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)
1998
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 :
333-51239
Onyx Acceptance Owner Trust 1998-A
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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
of incorporation or organization) I.R.S. Employer I.D.
27051 Towne Centre Drive, Foothill Ranch, CA. 92610
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(Address of principal executive offices) Zip Code
949-465-3900
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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
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. [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 [X]
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 Auto Loan Trust 1998-A(the "Trust")as of June 1, 1998
pursuant to a Trust Agreement among Finco,Onyx Acceptance Corporation,asServicer
(the"Servicer") and The Chase Manhattan Bank as Indenture Trustee
(the"Indenture Trustee") and Bankers Trust (Delaware), (the "Owner Trustee").
Pursuant to the indenture, the Trust will issue Notes in the initial principal
amountof $208,759,315.00.
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 June 1, 1998 (the"Cut-Off Date") in the vehicles
financed thereby (the "Financed Vehicles") and certain other property in
exchange for securities representing fractional undivided interests in the
Trust (the "Notes") which were sold to the public in an underwritten
offering. Simultaneously with the issuance of the Notes, 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
$208,759,315.00 (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 June 1, 1998. 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 MBIA 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, 1998, the pool consisted of the following
number of Contracts with the following delinquency characteristics:
Delinquency Experience of Contracts as of December 31, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Dollars No. %(1)
Contracts Outstanding............................... $168,441,651 16,214
Delinquencies 30-59 days(2)(3).......... $ 3,699,355 ____ 2.20
Delinquencies 60 and over(2)(3)..... $ 2,931,492 ____ 1.74
(1) As a percent of dollar 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 11 securityholders of record (DTC) as of January
28, 1999.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
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Item 14. Exhibits , Financial Statement Schedules, and Reports on Form 8-K
(a) 2 Exhibits
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
(b) Reports on Form 8-K
Reports on Form 8-K were filed on behalf of the Onyx Acceptance Owner Trust 1998-A
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 Sept 15, 1998. Item 5 providing the Distribution Date Statement for
Distribution Date of July 15, 1998.
Form 8-K dated Sept 15, 1998. Item 5 providing the Distribution Date Statement for
Distribution Date of August 15, 1998.
Form 8-K dated September 18, 1998. Item 5 providing the Distribution Date Statement
for Distribution Date of September 15, 1998
Form 8-K dated October 28, 1998. Item 5 providing the Distribution Date Statement for
Distribution Date of October 15, 1998
Form 8-K dated November 30, 1998. Item 5 providing the Distribution Date Statement
for Distribution Date of November 15, 1998.
Form 8-K dated December 28, 1998. Item 5 providing the Distribution Date Statement
for Distribution Date of December 15, 1998.
</TABLE>
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 1998-A
(Issuer with respect to Notes and Certificates)
Onyx Acceptance Financial Corporation
(Originator of the Trust and Registrant)
REGAN E. KELLY
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By: Regan E. Kelly
Date: March 31, 1999
Director and Executive Vice President
Onyx Acceptance Financial Corporation
Exhibit 19.1
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Selected Information Related to the Contracts
Original Pool Balance as of June 1, 1998.........................................$208,759,315.
Pool Balance Factor as of June 1, 1998........................................... 1.00.
Pool Balance as of December 31, 1998............................................$166,818,894.
Pool Balance Factor as of December 31, 1998................................................0.799097
</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, 1998, Onyx
Acceptance Corporation maintained effective internal control structure over the
servicing of motor vehicle installment sale contracts for the 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, Onyx Acceptance Grantor Trust 1997-4, Onyx Acceptance
Grantor Trust 1998-1, Onyx Acceptance Owner Trust 1998-A, Onyx Acceptance Owner
Trust 1998-B, and Onyx Acceptance Owner Trust 1998-C included in the
accompanying report entitled Assertion by Onyx Acceptance Corporation dated
March 26, 1999.
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 structure over the loan
servicing process, testing and evaluating the design and operating effectiveness
of the internal control structure, 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 structure, errors or
irregularities may occur and not be detected. Also, projections of any
evaluation of the internal control structure over the loan servicing process to
future periods are subject to the risk that the internal control structure 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 an effective internal control structure over the servicing of motor
vehicle installment sale contracts for the 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, Onyx
Acceptance Grantor Trust 1997-4, Onyx Acceptance Grantor Trust 1998-1, Onyx
Acceptance Owner Trust 1998-A, Onyx Acceptance Owner Trust 1998-B, and Onyx
Acceptance Owner Trust 1998-C as of December 31, 1998, 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.
March 26, 1999
