10-K 1 d10k.txt 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, 2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-38681 Banc One Auto Grantor Trust 1997-B ---------------------------------- (Issuer with respect to the Certificates) Bank One, National Association ------------------------------- (Exact name of registrant as specified in its charter) United States 36-0899825 ------------- ----------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) One Bank One Plaza, Suite 0126, Chicago, Illinois 60670 ------------------------------------------------------- (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (312) 732-4000 ------------------- 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. On February 8, 2001, Bank One, Texas, N.A. ("Bank One Texas") was merged with and into Bank One, National Association, a national association headquartered in Chicago, Illinois ("Bank One"). Bank One is the successor by merger to Bank One Texas under the terms of the Pooling and Servicing Agreement dated as of December 1, 1997 (the "Pooling and Servicing Agreement") between Bank One Texas and Bankers Trust Company as Trustee (the "Trustee") for the Banc One Auto Grantor Trust 1997-B (the "Trust"). Pursuant to an Assumption Agreement (the "Assumption Agreement") dated as of February 8, 2001 by and between Bank One Texas and Bank One, Bank One assumed all the liabilities and obligations of Bank One Texas under the Pooling and Servicing Agreement. PART I Item 1. Business -------- Omitted. Item 2. Properties ---------- The property of 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, as Servicer (the "Servicer"), during the year ended December 31, 2001 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 2001. 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 2 indicate that, at December 31, 2001, there were: (i) twenty-nine (29) DTC Participants holding a position in the 6.29% Class A Asset Backed Certificates, Series 1997-B; and (ii) three (3) 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. Selected Financial Data ----------------------- Omitted. Item 7. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations ------------------------- Omitted. 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. Item 11. Executive Compensation ---------------------- Omitted. 3 Item 12. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- At December 31, 2001, the Certificates were registered in the name of Cede & Co., as nominee of DTC. The records of DTC indicate that, at December 31, 2001, 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:

Amount and Nature of ~~Beneficial Ownership~~ Name and Address of ~~--------------------~~Beneficial Percent Title of Class Beneficial Owners Ownership $(000's) of Class -------------- ----------------- ------------------- -------- 6.29% Class A Asset Bank of New York (The) $~~151~~45,~~186~~573 267.4196% Backed Certificates, 925 Patterson Plank Road Series 1997-B Secaucus, NJ 07094 Boston Safe Deposit and Trust Company $74115,~~000~~305 1220.9214% c/o Mellon Bank N.A. Three Mellon Bank Center Room 153-3015 Pittsburg, PA 15259 JPMorgan Chase ~~Manhattan~~ Bank $~~140~~158,~~000~~150 2427.4562% 4c/o ~~New~~JP ~~York~~Morgan ~~Plaza~~Investor Services 14201 Dallas Parkway, ~~13th~~12th Floor ~~New~~Mail ~~York~~Code 121 Dallas, NYTX ~~10004~~75240 Northern Trust Company (The) $55,138 9.63% 801 S. Canal C-IN Chicago, IL 60607 State Street Bank and Trust Company $~~103~~118,~~913~~513 1820.1570% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 6.46% Class B Asset Bank of New York (The) $205,000 5413.7268% Backed 925 Patterson Plank Road Certificates, Secaucus, NJ 07094 Series 1997-B ~~SSB~~Bankers -Trust ~~Bank~~Company ~~Portfolio~~ $1615,~~547~~000 4541.2804% ~~1776~~648 ~~Heritage~~Grassmere ~~Dr.~~Park ~~Global~~Road ~~Corp. Action Unit JAB 5NW No. Quincy~~Nashville, MATN ~~02171~~37211

4 SSB - Bank Portfolio $16,547 45.28% 1776 Heritage Dr. Global Corp. Action Unit JAB 5NW No. Quincy, MA 02171 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 20, 2001 5 and 7 March 2, 2001 4 and 7 March 20, 2001 5 and 7 April 20, 2001 5 and 7 May 21, 2001 5 and 7 June 20, 2001 5 and 7 July 20, 2001 5 and 7 August 20, 2001 5 and 7 September 20, 2001 5 and 7 October 22, 2001 5 and 7 November 20, 2001 5 and 7 December 20, 2001 5 and 7 January 22, 2002 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 KPMG LLP on Management's Assertion 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 21, 2002 Banc One Auto Grantor Trust 1997-B By: Bank One, National Association, 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 KPMG 10-11 LLP on Management's Assertion 7

Filing Compare · BANC ONE AUTO GRANTOR TRUST 1997-B