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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, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-3457
Banc One Auto Grantor Trust 1996-B
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(Issuer with respect to the Certificates)
Banc One ABS Corporation
(Exact name of registrant as specified in its charter)
Ohio 31-1467431
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
c/o Bank One, Arizona, N.A., as Servicer, 201 North Central Avenue,
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Attn: Tom Lewis, Phoenix, Arizona 85004
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(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (602) 221-3704
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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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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.
Exhibit Index on Page 8
Page 2 of 12 Pages.
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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
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The property of Banc One Auto Grantor Trust 1996-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, Arizona, N.A., as
Servicer (the "Servicer"), during the year ended December 31,
1996 is contained in (i) the Annual Servicer 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
1996.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
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Matters
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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.
The records of DTC indicate that, at December 31, 1996, there
were: (i) forty-one (41) DTC Participants holding a position
in the 6.55% Class A Asset Backed Certificates, Series 1996-B;
and (ii) one (1) DTC Participant holding a
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position in the 6.70% Class B Asset Backed Certificates,
Series 1996-B. 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
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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
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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
----------------------
Omitted.
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 Cede & Co., as nominee of DTC. The records of DTC
indicate that, at December 31, 1996, there were eight (8) DTC
Participants holding positions in excess of five (5) percent
of the outstanding Certificates. Such persons are described in
the table below:
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<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>
6.55% Asset Bank of New York $38,430 13.10%
Backed 925 Patterson Plank Road
Certificates, Secaucus, NJ 07094
Series 1996-B
Bankers Trust Company $15,150 5.16%
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Road.
Nashville, TN 37211
Boston Safe deposit & Trust Co. $23,590 8.04%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $59,020 20.11%
One Chase Manhattan Plaza
3B-Proxy Department
New York, NY 10081
PNC National Association $26,250 8.95%
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
SSB Custodian $54,820 18.68%
Quincy Securities Processing
A5W P.O. Box 1631
Boston, MA 02105-1631
UBS Securities Inc./Union Bank $20,670 7.04%
of Switzerland, NY Branch
299 Park Avenue
New York, NY 10171-0026
</TABLE>
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<TABLE>
<S> <C> <C> <C>
6.70% Asset Chase Manhattan Bank $12,228 100.00%
Backed One Chase Manhattan Plaza
Certificates, 3B- Proxy Department
Series 1996-B New York, NY 10081
</TABLE>
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
(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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July 15, 1996 June 30, 1996
August 15, 1996 July 31, 1996
September 16, 1996 August 31, 1996
October 15, 1996 September 30, 1996
November 15, 1996 October 31, 1996
December 16, 1996 November 30, 1996
January 15, 1997 December 31, 1996
(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
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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 5, 1997
Banc One Auto Grantor Trust 1996-B
By: Bank One, Arizona, N.A., as Servicer,
on behalf of the Trust
By: /s/ Tom Lewis
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Name: Tom Lewis
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Title: Vice President
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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.
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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
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Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
BANK ONE, ARIZONA, N.A.
BANK ONE AUTO GRANTOR TRUST 1996-B
The undersigned, a duly authorized representative of Bank One, Arizona,
N.A., as servicer (the "Servicer") under the Pooling and Servicing Agreement
dated as of June 1, 1996 (the "Agreement") between the Servicer, Banc One ABS
Corporation, as Seller, and Bankers Trust Company, as Trustee, does hereby
certify on behalf of the Servicer as follows:
1. Bank One, Arizona, N.A. is, as of the date hereof, the Servicer under
the Agreement. Capitalized terms used in this Certificate have the meanings set
forth in the Agreement.
2. A review of the activities of the Servicer during the period from the
Closing Date to December 31, 1996 (the "Applicable Period") and of its
performance under the Agreement has been made by me or under my supervision.
3. To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement throughout the Applicable
Period.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate on behalf of the Servicer this 5th day of March, 1997.
BANK ONE, ARIZONA, N.A.,
as Servicer
By: /s/ Tom Lewis
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Name: Tom Lewis
Title: Vice President
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BANC ONE AUTO TRUST 1996-B
1996 ANNUAL STATEMENT FOR FORM 10-K
DECEMBER 31, 1996
EXHIBIT 99.2
<TABLE>
<CAPTION>
STATEMENT TO CERTIFICATEHOLDERS
<S> <C>
Dollars ($)
I. Amount of 1996 distributions allocable to principal: -----------
(i) Class A Certificateholders 85,833,701.99
(ii) Class B Certificateholders 3,576,484.07
Dollars ($)
II. Amount of 1996 distributions allocable to interest: -----------
(i) Class A Certificateholders 9,079,188.05
(ii) Class B Certificateholders 386,971.49
III. Pool Balance as of the close of business on December 31, 1996, after
giving effect to payments allocated to principal reported under (I) above ($)216,276,544.94
IV. Aggregate outstanding principal balances and pool factors for each
class of securities, as of December 31, 1996, after giving effect Principal Balance ($)
to all payments reported under clause (I) above on such date: ---------------------
(a) Class A Certificateholders 207,625,298.01
(b) Class A Pool Factor 0.7075104
(c) Class B Certificateholders 8,651,246.93
(d) Class B Pool Factor 0.7075104
V. Amount of the Total Servicing Fee paid to the Servicer with respect to the Servicing Fee ($)
year ended December 31, 1996 ----------------
(i) Total Servicing Fee 1,545,788.09
VI. Amount of the aggregate Realized Losses, if any, for the year ended December 31, 1996 ($)2,733,986.77
VII. (a) Aggregate amount withdrawn from the Reserve Account and deposited in
the Collection Account ($)2,733,986.77
(b) Specified Reserve Account balance as of December 31, 1996 ($)7,028,987.71
(c) Aggregate Reserve Account release to seller for the year ended December 31, 1996 ($)3,357,763.13
(d) Balance of the Reserve Account as of December 31, 1996 ($)7,028,987.71
(e) 1996 Average of Charge-off Rates 1.11%
(f) 1996 Average of Delinquency Percentages 0.34%
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 221,153.25
respect to the year ended December 31, 1996
X. Delinquent Receivables as of December 31, 1996 Dollar Amount % # Units
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(a) 30-59 Days Delinquent 3,983,400 1.76% 462
(b) 60-89 Days Delinquent 770,507 0.34% 87
(c) 90 Days or More Delinquent 213,635 0.09% 27
</TABLE>
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EXHIBIT 99.3
REPORT OF INDEPENDENT ACCOUNTANTS
We have examined the accompanying management's assertion that, as of December
31, 1996, Bank One, Arizona, N.A. maintained effective internal control over the
servicing of motor vehicle retail installment sale contracts for the Banc One
Auto Grantor Trust 1996-B.
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, Arizona, N.A. maintained
effective internal control over the servicing of motor vehicle retail
installment sale contracts for the Banc One Auto Grantor Trust 1996-B as of
December 31, 1996, 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.
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Columbus, Ohio
March 24, 1997
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Assertion by Bank One, Arizona, N.A.
Bank One, Arizona, N.A. services the motor vehicle retail installment sale
contracts for the Banc One Auto Grantor Trust 1996-B. Bank One, Arizona, N.A.
maintained effective internal control over the loan servicing for the Banc One
Auto Grantor Trust 1996-B as of December 31, 1996, based upon criteria
established by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) as described in Internal Control--Integrated Framework.
/s/ Tom Lewis
- -------------
Tom Lewis
Vice President
