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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1998
333-22327
(Commission File No.)
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)
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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 Distribution Finance, Inc. (formerly known as
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
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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:
99.1 Annual Statement as to Compliance
99.2 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
1998, including the Servicer's Certificate for each due period provided to
Bankers Trust Company, as Trustee.
Date of Reports on Form 8-K
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January 15, 1998
February 17, 1998
March 16, 1998
April 15, 1998
May 15, 1998
June 15, 1998
July 15, 1998
August 17, 1998
September 15, 1998
October 15, 1998
November 16, 1998
December 15, 1998
(c) The exhibits filed as a part of this report are listed in the Index to
Exhibits on Page 5
(d) Not applicable.
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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 31, 1999 By: /s/SUZANNE CASTLEBERRY
Name: Suzanne Castleberry
Title: Vice President
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Exhibit 99.1
NATIONSCREDIT DISTRIBUTION FINANCE, INC.
ANNUAL OFFICER CERTIFICATE
NationsCredit Grantor Trust 1997-1
The undersigned certifies that he is a Senior Vice President 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 January 31, 1998 up to and including December 31, 1998 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 throughout
the past year up to and including December 31, 1998.
IN WITNESS WHEREOF, I have affixed hereto my signature this the 31st day of
March, 1999.
By: /s/CHRISTOPHER SPOENEMAN
Christopher Spoeneman
Senior Vice President
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Exhibit 99.2
LOAN SERVICING REPORT OF INDEPENDENT ACCOUNTANTS
March 31, 1999
To the Board of Directors of
NationsCredit Distribution Finance, Inc.
We have examined management's assertion about NationsCredit Distribution
Finance, Inc.'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, 1998 included in
the accompanying management assertion. Management is responsible for
NationsCredit Distribution Finance, Inc.'s compliance with those requirements.
Our responsibility is to express an opinion on management's assertion about
NationsCredit Distribution Finance, Inc.'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 Distribution Finance,
Inc.'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 Distribution Finance, Inc.'s
compliance with specified requirements.
In our opinion, management's assertion that NationsCredit Distribution Finance
complied with the aforementioned sections of the Agreement for the year ended
December 31, 1998 is fairly stated, in all material respects.
/s/ PRICEWATERHOUSE COOPERS LLP
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March 12, 1999
PricewaterhouseCoopers LLP
NationsBank Corporate Center
Suite 5400
100 North Tryon Street
Charlotte, NC 28202
Dear Sirs:
As of and for the year ended December 31, 1998, NationsCredit Distribution
Finance, Inc. 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/ MICHAEL PARKS
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Michael Parks, SVP
NationsCredit Distribution Finance, Inc.
/s/ CHRISTOPHER SPOENEMAN
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Christopher Spoeneman, SVP
NationsCredit Distribution Finance, Inc.
/s/ SUZANNE CASTLEBERRY
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Suzanne Castleberry, VP
BankAmerica Corporation
