<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 1998
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FIRST SECURITY BANK-Registered Trademark-, N.A.
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(Exact name of registrant as specified in its charter)
United States of America 333-35847 87-0131890
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(State or other Jurisdiction (Commission File Number) (I.R.S. employer
of Incorporation) Identification No.)
79 South Main Street
Salt Lake City, Utah 84111
(Address of principal executive offices)
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Registrant's telephone number, including area code: 801-246-5706
Page 1 of 4
Exhibit Index appears on Page 4
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<PAGE>
ITEM 5. OTHER EVENTS
On April 14, 1998, the registrant made available to prospective
investors a series term sheet setting forth a description of the collateral pool
and the proposed structure of $478,120,031.85 aggregate principal amount of
5.97% Asset Backed Certificates, Class A and $22,530,000.00 aggregate principal
amount of 6.12% Asset Backed Certificates, Class B of First Security Auto
Grantor Trust 1998-A. The term sheet is attached hereto as Exhibit 99.
EXHIBIT 99 The following is filed as an Exhibit to this Report under
Exhibit 99.
Term Sheet dated April 14, 1998, with respect to the proposed
issuance of the Class A Certificates and the Class B
Certificates of First Security Auto Grantor Trust 1998-A.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
FIRST SECURITY BANK-Registered
Trademark-, N.A.
(Registrant)
Dated: April 14, 1998 By: /s/ Scott C. Ulbrich
-------------------------------
Name: Scott C. Ulbrich
Title: Chief Financial Officer
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
- --------------- ------------------------------------- -------------
<S> <C> <C>
99 Term Sheet dated as of April 14, 1998
</TABLE>
<PAGE>
SUBJECT TO REVISION EXHIBIT 99
TERM SHEET DATED APRIL 14, 1998
$500,650,031.85
$478,120,031.85 ___% ASSET BACKED CERTIFICATES, CLASS A
$22,530,000.00 ___% ASSET BACKED CERTIFICATES, CLASS B
FIRST SECURITY-Registered Trademark- AUTO GRANTOR TRUST 1998-A
ISSUER
FIRST SECURITY BANK-Registered Trademark-, N.A.
SELLER AND SERVICER
Attached is a preliminary term sheet (the "Term Sheet") describing the
structure, collateral pool and certain aspects of the First Security-Registered
Trademark- Auto Grantor Trust 1998-A (the "Trust"). The information contained
in the attached Term Sheet is referred to as the "Information".
The attached Term Sheet has been prepared with the cooperation of First Security
Bank, N.A. (the "Bank"). Neither the underwriters, nor any of their affiliates,
makes any representation as to the accuracy or completeness of the Information.
The description of the collateral pool and other Information contained herein is
preliminary and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. In addition, the attached Term Sheet supersedes any prior or
similar term sheet.
The Information addresses only certain aspects of the applicable security's
characteristics and thus does not provide a complete assessment. As such, the
Information may not reflect the impact of all structural characteristics of the
security. The assumptions underlying the Information, including structure and
collateral, may be modified from time to time to reflect changed circumstances.
Although a registration statement (including the prospectus) relating to the
securities discussed in this communication has been filed with the Securities
and Exchange Commission and is effective, a final prospectus supplement relating
to the securities discussed in this communication has not been filed with the
Securities and Exchange Commission. A final prospectus supplement will be filed
after the securities have been priced and all of the terms and information are
finalized. This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
discussed in this communication in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the securities discussed in this communication ("Offering
Documents") for definitive Information on any matter discussed in this
communication. Any investment decision should be based on the data in the
Offering Documents and the then current version of the Information. Offering
Documents contain data that is current as of their publication dates and after
publication may no longer be complete or current. A final prospectus and
prospectus supplement may be obtained by contacting the J.P. Morgan Asset
Finance Group at (212) 648-4506.
Sales of the securities to be offered by the Trust may not be consummated unless
the purchaser has received the Offering Documents. The securities to be offered
by the Trust under the Offering Documents have not been approved or disapproved
by the Commission or any state securities commission; any representation to the
contrary is a criminal offense.
UNDERWRITERS OF THE CERTIFICATES
J.P. MORGAN & CO.
<PAGE>
BANCAMERICA ROBERTSON STEPHENS
FIRST SECURITY CAPITAL MARKETS, INC.
<PAGE>
FIRST SECURITY-Registered Trademark- AUTO GRANTOR TRUST 1998-A
FIRST SECURITY BANK-Registered Trademark-, N.A., SELLER AND SERVICER
Subject to Revision
Term Sheet Dated April 14, 1998
Capitalized terms used below which are not defined have the meanings specified
in the Base Prospectus of First Security Bank-Registered Trademark-, N.A. Dated
April __, 1998 and pertaining to First Security-Registered Trademark- Auto
Grantor Trusts. A copy of such Prospectus is available from the Securities and
Exchange Commission.
Issuer . . . . . . . . . . . . First Security Auto Grantor Trust 1998-A (the
"Trust" or the "Issuer").
Trustee. . . . . . . . . . . . Bankers Trust Company will act as the Trustee
of the Certificates.
Collateral Agent . . . . . . . Bankers Trust Company will act as the
Collateral Agent of the Certificates.
The Certificates . . . . . . . 1) ____% Asset Backed Certificates, Class A
(the "Class A Certificates") in the
aggregate initial principal amount of
$478,120,031.85.
2) ____% Asset Backed Certificates, Class B
(the "Class B Certificates") in the
aggregate principal amount of
$22,530,000.00.
Trust Property . . . . . . . . The principal property of the Trust will
include: (i) a pool of fixed rate motor
vehicle installment sale contracts and
installment loans; (ii) all monies due or
received thereunder on and after the Cutoff
Date; and (iii) security interests in the
Financed Vehicles.
Terms of the Certificates:
A. Distribution Date . . . . The 15th day of each month (or, if such day
is not a business day, the next succeeding
business day), beginning May 15, 1998 (the
"Initial Distribution Date").
B. Interest. . . . . . . . . On each Distribution Date, interest at the
Class A Pass-Through Rate of ____% on the
Class A Certificate Balance and interest at
the Class B Pass-Through Rate of ____% on the
Class B Certificate Balance will be
distributed to registered holders of each of
the Class A Certificates and the Class B
Certificates to the extent that sufficient
funds are on deposit on such Distribution
Date in the Certificate Account or available
in the Reserve Account to make such
distribution. The rights of the Class B
Certificateholders to receive payments of
interest will be subordinated to the rights
of the Class A Certificateholders to receive
payments of interest. See "--Subordination."
C. Principal . . . . . . . . On each Distribution Date, all payments of
principal on the
<PAGE>
Receivables received by the Servicer during
the related Collection Period, plus all
Liquidation Proceeds, to the extent allocable
to principal will be distributed by the
Trustee PRO RATA to the Class A
Certificateholders and the Class B
Certificateholders to the extent that
sufficient funds are on deposit in the
Certificate Account or available in the
Reserve Account. The rights of the Class B
Certificateholders to receive payments of
principal will be subordinated to the rights
of the Class A Certificateholders to receive
payments of interest and principal. See
"--Subordination."
D. Optional Purchase . . . . The Servicer may purchase all of the Trust
Property on any Distribution Date at a
purchase price equal to the aggregate of the
Purchase Amounts of the remaining Receivables
(other than Defaulted Receivables) if (i) the
Pool Balance as of the last day of a
Collection Period has declined to 10% or less
of the Aggregate Principal Balance and (ii)
the aggregate Purchase Price Amount for the
Receivables is greater than or equal to the
sum of the Class A Certificate Balance and
the Class B Certificate Balance.
Subordination. . . . . . . . . Distributions of interest and principal on
the Class B Certificates will be subordinated
in priority of payment to distributions of
interest and principal on the Class A
Certificates in the event of defaults on the
Receivables. The Class B Certificateholders
will not receive any distributions of
interest with respect to a Collection Period
until the full amount of interest on the
Class A Certificates relating to such
Collection Period has been deposited in the
Class A Distribution Account. The Class B
Certificateholders will not receive any
distributions of principal with respect to
such Collection Period until the full amount
of interest on and principal of the Class A
Certificates relating to such Collection
Period has been deposited in the Class A
Distribution Account.
Reserve Account. . . . . . . . A Reserve Account will be established and
maintained by the Seller, in the name of, and
under the control of, the Collateral Agent
with an initial deposit of cash or certain
investments having a value equal to
$12,516,250.80 (the "Reserve Account Initial
Deposit"). In addition, amounts remaining in
the Certificate Account with respect to the
related Collection Period after payments to
the Certificateholders and the Servicer have
been made will be deposited into the Reserve
Account until the amount of the Reserve
Account is equal to the Specified Reserve
Account Balance (as described below). Funds
will be withdrawn from the Reserve Account to
reimburse the Servicer for Advances
previously made and not reimbursed and to the
extent the amount required to be distributed
to the Certificateholders and the Servicer
exceeds the amount on deposit in the
Collection Account.
Specified Reserve Account
Balance . . . . . . . . . On each Distribution Date, the "Specified
Reserve Account Balance" will equal 4.5%
(the "Basic Reserve Account Percentage") of
the Pool Balance as of the last day of the
related Collection Period, but in any event
will not be less than the lesser of (i)
$10,013,000.64 (the "Reserve Account Floor
Amount") and (ii) the Full Payoff Amount (or,
under certain circumstances, a higher
amount). The Specified
<PAGE>
Reserve Account Balance may be reduced to
a lesser amount as determined by the
Seller; provided that the Seller gives
written notice of such reduction to the
Rating Agencies and such reduction does
not adversely affect the ratings of the
Certificates by the Rating Agencies.
Amounts in the Reserve Account on any
Distribution Date (after giving effect to
all distributions made on that date) in
excess of the Specified Reserve Account
Balance for such Distribution Date will be
paid to the Seller.
Yield Supplement Agreement . . The Seller will enter into a Yield Supplement
Agreement with the Trust which will provide
funds to supplement the interest collections
on any Receivable that has a Contract Rate
below the applicable Class A Pass-Through
Rate or the Class B Pass-Through Rate, plus
the Basic Servicing Fee Rate. The Seller's
obligations under the Yield Supplement
Agreement will be secured by funds on deposit
in the Yield Supplement Account, the initial
balance of which shall equal $____________
(the "Yield Supplement Initial Deposit").
Tax Status . . . . . . . . . . In the opinion of Kirkland & Ellis, special
tax counsel to the Seller, the Trust will be
classified for Federal income tax purposes as
a grantor trust and not as an association
taxable as a corporation. Certificate Owners
must report their respective allocable shares
of income earned on Trust assets and, subject
to certain limitations applicable to
individuals, estates and trusts, may deduct
their respective allocable shares of
reasonable servicing and other fees.
Prospective investors should consult their
own tax advisors to determine the federal,
state, local, and other tax consequences of
the purchase, ownership and disposition of
the Class A Certificates or the Class B
Certificates. Prospective investors should
note that no rulings have been or will be
sought from the Internal Revenue Service (the
"IRS") with respect to any of the federal
income tax consequences discussed herein and
no assurance can be given that the IRS will
not take a contrary position.
ERISA Considerations . . . . . As described in the Offering Documents, the
Class A Certificates may be purchased by
employee benefit plans that are subject to
the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), upon
satisfaction of certain conditions described
therein. Employee benefit plans subject to
ERISA will not be eligible to purchase Class
B Certificates. Any benefit plan fiduciary
considering a purchase of Certificates
should, among other things, consult with
experienced legal counsel in determining
whether all required conditions have been
satisfied.
Ratings. . . . . . . . . . . . As a condition of issuance, the Class A
Certificates will be rated AAA or its
equivalent and the Class B Certificates will
be rated A or its equivalent by at least one
nationally recognized rating agency.
<PAGE>
THE RECEIVABLES
SELECTION CRITERIA
Approximately 97.33% of the Aggregate Principal Balance of Motor Vehicle
Loans were originated by the Seller through Dealers in the ordinary course of
the Seller's business and in accordance with the Seller's underwriting
standards; the remainder of the Aggregate Principal Balance of Motor Vehicle
Loans were made directly by the Seller to the Obligors in accordance with the
Seller's underwriting standards. The Receivables were selected by the Seller
based on several criteria, including that such Receivable: (i) is secured by a
security interest in either a new or used automobile or light truck; (ii)
provides for a contractual interest rate of at least 6.00% and not more than
32.00%; (iii) has a remaining maturity, as of the Cutoff Date, of not less than
6 months and not more than 66 months; (iv) has a remaining principal balance of
not less than $100 and not more than $80,000; (v) as of the Cutoff Date, was not
more than 29 days past due; (vi) the related Financed Vehicle had not been
repossessed as of the Cutoff Date; (vii) is a simple interest receivable; (viii)
has no provision for the Dealer of the related Financed Vehicle to have a
participation in, or other right to receive, any proceeds of such Receivable;
and (ix) was originated on or after December 18, 1991. No procedures adverse to
the Certificateholders were used by the Seller in selecting the Receivables to
be transferred to the Trust on the Closing Date.
CERTAIN CHARACTERISTICS
The Receivables had the following characteristics in the aggregate as of
the Cutoff Date: (i) approximately 32.70% of the Aggregate Principal Balance was
attributable to loans for purchases of new Financed Vehicles and approximately
67.30% of the Aggregate Principal Balance was attributable to loans for
purchases of used Financed Vehicles; (ii) the weighted average Contract Rate of
the Receivables was 10.634%; (iii) there are 42,959 Receivables being conveyed
by the Seller to the Trust; (iv) the average principal balance of a Receivable,
as of the Cutoff Date, was $11,654.14; and (v) the weighted average original
term and weighted average remaining term of the Receivables were 62.62 months
and 53.56 months, respectively.
The composition and distribution by Contract Rate of the Receivables as of
the Cutoff Date are set forth in the following tables:
COMPOSITION OF THE RECEIVABLES
<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE NUMBER OF AVERAGE WEIGHTED AVERAGE
CONTRACT RATE AGGREGATE RECEIVABLES PRINCIPAL AVERAGE ORIGINAL
OF RECEIVABLES PRINCIPAL BALANCE IN POOL BALANCE REMAINING TERM TERM
-------------- ----------------- ------- ------- -------------- ---------
<S> <C> <C> <C> <C> <C>
10.634% $500,650,031.85 42,959 $11,654.14 53.56 mos. 62.62 mos.
</TABLE>
<PAGE>
DISTRIBUTION BY CONTRACT RATE OF THE RECEIVABLES
<TABLE>
<CAPTION>
Number of Aggregate Percent of Aggregate
Receivables Principal Balance Principal Balance(1)
----------- ----------------- ---------------------
<S> <C> <C> <C>
Contract Rate Range (%)
6.00-6.99 . . . . . . . 131 $589,276.59 0.12%
7.00-7.99 . . . . . . . 1,615 21,114,225.89 4.22
8.00-8.99 . . . . . . . 5,418 74,647,405.47 14.91
9.00-9.99 . . . . . . . 10,621 143,000,910.45 28.56
10.00-10.99 . . . . . . 8,731 105,417,426.73 21.06
11.00-11.99 . . . . . . 5,255 58,173,267.59 11.62
12.00-12.99 . . . . . . 4,260 43,152,967.08 8.62
13.00-13.99 . . . . . . 2,091 20,573,584.76 4.11
14.00-14.99 . . . . . . 1,924 15,212,204.28 3.04
15.00 and up. . . . . . 2,913 18,768,763.01 3.78
------ --------------- --------
Total. . . . . . . 42,959 $500,650,031.85 100.00%
------ --------------- --------
------ --------------- --------
</TABLE>
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(1) Total exceeds 100% as a result of rounding.
GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES
The following table sets forth the percentage of the Aggregate Principal
Balance in the states with the largest concentration of Receivables based on the
billing addresses of the Obligors. No other state accounts for more than 1.0%
of the Aggregate Principal Balance.
<TABLE>
<CAPTION>
Percentage of
STATE Aggregate Principal Balance
---------------------------
<S> <C>
Utah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29.50%
Idaho. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28.98%
Oregon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11.68%
Nevada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10.39%
Washington . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.48%
Montana. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.10%
Wyoming. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.90%
</TABLE>
DELINQUENCY AND LOSS EXPERIENCE OF THE SELLER
The tables set forth below indicate the delinquency and credit
loss/repossession experience for each of the last five calendar years of the
Bank's managed portfolio of Motor Vehicle Loans (including receivables sold
which the Bank continues to service). The tables include both Motor Vehicle
Loans originated directly by the Bank as well as those originated through
Dealers in a relative proportion substantially similar to the Motor Vehicle
Loans to be transferred to the Trust. Fluctuations in delinquencies,
repossessions and charge-offs generally follow trends in the overall economic
environment and may be affected by such factors as increased competition for
obligors, rising consumer debt burden per household and increases in personal
bankruptcies. The Bank believes that the increase in delinquencies in 1996 was
due primarily to the merger in September 1996 of the Bank's Utah and Idaho
collection departments and some associated turnover in personnel which resulted
in a lack of continuity in the collections function. The Bank believes that
most of the merger related issues have since been resolved. No assurance can be
made that the delinquency and
<PAGE>
loss experience for the Motor Vehicle Loans as whole or those transferred to the
Trust in the future will be similar to the historical experience set forth
below.
DELINQUENCY EXPERIENCE
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
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1997 1996 1995 1,994 1993
------------------ ------------------- ------------------- ------------------ -------------------
NUMBER NUMBER NUMBER NUMBER NUMBER
OF LOANS AMOUNT OF LOANS AMOUNT OF LOANS AMOUNT OF LOANS AMOUNT OF LOANS AMOUNT
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio at
Period End 242,396 $2,557,565 200,922 $1,979,782 193,634 $1,824,411 197,996 $1,885,491 159,870 $1,409,268
Delinquency (1)
30-59 Days 3,557 $ 35,995 3,380 $ 31,646 2,867 $ 24,914 2,345 $ 20,775 1,458 $ 11,722
60-89 Days 765 $ 8,035 1,209 $ 11,330 557 $ 5,358 603 $ 5,839 337 $ 2,703
90 Days or More 444 $ 4,694 600 $ 5,947 255 $ 2,462 273 $ 2,594 153 $ 1,307
Total Delinquencies 4,766 $ 48,724 5,189 $ 48,923 3,679 $ 32,734 3,221 $ 29,208 1,948 $ 15,731
Total Delinquencies
as Percentage
of the Portfolio 1.97% 1.91% 2.58% 2.47% 1.90% 1.79% 1.63% 1.55% 1.22% 1.12%
</TABLE>
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(1) The period of delinquency is based on the number of days payments are
contractually past due for all Motor Vehicle Loans other than Motor Vehicle
Loans previously charged off.
CREDIT LOSS/REPOSSESSION EXPERIENCE
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Portfolio Balance at Period End $2,557,565 $1,979,782 $1,824,411 $1,885,491 $1,409,268
Average Portfolio Balance During Period $2,270,731 $1,883,171 $1,850,693 $1,670,756 $1,237,865
Average Number of Loans Outstanding During the Period 222,092 195,749 195,834 180,660 147,126
Number of Repossessions During the Period 4,967 4,198 4,153 3,528 2,583
Number of Repossessions as percentage of Average
Number of Loans Outstanding 2.24% 2.14% 2.12% 1.95% 1.76%
Gross Charge-offs(1) $ 39,184 $ 29,488 $ 25,644 $ 17,354 $ 11,631
Recoveries on Loans Previously Charged Off(2) $ 16,901 $ 11,849 $ 11,321 $ 8,370 $6,885
Net Charge-offs(3) $ 22,283 $ 17,639 $ 14,323 $ 8,985 $ 4,746
Net Charge-offs as a Percentage of Portfolio Balance at
Period End 0.87% 0.89% 0.79% 0.48% 0.34%
Net Charge-offs as a Percentage of Average Balance
During Period 0.98% 0.94% 0.77% 0.54% 0.38%
</TABLE>
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(1) Gross Charge-offs are generally stated net of liquidation proceeds.
(2) Recoveries on Loans Previously Charged Off generally include amounts
received with respect to loans previously charged off, other than
liquidation proceeds, net of collection expenses. A portion of recoveries
has resulted from certain collection and recovery efforts used by the Bank
with respect to defaulted receivables acquired by the Bank from other
institutions as a result of mergers. Such defaulted receivables are not
being transferred to the Trust and such reported recoveries may not be
indicative of future results.
(3) Net Charge-offs equal Gross Charge-offs minus Recoveries on Loans
Previously Charged Off.
