information reflecting the Trust's activities: Dated: Items Reported: ------ --------------- February 20, 1998 5 and 7 March 20, 1998 5 and 7 April 20, 1998 5 and 7 May 20, 1998 5 and 7 June 22, 1998 5 and 7 July 20, 1998 5 and 7 August 20, 1998 5 and 7 September 21, 1998 5 and 7 October 20, 1998 5 and 7 November 20, 1998 5 and 7 December 21, 1998 5 and 7 January 20, 1999 5 and 7 (c) Exhibits. The following documents are filed as part of this Annual Report on Form 10-K. 99.1 Annual Servicer's Certificate 99.2 Annual Statement 99.3 Independent Accountants' Report of Arthur Andersen LLP on Management's Assertions Page 7 SIGNATURE 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: March 25, 1999 Banc One Auto Grantor Trust 1997-B By: Bank One, Texas, N.A., as Servicer, on behalf of the Trust By: /s/ Tracie H. Klein --------------------------------- Name: Tracie H. Klein Title: Vice President 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. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Certificateholders during the period covered by this Annual Report on Form 10-K and the Registrant does not intend to furnish such materials to Certificateholders subsequent to the filing of this report. Page 8 INDEX OF EXHIBITS Exhibit Description Page - ------- ----------- ---- 99.1 Annual Servicer's Certificate 10 99.2 Annual Statement 11 99.3 Independent Accountants' Report of 12-13 Arthur Andersen LLP on Management's Assertions Page 9 EX-99.1 2 ANNUAL SERVICER'S CERTIFICATE Exhibit 99.1 BANK ONE, TEXAS, N.A. Annual Officer's Certificate of the Servicer Banc One Auto Grantor Trust 1997-B The undersigned, a duly authorized representative of Bank One, Texas, N.A, as Servicer (the "Servicer"}, pursuant to Section 3.10 of the Pooling and Servicing Agreement dated as of December 1, 1997 (the "Agreement") between the Servicer and Bankers Trust Company, as trustee (the "Trustee"), does hereby certify as follows: (1) All terms used herein that are defined in the Agreement shall have the meanings provided in the Agreement, unless otherwise defined herein. (2) The undersigned is an officer of the Servicer who is duly authorized pursuant to the Agreement to execute and deliver this Certificate. (3) A review of the activities of the Servicer during the period from the Closing Date to December 31, 1998 (the "Servicing Period") and its performance under the Agreement has been made under my supervision. (4) Based on such review, the Servicer has, to the best of my knowledge, fulfilled al of its material obligations under the Agreement throughout the Servicing Period except as set forth in paragraph (5) below. (5) The following is a brief description of each default in the fulfillment of the Servicer's obligations under the Agreement known to me to have been made by the Servicer during the Servicing Period, which sets forth in detail (i) the nature of each such default and (ii) the current status of each default: NONE. IN WITNESS WHEREOF, the Servicer has caused this Certificate to be executed by a duly authorized officer as of the 31st day of December 1998. Bank One, Texas, N.A., as Servicer By: /s/ Tracie H. Klein ---------------------------- Name: Tracie H. Klein Title: Vice President EX-99.2 3 ANNUAL STATEMENT Exhibit 99.2 Banc One Auto Grantor Trust 1997-B Annual Statement 12/31/98
Dollars ------- I. Amount of 1998 distributions allocable to principal: (i) Class A Certificateholders $188,374,823.58 (ii) Class B Certificateholders $12,024,204.29 II. Amount of 1998 distributions allocable to interest: (i) Class A Cetificateholders $29,311,210.20 (ii) Class B Certificateholders $1,921,538.60 III. Pool Balance as of the close of business on December 31, 1998, after giving effect to payments allocated to principal reported under (I) above $389,209,634.76 IV. Aggregate outstanding principal balances and pool factors for each class of securities, as of December 31, 1998, after giving effect to all payments reported under clause (I) above on such date: (a) Class A Certificateholders $365,856,546.67 (b) Class A Pool Factor 0.6389804 (c) Class B Certificateholders $23,353,088.09 (d) Class B Pool Factor 0.6389804 V. Amount of the Total Servicing Fee paid to the Servicer with respect to the year ended December 31, 1998 (i) Total Servicing Fee $4,957,421.62 VI. Amount of the aggregate Realized Losses, if any, for the year ended December 31, 1998 $4,174,463.42 VII. (a) Aggregate amount withdrawn from the Reserve Account and deposited in the Collection Account $0.00 (b) Specified Reserve Account balance as of December 31, 1998 $19,460,481.74 (c) Aggregate Reserve Account release to seller for the year ended December 31, 1998 $19,499,686.37 (d) Balance of the Reserve Account as of December 31, 1998 $19,460,481.74 (e) 1998 Average Charge-off Rates 0.89% (f) 1998 Average of Delinquency Percentages 0.56% VIII. (a) Certificateholder's Interest Carryover Shortfall $0.00 (b) Certificateholder's Principal Carryover Shortfall $0.00 IX. Aggregate Purchase Amounts paid by the Seller or the Servicer with respect to the year ended December 31, 1998 $50,097.12 X. Delinquent Receivables as of December 31, 1998 Dollar Amount % # Units ------------- ----- ------- (a) 30-59 Days Delinquent $6,830,268 1.75% 563 (b) 60-89 Days Delinquent 2,224,117 0.57% 193 (c) 90 Days or More Delinquent 1,327,634 0.34% 117
EX-99.3 4 REPORT OF INDEPENDENT ACCOUNTANTS Exhibit 99.3 [LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE] REPORT OF INDEPENDENT ACCOUNTANTS To BANK ONE CORPORATION: We have examined the accompanying management's assertion about Bank One, Texas, N.A.'s (the "Servicer"), compliance with the covenants and conditions of the Banc One Auto Grantor Trust 1997-B Pooling and Servicing Agreement dated as of December 1, 1997 (the "Agreement") between the Servicer and The Bankers Trust Company (as Trustee for the various Certificateholders and Enhancement Providers) during the thirteen months ended December 31, 1998. Management is responsible for the Servicer's compliance with the Agreement. Our responsibility is to express an opinion on management's assertion about the Servicer'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 Servicer'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. In our opinion, management's assertion that the Servicer complied with the covenants and conditions of the Agreement for the thirteen months ended December 31, 1998 is fairly stated, in all material respects. /s/ Arthur Andersen LLP Chicago, Illinois March 23, 1999 Assertion by Bank One, Texas, N.A. Bank One, Texas, N.A., services the motor vehicle retail installment sale contracts for the Banc One Auto Grantor Trust 1997-B. As of and for the thirteen months ended December 31, 1998, Bank One, Texas, N.A. had complied, in all material respects, with the Banc One Auto Grantor Trust 1997-B Pooling and Servicing Agreement. /s/ Mark Gresenz /s/ Tracie H. Klein - ------------------------------------- -------------------------------- Mark Gresenz Tracie H. Klein Chief Financial Officer Vice President Banc One Credit Company Bank One, Texas, N.A. (Subsidiary of BANK ONE CORPORATION) -----END PRIVACY-ENHANCED MESSAGE-----