Item 1. Business --------
Omitted.
Item 2.
Item 2. Properties ----------
The property of Banc One Auto Grantor Trust 1997-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, Texas, 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.
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 1999.
PART II
Item 5.
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) twenty-seven (27) DTC Participants holding a position in the 6.29% Class A Asset Backed Certificates, Series 1997-B; and (ii) two (2) DTC Participants holding a position in the 6.46% Class B Asset Backed Certificates, Series 1997-B. 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 ---------------------
Throughout 1999, BANK ONE CORPORATION ("BANK ONE"), the parent corporation of Bank One, Texas, 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.
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, 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 eight (8) 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 22, 1999 5 and 7 March 22, 1999 5 and 7 April 20, 1999 5 and 7 May 20, 1999 5 and 7 June 21, 1999 5 and 7 July 20, 1999 5 and 7 August 20, 1999 5 and 7 September 20, 1999 5 and 7 October 20, 1999 5 and 7 November 22, 1999 5 and 7 December 20, 1999 5 and 7 January 20, 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
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 1997-B
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 Arthur 11-12 Andersen LLP on Management's Assertions