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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
CURRENT REPORT
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
333-22327
(Commission File)
NATIONSCREDIT GRANTOR TRUST 1997 - 2
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(Exact name of registrant as specified in charter)
Delaware 75-2655744
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
225 E. John Carpenter Freeway, Irving Texas 75062-2731
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 506-5026
Securities registered pursuant to section 12(g) of the Act:
6.35% Marine Receivable-Backed Certificates
6.25% Recreational Vehicle Certificates
(Title of Class)
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 pas 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)
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PART I
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Item 1. Business.
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The NationsCredit Grantor Trust 1997-2 (the "Trust") was formed pursuant to
a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of September 30, 1997 among NationsCredit Securitization Corporation
(the "Seller"), NationsCredit Commercial Corporation of America, as Servicer
(the "Servicer") and Bankers Trust Company, as trustee (the "Trustee"). The
Trust's only business is to act as a passive trust to permit investment in a
pool of retail installment sales contracts.
Item 2. Properties.
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The assets of the Trust include a pool of marine and recreational vehicle
retail installment sales contracts (the "Receivables"), the security interests
in the collateral securing the Receivables and certain other property more
specifically set forth in the Pooling and Servicing Agreement.
Item 3. Legal Proceedings.
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There are no pending legal proceedings with respect to the Trustee
involving the Trust, Bankers Trust Company, as Trustee, or NationsCredit
Distribution Finance, Inc., as Servicer.
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 Registrant's Common Equity and Related Stockholder Matters.
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(a) Market Information. There is no established public trading
market for the Certificates.
(b) Holders. Since each of the Certificates was issued in book entry
form only, there is only one holder of record of the
Certificates. See Item 12 below.
(c) Dividends. 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 12. Security Ownership of Certain Beneficial Owners and Management.
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The Certificates are represented by one or more Certificates
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 Certificate representing such interest
except in limited circumstances. Accordingly, Cede & Co. is the
sole holder of record of the Certificates, which it holds on behalf
of brokers, dealers, banks and other participants in the DTC system.
Such participants may hold Certificates 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
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Item 13. Certain Relationships and Related Transactions.
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None.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8K.
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(a)
1. Not applicable.
2. Not applicable.
3. Exhibits:
99.4 Annual Statement as to Compliance
99.5 Report of Independent Accountants
(b) Reports on Form 8-K
NationsCredit Grantor Trust 1997-2 filed a Current Report on Form 8-K
pursuant to Items 5 and 7 for the following monthly distribution dates during
1997, including the Servicer's Certificate for each due period provided to
Bankers Trust Company, as Trustee.
Date of Reports on Form 8-K
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October, 1997
November, 1997
December, 1997
(c) The exhibits filed as a part of this report are listed in the
Index to Exhibits on Page 5
(d) Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as ammended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
NATIONSCREDIT GRANTOR TRUST 1997 - 2
(Registrant)
By: NationsCredit Commercial Corporation of America,
as Servicer of NationsCredit Grantor Trust 1997-2
Date: March 30, 1998 By: /s/ LAWRENCE ANGELILLI
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Name: Lawrence Angelilli
Title: Vice President
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Exhibit 99.1
NATIONSCREDIT DISTRIBUTION FINANCE, INC.
ANNUAL OFFICER CERTIFICATE
NationsCredit Grantor Trust 1997-2
The undersigned certifies that he is the Vice President-Treasurer of
NationsCredit Distribution Finance, Inc., a Georgia corporation (the
"Servicer"), and that as such he is duly authorized to execute and deliver
this certificate on behalf of the Servicer pursuant to Section 13.10 of the
Pooling and Servicing Agreement dated as of September 30, 1997 among
NationsCredit Securitization Corporation, NationsCredit Commercial Corporation
and Bankers Trust Company (the 'Agreement') and further certifies that ( I )
a review of the activities of the Servicer during the period September 30,
1997 up to and including December 31, 1997 and of its performance under the
Agreement has been made and (ii) based on such review, the Servicer has
fulfilled all of its obligations under the Agreement during the period
September 30, 1997 up to and including December 31, 1997.
IN WITNESS WHEREOF, I have affixed hereto my signature this the 30th day of
March, 1998.
NationsCredit Distribution Finance, Inc.
By: /s/ LAWRENCE ANGELILLI
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Lawrence Angelilli
Vice President-Treasurer
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Exhibit 99.2
ON PRICE WATERHOUSE LETTERHEAD
Loan Servicing Report of Independent Accountants
March 25, 1998
To the Board of Directors of
NationsCredit Commercial Corporation
We have examined management's assertion about NationsCredit Commercial
Corporation's compliance with the servicing requirements outlined in sections
12.3, 13.8, 13.8A, 14.1, 14.1A, 14.2, 14.2A, 14.3, 14.6, 14.7 and 14.7A of the
Pooling and Servicing Agreement dated September 30, 1997 (the "Agreement") for
the NationsCredit Grantor Trust 1997-2 securitization during the year ended
December 31, 1997 included in the accompanying management assertion.
Management is responsible for NationsCredit Commercial Corporation's
compliance with those requirements. Our responsibility is to express an
opinion on management's assertion about NationsCredit Commercial Corporation's
compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about NationsCredit Commercial
Corporation's compliance with those requirements and performing such other
procedures as we considered necessary in the circumstances. We believe that
our examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on NationsCredit Commercial
Corporation's compliance with specified requirements.
In our opinion, management's assertion that NationsCredit Commercial
Corporation complied with the aforementioned sections of the Agreement for the
year ended December 31, 1997 is fairly stated, in all material respects.
/s/ PRICE WATEHOUSE LLP
Page 1 of 4
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ON NATIONCREDIT LETTERHEAD
March 25, 1998
Price Waterhouse LLP
NationsBank Corporate Center
Suite 5400
100 North Tryon Street
Charlotte, NC 28202
Dear Sirs:
As of and for the year ended December 31, 1997, NationsCredit Commercial
Corporation has complied in all material respects with the servicing
procedures outlined in sections 12.3, 13.8, 13.8A, 14.1, 14.1A, 14.2, 14.2A,
14.3, 14.6, 14.7 and 14.7A of the Pooling and Servicing Agreement dated
September 30, 1997 for the NationsCredit Grantor Trust 1997-2 securitization.
/s/ MIKE PARKS
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Mike Parks, SVP
NationsCredit Commercial Corporation
/s/ DAVE DISTEL
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Dave Distel, SVP
NationsCredit Commercial Corporation
/s/ LAWRENCE ANGELILLI
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Lawrence Angelilli, Treasurer
NationsCredit Corporation
Page 2 of 4
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ON NATIONSCREDIT LETTERHEAD
March 25, 1998
Price Waterhouse LLP
NationsBank Corporate Center
Suite 5400
100 North Tryon Street
Charlotte, NC 28202
Ladies and Gentlemen:
In connection with the examination performed by you as required by section
13.11 of the Pooling and Servicing Agreement for the NationsCredit Grantor
Trust 1997-2 securitization dated as of September 30, 1997 (the "Agreement"),
between NationsCredit Commercial Corporation of America (the "Company"), as
Servicer, NationsCredit Securitization Corporation, as Depositor, and Bankers
Trust Company, as Trustee and Collateral Agent, as of and for the year ended
December 31, 1997, we confirm to the best of our knowledge and belief, the
following representations made to you during the performance of your
examination: (NOTE: Capitalized terms used within this letter without
definition shall have the meanings assigned in the Agreement.)
1. We acknowledge management's responsibility for complying with all sections
related to servicing the Receivables held by the Trust.
2. We have performed an evaluation of the Company's compliance with 12.3,
13.8, 14.1, 14.2, 14.3, 14.6 and 14.7 of the Agreement.
3. As of and for the year ended December 31, 1997, the Company has complied
with the aforementioned sections of the Agreement
4. We are not aware of (a) any irregularities involving management or
employees who have significant roles in the system of internal accounting
control, or any irregularities involving other employees that could have a
material effect on the Agreement, or (b) any violations or possible
violations of laws or regulations the effects of which should be
considered for disclosure in your report. We have complied with all
aspects of the Agreement.
5. We have made available to you all financial records and documentation
related to compliance with the specified requirements.
6. We have disclosed any communications from regulatory agencies, internal
auditors, and other practitioners concerning possible noncompliance with
the specified requirements, including communications through March 25,
1998.
7. We acknowledge management's responsibility for establishing and
maintaining an effective internal control structure over compliance.
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8. We have disclosed to you any known noncompliance with the aforementioned
sections of the Agreement.
9. We have disclosed to you any known noncompliance occurring through
March 25, 1998.
10. All investments were Permitted Investments as of and for the year ended
December 31, 1997.
11. All deposits to the Collection Account as of and for the year then ended
December 31, 1997, were made in accordance with section 14.2 of the
Agreement.
12. We are not aware of any events that would be considered Events of Default
as defined in section 18.1 of the Agreement.
/s/ MIKE PARKS
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Mike Parks, SVP
NationsCredit Commercial Corporation
/s/ DAVID DISTEL
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David Distel, SVP
NationsCredit Commercial Corporation
/s/ LAWRENCE ANGELILLI
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Lawrence Angelilli, Treasurer
NationsCredit Corporation
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