Item 1. Business --------
Omitted.
Item 2.
Item 2. Properties ----------
The property of Banc One Auto Grantor Trust 1996-A (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, Texas, N.A., as servicer (the "Servicer") during the year ended December 31, 1998 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.
Item 3. Legal Proceedings -----------------
Nothing to report.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------
No matters were submitted to a vote of security holders during 1998.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters ---------------------------------------------------------------------
Investor Certificates (the "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, 1998, there were: (i) thirty-five (35) DTC Participants holding a position in the 6.10% Class A Asset Backed Certificates, Series 1996-A; and (ii) one (1) DTC Participant holding a position in the 6.25% Class B Asset Backed Certificates, Series 1996-A. There is no established public market in which the Certificates are traded.
Item 6.
Item 6. Selected Financial Data -----------------------
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and --------------------------------------------------------------- Results of Operations ---------------------
BANK ONE CORPORATION ("BANK ONE"), the parent corporation of Bank One, Texas, N.A. (the "Bank"), continues to execute project plans established by its predecessor companies to assure Year 2000 readiness. Project costs are estimated to reach $350 million over the life of the project. Year 2000 costs incurred through year-end 1998 were approximately $235 million.
The inventory and assessment phase has been completed for all information and non-information technology. At December 31, 1998, 87% of BANK ONE's affected information technology applications were tested and returned to production. BANK ONE expects that all information technology applications, systems and equipment will be Year 2000 compliant by mid-1999. Ongoing facilities and equipment improvements are expected to result in Year 2000 readiness for non-information systems technology by mid-1999.
Year 2000 readiness is highly dependent on external entities and is not limited to operating risk. BANK ONE is working extensively with external entities to ensure that their systems will be Year 2000 compliant; however, BANK ONE bears risk and could be adversely affected if outside parties, such as customers, vendors, utilities and government agencies, do not appropriately address Year 2000 readiness issues. In addition, BANK ONE may have increased credit risk related to customers whose ability to repay debt is impaired due to Year 2000 readiness costs or risk or whose collateral becomes impaired due to lack of Year 2000 readiness.
Detailed contingency plans exist for critical business system applications to mitigate potential problems or delays associated with systems replacements or vendor delivery dates. Critical business processes have been identified, and the most reasonable recovery strategies have been selected. Contingency plans have been documented and validated for effectiveness. BANK ONE will continue to review and validate the scope and content of its contingency plans throughout 1999.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ----------------------------------------------------------
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data -------------------------------------------
Omitted.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure --------------------
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant --------------------------------------------------
Omitted.
Item 11.
Item 11. Executive Compensation ----------------------
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management --------------------------------------------------------------
At December 31, 1998, the Certificates were registered in the name of Cede & Co., as nominee of DTC. The records of DTC indicate that, at December 31, 1998, there were four (4) DTC Participants holding positions in excess of five (5) percent of any class of outstanding Certificates. Such persons are described in the table below:
Item 13.
Item 13. Certain Relationships and Related Transactions ----------------------------------------------
None.
PART IV
Item 14.
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, 1998 5 and 7 March 16, 1998 5 and 7 April 15, 1998 5 and 7 May 15, 1998 5 and 7 June 15, 1998 5 and 7 July 15, 1998 5 and 7 August 17, 1998 5 and 7 September 15, 1998 5 and 7 October 2, 1998 4 and 7 October 15, 1998 5 and 7 November 16, 1998 5 and 7 December 15, 1998 5 and 7 January 15, 1999 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
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 25, 1999
Banc One Auto Grantor Trust 1996-A
By: Bank One, Texas, 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.
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 Arthur Andersen LLP on Management's Assertions