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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 2, 1998
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BANC ONE AUTO GRANTOR TRUST 1996-B
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(Issuer with respect to the Certificates)
BANC ONE ABS CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO
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(State or other jurisdiction of organization)
333-3457 31-1467431
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(Commission File Number) (IRS Employer Identification Number)
201 NORTH CENTRAL AVENUE, PHOENIX, ARIZONA 85004
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(Address of principal executive offices) (Zip Code)
(602) 221-3704
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Registrant's telephone number, including area code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 2, 1998, the parent corporation for Bank One, Arizona, N.A.
(the "Bank"), Banc One Corporation ("BANC ONE") was merged (the "Merger") with
First Chicago NBD Corporation ("FCNBD") and the surviving entity is BANK ONE
CORPORATION ("BANK ONE"). In connection with such merger, the Bank in its
capacity as servicer of the Banc One Auto Grantor Trust 1996-B (the "Trust"),
changed the independent accountants for the Trust from Coopers & Lybrand L.L.P.,
now PricewaterhouseCoopers LLP ("PwC") to Arthur Anderson LLP ("AA"),
historically engaged by FCNBD. BANK ONE has selected AA as the certifying
accountant for the merged entity. Selection of AA as the certifying accountant
was recommended to the Banc One Audit Committee on July 20, 1998. The Banc One
Audit Committee approved the selection and so reported to the Banc One Board of
Directors on July 21, 1998. The sole reason for the change of the independent
accountants for the Trust was to align the independent accountants of the Trust
with those of BANK ONE.
The Trust does not have financial statements and the reports of
independent accountants for the Trust are limited to (i) comparing the
mathematical calculations of certain amounts set forth in the Distribution Date
Statements with the Servicer's computer reports that were the source of such
amounts, and (ii) examining the assertion of the Servicer that it has maintained
effective internal control over the servicing of accounts under the Master
Pooling and Servicing Agreement for the Trust, in accordance with standards
established by the American Institute of Certified Public Accountants.
Therefore, the standards enumerated in Item 304 of Regulation S-K under the
Securities and Exchange Act of 1934 ("Item 304"), which apply to audits of
financial statements, are not applicable to the services performed for the Trust
by independent accountants. Nonetheless, the reports of PwC with respect to the
Trust for the two fiscal years ended December 31 prior to their replacement did
not state that either (x) the amounts referred to in clause (i) above were not
in agreement, except for such exceptions as PwC believed to be immaterial or (y)
the assertion of the Servicer in clause (ii) above was not fairly stated, in all
material respects, and there were no disagreements (as defined in the
instructions to Item 304 of Regulation S-K) between PwC and the Bank, in its
capacity as servicer to the Trust, in connection with such reports and there
have been no such disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between PwC and the Bank, in its capacity as servicer of the
Trust, during the period from December 31, 1997 through the date of this
filing. The decision to change accountants was made in order to align the
independent accountants of the Trust with those of BANK ONE.
In the two fiscal years prior to AA's appointment and the period from
December 31, 1997 through the date of AA's appointment, the Bank, in its
capacity as servicer of the Trust, did not consult AA in any matter with respect
to the Trust.
A letter from PwC stating their agreement with the statements made
herein is filed as Exhibit 16.01 to this Form 8-K/A.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed as part of this report:
(16.01) Letter regarding Change in Certifying Accountant
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANC ONE AUTO GRANTOR TRUST 1996-B
By: Bank One, Arizona, N.A., as Servicer
on behalf of the Trust
By: /s/ Tracie H. Klein
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Tracie H. Klein
Vice President
Date: October 23, 1998
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EXHIBIT INDEX
Exhibit No. Description Page No.
16.01 Letter regarding Change in Certifying Accountant 5
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[PricewaterhouseCoopers LLP]
October 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Bank One, Arizona, N.A. in its capacity as
servicer of the Banc One Auto Grantor Trust 1996-B (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of the Form
8-K/A, as part of the Company's Form 8-K/A report for the month of October 1998.
We agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 2, 1998, the parent corporation for Bank One, Arizona, N.A.
(the "Bank"), Banc One Corporation ("BANC ONE") was merged (the "Merger") with
First Chicago NBD Corporation ("FCNBD") and the surviving entity is BANK ONE
CORPORATION ("BANK ONE"). In connection with such merger, the Bank in its
capacity as servicer of the Banc One Auto Grantor Trust 1996-B (the "Trust"),
changed the independent accountants for the Trust from Coopers & Lybrand L.L.P.,
now PricewaterhouseCoopers LLP ("PwC") to Arthur Anderson LLP ("AA"),
historically engaged by FCNBD. BANK ONE has selected AA as the certifying
accountant for the merged entity. Selection of AA as the certifying accountant
was recommended to the Banc One Audit Committee on July 20, 1998. The Banc One
Audit Committee approved the selection and so reported to the Banc One Board of
Directors on July 21, 1998. The sole reason for the change of the independent
accountants for the Trust was to align the independent accountants of the Trust
with those of BANK ONE.
The Trust does not have financial statements and the reports of
independent accountants for the Trust are limited to (i) comparing the
mathematical calculations of certain amounts set forth in the Distribution Date
Statements with the Servicer's computer reports that were the source of such
amounts, and (ii) examining the assertion of the Servicer that it has maintained
effective internal control over the servicing of accounts under the Master
Pooling and Servicing Agreement for the Trust, in accordance with standards
established by the American Institute of Certified Public Accountants.
Therefore, the standards enumerated in Item 304 of Regulation S-K under the
Securities and Exchange Act of 1934 ("Item 304"), which apply to audits of
financial statements, are not applicable to the services performed for the Trust
by independent accountants. Nonetheless, the reports of PwC with respect to the
Trust for the two fiscal years ended December 31 prior to their replacement did
not state that either (x) the amounts referred to in clause (i) above were not
in agreement, except for such exceptions as PwC believed to be immaterial or (y)
the assertion of the Servicer in clause (ii) above was not fairly stated, in all
material respects, and there were no disagreements (as defined in the
instructions to Item 304 of Regulation S-K) between PwC and the Bank, in its
capacity as servicer to the Trust, in connection with such reports and there
have been no such disagreements (as defined in the instructions to Item 304 of
Regulation S-K) between PwC and the Bank, in its capacity as servicer of the
Trust, during the period from December 31, 1997 through the date of this filing.
The decision to change accountants was made in order to align the independent
accountants of the Trust with those of BANK ONE.
In the two fiscal years prior to AA's appointment and the period from
December 31, 1997 through the date of AA's appointment, the Bank, in its
capacity as servicer of the Trust, did not consult AA in any matter with respect
to the Trust.
A letter from PwC stating their agreement with the statements made
herein is filed as Exhibit 16.01 to this Form 8-K/A.
