-----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, VFW8ZHm4a76SCnYIaV1bziGy8lLEhUrVZiJAAcyNcNo6l2jtH6Fahz8SU9YU6qcd VGp8gOucORL5mBFeaq/E6A== 0000950152-97-002486.txt : 19970401 0000950152-97-002486.hdr.sgml : 19970401 ACCESSION NUMBER: 0000950152-97-002486 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANC ONE ABS CORP CENTRAL INDEX KEY: 0001013866 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03457 FILM NUMBER: 97569089 BUSINESS ADDRESS: STREET 1: 100 EAST BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43271-0133 BUSINESS PHONE: 6142486347 MAIL ADDRESS: STREET 1: 100 EAST BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43271-0133 10-K 1 BANC ONE AUTO GRANTOR TRUST 1996-B 10-K 1 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, 1996 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.) c/o Bank One, Arizona, N.A., as Servicer, 201 North Central Avenue, ------------------------------------------------------------------- Attn: Tom Lewis, 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 --- --- 2 The Registrant 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 Registrant 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. Exhibit Index on Page 8 Page 2 of 12 Pages. Page 2 3 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, 1996 is contained in (i) the Annual Servicer 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 1996. 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, 1996, there were: (i) forty-one (41) DTC Participants holding a position in the 6.55% Class A Asset Backed Certificates, Series 1996-B; and (ii) one (1) DTC Participant holding a Page 3 4 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. Item 7. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations ------------------------- 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. Item 11. Executive Compensation ---------------------- Omitted. Item 12. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- At December 31, 1996, the Certificates were registered in the name of Cede & Co., as nominee of DTC. The records of DTC indicate that, at December 31, 1996, there were eight (8) DTC Participants holding positions in excess of five (5) percent of the outstanding Certificates. Such persons are described in the table below: Page 4 5
Amount and Nature of Name and Address of Beneficial Ownership Percent Title of Class Beneficial Owners $(000's) of Class - -------------- ----------------- -------- -------- 6.55% Asset Bank of New York $38,430 13.10% Backed 925 Patterson Plank Road Certificates, Secaucus, NJ 07094 Series 1996-B Bankers Trust Company $15,150 5.16% c/o BT Services Tennessee Inc. Pension Trust Services 648 Grassmere Park Road. Nashville, TN 37211 Boston Safe deposit & Trust Co. $23,590 8.04% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank $59,020 20.11% One Chase Manhattan Plaza 3B-Proxy Department New York, NY 10081 PNC National Association $26,250 8.95% 1835 Market Street 11 Penn Center, 15th Floor Philadelphia, PA 19103 SSB Custodian $54,820 18.68% Quincy Securities Processing A5W P.O. Box 1631 Boston, MA 02105-1631 UBS Securities Inc./Union Bank $20,670 7.04% of Switzerland, NY Branch 299 Park Avenue New York, NY 10171-0026
Page 5 6 6.70% Asset Chase Manhattan Bank $12,228 100.00% Backed One Chase Manhattan Plaza Certificates, 3B- Proxy Department Series 1996-B New York, NY 10081
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 pursuant to Item 5 thereof, containing the monthly statements and other information reflecting the Trust's activities: DATED: FOR THE MONTHLY PERIODS ENDED: ------ ------------------------------ July 15, 1996 June 30, 1996 August 15, 1996 July 31, 1996 September 16, 1996 August 31, 1996 October 15, 1996 September 30, 1996 November 15, 1996 October 31, 1996 December 16, 1996 November 30, 1996 January 15, 1997 December 31, 1996 (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 Coopers & Lybrand L.L.P. on Management's Assertions Page 6 7 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 5, 1997 Banc One Auto Grantor Trust 1996-B By: Bank One, Arizona, N.A., as Servicer, on behalf of the Trust By: /s/ Tom Lewis ----------------- Name: Tom Lewis ----------------- 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. Page 7 8 INDEX OF EXHIBITS EXHIBIT DESCRIPTION PAGE - ------- ----------- ---- 99.1 Annual Servicer's Certificate 9 99.2 Annual Statement 10 99.3 Independent Accountants Report of 11 - 12 Coopers & Lybrand L.L.P. on Management's Assertions Page 8 EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 ANNUAL SERVICER'S CERTIFICATE BANK ONE, ARIZONA, N.A. BANK ONE AUTO GRANTOR TRUST 1996-B The undersigned, a duly authorized representative of Bank One, Arizona, N.A., as servicer (the "Servicer") under 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. Capitalized terms used in this Certificate have the meanings set forth in the Agreement. 2. A review of the activities of the Servicer during the period from the Closing Date to December 31, 1996 (the "Applicable Period") and of its performance under the Agreement has been made by me or under my supervision. 3. To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout the Applicable Period. IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate on behalf of the Servicer this 5th day of March, 1997. BANK ONE, ARIZONA, N.A., as Servicer By: /s/ Tom Lewis --------------------- Name: Tom Lewis Title: Vice President Page 9 EX-99.2 3 EXHIBIT 99.2 1 BANC ONE AUTO TRUST 1996-B 1996 ANNUAL STATEMENT FOR FORM 10-K DECEMBER 31, 1996 EXHIBIT 99.2
STATEMENT TO CERTIFICATEHOLDERS Dollars ($) I. Amount of 1996 distributions allocable to principal: ----------- (i) Class A Certificateholders 85,833,701.99 (ii) Class B Certificateholders 3,576,484.07 Dollars ($) II. Amount of 1996 distributions allocable to interest: ----------- (i) Class A Certificateholders 9,079,188.05 (ii) Class B Certificateholders 386,971.49 III. Pool Balance as of the close of business on December 31, 1996, after giving effect to payments allocated to principal reported under (I) above ($)216,276,544.94 IV. Aggregate outstanding principal balances and pool factors for each class of securities, as of December 31, 1996, after giving effect Principal Balance ($) to all payments reported under clause (I) above on such date: --------------------- (a) Class A Certificateholders 207,625,298.01 (b) Class A Pool Factor 0.7075104 (c) Class B Certificateholders 8,651,246.93 (d) Class B Pool Factor 0.7075104 V. Amount of the Total Servicing Fee paid to the Servicer with respect to the Servicing Fee ($) year ended December 31, 1996 ---------------- (i) Total Servicing Fee 1,545,788.09 VI. Amount of the aggregate Realized Losses, if any, for the year ended December 31, 1996 ($)2,733,986.77 VII. (a) Aggregate amount withdrawn from the Reserve Account and deposited in the Collection Account ($)2,733,986.77 (b) Specified Reserve Account balance as of December 31, 1996 ($)7,028,987.71 (c) Aggregate Reserve Account release to seller for the year ended December 31, 1996 ($)3,357,763.13 (d) Balance of the Reserve Account as of December 31, 1996 ($)7,028,987.71 (e) 1996 Average of Charge-off Rates 1.11% (f) 1996 Average of Delinquency Percentages 0.34% 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 221,153.25 respect to the year ended December 31, 1996 X. Delinquent Receivables as of December 31, 1996 Dollar Amount % # Units ------------- ----- ------- (a) 30-59 Days Delinquent 3,983,400 1.76% 462 (b) 60-89 Days Delinquent 770,507 0.34% 87 (c) 90 Days or More Delinquent 213,635 0.09% 27
EX-99.3 4 EXHIBIT 99.3 1 EXHIBIT 99.3 REPORT OF INDEPENDENT ACCOUNTANTS We have examined the accompanying management's assertion that, as of December 31, 1996, Bank One, Arizona, N.A. maintained effective internal control over the servicing of motor vehicle retail installment sale contracts for the Banc One Auto Grantor Trust 1996-B. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of the internal control over the loan servicing process, testing and evaluating the design and operating effectiveness of the internal control, and such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Because of inherent limitations in any internal control, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the internal control over the loan servicing process to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. In our opinion, management's assertion that Bank One, Arizona, N.A. maintained effective internal control over the servicing of motor vehicle retail installment sale contracts for the Banc One Auto Grantor Trust 1996-B as of December 31, 1996, is fairly stated, in all material respects, based upon criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as described in Internal Control--Integrated Framework. /s/ Coopers & Lybrand L.L.P. - ---------------------------- Columbus, Ohio March 24, 1997 2 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. Bank One, Arizona, N.A. maintained effective internal control over the loan servicing for the Banc One Auto Grantor Trust 1996-B as of December 31, 1996, based upon criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as described in Internal Control--Integrated Framework. /s/ Tom Lewis - ------------- Tom Lewis Vice President -----END PRIVACY-ENHANCED MESSAGE-----