SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the annual fiscal period ended June 30, 1996,
Commission File No. 033-97320-04
UACSC 1996-B AUTO TRUST
(Exact name of registrant as specified in its charter)
New York 35-1937340
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
UAC Securitization
Corporation
250 Shadeland Avenue, Suite 210 A
Indianapolis, Indiana 46219
(address of principal (zip code)
executive offices)
UAC Securitization Corporation
Registrant's telephone number including area code (317) 231-6466
--------------
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 1937
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
DOCUMENTS INCORPORATED BY REFERENCE: None
2
<PAGE>
PART I
Item 1. Business.
The sole and only "business" of the Trust is the collection and
distribution of payments on the automobile and light truck receivables, in the
manner described in the Registration Statement. Accordingly, there is no
relevant information to report in response to Item 101 of Regulation S-K.
Item 2. Properties.
The Trust does not have any physical properties. Accordingly, this item
is inapplicable.
Item 3. Legal Proceedings.
There are no material pending legal proceedings involving either the Trust,
or, with respect to any Certificates or any other trust property, involving the
Trustee or the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No Votes or consents of Certificateholders are solicited during the
preceding fiscal year for any purpose.
3.
<PAGE>
PART II
Item 5. Market Price or and Dividends on the Registrant's Equity and Related
Stockholder Matters.
There is no established public trading market for the Certificates.
As of June 30, 1996, there were fifty-six (56) registered
Certificateholders. The Trust pays no dividends. See Exhibit 99-1 and 99-2 for
information with respect to distributions to Certificateholders.
Item 6. Selected Financial Data.
No financial data is required of UAC Securitization Corporation, as
Registrant (Registration Statement No. 033-97320-04 on form S-3), inasmuch as
the Registration Statement was filed for and on behalf of UACSC Auto Trusts and,
furthermore, because UAC Securitization Corporation is not a guarantor of any of
the payments due from the Trust to Certificateholders.
The regular monthly report form, which the Trustee is required to
include with each monthly distribution of Trust assets to Certificateholders,
sets forth for the prior calendar month, as well as cumulatively, all of the
relevant financial information required by the applicable pooling and servicing
agreement to be reportable to Certificateholders.
UACSC 1996-B Auto Trust Monthly Servicer's Certificate Report for the
months ending May 31, 1996, and June 30, 1996, is incorporated herein by
reference and attached hereto as an Exhibit (Exhibit No. 99-1) "additional
exhibits".
4.
<PAGE>
A Consolidated Monthly Servicer's Certificate Report, for the period
May 31, 1996, through June 30, 1996, is likewise incorporated herein by
reference and is attached hereto as Exhibit 99-2.
The foregoing presents all relevant financial information relating to
the Trust. Because of the limited business activity of the Trust, the Selected
Financial Data specified in Item 301 of Regulation S-K would not provide
meaningful additional information.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Because of the limited business activity of the Trust, the presentation
of Management's Discussion and Analysis of Financial Condition and Results of
Operations, as otherwise required by Item 303 of Regulation S-K, would not be
meaningful. All relevant information is contained in the monthly statements and
consolidated summary annual statement.
Item 8. Financial Statements and Supplementary Data.
As discussed above, furnishing the traditional financial information
required by Item 8 of Form 10-K would not add relevant information to that
provided by the foregoing statements.
Item 9. Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
5.
<PAGE>
PART III
Item 10. Directors and Executive Officers.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of June 30, 1996, there were a total of fifty-six (56) Registered
Certificateholders, all of whom maintained their security positions with the
Depository Trust Company. While some of these Certificateholders' security
positions in the Trust exceeded 5% of the outstanding Certificate Balance; such
securities do not constitute voting securities within the meaning of Item 403 of
Regulation S-K.
Item 13. Certain Relationships and Related Transactions.
Union Acceptance Corporation and UAC Securitization Corporation receive
payments from the Trust in accordance with the terms of the applicable pooling
and servicing agreement.
6.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on For 8-K.
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
Incorporated herein and attached hereto as Exhibit 99-1 is a copy of of
the Monthly Servicer's Certificate Reports to the Trust, for the months of May
31, 1996, and June 30, 1996; as Exhibit 99-2 the Consolidated Monthly Servicer's
Certificate Report for the period May 31, 1996, through June 30, 1996.
7.
<PAGE>
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, for and on behalf of UACSC
1996-B Auto Trust.
UASC 1996-B Auto Trust
By: UAC Securitization Corporation,
Depositor
Date: September 27 , 1996 By: s/John Stainbrook
-------------------------------
John Stainbrook
President
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed
below by the following persons on behalf of the
Registrant and in the capacities and on the dates
indicated.
By: UAC Securitization Corporation,
Depositor
September 27 , 1996 By: s/John Stainbrook
---------------------------
John Stainbrook
President / Director
September 27 , 1996 By: s/Cindy Whitaker
---------------------------
Cindy Whitaker
Director
September 27 , 1996 By: s/Rick Brown
---------------------------
Rick Brown,Treasurer(Chief
Financial and Accounting
Officer)
September 27 , 1996 By: s/Jerry Von Deylen
---------------------------
Jerry Von Deylen, Director
September , 1996 By:
---------------------------
Amanda Foster, Director
September , 1996 By:
---------------------------
Thomas Kelleher, Director
8.
<PAGE>
EXHIBIT INDEX
No. Description
4 Pooling and Servicing Agreement Respecting UACSC 1996-B Auto Trust*
UACSC 1996-B Auto Trust Monthly
Servicer's Certificate Reports:
99-1(a) Month Ended May 31, 1996
99-1(b) Month Ended June 30, 1996
UACSC 1996-B Auto Trust
Consolidated Monthly Servicer's
Certificate Report Period
99-2 05/31/96 Through 06/30/96
*Incorporated by Reference to Exhibit 4 to Form 8-K filed May 23, 1996.
9.
UACSC 96-B
UNION ACCEPTANCE CORPORATION
(Servicer)
MONTH ENDING 5/31/96
PRINCIPAL BALANCE RECONCILIATION D O L L A R S NUMBERS
ORIGINAL PRINCIPAL BALANCE $ 245,101,821.24 17,729
BEGINNING PERIOD PRINCIPAL BALANCE $ 245,101,821.24 17,729
COLLECTIONS (REGULAR PAYMENTS) 2,643,378.99 --
COLLECTIONS (PRINCIPAL - PAYOFFS) $ 6,426,903.96 476
WITHDRAWAL FROM PAYAHEAD (PRINCIPAL) 0.00 --
GROSS CHARGE OFFS $ 13,855.53 6
REPURCHASES $ 22,381.05 2
ENDING BALANCE $ 235,995,301.71 17,245
CERTIFICATE FACTOR 0.9628460
PASS THROUGH RATE 6.450%
<TABLE>
<CAPTION>
CASH FLOW RECONCILIATION
<S> <C>
PRINCIPAL WIRED 9,103,593.18
INTEREST WIRED 830,469.64
WITHDRAWAL FROM PAYAHEAD ACCOUNT $ 0.00
REPURCHASES 22,760.73
GROSS CHARGE OFF RECOVERIES 0.00
GROSS INTEREST ADVANCES 14,762.83
CIA INTEREST EARNED 11,165.49
SPREAD ACCOUNT WITHDRAWAL 0.00
"A" SURETY BOND DRAW FOR "I" INTEREST 0.00
"A" SURETY BOND DRAW FOR "A" PRINCIPAL OR INTEREST 0.00
TOTAL 9,982,751.87
TRUSTEE DISTRIBUTION (6/10/96)
TOTAL CASH FLOW 9,982,751.87
UNRECOVERED INTEREST ADVANCES 0.00
SERVICING FEE (DUE AND UNPAID) 0.00
INTEREST TO 'A' CERTIFICATE HOLDERS 439,140.76
INTEREST TO 'I' CERTIFICATE HOLDERS 151,545.25
PRINCIPAL TO 'A' CERTIFICATE HOLDERS 9,106,519.53
SURETY BOND PREMIUM $ 30,882.77
FIRST LOSS PROTECTION FEE $ 20,588.51
INTEREST ADVANCE RECOVERIES: Payments 0.00
UNREIMBURSED DRAWS ON CLASS 'A' SURETY BOND FOR CLASS 'I' INTEREST 0.00
UNREIMBURSED DRAWS ON CLASS 'A' SURETY BOND FOR CLASS 'A' INT. OR PRI 0.00
DEPOSIT TO PAYAHEAD $ 39,141.68
CIA INTEREST TO SERVICER (6/10/96) 11,165.49
PAYAHEAD ACCOUNT INTEREST TO SERVICER (6/10/96) 0.00
EXCESS (6/10/96) 183,767.88
BALANCE (0.00)
MONTHLY SERVICING FEE AND THE SPREAD AMOUNT $ 258,463.26
SERVICING FEE (RETAINED FROM INTEREST COLLECTIONS) 68,083.84
SPREAD ACCOUNT RECONCILIATION
ORIGINAL BALANCE 0.00
BEGINNING BALANCE 0.00
TRUSTEE DISTRIBUTION OF EXCESS YIELD (5/08/96) 183,767.88
INTEREST EARNED (5/31/96) 0.00
SPREAD ACCOUNT DRAWS 0.00
REIMBURSEMENT FOR PRIOR SPREAD ACCOUNT DRAWS 0.00
DISTRIBUTION OF FUNDS TO SERVICER (6/10/96) 0.00
ENDING BALANCE 183,767.88
REQUIRED BALANCE 3,063,772.77
FIRST LOSS PROTECTION AMOUNT RECONCILIATION
ORIGINAL BALANCE 12,255,091.06
BEGINNING BALANCE 12,255,091.06
REDUCTION DUE TO SPREAD ACCOUNT (183,767.88)
REDUCTION DUE TO PRINCIPAL REDUCTION (455,325.97)
ENDING BALANCE 11,615,997.21
FIRST LOSS PROTECTION REQUIRED AMOUNT 11,615,997.21
SURETY BOND RECONCILIATION
ORIGINAL BALANCE 245,101,821.24
BEGINNING BALANCE 245,101,821.24
DRAWS 0.00
REIMBURSEMENT FOR PRIOR DRAWS 0.00
ENDING BALANCE 245,101,821.24
ADJUSTED END BAL BASED UPON REQ. BAL 236,470,303.68
REQUIRED BALANCE 236,470,303.68
PAYAHEAD RECONCILIATION
BEGINNING BALANCE 0.00
DEPOSIT 39,141.68
PAYAHEAD INTEREST 0.00
WITHDRAWAL 0.00
ENDING BALANCE 39,141.68
</TABLE>
UACSC 96-B
UNION ACCEPTANCE CORPORATION
(Servicer)
MONTH ENDING 6/30/96
PRINCIPAL BALANCE RECONCILIATION D O L L A R S NUMBERS
ORIGINAL PRINCIPAL BALANCE $245,101,821.24 17,729
BEGINNING PERIOD PRINCIPAL BALANCE $235,995,301.71 17,245
COLLECTIONS (REGULAR PAYMENTS) 2,466,249.90 --
COLLECTIONS (PRINCIPAL - PAYOFFS) $ 3,978,686.77 302
WITHDRAWAL FROM PAYAHEAD (PRINCIPAL) 5,815.86 --
GROSS CHARGE OFFS $ 20,561.64 2
REPURCHASES $ 27,776.31 3
ENDING BALANCE 229,496,211.23 16,938
CERTIFICATE FACTOR 0.9363301
PASS THROUGH RATE 6.450%
CASH FLOW RECONCILIATION
<TABLE>
<CAPTION>
<S> <C>
PRINCIPAL WIRED 6,456,272.05
INTEREST WIRED 2,242,570.03
WITHDRAWAL FROM PAYAHEAD ACCOUNT 10,318.59
REPURCHASES 27,904.49
GROSS CHARGE OFF RECOVERIES 0.00
GROSS INTEREST ADVANCES 26,115.25
CIA INTEREST EARNED 25,198.26
SPREAD ACCOUNT WITHDRAWAL 0.00
"A" SURETY BOND DRAW FOR "I" INTEREST 0.00
"A" SURETY BOND DRAW FOR "A" PRINCIPAL OR INTEREST 0.00
TOTAL 8,788,378.67
TRUSTEE DISTRIBUTION (7/10/96)
TOTAL CASH FLOW 8,788,378.67
UNRECOVERED INTEREST ADVANCES 179.50
SERVICING FEE (DUE AND UNPAID) 0.00
INTEREST TO 'A' CERTIFICATE HOLDERS 1,268,474.75
INTEREST TO 'I' CERTIFICATE HOLDERS 439,817.12
PRINCIPAL TO 'A' CERTIFICATE HOLDERS 6,499,090.48
SURETY BOND PREMIUM 30,637.73
FIRST LOSS PROTECTION FEE 17,627.03
INTEREST ADVANCE RECOVERIES: Payments 7,940.91
UNREIMBURSED DRAWS ON CLASS 'A' SURETY BOND FOR CLASS 'I' INTEREST 0.00
UNREIMBURSED DRAWS ON CLASS 'A' SURETY BOND FOR CLASS 'A' INT. OR PRI 0.00
DEPOSIT TO PAYAHEAD 13,818.85
CIA INTEREST TO SERVICER (7/10/96) 25,198.26
PAYAHEAD ACCOUNT INTEREST TO SERVICER (7/10/96) 117.55
EXCESS (7/10/96) 485,476.50
BALANCE (0.00)
MONTHLY SERVICING FEE AND THE SPREAD AMOUNT 1,377,253.92
SERVICING FEE (RETAINED FROM INTEREST COLLECTIONS) 196,662.75
SPREAD ACCOUNT RECONCILIATION
ORIGINAL BALANCE 0.00
BEGINNING BALANCE 183,767.88
TRUSTEE DISTRIBUTION OF EXCESS YIELD (7/10/96) 485,476.50
INTEREST EARNED (6/30/96) 551.80
SPREAD ACCOUNT DRAWS 0.00
REIMBURSEMENT FOR PRIOR SPREAD ACCOUNT DRAWS 0.00
DISTRIBUTION OF FUNDS TO SERVICER (7/10/96) 0.00
ENDING BALANCE 669,796.18
REQUIRED BALANCE 3,063,772.77
FIRST LOSS PROTECTION AMOUNT RECONCILIATION
ORIGINAL BALANCE 12,255,091.06
BEGINNING BALANCE 11,615,997.21
REDUCTION DUE TO SPREAD ACCOUNT (486,028.30)
REDUCTION DUE TO PRINCIPAL REDUCTION (324,954.53)
ENDING BALANCE 10,805,014.38
FIRST LOSS PROTECTION REQUIRED AMOUNT 10,805,014.38
SURETY BOND RECONCILIATION
ORIGINAL BALANCE 245,101,821.24
BEGINNING BALANCE 236,654,071.56
DRAWS 0.00
REIMBURSEMENT FOR PRIOR DRAWS 0.00
ENDING BALANCE 236,654,071.56
ADJUSTED END BAL BASED UPON REQ. BAL 230,731,369.67
REQUIRED BALANCE 230,731,369.67
PAYAHEAD RECONCILIATION
BEGINNING BALANCE 39,141.68
DEPOSIT 13,818.85
PAYAHEAD INTEREST 117.55
WITHDRAWAL 10,318.59
ENDING BALANCE 42,759.49
</TABLE>
UACSC 96-B
UNION ACCEPTANCE CORPORATION
(Servicer)
YEAR ENDING 6/30/96
PRINCIPAL BALANCE RECONCILIATION D O L L A R S NUMBERS
ORIGINAL PRINCIPAL BALANCE $245,101,821.24 17,729
BEGINNING PERIOD PRINCIPAL BALANCE $245,101,821.24 17,729
COLLECTIONS (REGULAR PAYMENTS) 5,109,628.89 --
COLLECTIONS (PRINCIPAL - PAYOFFS) $ 10,405,590.73 778
WITHDRAWAL FROM PAYAHEAD (PRINCIPAL) 5,815.86
GROSS CHARGE OFFS $ 34,417.17 8
REPURCHASES $ 50,157.36 5
ENDING BALANCE 229,496,211.23 16,938
CERTIFICATE FACTOR 0.9363301
PASS THROUGH RATE 6.450%
CASH FLOW RECONCILIATION
<TABLE>
<CAPTION>
<S> <C>
PRINCIPAL WIRED 15,559,865.23
INTEREST WIRED 3,073,039.67
WITHDRAWAL FROM PAYAHEAD ACCOUNT 10,318.59
REPURCHASES 50,665.22
GROSS CHARGE OFF RECOVERIES 0.00
GROSS INTEREST ADVANCES 40,878.08
CIA INTEREST EARNED 36,363.75
SPREAD ACCOUNT WITHDRAWAL 0.00
"A" SURETY BOND DRAW FOR "I" INTEREST 0.00
"A" SURETY BOND DRAW FOR "A" PRINCIPAL OR INTEREST 0.00
TOTAL 18,771,130.54
TRUSTEE DISTRIBUTION (7/10/96)
TOTAL CASH FLOW 18,771,130.54
UNRECOVERED INTEREST ADVANCES 179.50
SERVICING FEE (DUE AND UNPAID) 0.00
INTEREST TO 'A' CERTIFICATE HOLDERS 1,707,615.51
INTEREST TO 'I' CERTIFICATE HOLDERS 591,362.37
PRINCIPAL TO 'A' CERTIFICATE HOLDERS 15,605,610.01
SURETY BOND PREMIUM $ 61,520.50
FIRST LOSS PROTECTION FEE $ 38,215.54
INTEREST ADVANCE RECOVERIES: Payments 7,940.91
UNREIMBURSED DRAWS ON CLASS 'A' SURETY BOND FOR CLASS 'I' INTEREST 0.00
UNREIMBURSED DRAWS ON CLASS 'A' SURETY BOND FOR CLASS 'A' INT. OR PRI 0.00
DEPOSIT TO PAYAHEAD 52,960.53
CIA INTEREST TO SERVICER (7/10/96) 36,363.75
PAYAHEAD ACCOUNT INTEREST TO SERVICER (7/10/96) 117.55
EXCESS (7/10/96) 669,244.37
BALANCE 0.00
MONTHLY SERVICING FEE AND THE SPREAD AMOUNT 1,635,717.18
SERVICING FEE (RETAINED FROM INTEREST COLLECTIONS) 264,746.59
SPREAD ACCOUNT RECONCILIATION
ORIGINAL BALANCE 0.00
BEGINNING BALANCE 0.00
TRUSTEE DISTRIBUTION OF EXCESS YIELD (7/10/96) 669,244.38
INTEREST EARNED (6/30/96) 551.80
SPREAD ACCOUNT DRAWS 0.00
REIMBURSEMENT FOR PRIOR SPREAD ACCOUNT DRAWS 0.00
DISTRIBUTION OF FUNDS TO SERVICER (7/10/96) 0.00
ENDING BALANCE 669,796.18
REQUIRED BALANCE 3,063,772.77
FIRST LOSS PROTECTION AMOUNT RECONCILIATION
ORIGINAL BALANCE 12,255,091.06
BEGINNING BALANCE 12,255,091.06
REDUCTION DUE TO SPREAD ACCOUNT (669,796.18)
REDUCTION DUE TO PRINCIPAL REDUCTION (780,280.50)
ENDING BALANCE 10,805,014.38
FIRST LOSS PROTECTION REQUIRED AMOUNT 10,805,014.38
SURETY BOND RECONCILIATION
ORIGINAL BALANCE 245,101,821.24
BEGINNING BALANCE 236,654,071.56
DRAWS 0.00
REIMBURSEMENT FOR PRIOR DRAWS 0.00
ENDING BALANCE 236,654,071.56
ADJUSTED END BAL BASED UPON REQ. BAL 230,731,369.67
REQUIRED BALANCE 230,731,369.67
PAYAHEAD RECONCILIATION
BEGINNING BALANCE 0.00
DEPOSIT 52,960.53
PAYAHEAD INTEREST 117.55
WITHDRAWAL 10,318.59
ENDING BALANCE 42,759.49
</TABLE>