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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-38681
Banc One Auto Grantor Trust 1997-B
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(Issuer with respect to the Certificates)
Bank One, Texas, N.A.
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(Exact name of registrant as specified in its charter)
United States 75-2270994
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(State or other jurisdiction {I.R.S. Employer
of incorporation or organization) Identification No.)
150 East Campus View, Columbus, OH 43235
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(Address of principal executive offices, zip code)
Registrant's telephone number, including area code:(614) 248-3718
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Securities Registered pursuant to Section 12(b) of the Act: None
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Securities Registered pursuant to Section 12(g) of the Act: None
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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 Issuer 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 Issuer 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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<PAGE>
This Annual Report on Form 10-K is filed in accordance with a no-action letter
dated August 16, 1995 issued by the Office of Chief Counsel, Division of
Corporation Finance of the Securities and Exchange Commission, to Bank
One, Texas, N.A., as originator and servicer of Banc One Auto Trust 1995-A.
Consistent with such no-action letter, certain items have been omitted from or
modified in this Annual Report on Form 10-K.
PART I
Item 1. Business
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Omitted.
Item 2. Properties
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The property of Banc One Auto Grantor Trust 1997-B (the
"Trust") consists of certain motor vehicle retail installment
sale contracts secured by new or used automobiles, vans or
light duty trucks. Information regarding the property of the
Trust and the activities of Bank One, Texas, N.A., as Servicer
(the "Servicer"), during the year ended December 31, 1998 is
contained in (i) the Annual Servicer's Certificate filed as
Exhibit 99.1 hereto and (ii) the Annual Statement prepared by
the Servicer and filed as Exhibit 99.2 hereto.
Item 3. Legal Proceedings
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Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of security holders during
1998.
PART II
Item 5. Market for Registrant's Common Equity and Related
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Stockholder Matters
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Investor Certificates are held and delivered in book-entry
form through the facilities of the Depository Trust Company
("DTC"), a clearing agency registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Certificates are held by Cede & Co, the
nominee of DTC.
Page 2
<PAGE>
The records of DTC indicate that, at December 31, 1998, there
were: (i) thirty-two (32) DTC Participants holding a position
in the 6.29% Class A Asset Backed Certificates, Series 1997-B;
and (ii) three (3) DTC Participants holding a position in the
6.46% Class B Asset Backed Certificates, Series 1997-B. There
is no established public market in which the Certificates are
traded.
Item 6. Selected Financial Data
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Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition
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and Results of Operations
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BANK ONE CORPORATION ("BANK ONE"), the parent corporation of
Bank One, Texas, N.A. (the "Bank"), continues to execute
project plans established by its predecessor companies to
assure Year 2000 readiness. Project costs are estimated to
reach $350 million over the life of the project. Year 2000
costs incurred through year-end 1998 were approximately $235
million.
The inventory and assessment phase has been completed for all
information and non-information technology. At December 31,
1998, 87% of BANK ONE's affected information technology
applications were tested and returned to production. BANK ONE
expects that all information technology applications, systems
and equipment will be Year 2000 compliant by mid-1999. Ongoing
facilities and equipment improvements are expected to result
in Year 2000 readiness for non-information systems technology
by mid-1999.
Year 2000 readiness is highly dependent on external entities
and is not limited to operating risk. BANK ONE is working
extensively with external entities to ensure that their
systems will be Year 2000 compliant; however, BANK ONE bears
risk and could be adversely affected if outside parties, such
as customers, vendors, utilities and government agencies, do
not appropriately address Year 2000 readiness issues. In
addition, BANK ONE may have increased credit risk related to
customers whose ability to repay debt is impaired due to Year
2000 readiness costs or risk or whose collateral becomes
impaired due to lack of Year 2000 readiness.
Detailed contingency plans exist for critical business system
applications to mitigate potential problems or delays
associated with systems replacements or vendor delivery dates.
Critical business processes have been identified, and the most
reasonable recovery strategies have been selected. Contingency
plans have been documented and validated for effectiveness.
BANK ONE will continue to review and validate the scope and
content of its contingency plans throughout 1999.
Page 3
<PAGE>
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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Omitted.
Item 8. Financial Statements and Supplementary Data
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Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting
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and Financial Disclosure
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None.
PART III
Item 10. Directors and Executive Officers of the Registrant
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Omitted.
Item 11. Executive Compensation
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Omitted.
Page 4
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
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At December 31, 1998, the Certificates were registered in the
name of Cede & Co., as nominee of DTC. The records of DTC
indicate that, at December 31, 1998, there were nine (9) DTC
Participants holding positions in excess of five (5) percent
of any class of outstanding Certificates. Such persons are
described in the table below:
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Ownership Percent
Title of Class Beneficial Owners $(000's) of Class
- -------------- ----------------- -------------------- --------
<S> <C> <C> <C>
6.29% Class A Asset Bank of New York (The) $122,355 21.37%
Backed Certificates 925 Patterson Plank Road
Series 1997-B Secaucus, NJ 07094
Boston Safe Deposit and Trust Company $32,600 5.69%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $160,625 28.05%
4 New York Plaza, 13th Floor
New York, NY 10004
Northern Trust Company (The). $50,595 8.84%
801 S. Canal C-IN
Chicago, IL 60607
PNC Bank, National Association $30,280 5.29%
1835 Market Street
11 Penn Center, 15th Floor
Philadelphia, PA 19103
</TABLE>
Page 5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
State Street Bank and Trust $79,550 13.89%
Company
Global Corp. Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 02105-1631
6.40% Class B Asset Bank of New York (The) $20,000 54.72%
Backed Certificates 925 Patterson Plank Road
Series 1997-B Secaucus, NJ 07094
Mercantile Bank of St. Louis $5,000 13.68%
National Association Bond
P.O. Box 349
St. Louis, MO 63166
SSB - Bank Portfolio $11,547 31.60%
225 Franklin Street
Boston, MA 02110
</TABLE>
Item 13. Certain Relationships and Related Transactions
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None.
Page 6
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
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Form 8-K
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(b) Reports on Form 8-K
(i) Reports on Form 8-K containing the monthly statements
and other information reflecting the Trust's
activities:
Dated: Items Reported:
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February 20, 1998 5 and 7
March 20, 1998 5 and 7
April 20, 1998 5 and 7
May 20, 1998 5 and 7
June 22, 1998 5 and 7
July 20, 1998 5 and 7
August 20, 1998 5 and 7
September 21, 1998 5 and 7
October 20, 1998 5 and 7
November 20, 1998 5 and 7
December 21, 1998 5 and 7
January 20, 1999 5 and 7
(c) Exhibits. The following documents are filed as part of this
Annual Report on Form 10-K.
99.1 Annual Servicer's Certificate
99.2 Annual Statement
99.3 Independent Accountants' Report of Arthur
Andersen LLP on Management's Assertions
Page 7
<PAGE>
SIGNATURE
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.
Date: March 25, 1999
Banc One Auto Grantor Trust 1997-B
By: Bank One, Texas, N.A., as Servicer,
on behalf of the Trust
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
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.
No annual report, proxy statement, form of proxy or other proxy soliciting
material has been sent to Certificateholders during the period covered by this
Annual Report on Form 10-K and the Registrant does not intend to furnish such
materials to Certificateholders subsequent to the filing of this report.
Page 8
<PAGE>
INDEX OF EXHIBITS
Exhibit Description Page
- ------- ----------- ----
99.1 Annual Servicer's Certificate 10
99.2 Annual Statement 11
99.3 Independent Accountants' Report of 12-13
Arthur Andersen LLP on Management's
Assertions
Page 9
Exhibit 99.1
BANK ONE, TEXAS, N.A.
Annual Officer's Certificate of the Servicer
Banc One Auto Grantor Trust 1997-B
The undersigned, a duly authorized representative of Bank One, Texas, N.A,
as Servicer (the "Servicer"}, pursuant to Section 3.10 of the Pooling and
Servicing Agreement dated as of December 1, 1997 (the "Agreement") between the
Servicer and Bankers Trust Company, as trustee (the "Trustee"), does hereby
certify as follows:
(1) All terms used herein that are defined in the Agreement shall have
the meanings provided in the Agreement, unless otherwise defined
herein.
(2) The undersigned is an officer of the Servicer who is duly authorized
pursuant to the Agreement to execute and deliver this Certificate.
(3) A review of the activities of the Servicer during the period from
the Closing Date to December 31, 1998 (the "Servicing Period") and
its performance under the Agreement has been made under my
supervision.
(4) Based on such review, the Servicer has, to the best of my knowledge,
fulfilled al of its material obligations under the Agreement
throughout the Servicing Period except as set forth in paragraph (5)
below.
(5) The following is a brief description of each default in the
fulfillment of the Servicer's obligations under the Agreement known
to me to have been made by the Servicer during the Servicing Period,
which sets forth in detail (i) the nature of each such default and
(ii) the current status of each default: NONE.
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be executed by
a duly authorized officer as of the 31st day of December 1998.
Bank One, Texas, N.A., as Servicer
By: /s/ Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
Exhibit 99.2
Banc One Auto Grantor Trust 1997-B
Annual Statement 12/31/98
<TABLE>
<CAPTION>
Dollars
-------
<S> <C>
I. Amount of 1998 distributions allocable to principal:
(i) Class A Certificateholders $188,374,823.58
(ii) Class B Certificateholders $12,024,204.29
II. Amount of 1998 distributions allocable to interest:
(i) Class A Cetificateholders $29,311,210.20
(ii) Class B Certificateholders $1,921,538.60
III. Pool Balance as of the close of business on December 31, 1998, after
giving effect to payments allocated to principal reported under (I) above $389,209,634.76
IV. Aggregate outstanding principal balances and pool factors for each class
of securities, as of December 31, 1998, after giving effect to all
payments reported under clause (I) above on such date:
(a) Class A Certificateholders $365,856,546.67
(b) Class A Pool Factor 0.6389804
(c) Class B Certificateholders $23,353,088.09
(d) Class B Pool Factor 0.6389804
V. Amount of the Total Servicing Fee paid to the Servicer with respect to
the year ended December 31, 1998
(i) Total Servicing Fee $4,957,421.62
VI. Amount of the aggregate Realized Losses, if any, for the year ended December 31, 1998 $4,174,463.42
VII. (a) Aggregate amount withdrawn from the Reserve Account and deposited in
the Collection Account $0.00
(b) Specified Reserve Account balance as of December 31, 1998 $19,460,481.74
(c) Aggregate Reserve Account release to seller for the year ended December 31, 1998 $19,499,686.37
(d) Balance of the Reserve Account as of December 31, 1998 $19,460,481.74
(e) 1998 Average Charge-off Rates 0.89%
(f) 1998 Average of Delinquency Percentages 0.56%
VIII. (a) Certificateholder's Interest Carryover Shortfall $0.00
(b) Certificateholder's Principal Carryover Shortfall $0.00
IX. Aggregate Purchase Amounts paid by the Seller or the Servicer with
respect to the year ended December 31, 1998 $50,097.12
<CAPTION>
X. Delinquent Receivables as of December 31, 1998
Dollar Amount % # Units
------------- ----- -------
<S> <C> <C> <C> <C>
(a) 30-59 Days Delinquent $6,830,268 1.75% 563
(b) 60-89 Days Delinquent 2,224,117 0.57% 193
(c) 90 Days or More Delinquent 1,327,634 0.34% 117
</TABLE>
Exhibit 99.3
[LETTERHEAD OF ARTHUR ANDERSEN LLP APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
To BANK ONE CORPORATION:
We have examined the accompanying management's assertion about Bank One, Texas,
N.A.'s (the "Servicer"), compliance with the covenants and conditions of the
Banc One Auto Grantor Trust 1997-B Pooling and Servicing Agreement dated as of
December 1, 1997 (the "Agreement") between the Servicer and The Bankers Trust
Company (as Trustee for the various Certificateholders and Enhancement
Providers) during the thirteen months ended December 31, 1998. Management is
responsible for the Servicer's compliance with the Agreement. Our responsibility
is to express an opinion on management's assertion about the Servicer'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 the Servicer'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.
In our opinion, management's assertion that the Servicer complied with the
covenants and conditions of the Agreement for the thirteen months ended December
31, 1998 is fairly stated, in all material respects.
/s/ Arthur Andersen LLP
Chicago, Illinois
March 23, 1999
<PAGE>
Assertion by Bank One, Texas, N.A.
Bank One, Texas, N.A., services the motor vehicle retail installment sale
contracts for the Banc One Auto Grantor Trust 1997-B. As of and for the thirteen
months ended December 31, 1998, Bank One, Texas, N.A. had complied, in all
material respects, with the Banc One Auto Grantor Trust 1997-B Pooling and
Servicing Agreement.
/s/ Mark Gresenz /s/ Tracie H. Klein
- ------------------------------------- --------------------------------
Mark Gresenz Tracie H. Klein
Chief Financial Officer Vice President
Banc One Credit Company Bank One, Texas, N.A.
(Subsidiary of BANK ONE CORPORATION)
