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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
333-1092
Commission file number: 333-1092-01
Banc One Auto Grantor Trust 1996-A
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(Issuer with respect to the Certificates)
Bank One, Texas, N.A.
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(Exact name of registrant as specified in its charter)
United States 75-2270994
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o Bank One, Texas, N.A., as Servicer, 1717 Main Street,
Attn: Jeff Stewart, Dallas, Texas 75201
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(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (214) 290-7437
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Securities Registered pursuant to Section 12(b) of the Act: None
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Securities Registered pursuant to Section 12(g) of the Act: None
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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 / /
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<PAGE>
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.
Exhibit Index on Page 8
Page 2 of 12 Pages.
Page 2
<PAGE>
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
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Omitted.
Item 2. Properties
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The property of Banc One Auto Grantor Trust 1996-A (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, 1997 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
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Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of security holders during
1997.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
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Investor 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. The Certificates are held by
Cede & Co, the nominee of DTC.
Page 3
<PAGE>
The records of DTC indicate that, at December 31, 1997, there
were: (i) thirty-two (32) DTC Participants holding a position
in the 6.10% Class A Asset Backed Certificates, Series 1996-A;
and (ii) one (1) DTC Participant holding a position in the
6.25% Class B Asset Backed Certificates, Series 1996-A. There
is no established public market in which the Certificates are
traded.
Item 6. Selected Financial Data
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Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
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Omitted.
Item 8. Financial Statements and Supplementary Data
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Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
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None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
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Omitted.
Item 11. Executive Compensation
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Omitted.
Page 4
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
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At December 31, 1997, the Certificates were registered in the
name of Cede & Co., as nominee of DTC. The records of DTC
indicate that, at December 31, 1997, there were six (6) DTC
Participants holding positions in excess of five (5) percent
of any class of outstanding Certificates. Such persons are
described in the table below:
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Ownership Percent
Title of Class Beneficial Owners $(000's) of Class
- -------------- ----------------- -------- --------
<S> <C> <C> <C>
6.10% Class A Asset Bank of New York (The) $ 46,165 8.99%
Backed Certificates 925 Patterson Plank Road
Series 1996-A Secaucus, NJ 07094
Boston Safe Deposit and Trust Co. $ 30,700 5.98%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $225,695 43.97%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
Northern Trust Company $ 25,895 5.04%
801 S. Canal C-IN
Chicago, IL 60607
UBS Securities Inc./Union Bank $ 54,230 10.56%
of Switzerland, New York Branch
299 Park Avenue
New York, NY 10171-0026
6.25% Class B Asset Chase Manhattan Bank $ 24,187 100.00%
Backed Certificates 4 New York Plaza
Series 1996-A Proxy Department, 13th Floor
New York, NY 10004
</TABLE>
Page 5
<PAGE>
Item 13. Certain Relationships and Related Transactions
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None.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
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(b) Reports on Form 8-K.
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(i) Reports on Form 8-K pursuant to Item 5 thereof,
containing the monthly statements and other
information reflecting the Trust's activities:
Dated: For the monthly periods ended:
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February 18, 1997 January 31, 1997
March 17, 1997 February 28, 1997
April 15, 1997 March 31, 1997
May 15, 1997 April 30, 1997
June 16, 1997 May 31, 1997
July 15, 1997 June 30, 1997
August 15, 1997 July 31, 1997
September 15, 1997 August 31, 1997
October 15, 1997 September 30, 1997
November 17, 1997 October 31, 1997
December 16, 1997 November 30, 1997
January 15, 1998 December 31, 1997
(c) Exhibits. The following documents are filed as part of this
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Annual Report on Form 10-K.
99.1 Annual Servicer's Certificate
99.2 Annual Statement
99.3 Independent Accountants' Report of Coopers &
Lybrand L.L.P. on Management's Assertions
Page 6
<PAGE>
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 24, 1998
Banc One Auto Grantor Trust 1996-A
By: Bank One, Texas, N.A., as Servicer, on
behalf of the Trust
By: /s/ Jeff Stewart
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Name: Jeff Stewart
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 7
<PAGE>
INDEX OF EXHIBITS
Exhibit Description Page
- ------- ----------- ----
99.1 Annual Servicer's Certificate 9
99.2 Annual Statement 10
99.3 Independent Accountants' Report of 11 -12
Coopers & Lybrand L.L.P. on Management's
Assertions
Page 8
EXHIBIT 99.1
BANK ONE, TEXAS N.A.
Annual Officer's Certificate of the Servicer
Bank One Auto Grantor Trust 1996-A
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 March 1, 1996 (the "Agreement") between the
Servicer and The Chase Manhattan Bank, N.A., 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 January 1, 1997 to December 31, 1997 (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 all 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:
a) The Servicer did not provide to the Trustee and Rating
Agencies an Annual Independent Certified Public Accountant's
Report, known generally as the Agreed Upon Procedures Report,
for the period January 1, 1996 through December 31, 1996 as
defined in section 3.11 of the Agreement. The inability of the
Servicer to provide such report is the direct result of a
change in AICPA's Professional Standards (SAS#75) which
governs the preparation and distribution of such report. In
general, SAS#75 limits the usage of this report unless the
users take responsibility for the specific procedures to be
performed. The Servicer's inability to provide the Agreed Upon
Procedures Report was discussed with the Trustee and the
Rating Agencies.
In lieu of providing the Agreed Upon Procedures Report, the
Servicer provided to the Trustee and the Rating Agencies a
report issued by a firm of independent certified public
accountants to the effect that (i) such accountants have
examined the assertions by the Servicer's management that, as
of December 31, 1996, the Servicer maintained effective
internal controls over the servicing of the Receivables and
(ii) such assertion is fairly stated in all material respects.
Discussions with the Trustee and Rating Agencies on the matter
resulted in the acceptance of the Accountant's examination of
management's assertions as to the effectiveness of the
internal controls over the loans being serviced.
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be executed by a
duly authorized officer as of the 31st day of December 1997.
Bank One, Texas, N.A., as Servicer
By: /s/Jeff Stewart
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Jeff Stewart
Vice President & Controller
EXHIBIT 99.2
BANC ONE AUTO TRUST 1996-A
ANNUAL STATEMENT FOR FORM 10-K
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Dollars ($)
--------------------
<S> <C>
I. STATEMENT TO CERTIFICATEHOLDERS
(i) Amount of 1997 distribution allocable to principal:
(a) Class A Certificates $152,844,116.65
(b) Class B Certificates $7,201,463.30
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Total Principal $160,045,579.95
(ii) Amount of 1997 distribution allocable to interest:
(a) Class A Certificates $15,684,001.14
(b) Class B Certificates $757,145.03
---------------
Total Interest $16,441,146.17
(iii) Pool Balance as of the close of business on December 31, 1997, after each
giving effect to payments allocated to principal reported under (i) above on such date $189,734,759.24
(iv) Aggegate outstanding principal balances and pool factors for each class of
securities, after giving effect to all payments reported under clause (i)
(a) Class A Principal Balance $181,197,391.93
(b) Class A Pool Factor 0.3529773
(c) Class B Principal Balance $8,537,367.31
(d) Class B Pool Factor 0.3529773
(v) Amount of the Total Servicing Fee paid to the Servicer with respect to the year ended December 31, 1997
(a) Total Servicing Fee $2,692,290.94
(vi) Amount of Aggregate Realized Losses for the year ended December 31, 1997 $6,894,680.95
(vii) (a) Aggregate amount withdrawn from the Reserve Account and deposited in the Collection Account $109,580.66
(b) Specified Reserve Account Balance as of December 31, 1997 $17,076,128.33
(c) Aggregate Reserve Account release to seller for the year ended December 31, 1997 $12,821,946.78
(d) Balance of the Reserve Account as of December 31, 1997 $17,076,128.33
(e) 1997 Average of Charge-off Rates 3.04%
(f) 1997 Average of Delinquency Percentages 1.17%
(viii) (a) Class A Certificateholder Interest Carryover Shortfall $0.00
(b) Class A Certificateholder Principal Carryover Shortfall $0.00
(c) Class B Certificateholder Interest Carryover Shortfall $0.00
(d) Class B Certificateholder Principal Carryover Shortfall $0.00
(ix) Aggregate Purchase Amounts paid by the Seller or the Servicer with respect to the year ended $0.00
December 31, 1997
</TABLE>
(x) Delinquent Receivable
<TABLE>
<CAPTION>
Dollar Amount % # of Units
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<S> <C> <C> <C>
(a) 30-59 Days Delinquent $6,724,554 3.54% 748
(b) 60-89 Days Delinquent $1,663,008 0.88% 185
(c) 90 Days or More Delinquent $1,587,869 0.84% 156
</TABLE>
[Letterhead of Coopers & Lybrand L.L.P.]
EXHIBIT 99.3
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined the accompanying management's assertion that, as of December
31, 1997, Bank One, Texas, N.A. maintained effective internal control over the
servicing of motor vehicle retail installment sale contracts for the Banc One
Auto Grantor Trust 1996-A.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control over the loan servicing
process, testing and evaluating the design and operating effectiveness of the
internal control, and such other procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.
Because of inherent limitations in any internal control, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control over the loan servicing process to future
periods are subject to the risk that the internal control may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
In our opinion, management's assertion that Bank One, Texas, N.A. maintained
effective internal control over the servicing of motor vehicle retail
installment sale contracts for the Banc One Auto Grantor Trust 1996-A as of
December 31, 1997, is fairly stated, in all material respects, based upon
criteria established by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) as described in Internal Control--Integrated
Framework.
/s/Coopers & Lybrand L.L.P.
Columbus, Ohio
March 27, 1998
<PAGE>
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 1996-A. Bank One, Texas, N.A.
maintained effective internal control over the loan servicing for the Banc One
Auto Grantor Trust 1996-A as of December 31, 1997, based upon criteria
established by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) as described in Internal Control--Integrated Framework.
/s/Jeff Stewart /s/Paul H. Jones /s/Joseph A. Pietrangelo
- -------------------------- -------------------- ---------------------------
Jeff Stewart Paul H. Jones Joseph A. Pietrangelo
Divisional Controller National Consumer Loan Senior Vice President
Southern Region Accounting Servicing Manager National Operations Manager
