KEY CONSUMER ACCEPTANCE CORP
8-K, 1999-02-26
ASSET-BACKED SECURITIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 16, 1999


                       KEY CONSUMER ACCEPTANCE CORPORATION
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                            (State of Incorporation)


        333-12431                                          52-1995940
(Commission File Number)                       (IRS Employer Identification No.)


                                    Key Tower
                                127 Public Square
                           Cleveland, Ohio 44114-1306
               (Address of Principal Executive Offices) (Zip Code)


                                 (216) 689-6300
                (Telephone number of Principal Executive Offices)
<PAGE>   2

ITEM - 5:                        OTHER EVENTS

     The Registrant entered into a certain Sale and Servicing Agreement dated as
of September 23, 1997 (the "Agreement") among the Registrant, AFG Receivables
Trust 1997-B, as issuer (the "Issuer"), Key Bank USA, National Association, as
servicer (the "Servicer") and Bankers Trust Company, as indenture Trustee (the
"Indenture Trustee"). Under a Subservicing and Custodial Agreement dated as of
September 23, 1997, AutoFinance Group, Inc. agreed to act as subservicer and
subcustodian for Key Bank USA, National Association. Pursuant to an Indenture
dated September 23, 1997 between the Issuer and the Indenture Trustee, a new
series of notes and certificates (the 1997-B Notes and Certificates)
representing interests in or secured by assets of the AFG Receivables Trust
1997-B, was created. The 1997-B Notes and Certificates consist of three classes
of Asset Backed Notes and Asset Backed Certificates: the 6.20% Asset Backed
Notes, Class A; the 6.40% Asset Backed Notes, Class B; the 7.00% Asset Backed
Notes, Class C; and Asset Backed Certificates. Only the Notes were sold to the
public. Reference is made to the Registration Statement, as amended, of
Registrant on Form S-3, Registration No. 333-12431, under the Securities Act of
1933, as amended (the "Securities Act") and to the Prospectus Supplement thereto
dated September 15, 1997, filed in connection therewith pursuant to Rule 424(b)
of the Securities and Exchange Commission under the Securities Act, which
describes further the Notes and Certificates and the offering thereof.

     On February 16, 1999, a distribution was made to the holders of the 1997-B
Notes and Certificates. Specific information with respect to the distribution,
as prepared by AutoFinance Group, Inc. as subservicer, is filed as Exhibit 20 to
this Current Report on Form 8-K and is incorporated herein by reference.

ITEM - 7:                       EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                   Sequentially
Exhibit No.                      Description                       Numbered Page
- -----------                      -----------                       -------------
<C>                 <S>                                            <C>      
    20              Settlement Statement of the Issuer for              4
                    the period ended January 31, 1999
                    and the related distributions made on
                    February 16, 1999
</TABLE>
<PAGE>   3

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

Dated:  February 23, 1999                        KEY CONSUMER ACCEPTANCE
                                                       CORPORATION



                                           By /s/ Craig T. Platt
                                           -------------------------------------
                                                      Craig T. Platt
                                           President and Chief Executive Officer

<PAGE>   1

<TABLE>
<CAPTION>





CREDIT SUISSE FIRST BOSTON                               Exhibit 20      Page 1

                 Key Bank USA, N.A. Automotive Specialty Finance

            MONTHLY SERVICING REPORT -- AFG RECEIVABLES TRUST, 1997-B

                    January 1, 1999 through January 31, 1999

A. ORIGINAL DEAL PARAMETER INPUTS            

<S>                                                                 <C>            
(A) Original Total Portfolio                                           $110,004,479.62
(B) Class A Noteholders' Percentage                                             67.00%
(C) Original Class A Note Balance                                       $73,703,000.00
(D) Class A Note Rate                                                            6.20%
(E) Class B Noteholders' Percentage                                             17.00%
(F) Original Class B Note Balance                                       $18,700,000.00
(G) Class B Note Rate                                                            6.40%
(H) Class C Noteholders' Percentage                                             10.00%
(I) Original Class C Note Balance                                       $11,000,000.00
(J) Class C Note Rate                                                            7.00%
(K) Class D Certificateholders' Percentage                                       6.00%
(L) Original Class D Certificate Balance                                 $6,601,479.62
(M) Class D Certificate Rate                                                     0.00%
(N) Servicing Fee Rate                                                           3.50%
(O) Original Weighted Average Coupon (WAC)                                      20.03%
(P) Original Weighted Average Remaining Term (WAM)                              54.45 months
(Q) Number of Contracts                                                         9,006
(R) Reserve Account ("RA")
    (i)   Maximum Specified Reserve Balance                               5,500,223.98
    (ii)  Minimum Specified Reserve Balance                               2,200,089.59
    (iii) Initial Deposit                                                 1,650,067.19

(S) Noteholders' Percentage                                                     94.00%

B. INPUTS FROM PREVIOUS MONTHLY SERVICER REPORTS                       Total Trust
                                                                       -----------
(A) Total Portfolio Outstanding                                         $58,133,952.15
(B) Total Portfolio Pool Factor                                              0.5284690
(C) Class A Note Balance                                                $38,601,934.05
(D) Class A Principal Factor                                                 0.5237498
(E) Class A Interest Carryover Shortfall                                          0.00
(F) Class A Principal Carryover Shortfall                                         0.00
(G) Class B Note Balance                                                 $9,794,121.90
(H) Class B Principal Factor                                                 0.5237498
(I) Class B Interest Carryover Shortfall                                          0.00
(J) Class B Principal Carryover Shortfall                                         0.00
(K) Class C Note Balance                                                 $5,761,248.18
(L) Class C Principal Factor                                                 0.5237498
(M) Class C Interest Carryover Shortfall                                          0.00
(N) Class C Principal Carryover Shortfall                                         0.00
(O) Class D Certificate Balance                                          $3,976,648.03
(P) Reserve Account Balance                                               5,103,271.54
(Q) Payahead Account Balance                                                135,971.00
(R) Aggregate Subordinated Servicing Fees to Date                         2,553,969.08
(S) Current Servicing Fees Accrued but Unpaid (after first Nine Months)           0.00
(T) Cumulative Net Losses for All Prior Periods                          12,233,102.25
(U) Weighted Average Coupon of Remaining Portfolio (WAC)                        19.87%
(V) Weighted Average Remaining Term of Remaining Portfolio (WAM)                39.25 months
(W) Number of Contracts                                                         5,986

C. INPUTS FROM THE MAINFRAME

(A) Precomputed Contracts
    (i)   Principal Payments Received                                    $1,729,356.86
    (ii)  Interest Payments Received                                        906,481.76
    (iii) Repurchased Loan Principal                                              0.00
    (iv)  Repurchased Loan Interest                                               0.00
(B) Partial Prepayments - Amount Added to Payahead Account                   28,629.77
(C) Amount Applied From Payahead Account                                          0.00
(D) Weighted Average Coupon of Remaining Portfolio (WAC)                        19.86%
(E) Weighted Average Remaining Maturity of Remaining Portfolio (WAM)            38.26 months
(F) Remaining Number of Contracts                                               5,772
(G) Delinquent Contracts           
                                                Contracts                    Amount
                                                ---------                    ------
                                   
    (i)   30-59 Days Delinquent                  159            2.75%      $1,604,295.37     2.92%
    (ii)  60-89 Days Delinquent                    0            0.00%               0.00     0.00%
    (iii) 90 Days or More Delinquent               0            0.00%               0.00     0.00%

D. INPUTS DERIVED FROM OTHER SOURCES

(A) Aggregate Net Losses for Collection Period                               $672,677.21
(B) Liquidated Contracts
    (i)   Gross Principal Balance of Liquidated Receivables                $1,404,339.40
    (ii)  Net Liquidation Proceeds Received During the Collection Period      524,870.42
    (iii) Recoveries on Previously Liquidated Contracts                       206,791.77
(C) Number of Financed Vehicles Repossessed but not yet Charged off                  134


I hereby certify that this Servicing Report has been prepared in accordance with
the Pooling and Servicing Agreement dated September 1, 1997, and is correct, to
the best of my knowledge.

                                          
/s/ Thomas R. Blend                   Vice-President                  02/10/99
- -----------------------------------------------------                ----------
Signature                                  Title                         Date
</TABLE>



<PAGE>   2


<TABLE>
<CAPTION>



CREDIT SUISSE FIRST BOSTON                          Exhibit 20           Page 2

                 Key Bank USA, N.A. Automotive Specialty Finance

            MONTHLY SERVICING REPORT -- AFG RECEIVABLES TRUST, 1997-B

                    January 1, 1999 through January 31, 1999
I. COLLECTIONS

<S>                                                                                   <C>          
(A) Principal Payments Received (C(A)i)                                                  $1,729,356.86
(B) Interest Payments Received (C(A)ii)                                                     906,481.76
(C) Aggregate Net Liquidation Proceeds Received (D(E)ii+iii)                                731,662.19
(D) Principal on Repurchased Contracts (C(A)iii)                                                  0.00
(E) Interest on Repurchased Contracts (C(A)iv)                                                    0.00
                                                                                      ----------------

(F) Total Collections (A+B+C+D+E)                                                        $3,367,500.81
                                                                                    
                                                                                      ----------------

(G) Total Available Amount (F)                                                           $3,367,500.81

II. DISTRIBUTIONS

(A) Principal Payments Received (C(A)i)                                                  $1,729,356.86
(B) Principal on Repurchased Contracts (C(A)iii)                                                  0.00
(C) Gross Principal Balance of Liquidated Receivables (D(E)i)                             1,404,339.40
                                                                                      ----------------
(D) Principal Distribution Amount (A+B+C)                                                $3,133,696.26


(E) Current Servicing Fee Due                                                              $169,557.36
(F) Accrued and Unpaid Servicing Fees for Prior Collection Periods (B(S))                         0.00
                                                                                      ----------------
(G) Total Servicing Fees Payable                                                            169,557.36
(H) Servicing Fees Paid from Collection Account                                             169,557.36
(I) Reserve Account Draw for Servicing Fees Payable                                               0.00
(J) Servicing Fee Shortfall                                                                       0.00
(K) Current Subordinated Servicing Fee                                                            0.00
(L) Aggregate Subordinated Servicing Fees Before (P)                                      2,553,969.08

(M) Class A Distributable Amount                            
    (i)   Class A Monthly Interest Distributable Amount                                    $199,443.33
    (ii)   Class A Interest Distributable Amount                                            199,443.33
    (iii)   Class A Monthly Principal Distributable Amount                                2,099,601.04
    (iv)   Class A Principal Distributable Amount                                         2,099,601.04
                                                                                      ----------------

    (v) Total Distributable Amount (i+ii)                                                $2,299,044.37
    (vi) Class A Interest Paid from Collection Account                                      199,443.33
    (vii) Reserve Account Draw for Class A Interest Payable                                      $0.00
    (viii) Class A Interest Carryover Shortfall                                                  $0.00
    (ix) Class A Principal Paid from Collection Account                                   2,099,601.04
    (x) Reserve Account Draw for Class A Principal Payable                                        0.00
    (xi) Class A Principal Carryover Shortfall                                                    0.00

(N) Class B Distributable Amount
    (i)   Class B Monthly Interest Distributable Amount                                     $52,235.32
    (ii)   Class B Interest Distributable Amount                                             52,235.32
    (iii)   Class B Monthly Principal Distributable Amount                                  532,712.91
    (iv)   Class B Principal Distributable Amount                                           532,712.91
                                                                                      ----------------

    (v) Total Distributable Amount (i+ii)                                                  $584,948.23
    (vi) Class B Interest Paid from Collection Account                                       52,235.32
    (vii) Reserve Account Draw for Class B Interest Payable                                      $0.00
    (viii) Class B Interest Carryover Shortfall                                                  $0.00
    (ix) Class B Principal Paid from Collection Account                                     532,712.91
    (x) Reserve Account Draw for Class B Principal Payable                                        0.00
    (xi) Class B Principal Carryover Shortfall                                                    0.00

(O) Class C Distributable Amount
    (i)   Class C Monthly Interest Distributable Amount                                      $33,607.28
    (ii)   Class C Interest Distributable Amount                                              33,607.28
    (iii)   Class C Monthly Principal Distributable Amount                                   313,360.53
    (iv)   Class C Principal Distributable Amount                                            313,360.53
                                                                                       ----------------

    (v) Total Distributable Amount (i+ii)                                                   $346,967.81
    (vi) Class C Interest Paid from Collection Account                                        33,607.28
    (vii) Reserve Account Draw for Class C Interest Payable                                       $0.00
    (viii) Class C Interest Carryover Shortfall                                                   $0.00
    (ix) Class C Principal Paid from Collection Account                                      280,343.57
    (x) Reserve Account Draw for Class C Principal Payable                                    33,016.96
    (xi) Class C Principal Carryover Shortfall                                                     0.00

(P) Payment of Subordinated Servicing Fees
    (i)   Aggregate Subordinated Servicing Fees from Current and Prior Periods (II(L))    $2,553,969.08
    (ii)  Subordinated Servicing Fees Paid from Collection Account                                 0.00
    (iii)  Aggregate Subordinated Servicing Fees to Date (i-ii)                           $2,553,969.08

(Q) Certificateholders' Distributable Amount
    (i)  Certificateholders' Distributable Amount                                           $188,021.78
    (ii)  Certificateholders' Distributable Amount Paid from Collection Account                    0.00
</TABLE>




<PAGE>   3


<TABLE>
<CAPTION>



CREDIT SUISSE FIRST BOSTON                            Exhibit 20         Page 3

                 Key Bank USA, N.A. Automotive Specialty Finance

            MONTHLY SERVICING REPORT -- AFG RECEIVABLES TRUST, 1997-B

                    January 1, 1999 through January 31, 1999

III. PAYAHEAD ACCOUNT INFORMATION

<S>                                                                                           <C>        
(A) Beginning Period Balance (B(Q))                                                               $135,971.00
(B) Amounts Applied to Payahead Account (C(B))                                                      28,629.77
(C) Amounts Withdrawn from Payahead Account (C(C))                                                       0.00
                                                                                           ----------------
(D) Ending Period Balance                                                                         $164,600.77

IV. POOL BALANCES AND PORTFOLIO INFORMATION
                                                                    Begin. of Period           End of Period
                                                                    ----------------           -------------   
(A) Balances and Principal Factors
    (i)    Total Pool Balance                                         $58,133,952.15           $55,000,255.89
    (ii)   Total Pool Factor                                               0.5284690                0.4999820
    (iii)  Receivables Balance                                         58,133,952.15            55,000,255.89
    (iv)   Prefunding Account Balance                                           0.00                     0.00
    (v)    Class A Note Balance                                       $38,601,934.05           $36,502,333.01
    (vi)   Class A Principal Factor                                        0.5237498                0.4952625
    (vii)  Class B Note Balance                                        $9,794,121.90            $9,261,408.99
    (viii) Class B Principal Factor                                        0.5237498                0.4952625
    (ix)   Class C Note Balance                                        $5,761,248.18            $5,447,887.65
    (viii) Class C Principal Factor                                        0.5237498                0.4952625
    (ix)   Class D Certificate Balance                                 $3,976,648.03            $3,788,626.25

(B) Portfolio Information
    (i)   Weighted Average Coupon (WAC)                                        19.87%                   19.86%
    (ii)  Weighted Average Remaining Maturity (WAM)                            39.25 months             38.26 months
    (iii) Remaining Number of Contracts                                        5,986                    5,772



V. RECONCILIATION OF RESERVE ACCOUNT ("RA")


(A) Beginning RA Balance (B(H))                                                                 $5,103,271.54

(B) Draw for Servicing Fee (II(I))                                                                       0.00
(C) Draw for Class A Interest Distributable Amount (II(M(vii)))                                          0.00
(D) Draw for Class B Interest Distributable Amount (II(N(vii)))                                          0.00
(E) Draw for Class C Interest Distributable Amount (II(O(vii)))                                          0.00
(F) Draw for Class A Principal Distributable Amount (II(M(iv)))                                          0.00
(G) Draw for Class B Principal Distributable Amount (II(N(x)))                                           0.00
(H) Draw for Class C Principal Distributable Amount (II(O(x)))                                      33,016.96

(I) Overcollateralization Amount                                                               $18,497,922.88
(J) Maximum Specified Reserve Balance                                                            5,500,223.98
(K) Specified Reserve Account Balance                                                            5,500,223.98

(L) Amount Available for Deposit to the RA                                                               0.00
                                                                                             ----------------

(M) RA Balance Prior to Release                                                                 $5,070,254.58
(N) Specified Reserve Account Balance                                                            5,500,223.98
(O) Reserve Account Release                                                                              0.00

(P) Ending Reserve Account Balance                                                              $5,070,254.58


VI. NET LOSS AND DELINQUENCY ACCOUNT ACTIVITY


(A) Aggregate Net Losses for Collection Period (VII(B)i-ii-iii)                                   $672,677.21
(B) Liquidated Contracts
    (i)   Gross Principal Balance of Liquidated Receivables (D(E)i)                             $1,404,339.40
    (ii)  Net Liquidation Proceeds Received During the Collection Period (D(E)ii)                  524,870.42
    (iii) Recoveries on Previously Liquidated Contracts (D(E)iii)                                  206,791.77
(C) Cumulative Net Losses for all Periods (VI(A)+B(T))                                          12,905,779.46

(D) Delinquent and Repossessed Contracts
                                                                           Contracts                 Amount
                                                                           ---------                 ------
    (i)   30-59 Days Delinquent (C(G)i)                                       159        2.75%  $1,604,295.37       2.92%
    (ii)  60-89 Days Delinquent (C(G)ii)                                        0        0.00%           0.00       0.00%
    (iii) 90 Days or More Delinquent (C(G)iii)                                  0        0.00%           0.00       0.00%

    (iv)  Financed Vehicles Repossessed but not yet Charged off
                 and Contracts Delinquent over 60 days(D(E))                  134        2.32%   1,359,994.48       2.47%
</TABLE>

<PAGE>   4


<TABLE>
<CAPTION>


CREDIT SUISSE FIRST BOSTON                            Exhibit 20         Page 4

                 Key Bank USA, N.A. Automotive Specialty Finance

            MONTHLY SERVICING REPORT -- AFG RECEIVABLES TRUST, 1997-B

                    January 1, 1999 through January 31, 1999


          VII. TESTS FOR INCREASE IN RESERVE ACCOUNT BALANCE


          (A) Ratio of Net Losses to the Pool Balance as of Each Collection Period.
<S>                                                                                                        <C>   
              (i)   Second Preceeding Collection Period                                                    13.82%
              (ii)  Preceeding Collection Period                                                            2.55%
              (iii) Current Collection Period                                                              13.89%
              (iv)  Three Month Average (Avg(i,ii,iii))                                                    10.09%
                   
          (B)  Ratio of Balance of Contracts Delinquent 60 Days or More and
               Balance of Financed Vehicles Repossessed but not Charged off to
               the Outstanding Pool Balance as of Each Collection Period.
               (i)   Second Preceeding Collection Period                                                    1.84%
               (ii)  Preceeding Collection Period                                                           2.94%
               (iii) Current Collection Period                                                              2.47%
               (iv)  Three Month Average (Avg(i,ii,iii))                                                    2.42%

          (C) Cumulative Net Loss Ratio                                                                    11.73%

          (D) Loss and Delinquency Trigger Indicator                                          Trigger Was Not Hit


          VIII. RECONCILIATION OF COLLECTION ACCOUNT


          (A) Collection Account Beginning Balance (I(H))                                           3,367,500.81
          (B) Servicing Fee Paid (II(H))                                                              169,557.36
          (C) Class A Interest Paid (II(M(vi)))                                                       199,443.33
          (D) Class B Interest Paid (II(N(vi)))                                                        52,235.32
          (E) Class C Interest Paid (II(O(vi)))                                                        33,607.28
          (F) Class A Principal Paid (II(M(ix)))                                                    2,099,601.04
          (G) Class B Principal Paid (II(N(ix)))                                                      532,712.91
          (H) Class C Principal Paid (II(O(ix)))                                                      280,343.57
          (I) Reserve Account Deposit                                                                       0.00
          (J) Previously Subordinated Servicing Fees Paid (II(P(ii)))                                       0.00
          (K) Certificateholders' Distributable Amount Paid (II(Q(ii)))                                     0.00
          (L) Releases to Seller                                                                            0.00
</TABLE>


<PAGE>   5



<TABLE>
<CAPTION>




                                              Exhibit 20                Page 5

                          AFG Receivables Trust 1997-B
             Monthly Statement to Noteholders and Certificateholders
                          Servicer: Key Bank USA, N.A.
                      Sub Servicer: AutoFinance Group, Inc.
                    Indenture Trustee: Bankers Trust Company
                  Owner Trustee: Chase Manhattan Bank Delaware

Collection Period:  January 1, 1999 through January 31, 1999
Distribution Date:  02/16/99
Month:              17

<S>                                                                                                <C>                  
Statement for Class A, Class B and Class C Noteholders and Certificateholders Pursuant               Per $1,000 of Outstanding
to Section 5.6 of the Sale and Servicing Agreement                                                    Class A/Class B/Class C
                                                                                                        Certificate Amount
                                                                                                     -------------------------
(i)  Principal Distribution
          Class A Note  Amount                                                          2,099,601.04   54.3910841
          Class B Note  Amount                                                            532,712.91   54.3910841
          Class C Note  Amount                                                            313,360.53   54.3910841
          Certificates  Amount                                                            188,021.78   47.2814728


(ii)  Interest Distribution
          Class A Note  Amount                                                            199,443.33    5.1666668
          Class B Note  Amount                                                             52,235.32    5.3333337
          Class C Note  Amount                                                             33,607.28    5.8333332



(iii)    Total Pool Balance of Notes and Certificates (end of Collection Period)       55,000,255.89

(iv)    Class A Notes Balance (end of Collection Period)                               36,502,333.01
        Class A Pool Factor (end of Collection Period)                                     0.4952625
        Class B Notes Balance (end of Collection Period)                                9,261,408.99
        Class B Pool Factor (end of Collection Period)                                     0.4952625
        Class C Notes Balance (end of Collection Period)                                5,447,887.65
        Class C Pool Factor (end of Collection Period)                                     0.4952625
        Certificates Balance (end of Collection Period)                                 3,788,626.25



(v)     Basic Servicing Fee                                                               169,557.36    2.9166667


(vi)    Aggregate Net Losses                                                              672,677.21


(vii)   Reserve Account Balance after Giving Effect to Payments
        Made on Distribution Date                                                       5,070,254.58
        Specified Reserve Account Balance after Giving Effect to Payments
        Made on Distribution Date                                                       5,500,223.98
        Draws on Reserve Account                                                           33,016.96
        Deposits to Reserve Account                                                             0.00


(viii)  Class A Notes Interest Carryover Shortfall                                             0.00    0.0000000
        Class B Notes Interest Carryover Shortfall                                             0.00    0.0000000
        Class C Notes Interest Carryover Shortfall                                             0.00    0.0000000
        Class A Notes Principal Carryover Shortfall                                            0.00    0.0000000
        Class B Notes Principal Carryover Shortfall                                            0.00    0.0000000
        Class C Notes Principal Carryover Shortfall                                            0.00    0.0000000


(ix)  Aggregate Purchase Amount of Receivables Repurchased by the Seller
        or purchased by Servicer                                                               0.00


(x)  Delinquent Contracts
                                                                                   Number               Balance
                                                                           --------------------------------------------
           30-59 Days                                                               159            1,604,295.37
           60-89 Days                                                                 0                    0.00
           90 Days or More                                                            0                    0.00

</TABLE>




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