<PAGE>
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, 1999
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.)
1717 Main Street, Dallas, Texas 75201
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(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (214) 290-7437
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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
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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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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, 1999 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 1999.
PART II
Item 5. Market for Registrant's Common Equity and Related 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. The records of DTC
indicate that, at December 31, 1999, there were: (i) twenty-seven
(27) DTC Participants holding a position in the 6.29% Class A Asset
Backed Certificates, Series 1997-B; and (ii) two (2) 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.
2
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Item 6. Selected Financial Data
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Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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Throughout 1999, BANK ONE CORPORATION ("BANK ONE"), the parent
corporation of Bank One, Texas, N.A. (the "Bank"), executed project
plans to assure Year 2000 readiness. These plans included verifying
the readiness of internal information technology systems and
equipment, and working with external entities, including customers,
vendors, utilities and governmental agencies, to verify that they had
appropriately addressed Year 2000 readiness issues. Specific business
continuity and event plans were designed to address potential
disruption and ensure that BANK ONE was positioned to rapidly respond
to issues.
BANK ONE had estimated total Year 2000 readiness costs to reach $350
million over the life of the project, and incurred total costs of
approximately $343 million.
BANK ONE had an uneventful transition to the Year 2000. BANK ONE's
systems, equipment and facilities continued and continue to function
normally through the transition and into Year 2000. Normal products
and services of BANK ONE have been available to customers throughout
such time, and BANK ONE experienced no significant impact from the
Year 2000 readiness status of external entities. To meet potential
Year 2000 contingencies and potential liquidity needs, BANK ONE
increased the value of loans pledged to the Federal Reserve for
discount window borrowing.
On an ongoing basis, BANK ONE will continue to monitor its systems,
equipment and facilities throughout 2000 and beyond.
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 and
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Financial Disclosure
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None.
3
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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.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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At December 31, 1999, the Certificates were registered in the name of
Cede & Co., as nominee of DTC. The records of DTC indicate that, at
December 31, 1999, there were eight (8) 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
Beneficial Ownership
Name and Address of ------------------- Percent
Title of Class Beneficial Owners $(000's) of Class
- -------------------- ----------------- -------- --------
<S> <C> <C> <C>
6.29% Class A Asset Bank of New York (The) $53,608 9.36%
Backed 925 Patterson Plank Road
Certificates, Secaucus, NJ 07094
Series 1997-B
Boston Safe Deposit and Trust $62,200 10.86%
Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburg, PA 15259
Chase Manhattan Bank $143,500 25.06%
4 New York Plaza, 13th Floor
New York, NY 10004
Northern Trust Company (The) $57,920 10.12%
801 S. Canal C-IN
Chicago, IL 60607
Prudential Securities Incorporated $77,045 13.46%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
</TABLE>
4
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
State Street Bank and Trust $90,300 15.77%
Company
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
6.46% Class B Asset Bank of New York (The) $20,000 54.72%
Backed 925 Patterson Plank Road
Certificates, Secaucus, NJ 07094
Series 1997-B
SSB - Bank Portfolio $16,547 45.28%
Global Corp. Action Unit JAB 5NW
1776 Heritage Dr.
No. Quincy, MA 02171
</TABLE>
Item 13. Certain Relationships and Related Transactions
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None.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on 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 22, 1999 5 and 7
March 22, 1999 5 and 7
April 20, 1999 5 and 7
May 20, 1999 5 and 7
June 21, 1999 5 and 7
July 20, 1999 5 and 7
August 20, 1999 5 and 7
September 20, 1999 5 and 7
October 20, 1999 5 and 7
November 22, 1999 5 and 7
December 20, 1999 5 and 7
January 20, 2000 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
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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 24, 2000
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.
7
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INDEX OF EXHIBITS
Exhibit Description Page
- ------- ----------- ----
99.1 Annual Servicer's Certificate 9
99.2 Annual Statement 10
99.3 Independent Accountants' Report of Arthur 11-12
Andersen LLP on Management's Assertions
8
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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
January 1, 1999 to December 31, 1999 (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 all 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 1999.
BANK ONE, TEXAS, N.A., as Servicer
By: /s/Tracie H. Klein
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Name: Tracie H. Klein
Title: Vice President
<PAGE>
EXHIBIT 99.2
Banc One Auto Grantor Trust 1997-B
Annual Statement 12/31/99
<TABLE>
<CAPTION>
<S> <C> <C>
Dollars
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I. Amount of 1999 distributions allocable to principal:
(i) Class A Certificateholders $155,279,851.10
(ii) Class B Certificateholders $ 9,911,710.14
II. Amount of 1999 distributions allocable to interest:
(i) Class A Certificateholders $ 18,241,740.06
(ii) Class B Certificateholders $ 1,195,863.54
III. Pool Balance as of the close of business on December 31, 1999, after $224,018,073.52
giving effect to payments allocated to principal reported under
(I) above
IV. Aggregate outstanding principal balances and pool factors for each
class of securities, as of December 31, 1999, after giving effect
to all payments reported under clause (I) above on such date:
(a) Class A Certificateholders $210,576,695.57
(b) Class A Pool Factor 0.3677791
(c) Class B Certificateholders $ 13,441,377.95
(d) Class B Pool Factor 0.3677791
V. Amount of the Total Servicing Fee paid to the Servicer with
respect to the year ended December 31, 1999
(i) Total Servicing Fee $ 3,085,235.84
VI. Amount of the aggregate Realized Losses, if any, for the year
ended December 31, 1999 $ 3,357,143.60
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, 1999 $ 11,200,903.68
(c) Aggregate Reserve Account release to seller for the year
ended December 31, 1999 $ 13,532,211.78
(d) Balance of the Reserve Account as of December 31, 1999 $ 11,200,903.68
(e) 1999 Average Charge-off Rates 1.11%
(f) 1999 Average of Delinquency Percentages 0.88%
VIII. (a) Certificateholder's Interest Carryover Shortfall $ 0.00
(b) Certificateholder's Principal Carryover $ 0.00
Shortfall
IX. Aggregate Purchase Amounts paid by the Seller or the Servicer with
respect to the year ended December 31, 1999 $ 0.00
X. Delinquent Receivables as of December 31, 1999
Dollar Amount % # Units
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(a) 30-59 Days Delinquent $5,844,023 2.61% 582
(b) 60-89 Days Delinquent $1,431,295 0.64% 144
(c) 90 Days or More Delinquent $1,334,633 0.60% 112
</TABLE>
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EXHIBIT 99.3
[LETTERHEAD OF ARTHUR ANDERSEN]
REPORT OF INDEPENDENT ACCOUNTANTS
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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 Certficateholders and Enhancement Providers)
during the twelve months ended December 31, 1999. 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 twelve months ended December
31, 1999 is fairly stated, in all material respects.
/s/ Arthur Andersen LLP
Chicago, Illinois
March 10, 2000
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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 year
ended December 31, 1999, 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/Doug James /s/Tracie H. Klein
- ----------------------------- ------------------------------
Doug James Tracie H. Klein
Chief Financial Officer Vice President
Banc One Credit Company Bank One, Texas N.A.
(Subsidiary of BANK ONE CORPORATION) Subsidiary of BANK ONE CORPORATION)
