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Previous: WOLF INDUSTRIES INC, 10-12G/A, 1997-09-26 |
Next: FT 218, 487, 1997-09-26 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the annual fiscal period ended June 30, 1997,
Commission File No. 333-06929-05
UACSC 1997-B AUTO TRUST
(Exact name of registrant as specified in its charter)
Delaware 35-1937340
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
UAC Securitization
Corporation
250 Shadeland Avenue, Suite 210 A
Indianapolis, Indiana 46219
(address of principal (zip code)
executive offices)
UAC Securitization Corporation
Registrant's telephone number including area code (317) 231-6414
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 1937 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
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
PART I
Item 1. Business.
The sole and only "business" of the Trust is the collection and
distribution of payments on the automobile and light truck receivables, in
the manner described in the Registration Statement. Accordingly, there is
no relevant information to report in response to Item 101 of Regulation
S-K.
Item 2. Properties.
The Trust does not have any physical properties. Accordingly, this
item 2 is inapplicable.
Item 3. Legal Proceedings.
There are no material pending legal proceedings involving either the
Trust, or, with respect to any Certificates or any other trust property,
involving the Trustee or the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No Votes or consents of Certificateholders are solicited during the
preceding fiscal year for any purpose.
<PAGE>
PART II
Item 5. Market Price or and Dividends on the Registrant's Equity and
Related Stockholder Matters.
There is no established public trading market for the Certificates.
As of June 30, 1997, there were fifty-two (52) registered
Certificateholders. The Trust pays no dividends. See Exhibit 99-1 and 99-2
for information with respect to distribution to Certificateholders.
Item 6. Selected Financial Data.
No financial data is required of UAC Securitization Corporation, as
Registrant (Registration Statement No. 333-06929-05 on form S-3), inasmuch
as the Registration Statement was filed for and on behalf of UACSC 1997-B
Auto Trust and, furthermore, because of UAC Securitization Corporation is
not a guarantor of any of the payments due from the Trust to
Certificateholders.
The regular monthly report form, which the Trustee is required to
include with each monthly distribution of Trust assets to
Certificateholders, sets forth for the prior calendar month, as well as
cumulatively, all of the relevant financial information required by the
applicable pooling and servicing agreement to be reportable to
Certificateholders. The UAC Securitization Corporation UACSC 1997-B Auto
Trust Monthly Servicer's Certificate Report for the month ending June 30,
1997; the Consolidated Monthly Servicer's Certificate Report for the period
ending June 30, 1997; and the December 31, 1996 and 1995 Financial
Statements of Capital Markets Assurance Corporation, the surety bond issuer
are incorporated herein by reference and attached hereto as Exhibits
(Exhibit No. 99-1, 99-2 and 99-3, respectively). The foregoing presents all
relevant financial information relating to the Trust. Because of the
limited business activity of the Trust, the Selected Financial Data
specified in Item 301 of Regulation S-K would not provide meaningful
additional information.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Because of the limited business activity of the Trust, the
presentation of Management's Discussion and Analysis of Financial Condition
and Results of Operations, as otherwise required by Item 303 of Regulation
S-K, would not be meaningful. All relevant information is contained in the
monthly statements and consolidated summary annual statement.
Item 8. Financial Statements and Supplementary Data.
As discussed above, furnishing the traditional financial information
required by Item 8 of Form 10-K would not add relevant information to that
provided by the foregoing statements.
Item 9. Disagreements with Accountants on Accounting and Financial
Disclosure.
Not applicable.
<PAGE>
PART III
Item 10. Directors and Executive Officers.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of June 30, 1997, there were a total of fifty-two (52) Registered
Certificateholders, all of whom maintained their security positions with
the Depository Trust Company. While some of these Certificateholders'
security positions in the Trust exceeded 5% of the outstanding Certificate
Balance; such securities do not constitute voting securities within the
meaning of Item 403 of Regulation S-K.
Item 13. Certain Relationships and Related Transactions.
Union Acceptance Corporation, as Servicer, and UAC Securitization
Corporation, as Class IC Certificateholder, receive payments from the Trust
in accordance with the terms of the applicable pooling and servicing
agreement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on For 8-K.
A report on Form 8-K was filed during the last quarter of the period
covered by this report on June 12, 1997. Incorporated herein and attached
hereto as Exhibit 99-1 is a copy of the Monthly Servicer's Certificate
Reports to the Trust, for the month ending June 30, 1997; as Exhibit 99-2
the Consolidated Monthly Servicer's Certificate Report for the period June
30, 1997; and as Exhibit 99-3 the December 31, 1996 and 1995 Financial
Statements of Capital Markets Assurance Corporation, the surety bond
issuer.
<PAGE>
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
Servicer of the UACSC 1997-B Auto Trust, for and on behalf of UACSC 1997-B
Auto Trust.
UACSC 1997-B Auto Trust
By: Union Acceptance Corporation, as Servicer
Date: September 25 , 1997 By: /s/ Rick A. Brown
-----------------------------------
Rick A. Brown
Vice President
<PAGE>
EXHIBIT INDEX
No. Description
4 Pooling and Servicing Agreement Respecting UACSC 1997-B Auto Trust*
99-1 UACSC 1997-B Auto Trust Monthly
Servicer's Certificate Reports:
Month Ended June 30, 1997
99-2 UACSC 1997-B Auto Trust
Consolidated Monthly Servicer's Certificate Report Period
as of June 30, 1997
99-3 Capital Markets Assurance Corporation Balance Sheet as of
December 31, 1996 and 1995 and the Related Statements of Income,
Stockholders Equity and Cash Flows for each of the years in the
three-year period ended December 31, 1996 (Incorporated by
reference from pages F-1 to F-20 of the Current Report on Form
8-K of the UACSC 1997-C Auto Trust (File #333-06929,
C1K 000100392) as filed on or about September 12, 1997).
*Incorporated by Reference to Exhibit 4 to Form 8-K filed June 12, 1997.
UACSC 97-B
UNION ACCEPTANCE CORPORATION
(Servicer)
MONTH ENDING 06/30/97
<TABLE>
<CAPTION>
PRINCIPAL BALANCE RECONCILIATION D O L L A R S NUMBERS
CLASS A-1 CLASS A-2 CLASS A-3 TOTAL CLASS A's
-------------- -------------- ------------- -------------- ------
<S> <C> <C> <C> <C> <C>
Original Principal Balance 171,750,000.00 105,500,000.00 18,508,115.97 295,758,115.97 23,132
Beginning Period Principal Balance 171,750,000.00 105,500,000.00 18,508,115.97 295,758,115.97 23,132
Principal Collections - Scheduled Payments 3,731,799.05 0.00 0.00 3,731,799.05 0
Principal Collections - Payoffs 6,633,590.27 0.00 0.00 6,633,590.27 578
Principal Withdrawal from Payahead 0.00 0.00 0.00 0.00 0
Gross Principal Charge Offs 8,025.49 0.00 0.00 8,025.49 1
Repurchases 15,037.69 0.00 0.00 15,037.69 1
Ending Balance 161,361,547.50 105,500,000.00 18,508,115.97 285,369,663.47 22,552
============== ============== ============= ============== ======
Certificate Factor 0.9395141 1.0000000 1.0000000 0.9648752
Pass Through Rate 6.370% 6.700% 6.790% 6.514%
</TABLE>
<TABLE>
<CAPTION>
CASH FLOW RECONCILIATION
<S> <C>
Principal Wired 10,390,682.19
Interest Wired 2,010,540.14
Withdrawal from Payahead Account 0.00
Repurchases (Principal and Interest) 15,356.19
Charge Off Recoveries 7.10
Interest Advances 11,951.45
Certificate Account Interest Earned 20,464.11
Spread Account Withdrawal 0.00
Class A Surety Bond Draw for Class I Interest 0.00
Class A Surety Bond Draw for Class A
Principal or Interest 0.00
Total Cash Flow 12,449,001.18
==============
TRUSTEE DISTRIBUTION (07/09/97)
Total Cash Flow 12,449,001.18
Unrecovered Advances on Defaulted Receivables 0.00
Servicing Fee (Due and Unpaid) 0.00
Interest to Class A-1 Certificateholders 577,413.96
Interest to Class A-2 Certificateholders 373,059.72
Interest to Class A-3 Certificateholders 66,325.89
Interest to Class I Certificateholders 232,293.53
Principal to Class A-1 Certificateholders 10,388,452.50
Principal to Class A-2 Certificateholders 0.00
Principal to Class A-3 Certificateholders 0.00
Surety Bond Premium 36,418.99
Interest Advance Recoveries from Payments 0.00
Unreimbursed draws on Class A's Surety
Bond for Class I Interest 0.00
Unreimbursed draws on Class A's Surety
Bond for Class A Principal or Interest 0.00
Deposit to Payahead 31,018.41
Certificate Account Interest to Servicer 20,464.11
Payahead Account Interest to Servicer 0.00
Excess 723,554.07
Net Cash 0.00
==============
Monthly Servicing Fee and the Spread Amount 1,792,196.49
==============
Servicing Fee Retained from Interest Collections 156,094.56
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SPREAD ACCOUNT RECONCILIATION
<S> <C>
Original Balance 0.00
Beginning Balance 0.00
Trustee Distribution of Excess 723,554.07
Interest Earned 0.00
Spread Account Draws 0.00
Reimbursement for Prior Spread Account Draws 0.00
Distribution of Funds to Servicer 0.00
Ending Balance 723,554.07
==============
Required Balance 3,696,976.45
FIRST LOSS PROTECTION AMOUNT RECONCILIATION
Original Balance 14,787,905.80
Beginning Balance 14,787,905.80
Reduction Due to Spread Account (723,554.07)
Reduction Due to Principal Reduction (519,422.63)
Ending Balance 13,544,929.10
==============
First Loss Protection Required Amount 13,544,929.10
First Loss Protection Fee % 2.00%
First Loss Protection Fee 23,073.40
SURETY BOND RECONCILIATION
Original Balance 295,758,115.97
Beginning Balance 295,758,115.97
Draws 0.00
Reimbursement of Prior Draws 0.00
Ending Balance 295,758,115.97
==============
Adjusted Ending Balance Based
Upon Required Balance 285,611,911.45
==============
Required Balance 285,611,911.45
PAYAHEAD RECONCILIATION
Beginning Balance 0.00
Deposit 31,018.41
Payahead Interest 0.00
Withdrawal 0.00
Ending Balance 31,018.41
==============
</TABLE>
UACSC 97-B
UNION ACCEPTANCE CORPORATION
(Servicer)
YEAR ENDING 06/30/97
<TABLE>
<CAPTION>
PRINCIPAL BALANCE RECONCILIATION D O L L A R S NUMBERS
CLASS A-1 CLASS A-2 CLASS A-3 TOTAL CLASS A's
-------------- -------------- ------------- -------------- ------
<S> <C> <C> <C> <C> <C>
Original Principal Balance 171,750,000.00 105,500,000.00 18,508,115.97 295,758,115.97 23,132
Beginning Period Principal Balance 171,750,000.00 105,500,000.00 18,508,115.97 295,758,115.97 23,132
Principal Collections - Scheduled Payments 3,731,799.05 0.00 0.00 3,731,799.05 0
Principal Collections - Payoffs 6,633,590.27 0.00 0.00 6,633,590.27 578
Principal Withdrawal from Payahead 0.00 0.00 0.00 0.00 0
Gross Principal Charge Offs 8,025.49 0.00 0.00 8,025.49 1
Repurchases 15,037.69 0.00 0.00 15,037.69 1
Ending Balance 161,361,547.50 105,500,000.00 18,508,115.97 285,369,663.47 22,552
============== ============== ============= ============== ======
Certificate Factor 0.9395141 1.0000000 1.0000000 0.9648752
Pass Through Rate 6.370% 6.700% 6.790% 6.514%
</TABLE>
<TABLE>
<CAPTION>
CASH FLOW RECONCILIATION
<S> <C>
Principal Wired 10,390,682.19
Interest Wired 2,010,540.14
Withdrawal from Payahead Account 0.00
Repurchases (Principal and Interest) 15,356.19
Charge Off Recoveries 7.10
Interest Advances 11,951.45
Certificate Account Interest Earned 20,464.11
Spread Account Withdrawal 0.00
Class A Surety Bond Draw for Class I Interest 0.00
Class A Surety Bond Draw for Class A
Principal or Interest 0.00
Total Cash Flow 12,449,001.18
==============
TRUSTEE DISTRIBUTION (07/09/97)
Total Cash Flow 12,449,001.18
Unrecovered Advances on Defaulted Receivables 0.00
Servicing Fee (Due and Unpaid) 0.00
Interest to Class A-1 Certificateholders 577,413.96
Interest to Class A-2 Certificateholders 373,059.72
Interest to Class A-3 Certificateholders 66,325.89
Interest to Class I Certificateholders 232,293.53
Principal to Class A-1 Certificateholders 10,388,452.50
Principal to Class A-2 Certificateholders 0.00
Principal to Class A-3 Certificateholders 0.00
Surety Bond Premium 36,418.99
Interest Advance Recoveries from Payments 0.00
Unreimbursed draws on Class A's Surety
Bond for Class I Interest 0.00
Unreimbursed draws on Class A's Surety
Bond for Class A Principal or Interest 0.00
Deposit to Payahead 31,018.41
Certificate Account Interest to Servicer 20,464.11
Payahead Account Interest to Servicer 0.00
Excess 723,554.07
Net Cash 0.00
==============
Monthly Servicing Fee and the Spread Amount 0.00
==============
Servicing Fee Retained from Interest Collections 156,094.56
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SPREAD ACCOUNT RECONCILIATION
<S> <C>
Original Balance 0.00
Beginning Balance 0.00
Trustee Distribution of Excess 723,554.07
Interest Earned 0.00
Spread Account Draws 0.00
Reimbursement for Prior Spread Account Draws 0.00
Distribution of Funds to Servicer 0.00
Ending Balance 723,554.07
==============
Required Balance 14,268,483.17
FIRST LOSS PROTECTION AMOUNT RECONCILIATION
Original Balance 14,787,905.80
Beginning Balance 14,787,905.80
Reduction Due to Spread Account (723,554.07)
Reduction Due to Principal Reduction (519,422.63)
Ending Balance 13,544,929.10
==============
First Loss Protection Required Amount 13,544,929.10
First Loss Protection Fee % 2.00%
First Loss Protection Fee 23,073.40
SURETY BOND RECONCILIATION
Original Balance 295,758,115.97
Beginning Balance 295,758,115.97
Draws 0.00
Reimbursement of Prior Draws 0.00
Ending Balance 295,758,115.97
==============
Adjusted Ending Balance Based
Upon Required Balance 285,611,911.45
==============
Required Balance 285,611,911.45
PAYAHEAD RECONCILIATION
Beginning Balance 0.00
Deposit 31,018.41
Payahead Interest 0.00
Withdrawal 0.00
Ending Balance 31,018.41
==============
</TABLE>
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