NATIONSCREDIT GRANTOR TRUST 1997-1
10-K, 1998-04-29
ASSET-BACKED SECURITIES
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<PAGE> 
                  SECURITIES AND EXCHANGE COMMISSION 
 
                         Washington, D.C. 20549 
 
                            _______________ 
                               FORM 10-K 
 
                             CURRENT REPORT 
 
             Annual Report Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934 
 
                For the fiscal year ended December 31, 1997 
 
                               333-22327 
                               --------- 
                            (Commission File) 
 
 
                     NATIONSCREDIT GRANTOR TRUST 1997 - 1 
                     ------------------------------------
              (Exact name of registrant as specified in charter) 
 
Delaware                     				                    	     75-2655744
- --------                                                   ---------- 
(State or other jurisdiction                               (IRS Employer
of incorporation or organization)				                    		Identification No.) 
 
          225 E. John Carpenter Freeway, Irving Texas  75062-2731 
          -------------------------------------------------------
          (Address of principal executive offices)     (Zip Code) 
 
      Registrant's telephone number, including area code  (972) 506-5026  
 
         Securities registered pursuant to section 12(g) of the Act: 
                6.75% Marine Receivable-Backed Certificates 
                            (Title of Class) 
 
    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 pas 90 days. 
                              (X) yes					(  ) no 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K (229.405 of this chapter) is not contained herein, and will 
not be contained, to the best of 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> 
 
                                   PART I 
                                   ------ 
Item 1. Business. 
        ---------
       	The NationsCredit Grantor Trust 1997-1 (the "Trust") was formed 
        pursuant to a Pooling and Servicing Agreement (the "Pooling and 
        Servicing Agreement") dated as of April 30, 1997 among NationsCredit 
        Securitization Corporation (the "Seller"), NationsCredit Commercial 
        Corporation of America, as Servicer (the "Servicer") and Bankers Trust 
        Company, as trustee (the "Trustee").  The Trust's only business is to
        act as a passive trust to permit investment in a pool of retail 
        installment sales contracts. 
 
Item 2.  Properties. 
         ----------- 
        	The assets of the Trust include a pool of marine retail installment 
         sales contracts (the "Receivables"), the security interests in the 
         collateral securing the Receivables and  certain other property more 
         specifically set forth in the Pooling and Servicing Agreement. 
 
Item 3.  Legal Proceedings. 
         ------------------ 
	        There are no pending legal proceedings with respect to the Trustee 
         involving the Trust, Bankers Trust Company, as Trustee, or 
         NationsCredit Distribution Finance, Inc., as Servicer. 
 
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. 
        ----------------------------------------------------------------------
        (a)   Market Information.  There is no established public trading 
              market for the Certificates. 

        (b)   Holders.  Since each of the Certificates was issued in book 
              entry form only, there is only one holder of record of the 
              Certificates.  See Item 12 below. 

        (c)   Dividends. Not applicable. 
 
 
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. 
          ---------------------------------------------------------------
         	The Certificates are represented by one or more Certificates 
          registered in the name of Cede & Co., the nominee of  The Depository 
          Trust Company ("DTC"). An investor holding an interest in the Trust 
          is not entitled to receive a Certificate representing such interest 
          except in limited circumstances.  Accordingly, Cede & Co. is the 
          sole holder of record of the Certificates, which it holds on behalf
          of brokers, dealers, banks and other participants in the DTC system.
          Such participants may hold Certificates for their own accounts or 
          for the accounts of their customers.  The address of Cede & Co. is  
                              				Cede & Co. 
                              				c/o The Depository Trust Company 
                              				Attention: Proxy Department 
                              				Seven Hanover Square 
                              				New York, New York  10004 
 
<PAGE> 

Item 13.  Certain Relationships and Related Transactions. 
          ----------------------------------------------- 
         	None. 
 
                                PART IV 
                                -------
Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8K. 
          ----------------------------------------------------------------
          (a)     1.  Not applicable. 
                  2.  Not applicable. 
                  3.  Exhibits: 
                      99.4  Annual Statement as to Compliance 
                      99.5  Report of Independent Accountants 
 
           (b)    Reports on Form 8-K 
 
 
 
   		NationsCredit Grantor Trust 1997-1 filed a Current Report on Form 8-K 
pursuant to Items 5 and 7 for the following monthly distribution dates during 
1997, including the Servicer's Certificate for each due period provided to 
Bankers Trust Company, as Trustee. 
 
                     Date of Reports on Form 8-K 
                     ---------------------------
                              May, 1997 
                             June, 1997 
                             July, 1997 
                           August, 1997 
                        September, 1997 
                          October, 1997 
                         November, 1997 
                         December, 1997 
     
(c)   The exhibits filed as a part of this report are listed in the Index to 
      Exhibits on Page 5 

(d)   Not applicable. 
 
 
<PAGE> 
 
 
                               SIGNATURES 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, as ammended, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized. 
 
                  NATIONSCREDIT GRANTOR TRUST 1997 - 1
                            (Registrant) 
 
                         By:  NationsCredit Commercial Corporation of America,
                              as Servicer of 
                              NationsCredit Grantor Trust 1997 - 1 
 
Date:  March 30, 1998    By:  /s/ LAWRENCE ANGELILLI  
                             -----------------------
                         Name:    Lawrence Angelilli 
                         Title:   Vice President 
 




<PAGE> 
 
                                                                  Exhibit 99.1 
 
 
                NATIONSCREDIT DISTRIBUTION FINANCE, INC. 
                      ANNUAL OFFICER CERTIFICATE 
  
                  NationsCredit Grantor Trust 1997-1 
                  ----------------------------------
 
The undersigned certifies that he is the Vice President-Treasurer of 
NationsCredit Distribution Finance, Inc., a Georgia corporation (the 
"Servicer"), and that as such he is duly authorized to execute and deliver 
this certificate on behalf of the Servicer pursuant to Section 13.10 of the 
Pooling and Servicing Agreement dated as of April 30, 1997 among NationsCredit 
Securitization Corporation, NationsCredit Commercial Corporation and Bankers 
Trust Company (the 'Agreement') and further certifies that ( I ) a review of 
the activities of the Servicer during the period April 30, 1997 up to and 
including December 31, 1997 and of its performance under the Agreement has 
been made and (ii) based on such review, the Servicer has fulfilled all of its
obligations under the Agreement during the period April 30, 1997 up to and 
including December 31, 1997. 
 
IN WITNESS WHEREOF, I have affixed hereto my signature this the 30th day of 
March, 1998. 
 
 
 
	                                   By: /s/ LAWRENCE ANGELILLI 
                                        ----------------------
                                          		Lawrence Angelilli  
                                            Vice President-Treasurer 
 
 
                             Page 1 of 1 
 <PAGE>
 
                                                                  Exhibit 99.2 
 
                       ON PRICE WATERHOUSE LETTERHEAD 
 
 
               Loan Servicing Report of Independent Accountants 
 
March 27, 1998 
 
To the Board of Directors of 
NationsCredit Commercial Corporation 
 
 
We have examined management's assertion about NationsCredit Commercial 
Corporation's compliance with the servicing requirements outlined in sections 
12.3, 13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 of the Pooling and Servicing 
Agreement dated April 30, 1997 (the "Agreement") for the NationsCredit Grantor 
Trust 1997-1 securitization during the year ended December 31, 1997 included 
in the accompanying management assertion.  Management is responsible for 
NationsCredit Commercial Corporation's compliance with those requirements.  
Our responsibility is to express an opinion on management's assertion about 
NationsCredit Commercial Corporation's compliance based on our examination. 
 
Our examination was made in accordance with standards established by the 
American Institute of Certified Public Accountants and, accordingly, included 
examining, on a test basis, evidence about NationsCredit Commercial 
Corporation's compliance with those requirements and performing such other 
procedures as we considered necessary in the circumstances.  We believe that 
our examination provides a reasonable basis for our opinion.  Our examination 
does not provide a legal determination on NationsCredit Commercial 
Corporation's compliance with specified requirements.  
 
In our opinion, management's assertion that NationsCredit Commercial 
Corporation complied with the aforementioned sections of the Agreement for the 
year ended December 31, 1997 is fairly stated, in all material respects. 
 
 
 
 
/s/ PRICE WATEHOUSE LLP 
    
                                  Page 1 of 4 

<PAGE> 


                         ON NATIONCREDIT LETTERHEAD 
 
 
March 27, 1998 
 
Price Waterhouse LLP 
NationsBank Corporate Center 
Suite 5400 
100 North Tryon Street 
Charlotte, NC 28202 
 
Dear Sirs: 
 
As of and for the year ended December 31, 1997, NationsCredit Commercial 
Corporation has complied in all material respects with the servicing 
requirements outlined in sections 12.3, 13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 
of the Pooling and Servicing Agreement dated April 30, 1997 for the 
NationsCredit Grantor Trust 1997-1 securitization. 
 
 
 
 
/s/ MIKE PARKS 
- --------------
Mike Parks, SVP 
NationsCredit Commercial Corporation 
 
 
 
/s/ DAVE DISTEL 
- ---------------
Dave Distel, SVP 
NationsCredit Commercial Corporation 
 
 
 
/s/ LAWRENCE ANGELILLI 
- ----------------------
Lawrence Angelilli, Treasurer 
NationsCredit Corporation 
 
                                   Page 2 of 4 
 
<PAGE>

                          ON NATIONSCREDIT LETTERHEAD 
 
March 27, 1998 
 
 
Price Waterhouse LLP 
NationsBank Corporate Center 
Suite 5400 
100 North Tryon Street 
Charlotte, NC 28202 
 
Ladies and Gentlemen: 
 
In connection with the examination performed by you as required by section 
13.11 of the Pooling and Servicing Agreement for the NationsCredit Grantor 
Trust 1997-1 securitization dated as of April 30, 1997 (the "Agreement"), 
between NationsCredit Commercial Corporation of America (the "Company"), as 
Servicer, NationsCredit Securitization Corporation, as Depositor, and Bankers 
Trust Company, as Trustee and Collateral Agent, as of and for the year ended 
December 31, 1997, we confirm to the best of our knowledge and belief, the 
following representations made to you during the performance of your 
examination: (NOTE: Capitalized terms used within this letter without 
definition shall have the meanings assigned in the Agreement.) 
 
1.  We acknowledge management's responsibility for complying with all sections 
    related to servicing the Receivables held by the Trust. 
 
2.  We have performed an evaluation of the Company's compliance with 12.3, 
    13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 of the Agreement. 
 
3.  As of and for the year ended December 31, 1997, the Company has complied 
    with the aforementioned sections of the Agreement 
 
4.  We are not aware of (a) any irregularities involving management or 
    employees who have significant roles in the system of internal accounting 
    control, or any irregularities involving other employees that could have a
    material effect on the Agreement, or (b) any violations or [NC1]possible
    violations of laws or regulations the effects of which should be 
    considered for disclosure in your report.  We have complied with all  
    aspects of the Agreement.  

5.  We have made available to you all financial records and documentation 
    related to compliance with the specified requirements. 
 
6.  We have disclosed any communications from regulatory agencies, internal 
    auditors, and other practitioners concerning possible noncompliance with 
    the specified requirements, including communications through March 27, 
    1998. 
 
7.  We acknowledge management's responsibility for establishing and 
    maintaining an effective internal control structure over compliance. 


                         		Page 3 of 4 
<PAGE>

8.  We have disclosed to you any known noncompliance with the aforementioned 
    sections of the Agreement. 
 
9.  We have disclosed to you any known noncompliance occurring through 
    March 27, 1998. 
 
10. All investments were Permitted Investments as of and for the year ended 
    December 31, 1997. 
 
11. All deposits to the Collection Account as of and for the year then ended 
    December 31, 1997, were made in accordance with section 14.2 of the 
    Agreement.  

12. We are not aware of any events that would be considered Events of Default
    as defined in section 18.1 of the Agreement. 
 
 
 
/s/ MIKE PARKS 
- --------------
Mike Parks, SVP 
NationsCredit Commercial Corporation 
 
 
 
/s/ DAVID DISTEL 
- ----------------
David Distel, SVP 
NationsCredit Commercial Corporation 
 
 
 
/s/ LAWRENCE ANGELILLI 
- ----------------------
Lawrence Angelilli, Treasurer 
NationsCredit Corporation 
 
 
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