<PAGE> 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-B
(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
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PART I
ITEM 3. LEGAL PROCEEDINGS
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None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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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 34 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
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FINANCIAL DISCLOSURE
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None
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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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 8 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.
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------- ---------------- -------------------- --------
<S> <C> <C> <C>
6.45% Asset Chase Manhattan Bank $136,330,000 -Principal 35.5%
Backed Certificates, 2 Chase Manhattan Plaza amount of Certificates
Class A New York, New York 11081
6.45% Asset SSB Custodian Global Proxy Unit $115,499,000 -Principal 30.1%
Backed Certificates, PO Box 1631 amount of Certificates
Class A Boston, Massachusetts 02105-1631
6.45% Asset Boston Safe Deposit and Trust Company $48,051,000 -Principal 12.5%
Backed Certificates, c/o Mellon Bank, NA amount of Certificates
Class A 3 Mellon Bank Center
Pittsburgh, Pennsylvania 15259
6.45% Asset PNC Bank, NA $23,370,000 -Principal 6.1%
Backed Certificates, 11 Penn Center amount of Certificates
Class A 1836 Market Street
Philadelphia, Pennsylvania 19103
6.70% Asset Bank One Trust Company, NA-State $10,000,000 -Principal 34.6%
Backed Certificates, 30 West Spring Street amount of Certificates
Class B Columbus, Ohio 43266-0581
6.70% Asset Chase Manhattan Bank $10,000,000 -Principal 34.6%
Backed Certificates, 2 Chase Manhattan Plaza amount of Certficates
Class B New York, New York 10081
6.70% Asset Marshall & Ilsley Trust Company $6,802,000 -Principal 23.5%
Backed Certificates, 1000 North Water Street amount of Certificates
Class B PO Box 2977
Milwaukee, Wisconsin 53202
6.70% Asset 1st Bank, NA $1,590,000 -Principal 5.5%
Backed Certificates, c/o ICE Proxy Services amount of Certficates
Class B 71 Executive Blvd
Farmington, New York 11375
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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None
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(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-B
(Issuer with respect to the Certificates and Notes)
By: THE FIFTH THIRD BANK
(Originator and the Issuer and Registrant)
By: /s/ Roger W. Dean
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Name: Roger W. Dean
Title: Senior Vice President
& Controller
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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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
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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 September 25, 1996 to December 31, 1996, pursuant to the Pooling
and Servicing Agreement dated as of September 25, 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 September 25, 1996 to December 31, 1996 is fairly
stated, in all material respects.
/s/ Deloitte & Touche, LLP
Cincinnati, Ohio
March 7, 1997
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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 September 25, 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 September 25, 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
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P. Michael Brumm, Executive Vice President
/s/ Roger Dean
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Roger Dean, Controller
