-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JqBdgTQv0RRPwm5sbktypwXVod9YS6BahZfZn25juaweSqQeGqLls2sm1GhA8HrF WN1MHV4/tYD6aMH/XmDF3Q== 0000930661-00-000697.txt : 20000328 0000930661-00-000697.hdr.sgml : 20000328 ACCESSION NUMBER: 0000930661-00-000697 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANC ONE ABS CORP CENTRAL INDEX KEY: 0001013866 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 311467431 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-03457 FILM NUMBER: 579639 BUSINESS ADDRESS: STREET 1: 201 NORTH CENTRAL AVE STREET 2: C/O BANK ONE ARIZONA N A CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6142485800 MAIL ADDRESS: STREET 1: 100 EAST BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43271-0158 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-3457 Banc One Auto Grantor Trust 1996-B ---------------------------------- (Issuer with respect to the Certificates) Banc One ABS Corporation ------------------------ (Exact name of registrant as specified in its charter) Ohio 31-1467431 ---- ----------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 201 North Central Avenue, Phoenix, Arizona 85004 ------------------------------------------------- (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (602) 221-3704 --------------- 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) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ The Issuer has no officer, director or beneficial owner of more than 10% of equity securities to whom Section 16(a) of the Act applies and consequently Item 405 of Regulation S-K does not apply. The Issuer does not have any voting stock, has not been involved in bankruptcy proceedings during the past five years and is not a corporate registrant. No documents are incorporated by reference into this Form 10-K. - -------------------------------------------------------------------------------- This Annual Report on Form 10-K is filed in accordance with a no-action letter dated August 16, 1995 issued by the Office of Chief Counsel, Division of Corporation Finance of the Securities and Exchange Commission, to Bank One, Texas, N.A., as originator and servicer of Banc One Auto Trust 1995-A. Consistent with such no-action letter, certain items have been omitted from or modified in this Annual Report on Form 10-K. PART I Item 1. Business -------- Omitted. Item 2. Properties ---------- The property of Banc One Auto Grantor Trust 1996-B (the "Trust") consists of certain motor vehicle retail installment sale contracts secured by new or used automobiles, vans or light duty trucks. Information regarding the property of the Trust and the activities of Bank One, Arizona, N.A., as Servicer (the "Servicer"), during the year ended December 31, 1999 is contained in (i) the Annual Servicer's Certificate filed as Exhibit 99.1 hereto and (ii) the Annual Statement prepared by the Servicer and filed as Exhibit 99.2 hereto. Item 3. Legal Proceedings ----------------- Nothing to report. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- No matters were submitted to a vote of security holders during 1999. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters --------------------------------------------------------------------- Investor Certificates are held and delivered in book-entry form through the facilities of the Depository Trust Company ("DTC"), a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Certificates are held by Cede & Co, the nominee of DTC. The records of DTC indicate that, at December 31, 1999, there were: (i) seventeen (17) DTC Participants holding a position in the 6.55% Class A Asset Backed Certificates, Series 1996-B; and (ii) two (2) DTC Participants holding a position in the 6.70% Class B Asset Backed Certificates, Series 1996-B. There is no established public market in which the Certificates are traded. Item 6. Selected Financial Data ----------------------- Omitted. 2 Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations --------------------- Throughout 1999, BANK ONE CORPORATION ("BANK ONE"), the parent corporation of Bank One, Arizona, N.A. (the "Bank"), executed project plans to assure Year 2000 readiness. These plans included verifying the readiness of internal information technology systems and equipment, and working with external entities, including customers, vendors, utilities and governmental agencies, to verify that they had appropriately addressed Year 2000 readiness issues. Specific business continuity and event plans were designed to address potential disruption and ensure that BANK ONE was positioned to rapidly respond to issues. BANK ONE had estimated total Year 2000 readiness costs to reach $350 million over the life of the project, and incurred total costs of approximately $343 million. BANK ONE had an uneventful transition to the Year 2000. BANK ONE's systems, equipment and facilities continued and continue to function normally through the transition and into Year 2000. Normal products and services of BANK ONE have been available to customers throughout such time, and BANK ONE experienced no significant impact from the Year 2000 readiness status of external entities. To meet potential Year 2000 contingencies and potential liquidity needs, BANK ONE increased the value of loans pledged to the Federal Reserve for discount window borrowing. On an ongoing basis, BANK ONE will continue to monitor its systems, equipment and facilities throughout 2000 and beyond. Item 7A. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- Omitted. Item 8. Financial Statements and Supplementary Data ------------------------------------------- Omitted. Item 9. Changes in and Disagreements with Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure -------------------- None. PART III Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------- Omitted. 3 Item 11. Executive Compensation ---------------------- Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- At December 31, 1999, the Certificates were registered in the name of Cede & Co., as nominee of DTC. The records of DTC indicate that, at December 31, 1999, there were nine (9) DTC Participants holding positions in excess of five (5) percent of any class of outstanding Certificates. Such persons are described in the table below:
Amount and Nature of Name and Address of Beneficial Ownership Percent Title of Class Beneficial Owners $(000's) of Class - -------------- ----------------- -------- --------- 6.55% Class A Bank of New York (The) $27,500 9.37% Asset Backed 925 Patterson Plank Road Certificates, Secaucus, NJ 07094 Series 1996-B Bankers Trust Company $22,070 7.52% c/o BT Services Tennessee, Inc. 648 Grassmere Park Drive Nashville, TN 37211 Boston Safe Deposit and Trust Company $19,710 6.72% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank $43,450 14.81% 4 New York Plaza, 13th Floor New York, NY 10004 Keybank National Association $22,875 7.80% 4900 Tiedeman Road Brooklyn, OH 44144 State Street Bank & Trust Company $29,489 10.05% Global Corp. Action Unit JAB 5NW 1776 Heritage Dr. No. Quincy, MA 02171 SSB-Bank Portfolio $107,495 36.63% Global Corp. Action Unit JAB 5NW 1776 Heritage Dr. No. Quincy, MA 02171
4
6.70% Class B Chase Manhattan Bank $6,228 50.93% Asset Backed 4 New York Plaza, 13th Floor Certificates, New York, NY 10004 Series 1996-B PNC Bank, National Association $6,000 49.07% 1600 Market Street, 29th Floor Philadelphia, PA 19103
Item 13. Certain Relationships and Related Transactions ---------------------------------------------- None. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ---------------------------------------------------------------- (b) Reports on Form 8-K (i) Reports on Form 8-K, containing the monthly statements and other information reflecting the Trust's activities:
Dated: Items Reported: ------ --------------- February 16, 1999 5 and 7 March 15, 1999 5 and 7 April 15, 1999 5 and 7 May 17, 1999 5 and 7 June 15, 1999 5 and 7 July 15, 1999 5 and 7 August 16, 1999 5 and 7 September 15, 1999 5 and 7 October 15, 1999 5 and 7 November 15, 1999 5 and 7 December 15, 1999 5 and 7 January 18, 2000 5 and 7
(c) Exhibits. The following documents are filed as part of this Annual -------- Report on Form 10-K. 99.1 Annual Servicer's Certificate 99.2 Annual Statement 99.3 Independent Accountants' Report of Arthur Andersen LLP on Management's Assertions 5 SIGNATURE 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. Date: March 24, 2000 Banc One Auto Grantor Trust 1996-B By: Bank One, Arizona, N.A., as Servicer, on behalf of the Trust By: /s/ Tracie H. Klein ------------------------------------- Name: Tracie H. Klein Title: Vice President SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to Certificateholders during the period covered by this Annual Report on Form 10-K and the Registrant does not intend to furnish such materials to Certificateholders subsequent to the filing of this report. 6 INDEX OF EXHIBITS Exhibit Description Page - ------- 99.1 Annual Servicer's Certificate 8 99.2 Annual Statement 9 99.3 Independent Accountants' Report of 10-11 Arthur Andersen LLP on Management's Assertions 7 EX-99.1 2 ANNUAL SERVICERS' CERTIFICATE EXHIBIT 99.1 BANK ONE, ARIZONA, N.A. ANNUAL SERVICER'S CERTIFICATE BANC ONE AUTO GRANTOR TRUST 1996-B The undersigned, a duly authorized representative of Bank One, Arizona, N.A., as Servicer (the "Servicer"), pursuant to Section 3.10(a) of the Pooling and Servicing Agreement dated as of June 1, 1996 (the "Agreement") between the Servicer, Banc One ABS Corporation, as Seller, and Bankers Trust Company, as Trustee, does hereby certify on behalf of the Servicer as follows: (1) Bank One, Arizona, N.A., is, as of the date hereof, the Servicer under the Agreement. (2) Capitalized terms used in this Certificate have their respective meanings as set forth in the Agreement. (3) A review of the activities of the Servicer during the period from January 1, 1999 to December 31, 1999 (the "Applicable Period") and of its performance under the Agreement has been made by me or under my supervision. (4) Based on such review, the Servicer has, to the best of my knowledge, fulfilled all its obligations under the Agreement throughout the Applicable period and no default in the fulfillment of such obligations has occurred or is continuing except as set forth in paragraph 5 below. (5) The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Agreement known to me to have been made by the Servicer during the year ended December 31, 1999: NONE. IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the 31st day of December 1999. BANK ONE, ARIZONA, N.A., as Servicer By: /s/Tracie H. Klein ---------------------------- Name: Tracie H. Klein Title: Vice President EX-99.2 3 ANNUAL STATEMENT EXHIBIT 99.2 Banc One Auto Grantor Trust 1996-B Annual Statement 12/31/99
Dollars ------------- I. Amount of 1999 distributions allocable to principal: (i) Class A Certificateholders $29,373,899.55 (ii) Class B Certificateholders $1,223,939.78 II. Amount of 1999 distributions allocable to interest: (i) Class A Certificateholders $2,068,273.10 (ii) Class B Certificateholders $88,153.58 III. Pool Balance as of the close of business on December 31, 1999, after $18,201,273.59 giving effect to payments allocated to principal reported under (I) above IV. Aggregate outstanding principal balances and pool factors for each class of securities, as of December 31, 1999, after giving effect to all payments reported under clause (I) above on such date: (a) Class A Certificateholders $17,473,206.55 (b) Class A Pool Factor 0.0595422 (c) Class B Certificateholders $728,067.04 (d) Class B Pool Factor 0.0595423 V. Amount of the Total Servicing Fee paid to the Servicer with respect to the year ended December 31, 1999 (i) Total Servicing Fee $328,924.14 VI. Amount of the aggregate Realized Losses, if any, for the year ended December 31, 1999 $279,308.57 VII. (a) Aggregate amount withdrawn from the Reserve Account and deposited in the Collection Account $0.00 (b) Specified Reserve Account balance as of December 31, 1999 $3,056,867.31 (c) Aggregate Reserve Account release to seller for the year ended December 31, 1999 $1,244,494.35 (d) Balance of the Reserve Account as of December 31, 1999 $3,056,867.31 (e) 1999 Average Charge-off Rates 0.83% (f) 1999 Average of Delinquency Percentages 2.17% VIII. (a) Certificateholder's Interest Carryover Shortfall $0.00 (b) Certificateholder's Principal Carryover shortfall $0.00 IX. Aggregate Purchase Amounts paid by the Seller or the Servicer with respect to the year ended December 31, 1999 $0.00 X. Delinquent Receivables as of December 31, 1999 Dollar Amount % # Units ------------- -- ------- (a) 30-59 Days Delinquent $1,210,813 6.65% 255 (b) 60-89 Days Delinquent $269,699 1.48% 84 (c) 90 Days or more Delinquent $269,152 1.48% 64
EX-99.3 4 ACCOUNTANTS' REPORT EXHIBIT 99.3 [LETTERHEAD OF ARTHUR ANDERSEN] REPORT OF INDEPENDENT ACCOUNTANTS --------------------------------- To BANK ONE CORPORATION: We have examined the accompanying management's assertion about Bank One, Arizona, N.A.'s (the "Servicer"), compliance with the covenants and conditions of the Banc One Auto Grantor Trust 1996 - B Pooling and Servicing Agreement dated as of June 1, 1996 (the "Agreement") between the Servicer and The Bankers Trust Company (as Trustee for the various Certficateholders and Enhancement Providers) during the twelve months ended December 31, 1999. Management is responsible for the Servicer's compliance with the Agreement. Our responsibility is to express an opinion on management's assertion about the Servicer'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 the Servicer'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. In our opinion, management's assertion that the Servicer complied with the covenants and conditions of the Agreement for the twelve months ended December 31, 1999 is fairly stated, in all material respects. /s/ Arthur Andersen LLP Chicago, Illinois March 10, 2000 Assertion by Bank One, Arizona, N.A. Bank One, Arizona, N.A., services the motor vehicle retail installment sale contracts for the Banc One Auto Grantor Trust 1996-B. As of and for the year ended December 31, 1999, Bank One, Arizona, N.A. had complied, in all material respects, with the Banc One Auto Grantor Trust 1996-B Pooling and Servicing Agreement. /s/Doug James /s/Tracie H. Klein - ----------------------------------- ----------------------------------- Doug James Tracie H. Klein Chief Financial Officer Vice President Banc One Credit Company Bank One, Texas N.A. (Subsidiary of BANK ONE CORPORATION) Subsidiary of BANK ONE CORPORATION) -----END PRIVACY-ENHANCED MESSAGE-----