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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): OCTOBER 2, 1998
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BANC ONE AUTO GRANTOR TRUST 1997-A
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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
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(State or other jurisdiction of incorporation or organization)
333-25951 75-2270994
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(Commission File Number) (IRS Employer Identification Number)
150 EAST CAMPUS VIEW, COLUMBUS, OHIO 43235
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(Address of principal executive offices) (Zip Code)
(614) 248-3718
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Registrant's telephone number, including area code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 2, 1998, the parent corporation for Bank One, Texas, N.A.
(the "Bank"), Banc One Corporation ("BANC ONE") was merged (the "Merger") with
First Chicago NBD Corporation ("FCNBD") and the surviving entity is BANK ONE
COPORATION ("BANK ONE"). In connection with such merger, the Bank in its
capacity as servicer of the Banc One Auto Grantor Trust 1997-A (the "Trust"),
changed the independent accountants for the Trust from Coopers & Lybrand L.L.P.,
now PricewaterhouseCoopers LLP ("PwC") to Arthur Anderson LLP ("AA"),
historically engaged by FCNBD. BANK ONE has selected AA as the certifying
accountants for the merged entity. Selection of AA as the certifying accountant
was recommended to the Banc One Audit Committee on July 20, 1998. The Banc One
Audit Committee approved the selection and so reported to the Banc One Board of
Directors on July 21, 1998. The sole reason for the change of the independent
accountants for the Trust was to align the independent accountants of the Trust
with those of BANK ONE.
The Trust does not have financial statements and the reports of
independent accountants for the Trust are limited to (i) examining the assertion
of the Servicer that it has maintained effective internal control over the
servicing of accounts under the Master Pooling and Servicing Agreement for the
Trust, in accordance with standards established by the American Institute of
Certified Public Accountants. Therefore, the standards enumerated in Item 304 of
Regulation S-K under the Securities and Exchange Act of 1934 ("Item 304"), which
apply to audits of financial statements, are not applicable to the services
performed for the Trust by independent accountants. Nonetheless, the reports of
PwC with respect to the Trust for the fiscal year ended December 31, 1997 prior
to their replacement did not state that (x) the assertion of the servicer in
clause (i) above was not fairly stated, in all material respects, and there were
no disagreements (as defined in the instructions to Item 304 of Regulation S-K)
between PwC and the Bank, in its capacity as servicer to the Trust, in
connection with such reports and there have been no such disagreements (as
defined in the instructions to Item 304 of Regulation S-K) between PwC and the
Bank, in its capacity as servicer of the Trust, during the period from December
31, 1997 through the date of this filing. The decision to change accountants was
made in order to align the independent accountants of the Trust with those of
BANK ONE.
In the fiscal year prior to AA's appointment and the period from
December 31, 1997 through the date of AA's appointment, the Bank, in its
capacity as servicer of the Trust, did not consult AA in any matter with respect
to the Trust.
A letter from PwC stating their agreement with the statements made
herein is filed as Exhibit 16.01 to this Form 8-K/A.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed as part of this report:
(16.01) Letter regarding Change in Certifying Accountant
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BANC ONE AUTO GRANTOR TRUST 1997-A
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
Date: October 23, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
<C> <S> <C>
16.01 Letter regarding Change in Certifying Accountant 5
</TABLE>
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[PricewaterhouseCoopers LLP]
October 22, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Bank One, Texas, N.A. in its capacity as
servicer of the Banc One Auto Grantor Trust 1997-A (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of the Form
8-K/A, as part of the Company's Form 8-K/A report for the month of October 1998.
We agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 2, 1998, the parent corporation for Bank One, Texas, N.A.
(the "Bank"), Banc One Corporation ("BANC ONE") was merged (the "Merger") with
First Chicago NBD Corporation ("FCNBD") and the surviving entity is BANK ONE
COPORATION ("BANK ONE"). In connection with such merger, the Bank in its
capacity as servicer of the Banc One Auto Grantor Trust 1997-A (the "Trust"),
changed the independent accountants for the Trust from Coopers & Lybrand L.L.P.,
now PricewaterhouseCoopers LLP ("PwC") to Arthur Anderson LLP ("AA"),
historically engaged by FCNBD. BANK ONE has selected AA as the certifying
accountants for the merged entity. Selection of AA as the certifying accountant
was recommended to the Banc One Audit Committee on July 20, 1998. The Banc One
Audit Committee approved the selection and so reported to the Banc One Board of
Directors on July 21, 1998. The sole reason for the change of the independent
accountants for the Trust was to align the independent accountants of the Trust
with those of BANK ONE.
The Trust does not have financial statements and the reports of
independent accountants for the Trust are limited to (i) examining the assertion
of the Servicer that it has maintained effective internal control over the
servicing of accounts under the Master Pooling and Servicing Agreement for the
Trust, in accordance with standards established by the American Institute of
Certified Public Accountants. Therefore, the standards enumerated in Item 304 of
Regulation S-K under the Securities and Exchange Act of 1934 ("Item 304"), which
apply to audits of financial statements, are not applicable to the services
performed for the Trust by independent accountants. Nonetheless, the reports of
PwC with respect to the Trust for the fiscal year ended December 31, 1997 prior
to their replacement did not state that (x) the assertion of the servicer in
clause (i) above was not fairly stated, in all material respects, and there were
no disagreements (as defined in the instructions to Item 304 of Regulation S-K)
between PwC and the Bank, in its capacity as servicer to the Trust, in
connection with such reports and there have been no such disagreements (as
defined in the instructions to Item 304 of Regulation S-K) between PwC and the
Bank, in its capacity as servicer of the Trust, during the period from December
31, 1997 through the date of this filing. The decision to change accountants was
made in order to align the independent accountants of the Trust with those of
BANK ONE.
In the fiscal year prior to AA's appointment and the period from
December 31, 1997 through the date of AA's appointment, the Bank, in its
capacity as servicer of the Trust, did not consult AA in any matter with respect
to the Trust.
A letter from PwC stating their agreement with the statements made
herein is filed as Exhibit 16.01 to this Form 8-K/A.
