================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
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
Commission file number: 333-3457
Banc One Auto Grantor Trust 1996-B
----------------------------------------
(Issuer with respect to the Certificates)
Banc One ABS Corporation
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-1467431
---- ----------
(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,
Attn: Tom Lewis, Phoenix, Arizona 85004
-------------------------------------------------------------------
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (602) 221-3704
--------------
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 9
Page 2 of 26 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
--------
Omitted.
Item 2. Properties
----------
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, 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
-----------------
Nothing to report
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
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
-------------------------------------------------------------
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.
Page 3
<PAGE>
The records of DTC indicate that, at December 31, 1997, there
were: (i) thirty (30) 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 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
-----------------------
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------------------------------------------------
Omitted.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
---------------------------------------------------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Omitted.
Item 11. Executive Compensation
----------------------
Omitted.
Page 4
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
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 eight (8) 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 Beneficial Owners $(000's) of Class
- -------------- ------------------- -------------------- --------
<S> <C> <C> <C>
6.55% Class A Bank of New York (The) $35,530 12.11%
Asset Backed 925 Patterson Plank Road
Certificates Secaucus, NJ 07094
Series 1996-B
Bankers Trust Company $14,770 5.03%
c/o BT Services Tennessee Inc.
648 Grassmere Park Road.
Nashville, TN 37211
Boston Safe Deposit and Trust Company $19,380 6.60%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $105,605 35.99%
4 New York Plaza
Proxy Department, 13th Floor
New York, NY 10004
SSB - Bank Portfolio $41,270 14.06%
225 Franklin Street
Boston, MA 02110
</TABLE>
Page 5
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Ownership Percent
Title of Beneficial Owners $(000's) of Class
- -------------- ------------------- -------------------- --------
<S> <C> <C> <C>
SSB - Custodian $20,045 6.83%
Global Corp. Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
UBS Securities Inc./Union Bank $20,670 7.04%
of Switzerland, New York Branch
299 Park Avenue
New York, NY 10171-0026
6.70% Class B Chase Manhattan Bank $12,228 100.00%
Asset Backed 4 New York Plaza
Certificates Proxy Department, 13th Floor
Series 1996-B New York, NY 10004
</TABLE>
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
None.
Page 6
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(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:
------ ------------------------------
February 17, 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 15, 1997 November 30, 1997
January 15, 1998 December 31, 1997
(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
Page 7
<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-B
By: Bank One, Arizona, N.A., as Servicer,
on behalf of the Trust
By: /s/ Tom Lewis
----------------------
Name: Tom Lewis
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 8
<PAGE>
INDEX OF EXHIBITS
Exhibit Description Page
- ------- ----------- ----
99.1 Annual Servicer's Certificate 10 - 23
99.2 Annual Statement 24
99.3 Independent Accountants' Report of 25 - 26
Coopers & Lybrand L.L.P. on Management's
Assertions
Page 9
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"), pursuant to Section 3.10(a) of 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.
2) Capitalized terms used in this Certificate have their respective meanings as
set forth in the Agreement.
3) A review of the activities of the Servicer during the period from January 1,
1997 to December 31, 1997 (the "Applicable Period") and of its performance
under the Agreement has been made by me or under my supervision.
4) Based on such review, the Servicer has, to the best of my knowledge,
fulfilled all its obligations under the Agreement throughout the Applicable
period and no default in the fulfillment of such obligations has occurred
or is continuing except as set forth in paragraph 5 below.
5) The following is a description of each default in the performance of the
Servicer's obligations under the provisions of the Agreement known to me to
have been made by the Servicer during the year ended December 31, 1997.
a) Errors were discovered in each of the Distribution Date Statements
with respect to calculations, payments and reporting required
to be made by the Servicer pursuant to the Agreement. The
errors were found beginning with the Distribution Date
Statement reflecting the Trust's activities for the Collection
Period from June 1, 1996 through June 30, 1996 (Collection Period)
and continuing with each successive Distribution Date Statement
through and including the Distribution Date Statement reflecting
the Trust's activities for the July 1997 Collection Period. The
errors in each of the Distribution Date Statements affected,
among other things, the reported amount of principal and interest
collections received by the Trust during each collection period,
beginning with the June 1996 Collection Period.
In aggregate, the attached reconciliation (Exhibit A) reflects an
underpayment to Certificateholders of $1,487,397.50 in principal
and $3,633.41 in interest totaling $1,491,030.91. In addition,
there was an overpayment of interest to the Certificateholders of
approximately $25,000 from the June 1996 Collection Period through
the July 1997 Collection Period.
The Servicer deposited from its own funds, the sum of
$1,491,030.91 into the Collection Account for subsequent
distribution to the Certificateholders on the September 1997
Distribution Date. The Servicer waived all rights and claims with
respect to the interest which the Servicer paid in excess of that
required through the July 1997 Collection Period.
The payment of the understated principal amount as noted above
cured all deficiencies due the Certificateholders from the Closing
Date through the July 1997 Collection Period.
<PAGE>
The Servicer prepared amended and restated Distribution Date
Statements for the Collection Period beginning June 1, 1996
through June 30, 1996 and continuing with each successive
Distribution Date Statement up through and including the
Distribution Date Statement reflecting the Trust's collection
activity through July 1997. The amended and restated Distribution
Date Statements were delivered to the Trustee and the Rating
Agencies (Standard and Poor's Corporation and Moody's Investors
Service) in August 1997.
b) The Servicer did not provide to the Trustee and Rating Agencies an
Annual Independent Certified Public Accountants' Report, known
generally as the Agreed Upon Procedures Report, for the period
January 1, 1996 through December 31, 1996 as defined in the
Agreement, section 3.11. 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
servicings 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 undersigned has duly executed and delivered
this Certificate as of the 31st day of December 1997.
BANK ONE, ARIZONA, N.A., as Servicer
By: /s/ Tom Lewis
-----------------
Name: Tom Lewis
Title: Vice President
<PAGE>
Exhibit A
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
09/16/96 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $266,038,310.56 $266,154,699.27 $116,388.71 906.5604 906.9570 0.3966
Interest Distribution: $1,452,125.78 $1,452,761.07 $635.29 4.9483 4.9505 0.0022
Ending Principal: $253,240,531.39 $253,371,564.28 $131,032.89 862.9503 863.3968 0.4465
Class B Cusip #058904AD5
Beginning Principal: $11,085,176.75 $11,090,026.96 $4,850.21 906.5604 906.9570 0.3967
Interest Distribution: $61,892.24 $61,919.32 $27.08 5.0616 5.0638 0.0022
Ending Principal: $10,551,924.04 $10,557,384.46 $5,460.42 862.9503 863.3968 0.4465
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
10/15/96 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $253,240,531.39 $253,371,564.28 $131,032.89 862.9503 863.3968 0.4465
Interest Distribution: $1,382,271.23 $1,382,986.46 $715.23 4.7103 4.7127 0.0024
Ending Principal: $241,499,007.73 $241,630,530.48 $131,522.75 822.9395 823.3877 0.4482
Class B Cusip #058904AD5
Beginning Principal: $10,551,924.04 $10,557,384.46 $5,460.42 862.9503 863.3969 0.4466
Interest Distribution: $58,914.91 $58,945.40 $30.49 4.8181 4.8206 0.0025
Ending Principal: $10,062,682.98 $10,068,163.81 $5,480.83 822.9394 823.3877 0.4481
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
11/15/96 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $241,499,007.73 $241,630,530.48 $131,522.75 822.9395 823.3877 0.4482
Interest Distribution: $1,318,182.08 $1,318,899.98 $717.90 4.4919 4.4943 0.0024
Ending Principal: $228,607,918.97 $228,750,063.39 $142,144.42 779.0114 779.4958 0.4844
Class B Cusip #058904AD5
Beginning Principal: $10,062,682.98 $10,068,163.81 $5,480.83 822.9395 823.3877 0.4482
Interest Distribution: $56,183.31 $56,213.91 $30.60 4.5947 4.5972 0.0025
Ending Principal: $9,525,542.30 $9,531,465.71 $5,923.41 779.0114 779.4958 0.4843
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
12/15/96 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $228,607,918.97 $228,750,063.39 $142,144.42 779.0114 779.4958 0.4844
Interest Distribution: $1,247,818.22 $1,248,594.10 $775.88 4.2521 4.2547 0.0026
Principal Distribution: $10,745,727.41 $10,824,119.71 $78,392.30 36.6175 36.8846 0.2671
Ending Principal: $217,862,191.56 $217,925,943.68 $63,752.12 742.3940 742.6112 0.2172
Class B Cusip #058904AD5
Beginning Principal: $9,525,542.30 $9,531,465.71 $5,923.41 779.0114 779.4958 0.4844
Interest Distribution: $53,184.28 $53,217.35 $33.07 4.3495 4.3522 0.0027
Principal Distribution: $447,748.63 $451,015.05 $3,266.42 36.6175 36.8846 0.2671
Ending Principal: $9,077,793.67 $9,080,450.66 $2,656.99 742.3940 742.6112 0.2172
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
01/15/97 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $217,862,191.56 $217,925,943.68 $63,752.12 742.3940 742.6112 0.2172
Interest Distribution: $1,189,164.46 $1,189,512.44 $347.98 4.0522 4.0534 0.0012
Principal Distribution: $10,236,893.55 $10,247,042.33 $10,148.78 34.8836 34.9181 0.0346
Ending Principal: $207,625,298.01 $207,678,901.35 $53,603.34 707.5104 707.6931 0.1827
Class B Cusip #058904AD5
Beginning Principal: $9,077,793.67 $9,080,450.66 $2,656.99 742.3940 742.6113 0.2173
Interest Distribution: $50,684.35 $50,699.18 $14.83 4.1450 4.1462 0.0012
Principal Distribution: $426,546.74 $426,969.62 $422.88 34.8836 34.9181 0.0346
Ending Principal: $8,651,246.93 $8,653,481.04 $2,234.11 707.5104 707.6931 0.1826
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
02/17/97 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $207,625,298.01 $207,678,901.35 $53,603.34 707.5104 707.6931 0.1827
Interest Distribution: $1,133,288.08 $1,133,580.67 $292.59 3.8618 3.8628 0.0010
Principal Distribution: $9,994,861.40 $10,304,451.00 $309,589.60 34.0588 35.1138 1.0550
Ending Principal: $197,630,436.61 $197,374,450.35 ($255,986.26) 673.4516 672.5793 -0.8723
Class B Cusip #058904AD5
Beginning Principal: $8,651,246.93 $8,653,481.04 $2,234.11 707.5104 707.6931 0.1827
Interest Distribution: $48,302.80 $48,315.27 $12.47 3.9503 3.9513 0.0010
Principal Distribution: $416,461.84 $429,361.70 $12,899.86 34.0588 35.1138 1.0550
Ending Principal: $8,234,785.09 $8,224,119.34 ($10,665.75) 673.4516 672.5793 -0.8724
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original s Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
03/17/97 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $197,630,436.61 $197,374,450.35 ($255,986.26) 673.4516 672.5793 -0.8723
Principal Distribution: $9,294,701.30 $9,525,054.08 $230,352.78 31.6729 32.4579 0.7850
Ending Principal: $188,335,735.31 $187,849,396.27 ($486,339.04) 641.7787 640.1214 -1.6573
Class B Cusip #058904AD5
Beginning Principal: $8,234,785.09 $8,224,119.34 ($10,665.75) 673.4516 672.5793 -0.8723
Principal Distribution: $387,287.86 $396,886.10 $9,598.24 31.6729 32.4579 0.7850
Ending Principal: $7,847,497.23 $7,827,233.24 ($20,263.99) 641.7787 640.1214 -1.6573
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
04/15/97 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $188,335,735.31 $187,849,396.27 ($486,339.04) 641.7787 640.1214 -1.6573
Principal Distribution: $10,113,132.59 $10,433,897.73 $320,765.14 34.4618 35.5549 1.0930
Ending Principal: $178,222,602.72 $177,415,498.54 ($807,104.18) 607.3169 604.5666 -2.7503
Class B Cusip #058904AD5
Beginning Principal: $7,847,497.23 $7,827,233.24 ($20,263.99) 641.7787 640.1215 -1.6572
Principal Distribution: $421,389.92 $434,755.43 $13,365.51 34.4618 35.5549 1.0930
Ending Principal: $7,426,107.31 $7,392,477.81 ($33,629.50) 607.3169 604.5666 -2.7504
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
05/15/97 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $178,222,602.72 $177,415,498.54 ($807,104.18) 607.3169 604.5666 -2.7503
Principal Distribution: $9,580,777.19 $9,840,874.84 $260,097.65 32.6478 33.5341 0.8863
Ending Principal: $168,641,825.53 $167,574,623.70 ($1,067,201.83) 574.6691 571.0325 -3.6366
Class B Cusip #058904AD5
Beginning Principal: $7,426,107.31 $7,392,477.81 ($33,629.50) 607.3169 604.5666 -2.7503
Principal Distribution: $399,207.95 $410,045.60 $10,837.65 32.6478 33.5341 0.8863
Ending Principal: $7,026,899.36 $6,982,432.21 ($44,467.15) 574.6691 571.0325 -3.6367
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
06/16/97 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $168,641,825.53 $167,574,623.70 ($1,067,201.83) 574.6691 571.0325 -3.6366
Principal Distribution: $8,735,811.20 $8,923,027.17 $187,215.97 29.7684 30.4064 0.6380
Ending Principal: $159,906,014.33 $158,651,596.53 ($1,254,417.80) 544.9007 540.6261 -4.2746
Class B Cusip #058904AD5
Beginning Principal: $7,026,899.36 $6,982,432.21 ($44,467.15) 574.6691 571.0325 -3.6366
Principal Distribution: $364,000.25 $371,801.09 $7,800.84 29.7684 30.4064 0.6380
Ending Principal: $6,662,899.11 $6,610,631.12 ($52,267.99) 544.9007 540.6261 -4.2746
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
07/15/97 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $159,906,014.33 $158,651,596.53 ($1,254,417.80) 544.9007 540.6261 -4.2746
Ending Principal: $150,613,091.67 $149,370,946.81 ($1,242,144.86) 513.2338 509.0011 -4.2328
Class B Cusip #058904AD5
Beginning Principal: $6,662,899.11 $6,610,631.12 ($52,267.99) 544.9007 540.6261 -4.2745
Ending Principal: $6,275,685.36 $6,223,928.76 ($51,756.60) 513.2338 509.0011 -4.2328
</TABLE>
<PAGE>
Banc One Auto Grantor Trust 1996-B
Reconciliation between revised
and original investor reports
<TABLE>
<CAPTION>
Original Revised Variance Original Revised Variance
Distribution -------- ------- -------- -------- ------- --------
Date
08/15/97 Per $1,000 Per $1,000 Per $1,000
of of of
Original Original Original
Principal Principal Principal
Dollars Dollars Dollars Balance Balance Balance
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Class A Cusip #058904AC7
Beginning Principal: $150,613,091.67 $149,370,946.81 ($1,242,144.86) 513.2338 509.0011 -4.2328
Principal Distribution: $8,401,167.53 $8,432,505.62 $31,338.09 28.6281 28.7349 0.1068
Ending Principal: $142,211,924.14 $140,938,441.19 ($1,273,482.95) 484.6058 480.2662 -4.3396
Class B Cusip #058904AD5
Beginning Principal: $6,275,685.36 $6,223,928.76 ($51,756.60) 513.2338 509.0011 -4.2327
Principal Distribution: $350,056.45 $351,362.24 $1,305.79 28.6281 28.7349 0.1068
Ending Principal: $5,925,628.91 $5,872,566.52 ($53,062.39) 484.6058 480.2662 -4.3396
</TABLE>
Exhibit 99.2
Banc One Auto Grantor Trust 1996-B
Annual Statement for Form 10-K
December 31, 1997
<TABLE>
<CAPTION>
Dollars
-------
<S> <C>
I. Amount of 1997 distributions allocable to principal:
(i) Class A Certificateholders $102,495,504.09
(ii) Class B Certificateholders $4,270,741.24
II. Amount of 1997 distributions allocable to interest:
(i) Class A Certificateholders $10,230,756.34
(ii) Class B Certificateholders $436,053.47
III. Pool Balance as of the close of business on December 31, 1997, after $109,566,137.06
giving effect to payments allocated to principal reported under (I)
above
IV. Aggregate outstanding principal balances and pool factors for each class
of securities, as of December 31, 1997, after giving effect to all
payments reported under clause (I) above on such date:
(a) Class A Certificateholders $105,183,397.26
(b) Class A Pool Factor 0.3584262
(c) Class B Certificateholders $4,382,739.80
(d) Class B Pool Factor 0.3584262
V. Amount of the Total Servicing Fee paid to the Servicer with respect to
the year ended December 31, 1997
(i) Total Servicing Fee $1,627,030.15
VI. Amount of the aggregate Realized Losses, if any, for the year ended December 31, 1997 $4,684,598.89
VII. (a) Aggregate amount withdrawn from the Reserve Account and deposited in
the Collection Account $0.00
(b) Specified Reserve Account balance as of December 31, 1997 $3,560,899.45
(c) Aggregate Reserve Account release to seller for the year ended December 31, 1997 $9,600,742.77
(d) Balance of the Reserve Account as of December 31, 1997 $3,560,899.45
(e) 1997 Average Charge-off Rates 1.10%
(f) 1997 Average of Delinquency Percentages 0.74%
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
respect to the year ended December 31, 1997 $0.00
X. Delinquent Receivables as of December 31, 1997
Dollar Amount % # Units
------------- - -------
(a) 30-59 Days Delinquent $4,646,820 4.24% 626
(b) 60-89 Days Delinquent $951,339 0.87% 149
(c) 90 Days or More Delinquent $521,594 0.48% 71
</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, 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, 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, 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, 1997, 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 /s/ Paul H. Jones /s/ Joseph A. Pietrangelo
- -------------------- ---------------------- ---------------------------
Thomas Lewis Paul H. Jones Joseph A. Pietrangelo
Vice President National Consumer Loan Senior Vice President
Servicing Manager National Operations Manager
