UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (Fee Required)
1997
For the fiscal year ended_________________
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934(No fee Required)
For the transition period from_______________________ to_______________________
Commission File Number: 333-33471
Onyx Acceptance Grantor Trust 1997-3
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(Issuer with respect to Certificates)
Onyx Acceptance Financial Corporation
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Exact name of registrant as specified in its charter)
Delaware 33-0639768
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(State or other jurisdiction I.R.S. Employer I.D.
of incorporation or organization)
8001 Irvine Center Drive, 5th Floor, Irvine, CA. 92618
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(Address of principal executive offices) Zip Code
714-753-1191
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
.....................None....................None.........................
..........................................................................
.....................................................................
Securities registered pursuant to Section 12(g) of the Act.
......None..
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preced
ing 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. [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 [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405). None
Applicable only to corporate registrants:
Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date: None
Documents incorporated by reference. 8-K's described herein under Item 14(b) of
this Annual Report on Form 10-K.
PART I
Item 1. Business.
Onyx Acceptance Financial Corporation ("Finco") established
the Onyx Acceptance Grantor Trust 1997-3 (the "Trust") as of September 12, 1997
pursuant to a Pooling and Servicing Agreement (the "Agreement") among the Finco,
Onyx Acceptance Corporation, as Servicer (the"Servicer") and Bankers Trust
Company of New York as Trustee (the"Trustee"). Pursuant to the Agreement, the
Trust issued Auto Loan Pass-Through Certificates in the initial principal amount
of $149,600,000. The property of the Trust includes, among other things, a pool
of motor vehicle retail installment sales contracts (the "Contracts"), secured
by new and used automobiles financed thereby, certain monies due thereunder from
and after September 1, 1997 (the"Cut-Off Date") in the vehicles financed thereby
(the "Financed Vehicles") and certain other property in exchange for
certificates representing fractional undivided interests in the Trust (the
"Certificates") which were sold to the public in an underwritten offering.
Simultaneously with the issuance of the Certificates, Finco sold and assigned to
the Trustee for the Trust without recourse, all of Finco's interest in Contracts
with an Aggregate Scheduled Balance as of the Cutoff Date of $149,600,000
(hereinafter referred to as the "Contracts"), the proceeds thereof and certain
other assets of the Trust. The Servicer services the Contracts pursuant to the
Agreement and is compensated for acting as the Servicer. In order to facilitate
its servicing functions and minimize administrative burden and expenses, Onyx,
as servicer, retains title to the Financed Vehicles but the Contracts and
certain documents related thereto are delivered to the Trustee.
Item 2. Properties.
The property of the Trust includes the Contracts purchased by
Onyx pursuant to the dealer agreements, from automobile dealerships with which
Onyx has relationships and , in general, all payments due under the Contracts on
or after September 1, 1997. Immediately upon acquisition, the Contracts were
sold by Onyx to Finco pursuant to a Sale and Servicing Agreement dated September
8, 1994 (the "Purchase Agreement"). The Contracts were then sold by Finco to the
Trust pursuant to the Agreement. The property of the Trust also includes (i)
certain documents relating to the Contracts, (ii) certain monies due under the
Contracts on and after the Cut-Off Date (iii) security interests in the Financed
Vehicles and the right to receive proceeds from claims on certain insurance
policies covering the Financed Vehicles or the obligors under each related
Contract and the right to proceeds under a certain blanket insurance policy
maintained by Onyx, (iv) all amounts on deposit in the collection account
including all eligible investments credited thereto, (v) the benefits of an
irrevocable principle/interest surety bond issued by Capital Markets Assurance
Corporation, (vi) the rights of Finco to cause Onyx to repurchase certain
contracts under certain circumstances, (vii) all proceeds of the foregoing.
The Contracts were purchased by Onyx in the normal course of
business in accordance with Onyx's underwriting standards, which emphasize the
obligor's ability to pay and creditworthiness, as well as the asset value of the
Financed Vehicle.
As of December 31, 1997 the pool consisted of the following
number of Contracts with the following delinquency characteristics:
Delinquency Experience of Contracts as of December 31, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Dollars No. %(1)
Outstandings............................... $133,567,163 11896
Delinquencies 30-59 days(2)(3)........... $ 2,143,357 179 1.60
Delinquencies 60 and over(2)(3)..... $ 1,196,000 127 1.05
(1) As a percent of amount of contracts outstanding
(2) Delinquencies include principal amounts only
(3) The period of delinquency is based on the number of days
payments are contractually past due
</TABLE>
Additional information concerning the pool balance, payment of
principal and interest, prepayments, the servicing fee, the weighted average
maturity and seasoning, the pool factor, and other information relating to the
pool of Contracts may be obtained in the monthly reports provided to the Trustee
by Onyx as Servicer. (See Exhibit 19.1 attached hereto)
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
Securityholders Matters.
There are eight securityholders of record (DTC) as of March
1998. There is no established public trading market for the securities.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
.
Part IV
Item 14. Exhibits , Financial Statement Schedules, and Reports on Form 8-K
(a) 2 Exhibits
<TABLE>
<CAPTION>
<S> <C> <C>
Designation Description Method of Filing
Exhibit 3.1 Certificate of Previously filed
Incorporation
Exhibit 3.2 Bylaws of Corporation Previously filed
Exhbit 4.1 Pooling and Servicing
Agreement Previously filed
Exhibit 19.1 Selected Information Filed with this Report
relating to Contracts
Exhibit 20.1 Report of Accountant Filed with this Report
relative to Servicing
</TABLE>
(b) Reports on Form 8-K
Reports on Form 8-K were filed on behalf of the Onyx
Acceptance Grantor Trust 1997-3 beginning in the month following creation of
the Trust. Below listed is the date of each filing, the items reported and any
financial statements filed.
Form 8-K dated October 21, 1997. Item 5 providing
the Distribution Date Statement forDistribution Date of October 15, 1997. No
financial statements.
Form 8-K dated November 26, 1997. Item 5 providing
the Distribution Date Statement for Distribution Date of November 15, 1997.
No financial statements.
Form 8-K dated December 26, 1997. Item 5 providing
the Distribution Date Statement for Distribution Date of December 15, 1997.
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 registrant and in
the capacities and on the dates indicated.
Onyx Acceptance Grantor Trust 1997-3
(Issuer with respect to Certificates)
Onyx Acceptance Financial Corporation
(Originator of the Trust and Registrant)
REGAN E. KELLY March 30, 1998
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By: Regan E. Kelly Date
Director and Executive Vice President
Onyx Acceptance Financial Corporation
Exhibit 19.1
Selected Information Related to the Contracts
<TABLE>
<CAPTION>
<S> <C> <C>
Original Pool Balance as of September 12, 1997..................................$149,600,000.
Pool Balance Factor as of September 12, 1997...............................................1.00.
Pool Balance as of December 31, 1997............................................$133,567,163.
Pool Balance Factor as of December 31, 1997................................................0.8928
</TABLE>
Exhibit 20.1
Report of Accountant Relative to Servicing
REPORT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Onyx Acceptance Corporation
We have examined management's assertion that, as of December 31, 1997, Onyx
Acceptance Corporation maintained effective internal control over the servicing
of motor vehicle installment sale contracts for the Onyx Acceptance Grantor
Trust 1994-1, Onyx Acceptance Grantor Trust 1995-1, Onyx Acceptance Grantor
Trust 1996-1, Onyx Acceptance Grantor Trust 1996-2, Onyx Acceptance Grantor
Trust 1996-3, Onyx Acceptance Grantor Trust 1996-4, Onyx Acceptance Grantor
Trust 1997-1, Onyx Acceptance Grantor Trust 1997-2, Onyx Acceptance Grantor
Trust 1997-3 and Onyx Acceptance Grantor Trust 1997-4.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control over the loan servicing
process, 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 inherent limitations in any internal control, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control over the loan servicing process to future
periods are subject to the risk that the internal control may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies and procedures may deteriorate.
In our opinion, management's assertion that Onyx Acceptance Corporation
maintained effective internal control over the servicing of motor vehicle
installment sale contracts for Onyx Acceptance Grantor Trust 1994-1, Onyx
Acceptance Grantor Trust 1995-1, Onyx Acceptance Grantor Trust 1996-1, Onyx
Acceptance Grantor Trust 1996-2, Onyx Acceptance Grantor Trust 1996-3, Onyx
Acceptance Grantor Trust 1996-4, Onyx Acceptance Grantor Trust 1997-1, Onyx
Acceptance Grantor Trust 1997-2, Onyx Acceptance Grantor Trust 1997-3 and Onyx
Acceptance Grantor Trust 1997-4 as of December 31, 1997, is fairly stated, in
all material respects, based upon criteria established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) as described in
Internal Control--Integrated Framework.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
March 20, 1998
March 20, 1998
Coopers & Lybrand L.L.P.
4675 MacArthur Court, Suite 1600
Newport Beach, California 92660
Ladies and Gentlemen:
Assertion by Onyx Acceptance Corporation
Onyx Acceptance Corporation services the motor vehicle installment sale
contracts for the Onyx Acceptance Grantor Trust 1994-1, Onyx Acceptance Grantor
Trust 1995-1, Onyx Acceptance Grantor Trust 1996-1, Onyx Acceptance Grantor
Trust 1996-2, Onyx Acceptance Grantor Trust 1996-3, Onyx Acceptance Grantor
Trust 1996-4, Onyx Acceptance Grantor Trust 1997-1, Onyx Acceptance Grantor
Trust 1997-2, Onyx Acceptance Grantor Trust 1997-3, and Onyx Acceptance Grantor
Trust 1997-4. Onyx Acceptance Corporation maintained effective internal control
over the loan servicing for the Onyx Acceptance Grantor Trust 1994-1, Onyx
Acceptance Grantor Trust 1995-1, Onyx Acceptance Grantor Trust 1996-1, Onyx
Acceptance Grantor Trust 1996-2, Onyx Acceptance Grantor Trust 1996-3, Onyx
Acceptance Grantor Trust 1996-4, Onyx Acceptance Grantor Trust 1997-1, Onyx
Acceptance Grantor Trust 1997-2, Onyx Acceptance Grantor Trust 1997-3, and Onyx
Acceptance Grantor Trust 1997-4 as of December 31, 1997, based upon criteria
established by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) as described in Internal Control -- Integrated Framework.
JOHN W. HALL
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John W. Hall
Chief Executive Officer
DON P. DUFFY
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DonP. Duffy
Chief Financial Officer
CHARLIE ADAMS
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Charlie Adams
Director of Technology
