================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-K/A
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
-----------------------------------------
(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.)
c/o Bank One, Texas, N.A., as Servicer, 1717 Main Street,
Dallas, Texas 75201
---------------------------------------------------------
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (214) 290-7437
--------------
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
--- ---
================================================================================
<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 3
Page 2 of 5 Pages.
Page 2
<PAGE>
This Amendment No. 1 on Form 10-K/A is being filed solely for the
purpose of filing a corrected Exhibit 99.1 which shall replace Exhibit 99.1 as
originally filed with this Form 10-K.
Item 14 (c) of Form 10-K is hereby amended in its entirety to read as
follows:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(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 Coopers & Lybrand L.L.P.
on Management's Assertions*
---------------------
* Previously filed.
Page 3
<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 18, 1999
Banc One Auto Grantor Trust 1996-A
By: Bank One, Texas, N.A., as Servicer, on
behalf of the Trust
By: /s/ Tracie Klein
--------------------------------------
Name: Tracie H. Klein
Title: Vice President
Page 4
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 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.
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
-----------------------------
Jeff Stewart
Vice President & Controller
