SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the annual fiscal period ended June 30, 1998,
Commission File No. 333-52101-01
UACSC 1998-B AUTO TRUST
(Exact name of registrant as specified in its charter)
Delaware 35-1937340
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
UAC Securitization
Corporation
9240 Bonita Beach Road Suite 1109-A
Bonita Springs, Florida 34135
(address of principal (zip code)
executive offices)
UAC Securitization Corporation
Registrant's telephone number including area code (941) 948-1850
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 1937 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
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
The Registrant (the UACSC 1998-B Auto Trust, or the "Trust") is an
automobile receivable securitization trust formed pursuant to a Pooling and
Servicing Agreement dated as of September 1, 1997 among UAC Securitization
Corporation, as "Depositor," Union Acceptance Corporation, as "Servicer," and
Harris Trust and Savings Bank, as "Trustee" (the "Agreement"). The Registrant is
filing this Form 10-K and has filed current reports on Form 8-K monthly in lieu
of reports on Form 10-Q and compliance with certain other requirements of
Section 15(d) of the Securities Exchange Act of 1934, as amended, which are
otherwise applicable to the Trust, on the basis of the SEC staff position
described in numerous no-action letters applicable to securities such as those
issued pursuant to the Agreement. See, e.g., Prime Credit Card Master Trust
(pub. available October 16, 1992), Private Label Credit Card Master Trust (pub.
available May 20, 1992), Sears Receivable Financing Group, Inc. (pub. available
March 31, 1992), Discover Financing Group, Incorporated, Discover Card Trust
1991-E (pub. available February 13, 1992), Bank One Auto Trust 1995-A (pub.
available August 16, 1995) and Volkswagen Credit Auto Master Trust (pub.
available May 9, 1997).
-2-
<PAGE>
PART I
Item 1. Business.
The sole and only "business" of the Trust is the collection and
distribution of payments on the automobile and light truck receivables, in
the manner described in the Registration Statement. Accordingly, there is
no relevant information to report in response to Item 101 of Regulation
S-K.
Item 2. Properties.
The Trust does not have any physical properties. Accordingly, this
item 2 is inapplicable.
Item 3. Legal Proceedings.
There are no material pending legal proceedings involving either the
Trust, or, with respect to any Certificates or any other trust property,
involving the Trustee or the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No Votes or consents of Certificateholders are solicited during the
preceding fiscal year for any purpose.
<PAGE>
PART II
Item 5. Market Price or and Dividends on the Registrant's Equity and
Related Stockholder Matters.
There is no established public trading market for the Certificates.
Item 6. Selected Financial Data.
No financial data is required of UAC Securitization Corporation, as
Registrant (Registration Statement No. 333-06929 on form S-3), inasmuch as
the Registration Statement was filed for and on behalf of UACSC 1998-B Auto
Trust and, furthermore, because of UAC Securitization Corporation is not a
guarantor of any of the payments due from the Trust to Certificateholders.
The regular monthly report form, which the Trustee is required to
include with each monthly distribution of Trust assets to
Certificateholders, sets forth for the prior calendar month, as well as
cumulatively, all of the relevant financial information required by the
applicable pooling and servicing agreement to be reportable to
Certificateholders. The UAC Securitization Corporation UACSC 1998-B Auto
Trust Monthly Servicer's Certificate Report for the month ending June 30,
1998; the Consolidated Monthly Servicer's Certificate Report for the period
ending June 30, 1998; and the December 31, 1997 and 1996 Financial
Statements of MBIA Insurance Corporation (as successor to Capital Markets
Assurance Corporation), the surety bond issuer are incorporated herein by
reference and attached hereto as Exhibits (Exhibit No. 99-1 and 99-2,
respectively). The foregoing presents all relevant financial information
relating to the Trust. Because of the limited business activity of the
Trust, the Selected Financial Data specified in Item 301 of Regulation S-K
would not provide meaningful additional information.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Because of the limited business activity of the Trust, the
presentation of Management's Discussion and Analysis of Financial Condition
and Results of Operations, as otherwise required by Item 303 of Regulation
S-K, would not be meaningful. All relevant information is contained in the
monthly statements and consolidated summary annual statement.
Item 8. Financial Statements and Supplementary Data.
As discussed above, furnishing the traditional financial information
required by Item 8 of Form 10-K would not add relevant information to that
provided by the foregoing statements.
Item 9. Disagreements with Accountants on Accounting and Financial
Disclosure.
Not applicable.
<PAGE>
PART III
Item 10. Directors and Executive Officers.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of June 30, 1998, there were a total of 36 Registered
Certificateholders, all of whom maintained their security positions with
the Depository Trust Company. While some of these Certificateholders'
security positions in the Trust exceeded 5% of the outstanding Certificate
Balance; such securities do not constitute voting securities within the
meaning of Item 403 of Regulation S-K.
Item 13. Certain Relationships and Related Transactions.
Union Acceptance Corporation, as Servicer, and UAC Securitization
Corporation, as Class IC Certificateholder, receive payments from the Trust
in accordance with the terms of the applicable pooling and servicing
agreement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on For 8-K.
A report on Form 8-K was filed at the end of each month during the
previous fiscal year, or portion thereof, which contained the applicable
servicer's report for the related collection periods during the period
covered by this report. In addition a From 8-K was filed on or about June
19, 1998 related to the Closing of the sale of the Certificates which
included the definitive Pooling and Servicing Agreement and the consent of
the independent accountants to the surety bond issuer. Incorporated herein
and attached hereto as Exhibit 99.1 is a copy of the Monthly Servicer's
Certificate Reports to the Trust, for the month ending June 30, 1998; and
as Exhibit 99.2 the December 31, 1997 and 1996 Financial Statements of MBIA
Insurance Corporation (as successor to Capital Markets Assurance
Corporation), the surety bond issuer.
<PAGE>
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
Servicer of the UACSC 1998-B Auto Trust, for and on behalf of UACSC 1998-B
Auto Trust.
UACSC 1998-B Auto Trust
By: Union Acceptance Corporation, as Servicer
Date: August 13, 1998 By: /s/ Melanie S. Otto
-----------------------------------
Melanie S. Otto
Vice President
<PAGE>
EXHIBIT INDEX
No. Description
4 Pooling and Servicing Agreement Respecting UACSC 1997-B Auto
Trust*
99.1 UACSC 1998-B Auto Trust Monthly Servicer's Certificate
Reports: Month Ended June 30, 1998
99.2 MBIA Insurance Corporation Balance Sheet as of December 31,
1997 and 1996 and the Related Statements of Income,
Stockholders Equity and Cash Flows for each of the years in
the three-year period ended December 31, 1997 (Incorporated by
reference from pages F-1 to F-20 of the Current Report on Form
8-K of the UACSC 1998-B Auto Trust (File #333-52101-01, C1K
0001064203) as filed on or about June 19, 1998).
*Incorporated by Reference to Exhibit 4 to Form 8-K filed on or about September
11, 1997.
UACSC 98-B
UNION ACCEPTANCE CORPORATION
(Servicer)
MONTH ENDING 6/30/98
<TABLE>
<CAPTION>
PRINCIPAL BALANCE RECONCILIATION D O L L A R S
CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Original Principal Balance 44,250,000.00 92,750,000.00 39,925,000.00 63,025,000.00
Beginning Period Principal Balance 44,250,000.00 92,750,000.00 39,925,000.00 63,025,000.00
Principal Collections - Scheduled Payments 3,680,449.43 0.00 0.00 0.00
Principal Collections - Payoffs 6,567,665.83 0.00 0.00 0.00
Principal Withdrawal from Payahead 0.00 0.00 0.00 0.00
Gross Principal Charge Offs 625.55 0.00 0.00 0.00
Repurchases 33,102.14 0.00 0.00 0.00
------------- ------------- ------------- -------------
Ending Balance 33,968,157.05 92,750,000.00 39,925,000.00 63,025,000.00
============= ============= ============= =============
Certificate Factor 0.7676420 1.0000000 1.0000000 1.0000000
Pass Through Rate 5.6011% 5.8300% 5.8750% 5.900%
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL BALANCE RECONCILIATION NUMBERS
CLASS A-5 TOTAL CLASS A's
------------- -------------- ------
<S> <C> <C> <C>
Original Principal Balance 28,030,468.00 267,980,468.00 21,317
Beginning Period Principal Balance 28,030,468.00 267,980,468.00 21,317
Principal Collections - Scheduled Payments 0.00 3,680,449.43
Principal Collections - Payoffs 0.00 6,567,665.83 618
Principal Withdrawal from Payahead 0.00 0.00
Gross Principal Charge Offs 0.00 625.55 2
Repurchases 0.00 33,102.14 2
------------- -------------- ------
Ending Balance 28,030,468.00 257,698,625.05 20,695
============= ============== ======
Certificate Factor 1.0000000 0.9616321
Pass Through Rate 6.020% 5.8352%
</TABLE>
<PAGE>
CASH FLOW RECONCILIATION
Principal Wired 10,270,211.64
Interest Wired 1,019,291.62
Withdrawal from Payahead Account 0.00
Repurchases (Principal and Interest) 35,454.84
Charge Off Recoveries 4.11
Interest Advances 14,113.79
Certificate Account Interest Earned 13,873.88
Spread Account Withdrawal 0.00
Class A Policy Draw for Class I Interest 0.00
Class A Policy Draw for Class A Principal or Interest 0.00
Total Cash Flow 11,352,949.88
TRUSTEE DISTRIBUTION (7/08/98)
Total Cash Flow 11,352,949.88
Unrecovered Advances on Defaulted Receivables 0.00
Servicing Fee (Due and Unpaid) 0.00
Interest to Class A-1 Certificateholders 130,809.02
Interest to Class A-2 Certificateholders 285,386.60
Interest to Class A-3 Certificateholders 123,795.23
Interest to Class A-4 Certificateholders 196,252.85
Interest to Class A-5 Certificateholders 89,059.03
Interest to Class I Certificateholders 96,633.12
Principal to Class A-1 Certificateholders 10,281,842.95
Principal to Class A-2 Certificateholders 0.00
Principal to Class A-3 Certificateholders 0.00
Principal to Class A-4 Certificateholders 0.00
Principal to Class A-5 Certificateholders 0.00
Insurance Premium 28,313.49
Interest Advance Recoveries from Payments 0.00
Unreimbursed draws on Class A's Ploicy
for Class I Interest 0.00
Unreimbursed draws on Class A's Policy
for Class A Principal or Interest 0.00
Deposit to Payahead 25,367.50
Certificate Account Interest to Servicer 13,873.88
Payahead Account Interest to Servicer 0.00
Excess 81,616.21
Net Cash 0.00
Servicing Fee Retained from Interest Collections 89,326.82
<PAGE>
SPREAD ACCOUNT RECONCILIATION
Original Balance 1,339,902.34
Beginning Balance 1,339,902.34
Trustee Distribution of Excess 81,616.21
Interest Earned 2,307.66
Spread Account Draws 0.00
Reimbursement for Prior Spread Account Draws 0.00
Distribution of Funds to Servicer 0.00
Ending Balance 1,423,826.21
Required Balance 2,679,804.68
FIRST LOSS PROTECTION AMOUNT RECONCILIATION
Original Balance 16,078,828.08
Beginning Balance 16,078,828.08
Reduction Due to Spread Account (1,423,826.21)
Reduction Due to Principal Reduction (616,910.58)
Ending Balance 14,038,091.29
First Loss Protection Required Amount 14,038,091.30
First Loss Protection Fee % 2.00%
First Loss Protection Fee 23,762.49
POLICY RECONCILIATION
Original Balance 267,980,468.00
Beginning Balance 267,980,468.00
Draws 0.00
Reimbursement of Prior Draws 0.00
Ending Balance 267,980,468.00
Adjusted Ending Balance Based
Upon Required Balance 257,286,061.52
Required Balance 257,286,061.52
PAYAHEAD RECONCILIATION
Beginning Balance 0.00
Deposit 25,367.50
Payahead Interest 0.00
Withdrawal 0.00
Ending Balance 25,367.50
<PAGE>
CURRENT DELINQUENCY
GROSS
# PAYMENTS DELINQUENT NUMBER BALANCE PRINCIPAL INTEREST
--------------------- ------ ------- --------- --------
1 Payment 123 1,202,425.81 20,264.68 14,667.03
2 Payments 2 31,318.95 555.28 697.88
3 Payments 1 6,168.30 365.57 217.33
--- ------------ --------- ---------
Total 126 1,239,913.06 21,185.53 15,582.24
=== ============ ========= =========
Percent Delinquent 0.609% 0.481%
DELINQUENCY RATE (60+)
RECEIVABLE
END OF PERIOD DELINQUENCY
PERIOD BALANCE POOL BALANCE RATE
------ ------- ------------ ----
Current 37,487.25 257,698,625.05 0.01%
1st Previous 0.00 0.00 0.00%
2nd Previous 0.00 0.00 0.00%
NET LOSS RATE
<TABLE>
<CAPTION>
DEFAULTED
LIQUIDATION AVERAGE NET LOSS
PERIOD BALANCE PROCEEDS POOL BALANCE (ANNUALIZED)
------ ------- -------- ------------ ------------
<S> <C> <C> <C> <C>
Current 625.55 4.11 262,839,546.53 0.00%
1st Previous 0.00 0.00 0.00 0.00%
2nd Previous 0.00 0.00 0.00 0.00%
Gross Cumulative Charge Offs 625.55 Net Cumulative Loss Percentage
Gross Liquidation Proceeds 4.11 0.00%
Number of Repossessions 0
Number of Inventoried Autos EOM 0
</TABLE>
EXCESS YIELD TRIGGER
EXCESS YIELD
EXCESS END OF PERIOD PERCENTAGE
PERIOD YIELD POOL BALANCE (ANNUALIZED)
------ ----- ------------ ------------
Current 106,983.71 257,698,625.05 0.50%
1st Previous 0.00 0.00 0.00%
2nd Previous 0.00 0.00 0.00%
3rd Previous
4th Previous
5th Previous
CURRENT
LEVEL TRIGGER STATUS
Six Month Average Excess Yield N/A 1.50% N/A
Trigger Hit in Current or any Previous Month NO
DATE: July 6, 1998
NANCY MELTABARGER
FINANCE OFFICER
