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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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, 1998
Commission file number 333-26675-01
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Barnett Auto Trust 1997-A
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(Exact name of registrant as specified in its charter)
United States of America 86-0888083
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Interstate Tower, 121 W. Trade Street, Charlotte, North Carolina 28255
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(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.
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PART I
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Item 1. Business
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Not applicable.
Item 2. Properties
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Not applicable.
Item 3. Legal Proceedings
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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 NationsBank, N.A, 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
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None.
PART II
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Item 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters
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(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
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Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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Not applicable.
Item 8. Financial Statements and Supplementary Data
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Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
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None.
PART III
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Item 10. Directors and Executive Officers of the Registrant
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Not applicable.
Item 11. Executive Compensation
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Not applicable.
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Item 12. Security Ownership of Certain Beneficial Owners and Management
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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
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There has not been, and there is not currently proposed, any transaction or
series of transactions, to which either the Trust or NationsBank, N.A. 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
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a) 1. Not applicable.
2. Not applicable.
3. Exhibits:
99.1 Annual Statement as to Compliance
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(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
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January 15, 1998
February 17, 1998
March 16, 1998
April 15, 1998
May 15, 1998
June 15, 1998
July 15, 1998
August 17, 1998
September 15, 1998
October 15, 1998
November 16, 1998
December 15, 1998
(c) The exhibits filed as part of this report are listed in the Index
to Exhibits on page 6.
(d) Not applicable.
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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/ Susan W. Castleberry
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Susan W. Castleberry
Vice President
NationsBank, N.A.
(Duly Authorized Officer)
Date: March 31, 1999
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Exhibit 99.1
Annual Statement as to Compliance
NationsBank, N.A.
Barnett Auto Trust 1997-A
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This Officer's Certificate is executed pursuant to the Sale and Servicing
Agreement dated as of September 1, 1997 (the "Agreement"), between Barnett Auto
Trust 1997-A, as Issuer, and Barnett Dealer Financial Services, Inc., as
Sponsor and Servicer. Barnett Dealer Financial Services, Inc. was merged into
NationsBank, N.A. and NationsBank, N.A. assumed the obligations of Servicer.
The undersigned, a duly authorized representative of the Servicer, does hereby
certify that:
1. Capitalized terms used in this Officer's Certificate have their
respective meanings set forth in the Agreement.
2. NationsBank, N.A. is as of the date hereof the Servicer under the
Agreement.
3. The undersigned is duly authorized pursuant to the Agreement to execute
and deliver this Officer's Certificate to the Trustee.
4. The certificate is delivered pursuant to Section 4.10 of the Agreement.
5. A review of the activities of the Servicer during the calendar year ended
December 31, 1998, and of its performance under the Agreement was made
under my supervision.
6. Based on such review, to the best of my knowledge, the Servicer has fully
performed all its obligations under the Agreement throughout such
calendar year, and no event which, with the giving of notice or passage
of time or both, would constitute a default by the Servicer has occurred
or is continuing.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Servicer,
has duly executed this Officer's Certificate this 31st day of March, 1999.
By: /s/ SUZANNE CASTLEBERRY
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Suzanne Castleberry
Vice President
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