<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 333-26675-01
------------
Barnett Auto Trust 1997-A
-------------------------
(Exact name of registrant as specified in its charter)
United States of America 86-0888083
- ---------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
TransAmerica Square, 401 N. Tryon Street, Charlotte, North Carolina 28255
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 386-5000
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
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. None.
Indicate the number of shares outstanding of the registrant's classes of
common stock, as of the latest practicable date. None.
Documents Incorporated by Reference. None.
<PAGE>
PART I
- ------
Item 1. Business
--------
Not applicable.
Item 2. Properties
----------
Not applicable.
Item 3. Legal Proceedings
-----------------
There are no material pending legal proceedings with respect to
Barnett Auto Trust 1997-A (the "Trust") involving the Trust, US Bank
National Association, as Indenture Trustee, and Bank of New York
(Delaware), as Owner Trustee (collectively, the "Trustees"), or
Barnett Dealer Financial Services, Inc., as Servicer, other than
ordinary routine litigation incidental to the Trust assets or the
Trustees' or the Servicer's duties under the applicable Sales and
Servicing Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters
-------
(a) Market Information. There is no established public trading
market for the Notes.
(b) Holders. Since each of the Notes was issued in book entry form
only, there is only one holder of record of each Series of
Notes. See Item 12 below.
(c) Dividends. Not applicable.
Item 6. Selected Financial Data
-----------------------
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
Not applicable.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
None.
PART III
- --------
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
Not applicable.
Item 11. Executive Compensation
----------------------
Not applicable.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The Notes are represented by one or more notes 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 note representing such interest except in
limited circumstances. Accordingly, Cede & Co. is the sole holder
of record of the Notes, which it holds on behalf of brokers,
dealers, banks and other participants in the DTC system. Such
participants may hold notes 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
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
There has not been, and there is not currently proposed, any
transaction or series of transactions, to which either the Trust or
Barnett Dealer Financial Services, Inc., as Servicer, is a party
with any Noteholder or any member of the immediate family of any
such Noteholder who, to the knowledge of the Servicer, owns of
record or beneficially more than five percent of the Notes.
PART IV
- -------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
99.1 Annual Statement as to Compliance
99.2 Report of Independent Accountants
<PAGE>
(b) Reports on Form 8-K.
Barnett Auto Trust 1997-A 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 US Bank National
Association, as Indenture Trustee, and Bank of New York
(Delaware), as Owner Trustee.
Date of Reports on Form 8-K
----------------------------
October 15, 1997
November 17, 1997
December 15, 1997
January 15, 1998
February 17, 1998
March 16, 1998
(c) The exhibits filed as part of this report are listed in the
Index to Exhibits on page 6.
(d) Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Barnett Auto Trust 1997-A
By: /s/ Pat Doran
-------------
Pat Doran
President
Barnett Dealer Financial Services, Inc.
(Duly Authorized Officer)
Date: May 5, 1998
<PAGE>
Exhibit 99.1
Page 1 of 2
Annual Statement as to Compliance
Barnett Auto Receivables Corp.
Barnett Auto Trust 1997-A
-------------------------
I, Gerald Robinson, President, hereby certify for the year ending December 31,
1997, in compliance of section 3.9 of the Trust Indenture dated, September 1,
1997:
(1) a review of the activities of the Issuer during such year and of
performance under this Indenture has been made under such Authorized
Officer's supervision; and
(2) to the best of such Authorized Officer's knowledge, based on such review,
the Issuer has complied with all conditions and covenants under such
Indenture throughout such year, or, if there has been a default in the
compliance of any such condition or covenant, specifying each such
default known to such Authorized Officer and the nature and status
thereof.
IN WITNESS WHEREOF, I have affixed hereunto my signature this day of April 27,
1998.
By: /s/ Gerald Robinson
--------------------
Gerald Robinson
President
Barnett Auto Receivables Corp.
<PAGE>
Exhibit 99.1
Page 2 of 2
Annual Statement as to Compliance
Barnett Dealer Financial Services
Barnett Auto Trust 1997-A
-------------------------
We, the undersigned, hereby certify for the year ending December 31, 1997, in
compliance of section 4.10 of the Sales and Servicing Agreement dated,
September 1, 1997:
a review of the activities of the Servicer during the preceding 12-month
period (or, in the case of the first such report, during the period from the
Closing Date to December 31, 1997) and of its performance under this Agreement
has been made under such officers' supervision; and
to the best of such officers' knowledge, based on such review, the Servicer
has fulfilled all its obligations under this Agreement throughout such year
(or, in the case of the first such certificate, such shorter period) or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to such officers and the nature and status thereof.
IN WITNESS WHEREOF, we have affixed hereunto our signature this day of
April 24, 1998.
By: /s/ Pat Doran
--------------
Pat Doran
President
Barnett Dealer Financial Services, Inc.
By: /s/ John F. Hyatt
-------------
John F. Hyatt
Secretary
Barnett Dealer Financial Services, Inc.
<PAGE>
Exhibit 99.2
Page 1 of 6
Report of Independent Accountants
April 27, 1998
To the Board of Directors of Barnett Dealer Financial Services, Inc.
US Bank National Association
Bank of New York
We have performed the procedures enumerated below, which were agreed to by the
management of Barnett Dealer Financial Services, Inc. (the "Servicer"), as
Servicer and Sponsor, U.S. Bank National Association, as Indenture Trustee,
and The Bank of New York, as Owner Trustee, solely to assist you in
evaluating, in connection with Section 4.11 of the Sales and Servicing
Agreement dated September 1, 1997 (the "Agreement") for the Barnett Auto Trust
1997-A securitization, the mathematical accuracy of the Servicer Certificates
(the "Certificates"), the accuracy of the calculations contained therein and
the agreement of the amounts on the Certificates with the applicable amounts
per the Servicer's computer systems' reports or management-prepared schedules,
which are derived from the computer systems' reports (collectively, the
"Computer Reports"), for the year ended December 31, 1997. This agreed-upon
procedures engagement was performed in accordance with standards established
by the American Institute of Certified Public Accountants. The sufficiency of
these procedures is solely the responsibility of the specified users of the
report.
Consequently, we make no representation regarding the sufficiency of the
procedures described below either for the purpose for which this report has
been requested or for any other purpose.
We have performed the procedures enumerated below with respect to the
Certificates relating to the one-month periods ending October 31, 1997,
November 30, 1997 and December 31, 1997. Management of the Servicer have
informed us that the amounts and calculations within the Certificates were
derived from the Computer Reports. We make no comment, however, on the
accuracy of the Computer Reports.
Management of the Servicer have represented to us that the Certificates
provided to us were identical to the Certificates forwarded by the Servicer to
the Owner Trustee, the Trustee and the Depositor pursuant to the Agreement.
We performed no procedures to verify this representation.
With respect to the Certificates relating to the one-month periods ending
October 31, 1997, November 30, 1997 and December 31, 1997, we performed the
following procedures:
1. We recalculated the dollar amount next to the side caption "The amount of
the distribution set forth in paragraph A1a above in respect of interest
on the Notes" for the Class A-1 Notes by multiplying the applicable
certificate rate by the applicable beginning "Class A-1 Note Pool
Balance" and multiplying by the number of days between distribution dates
and dividing the resultant amount by 360.
<PAGE>
Exhibit 99.2
Page 2 of 6
2. We recalculated the dollar amounts next to the side captions "The amount of
the distribution set forth in paragraph (A2a, A3a, A4a, A5a and A6a,
respectively) above in respect of interest on the Notes" for the Class
A-2, A-3, A-4, A-5 and B Notes by multiplying the applicable certificate
rate by the applicable beginning "Class (A-2, A-3, A-4, A-5 and B,
respectively) Note Pool Balance" and multiplying by 30 and dividing the
resultant amount by 360.
3. We compared and agreed the dollar amounts next to the side captions "The
amount of the distribution set forth in paragraph (A1a, A2a, A3a, A4a,
A5a and A6a, respectively) above in respect of principal of the Notes"
for the Class A-1, A-2, A-3, A-4, A-5 and B Notes to the Schedule of
Allocation of Cash Account report maintained by management. We obtained
management's representation that the Schedule of Allocation of Collection
Account report was derived from Computer Reports and manual calculations.
We performed no other procedures with respect to this representation.
4. We obtained management's written representation that the dollar amounts
next to the side captions "The amount of the distribution set forth in
paragraph (A1a, A2a, A3a, A4a, A5a and A6a, respectively) payable out of
amounts withdrawn from the Reserve Account with respect to the Notes"
were zero for the Class A-1, A-2, A-3, A-4, A-5 and B Notes because
amounts have not been withdrawn from the Reserve Account. We performed
no other procedures with respect to this representation.
5. We recalculated the dollar amounts next to the side captions "The
aggregate amount of the distribution with respect to the Notes" for the
Class A-1, A-2, A-3, A-4, A-5 and B Notes by summing the respective side
captions "The amount of the distribution set forth in paragraph (A1a,
A2a, A3a, A4a, A5a and A6a, respectively) above in respect of interest on
the Notes", "The amount of the distribution set forth in paragraph (A1a,
A2a, A3a, A4a, A5a and A6a, respectively) above in respect of principal
of the Notes" and "The amount of the distribution set forth in paragraph
(A1a, A2a, A3a, A4a, A5a and A6a, respectively) payable out of amounts
withdrawn from the Reserve Account with respect to the Notes".
6. We recalculated the dollar amounts next to the side captions "The amount
of the distribution set forth in paragraph (A1a, A2a, A3a, A4a, A5a and
A6a, respectively) above, per $1,000 Note" for the Class A-1, A-2, A-3,
A-4, A-5 and B Notes by dividing the respective amounts from A1a, A2a,
A3a, A4a, A5a and A6a, by the applicable original Note Pool Balance and
multiplying the resultant by $1,000.
7. We recalculated the dollar amounts next to the side captions "The amount
of the distribution set forth in paragraph (A1b, A2b, A3b, A4b, A5b and
A6b, respectively) above, per $1,000 Note" for the Class A-1, A-2, A-3,
A-4, A-5 and B Notes by dividing the respective amounts from A1b, A2b,
A3b, A4b, A5b and A6b, by the applicable original Note Pool Balance and
multiplying the resultant by $1,000.
8. We recalculated the dollar amounts next to the side captions "The amount of
the distribution set forth in paragraph (A1c, A2c, A3c, A4c, A5c and A6c,
respectively) above, per $1,000 Note" for the Class A-1, A-2, A-3, A-4,
A-5 and B Notes by dividing the respective amounts from A1c, A2c, A3c,
A4c, A5c and A6c, by the applicable original Note Pool Balance and
multiplying the resultant by $1,000.
<PAGE>
Exhibit 99.2
Page 3 of 6
9. We recalculated the dollar amounts next to the side captions "The amount
of the distribution set forth in paragraph (A1d, A2d, A3d, A4d, A5d and
A6d, respectively) above, per $1,000 Note" for the Class A-1, A-2,
A-3, A-4, A-5 and B Notes by dividing the respective amounts from A1d,
A2d, A3d, A4d, A5d and A6d, by the applicable original Note Pool Balance
and multiplying the resultant by $1,000.
10. We obtained management's written representation that all amounts under A7
(caption is "Certificates") were zero as the Reserve Account ceiling had
not been met at December 31, 1997 and thus, cash distributions from the
certificates issued with the Barnett Auto Trust 1997-A securitization
have not been received as of December 31, 1997. We performed no other
procedures with respect to this representation.
11. We recalculated the dollar amounts next to the side captions "The Pool
Balance at the close of business on the last day of the Collection
Period" by summing the side captions "The amount of distribution set
forth in paragraph (A1a, A2a, A3a, A4a, A5a and A6a, respectively) above
in respect of principal of the notes" for the Class A-1, A-2, A-3, A-4,
A-5 and B Notes and subtracting the resultant from the prior month-end
Pool Balance.
12. We recalculated the dollar amounts next to the side captions "The Class
(A-1, A-2, A-3, A-4, A-5 and B, respectively) Note Pool Balance after
giving effect to payments allocated as principal as set forth in
paragraph (A1c, A2c, A3c, A4c, A5c and A6c, respectively)" for the Class
A-1, A-2, A- 3, A-4, A-5 and B Notes by subtracting the current month
principal allocation at A1c, A2c, A3c, A4c, A5c and A6c from the
applicable prior month-end Note Pool Balance.
13. We recalculated the percentages next to the side captions "The Class (A-1,
A-2, A-3, A-4, A-5 and B, respectively) Note Pool Factor after giving
affect to the payments set forth in paragraph (A1c, A2c, A3c, A4c, A5c
and A6c, respectively)" for the Class A-1, A-2, A-3, A-4, A-5 and B
Notes by dividing the Note Pool Balance by the applicable original Note
Pool Balance.
14. We obtained management's written representation that the dollar amount
next to the side caption "The aggregate Purchase Amount for all
Receivables that were repurchased in the Collection Period" was zero.
No Receivables were purchased during the months of October, November
and December. We performed no other procedures with respect to this
representation.
15. We recalculated the dollar amount next to the side caption "The aggregate
Payahead Balance on such Distribution Date" by identifying, within the
Computer Reports, all actuarial loans with scheduled balances greater
than current balances and summing the difference between the scheduled
balances and the current balances. We noted the following differences
for the months of October, November and December, respectively:
Per Certificate Per Recalculation
Oct $2,084,293.79 $2,085,242.59
Nov $1,545,340.73 $1,423,780.63
Dec $1,513,715.42 $1,513,077.17
16. We recalculated the dollar amount next to the side caption "The change in
the Payahead Balance from the preceding Distribution Date" by subtracting
the current month-end Payahead Balance from the prior month-end Payahead
Balance.
<PAGE>
Exhibit 99.2
Page 4 of 6
17. We recalculated the dollar amount next to the side caption "The aggregate
Advance Balance on such Distribution Date" by identifying, within the
Computer Reports, all actuarial loans with current balances greater than
scheduled balances and summing the difference between the current
balances and the scheduled balances. We noted the following differences
for the months of October, November and December, respectively:
Per Certificate Per Computer Reports
Oct $2,400,758.23 $2,398,625.63
Nov $2,337,484.53 $2,337,484.74
Dec $2,419,501.01 $2,419,825.27
18. We recalculated the dollar amount next to the side caption "The change in
the Advance Balance from the preceding Distribution Date" by subtracting
the current month-end Advance Balance from the prior month-end Advance
Balance.
19. We agreed the dollar amount next to the side caption "Total Collections
by the Servicer" to the deposit included in the monthly bank statement
for the Collection Account (acct. #77084381).
20. We recalculated the dollar amount next to the side caption "All amounts
received by the Trust from the Servicer" by summing the dollar amount
next to the side caption "Total Collections by the Servicer" and the
dollar amount next to the side caption "The change in the Advance Balance
from the preceding Distribution Date".
21. We recalculated the dollar amount next to the side caption "The aggregate
amount of the Servicing Fee paid to the Servicer with respect to the
preceding Collection Period" by multiplying the prior month-end Pool
Balance by the 1.00% Servicing Fee and dividing by twelve.
22. We obtained management's written representation that all amounts under B3
(caption is "Payment Shortfalls") were zero as there were no instances of
interest or principal carryover shortfalls. We performed no other
procedures with respect to this representation.
23. We agreed the dollar amount next to the side caption "The aggregate
amount scheduled to be paid, including unearned finance and other
charges, for which Obligors are delinquent 60 days or more" to the
Computer Reports.
24. We agreed the dollar amount next to the side caption "The amount of the
aggregate Realized Losses for such Collection Period" to the Computer
Reports. We noted the following differences for the months of October
and November, respectively:
Per Certificate Per Computer Reports
Oct $163,446.82 $176,503.59
Nov $183,422.46 $183,381.22
25. We recalculated the dollar amount next to the side caption "Cumulative
Realized Losses from the Closing Date, including Realized Losses for such
Collection Period" by summing the prior-month end investor report dollar
amount next to the side caption "Cumulative Realized Losses from the
Closing Date, including Realized Losses for such Collection Period" and
the current-month end investor report dollar amount next to the side
caption "The amount of the aggregate Realized Losses for such Collection
Period".
<PAGE>
Exhibit 99.2
Page 5 of 6
26. We obtained management's written representation that the dollar amount
next to the side caption "Recoveries, if any for such Collection Period"
was zero since recoveries were included in the side captions "The amount
of the aggregate Realized Losses for such Collection Period" and
"Cumulative Realized Losses from the Closing Date, including Realized
Losses for such Collection Period".
27. We agreed the dollar amount next to the side caption "Earnings included
in the above balance" (related to the Reserve Account) to the applicable
bank statements, within $1.
28. We recalculated the dollar amount next to the side caption "The Reserve
Account balance as of the last day of the preceding Collection Period,
including earnings" by summing the prior month-end investor report dollar
amount next to the side caption "The Reserve Account balance as of the
Distribution Date set forth above after giving effect to the distribution
in respect of principal made on such Distribution Date" and the current
month-end investor report dollar amount next to the side caption "Earnings
included in above balance".
29. We agreed the dollar amount next to the side caption "Transfer to Reserve
Account from Collection Account on Distribution Date" to the management-
prepared Schedule of Allocation of Collection Account report. We
obtained management's representation that the Schedule of Allocation of
Collection Account report was derived from Computer Reports and manual
calculations. We performed no other procedures with respect to this
representation.
30. We obtained management's representation that the dollar amount next to
the side caption "Transfer to BDFS" was zero since the pre-determined
ceiling for the Reserve Account balance had not been reached. We
performed no other procedures with respect to this representation.
31. We recalculated the dollar amount next to the side caption "The Reserve
Account balance as of the Distribution Date set forth above after giving
effect to the distribution in respect of principal made on such
Distribution Date" by summing the dollar amounts next to the side
captions "The Reserve Account balance as of the last day of the preceding
Collection Period, including earnings", "Transfer to Reserve Account from
Collection Account on Distribution Date" and "Transfer to BDFS".
32. We recalculated the percentage next to the side caption "Percentage of
principal balance of Receivables delinquent 31-60 days" by dividing the
dollar amount of Receivables delinquent 31-60 days (scheduled actuarial
balances and actual daily simple interest balances) per the Computer
Reports by the Pool Balance, and rounding to the nearest hundredth. We
noted the following differences for the months of October, November and
December, respectively:
Per Certificate Per Computer Records
Oct .69% .59%
Nov .64% .63%
Dec .76% .58%
<PAGE>
Exhibit 99.2
Page 6 of 6
33. We recalculated the percentage next to the side caption "Percentage of
principal balance of Receivables delinquent 61-90 days" by dividing the
dollar amount of Receivables delinquent 61-90 days (scheduled actuarial
balances and actual daily simple interest balances) per the Computer
Reports by the Pool Balance, and rounding to the nearest hundredth. We
noted the following differences for the months of October and December,
respectively:
Per Certificate Per Computer Records
Oct .12% .13%
Dec .24% .28%
34. We recalculated the percentage next to the side caption "Percentage of
principal balance of Receivables delinquent over 90 days" by dividing the
dollar amount of Receivables delinquent over 90 days (scheduled actuarial
balances and actual daily simple interest balances) per the Computer
Reports by the Pool Balance, and rounding to the nearest hundredth. We
noted the following differences for the months of October, November and
December, respectively:
Per Certificate Per Computer Records
Oct .03% .01%
Nov .08% .07%
Dec .20% .16%
35. We recalculated the percentage next to the side caption "Weighted Average
Coupon of Receivables" by dividing each respective loan principal balance
outstanding by the total principal balance outstanding and multiplying
the resultant by each respective coupon rate and summing the total,
rounded to the nearest hundredth.
36. We recalculated the amount next to the side caption "Weighted Average
Remaining Term of Receivables" by dividing each respective loan principal
balance outstanding by the total principal balance outstanding and
multiplying the resultant by the remaining term of each respective loan
and summing the total, rounded to the nearest hundredth. We noted the
following differences for the months of November and December,
respectively:
Per Certificate Per Computer Records
Nov 56.33 56.32
Dec 55.42 55.41
We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on the Certificates. Accordingly,
we do not express such an opinion. Had we performed additional procedures,
other matters might have come to our attention that would have been reported
to you.
This report is intended solely for the use of Barnett Dealer Financial
Services, Inc. U.S. Bank National Association, and The Bank of New York and
should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.
/s/ Price Waterhouse
- --------------------
Price Waterhouse LLP
