<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1998
Commission File Number 333-856
THE FIFTH THIRD BANK AUTO TRUST 1996-A
(Issuer with respect to the Certificates and Notes)
FIFTH THIRD BANK
(Exact name of Registrant as specified in its charter)
Ohio 31-0854434
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of principal executive offices)
Registrant's telephone number, including area code: (513) 579-5300
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 past 90 days. Yes: /X / No: / /
The registrant has no officer, director or beneficial owner of more than 10% of
equity securities to whom Section 16(a) of the Act applies and consequently Item
405 of Regulation S-K does not apply.
The registrant does not have any voting stock, has not been involved in
bankruptcy proceedings during the past five years and is not a corporate
registrant.
No documents are incorporated by reference into this Form 10-K.
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PART I
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
At December 31, 1998, CEDE & Co., as nominee of The Depository Trust
Company ("DTC"), was the registered holder of the Asset Backed Certificates
("Certificates"). There are 31 parties registered on the books of DTC as record
owners of Certificates. There is no established public market in which the
Certificates are traded.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
At December 31, 1998, the Certificates were registered in the name of
(i) Fifth Third Bank and (ii) CEDE & Co., as nominee of DTC. The books of DTC
indicate that the 11 DTC participant institutions listed below are record owners
of in excess of five percent (5%) of the Certificates issued. Only such
participants, however, know the identity of the beneficial owners of interests
in such Certificates.
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------- -------------------------------------------------- ----------------------------- -----------
<S> <C> <C> <C>
6.20% Asset Chase Manhattan Bank $70,556,000 - Principal 18.1%
Backed Certificates, 4 New York Plaza Amount of Certificates
Class A New York, New York 10004
6.20% Asset SSB-Bank Portfolio Capital Markets Division $49,500,000 - Principal 12.7%
Backed Certificates, 225 Franklin Street Amount of Certificates
Class A Boston, Massachusetts 02110
6.20% Asset Chase Manhattan Bank, Trust $47,795,000 - Principal 12.3%
Backed Certificates, 4 New York Plaza Amount of Certificates
Class A New York, New York 10004
6.20% Asset The Bank of New York $45,320,000 - Principal 11.6%
Backed Certificates, 925 Patterson Plank Road Amount of Certificates
Class A Secaucus, New Jersey 07094
6.20% Asset SSB-Custodian Global Proxy Unit $39,965,000 - Principal 9.2%
Backed Certificates, PO Box 1631 Amount of Certificates
Class A Boston, Massachusetts 02105-1631
</TABLE>
<PAGE> 3
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
(Continued)
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------- -------------------------------------------------- ----------------------------- -----------
<S> <C> <C> <C>
6.20% Asset Boston Safe Deposit & Trust Co. $31,925,000 - Principal 8.2%
Backed Certificates, Three Mellon Bank Center Amount of Certificates
Class A Pittsburgh, Pennsylvania 15259
6.20% Asset Fifth Third Bank/State Teachers Retirement $30,540,000 - Principal 7.8%
Backed Certificates, 275 East Broad Street Amount of Certificates
Class A Columbus, Ohio 43215
6.20% Asset Key Bank N. A. $30,300,000 - Principal 7.8%
Backed Certificates, 4900 Tiederman Road Amount of Certificates
Class B Brooklyn, Ohio 44144
6.35% Asset Bank of New York $3,500,000 - Principal 19.0%
Backed Certificates, 925 Patterson Plank Road Amount of Certificates
Class B Secaucus, New Jersey 07094
6.35% Asset Bankers Trust Company $1,500,000 - Principal 8.2%
Backed Certificates, 648 Grassmere Park Drive Amount of Certificates
Class B Nashville, Tennessee 37211
6.35% Asset Chase Manhattan Bank, Trust $1,500,000 - Principal 8.2%
Backed Certificates, 4 New York Plaza Amount of Certificates
Class B New York, New York 10004
</TABLE>
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibit 20 - Monthly Servicing Report for December 1998
(b) Reports on Form 8-K. During the fourth quarter of 1998, the Servicer,
on behalf of the Issuer, filed reports on Form 8-K on October 22, 1998,
November 16, 1998 and December 18, 1998
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15 (d) of the Act by Registrants Which Have Not Registered Securities Pursuant
to Section 12 of the Act: None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the Issuer and in the
capacities and on the dates indicated.
March 31, 1999 FIFTH THIRD BANK AUTO TRUST 1996-A
(Issuer with respect to the Certificates and Notes)
By: FIFTH THIRD BANK
(Originator and the Issuer and Registrant)
By: /s/Roger W. Dean
--------------------------------
Roger W. Dean
Senior Vice President & Controller
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EXHIBIT 20
FIFTH THIRD BANK AUTO RECEIVABLES TRUST 1996-A
Monthly Statement to Certificateholders
Servicer: The Fifth Third Bank
Trustee: Harris Trust and Savings Bank
<TABLE>
<CAPTION>
Collection Period: 1-Dec-98 31-Dec-98
Distribution Date: 15-Jan-99
Per $1,000 of
Original
Statement for Class A and Class B Certificateholders Pursuant Class A/Class B
to Section 4.7 of the Pooling and Servicing Agreement Certificate Amount
------------------
<S> <C> <C>
(i) Principal Distribution
Class A Certificate Amount $ 4,757,361.57 $ 12.19816542
Class B Certificate Amount $ 224,168.87 $ 12.19767494
(ii) Interest Distribution
Class A Certificate Amount $ 332,195.22 $ 0.85176882
Class B Certificate Amount $ 16,035.79 $ 0.87255360
(iii) Servicing Fee $ 56,105.20 $ 0.13738334
(iv) Class A Certificate Balance (after principal distributions) $ 59,538,488.19
Class A Pool Factor (after principal distributions) 0.1526603
Class B Certificate Balance (after principal distributions) $ 2,806,217.48
Class B Pool Factor (after principal distributions) 0.1526944
(v) Total Pool Balance (end of Collection Period) $ 62,344,705.67
Current Period Cumulative
---------------- ----------------
(vi) Defaulted Receivables $ 106,762.90 $ 13,380,630.11
Liquidation Proceeds 188,526.97 7,157,562.07
================ ================
Aggregate Net Losses $ (81,764.07) $ 6,223,068.04
================ ================
(vii) Aggregate Principal Balance of Receivables
Repurchased by Seller or Servicer:
Principal Portion $ --
Interest Portion $ --
(viii) Class A Interest Carryover Shortfall $ --
Class B Interest Carryover Shortfall $ --
Class A Principal Carryover Shortfall $ --
Class B Principal Carryover Shortfall $ --
(ix) Reserve Account Balance (after giving effect to payments made
on the Distribution Date) $ 6,125,764.72
(x) Specified Reserve Account Balance (after giving effect to payments
made on the Distribution Date) $ 6,125,764.72
</TABLE>
