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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, 1998
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
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(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.)
201 North Central Avenue, 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 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.
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<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-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, 1998 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 1998.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder 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, 1998, there were:
(i) seventeen (17) DTC Participants holding a position in the 6.55%
Class A Asset Backed Certificates, Series 1996-B; and (ii) two (2)
DTC Participants 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.
2
<PAGE>
Item 6. Selected Financial Data
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Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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BANK ONE CORPORATION ("BANK ONE"), the parent corporation of Bank One,
Arizona, N.A. (the "Bank"), continues to execute project plans
established by its predecessor companies to assure Year 2000 readiness.
Project costs are estimated to reach $350 million over the life of the
project. Year 2000 costs incurred through year-end 1998 were
approximately $235 million.
The inventory and assessment phase has been completed for all
information and non-information technology. At December 31, 1998, 87%
of BANK ONE's affected information technology applications were tested
and returned to production. BANK ONE expects that all information
technology applications, systems and equipment will be Year 2000
compliant by mid-1999. Ongoing facilities and equipment improvements
are expected to result in Year 2000 readiness for non-information
systems technology by mid-1999.
Year 2000 readiness is highly dependent on external entities and is not
limited to operating risk. BANK ONE is working extensively with
external entities to ensure that their systems will be Year 2000
compliant; however, BANK ONE bears risk and could be adversely affected
if outside parties, such as customers, vendors, utilities and
government agencies, do not appropriately address Year 2000 readiness
issues. In addition, BANK ONE may have increased credit risk related to
customers whose ability to repay debt is impaired due to Year 2000
readiness costs or risk or whose collateral becomes impaired due to
lack of Year 2000 readiness.
Detailed contingency plans exist for critical business system
applications to mitigate potential problems or delays associated with
systems replacements or vendor delivery dates. Critical business
processes have been identified, and the most reasonable recovery
strategies have been selected. Contingency plans have been documented
and validated for effectiveness. BANK ONE will continue to review and
validate the scope and content of its contingency plans throughout
1999.
3
<PAGE>
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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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
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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.
4
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
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At December 31, 1998, the Certificates were registered in the name of
Cede & Co., as nominee of DTC. The records of DTC indicate that, at
December 31, 1998, 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 of
Title of Class Beneficial Owners $(000's) Class
- ----------------- ------------------------------- --------------------- -------------
<S> <C> <C> <C>
6.55% Class A Asset Bank of New York (The) $31,100 10.60%
Backed Certificates 925 Patterson Plank Road
Series 1996-B Secaucus, NJ 07094
Boston Safe Deposit and Trust Company $19,710 6.72%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $39,330 13.40%
4 New York Plaza, 13th Floor
New York, NY 10004
Keybank National Association $24,275 8.27%
4900 Tiedeman Road
Brooklyn, OH 44144
State Street Bank & Trust Company $50,159 17.09%
Global Corp. Action Dept. JAB5W
P.O. Box 1631
Boston, MA 02105-1631
SSB-Bank Portfolio $107,495 36.63%
225 Franklin Street
Boston, MA 02110
$6,227 50.93%
6.70% Class B Asset Chase Manhattan Bank
Backed Certificates 4 New York Plaza, 13th Floor
Series 1996-B New York, NY 10004
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C> <C>
Citibank, N.A. $6,000 49.07%
P.O. Box 30576
Tampa, FL 33630-3576
</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, containing the monthly statements and other
information reflecting the Trust's activities:
Dated: Items Reported:
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February 17, 1998 5 and 7
March 16, 1998 5 and 7
April 15, 1998 5 and 7
May 15, 1998 5 and 7
June 15, 1998 5 and 7
July 15, 1998 5 and 7
August 17, 1998 5 and 7
September 15, 1998 5 and 7
October 2, 1998 4 and 7
October 15, 1998 5 and 7
November 16, 1998 5 and 7
December 15, 1998 5 and 7
January 15, 1999 5 and 7
(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 Arthur Andersen LLP on
Management's Assertions
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<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 25, 1999
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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Name: Tracie H. Klein
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.
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<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
Arthur Andersen LLP on Management's
Assertions
8
Exhibit 99.1
ANNUAL SERVICER'S CERTIFICATE
BANK ONE, ARIZONA, N.A.
BANC 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,
1998 to December 31, 1998 (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, 1998: NONE.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate as of the 31st day of December 1998.
BANK ONE, ARIZONA, N.A., as Servicer
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
Exhibit 99.2
Banc One Auto Grantor Trust 1996-B
Annual Statement 12/31/98
<TABLE>
<CAPTION>
Dollars
-------
<S> <C>
I. Amount of 1998 distributions allocable to principal:
(i) Class A Certificateholders $58,336,291.16
(ii) Class B Certificateholders $2,430,732.98
II. Amount of 1998 distributions allocable to interest:
(i) Class A Certificateholders $4,917,460.10
(ii) Class B Certificateholders $209,591.11
III. Pool Balance as of the close of business on December 31, 1998, after
giving effect to payments allocated to principal reported under (I) above $48,799,112.92
IV. Aggregate outstanding principal balances and pool factors for each class
of securities, as of December 31, 1998, after giving effect to all
payments reported under clause (I) above on such date:
(a) Class A Certificateholders $46,847,106.10
(b) Class A Pool Factor 0.1596377
(c) Class B Certificateholders $1,952,006.82
(d) Class B Pool Factor 0.1596377
V. Amount of the Total Servicing Fee paid to the Servicer with respect to
the year ended December 31, 1998
(i) Total Servicing Fee $782,039.50
VI. Amount of the aggregate Realized Losses, if any, for the year ended December 31, 1998 $786,381.85
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, 1998 $3,056,867.31
(c) Aggregate Reserve Account release to seller for the year ended December 31, 1998 $3,178,584.48
(d) Balance of the Reserve Account as of December 31, 1998 $3,056,867.31
(e) 1998 Average Charge-off Rates 0.90%
(f) 1998 Average of Delinquency Percentages 1.37%
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, 1998 $0.00
X. Delinquent Receivables as of December 31, 1998
<CAPTION>
Dollar Amount % # Units
------------- ----- -------
<S> <C> <C> <C> <C>
(a) 30-59 Days Delinquent 2,841,385 5.82% 509
(b) 60-89 Days Delinquent 676,379 1.39% 124
(c) 90 Days or More Delinquent 330,855 0.68% 66
</TABLE>
Exhibit 99.3
[Letterhead of Arthur Andersen LLP Appears Here]
REPORT OF INDEPENDENT ACCOUNTANTS
To BANK ONE CORPORATION:
We have examined the accompanying management's assertion about Bank One,
Arizona, N.A.'s (the "Servicer'), compliance with the covenants and conditions
of the Banc One Auto Grantor Trust 1996-B Pooling and Servicing Agreement dated
as of June 1, 1996 (the "Agreement") between the Servicer and The Bankers Trust
Company (as Trustee for the various Certificateholders and Enhancement
Providers) during the twelve months ended December 31, 1998. Management is
responsible for the Servicer's compliance with the Agreement. Our responsibility
is to express an opinion on management's assertion about the Servicer's
compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Servicer's compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. We believe that our examination provides a reasonable
basis for our opinion.
In our opinion, management's assertion that the Servicer complied with the
covenants and conditions of the Agreement for the twelve months ended December
31, 1998 is fairly stated, in all material respects.
/s/ Arthur Andersen LLP
Chicago, Illinois
March 23, 1999
<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. As of and for the year
ended December 31, 1998, Bank One, Arizona, N.A. had complied, in all material
respects, with the Banc One Auto Grantor Trust 1996-B Pooling and Servicing
Agreement.
/s/ Mark Gresenz /s/ Tracie H. Klein
- ------------------------------ ---------------------------------
Mark Gresenz Tracie H. Klein
Chief Financial Officer Vice President
Banc One Credit Company Bank One, Arizona, N.A.
(Subsidiary of BANK ONE
CORPORATION)
