UACSC 1996-B AUTO TRUST
10-K, 1996-09-30
ASSET-BACKED SECURITIES
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                       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>                                                                




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