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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
COMMISSION FILE NUMBER 33-85782
------------------------------------
AUTO ONE SECURITIZATION CORPORATION
(As Originator of the trust for the 7.25% Automobile Loan Asset-Backed
Certificates, Series 1995-A)
DELAWARE 75-256429
(State of (I.R.S. Employer
Incorporation) Identification No.)
5550 L.B.J. FREEWAY, SUITE 901, DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip Code)
(214) 661-1234
(Registrant's telephone number, including area code)
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) and has been subject to
such filing requirements for the past 90 days. Yes [ ] No [x]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not be contained, to
the best of the 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. [ ]
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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<PAGE> 2
PART I
ITEM 2. PROPERTIES.
Exhibit 99.1 (the "Annual Settlement Statement") and Exhibit 99.2 (the
"Annual Master Servicer's Report") to this Report set forth certain information
relating to the trust (the "Trust") created for the 7.25% Automobile Loan
Asset- Backed Certificates, Series 1995-A (the "Certificates") with respect to
the period from the issuance of the Certificates on April 19, 1995 through the
end of the Trust's initial partial fiscal year on December 31, 1995. Such
information, which was derived from monthly settlement statements and monthly
master servicer reports relating to such period, delivered by Harris Trust &
Savings Bank, as trustee (the "Trustee") of the Trust or Auto One Acceptance
Corporation (the "Master Servicer"), pursuant to the Pooling and Servicing
Agreement (the "Pooling Agreement"), dated as of April 1, 1995, by and among
the Corporation as transferor (the "Transferor"), the Master Servicer and the
Trustee, is incorporated herein by this reference.
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 STOCKHOLDER MATTERS.
As of July 31, 1996, $70,000,000.00 in original aggregate principal amount
of Certificates had been issued (the aggregate principal balance of which at
July 31, 1996 was $38,886,118.20).
The information regarding the ownership of the Certificates set forth in
Item 12 below of this Report is incorporated herein by this reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of July 31, 1996, all of the Certificates were held of record by Cede &
Co., as nominee of The Depository Trust Company (the "DTC"). Based solely upon
information provided by DTC, as of July 31, 1996, the following entities had
owned through DTC interests in the Certificates equal to the following
principal balances. The Corporation does not know whether such entities are
the beneficial owners of such interests or whether they hold such interests in
a fiduciary or similar capacity for others.
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<TABLE>
<CAPTION>
PRINCIPAL PERCENT
NAME AND ADDRESS BALANCE OF CLASS
-------------------------------------------------------------------------
<S> <C> <C>
Bank of New York $4,055,433.27 10.429
925 Patterson Plank Road
Secaucus, New Jersey 07094
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Bank One Trust Company N.A. - State $3,944,218.97 10.143
30 West Spring Street
Columbus, Ohio 43266-0581
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Chase Manhattan Bank, N.A. $2,777,635.42 7.143
One Chase Manhattan Plaza
3B - Proxy Department
New York, New York 10081
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Chemical Bank $2,777,635.42 7.143
Auto Settlement Department
4 New York Plaza, 9th Floor
New York, New York 10004
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Citibank, N.A. $8,332,906.27 21.429
111 Wall Street
20th Floor, Zone 9
New York, New York 10043
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First National Bank of Chicago $7,499,576.76 19.286
One First National Plaza, Suite 0417
Chicago, Illinois 60670
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Northern Trust Co. - Trust $2,708,029.27 6.964
801 S. Canal C-ln
Chicago, Illinois 60607
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SSB Custodian $2,055,520.21 5.286
Quincy Securities Processing
A5W P. O. Box 1631
Boston, Massachusetts 02105-1631
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</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except for the transactions contemplated by the Pooling Agreement, the
Transferor is not aware of any transactions or series of similar transactions
during Fiscal Year 1995, or any currently proposed transaction or series of
similar transactions, in which the amount involved exceeded or is proposed to
exceed $60,000, to which the Transferor or the Trust is a party or is proposed
to be a party, and in which any person known to the Transferor to own more than
5% of the Certificates had or has a direct or indirect material interest.
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<PAGE> 4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of documents filed as a part of the report.
Exhibit 99.1: Annual Settlement Statement for the Trust for the
period April 19, 1995 through December 31, 1995
Exhibit 99.2: Annual Master Servicer's Report for the Trust for
the period April 19, 1995 through December 31, 1995
(b) Reports on Form 8-K.
Each month the Corporation files a current report on Form
8-K which includes, as an exhibit, a copy of the settlement
statement relating to the preceding monthly period required under
the Pooling Agreement to be delivered by the Trustee.
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SIGNATURES
Pursuant to the requirements of Section 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be executed on its
behalf by the undersigned, thereunto duly authorized.
AUTO ONE SECURITIZATION CORPORATION
(As originator of the Trust)
By: /s/ James W. Bass
-----------------------------------
James W. Bass, President
Dated: August 22, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title
- ---------------------------- -----------------------------------------------
/s/ Millard E. Morris Chairman of the Board
- ---------------------------- (principal executive officer)
Millard E. Morris
/s/ James W. Bass President
- ---------------------------- (principal financial and accounting officer)
James W. Bass
/s/ Mark R. Anderson Director
- ----------------------------
Mark R. Anderson
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<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
Exhibit 99.1: Annual Settlement Statement for the Trust for the period
April 19, 1995 through December 31, 1995
Exhibit 99.2: Annual Master Servicer's Report for the Trust for the period
April 19, 1995 through December 31, 1995
</TABLE>
<PAGE> 1
EX - 99.1
HARRIS TRUST AND SAVINGS BANK REMITTANCE ADVICE FOR
AUTO ONE SECURITIZATION CORPORATION AUTOMOBILE LOAN
ASSET-BACKED CERTIFICATES, SERIES 1995-A
DETERMINATION DATE: April 30, 1996 through December 31, 1996
DISTRIBUTION DATE: 1995 Year-end Aggregate
<TABLE>
<CAPTION>
AGGREGATED
AMOUNTS
-------
<S> <C> <C>
A. DISTRIBUTION AMOUNT
1. Monthly interest at Certificate Rate (7.25%) on the aggregate
Certificate Balance as of the Distribution Date (before giving
effect to any distributions made on such Distribution Date) $3,301,494.39
2. Carry-Forward Interest Amount 0.00
3. Principal portion of each payment received during the
preceding Due Period that was due on or after the related Cut-
off Date 1,920,901.88
4. Principal Prepayments in Full received during the preceding
Due Period (other than the principal portion of such Principal
Prepayments in Full due under the related Contracts prior to
their respective Cut-off Dates) 1,545,824.55
5. Outstanding Principal Balance of Defaulted Contracts as to
which Insurance Proceeds or Liquidation Proceeds were received
or the Gross Loss Amount was withdrawn from the Loss Reserve
Account during the Due Period Outstanding Principal Balance of
Defaulted Contracts as to which no Insurance Proceeds or
Liquidation Proceeds were received and as to which the Gross
Loss Amount was not withdrawn from the Loss Reserve Account
but which otherwise became a Defaulted Contract during the Due
Period and the Outstanding Principal Balance of each Contract
retransferred to the Transferor in connection with the
termination of the Trust 1,744,051.45
6. Carry-Forward Principal Amount 0.00
</TABLE>
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<TABLE>
<CAPTION>
AGGREGATED
AMOUNTS
-------
<S> <C> <C>
7. Principal distributable from the Excess Amount Available due
to the occurrence of an Event of Default 0.00
8. Principal distributable from the balance on deposit in the
Pre-Funding Account as of the close of business on the last
day of the Pre-Funding Account as of the close of business on
the last day of the Pre-Funding Period 0.00
9. Principal distributable from the balance on deposit in the
Revolving Account as of the close of business on the first
Business Day following the Revolving Period 5,431,376.13
10. Principal distributable from the balance on deposit in the
Revolving Account as of the close of business on the last day
of the preceding Due Period in excess of $5,000,000 0.00
11. Deemed Principal Collection Amount for the first Distribution
Date following the Revolving Period 0.00
Total Distribution Amount 13,943,648.40
B. DEEMED PRINCIPAL COLLECTION AMOUNT 0.00
C. EXCESS AMOUNT AVAILABLE
1. Calculation of Excess Amount Available 13,148,667.06
a. Amount Available for Distribution Date 13,148,667.06
b. Excess of Specified Reserve Account Balance over
actual balance in General Reserve Account after any
withdrawal for the Distribution Date 0.00
c. Certification Policy Claim Amount, if any 0.00
d. Optional payment by Certificate Insurer to Trustee
pursuant to the Pooling and Servicing Agreement, if
any 0.00
e. Distribution Amount for Distribution Date (8,512,272.27)
f. If such Distribution Date is during the Revolving
Period, Deemed Principal Collection Amount for
Distribution Date 0.00
Total Excess Amount Available 4,636,394.79
</TABLE>
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<TABLE>
<CAPTION>
AGGREGATED
AMOUNTS
-------
<S> <C> <C>
2. Distributions of Excess Amount Available
a. Amount payable to the Certificate Insurer under the
Insurance Agreement 44,650.99
b. General Reserve Account deposit 363,708.33
c. Trustee-reimbursement for expenses 0.00
d. Standby Servicer - reimbursement for expenses as per
Section 7 of Standby Servicing Agreement 0.00
e. Master Servicer - reimbursement for out-of-pocket
expenses per Sections 3.08 and 10.01 0.00
f. Master Servicer - reimbursement for expenses per
Section 6.03 0.00
g. Transferor - reimbursement for expenses per
Section 6.03 0.00
h. Pool Insurer - payment of unpaid retrospective
premiums due under the Pool Insurance Policy 0.00
i. Balance to Excess Yield Amount Owner 3,498,494.59
Total Distributions of Excess Amount Available 3,906,853.91
D. OTHER DISTRIBUTIONS FROM CERTIFICATE ACCOUNT
1. To Master Servicer - Excess Insurance and Liquidation Proceeds
and Servicing Fees 853,631.42
2. To Transferor - Collections on Contracts retransferred per
Section 2.02, 2.03 or 9.01 0.00
3. To Trustee - the Trustee Fee 13,661.36
4. To Transferor - late payment fees and earnings on Certificate
Account 33,386.09
E. DETERMINATION OF SHORTFALL (EXPRESSED AS A DOLLAR AMOUNT PER
CERTIFICATE EVIDENCING A $1,000 DENOMINATION)
1. Amount required to be distributed to Certificateholders 13,943,648.40
2. Actual Distribution to Certificateholders (13,943,648.40)
</TABLE>
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<TABLE>
<CAPTION>
AGGREGATED
AMOUNTS
-------
<S> <C> <C>
3. Carry Forward Amount (only if a deficit) 0.00
a. Carry Forward Interest Amount 0.00
b. Carry Forward Principal Amount 0.00
F. POOL OUTSTANDING PRINCIPAL BALANCE AS OF THE END OF THE PRECEDING DUE
PERIOD
(expressed as a dollar amount per Certificate evidencing a $1,000
denomination) 59,357,845.90
G. BALANCE IN THE PRE-FUNDING ACCOUNT AS OF THE END OF THE PRECEDING DUE
PERIOD
(expressed as a dollar amount per Certificate evidencing a $1,000
denomination) 847.97
H. BALANCE IN THE REVOLVING ACCOUNT AS OF THE END OF THE PRECEDING DUE
PERIOD
(expressed as a dollar amount per Certificate evidencing a $1,000
denomination) 0.00
I. DELINQUENT CONTRACTS
1. Number of Delinquent Contracts delinquent one or more months
at the end of the month 218.00
2. Aggregate Outstanding Principal Balance of Delinquent
Contracts delinquent one or more months at the end of the
month 2,373,720.00
J. GENERAL RESERVE ACCOUNT
1. Balance 514,022.46
2. Amount of withdrawal from General Reserve Account included in
distribution to Certificateholders
(expressed as a dollar amount per Certificate evidencing a
$1,000 denomination) 0.00
3. Amount of withdrawal from General Reserve Account deposited in
Revolving Account 0.00
4. Deposits to General Reserve Account 0.00
</TABLE>
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<TABLE>
<CAPTION>
AGGREGATED
AMOUNTS
-------
<S> <C> <C>
5. Excess of Specified Reserve Fund Balance over actual balance
in General Reserve Account after any withdrawals for the
Distribution Date 0.00
6. Remaining Balance in the General Reserve Account after any
withdrawal and any addition for the Distribution Date 514,022.46
7. Earnings in General Reserve Account distributed to Excess
Yield Amount Owner 2,499.32
K. LOSS RESERVE ACCOUNT
1. Balance in the Loss Reserve Account at the beginning of the
preceding Due Period 1,184,777.84
2. Deposits by the Transferor into the Loss Reserve Account
during the preceding Due Period 6,004,318.80
3. Withdrawals from the Loss Reserve Account during the preceding
Due Period with respect to Defaulted Contracts (7,354,821.37)
4. Net Liquidation Proceeds and Insurance Proceeds deposited in
the Loss Reserve Account during the preceding Due Period with
respect to Defaulted Contracts for which amounts previously
were withdrawn from the Loss Reserve Account 217,366.70
5. Earnings on investments on deposit in the Loss Reserve Account 40,096.67
6. Earnings in the Loss Reserve Account distributed to the Excess
Yield Owner Amount 40,096.67
Balance on deposit in the Loss Reserve Account at the end of the
preceding Due Period 51,641.97
L. PRE-FUNDING ACCOUNT
1. Balance on deposit in the Pre-Funding Account at the beginning
of the preceding Due Period 11,152,972.73
2. Aggregate Individual Sold Balances of all Additional Contracts
transferred to the Trust in exchange for funds on deposit in
the Pre-Funding Account during the preceding Due Period as of
their respective Subsequent Cut-off Dates (11,152,972.73)
</TABLE>
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<TABLE>
<CAPTION>
AGGREGATED
AMOUNTS
-------
<S> <C> <C>
3. Earnings on investments deposited in the Pre-Funding Account
during the preceding Due Period 34,290.46
4. Earnings in the Pre-Funding Account distributed to the Excess
Yield Amount Owner during the preceding Due Period (34,290.46)
5. Amount withdrawn from the Pre-Funding Account for distribution
to Certificateholders during the preceding Due Period 0.00
6. Balance on deposit in the Pre-Funding Account at the end of
the preceding Due Period 0.00
M. REVOLVING ACCOUNT
1. Balance on deposit in the Revolving Account at the beginning
of the preceding Due Period 0.00
2. Principal collections deposited in the Revolving Account
during the related Due Period 13,351,064.44
3. Deemed Principal Collection Amount deposited in the Revolving
Account during the related Due Period 0.00
4. Aggregate Individual Sold Balances of all Additional Contracts
transferred to the Trust in exchange for funds on deposit in
the Revolving Account during the preceding Due Period as of
their respective Subsequent Cut-off Dates (7,919,688.31)
5. Earnings on investments deposited in the Revolving account
during the preceding Due Period 35,558.39
6. Earnings on the Revolving Account distributed to the Excess
Yield Amount Owner during the preceding Due Period (35,557.89)
7. Amount withdrawn from the Revolving Account for distribution
to Certificateholders during the preceding Due Period (5,431,376.13)
8. Balance on deposit in the Revolving Account at the end of the
preceding Due Period .50
N. CERTIFICATE FACTOR AS OF DISTRIBUTION DATE 0.00
</TABLE>
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<TABLE>
<CAPTION>
AGGREGATED
AMOUNTS
-------
<S> <C> <C>
O. CERTIFICATE POLICY
1. Policy Claim Amount
(expressed as a dollar amount per Certificate evidencing a
$1,000 denomination) 0.00
P. OPTIONAL CERTIFICATE INSURER PAYMENT
a. Amount of Payment
(expressed as a dollar amount per Certificate evidencing a
$1,000 denomination) 0.00
</TABLE>
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EX - 99.2
MASTER SERVICER REPORT FOR
AUTO ONE SECURITIZATION CORPORATION
AUTOMOBILE LOAN ASSET-BACKED CERTIFICATES, SERIES 1995-A
DETERMINATION DATE: April 30, 1996 through December 31, 1996
DISTRIBUTION DATE: 1995 Year-end Aggregate
<TABLE>
<S> <C> <C>
A. DEPOSITS TO COLLECTION ACCOUNT
1. Payments on Contracts, including late payment fees and
extension fees $19,263,503.08
2. Insurance Proceeds and Liquidation Proceeds (net of
restorations and repairs and amounts or retained for
reimbursement of Liquidation Expenses or Insured Expenses) 7,244,577.91
3. Amounts received from Transferor (including for the first
Distribution Date amounts deposited pursuant to 2.01 (b)) 0.00
TOTAL DEPOSITS TO COLLECTION ACCOUNT FROM LOCKBOX ACCOUNT 26,508,080.99
B. PAYMENTS TO MASTER SERVICER AND TRANSFEROR
1. To Master Servicer or Subservicer amounts deposited in error in
Collection Account or Certificate Account 0.00
2. To Master Servicer - Excessive Insurance & Liquidation proceeds 0.00
3. To Transferor - Collections on Contracts retransferred per
Section 2.02, 2.03 or 9.01 0.00
4. To Transferor - Late payment fees 33,386.09
5. From Excess Amount Available (Section 4.01 (iii)) (Maximum
amounts subject to availability of funds) 0.00
a. Reimburse Master Servicer for out-of-pocket expenses per
Sections 3.08 and 10.01 0.00
b. Reimburse Master Servicer for expenses incurred per
Section 6.03 0.00
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
c. Reimburse Transferor for expenses incurred per Section
6.03 (to the extent known by Master Servicer) 0.00
C. DISTRIBUTION AMOUNT
1. Principal portion of each payment received during the preceding
Due Period that was due on or after the related Cut-off Date 7,443,173.56
2. Principal Prepayments in Full received during the preceding Due
Period (other than the principal portion of any such Principal
Prepayments in Full due under the related Contracts prior to
their respective Cut-off Dates) 4,134,861.14
3. Outstanding Principal Balance of Defaulted Contract as to which
Insurance Proceeds or Liquidation Proceeds were received or the
Gross Loss Amount was withdrawn from the Loss Reserve Account
during the Due Period, Outstanding Principal Balance of
Defaulted Contracts as to which no Insurance Proceeds or
Liquidation Proceeds were received and as to which otherwise
became a Defaulted Contract during the Due Period and the
Outstanding Principal Balance of each Contract retransferred to
the Transferor in connection with the termination of the Trust 6,983,807.62
D. TOTAL TRANSFERS FROM COLLECTION ACCOUNT TO REVOLVING ACCOUNT DURING DUE
PERIOD [INCLUDED ONLY FOR REPORTS RELATING TO REVOLVING PERIOD] 18,561,842.32
E. DEEMED PRINCIPAL COLLECTION AMOUNT [INCLUDED ONLY FOR REPORTS RELATING
TO REVOLVING PERIOD]
1. Outstanding Principal Balance of each Contract required to be
retransferred to the Transferor during the Due Period 990,264.38
2. Outstanding Principal Balance of Defaulted Contracts as to
which no Insurance Proceeds or Liquidation Proceeds were
received and as to which the Gross Loss Amount was not
withdrawn from the Loss Reserve Account but which otherwise
became a Defaulted Contract during the Due Period 0.00
F. POOL OUTSTANDING PRINCIPAL BALANCE AS OF THE END OF THE MONTH 59,357,845.99
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C> <C>
G. DELINQUENT CONTRACTS
1. Number of Delinquent Contracts 218
2. Aggregate Outstanding Principal Balance of Delinquent Contracts 2,373,720.00
H. DEFAULTED CONTRACTS
1. List for each Defaulted Contract date of default, the date the
Liquidation Proceeds were received or Gross Loss Amount was
withdrawn form the Loss Reserved Account and the amount
thereof. Report information each month until Liquidation or
Insurance Proceeds are received or Gross Loss Amount is
withdrawn from the Loss Reserve Account.
2. Aggregate amount of interest collected on Contracts for Due
Period 876,969.09
</TABLE>
Auto One Acceptance Corporation,
as Master Servicer
By: Ron Kincheloe
------------------------------------
Date: 8/12/96
----------------------------------
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