<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
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
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________.
KEY CONSUMER ACCEPTANCE CORPORATION 333-38211
------------------------------------- ---------------------
Exact name of registrant as specified Commission
in its charter file number
Delaware 52-1995940
------------------------------------- ---------------------
State or other jurisdiction of IRS Employer
incorporation or organization Identification Number
c/o KeyBank USA, Servicer/Administrator
4910 Tiedeman Road,
Brooklyn, Ohio 44144
---------------------------------------
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (216) 689-3335
--------------
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 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 last 90 days. X Yes No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained herein, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. {X}
Page 1
<PAGE> 2
PART I.
ITEM 1. BUSINESS
The Registrant, Key Consumer Acceptance Corporation, is the originator of Key
Auto Finance Trust 1997-1, AFG Receivables Trust 1997-A, AFG Receivables Trust
1997-B and Key Auto Finance Trust 1997-2. Each Trust was formed pursuant to a
Trust Agreement between Registrant, as Depositor, and Chase Manhattan Bank,
Delaware, as Owner Trustee, and dated as of February 21, 1997 as to Trust
1997-1, June 20, 1997 as to Trust 1997-A, September 23, 1997 as to Trust 1997-B,
and December 16, 1997 as to Trust 1997-2. In reliance on Registrant's Form S-3
Registration Statement (File Number 333-38211, amending File Number 333-12431),
each Trust has issued asset-backed notes and certificates.
ITEM 2. PROPERTIES
The assets of each Trust include a pool of motor vehicle promissory notes,
security agreements and retail installment sale contracts secured by new or used
automobiles and light duty trucks. Filed herewith are summaries of the Monthly
Reports for each Trust which sets forth the aggregate information for the
respective Trusts for 1998.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 1998, there were 22 holders of record for the Class A-1
Notes, 8 holders of record for the Class A-2 Notes, 6 holders of record for the
Class A-3 Notes, 10 holders of record for the Class B Notes and 2 holders of
record for the Certificates of the Key Auto Finance Trust 1997-1.
As of December 31, 1998, there were 20 holders of record for the Class A Notes,
8 holders of record for the Class B Notes, 2 holders of record for the Class C
Notes, and 1 holder of record for the Certificate of the AFG Receivables Trust
1997-A.
As of December 31, 1998, there were 12 holders of record for the Class A Notes,
9 holders of record for the Class B Notes, 1 holder of record for the Class C
Notes, and 1 holder of record for the Certificate of the AFG Receivables Trust
1997-B.
As of December 31, 1998, there were no holders of record for the Class A-1 Notes
(the final payment on these notes was made July 15, 1998), no holders of record
for the Class A-2 Notes (the final payment on these notes was made on
December 15, 1998), 13 holders of record for the Class A-3 Notes, 9 holders of
record for the Class A-4 Notes, 20 holders of record for the Class A-5 Notes,
6 holders of record for the Class A-P Notes, 4 holders of record for the Class B
Notes, 4 holders of record for the Class C Notes, and 2 holders of record for
the Certificates of the Key Auto Finance Trust 1997-2.
There is no established public market in which any of the Notes or Certificates
described above are traded.
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ITEM 6. SELECTED FINANCIAL DATA.
Omitted.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Omitted.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Omitted.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Omitted.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Omitted.
ITEM 11. EXECUTIVE COMPENSTON.
Omitted.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of December 31, 1998, all of the Notes for each Trusts were registered in the
name of Cede & Co., as nominee of The Depository Trust Company. The books and
records of The Depository Trust Company indicate that each of the participant
institutions identified below are the record owner of in excess of five percent
(5%) of the respective classes of Notes issued by the Trusts. Only such
participant institutions, however, know the identity of the ultimate beneficial
owners of interests in such Notes. The books and records of the Trustee indicate
that the persons identified below are the record owner of in excess of five
percent (5%) of the Certificates issued by the Trusts. Notes and Certificates
registered in the name of the Registrant and its affiliates are set forth below,
regardless of the amount held.
Page 3
<PAGE> 4
ITEM 12. (continued)
- --------------------------------------------------------------------------------
KEY AUTO FINANCE TRUST 1997-1
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-1 The Bank of New York $118,790 39.6%
5.85% Asset Backed 925 Patterson Plank Road
Notes, Class A-1 Secaucus, NJ 07094
Boston Safe Deposit and $51,000 17%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust $67,000 22.3%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
SSB - Bank Portfolio $25,000 8.3%
225 Franklin Street
Boston, MA 02110
Trust 1997-1 The Bank of New York $8,000 12%
6.05% Asset Backed 925 Patterson Plank Road
Notes, Class A-2 Secaucus, NJ 07094
Boston Safe Deposit and $4,715 7%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $10,000 15%
4 New York Plaza, 13th Floor
New York, NY 10004
NationsBanc Montgomery Securities $5,000 7.5%
LLC/Equities
600 Montgomery Street, 4th Floor
San Francisco, CA 94111
Northern Trust Company $14,000 21%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company $22,500 34%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
</TABLE>
Page 4
<PAGE> 5
ITEM 12. (continued)
- --------------------------------------------------------------------------------
KEY AUTO FINANCE TRUST 1997-1 (CONTINUED)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-1 Bank of New York $19,641 42.6%
6.15% Asset Backed 925 Patterson Plank Rd.
Notes, Class A-3 Secaucus, NJ 07094
Boston Safe Deposit and $10,000 21.6%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
State Street Bank and Trust Company $11,825 25.6%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
WACHOVIA Bank, N.A. $4,000 8.6%
100 N. Main Street, NC 37121
Winston-Salem, NC 27150
Trust 1997-1 Brown Brothers Harriman & Co. $4,027 15.3%
6.40% Asset Backed 63 Wall Street, 8th Floor
Notes, Class B New York, NY 10005
Chase Manhattan Bank $12,999 49.4%
4 New York Plaza, 13th Floor
New York, NY 10004
State Street Bank and Trust Company $5,515 20.9%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Trust 1997-1 CEDE & CO $2,538 14.5%
7.70% Asset Backed c/o The Depository Trust Company
Certificates P.O. Box 20
Bowling Green Station
New York, NY 10004
Prudential Insurance Company $15,000 85.5%
America - Structured Finance
One Gateway Center, 11th Floor
Newark, NJ 07102-5311
</TABLE>
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<PAGE> 6
ITEM 12. (continued)
- --------------------------------------------------------------------------------
AFG RECEIVABLES TRUST 1997-A
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-A Bank of New York $16,000 21.7%
6.35% Asset Backed 925 Patterson Plank Road
Notes, Class A Secaucus, NJ 07094
Bank One Trust Company $6,000 8.1%
30 West Spring Street
Columbus, OH 43266-0581
Boston Safe Deposit and $3,825 5.2%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $15,850 21.5%
4 New York Plaza, 13th Floor
New York, NY 10004
Investors Bank & Trust/M.F. Custody $8,750 11.9%
200 Claredon Street
15th Floor Hancock Tower
Boston, MA 02116
KeyBank National Association $1,000 1.3%
4900 Tiedeman Road
Brooklyn, Ohio 44144
State Street Bank and Trust Company $11,728 15.9%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Trust 1997-A Bank of New York $8,000 42.8%
6.65% Asset Backed 925 Patterson Plank Road
Notes, Class B Secaucus, NJ 07094
Bank One Trust Company $6,701 35.8%
30 West Spring Street
Columbus, OH 43266-0581
</TABLE>
Page 6
<PAGE> 7
ITEM 12. (continued)
- --------------------------------------------------------------------------------
AFG RECEIVABLES TRUST 1997-A (CONTINUED)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-A Boston Safe Deposit and $1,020 5.4%
6.65% Asset Backed Trust Company
Notes, Class B c/o Mellon Bank N.A.
(continued) Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
First Union National Bank $1,175 6.2%
1525 West W. T.
Harris Blvd. 3A4
Charlotte, NC 28288
Huntington National Bank $1,000 5.3%
Attn: Proxy Dept HC1040
41 South High Street
Columbus, OH 43287
Trust 1997-A First Union National Bank $9,000 81.8%
7.20% Asset Backed 1525 West W. T.
Notes, Class C Harris Blvd. 3A4
Charlotte, NC 28288
State Street Bank and Trust Company $2,000 18.2%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Trust 1997-A Key Consumer Acceptance Corp. $6,601 100%
Certificate Key Bank USA
127 Public Square
Cleveland, OH 44114-1306
- ---------------------------------------------------------------------------------------------------------------
AFG RECEIVABLES TRUST 1997-B
Trust 1997-B Bank of New York $14,445 19.6%
6.20% Asset Backed 925 Patterson Plank Road
Notes, Class A Secaucus, NJ 07094
Bankers Trust Company $26,478 35.9%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
</TABLE>
Page 7
<PAGE> 8
ITEM 12. (continued)
- --------------------------------------------------------------------------------
AFG RECEIVABLES TRUST 1997-B (CONTINUED)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-B Bank One Trust Company, N.A. $4,234 5.7%
6.20% Asset Backed 235 W. Schrock Road
Notes, Class A Brooksedge Village
(continued) Westerville, OH 43081
Boston Safe Deposit and $8,500 11.5%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $5,098 6.9%
4 New York Plaza, 13th Floor
New York, NY 10004
CITIBANK, N.A. $8,863 12%
P.O. Box 30576
Tampa, FL 33630-3576
McDonald Investments Inc. $45 <1%
800 Superior Avenue
Cleveland, OH 44114
Trust 1997-B Bank of New York $5,000 26.7%
6.40% Asset Backed 925 Patterson Plank Road
Notes, Class B Secaucus, NJ 07094
Bankers Trust Company $5,350 28.6%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
State Street Bank and Trust Company $4,500 24%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Star Bank, National Association $2,600 13.9%
P.O. Box 1118
Mail Location 6120
Cincinnati, OH 45201-1118
</TABLE>
Page 8
<PAGE> 9
ITEM 12. (continued)
- --------------------------------------------------------------------------------
AFG RECEIVABLES TRUST 1997-B (CONTINUED)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-B State Street Bank and Trust Company $11,000 100%
7.00% Asset Backed Global Corp Action Dept JAB5W
Notes, Class C P.P. Box 1631
Boston, MA 02105-1631
Trust 1997-B Key Consumer Acceptance Corp. $6,601 100%
Certificate Key Bank USA
127 Public Square
Cleveland, OH 44114-1306
</TABLE>
- --------------------------------------------------------------------------------
KEY AUTO FINANCE TRUST 1997-2
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-2 Chase Manhattan Bank $138,010 92%
6.11% Asset Backed 4 New York Plaza, 13th Floor
Notes, Class A-3 New York, NY 10004
KeyBank National Association $1,375 <1%
4900 Tiedeman Road
Brooklyn, Ohio 44144
Trust 1997-2 The Bank of New York $8,000 5.4%
6.15% Asset Backed 925 Patterson Plank Road
Notes, Class A-4 Secaucus, NJ 07094
Bankers Trust Company $10,000 6.8%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and $42,000 28.4%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
</TABLE>
Page 9
<PAGE> 10
ITEM 12. (continued)
- --------------------------------------------------------------------------------
KEY AUTO FINANCE TRUST 1997-2 (CONTINUED)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-2 Chase Manhattan Bank $69,500 47%
6.15% Asset Backed 4 New York Plaza, 13th Floor
Notes, Class A-4 New York, NY 10004
(continued)
State Street Bank and Trust Company $15,500 10.4%
Global Corp Action Dept JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Trust 1997-2 The Bank of New York $7,725 5%
6.25% Asset Backed 925 Patterson Plank Road
Notes, Class A-5 Secaucus, NJ 07094
Bankers Trust Company $23,035 15.2%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and $48,475 31.9%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Brown Brothers Harriman & Co. $8,525 5.6%
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank $12,000 7.9%
4 New York Plaza, 13th Floor
New York, NY 10004
Credit Suisse First Boston $20,000 13.2%
c/o ADP Proxy Services
KeyBank National Association $950 <1%
4900 Tiedeman Road
Brooklyn, Ohio 44144
M&I Marshall & Ilsley Bank $9,305 6.1%
1000 North Water Street
P.O. Box 2977
Milwakee, WI 53202
</TABLE>
Page 10
<PAGE> 11
ITEM 12. (continued)
- --------------------------------------------------------------------------------
KEY AUTO FINANCE TRUST 1997-2 (CONTINUED)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-2 Northern Trust Company $8,095 5.3%
6.25% Asset Backed 801 S. Canal C-IN
Notes, Class A-5 Chicago, IL 60607
(continued)
Trust 1997-2 The Bank of New York $37,500 30%
6.15% Asset Backed 925 Patterson Plank Road
Notes, Class A-P Secaucus, NJ 07094
Boston Safe Deposit and $10,000 8%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank N.A.
Pittsburgh, PA 15259
Chase Manhattan Bank $21,000 16.8%
4 New York Plaza, 13th Floor
New York, NY 10004
Fifth Third Bank/ $31,000 24.8%
State Teachers Retirement of Ohio
275 East Broad Street
Columbus, Ohio 43215
State Street Bank and Trust Company $25,000 20%
Global Corp Action Dept JAB5W
P.P Box 1631
Boston, MA 02105-1631
Trust 1997-2 Bank of New York $11,050 17.4%
6.30% Asset Backed 925 Patterson Plank Road
Notes, Class B Secaucus, NJ 07094
Brown Brothers Harriman & Co. $5,930 9.3%
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank $43,680 68.7%
4 New York Plaza, 13th Floor
New York, NY 10004
</TABLE>
Page 11
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ITEM 12. (continued)
- --------------------------------------------------------------------------------
KEY AUTO FINANCE TRUST 1997-2 (CONTINUED)
<TABLE>
<CAPTION>
Name and Amount and Nature
Title of Address of Beneficial of Beneficial Ownership Percent of
Class Owner (in thousands) Class
-------- --------------------- ----------------------- ----------
<S> <C> <C> <C>
Trust 1997-2 Bank of New York $8,520 35%
6.65% Asset Backed 925 Patterson Plank Road
Notes, Class C Secaucus, NJ 07094
Brown Brothers Harriman & Co. $1,740 7.1%
63 Wall Street, 8th Floor
New York, NY 10005
Chase Manhattan Bank $9,040 37.2%
New York, NY 10004
4 New York Plaza, 13th Floor
First Union National Bank $5,000 20.5%
1525 West W. T.
Harris Blvd 3A4
Charlotte, NC 28288
Trust 1997-2 Prudential Insurance Company $17,200 99.5%
8.05% Asset Backed America - Structured Finance
Certificates One Gateway Center, 11th Floor
Newark, NJ 07102-5311
Key Consumer Acceptance Corp. $80 <1%
Key Bank USA
127 Public Square
Cleveland, OH 44114-1306
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
Not applicable.
(a)(2) FINANCIAL STATEMENT SCHEDULES
Not applicable.
Page 12
<PAGE> 13
ITEM 14. (continued)
(a) (3) EXHIBITS
<TABLE>
<CAPTION>
Designation Description Method of Filing
----------- ----------- ----------------
<S> <C> <C>
*Exhibit 99.1 Key Auto Finance Trust 1997-1 Filed with this report.
Officers Certificate dated
as of March 26, 1999,
for the year ending
December 31, 1998.
*Exhibit 99.2 AFG Receivables Trust 1997-A Filed with this report.
Officers Certificate dated as
of March 26, 1999, for the
year ending June 30, 1998.
*Exhibit 99.3 AFG Receivables Trust 1997-B Filed with this report.
Officers Certificate dated as
of March 26, 1999, for the
year ending June 30, 1998.
*Exhibit 99.4 Key Auto Finance Trust 1997-2 Filed with this report.
Officers Certificate dated
as of March 26, 1999, for the
year ending December 31, 1998.
*Exhibit 99.5 Report of Independent Filed with this report.
Accountants on internal control
over securitized receivables.
*Exhibit 99.6 Management's Report on Internal Filed with this report.
Control over Securitized
Receivables.
Exhibit 99.7 Summary of Monthly Reports, Filed with this report.
Key Auto Finance Trust 1997-1
Exhibit 99.8 Summary of Monthly Reports, Filed with this report.
AFG Receivables Trust 1997-A
Exhibit 99.9 Summary of Monthly Reports, Filed with this report.
AFG Receivables Trust 1997-B
Exhibit 99.10 Summary of Monthly Reports, Filed with this report.
Key Auto Finance Trust 1997-2
</TABLE>
*Note: Pursuant to the Sale and Servicing Agreement which each Trust entered
into with Registrant, as Seller, KeyBank USA, National Association, as Servicer,
and Bankers Trust Company, as Indenture Trustee, and dated as of February 21,
1997 as to Trust 1997-1, June 20, 1997 as to Trust 1997-A, September 23, 1997 as
to Trust 1997-B and December 16, 1997 as to Trust 1997-2 (each a "Sale and
Servicing Agreement"), Servicer is required to provide annually, by specified
dates, for specified periods, an Officer's Certificate with respect to the
performance of its obligations as Servicer under the pertinent Sale and
Servicing Agreement and a Report of Independent Certified Public Accountants
with respect to said performance. Such Certificates and Reports are attached
hereto as referenced above.
Page 13
<PAGE> 14
ITEM 14. (continued)
FORM 8-K'S FILED DURING LAST QUARTER OF 1998:
KEY AUTO FINANCE TRUST 1997-1
Monthly Statement to Noteholders Key Consumer Acceptance
and Certificateholders for the period Corporation Form 8-K dated
September 1 - 30, 1998 October 21, 1998.
Monthly Statement to Noteholders Key Consumer Acceptance
and Certificateholders for the period Corporation Form 8-K dated
October 1 - 31, 1998 November 20, 1998.
Monthly Statement to Noteholders Key Consumer Acceptance
and Certificateholders for the period Corporation Form 8-K dated
November 1 - 30, 1998 December 18, 1998.
AFG RECEIVABLES TRUST 1997-A
Monthly Servicer Report for the Key Consumer Acceptance
period September 1 - 30, 1998 Corporation Form 8-K dated
October 26, 1998.
Monthly Servicer Report for the Key Consumer Acceptance
period October 1 - 31, 1998 Corporation Form 8-K dated
November 24, 1998.
Monthly Servicer Report for the Key Consumer Acceptance
period November 1 - 30, 1998 Corporation Form 8-K dated
December 18, 1998.
AFG RECEIVABLES TRUST 1997-B
Monthly Servicer Report for the Key Consumer Acceptance
period September 1 - 30, 1998 Corporation Form 8-K dated
October 26, 1998.
Monthly Servicer Report for the Key Consumer Acceptance
period October 1 - 31, 1998 Corporation Form 8-K dated
November 24, 1998.
Monthly Servicer Report for the Key Consumer Acceptance
period November 1 - 30, 1998 Corporation Form 8-K dated
December 18, 1998.
KEY AUTO FINANCE TRUST 1997-2
Monthly Statement to Noteholders Key Consumer Acceptance
and Certificateholders for the period Corporation Form 8-K dated
September 1 - 30, 1998 October 21, 1998.
Monthly Statement to Noteholders Key Consumer Acceptance
and Certificateholders for the period Corporation Form 8-K dated
October 1 - 31, 1998 November 20, 1998.
Monthly Statement to Noteholders Key Consumer Acceptance
and Certificateholders for the period Corporation Form 8-K dated
November 1 - 30, 1998 December 18, 1998.
Page 14
<PAGE> 15
SIGNATURES
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 30, 1999 RE: Key Auto Finance Trust 1997-1
AFG Receivables Trust, 1997-A
AFG Receivables Trust, 1997-B
Key Auto Finance Trust 1997-2
Key Consumer Acceptance Corporation, Registrant
By: /S/ Craig T. Platt
--------------------------------------------
Name: Craig T. Platt
Title: President & Chief Executive Officer
Page 15
<PAGE> 1
Exhibit 99.1
KEY AUTO FINANCE TRUST 1997-1
OFFICER'S CERTIFICATE OF SERVICER
To: Chase Manhattan Bank Delaware, as Owner Trustee
Bankers Trust Company, as Indenture Trustee
Moody's Investors Service, Inc.
Standard & Poor's Ratings Group
Fitch Investors Service, L.P.
Pursuant to Section 4.10 of the Sale and Servicing Agreement dated as
of February 21, 1997 among Key Auto Finance Trust 1997-1, as Issuer, Key
Consumer Acceptance Corporation, as Seller, Key Bank USA, National Association,
as Servicer and Bankers Trust Company, as Indenture Trustee (the "Agreement"),
the undersigned hereby certifies that (i) a review of the activities of Servicer
from January 1, 1998 through December 31, 1998, and of its performance under the
Agreement has been made under the undersigned officer's supervision and (ii) to
the best of the undersigned officer's knowledge, based on such review, Servicer
has fulfilled all its obligations in all material respects under the Agreement
throughout such period.
IN WITNESS WHEREOF, I have executed this Certificate this 26th day of
March, 1999.
KEY BANK USA, NATIONAL ASSOCIATION
as Servicer
By: /S/ Craig T. Platt
-------------------------------------------
Craig T. Platt
Senior Vice President
Page 16
<PAGE> 1
Exhibit 99.2
AFG RECEIVABLES TRUST 1997-A
OFFICER'S CERTIFICATE OF SERVICER
To: Chase Manhattan Bank Delaware, as Owner Trustee
Bankers Trust Company, as Indenture Trustee
Moody's Investors Service, Inc.
Standard & Poor's Ratings Group
Fitch Investors Service, L.P.
Pursuant to Section 4.10 of the Sale and Servicing Agreement dated as
of June 20, 1997 among AFG Receivables Trust 1997-A, as Issuer, Key Consumer
Acceptance Corporation, as Seller, Key Bank USA, National Association, as
Servicer and Bankers Trust Company, as Indenture Trustee (the "Agreement"), the
undersigned hereby certifies that (i) a review of the activities of Servicer
from the Closing Date (June 20, 1997) through June 30, 1998, and of its
performance under the Agreement has been made under the undersigned officer's
supervision and (ii) to the best of the undersigned officer's knowledge, based
on such review, Servicer has fulfilled all its obligations in all material
respects under the Agreement throughout such period.
IN WITNESS WHEREOF, I have executed this Certificate this 26th day of March,
1999.
KEY BANK USA, NATIONAL ASSOCIATION
as Servicer
By: /S/ Craig T. Platt
-------------------------------------------
Craig T. Platt
Senior Vice President
Page 17
<PAGE> 1
Exhibit 99.3
AFG RECEIVABLES TRUST 1997-B
OFFICER'S CERTIFICATE OF SERVICER
To: Chase Manhattan Bank Delaware, as Owner Trustee
Bankers Trust Company, as Indenture Trustee
Moody's Investors Service, Inc.
Standard & Poor's Ratings Group
Fitch Investors Service, L.P.
Pursuant to Section 4.10 of the Sale and Servicing Agreement dated as
of September 23, 1997 among AFG Receivables Trust 1997-B, as Issuer, Key
Consumer Acceptance Corporation, as Seller, Key Bank USA, National Association,
as Servicer and Bankers Trust Company, as Indenture Trustee (the "Agreement"),
the undersigned hereby certifies that (i) a review of the activities of Servicer
from the Closing Date (September 23, 1997) through June 30, 1998, and of its
performance under the Agreement has been made under the undersigned officer's
supervision and (ii) to the best of the undersigned officer's knowledge, based
on such review, Servicer has fulfilled all its obligations in all material
respects under the Agreement throughout such period.
IN WITNESS WHEREOF, I have executed this Certificate this 26th day of March,
1999.
KEY BANK USA, NATIONAL ASSOCIATION
as Servicer
By: /S/ Craig T. Platt
--------------------------------------------
Craig T. Platt
Senior Vice President
Page 18
<PAGE> 1
Exhibit 99.4
KEY AUTO FINANCE TRUST 1997-2
OFFICER'S CERTIFICATE OF SERVICER
To: Chase Manhattan Bank Delaware, as Owner Trustee
Bankers Trust Company, as Indenture Trustee
Moody's Investors Service, Inc.
Standard & Poor's Ratings Group
Fitch Investors Service, L.P.
Pursuant to Section 4.10 of the Sale and Servicing Agreement dated as
of December 16, 1997 among Key Auto Finance Trust 1997-2, as Issuer, Key
Consumer Acceptance Corporation, as Seller, Key Bank USA, National Association,
as Servicer and Bankers Trust Company, as Indenture Trustee (the "Agreement"),
the undersigned hereby certifies that (i) a review of the activities of Servicer
from the Closing Date (December 16, 1997) through December 31, 1998, and of its
performance under the Agreement has been made under the undersigned officer's
supervision and (ii) to the best of the undersigned officer's knowledge, based
on such review, Servicer has fulfilled all its obligations in all material
respects under the Agreement throughout such period.
IN WITNESS WHEREOF, I have executed this Certificate this 26th day of
March, 1999.
KEY BANK USA, NATIONAL ASSOCIATION
as Servicer
By: /S/ Craig T. Platt
--------------------------------------------
Craig T. Platt
Senior Vice President
Page 19
<PAGE> 1
Exhibit 99.5
Report of Independent Accountants
To the Board of Directors of
Key Bank USA, National Association
We have examined management's assertion, included in the accompanying Report of
Management on Internal Control over Securitized Receivables, that Key Bank USA,
National Association maintained effective internal control over servicing
securitized receivables of Key Consumer Acceptance Corp. as of December 31,
1998.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of internal control over servicing of securitized
receivables, testing and evaluating the design and operating effectiveness of
the internal control, and such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion.
Because of the inherent limitations in any internal control, errors or fraud may
occur and not be detected. Also, projections of any evaluation of internal
control over servicing securitized receivables to future periods are subject to
the risk that internal control may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, management's assertion, that Key Bank USA, National Association
maintained effective internal control over servicing securitized receivables of
Key Consumer Acceptance Corp. as of December 31, 1998, is fairly stated, in all
material respects, based upon criteria established in "Internal Control -
Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
March 22, 1999
Page 20
<PAGE> 1
Exhibit 99.6
MANAGEMENT REPORT ON
INTERNAL CONTROL OVER
SERVICING OF SECURITIZED RECEIVABLES
March 22, 1999
Key Bank USA, National Association management is responsible for establishing
and maintaining effective internal control over servicing of securitized
receivables, which is designed to provide reasonable assurance regarding the
proper servicing of securitized receivables activity and balances. The system
contains monitoring mechanisms, and actions are taken to correct deficiencies as
they are identified.
There are inherent limitations in the effectiveness of any internal control
including the possibility of human error and the circumvention or overriding of
controls - and therefore can provide only reasonable assurance with respect to
servicing of securitized receivables. Further, because of changes in conditions,
the effectiveness of internal control may vary over time.
Key Bank USA, National Association management assessed its internal control over
servicing of securitized receivables as of December 31, 1998. This assessment
was based on criteria for effective internal control described in "Internal
Control- Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, management
believes that Key Bank USA, National Association maintained effective internal
control over servicing of securitized receivables as of December 31, 1998.
/S/ Craig T. Platt
- -------------------------------------
Craig T. Platt
President and Chief Executive Officer
Key Consumer Acceptance Corporation
and
Senior Vice President
Key Bank USA, National Association
/S/ John T. Largent, Jr.
- -------------------------------------
John T. Largent, Jr.
Executive Vice President and
Group Manager of Loan Services
Key Services Corp.
Page 21
<PAGE> 1
Exhibit 99.7
Key Auto Finance Trust 1997-1
Annual Statement to Noteholders and Certificateholders
Servicer: Key Bank USA, N.A.
Indenture Trustee: Bankers Trust Company
Owner Trustee: Chase Manhattan Bank Delaware
Collection Period: January 1, 1998 to December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A and Class B Noteholders and Certificateholders Per $1,000 of Original
Pursuant to Section 5.6 of the Sale and Servicing Agreement Class A/Class B
Certificate Amount
------------------
<S> <C> <C>
(i) Principal Distribution
Class A-1 Note Amount 136,349,717.76 454.4990592
Class A-2 Note Amount 0.00 0.0000000
Class A-3 Note Amount 0.00 0.0000000
Class B Note Amount 0.00 0.0000000
Certificates Amount 0.00 0.0000000
(ii) Interest Distribution
Class A-1 Note Amount 4,975,422.59 16.5847420
Class A-2 Note Amount 3,993,000.00 60.5000000
Class A-3 Note Amount 2,837,671.50 61.5000000
Class B Note Amount 1,683,648.00 64.0000000
Certificates Amount 1,350,426.00 77.0000000
(iii) Total Pool Balance of Notes and Certificates (end of Collection Period) 171,980,474.04
(iv) Class A-1 Notes Balance (end of Collection Period) 15,994,474.04
Class A-1 Pool Factor (end of Collection Period) 0.0533149
Class A-2 Notes Balance (end of Collection Period) 66,000,000.00
Class A-2 Pool Factor (end of Collection Period) 1.0000000
Class A-3 Notes Balance (end of Collection Period) 46,141,000.00
Class A-3 Pool Factor (end of Collection Period) 1.0000000
Class B Notes Balance (end of Collection Period) 26,307,000.00
Class B Pool Factor (end of Collection Period) 1.0000000
Certificates Balance (end of Collection Period) 17,538,000.00
Certificates Pool Factor (end of Collection Period) 1.0000000
(v) Basic Servicing Fee 2,392,411.29 5.2466771
(vi) Aggregate Net Losses 8,635,309.02
</TABLE>
Page 22
<PAGE> 2
Exhibit 99.7 (continued)
Key Auto Finance Trust 1997-1
Annual Statement to Noteholders and Certificateholders
Servicer: Key Bank USA, N.A.
Indenture Trustee: Bankers Trust Company
Owner Trustee: Chase Manhattan Bank Delaware
Collection Period: January 1, 1998 to December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A and Class B Noteholders and Certificateholders Per $1,000 of Original
Pursuant to Section 5.6 of the Sale and Servicing Agreement Class A/Class B
Certificate Amount
------------------
<S> <C> <C>
(vii) Reserve Account Balance after Giving Effect to Payments 6,839,790.00
Made on Distribution Date
Specified Reserve Account Balance after Giving Effect to Payments 6,839,790.00
Made on Distribution Date
Draws on Reserve Account 0.00
Deposits to Reserve Account 0.00
(viii) Class A-1 Notes Interest Carryover Shortfall 0.00 0.0000000
Class A-2 Notes Interest Carryover Shortfall 0.00 0.0000000
Class A-3 Notes Interest Carryover Shortfall 0.00 0.0000000
Class B Notes Interest Carryover Shortfall 0.00 0.0000000
Certificates Interest Carryover Shortfall 0.00 0.0000000
Class A-1 Notes Principal Carryover Shortfall 0.00 0.0000000
Class A-2 Notes Principal Carryover Shortfall 0.00 0.0000000
Class A-3 Notes Principal Carryover Shortfall 0.00 0.0000000
Class B Notes Principal Carryover Shortfall 0.00 0.0000000
Certificates Principal Carryover Shortfall 0.00 0.0000000
(ix) Additional Principal Distributable Amount 0.00
(x) Aggregate Purchase Amount of Receivables Repurchased by the Seller 0.00
or purchased by Servicer
</TABLE>
<TABLE>
<CAPTION>
(xi) Delinquent Contracts Number Balance
---------------------------------
<S> <C> <C>
30-59 Days 614 $5,539,259.50
60-89 Days 170 $1,573,113.83
90 Days or More 161 $1,275,969.59
</TABLE>
Page 23
<PAGE> 1
Exhibit 99.8
AFG Receivables Trust 1997-A
Summary Statement to Noteholders and Certificateholders
Servicer: Key Bank USA, N.A.
Sub Servicer: Auto Finance Group, Inc.
Indenture Trustee: Bankers Trust Company
Owner Trustee: Chase Manhattan Bank Delaware
Collection Period: January 1, 1998 through December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A, Class B and Class C Noteholders and Certificateholders Per $1,000 of Outstanding
Pursuant to Section 5.6 of the Sale and Servicing Agreement Class A/Class B/Class C
Total for Period Certificate Amount
---------------- ------------------
<S> <C> <C>
(i) Principal Distribution
Class A Note Amount 24,185,127 328.1430528
Class B Note Amount 6,136,603 328.1430533
Class C Note Amount 3,609,574 328.1430527
Certificates Amount 2,165,828 328.0590719
(ii) Interest Distribution
Class A Note Amount 2,874,378 38.99946732
Class B Note Amount 763,786 40.84196086
Class C Note Amount 486,419 44.21986636
(iii) Total Pool Balance of Notes and Certificates (end of Collection Period) 49,870,302
(iv) Class A Notes Balance (end of Collection Period) 33,087,167
Class A Pool Factor (end of Collection Period) 0.4489257
Class B Notes Balance (end of Collection Period) 8,395,359
Class B Pool Factor (end of Collection Period) 0.4489257
Class C Notes Balance (end of Collection Period) 4,938,182
Class C Pool Factor (end of Collection Period) 0.4489257
Certificates Balance (end of Collection Period) 3,449,593
(v) Basic Servicing Fee 2,381,656 21.65024749
(vi) Aggregate Net Losses 7,167,748
(vii) Reserve Account Balance after Giving Effect to Payments
Made on Distribution Date 4,753,017
Specified Reserve Account Balance after Giving Effect to Payments
Made on Distribution Date 5,500,297
Draws on Reserve Account
Deposits to Reserve Account
</TABLE>
Page 24
<PAGE> 2
Exhibit 99.8 (continued)
AFG Receivables Trust 1997-A
Summary Statement to Noteholders and Certificateholders
Servicer: Key Bank USA, N.A.
Sub Servicer: Auto Finance Group, Inc.
Indenture Trustee: Bankers Trust Company
Owner Trustee: Chase Manhattan Bank Delaware
Collection Period: January 1, 1998 through December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A, Class B and Class C Noteholders and Certificateholders Per $1,000 of Outstanding
Pursuant to Section 5.6 of the Sale and Servicing Agreement Class A/Class B/Class C
Total for Period Certificate Amount
---------------- ------------------
<S> <C> <C>
(viii) Class A Notes Interest Carryover Shortfall 0 0
Class B Notes Interest Carryover Shortfall 0 0
Class C Notes Interest Carryover Shortfall 0 0
Class A Notes Principal Carryover Shortfall 0 0
Class B Notes Principal Carryover Shortfall 0 0
Class C Notes Principal Carryover Shortfall 0 0
(ix) Aggregate Purchase Amount of Receivables Repurchased by the Seller
or purchased by Servicer 0
</TABLE>
<TABLE>
<CAPTION>
(x) Delinquent Contracts Number Balance
--------------------------------------------
<S> <C> <C>
30-59 Days 189 1,770,247
60-89 Days 0 0
90 Days or More 0 0
</TABLE>
Page 25
<PAGE> 1
Exhibit 99.9
AFG Receivables Trust 1997-B
Summary Statement to Noteholders and Certificateholders
Servicer: Key Bank USA, N.A.
Sub Servicer: Auto Finance Group, Inc.
Indenture Trustee: Bankers Trust Company
Owner Trustee: Chase Manhattan Bank Delaware
Collection Period: January 1, 1998 through December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A, Class B and Class C Noteholders and Certificateholders Per $1,000 of Outstanding
Pursuant to Section 5.6 of the Sale and Servicing Class A/Class B/Class C
Agreement Total for Period Certificate Amount
---------------- ------------------
<S> <C> <C>
(i) Principal Distribution
Class A Note Amount 26,715,395 242.8573381
Class B Note Amount 6,778,257 91.96718139
Class C Note Amount 3,987,210 213.2083899
Certificates Amount 2,392,395 217.4904982
(ii) Interest Distribution
Class A Note Amount 3,225,387 43.76194402
Class B Note Amount 847,747 45.33162291
Class C Note Amount 543,495 49.40864727
(iii) Total Pool Balance of Notes and Certificates (end of Collection Period) 58,133,952
(iv) Class A Notes Balance (end of Collection Period) 38,601,934
Class A Pool Factor (end of Collection Period) 0.5237498
Class B Notes Balance (end of Collection Period) 9,795,122
Class B Pool Factor (end of Collection Period) 0.5237498
Class C Notes Balance (end of Collection Period) 5,761,248
Class C Pool Factor (end of Collection Period) 0.5237498
Certificates Balance (end of Collection Period) 3,976,648
(v) Basic Servicing Fee 2,735,747 24.86941759
(vi) Aggregate Net Losses 9,042,385
(vii) Reserve Account Balance after Giving Effect to Payments
Made on Distribution Date 5,103,272
Specified Reserve Account Balance after Giving Effect to Payments
Made on Distribution Date 5,500,224
Draws on Reserve Account
Deposits to Reserve Account
</TABLE>
Page 26
<PAGE> 2
Exhibit 99.9 (continued)
AFG Receivables Trust 1997-B
Summary 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, 1998 through December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A, Class B and Class C Noteholders and Certificateholders Per $1,000 of Outstanding
Pursuant to Section 5.6 of the Sale and Servicing Agreement Class A/Class B/Class C
Total for Period Certificate Amount
---------------- ------------------
<S> <C> <C>
(viii) Class A Notes Interest Carryover Shortfall 0 0
Class B Notes Interest Carryover Shortfall 0 0
Class C Notes Interest Carryover Shortfall 0 0
Class A Notes Principal Carryover Shortfall 0 0
Class B Notes Principal Carryover Shortfall 0 0
Class C Notes Principal Carryover Shortfall 0 0
(ix) Aggregate Purchase Amount of Receivables Repurchased by the Seller or
purchased by Servicer 0
</TABLE>
<TABLE>
(x) Delinquent Contracts Number Balance
--------------------------------------------
<S> <C> <C>
30-59 Days 176 1,801,802
60-89 Days 0 0
90 Days or More 0 0
</TABLE>
Page 27
<PAGE> 1
Exhibit 99.10
Key Auto Finance Trust 1997-2
Summary Statement to Noteholders and Certificateholders
Servicer: Key Bank USA, N.A.
Indenture Trustee: Bankers Trust Company
Owner Trustee: Chase Manhattan Bank Delaware
Collection Period: January 1, 1998 through December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A, Class B and Class C Noteholders, and Certificateholders Per $1,000 of Original
Pursuant to Section 5.6 of the Sale and Servicing Agreement Class A/Class B/Class C
Certificate Amount
------------------
<S> <C> <C>
(i) Principal Distribution
Class A-1 Note Amount 268,000,000.00 1000.0000000
Class A-2 Note Amount 132,000,000.00 1000.0000000
Class A-3 Note Amount 1,850,016.18 12.3334412
Class A-4 Note Amount 0.00 0.0000000
Class A-5 Note Amount 0.00 0.0000000
Class A-P Note Amount 28,757,738.09 0.0000000
Class B Note Amount 13,597,997.47 0.0000000
Class C Note Amount 5,193,828.02 0.0000000
Certificates Amount 2,736,993.53 0.0000000
(ii) Interest Distribution
Class A-1 Note Amount 5,110,223.90 19.0679996
Class A-2 Note Amount 6,492,382.07 49.1847127
Class A-3 Note Amount 9,150,000.00 61.0000000
Class A-4 Note Amount 9,102,000.00 61.5000000
Class A-5 Note Amount 9,487,500.00 62.5000000
Class A-P Note Amount 7,362,634.72 58.9010778
Class B Note Amount 3,854,432.37 60.5852306
Class C Note Amount 1,554,011.16 63.9510765
Certificates Amount 1,351,405.69 78.2063478
(iii) Total Pool Balance of Notes and Certificates (end of Collection Period) 627,863,426.72
(iv) Class A-1 Notes Balance (end of Collection Period) 0.00
Class A-1 Pool Factor (end of Collection Period) .0000000
Class A-2 Notes Balance (end of Collection Period) 0.00
Class A-2 Pool Factor (end of Collection Period) .0000000
Class A-3 Notes Balance (end of Collection Period) 148,149,983.92
Class A-3 Pool Factor (end of Collection Period) .9876666
Class A-4 Notes Balance (end of Collection Period) 148,000,000.00
Class A-4 Pool Factor (end of Collection Period) 1.0000000
Class A-5 Notes Balance (end of Collection Period) 151,800,000.00
Class A-5 Pool Factor (end of Collection Period) 1.0000000
Class A-P Notes Balance (end of Collection Period) 96,242,261.91
Class A-P Pool Factor (end of Collection Period) .7699381
</TABLE>
Page 28
<PAGE> 2
Exhibit 99.10 (continued)
Key Auto Finance Trust 1997-2
Summary Statement to Noteholders and Certificateholders
Servicer: Key Bank USA, N.A.
Indenture Trustee: Bankers Trust Company
Owner Trustee: Chase Manhattan Bank Delaware
Collection Period: January 1, 1998 through December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A, Class B and Class C Noteholders and Certificateholders Per $1,000 of Original
Pursuant to Section 5.6 of the Sale and Servicing Agreement Class A/Class B/Class C
Certificate Amount
------------------
<S> <C> <C>
(iv) (continued)
Class B Notes Balance (end of Collection Period) 50,022,002.53
Class B Pool Factor (end of Collection Period) .7862622
Class C Notes Balance (end of Collection Period) 19,106,171.98
Class C Pool Factor (end of Collection Period) .7862622
Certificates Balance (end of Collection Period) 14,543,006.47
Certificates Pool Factor (end of Collection Period) .8416092
(v) Basic Servicing Fee 8,501,224.58
(vi) Aggregate Net Losses 17,478,257.80
(vii) Reserve Account Balance after Giving Effect to Payments 25,110,150.62
Made on Distribution Date
Specified Reserve Account Balance after Giving Effect to Payments 25,110,150.62
Made on Distribution Date
Draws on Reserve Account 0.00
Deposits to Reserve Account 0.00
Class C Reserve Account Balance after Giving Effect to Payments 4,708,153.24
Made on Distribution Date
Class C Specified Reserve Account Balance after Giving Effect to Payments 4,708,153.24
Made on Distribution Date
Draws on Reserve Account 0.00
Deposits to Reserve Account 0.00
(viii) Class A-1 Notes Interest Carryover Shortfall 0.00 0.0000000
Class A-2 Notes Interest Carryover Shortfall 0.00 0.0000000
Class A-3 Notes Interest Carryover Shortfall 0.00 0.0000000
Class A-4 Notes Interest Carryover Shortfall 0.00 0.0000000
Class A-5 Notes Interest Carryover Shortfall 0.00 0.0000000
Class A-P 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
Certificates Interest Carryover Shortfall 0.00 0.0000000
</TABLE>
Page 29
<PAGE> 3
Exhibit 99.10 (continued)
Key Auto Finance Trust 1997-2
Summary Statement to Noteholders and Certificateholders
Servicer: Key Bank USA, N.A.
Indenture Trustee: Bankers Trust Company
Owner Trustee: Chase Manhattan Bank Delaware
Collection Period: January 1, 1998 through December 31, 1998
<TABLE>
<CAPTION>
Statement for Class A, Class B and Class C Noteholders and Certificateholders Per $1,000 of Original
Pursuant to Section 5.6 of the Sale and Servicing Agreement Class A/Class B/Class C
Certificate Amount
------------------
<S> <C> <C>
(viii) (continued)
Class A-1 Notes Principal Carryover Shortfall 0.00 0.0000000
Class A-2 Notes Principal Carryover Shortfall 0.00 0.0000000
Class A-3 Notes Principal Carryover Shortfall 0.00 0.0000000
Class A-4 Notes Principal Carryover Shortfall 0.00 0.0000000
Class A-5 Notes Principal Carryover Shortfall 0.00 0.0000000
Class A-P 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
Certificates Principal Carryover Shortfall 0.00 0.0000000
(ix) Additional Principal Distributable Amount 33,925,178.11
(x) Aggregate Purchase Amount of Receivables Repurchased by the 44,197.98
Seller or purchased by Servicer
</TABLE>
<TABLE>
<CAPTION>
(xi) Delinquent Contracts Number Balance
----------------------------------------------
<S> <C> <C>
30-59 Days 1731 $16,213,977.36
60-89 Days 453 $4,366,328.66
90 Days or More 472 $4,384,872.65
</TABLE>
Page 30
