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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON APRIL 1, 1997 PURSUANT TO
A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
Commission file number 33-80837
NATIONSCREDIT GRANTOR TRUST 1996-1
(Exact name of registrant as specified in its charter)
DELAWARE 75-2655744
State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
225 E. JOHN CARPENTER FREEWAY, IRVING, TEXAS 75062-2731
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 505-5026
Securities registered pursuant to section 12(g) of the Act:
5.85% MARINE RECEIVABLE-BACKED CERTIFICATES
(Title of class)
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 (Section 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. [ ]
<PAGE>
PART I
ITEM 1. BUSINESS.
The NationsCredit Grantor Trust 1996-1 (the "Trust") was formed pursuant
to a Pooling and Servicing Agreement (the "Pooling and Servicing") dated as of
January 31, 1996 among NationsCredit Securitization Corporation (the "Seller"),
NationsCredit Commercial Corporation of America, as Servicer (the "Servicer")
and Bankers Trust Company, as trustee (the "Trustee"). The Trust's only business
is to act as a passive trust to permit investment in a pool of retail
installment sale contracts.
ITEM 2. PROPERTIES.
The assets of the Trust include a pool of marine retail installment sale
contracts (the "Receivables"), the security interests in the collateral securing
the Receivables and certain other property more specifically set forth in the
Pooling and Servicing Agreement.
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.
5.85% Marine Receivable-Backed Certificates (the "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. All outstanding
Certificates are held by CEDE and Co., the nominee of DTC.
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.
As of March 1, 1997 100% of the Certificates were held in the name of CEDE and
Co. for beneficial owners.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits:
19. 1996 Consolidated Servicer's Report
20. 1996 Servicer's Annual Statement as to Compliance
20. 1996 Servicer's Representations Letter
20. 1996 Servicer's Officers' Certificate
20. 1996 Loan Servicing Report of Independent Accountants
(b) Reports on Form 8-K:
Report on Form 8-K filed on March 31, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
-------------------------------
(Registrant)
Date: March 31, 1997 By:____________________________
Authorized Signature
<PAGE>
NATIONSCREDIT GRANTOR TRUST 1996-1
ANNUAL STATEMENT AS TO COMPLIANCE
A review of the activities of NationsCredit Commercial Corporation of America
("Servicer") during the period of February 23, 1996 through December 31, 1996
and of its performance under the Pooling and Servicing Agreement ("Agreement")
was made under the undersigned officer's supervision. To the best of the
undersigned officer's knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement throughout the period of
February 23, 1996 to and including December 31, 1996.
Authorized Officer
NationsCredit Commercial Corporation of America
/S/ Lawrence Angelilli
- -------------------------
Name: Lawrence Angelilli
Title: Vice President/Treasurer
Date: March 28, 1997
<PAGE>
Price Waterhouse LLP
Loan Servicing Report of Independent Accountants
March 27, 1997
To the Board of Directors of
NationsCredit Corporation
We have examined management's assertion about NationsCredit Corporation's
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended December 31, 1996 included in the
accompanying management assertion for the NationsCredit Grantor Trust 1996-1
securitization. Management is responsible for NationsCredit Corporation's
compliance with those 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 NationsCredit Corporation's
compliance with the minimum servicing standards 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 NationsCredit Corporation's compliance with
the minimum servicing standards.
In our opinion, management's assertion that, except for the noncompliance noted
in the following paragraph, NationsCredit Corporation complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1996, is fairly stated, in all material respects.
As discussed in management's assertion, the following material noncompliance
occurred at NationsCredit Corporation during the year ended December 31, 1996.
NationsCredit Corporation is not in compliance with the USAP minimum servicing
standard which requires that loan payments be deposited into the custodial cash
account and related bank clearing accounts within two business days of receipt.
NationsCredit Corporation remits loan payment collections on a monthly basis in
accordance with the Pooling and Servicing Agreement dated January 31, 1996.
/s/ Price Waterhouse LLP
<PAGE>
NationsCredit Commercial Corporation of America
March 27, 1997
Price Waterhouse LLP
NationsBank Corporate Center
Suite 5400
100 North Tryon Street
Charlotte, NC 28202
Dear Sirs:
As of and for the year ended December 31, 1996, NationsCredit Corporation
("NationsCredit"), a wholly-owned subsidiary of NationsBank Corporation, has
complied in all material respects, except as explained in the following
paragraph, with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) for the NationsCredit Grantor Trust 1996-1 securitization. As of
and for this same period, NationsBank Corporation had in effect a fidelity bond
and errors and omissions policy in the amount of $150 million, which includes
coverage for NationsCredit adequate to meet the requirements outlined in the
USAP.
With respect to the USAP minimum servicing standard which requires that loan
payments be deposited into the custodial cash account and related bank clearing
accounts within two business days of receipt, NationsCredit is not in compliance
with the USAP. NationsCredit remits loan payment collections on a monthly basis
in accordance with the Pooling and Servicing Agreement dated January 31, 1996.
/S/ Lawrence Angelilli March 28, 1997
- -------------------- ---------------------
Lawrence Angelilli, Date
Vice President and Treasurer
/S/ Joseph A. Cutrona March 28, 1997
- -------------------- ---------------------
Joseph A. Cutrona, Date
EVP & Chief Financial Officer
/S/ Bob D. Sessoms March 28, 1997
- -------------------- ---------------------
Bob D. Sessoms, Date
Chairman, President & COO
<PAGE>
March 27, 1997
Price Waterhouse LLP
NationsBank Corporate Center
Suite 5400
100 North Tryon Street
Charlotte, NC 28202
Dear Sirs:
In connection with your examination of our assertion that NationsCredit
Corporation (the "Company") complied with the minimum servicing standards in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) as of and for the year ended December 31, 1996, we
recognize that obtaining representations from us concerning the information
contained in this letter is a significant procedure in enabling you to express
an opinion on management's assertion about compliance with the minimum servicing
standards. Accordingly, we make the following representations, which are true to
the best of our knowledge and belief in all material respects:
1. The company has substantially complied with all the requirements of the
Uniform Single Attestation Program for Mortgage Bankers, as they apply to
the NationsCredit Grantor Trust 1996-1 securitization serviced for others
by the Company, with exception to the USAP minimum servicing standard which
requires that loan payments be deposited into the custodial cash account
and related bank clearing accounts within two business days of receipt. The
Company remits loan payment collections on a monthly basis in accordance
with the Pooling and Servicing Agreement dated January 31, 1996.
2. With respect to the NationsCredit Grantor Trust 1996-1 securitization, the
Company maintains fidelity or surety bond insurance with a qualified
insurer with coverage limits and deductibles that meet investor
requirements, as defined in the respective Pooling and Servicing Agreement
at December 31, 1996.
3. We are not aware of (a) any irregularities involving management or
employees who have significant roles in the system of internal accounting
control over the processing of transactions and maintenance of records
related to loans serviced for others, or any irregularities involving other
employees or loan balances of loans serviced for others, or (b) any
violations or possible violations of law, regulations, or contracts for the
servicing of loans for others, which should be considered for disclosure in
the report on procedures performed in accordance with USAP.
4. All bank accounts held in trust are in the name of the Company in trust for
the applicable investor and all bank accounts held in trust for others are
maintained in an institution that is a member of the Federal Deposit
Insurance Corporation (FDIC ).
5. The Monthly Servicer Reports prepared by the Company and submitted to each
investor include all transactions processed through the effective date of
such reports for loans serviced by the Company. The reports are prepared
from the trial balances of serviced loans and adjustments, if any, from the
trial balances represent correction of clerical errors or other matters
which, subsequent to the report date, are properly recorded in the trail
balances.
6. We are responsible for complying with the minimum servicing standards in
the USAP.
7. We are responsible for establishing and maintaining an effective internal
control structure over compliance with the minimum servicing standards.
8. We have performed an evaluation of the Company's compliance with the
minimum servicing standards.
9. As of and for the year ended December 31, 1996, the Company has complied
with the minimum servicing standards, with exception to the USAP minimum
servicing standard which requires that loan payments be deposited into the
custodial cash account and related bank clearing accounts within two
business days of receipt. The Company remits loan payment collections on a
monthly basis in accordance with the Pooling and Servicing Agreement dated
January 31, 1996.
10. We have disclosed to you all known noncompliance with the minimum servicing
standards.
11. We have made available to you all documentation related to compliance with
the minimum servicing standards.
12. We have disclosed any communications from regulatory agencies, internal
auditors, and other practitioners concerning possible noncompliance with
the minimum servicing standards, including communications received through
March 27, 1997.
13. We have disclosed to you any known noncompliance occurring through March
27,1997.
/S/ Lawrence Angelilli March 28, 1997
- ---------------------- --------------------
Lawrence Angelilli, Date
Vice President and Treasurer
/S/ Joseph A. Cutrona March 28, 1997
- -------------------- ---------------------
Joseph A. Cutrona, Date
EVP & Chief Financial Officer
/S/ Bob D. Sessoms March 28, 1997
- -------------------- ---------------------
Bob D. Sessoms, Date
Chairman, President & COO
<PAGE>
SERVICERS CERTIFICATE
NATIONSCREDIT GRANTOR TRUST 1996-1
FOR THE COLLECTION PERIOD FEBRUARY 1, 1996 TO NOVEMBER 30, 1996
Pursuant to the Pooling and Servicing Agreement, dated as of January 31, 1996
among NationsCredit Securitization Corporation (as "Seller"), NationsCredit
Corporation of America (as "Servicer") and Bankers Trust Company (as "Trustee"
and "Collateral Agent"), the Servicer is required to prepare certain information
each month regarding distribution to Certificateholders and the performance of
the Trust. The information with respect to the applicable Distribution Date is
set forth below.
Month Dec-96
Collection Period Feb 1 - Nov 30
Determination Date
Deposit Date
Distribution Date 16-Dec-96
Pool
Balance
Pool Balance on the close
of the last day of the
preceding Collection Period 223,194,105
Principal Collections 42,386,542
Principal Collections Adjustment
- Over Payment Since Inception (326,364)
Purchase Amounts Allocable to Principal 513,988
Defaulted Receivables 1,552,580
Defaulted Receivables Adjustment
Since Inception 154,947
Pool Balance on the close of the last
day of the Collection Period 178,912,411.84
Original Pool Balance 223,194,105
Pool Factor 80.1600077%
Preference Amounts -
Certificate Pass-Through Rate 5.8500%
Servicing Fee Rate 0.7500%
Available Interest
Collections allocable to interest 17,705,729
Liquidation Proceeds 372,285
Purchase Amounts allocable to interest -
Reserve Account Interest Withdrawal -
Surety Interest Drawing -
Reserve Account Preference Withdrawal -
Surety Preference Withdrawal -
Total Interest 18,078,013
Available Principal
Collections allocable to principal 42,386,542
Purchase Amounts allocable to principal 513,988
Reserve Account Principal Withdrawal -
Surety Principal Drawing -
Total Principal 42,900,530
Available Funds
Collections allocable to interest 17,705,729
Liquidation Proceeds 372,285
Purchase Amounts allocable to interest -
Collections allocable to principal 42,386,542
Purchase Amounts allocable to principal 513,988
Total Available Funds 60,978,543
Deposit to Certificate Account
Available Funds allocable to interest 18,078,013
Available Funds allocable to principal 42,900,530
Reserve Account Interest Withdrawal -
Surety Interest Drawing -
Reserve Account Preference Withdrawal -
Surety Preference Withdrawal -
Reserve Account Principal Withdrawal -
Surety Principal Drawing -
Total Deposit to the Certificate Account 60,978,543
Interest Payment
Monthly Interest Payment 9,847,594
Carry-Over Monthly Interest -
Total 9,847,594
Principal Payment
Monthly Principal Payment 44,453,110
Carry-Over Monthly Principal -
Total 44,453,110
Servicing Fee
Servicing Fee 1,262,512.02
Carry-Over Monthly Servicing Fee -
Total 1,262,512.02
Distributions from the Certificate Account
Interest distributions 9,847,593.73
Principal distribution 44,453,110.42
Preference Amounts -
Servicing Fee distribution 1,262,512.02
Distributions to the Surety Bond Provider 202,001.92
Distributions to the Reserve Account -
Distributions to the Seller 5,213,325.40
Carry-Over Monthly Interest to the next
Distribution Date -
Carry-Over Monthly Principal to the next
Distributions Date -
Carry-Over Monthly Servicing Fee to the next
Distribution Date -
Reserve Account
Reserve Account Balance as of the end of the
preceding Collection Period 6,695,823.15
Add: Adjustment to Reconcile to actual
account balance 117,679.98
Reserve Account Balance as of the end of the
preceding Collection Period 6,813,503.13
Earnings from investments on the Reserve Account 269,668.92
Reserve Account Interest Withdrawal -
Reserve Account Preference Withdrawal -
Reserve Account Principal Withdrawal -
Deposits to the Reserve Account 3,231,090.10
Adjustment -
Reserve Account Balance 10,314,262.15
Distributions of any excess amounts on
deposit in the Reserve Account 1,368,641.56
Ending Reserve Account Balance 8,945,620.59
Reserve Account Balance as a % of the Pool
Balance 5.0000%
Specified Reserve Account Requirement 8,945,620.59
Amount needed to fully fund Reserve Account -
Surety Bond
Required Surety Bond Amount (25% of the Pool
Balance 55,798,526.28
Surety Bond amount on the previous
Distribution Date 45,562,676.57
Payments made with respect Surety Principal Draws -
Payments received with respect to unreimbursed
Surety Principal Draws -
Surety Bond Amount for the current
Distribution Date 45,562,676.57
Total Surety Interest Draws -
Total Surety Principal Draws -
Total Surety Preference Draws -
Total Draws -
Surety Bond Fee 202,002
Total unreimbursed Surety Interest Draws -
Total unreimbursed Surety Principal Draws -
Total unreimbursed Surety Preference Draws -
Amount Owed to Surety Bond Provider 202,002
Surety Bond Fee Paid 202,002
Total payments for Surety Interest Draws -
Total payments for Surety Principal Draws -
Total payments for Surety Preference Draws -
Payments made to the Surety Bond Provider 202,002
Surety Bond Fee Outstanding -
Remaining unreimbursed Surety Interest Draws -
Remaining unreimbursed Surety Principal Draws -
Remaining unreimbursed Surety Preference Draws -
Remaining Amounts Owed to the Surety Bond Provider -
Net Credit Loss Ratio
Net Credit Losses 1,180,295
Adjustment for Defaulted Receivables Since
Inception
For the Current Collection Period 0.5871%
For the preceding Collection Period
For the second preceding Collection Period
Average Net Credit Loss Ratio
Delinquency Analysis
Number of Loans
30 to 59 days past due 495
60 to 89 days past due 112
90 or more days past due 175
Total 782
Principal Balance
30 to 59 days past due 5,663,805.62
60 to 89 days past due 1,188,144.33
90 or more days past due 2,092,845.59
Total 8,944,795.54
Delinquency Ratio
For the current Collection Period 4.9995%
For the preceding Collection Period 3.5709%
For the second preceding Collection Period 3.4150%
Average Delinquency Ratio 3.9952%
Weighted Average Computations
Weighted Average Coupon 10.6216%
Weighted Average Original Term (months) 123
Weighted Average Remaining Term (months) 98
Cash Settlement for the Trustee
Total Deposit to the Collection Account 60,978,543.49
Servicing Fee 1,262,512.02
Interest allocable to the
Seller's Certificate 4.64
Principal amount allocable to the
Seller's Certificate 20.94
Net Deposit to the Certificate Account 59,716,005.90
Wire Funds to the Certificateholders 54,300,678.57
Wire Funds to the Surety Bond Provider 202,001.92
Deposit Funds into the Reserve Account -
Wire Funds to NationsCredit 5,213,325.40
Approved by: -----------------------
Lawrence Angelilli
Vice President & Treasurer
