AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1996
    
 
   
                                             REGISTRATION STATEMENT NO. 333-3457
    
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
   
                                AMENDMENT NO. 1
    
   
                                       TO
                                    FORM S-3
    
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                       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                                                NOT AVAILABLE
 (State or other jurisdiction                                    (IRS Employer
     of incorporation or                                         Identification
        organization)                                               Number)

    
 
                             100 EAST BROAD STREET
                           COLUMBUS, OHIO 43271-0158
                                 (614) 248-5700
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)
                           --------------------------
 
                           STEVEN ALAN BENNETT, ESQ.
                              BANC ONE CORPORATION
                             100 EAST BROAD STREET
                           COLUMBUS, OHIO 43271-0158
                                 (614) 248-5700
      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                           --------------------------
 
                                   COPIES TO:
 

                                                                    
       KIM L. SWANSON, ESQ.                KENNETH L. WAGNER, ESQ.              REED D. AUERBACH, ESQ.
     SQUIRE, SANDERS & DEMPSEY              BANC ONE CORPORATION               STROOCK & STROOCK & LAVAN
      1300 HUNTINGTON CENTER                100 EAST BROAD STREET                SEVEN HANOVER SQUARE
       41 SOUTH HIGH STREET               COLUMBUS, OHIO 43271-0158            NEW YORK, NEW YORK 10004
       COLUMBUS, OHIO 43215

 
                           --------------------------
 
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
  AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
                           --------------------------
 
    If  the  only securities  being registered  on this  Form are  being offered
pursuant to dividend or interest reinvestment plans, please check the  following
box. / /
    If  any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to  Rule 415 under the Securities Act  of
1933, check the following box. /X/
    If  this Form  is filed  to register  additional securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration statement  number  of  the  earlier
effective registration statement for the same offering. / /
    If  this Form  is a post-effective  amendment filed pursuant  to Rule 462(c)
under the Securities Act,  check the following box  and list the Securities  Act
registration  statement number  of the earlier  effective registration statement
for the same offering. / /
    If delivery of the prospectus is expected  to be made pursuant to Rule  434,
please check the following box. / /
                           --------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
   


                                                              PROPOSED MAXIMUM    PROPOSED MAXIMUM
        TITLE OF EACH CLASS OF                AMOUNT TO        OFFERING PRICE        AGGREGATE           AMOUNT OF
      SECURITIES TO BE REGISTERED         BE REGISTERED (1)     PER UNIT (1)     OFFERING PRICE (1)  REGISTRATION FEE
                                                                                         
Class A Asset Backed Certificates......  $293,459,000.00(2)         100%          $293,459,000.00        $101,193
Class B Asset Backed Certificates......   $12,227,731.53(2)         100%           $12,227,731.53         $4,217
TOTAL..................................  $305,686,731.53(2)         100%          $305,686,731.53       $105,410(3)

    
 
(1) Estimated solely for the purpose of calculating the registration fee.
(2)  Includes an indeterminate amount of Certificates  as may be offered or sold
    in  connection  with  market  making  activities  by  an  affiliate  of  the
    Registrant.
   
(3) A fee of $344.84 has previously been paid.
    
 
    THE  REGISTRANT HEREBY  AMENDS THIS REGISTRATION  STATEMENT ON  SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A  FURTHER  AMENDMENT  WHICH SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT  SHALL THEREAFTER BECOME EFFECTIVE IN  ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT  OF 1933  OR UNTIL  THE REGISTRATION  STATEMENT SHALL  BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
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                                EXPLANATORY NOTE
 
   
    This  Registration  Statement contains  a  Prospectus relating  to  a public
offering by  Banc One  Auto Grantor  Trust 1996-B  of $305,686,731.53  aggregate
principal  balance  of  Asset  Backed  Certificates  (the  "Certificates").  The
Prospectus may  be  used  in  connection  with  offers  and  sales  relating  to
market-making   transactions  in  the  Certificates   by  an  affiliate  of  the
Registrant.
    

INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

   
                   SUBJECT TO COMPLETION, DATED JUNE 18, 1996
    
   
                                $305,686,731.53
    
 
   
                       BANC ONE AUTO GRANTOR TRUST 1996-B
             $293,459,000.00 CLASS A    % ASSET BACKED CERTIFICATES
             $12,227,731.53 CLASS B    % ASSET BACKED CERTIFICATES
    
   
                            BANC ONE ABS CORPORATION
                                     SELLER
    
                             ---------------------
 
   
                             BANK ONE, ARIZONA, NA
                                    SERVICER
    
                             ---------------------
 
   
    Banc One Auto Grantor Trust 1996-B (the "Trust") will be formed pursuant  to
a Pooling and Servicing Agreement dated as of June 1, 1996, between Banc One ABS
Corporation,  an Ohio corporation, as seller,  Bank One, Arizona, NA, a national
banking association, as  servicer, and  Bankers Trust Company,  as trustee,  and
will  issue $293,459,000.00  aggregate principal  balance of    %  Class A Asset
Backed Certificates (the  "Class A Certificates")  and $12,227,731.53  aggregate
principal  balance  of     % Class  B Asset  Backed  Certificates (the  "Class B
Certificates" and, together with the Class A Certificates, the "Certificates").
    
 
   
    The assets  of  the  Trust will  include  a  pool of  motor  vehicle  retail
installment   sale  contracts  (the  "Receivables")   secured  by  new  or  used
automobiles, vans or light duty trucks,  certain payments made thereunder on  or
after  June  1, 1996  (the "Cutoff  Date"), security  interests in  the vehicles
financed thereby, and the proceeds thereof. The Trust may also draw on funds  on
deposit  in the Reserve Fund, to the extent described herein, to meet shortfalls
in amounts due to Certificateholders on any Distribution Date.
    
 
   
    The Class  A  Certificates  will  evidence in  the  aggregate  an  undivided
ownership  interest in approximately 96% of  the Trust. The Class B Certificates
will evidence in the aggregate an undivided ownership interest in  approximately
4%  of the Trust.  Principal and interest at  the applicable Class  A or Class B
Pass-Through Rate  will be  distributed to  Certificateholders on  or about  the
fifteenth day of each month, commencing July 15, 1996. The rights of the holders
of  the Class  B Certificates to  receive distributions are  subordinated to the
rights of holders of  the Class A Certificates  to the extent described  herein.
The  outstanding principal balance, if any, of  the Certificates will be due and
payable  on  the   February  2003  Distribution   Date  (the  "Final   Scheduled
Distribution Date").
    
                           --------------------------
   
  FOR  A  DISCUSSION OF  CERTAIN FACTORS  WHICH  SHOULD BE  CONSIDERED BY
       PROSPECTIVE PURCHASERS  OF  THE CERTIFICATES,  SEE  "RISK
                             FACTORS" BEGINNING ON PAGE 10.
    
 
   
THE  CERTIFICATES REPRESENT  INTERESTS IN THE  TRUST ONLY AND  DO NOT REPRESENT
 OBLIGATIONS OF  OR  INTERESTS  IN  BANK  ONE,  ARIZONA,  NA,  BANC  ONE  ABS
   CORPORATION  OR ANY OF THEIR AFFILIATES.  NONE OF THE CERTIFICATES OR THE
        RECEIVABLES ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY.
    
 
THESE SECURITIES HAVE NOT  BEEN APPROVED OR DISAPPROVED  BY THE SECURITIES  AND
 EXCHANGE   COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
   SECURITIES AND EXCHANGE  COMMISSION OR ANY  STATE SECURITIES  COMMISSION
     PASSED  UPON  THE  ACCURACY  OR  ADEQUACY  OF  THIS  PROSPECTUS.  ANY
                 REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 


                                                                PRICE TO    UNDERWRITING     PROCEEDS TO
                                                                 PUBLIC       DISCOUNTS     THE SELLER(1)
                                                               ----------  ---------------  -------------
                                                                                   
Per Class A Certificate......................................           %              %               %
Per Class B Certificate......................................           %              %               %
Total........................................................  $             $               $

 
- --------------------------
 
   
(1) Before deducting expenses, estimated to be $533,000.
    
                           --------------------------
 
   
    The Certificates are offered by the  Underwriters when, as and if issued  by
the Trust, delivered and accepted by the Underwriters and subject to their right
to  reject orders  in whole  or in  part. It  is expected  that delivery  of the
Certificates in  book-entry form  will be  made through  the facilities  of  The
Depository Trust Company on the Same Day Funds Settlement System and Cedel Bank,
societe  anonyme ("Cedel"), and  the Euroclear System  ("Euroclear") on or about
June   , 1996.
    
 
    After the initial distribution of the Certificates by the Underwriters, this
Prospectus may be  used by  Banc One Capital  Corporation, an  affiliate of  the
Seller,   in  connection  with  offers  and  sales  relating  to  market  making
transactions in  the  Certificates. Banc  One  Capital Corporation  may  act  as
principal  or agent  in such  transactions. Such  sales will  be made  at prices
related to prevailing market prices at the time of sale. Certain information  in
this Prospectus will be updated from time to time as described in "Incorporation
of Certain Documents by Reference."
 
   
BANC ONE CAPITAL CORPORATION                                SALOMON BROTHERS INC
    
 
   
                  The date of this Prospectus is June   , 1996
    

    IN  CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN  THE MARKET PRICES OF THE  CERTIFICATES
AT  LEVELS ABOVE THOSE  WHICH MIGHT OTHERWISE  PREVAIL IN THE  OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                         REPORTS TO CERTIFICATEHOLDERS
 
    Unless and  until Definitive  Certificates are  issued, monthly  and  annual
unaudited  reports  containing information  concerning  the Receivables  will be
prepared by the  Servicer and sent  on behalf of  the Trust only  to Cede &  Co.
("Cede"),  as nominee  of The  Depository Trust  Company ("DTC")  and registered
holder  of  the  Certificates.  Certificateholders  may  elect  to  hold   their
securities  through any of DTC (in the  United States) or Cedel or Euroclear (in
Europe). DTC will forward such  reports to Participants, Cedel Participants  and
Euroclear  Participants.  See  "The  Certificates--Book-Entry  Registration" and
"--Statements to Certificateholders." Such reports will not constitute financial
statements prepared in accordance with generally accepted accounting principles.
The Servicer, on behalf of the Trust, will file with the Securities and Exchange
Commission (the "Commission") such  periodic reports as  are required under  the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations of the Commission thereunder.
 
                             AVAILABLE INFORMATION
 
    The Seller has filed with the Commission a Registration Statement  (together
with   all  amendments  and   exhibits  thereto,  referred   to  herein  as  the
"Registration Statement")  under the  Securities Act  of 1933,  as amended  (the
"Securities  Act"), with  respect to the  Certificates offered  pursuant to this
Prospectus. For  further  information, reference  is  made to  the  Registration
Statement  which may be inspected and  copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.  20549;
and  at the Commission's  regional offices at  the Northwestern Atrium Building,
500 West Madison Street, Suite 1400,  Chicago, Illinois 60661-2511 and at  Seven
World  Trade  Center,  13th Floor,  New  York,  New York  10048.  Copies  of the
Registration Statement may be obtained from the Public Reference Section of  the
Commission  at 450  Fifth Street,  N.W., Washington.  D.C. 20549,  at prescribed
rates.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    All reports and  other documents  filed by the  Servicer, on  behalf of  the
Trust,  pursuant  to Section  13(a),  13(c), 14  or  15(d) of  the  Exchange Act
subsequent to the date of  this Prospectus and prior  to the termination of  the
offering  of the  Certificates offered  hereby shall  be deemed  incorporated by
reference into  this Prospectus  and to  be  a part  hereof. After  the  initial
distribution  of the  Certificates by  the Underwriters  and in  connection with
market making transactions by Banc One Capital Corporation, this Prospectus will
be distributed  together  with,  and  should be  read  in  conjunction  with  an
accompanying  supplement  to the  Prospectus. Such  supplement will  contain the
reports described above and generally will include the information contained  in
the    monthly   statements   furnished    to   Certificateholders.   See   "The
Certificates--Statements to Certificateholders." Any statement contained  herein
or  in a document deemed to be  incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent  that
a  statement contained  in any other  subsequently filed document  which also is
deemed to  be  incorporated by  reference  herein modifies  or  supersedes  such
statement.  Any such  statement so modified  or superseded shall  not be deemed,
except as modified or superseded, to constitute part of this Prospectus.
 
    The Servicer  will provide  without  charge to  each person,  including  any
beneficial  owner  of  Certificates,  to  whom  a  copy  of  this  Prospectus is
delivered, on the written or oral request of  any such person, a copy of any  or
all  the documents incorporated herein by reference (other than exhibits to such
documents). Written requests  for such  copies should  be directed  to BANC  ONE
CORPORATION,  100  East  Broad  Street,  Columbus,  Ohio  43271-0133, Attention:
Structured Finance. Telephone  requests for  such copies should  be directed  to
BANC ONE CORPORATION at (614) 248-6347.
 
                                       2

                                SUMMARY OF TERMS
 
    THE  FOLLOWING  SUMMARY IS  QUALIFIED IN  ITS ENTIRETY  BY REFERENCE  TO THE
DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS. CERTAIN CAPITALIZED
TERMS USED IN THIS SUMMARY ARE DEFINED ELSEWHERE IN THIS PROSPECTUS ON THE PAGES
INDICATED IN THE INDEX OF PRINCIPAL TERMS.
 
   

                                 
Issuer............................  Banc One Auto Grantor Trust  1996-B (the "Trust" or  the
                                    "Issuer").
Seller............................  Banc One ABS Corporation (the "Seller"), an affiliate of
                                    the Servicer and the Subservicer. See "The Seller."
Servicer..........................  Bank  One, Arizona, NA (the "Servicer" or the "Bank"). A
                                    portion of the  Receivables will be  serviced by  Valley
                                    National  Financial Services  Company (the "Subservicer"
                                    or "Valley National"), a wholly-owned subsidiary of Bank
                                    One, Arizona, NA See "The Servicer and the Subservicer."
Trustee and Collateral Agent......  Bankers Trust Company, a  New York banking  corporation,
                                    not  in its  individual capacity, but  solely as trustee
                                    for the Trust  (the "Trustee") and  as collateral  agent
                                    with  respect  to  the  Reserve  Fund  (the  "Collateral
                                    Agent").
Securities Offered................  Banc One  Auto  Grantor  Trust  1996-B  will  issue  two
                                    classes of Certificates (each, a "Class") with one class
                                    of  senior certificates (the "Class A Certificates") and
                                    one class  of subordinated  certificates (the  "Class  B
                                    Certificates"   and,   together   with   the   Class   A
                                    Certificates, the "Certificates") pursuant to a  Pooling
                                    and  Servicing Agreement dated  as of June  1, 1996 (the
                                    "Agreement") among  the  Seller, the  Servicer  and  the
                                    Trustee.  Each Certificate  will represent  a fractional
                                    undivided interest in the assets of the Trust. The Class
                                    A Certificates will  be issued in  an initial  aggregate
                                    principal amount of $293,459,000.00 (the "Original Class
                                    A Principal Balance") and will evidence in the aggregate
                                    an  undivided ownership interest in approximately 96% of
                                    the Trust (the "Class A Percentage").
                                    The Class B  Certificates will be  issued in an  initial
                                    aggregate   principal  amount   of  $12,227,731.53  (the
                                    "Original Class B Principal Balance") and will  evidence
                                    in  the  aggregate  an undivided  ownership  interest in
                                    approximately  4%   of   the   Trust   (the   "Class   B
                                    Percentage").   The   Class  B   Certificates   will  be
                                    subordinated to the Class  A Certificates to the  extent
                                    described  herein.  See "Risk  Factors--Subordination of
                                    the Class B Certificates" and "The
                                    Certificates--Subordination of the Class B
                                    Certificates."
Registration of the                 The Certificates  will  be  available  for  purchase  in
 Certificates.....................  denominations  of $1,000 and  integral multiples thereof
                                    in book-entry form only. See "The
                                    Certificates--General." Certificateholders  will not  be
                                    entitled  to receive a Definitive Certificate, except in
                                    the event that Definitive Certificates are issued in the
                                    limited   circumstances   described   herein.    Persons
                                    acquiring  beneficial interests in the Certificates will
                                    hold their interests through DTC in the United States or
                                    Cedel or Euroclear in Europe. See "The
                                    Certificates--Definitive Certificates."

    
 
                                       3

 
   

                                 
Trust Property....................  The property of  the Trust (the  "Trust Property")  will
                                    include  (i) the  Receivables; (ii)  all monies received
                                    under the Receivables  on and  after June  1, 1996  (the
                                    "Cutoff  Date"); (iii) certain bank accounts established
                                    and maintained by the  Trustee; (iv) security  interests
                                    in  the Financed  Vehicles; (v)  the rights  to proceeds
                                    from certain  insurance policies  covering the  Financed
                                    Vehicles  or the retail purchasers  of, or other persons
                                    owing  payments   on,   the   Financed   Vehicles   (the
                                    "Obligors");  (vi)  the rights  of  the Trustee  for the
                                    benefit of the  Certificateholders under the  Agreement;
                                    (vii)  the rights  to certain payments  from the Reserve
                                    Fund; and (viii) all proceeds (within the meaning of the
                                    UCC)  of  the  foregoing.  The  Reserve  Fund  will   be
                                    maintained  for the  benefit of  the Certificateholders,
                                    but will not be part of the Trust.
The Receivables...................  The Receivables  will consist  of motor  vehicle  retail
                                    installment  sale  contracts  secured  by  new  or  used
                                    automobiles, vans or light duty trucks, including rights
                                    to receive certain  payments made with  respect to  such
                                    Receivables  on  and  after  the  Cutoff  Date, security
                                    interests  in   the  vehicles   financed  thereby   (the
                                    "Financed  Vehicles"), and the  proceeds thereof. On the
                                    date of the issuance  of the Certificates (the  "Closing
                                    Date"),  the  Trustee  will  purchase  from  the  Seller
                                    pursuant to the Agreement simple interest motor  vehicle
                                    retail  installment  sale contracts  (the "Receivables")
                                    having an aggregate principal balance of $305,686,731.53
                                    as of the Cutoff  Date. See "The Certificates--Sale  and
                                    Assignment of the Receivables."
                                    The  Receivables will consist  of loans either presently
                                    owned by the Bank or acquired by the Bank pursuant to  a
                                    loan   purchase  and  servicing   agreement  (the  "Loan
                                    Purchase and  Servicing  Agreement")  dated  as  of  the
                                    Cutoff  Date from  Valley National.  On or  prior to the
                                    Closing Date, the Bank will sell the Receivables to  the
                                    Seller pursuant to a Loan Sale Agreement dated as of the
                                    Cutoff  Date among  the Bank  and the  Seller (the "Loan
                                    Sale Agreement").  The  Receivables have  been  selected
                                    based  on the  criteria specified  in the  Agreement and
                                    described herein. As  of the Cutoff  Date, the  weighted
                                    average  annual  percentage  rate  (the  "APR")  of  the
                                    Receivables  was  approximately  12.15%,  the   weighted
                                    average   remaining  maturity  of  the  Receivables  was
                                    approximately 45.97  months  and  the  weighted  average
                                    original  maturity of the  Receivables was approximately
                                    60.12 months. As of the Cutoff Date, no Receivable has a
                                    scheduled maturity  later  than June  2002  (the  "Final
                                    Scheduled  Maturity Date"). Approximately  45.02% of the
                                    aggregate principal balance of the Receivables as of the
                                    Cutoff Date represents  financing of  new vehicles;  the
                                    remainder  represents financing of  used vehicles. As of
                                    the Cutoff Date, approximately 34.46%, 12.15% and 10.89%
                                    of the aggregate  principal balance  of the  Receivables
                                    have  Obligors with  billing addresses  in the  State of
                                    Arizona, Nevada  and  Georgia,  respectively.  See  "The
                                    Receivables  Pool" and  "Risk Factors--Regional Economic
                                    Conditions."
Class A Pass-Through Rate.........  % per annum, calculated on  the basis of a 360-day  year
                                    consisting   of  twelve  30-day  months  (the  "Class  A
                                    Pass-Through Rate").

    
 
                                       4

 
   

                                 
Class B Pass-Through Rate.........  % per annum, calculated on  the basis of a 360-day  year
                                    consisting   of  twelve  30-day  months  (the  "Class  B
                                    Pass-Through Rate").
Distribution Date.................  Distributions of principal and interest will be made  on
                                    the  15th day of each month (or, if such 15th day is not
                                    a Business Day, the next succeeding Business Day) (each,
                                    a "Distribution  Date"), commencing  in July  1996.  The
                                    final  scheduled Distribution Date  is the February 2003
                                    Distribution Date  (the  "Final  Scheduled  Distribution
                                    Date"). A "Business Day" is a day other than a Saturday,
                                    a Sunday or a day on which banking institutions or trust
                                    companies  in New York, New York or Phoenix, Arizona are
                                    authorized  by  law,  regulation,  executive  order   or
                                    governmental decree to be closed.
Interest..........................  On  each Distribution Date, the Trustee will distribute,
                                    to the extent of funds available therefor, first (i) pro
                                    rata to the  holders of  the Class  A Certificates  (the
                                    "Class  A Certificateholders") as of the last day of the
                                    immediately preceding calendar month (each such date,  a
                                    "Record   Date"),  interest   in  an   amount  equal  to
                                    one-twelfth (or, in the  case of the first  Distribution
                                    Date,  a fraction, the numerator of which  is    and the
                                    denominator of which is 360) of the product of the Class
                                    A Pass-Through Rate  and the Class  A Principal  Balance
                                    after  giving effect to  distributions of principal made
                                    on the preceding  Distribution Date or,  in the case  of
                                    the  first  Distribution  Date,  the  Original  Class  A
                                    Principal Balance (the "Class A Monthly Interest")  plus
                                    any  unpaid Class A Monthly  Interest from any preceding
                                    Distribution Date that  remains unpaid  and interest  on
                                    such  amount to the extent permitted by law at the Class
                                    A Pass-Through  Rate  and  then (ii)  pro  rata  to  the
                                    holders  of  record  of the  Class  B  Certificates (the
                                    "Class B  Certificateholders"  and,  together  with  the
                                    Class A Certificateholders, the "Certificateholders") as
                                    of  the  Record Date,  interest  in an  amount  equal to
                                    one-twelfth (or, in the  case of the first  Distribution
                                    Date,  a fraction, the numerator of which  is    and the
                                    denominator of which is 360) of the product of the Class
                                    B Pass-Through Rate  and the Class  B Principal  Balance
                                    after giving effect to all payments of principal made on
                                    the  preceding Distribution Date, or, in the case of the
                                    first Distribution Date, the Original Class B  Principal
                                    Balance (the "Class B Monthly Interest") plus any unpaid
                                    Class B Monthly Interest from any preceding Distribution
                                    Date  that remains unpaid and interest on such amount to
                                    the extent permitted by law at the Class B  Pass-Through
                                    Rate.
                                    The   "Class  A  Principal  Balance"   on  any  date  of
                                    determination shall equal the Original Class A Principal
                                    Balance reduced by  all distributions  actually made  to
                                    the   Class  A   Certificateholders  and   allocable  to
                                    principal. The "Class B  Principal Balance" on any  date
                                    of  determination  shall  equal  the  Original  Class  B
                                    Principal Balance reduced by all distributions  actually
                                    made  to the Class B Certificateholders and allocable to
                                    principal.

    
 
                                       5

 

                                 
Principal.........................  On each Distribution Date, the Trustee will  distribute,
                                    to the extent of funds available therefor, first (i) pro
                                    rata  to Class A Certificateholders  of record as of the
                                    related Record Date an  amount equal to  the sum of  (x)
                                    the  Class A Percentage of  all payments received by the
                                    Servicer  during   the   preceding   Collection   Period
                                    allocable   to  principal  on  or   in  respect  of  the
                                    Receivables as described under "The
                                    Certificates--Distributions on Certificates" ("Principal
                                    Collections"), (y) the  Class A  Percentage of  Realized
                                    Losses   with  respect   to  Receivables   which  became
                                    Liquidated Receivables  during  the  related  Collection
                                    Period  (the sum  of (x) and  (y), the  "Class A Monthly
                                    Principal") and (z) any unpaid Class A Monthly Principal
                                    with respect to any preceding Distribution Date and then
                                    (ii) pro rata to Class B Certificateholders of record as
                                    of the related Record Date an amount equal to the sum of
                                    (x) the Class B Percentage of Principal Collections, (y)
                                    the Class B Percentage  of Realized Losses with  respect
                                    to   Receivables  which  became  Liquidated  Receivables
                                    during the related Collection Period (the sum of (x) and
                                    (y), the "Class B Monthly Principal") and (z) any unpaid
                                    Class B Monthly Principal with respect to any  preceding
                                    Distribution Date.
                                    A   "Collection  Period"  means,  with  respect  to  any
                                    Distribution  Date   the  calendar   month   immediately
                                    preceding  the calendar month in which such Distribution
                                    Date occurs.
Subordination of the Class B
 Certificates.....................  The rights of the Class B Certificateholders to  receive
                                    distributions  to which they would otherwise be entitled
                                    with  respect  to  the  assets  of  the  Trust  will  be
                                    subordinated    to   the   rights   of   the   Class   A
                                    Certificateholders, as more fully described under  "Risk
                                    Factors--Subordination  of the Class B Certificates" and
                                    "The  Certificates--Subordination   of   the   Class   B
                                    Certificates." This subordination is intended to enhance
                                    the   likelihood   of   timely   receipt   by   Class  A
                                    Certificateholders of the  full amount  of interest  and
                                    principal  required to  be paid  to them,  and to afford
                                    such  Class  A  Certificateholders  limited   protection
                                    against losses in respect of the Receivables.
                                    The protection afforded to the Class A
                                    Certificateholders    by   the   subordination   feature
                                    described  above   will   be  effected   both   by   the
                                    preferential  right of the Class A Certificateholders to
                                    receive,  to   the  extent   described  below,   current
                                    distributions  from collections on or  in respect of the
                                    Receivables and  by the  establishment of  a  segregated
                                    trust  account  held  by the  Collateral  Agent  for the
                                    benefit of the Certificateholders (the "Reserve  Fund").
                                    Amounts  on  deposit in  the Reserve  Fund will  also be
                                    generally available  to  cover  shortfalls  in  required
                                    distributions  to  the  Class  B  Certificateholders, in
                                    respect of interest,  after payment of  interest on  the
                                    Class A Certificates and, in respect of principal, after
                                    payment  of  interest  and  principal  of  the  Class  A
                                    Certificates and interest on  the Class B  Certificates.
                                    The  Reserve Fund will be  maintained for the benefit of
                                    the Certificateholders,  but will  not  be part  of  the
                                    Trust.

 
                                       6

 
   

                                 
                                    No  interest distribution  will be  made to  the Class B
                                    Certificateholders on  any Distribution  Date until  the
                                    full  amount  of interest  on  the Class  A Certificates
                                    payable on such Distribution  Date has been  distributed
                                    to   the  Class   A  Certificateholders.   No  principal
                                    distribution   will   be   made    to   the   Class    B
                                    Certificateholders  on any  Distribution Date  until the
                                    full amount of interest on and principal of the Class  A
                                    Certificates  and interest  on the  Class B Certificates
                                    payable on such Distribution  Date has been  distributed
                                    to   the   Class  A   Certificateholders  and   Class  B
                                    Certificateholders,   respectively.   Distributions   of
                                    interest  on the Class B  Certificates, to the extent of
                                    collections  on  or  in   respect  of  the   Receivables
                                    allocable  to interest and  certain available amounts on
                                    deposit in the Reserve Fund, will not be subordinated to
                                    the payment of principal on the Class A Certificates.
Reserve Fund......................  The Reserve Fund will be created with an initial deposit
                                    by the Seller of cash  or Eligible Investments having  a
                                    value  of $4,585,300.97, or 1.50% of the Pool Balance as
                                    of the Cutoff  Date (the "Original  Pool Balance").  The
                                    amount  initially deposited in the  Reserve Fund will be
                                    augmented on each  Distribution Date by  the deposit  in
                                    the Reserve Fund of amounts remaining after distribution
                                    of  the Servicing Fee and amounts  to be paid to Class A
                                    Certificateholders  and   Class  B   Certificateholders.
                                    Amounts  in the  Reserve Fund  on any  Distribution Date
                                    (after giving effect to all distributions to be made  on
                                    such  Distribution  Date)  in  excess  of  the Specified
                                    Reserve Balance  for  such  Distribution  Date  will  be
                                    released  to the  Seller, on such  Distribution Date and
                                    upon such release, the  Certificateholders will have  no
                                    further  rights  in,  or claims  to,  such  amounts. The
                                    "Specified  Reserve   Balance"  with   respect  to   any
                                    Distribution Date generally will be equal to the greater
                                    of (a) 3.25% of the sum of the Class A Principal Balance
                                    and  the Class B Principal  Balance (after giving effect
                                    to  all  distributions  on  the  Certificates  on   such
                                    Distribution  Date)  or  (b)  1.00% of  the  sum  of the
                                    Original Class  A  Principal Balance  and  the  Original
                                    Class  B Principal Balance. Funds  will be withdrawn, to
                                    the  extent  available,  from   the  Reserve  Fund   for
                                    distribution  first to Class A Certificateholders to the
                                    extent of shortfalls  in the amounts  available to  make
                                    required  distributions  of  interest  on  the  Class  A
                                    Certificates and then to  Class B Certificateholders  to
                                    the  extent of  shortfalls in  the amounts  available to
                                    make required distributions of  interest on the Class  B
                                    Certificates.  Thereafter, funds will  be withdrawn from
                                    the Reserve  Fund  for  distribution first  to  Class  A
                                    Certificateholders  to the  extent of  shortfalls in the
                                    amounts available  to  make  required  distributions  of
                                    principal  on the Class A Certificates and then to Class
                                    B Certificateholders to the extent of shortfalls in  the
                                    amounts  available  to  make  required  distributions of
                                    principal on the Class B Certificates.
                                    The "Pool  Balance"  at  any  time  will  represent  the
                                    aggregate  principal balance  of the  Receivables at the
                                    end of  the preceding  Collection Period,  after  giving
                                    effect  to  all  payments  received  from  Obligors  and
                                    Purchase Amounts to be remitted by the

    
 
                                       7

 
   

                                 
                                    Servicer, the Seller or  the Bank, as  the case may  be,
                                    all  for such Collection Period, and all losses realized
                                    on Receivables liquidated during such Collection Period.
Servicing Fee.....................  The Servicer will receive a monthly fee (the  "Servicing
                                    Fee"),  payable  on  each  Distribution  Date,  equal to
                                    one-twelfth of the product of 1.00% (the "Servicing  Fee
                                    Rate")  and the Pool Balance as  of the first day of the
                                    related Collection  Period.  In addition,  the  Servicer
                                    will  be entitled to certain nonsufficient funds charges
                                    and other administrative  fees or  similar charges.  The
                                    Servicer  will, and  the Trust will  not, be responsible
                                    for paying any compensation to the Subservicer. See "The
                                    Certificates-- Servicing Compensation."
Optional Purchase.................  The Seller  may  purchase  all the  Receivables  on  any
                                    Distribution  Date as of which the Pool Balance is 5% or
                                    less of the  Original Pool Balance  at a purchase  price
                                    determined as described under "The
                                    Certificates--Termination."
Prepayment Considerations.........  All the Receivables are prepayable at any time. The rate
                                    of prepayments on the Receivables may be influenced by a
                                    variety of economic, social and other factors, including
                                    changes  in interest rates and  the fact that an Obligor
                                    generally may not sell or transfer the Financed  Vehicle
                                    securing a Receivable without the consent of the secured
                                    party,  which generally results in  the repayment of the
                                    remaining  principal  balance  of  the  Receivable.   In
                                    addition,  under certain circumstances,  the Seller will
                                    be obligated  to repurchase  (or to  cause the  Bank  to
                                    repurchase)   or  the  Servicer  will  be  obligated  to
                                    purchase Receivables  from  the Trust  pursuant  to  the
                                    Agreement  as a  result of breaches  of their respective
                                    representations, warranties  or covenants.  Accordingly,
                                    under  certain  circumstances  it  is  likely  that  the
                                    Certificates will be repaid  before the Final  Scheduled
                                    Distribution  Date.  Any reinvestment  risk  (which will
                                    vary from investor  to investor, but  which may  include
                                    the  risk  that  principal  payments  will  have  to  be
                                    reinvested at a lower yield) resulting from the rate  of
                                    prepayments   in  full   of  the   Receivables  and  the
                                    distribution of such  prepayments to  Certificateholders
                                    will be borne entirely by the Certificateholders.
Tax Status........................  In the opinion of special tax counsel, the Trust will be
                                    classified  for Federal income tax purposes as a grantor
                                    trust  and   not  as   an  association   taxable  as   a
                                    corporation.   Certificateholders   must   report  their
                                    respective allocable shares  of income  earned on  Trust
                                    assets (excluding certain amounts retained by the Seller
                                    as described herein) and, subject to certain limitations
                                    applicable  to  individuals,  estates  and  trusts,  may
                                    deduct their respective  allocable shares of  reasonable
                                    servicing  and  other  fees.  See  "Federal  Income  Tax
                                    Consequences." Investors  should consult  their own  tax
                                    advisors regarding state and local tax consequences. See
                                    "State and Local Tax Consequences."
Rating............................  It  is a condition  to the issuance  of the Certificates
                                    that the Class  A Certificates be  rated in the  highest
                                    investment  rating category  by at  least two nationally
                                    recognized rating agencies (each, a "Rating Agency") and
                                    the Class B Certificates  be rated at  least "A" or  its

    
 
                                       8

 

                                 
                                    equivalent  by each  such Rating Agency.  The ratings of
                                    the Certificates are based  primarily on the quality  of
                                    the Receivables and the availability of the Reserve Fund
                                    and,  in the  case of the  Class A  Certificates, on the
                                    subordination provided by  the Class  B Certificates.  A
                                    security  rating is not a recommendation to buy, sell or
                                    hold securities and may be  revised or withdrawn at  any
                                    time   by  the   assigning  Rating   Agency.  See  "Risk
                                    Factors--Ratings of  the  Certificates;  Possibility  of
                                    Withdrawal or Downgrading."
ERISA Considerations..............  The  Class  A Certificates  may  be purchased  by  or on
                                    behalf of an employee  benefit plan or other  retirement
                                    arrangement  that is subject  to the Employee Retirement
                                    Income Security Act  of 1974, as  amended ("ERISA"),  or
                                    Section  4975 of the  Internal Revenue Code  of 1986, as
                                    amended (the "Code"), as well as any entity whose source
                                    of funds  for  the  purchase  of  Class  A  Certificates
                                    includes  plan  assets by  reason of  a plan  or account
                                    investing in such  entity (each, a  "Plan"), subject  to
                                    the considerations described herein. Because the Class B
                                    Certificates   are   subordinated   to   the   Class   A
                                    Certificates, no Class B Certificate may be purchased by
                                    or on behalf of a Plan other than an "insurance  company
                                    general  account" as defined in, and which complies with
                                    the  provisions  of,  Prohibited  Transaction  Exemption
                                    95-60 which may be deemed to be holding Plan assets. See
                                    "ERISA Considerations."

 
                                       9

                                  RISK FACTORS
 
    IN   ADDITION  TO  THE  OTHER  INFORMATION  CONTAINED  IN  THIS  PROSPECTUS,
PROSPECTIVE PURCHASERS OF  THE CERTIFICATES SHOULD  READ AND CAREFULLY  CONSIDER
THE  RISK  FACTORS  SET  FORTH  BELOW  PRIOR  TO  MAKING  AN  INVESTMENT  IN THE
CERTIFICATES.
 
CERTAIN LEGAL ASPECTS
 
    The Seller will cause financing statements to be filed with the  appropriate
governmental authorities to perfect the interest of the Trustee on behalf of the
Certificateholders  in its  purchase of the  Receivables in  accordance with the
requirements of the Uniform Commercial Code in effect in the States of Ohio (the
"Ohio UCC") and Arizona (the "Arizona UCC," and together with the Ohio UCC,  the
"UCC"),  and the Servicer will hold  the Receivables, either directly or through
the Subservicer, as custodian for the Trustee following the sale and  assignment
of  the  Receivables to  the Trustee  on behalf  of the  Certificateholders. The
Receivables will not be segregated, stamped or otherwise marked to indicate that
they have been  sold to  the Trustee on  behalf of  the Certificateholders.  If,
through  inadvertence or otherwise, another party purchases (or takes a security
interest in) the Receivables  for new value in  the ordinary course of  business
and  takes possession of the Receivables without actual knowledge of the Trust's
interest, the  purchaser (or  secured party)  will acquire  an interest  in  the
Receivables superior to the interest of the Trust.
 
   
    Valley  National will assign its security interests in any Financed Vehicles
along with the sale and  assignment of the related  Receivables to the Bank  and
the  Bank will assign its security interests in the Financed Vehicles along with
the sale and assignment of the Receivables to the Seller. The Seller will assign
its security  interests  in  the  Financed Vehicles  along  with  the  sale  and
assignment  of the  Receivables to  the Trust,  and the  Servicer will  hold the
certificates of title or ownership or other documents evidencing the notation of
Valley National's or the Bank's lien  on the certificates of title or  ownership
relating  to the Financed Vehicles, either  directly or through the Subservicer,
as  custodian  for  the  Trustee  following  the  sale  and  assignment  of  the
Receivables  to the Trust.  The certificates of  title or ownership  will not be
endorsed or otherwise amended to identify the Trust as the new secured party. In
Arizona and most other states, in the absence of fraud or forgery by the vehicle
owner or of fraud, forgery, negligence or error by Valley National, the Bank  or
the  Seller or administrative error by state  or local agencies, the notation of
Valley National's or the Bank's lien  on the certificates of title or  ownership
and/or  possession of such certificates with such notation will be sufficient to
protect the Trust  against the  rights of  subsequent purchasers  of a  Financed
Vehicle  or  subsequent  lenders who  take  a  security interest  in  a Financed
Vehicle. There  exists a  risk, however,  in not  identifying the  Trust or  the
Trustee  as the new secured party on  the certificate of title that the security
interest of the Trust or  the Trustee may not be  enforceable. In the event  the
Trust  has  failed to  obtain or  maintain  a perfected  security interest  in a
Financed Vehicle, its security interest would be subordinate to, among others, a
bankruptcy trustee  of  the Obligor,  a  subsequent purchaser  of  the  Financed
Vehicle or a holder of a perfected security interest in the Financed Vehicle.
    
 
    The Seller intends that the transfer of the Receivables by it to the Trustee
on  behalf  of  the Trust  under  the  Agreement constitutes  a  valid  sale and
assignment of such  Receivables. Notwithstanding  the foregoing,  if the  Seller
were   to  become   a  debtor   in  a   bankruptcy  case   and  a   creditor  or
trustee-in-bankruptcy of  the Seller  or  the Seller  itself  were to  take  the
position  that the  sale of the  Receivables by  the Seller to  the Trust should
instead be treated  as a  pledge of  Receivables to  secure a  borrowing of  the
Seller,  delays in payments or collections of Receivables could occur or (should
the court rule in favor of any  such trustee, debtor or creditor) reductions  in
the amounts of such payments could result. If the transfer of Receivables by the
Seller  to  the Trust  is  treated as  a  pledge instead  of  a sale,  a  tax or
government lien on the property of the Seller arising before the transfer of the
Receivables to the  Trust may have  priority over the  Trust's interest in  such
Receivables.
 
REGIONAL ECONOMIC CONDITIONS
 
   
    Economic  conditions  in the  states where  Obligors  reside may  affect the
delinquency, loan loss and repossession experience of the Trust with respect  to
the  Receivables. As of the  Cutoff Date, the billing  addresses of the Obligors
with respect to approximately 34.46%, 12.15% and 10.89% by principal balance  of
the  Receivables  were located  in  Arizona, Nevada  and  Georgia, respectively.
Arizona, Nevada and Georgia
    
 
                                       10

   
have experienced economic downturns from time to time and no predictions can  be
made  regarding future economic conditions in Arizona, Nevada, Georgia or in any
of the other states where the Obligors are located. See "The Receivables Pool."
    
 
LIMITED OBLIGATIONS OF THE SELLER AND SERVICER
 
   
    Neither the Seller  nor the Servicer  is obligated to  make any payments  in
respect of the Certificates or the Receivables. In addition, if the Bank were to
cease acting as Servicer, if Valley National were to cease acting as Subservicer
or  during the  period that  the collection  activities of  the Bank  and Valley
National are consolidated with certain of their affiliates, delays in processing
payments on the Receivables and information  in respect thereof could occur  and
result  in delays in  payments to the Certificateholders.  See "The Portfolio of
Motor Vehicle Loans--Collection and Charge-Off Policies."
    
 
    In connection with the sale of Receivables by the Seller to the Trustee  for
the  benefit  of the  Certificateholders, the  Seller makes  representations and
warranties with respect to the  characteristics of such Receivables. In  certain
circumstances,  the Seller  is required  to repurchase  (or require  the Bank to
repurchase)  Receivables  with  respect   to  which  such  representations   and
warranties have been breached. If the Servicer fails to cure certain breaches of
the  covenants made  by it in  the Agreement  with respect to  a Receivable, the
Servicer may  be  required to  purchase  the affected  Receivable.  Because  the
Servicer  is initially the Bank and the  Seller and the Servicer are affiliates,
certain conflicts of interest  may arise with respect  to such obligations.  For
example,  the Servicer may discover a breach  of one of the representations that
would cause the  Seller (or itself)  to have to  repurchase a Receivable.  Since
both  the Seller and the Servicer are  obligated to give notices of any breaches
of representations to the Trustee, failure  by the Servicer to give such  notice
could give rise to an Event of Servicing Termination. Neither the Seller nor the
Servicer  is  otherwise  obligated  with  respect  to  the  Receivables  or  the
Certificates. See "The Certificates--Sale and Assignment of the Receivables" and
"--Servicing Procedures."
 
MATURITY AND PREPAYMENT ASSUMPTIONS
 
    All the Receivables are  prepayable at any time.  For this purpose the  term
"prepayments"  includes prepayments by the Obligors  in full or in part, certain
partial prepayments related to liquidations due to default, including rebates of
extended warranty contract costs and insurance premiums, as well as receipts  of
proceeds  from  physical damage,  credit  life, theft  and  disability insurance
policies and certain other Receivables purchased or repurchased pursuant to  the
terms  of  the Agreement.  The rate  of  prepayments on  the Receivables  may be
influenced by a  variety of  economic, social  and other  factors. In  addition,
under  certain circumstances, the Seller is  obligated to repurchase (or require
the Bank to repurchase), and the Servicer is obligated to purchase,  Receivables
pursuant   to  the  Agreement  as  a  result  of  certain  uncured  breaches  of
representations and warranties  in the  case of the  Seller (and  the Bank)  and
certain  uncured breaches of covenants in the  case of the Servicer made by them
in the Agreement. See "The Certificates--Sale and Assignment of the Receivables"
and "--Servicing Procedures." See also "The Certificates--Termination" regarding
the Seller's  option to  purchase the  Receivables. Accordingly,  under  certain
circumstances,  it is  likely that  the Certificates  will be  repaid before the
Final Scheduled Distribution Date. Any  reinvestment risk (which will vary  from
investor  to investor,  but which may  include the risk  that principal payments
will have  to  be reinvested  at  a lower  yield)  resulting from  the  rate  of
prepayments  of  the Receivables  and the  distribution  of such  prepayments to
Certificateholders will be borne entirely by the related Certificateholders. See
"Maturity and Prepayment Assumptions."
 
LIMITED ASSETS
 
    The Trust  does not  have, nor  is it  permitted or  expected to  have,  any
significant  assets or sources of funds other than the Receivables and the right
to receive  payments under  certain  circumstances from  the Reserve  Fund.  The
Certificates  represent interests  solely in the  Trust and neither  the Class A
Certificates nor the Class B Certificates  will be insured or guaranteed by  the
Seller,  the  Servicer, the  Subservicer,  the Trustee  or  any other  person or
entity. Consequently, holders  of the  Certificates must rely  for payment  upon
payments  on the  Receivables and,  if and to  the extent  available, amounts on
deposit in the Reserve  Fund. Amounts to  be deposited in  the Reserve Fund  are
limited in amount and will be reduced as the Pool Balance declines.
 
                                       11

SUBORDINATION OF THE CLASS B CERTIFICATES
 
    Amounts on deposit in the Reserve Fund will be available on any Distribution
Date  first to  cover shortfalls  in distributions  of interest  on the  Class A
Certificates and then to  cover shortfalls in distributions  of interest on  the
Class  B Certificates. As  a result, shortfalls in  distributions of interest on
the Class B Certificates will be covered (to the extent of amounts available  in
the  Reserve Fund  after the  payment of interest  on the  Class A Certificates)
prior to the use  of the Reserve  Fund to cover shortfalls  of principal on  the
Class  A  Certificates. After  distributions  of interest  on  both the  Class A
Certificates and the Class B Certificates have been made, amounts on deposit  in
the Reserve Fund will be available first to cover shortfalls in distributions of
principal  on  the  Class  A  Certificates  and  then  to  cover  shortfalls  in
distributions of principal on the Class  B Certificates. If the Reserve Fund  is
exhausted,  the Trust will depend solely  on current payments on the Receivables
to make distributions on the Certificates.
 
    The Class  B  Certificateholders  will  not  receive  any  distributions  of
interest  with respect to a Collection Period  until the full amount of interest
on the  Class  A  Certificates  relating to  such  Collection  Period  has  been
deposited  in the Class A Distribution  Account. Class B Certificateholders will
not receive  any distributions  of  principal with  respect to  such  Collection
Period  until  the full  amount  of interest  on and  principal  of the  Class A
Certificates relating to such Collection Period has been deposited in the  Class
A  Distribution  Account.  However, distributions  of  interest on  the  Class B
Certificates, to  the extent  of  collections on  the Receivables  allocable  to
interest  and the  amount on  deposit in  the Reserve  Fund available  after the
payment of interest  on the  Class A  Certificates has  been made,  will not  be
subordinated  to the payment of principal on  the Class A Certificates. See "The
Certificates--Distributions on Certificates."
 
FEDERAL INCOME TAXATION
 
    It is  expected that,  for Federal  income tax  purposes, amounts  otherwise
payable  to  the  Class  B Certificate  Owners  that  are paid  to  the  Class A
Certificate Owners  pursuant to  the  subordination provisions  described  above
under  "--Subordination of the Class B Certificates" will be deemed to have been
received by the Class B Certificate Owners and then paid by them to the Class  A
Certificate   Owners   pursuant  to   a  guaranty.   See  "Federal   Income  Tax
Consequences--Class B Certificate Owners--Effect of Subordination."
 
RATINGS OF THE CERTIFICATES; POSSIBILITY OF WITHDRAWAL OR DOWNGRADING
 
    It is a  condition to  the issuance  of the  Certificates that  the Class  A
Certificates  be rated in the highest rating category by at least two nationally
recognized rating agencies (each  a "Rating Agency"). It  is a condition to  the
issuance  of the  Class B Certificates  that they be  rated at least  "A" or its
equivalent by  each such  Rating Agency.  A rating  is not  a recommendation  to
purchase,  hold  or sell  the  Certificates, inasmuch  as  such rating  does not
comment as to market price or suitability for a particular investor. The ratings
of the Certificates are  based primarily on the  quality of the Receivables  and
the  availability  of  the  Reserve  Fund  and,  in  the  case  of  the  Class A
Certificates, on the  subordination provided  by the Class  B Certificates.  The
ratings   of  the  Certificates  address  the   likelihood  of  the  receipt  of
distributions due on the Certificates pursuant  to their terms. There can be  no
assurance  that a  rating will  remain for any  given period  of time  or that a
rating will not be lowered  or withdrawn entirely by a  Rating Agency if in  its
judgment  circumstances so warrant.  In the event that  a rating is subsequently
lowered or  withdrawn, no  person or  entity  will be  required to  provide  any
additional  credit  enhancement. There  can be  no assurance  as to  whether any
additional rating agency will rate the Certificates or, if one does, what rating
would be assigned to either class of Certificates by such rating agency.
 
LIMITED LIQUIDITY
 
    There  is  currently   no  secondary  market   for  the  Certificates.   The
Underwriters  currently intend  to make  a market  in the  Certificates, but are
under no obligation to do so. There can be no assurance that a secondary  market
will  develop or, if a  secondary market does develop,  that it will provide the
Certificateholders with liquidity of investment or that it will continue for the
life of the Certificates.
 
                             FORMATION OF THE TRUST
 
    The Seller will establish the Trust by selling and assigning the Receivables
and certain other Trust Property to the Trust in exchange for the  Certificates.
All references herein to sales, assignments and
 
                                       12

transfers  to the Trust refer to sales, assignments and transfers to the Trustee
on behalf of the Trust for the benefit of the Certificateholders. Prior to  such
sale  and  assignment, the  Trust  will have  no  assets or  obligations  or any
operating history. Upon  formation, the Trust  will not engage  in any  business
activities  other  than  acquiring  and  holding  the  Receivables,  issuing the
Certificates and distributing payments thereon.
 
    To facilitate servicing and to  minimize administrative burden and  expense,
it  is anticipated that  as of the  Closing Date, the  Servicer will appoint the
Subservicer as custodian of the  Receivables being serviced by the  Subservicer.
The  Servicer  will  be paid  the  Servicing  Fee out  of  collections  from the
Receivables, prior to distributions to Certificateholders. See "The Portfolio of
Motor  Vehicle  Loans--Motor  Vehicle  Lending,"  "The   Certificates--Servicing
Procedures," "--Servicing Compensation" and "--Distributions on Certificates."
 
   
    The Servicer will, directly or through the Subservicer, hold the Receivables
and  the certificates  of title or  ownership or other  documents evidencing the
notation of Valley National's or the Bank's lien on the certificates of title or
ownership relating  to  the Financed  Vehicles  as custodian  for  the  Trustee.
However,  the Receivables will  not be marked  or stamped to  indicate that they
have been sold  to the Trust,  and the  certificates of title  for the  Financed
Vehicles  will not be endorsed  or otherwise amended to  identify the Trustee as
the new  secured  party.  Under  the  foregoing  circumstances  and  in  certain
jurisdictions, the Trust's interest in the Receivables and the Financed Vehicles
may be defeated. See "Certain Legal Aspects of the Receivables."
    
 
    The  Trust will  not acquire  any contracts or  assets other  than the Trust
Property, and  it is  not anticipated  that the  Trust will  have any  need  for
additional  capital resources. Because the Trust  will have no operating history
upon its establishment and will not  engage in any business activity other  than
acquiring   and  holding  the  Trust  Property,  issuing  the  Certificates  and
distributing payments thereon, no historical  or PRO FORMA financial  statements
or  ratios of  earnings to  fixed charges  with respect  to the  Trust have been
included herein.
 
                               THE TRUST PROPERTY
 
   
    Each Certificate represents  a fractional undivided  interest in the  Trust.
The Trust Property will include the Receivables, which were originated either by
the  Bank or Valley  National. See "The  Portfolio of Motor  Vehicle Loans." The
Receivables will continue to be serviced by the Servicer or the Subservicer,  as
the  case may be, and evidence indirect financing made available by the Bank and
Valley National, respectively, to the Obligors. On the Closing Date, the  Seller
will   sell   the  Receivables   to  the   Trustee  for   the  benefit   of  the
Certificateholders. The Trust  Property also  includes (i)  all monies  received
under  the Receivables on and  after the Cutoff Date,  (ii) such amounts as from
time to time may be held in  one or more accounts established and maintained  by
the  Trustee  pursuant  to  the Agreement  as  described  below,  (iii) security
interests in the Financed Vehicles, (iv) the Seller's rights (if any) to receive
proceeds from  claims on  credit  life, disability,  theft and  physical  damage
insurance  policies  covering the  Financed Vehicles  or  the Obligors,  (v) the
rights of the Trustee on behalf  of the Certificateholders under the  Agreement,
(vi) the rights to certain payments from the Reserve Fund and (vii) all proceeds
(within the meaning of the UCC) of the foregoing.
    
 
    The   Reserve   Fund   will   be  maintained   for   the   benefit   of  the
Certificateholders, but will not be part of the Trust.
 
                      THE PORTFOLIO OF MOTOR VEHICLE LOANS
 
   
MOTOR VEHICLE LENDING
    
 
   
    The Receivables will consist of loans either presently owned by the Bank  or
acquired by the Bank from its wholly-owned subsidiary, Valley National (together
the  "Originators") pursuant to the Loan  Purchase and Servicing Agreement dated
as of the Cutoff Date. On or prior  to the Closing Date, the Bank will sell  the
    
 
                                       13

   
Receivables  to the Seller pursuant to the Loan Sale Agreement. As of the Cutoff
Date, approximately 64.94% of the Receivables by aggregate principal balance  of
the Receivables represents Receivables originated by Valley National.
    
 
   
    The  Originators purchase from  motor vehicle dealers  (the "Dealers") motor
vehicle retail installment  sale contracts which  are secured by  a new or  used
automobile,  van or  light-duty truck  ("Motor Vehicle  Loans"). The Originators
enter into agreements (the "Dealer Agreements") primarily with Dealers that  are
franchised  to sell new motor  vehicles and with certain  Dealers that sell used
motor vehicles, based upon a limited financial review of the Dealer or, in  some
cases,  the reputation and prior experience of the Originators with such Dealers
and their  key  management. The  Bank's  motor vehicle  lending  operations  are
centrally  managed through  two regional dealer  centers located  in Phoenix and
Tucson, Arizona. Valley National's motor vehicle lending operations are  locally
managed  through 17 sites in 12 states.  In addition to purchasing Motor Vehicle
Loans from such Dealers, the Originators  also extend loans and lines of  credit
to  certain Dealers  for, among other  things, inventories  and other commercial
purposes. Such loans  and lines of  credit are not  included in the  Receivables
purchased by the Trust.
    
 
   
    Each  Motor Vehicle Loan was purchased by  the Originators after a review by
the Originators  in accordance  with their  established underwriting  procedures
described  below.  These procedures  are intended  to assess  the ability  of an
applicant for a proposed  Motor Vehicle Loan to  repay a proposed Motor  Vehicle
Loan and the adequacy of the motor vehicle as collateral.
    
 
   
    The  Dealers require an applicant to complete an application which generally
includes  such  information  as   the  applicant's  income,  deposit   accounts,
liabilities,  credit and employment history  and other personal information. The
application is reviewed for completeness  and compliance with each  Originator's
guidelines.
    
 
   
    The  Originators analyze all  applications using a  combination of empirical
and judgmental systems. Upon receipt of  an application, a credit bureau  report
on  the applicant is ordered. The application, along with the credit bureau data
and  pertinent  information  on  the  applicant's  proposed  purchase  is   then
judgmentally  evaluated. Applications are generally  approved on the strength of
the applicant's credit and  employment background and ability  to repay the  new
debt.  The Originators also give favorable  consideration to an applicant's down
payment, loan-to-value ratio and, in  some instances, will accept weaker  credit
profiles  in cases of applicant stability, ability to repay, lower loan-to-value
ratios and/or additional rate. Each proposed loan is also evaluated utilizing  a
"pricing  model" which assigns operating costs and loan losses to new production
based on credit quality and  loan-to-value ratios. Loan approvals are  generally
made  to  requests  which  appear  reasonable  to  the  underwriter  as  well as
profitable on the pricing model.
    
 
   
    Under the Originators'  normal underwriting standards,  the amount  advanced
under  a Motor  Vehicle Loan generally  will not exceed  (i) in the  case of new
motor vehicles, 125% of  the Dealer's cost, plus  sales tax, license fee,  title
fee, service and warranty contracts, plus any premium for credit life and credit
accident  and health  insurance obtained in  connection with  such Motor Vehicle
Loan, or (ii) in the  case of used motor vehicles,  125% of the wholesale  price
reported  in the most recent  edition of the Kelly  Blue Book, NADA or Blackbook
guide (varies by local market), plus sales tax, license fee, title fee,  service
and warranty contracts, plus any premium for credit life and credit accident and
health  insurance  obtained  in connection  with  such Motor  Vehicle  Loan. The
Originators' guidelines  are  intended  to  provide  a  basis  for  the  lending
decision,  but are  not meant  to supercede the  credit judgment  of the lending
officer. As a result, certain Motor Vehicle Loans may not comply with all of the
Originators' guidelines. The Originators review each of the Motor Vehicle  Loans
to ensure compliance with its established policies and procedures.
    
 
DEALER AGREEMENTS
 
   
    Each  Dealer that originates Motor Vehicle  Loans and assigns them to either
of the Originators has  made representations and  warranties to such  Originator
with  respect to each Motor Vehicle Loan  and the security interest in the motor
vehicle relating  thereto,  including  that  (a)  the  Motor  Vehicle  Loan  and
underlying purchase transaction comply with all applicable laws and regulations,
(b)  the contract is  a bona fide sale  that arose from the  sale of the vehicle
described therein, the Obligor's signature thereon is genuine and the Obligor is
of full age and has the capacity  to contract, (c) the cash down payment  and/or
trade-in
    
 
                                       14

   
allowance  were  actually received  and  were in  the  amounts specified  in the
documents delivered  to such  Originator,  (d) all  statements  of fact  in  the
contract  are  true to  the best  of the  Dealer's knowledge,  (e) there  are no
warranties, express or implied, that exist outside the written contract and  (f)
the  Dealer has no knowledge of any fact  impairing the validity or value of the
contract.  None  of   these  representations  and   warranties  relate  to   the
creditworthiness  of  the Obligor  or the  collectability  of the  Motor Vehicle
Loans. Upon breach of  any representation or warranty  made by such Dealer  with
respect  to a Motor Vehicle Loan and  an Originator, such Originator has a right
to require the Dealer to repurchase such loan.
    
 
CONTRACT MODIFICATIONS
 
   
    The  Originators  follow  specific  procedures  with  respect  to   contract
extensions  and  modifications.  Extensions  may  be  granted  to  a  current or
delinquent customer  to cure  a short  term cash  flow problem.  Extensions  are
granted  on  an  individual  basis  and  are  reported  and  monitored  closely.
Generally, the extension policy includes: (i) at least six monthly payments must
be made  before an  account is  eligible for  extension, (ii)  one extension  is
allowed  for every 12 month period, (iii)  extensions will not be granted if the
loan is deemed to be uncollectible, and  (iv) extensions will not be granted  if
an  account is  more than 90  days past due  unless approval by  the Credit Unit
Manager is obtained. Approval by a collection supervisor must be obtained before
an extension is granted.
    
 
   
    The Originators may also change a payment  date once during the term of  the
contract as an accommodation to the Obligor if the new payment date is within 20
days  of the original scheduled payment date. Such change of payment date is not
deemed to be an extension and no extension fee is charged.
    
 
   
    The Originators  will not  make modifications  to the  Receivables that  (i)
reduce the original rates of interest on the Receivables, (ii) reduce the amount
of the regularly scheduled payments on the Receivables or (iii) extend the final
payment  dates on such Receivables beyond  the Collection Period relating to the
Final Scheduled Distribution Date.
    
 
   
INSURANCE
    
 
   
    Pursuant to the  Originators' customary  policies, each  Motor Vehicle  Loan
requires   the  Obligor  to  obtain  fire,  theft  and  collision  insurance  or
comprehensive and  collision insurance  with respect  to the  Financed  Vehicle.
While  verified at  the funding  of each  Receivable, insurance  coverage on the
Financed Vehicles will not be  monitored by or on behalf  of the Servicer on  an
ongoing  basis. The Servicer, on behalf of the Trust, is not obligated, and does
not intend, to purchase  required insurance on any  Financed Vehicle and  charge
the Obligor for the cost of such insurance if the Obligor fails to do so.
    
 
COLLECTION AND CHARGE-OFF POLICIES
 
   
    The  Bank's collection activities  are currently centralized  in Phoenix and
Tucson, Arizona. Valley National's  collection activities are currently  locally
managed  through 17 sites in 12 states. As part of its ongoing consolidation and
standardization efforts, BANC ONE CORPORATION intends to consolidate the  Bank's
and Valley National's collection activities with respect to the Receivables into
a  single collection center in Phoenix,  Arizona. It is currently estimated that
this consolidation  effort will  be  completed by  the  third quarter  of  1997.
Certain  of  the  collection  procedures  discussed  below  may  be  modified in
connection with  the  consolidation  and standardization  efforts  of  BANC  ONE
CORPORATION.
    
 
   
    The  Originators consider Motor  Vehicle Loans to be  past due when payments
are not received by  the due date. Using  behavior scoring and other  variables,
the Bank assesses Motor Vehicle Loans in terms of odds of becoming "bad." Bad is
defined  as the probability of  the loan going three  or more payments (60 days)
delinquent. High risk loans are collected more aggressively than medium and  low
risk  loans. Depending  on risk  level, delinquent  loan collection  efforts can
begin as early as five days past due or as late as 13 days past due. Obligors on
first payment default loans (highest risk) are called at 5 days by a late  stage
seasoned  collector. Obligors on  high risk non-first  payment default loans are
called via autodialer  technology beginning  at 10  days past  due. Obligors  on
medium risk loans are called at 12 days past due. Obligors on low risk loans are
sent  a reminder letter at 13 days past due and typically called at 20 days past
due. Collection accounts  remain on  the autodialer  where efforts  are made  to
contract for payment arrangements or until
    
 
                                       15

   
determined  to be  worthy of accelerated  collection techniques. If  a loan ages
past 45 days,  it is  automatically considered high  risk and  transferred to  a
manual  calling environment. Repossession evaluations are typically conducted at
60 days past due.
    
 
   
    Valley National's collection  efforts generally  begin on the  tenth day  of
delinquency  via telephone.  Collection personnel  within each  office, with the
assistance of the collection and/or  branch manager, prioritize accounts on  the
basis  of  perceived  risk  after the  tenth  day  of  delinquency. Repossession
procedures generally begin by the 45th day of delinquency.
    
 
   
    Repossessions are carried out by  contractors who have met the  Originators'
eligibility  requirements. Collateral is liquidated  at weekly auctions, subject
to minimum bid requirements, no later than 45 days after repossession.
    
 
   
    The Originators' policy is to charge off Motor Vehicle Loans at the time  of
repossession  or at  the point the  loan becomes 120  days delinquent, whichever
comes first. If collateral has been repossessed, the full principal balance plus
accrued interest  is  charged off.  Subsequent  repossession sale  proceeds  are
applied  as gross  loss reductions  if received  within 45  days of  charge off,
otherwise, credits are applied as recoveries. Deficiency balances are  generally
pursued  if deemed collectible. Prior to the  first quarter of 1996, each of the
Originator's procedure was to charge off less than 100% of the principal balance
plus accrued interest of  Motor Vehicle Loans at  the time of repossession.  The
net losses for each of the Originators for the three months ended March 31, 1996
in the tables below reflect such change.
    
 
   
DELINQUENCY AND NET LOSS EXPERIENCE OF THE BANK
    
 
    Set  forth below is certain information concerning the historical experience
of the portfolio  owned or serviced  by the  Bank pertaining to  retail (new  or
used)  automobile, van or light duty  truck Receivables originated indirectly by
the Bank through Dealers. There can be no assurance that the delinquency and net
loss experience on the Receivables will be comparable to that set forth below.
 
   
                             DELINQUENCY EXPERIENCE
    
   


                                                  AT MARCH 31,
                                -------------------------------------------------
                                         1996                      1995
                                -----------------------   -----------------------
                                NUMBER OF                 NUMBER OF
                                CONTRACTS     AMOUNT      CONTRACTS     AMOUNT
                                ---------  ------------   ---------  ------------
                                                         
Portfolio at Period End.......   50,010    $472,358,212    49,816    $433,521,970
Delinquency:
  30-59 days..................      476    $  4,109,434       411    $  3,230,137
  60-89 days..................       81    $    650,581        39    $    300,287
  90 days or more.............       34    $    318,138        14    $     85,719
Total Delinquencies as a
 Percentage of the
 Portfolio....................     1.18  %         1.08%     0.93  %         0.83%
 

                                                              AT DECEMBER 31,
                                ---------------------------------------------------------------------------
 
                                         1995                      1994                      1993
                                -----------------------   -----------------------   -----------------------
                                NUMBER OF                 NUMBER OF                 NUMBER OF
                                CONTRACTS     AMOUNT      CONTRACTS     AMOUNT      CONTRACTS     AMOUNT
                                ---------  ------------   ---------  ------------   ---------  ------------
                                                                             
Portfolio at Period End.......   47,845    $432,159,919    51,935    $459,919,212    56,840    $514,433,322
Delinquency:
  30-59 days..................      579    $  4,685,050       561    $  4,136,178       559    $  3,600,321
  60-89 days..................       96    $    723,220       115    $    920,306        88    $    502,998
  90 days or more.............       21    $    138,255        13    $     98,657        17    $    100,920
Total Delinquencies as a
 Percentage of the
 Portfolio....................     1.45  %         1.28%     1.33  %         1.12%     1.17  %         0.82%

    
 
   
                         HISTORICAL NET LOSS EXPERIENCE
    
 
   


                                            FOR THREE MONTHS ENDED MARCH 31,               FOR YEAR ENDED DECEMBER 31,
                                        ----------------------------------------  ----------------------------------------------
                                             1996 (1)             1995 (1)             1995            1994            1993
                                        -------------------  -------------------  --------------  --------------  --------------
                                                                                                   
Principal Amount Outstanding..........    $ 472,358,212        $ 433,521,970      $432,159,919    $459,919,212    $514,433,322
Average Principal Amount
 Outstanding..........................    $ 449,852,213        $ 446,638,416      $424,055,377    $495,350,326    $468,400,193
Number of Loans Outstanding...........           50,010               49,816            47,845          51,935          56,840
Average Number of Loans Outstanding...           49,314               50,652            48,570          54,884          55,488
Net Losses............................    $     677,763        $     629,339      $  1,728,951    $    733,306    $    820,765
Net Losses as a Percent of Principal
 Amount Outstanding...................             0.57%                0.58%             0.40%           0.16%           0.16%
Net Losses as a Percent of Average
 Principal Amount Outstanding.........             0.60%                0.56%             0.41%           0.15%           0.18%

    
 
- ----------------------------------------
   
(1) Percentages are computed on an annualized basis.
    
 
    Delinquencies and  net  charge-offs are  affected  by a  number  of  social,
economic  and other factors,  and there can be  no assurance as  to the level of
future total  delinquencies or  the severity  of future  net charge-offs.  As  a
result,  the delinquency  and net charge-off  experience of  the Receivables may
differ from those shown in the tables.
 
                                       16

   
DELINQUENCY AND NET LOSS EXPERIENCE OF VALLEY NATIONAL
    
 
   
    Set forth below is certain information concerning the historical  experience
of  the portfolio owned or serviced by Valley National pertaining to retail (new
and used) automobile, van and light duty truck Receivables originated indirectly
by the  Valley National  through Dealers.  There can  be no  assurance that  the
delinquency  and net  loss experience on  the Receivables will  be comparable to
that set forth below.
    
 
   
                             DELINQUENCY EXPERIENCE
    
   


                                                  AT MARCH 31,
                                -------------------------------------------------
                                         1996                      1995
                                -----------------------   -----------------------
                                NUMBER OF                 NUMBER OF
                                CONTRACTS     AMOUNT      CONTRACTS     AMOUNT
                                ---------  ------------   ---------  ------------
                                                         
Portfolio at Period End.......   57,615    $481,980,813    75,028    $680,700,832
Delinquency:
  30-59 days..................      338    $  2,999,444       321    $  2,910,280
  60-89 days..................       53    $    482,534        41    $    403,771
  90 days or more.............       31    $    270,541        14    $    146,535
Total Delinquencies as a
 Percentage of the
 Portfolio....................     0.73  %         0.78%     0.50  %         0.51%
 

                                                              AT DECEMBER 31,
                                ---------------------------------------------------------------------------
 
                                         1995                      1994                      1993
                                -----------------------   -----------------------   -----------------------
                                NUMBER OF                 NUMBER OF                 NUMBER OF
                                CONTRACTS     AMOUNT      CONTRACTS     AMOUNT      CONTRACTS     AMOUNT
                                ---------  ------------   ---------  ------------   ---------  ------------
                                                                             
Portfolio at Period End.......   60,118    $499,872,817    79,093    $738,210,863    81,030    $767,066,037
Delinquency:
  30-59 days..................      503    $  4,375,988       364    $  3,367,531       486    $  3,997,134
  60-89 days..................       73    $    691,106        43    $    404,326        29    $    255,539
  90 days or more.............       44    $    437,131        14    $    102,886         6    $     29,018
Total Delinquencies as a
 Percentage of the
 Portfolio....................     1.03  %         1.10%     0.53  %         0.52%     0.64  %         0.56%

    
 
   
                         HISTORICAL NET LOSS EXPERIENCE
    
 
   


                                         FOR THREE MONTHS ENDED MARCH
                                                     31,                         FOR YEAR ENDED DECEMBER 31,
                                        ------------------------------  ----------------------------------------------
                                         1996 (1)(2)       1995 (1)          1995            1994            1993
                                        --------------  --------------  --------------  --------------  --------------
                                                                                         
Principal Amount Outstanding..........  $481,980,813    $680,700,832    $499,872,817    $738,210,863    $767,066,037
Average Principal Amount
 Outstanding..........................  $485,613,955    $711,966,618    $612,606,526    $788,399,898    $698,730,738
Number of Loans Outstanding...........        57,615          75,028          60,118          79,093          81,030
Average Number of Loans Outstanding...        58,319          76,584          68,830          82,753          77,566
Net Losses............................  $    164,853    $    698,566    $  3,834,679    $  1,731,872    $  1,672,978
Net Losses as a Percent of Principal
 Amount Outstanding...................          0.14%           0.41%           0.77%           0.23%           0.22%
Net Losses as a Percent of Average
 Principal Amount Outstanding.........          0.14%           0.39%           0.63%           0.22%           0.24%

    
 
- ----------------------------------------
   
(1) Percentages are computed on an annualized basis.
    
 
   
(2) Net loss numbers reflect an atypically high level of recoveries.
    
 
    Delinquencies and  net  charge-offs are  affected  by a  number  of  social,
economic  and other factors,  and there can be  no assurance as  to the level of
future total  delinquencies or  the severity  of future  net charge-offs.  As  a
result,  the delinquency  and net charge-off  experience of  the Receivables may
differ from those shown in the tables.
 
                              THE RECEIVABLES POOL
 
GENERAL
 
   
    The Receivables  were selected  by several  criteria, including,  as of  the
Cutoff  Date, the  following: each  Receivable has  a scheduled  maturity of not
later than the Final Scheduled Maturity Date; each Receivable provides for level
monthly payments which fully amortize the  amount financed (except for the  last
payment,  which may be different from the level payment); each Receivable is not
more than  90 days  contractually past  due (a  scheduled payment  has not  been
received by the third subsequent calendar month's scheduled payment date) and is
not  more than six  months paid ahead;  each Receivable has  a principal balance
between $250 and $50,000; and each  Receivable is a fixed rate, simple  interest
receivable (a "Simple Interest Receivable") having an APR of no less than 9%, in
the  case of Receivables originated  by Valley National and  11%, in the case of
Receivables originated by the  Bank. As of  the Cutoff Date,  no Obligor on  any
Receivable was noted in the related records of the Servicer as being the subject
of a bankruptcy proceeding. No selection procedures believed by the Seller to be
adverse to Certificateholders were used in selecting the Receivables.
    
 
    The  composition, distribution by remaining  principal, distribution by APR,
distribution by remaining term and geographic distribution of the Receivables as
of the Cutoff Date are set forth in the following tables.
 
              COMPOSITION OF THE RECEIVABLES AS OF THE CUTOFF DATE
 
   


WEIGHTED AVERAGE
     APR OF          AGGREGATE PRINCIPAL     NUMBER OF     WEIGHTED AVERAGE      WEIGHTED AVERAGE    AVERAGE PRINCIPAL
   RECEIVABLES             BALANCE          RECEIVABLES     REMAINING TERM        ORIGINAL TERM           BALANCE
- -----------------  -----------------------  -----------  --------------------  --------------------  -----------------
                                                                                      
     12.15%        $        305,686,731.53      31,595           45.97 months          60.12 months   $      9,675.16

    
 
                                       17

  DISTRIBUTION BY REMAINING PRINCIPAL OF THE RECEIVABLES AS OF THE CUTOFF DATE
   


                                   REMAINING PRINCIPAL                                       NUMBER OF   AGGREGATE PRINCIPAL
                                     RANGE OF BALANCE                                       RECEIVABLES      BALANCE (1)
- ------------------------------------------------------------------------------------------  -----------  -------------------
                                                                                                   
$  250 to $ 2,499.........................................................................       1,077    $       2,115,568
$ 2,500 to $ 4,999........................................................................       5,608           21,460,032
$ 5,000 to $ 7,499........................................................................       6,235           38,949,385
$ 7,500 to $ 9,999........................................................................       5,632           49,071,066
$10,000 to $12,499........................................................................       4,691           52,564,253
$12,500 to $14,999........................................................................       3,304           45,124,007
$15,000 to $17,499........................................................................       2,178           35,213,426
$17,500 to $19,999........................................................................       1,291           24,036,749
$20,000 to $22,499........................................................................         766           16,192,066
$22,500 to $24,999........................................................................         421            9,944,592
$25,000 to $27,499........................................................................         205            5,351,939
$27,500 to $29,999........................................................................         119            3,408,897
$30,000 to $39,999........................................................................          65            2,121,325
$40,000 to $49,999........................................................................           3              133,425
                                                                                            -----------  -------------------
Total.....................................................................................      31,595    $     305,686,732
                                                                                            -----------  -------------------
                                                                                            -----------  -------------------
 

                                                                                                PERCENTAGE OF
 
                                   REMAINING PRINCIPAL                                       AGGREGATE PRINCIPAL
 
                                     RANGE OF BALANCE                                            BALANCE (2)
 
- ------------------------------------------------------------------------------------------  ---------------------
 
                                                                                         
$  250 to $ 2,499.........................................................................            0.69%
 
$ 2,500 to $ 4,999........................................................................            7.02
 
$ 5,000 to $ 7,499........................................................................           12.74
 
$ 7,500 to $ 9,999........................................................................           16.05
 
$10,000 to $12,499........................................................................           17.20
 
$12,500 to $14,999........................................................................           14.76
 
$15,000 to $17,499........................................................................           11.52
 
$17,500 to $19,999........................................................................            7.86
 
$20,000 to $22,499........................................................................            5.30
 
$22,500 to $24,999........................................................................            3.25
 
$25,000 to $27,499........................................................................            1.75
 
$27,500 to $29,999........................................................................            1.12
 
$30,000 to $39,999........................................................................            0.69
 
$40,000 to $49,999........................................................................            0.04
 
                                                                                                    ------
 
Total.....................................................................................          100.00%
 
                                                                                                    ------
 
                                                                                                    ------
 

    
 
- --------------------------
 
   
(1) Dollar amounts may not add to $305,686,732 because of rounding.
    
 
(2) Percentages may not add to 100.00% because of rounding.
 
DISTRIBUTION BY ANNUAL PERCENTAGE RATE OF THE RECEIVABLES AS OF THE CUTOFF DATE
   


                                    ANNUAL PERCENTAGE                                        NUMBER OF   AGGREGATE PRINCIPAL
                                        RATE RANGE                                          RECEIVABLES      BALANCE (1)
- ------------------------------------------------------------------------------------------  -----------  -------------------
                                                                                                   
 9.00% to  9.99%..........................................................................       6,456    $      62,159,280
10.00% to 10.99%..........................................................................       4,173           40,862,152
11.00% to 11.99%..........................................................................       6,443           69,242,320
12.00% to 12.99%..........................................................................       5,255           51,620,688
13.00% to 13.99%..........................................................................       2,726           26,480,454
14.00% to 14.99%..........................................................................       1,989           17,673,233
15.00% and above..........................................................................       4,553           37,648,604
                                                                                            -----------  -------------------
Total.....................................................................................      31,595    $     305,686,732
                                                                                            -----------  -------------------
                                                                                            -----------  -------------------
 

                                                                                                PERCENTAGE OF
 
                                    ANNUAL PERCENTAGE                                        AGGREGATE PRINCIPAL
 
                                        RATE RANGE                                                 BALANCE
 
- ------------------------------------------------------------------------------------------  ---------------------
 
                                                                                         
 9.00% to  9.99%..........................................................................           20.33%
 
10.00% to 10.99%..........................................................................           13.37
 
11.00% to 11.99%..........................................................................           22.65
 
12.00% to 12.99%..........................................................................           16.89
 
13.00% to 13.99%..........................................................................            8.66
 
14.00% to 14.99%..........................................................................            5.78
 
15.00% and above..........................................................................           12.32
 
                                                                                                    ------
 
Total.....................................................................................          100.00%
 
                                                                                                    ------
 
                                                                                                    ------
 

    
 
- --------------------------
 
   
(1) Dollar amounts may not add to $305,686,732 because of rounding.
    
 
    DISTRIBUTION BY REMAINING TERM OF THE RECEIVABLES AS OF THE CUTOFF DATE
   


                                                                                               NUMBER OF   AGGREGATE PRINCIPAL
RANGE OF REMAINING TERMS                                                                      RECEIVABLES        BALANCE
- --------------------------------------------------------------------------------------------  -----------  -------------------
                                                                                                     
12 to 17 months.............................................................................       3,710    $      13,512,987
18 to 23 months.............................................................................       3,253           16,181,933
24 to 29 months.............................................................................       3,434           22,171,388
30 to 35 months.............................................................................       3,617           28,404,990
36 to 41 months.............................................................................       3,875           36,642,396
42 to 47 months.............................................................................       3,524           38,428,800
48 to 53 months.............................................................................       2,933           36,572,468
54 to 59 months.............................................................................       3,578           50,738,146
60 to 65 months.............................................................................       1,828           29,464,301
66 to 71 months.............................................................................       1,613           29,191,449
72 months...................................................................................         230            4,377,874
                                                                                              -----------  -------------------
Total.......................................................................................      31,595    $     305,686,732
                                                                                              -----------  -------------------
                                                                                              -----------  -------------------
 

                                                                                                 PERCENTAGE OF
                                                                                              AGGREGATE PRINCIPAL
RANGE OF REMAINING TERMS                                                                          BALANCE (1)
- --------------------------------------------------------------------------------------------  -------------------
                                                                                           
12 to 17 months.............................................................................           4.42%
18 to 23 months.............................................................................           5.29
24 to 29 months.............................................................................           7.25
30 to 35 months.............................................................................           9.29
36 to 41 months.............................................................................          11.99
42 to 47 months.............................................................................          12.57
48 to 53 months.............................................................................          11.96
54 to 59 months.............................................................................          16.60
60 to 65 months.............................................................................           9.64
66 to 71 months.............................................................................           9.55
72 months...................................................................................           1.43
                                                                                                     ------
Total.......................................................................................         100.00%
                                                                                                     ------
                                                                                                     ------

    
 
- --------------------------
 
(1) Percentages may not add to 100.00% because of rounding.
 
                                       18

      GEOGRAPHIC DISTRIBUTION OF THE RECEIVABLES AS OF THE CUTOFF DATE (1)
   


                                                                                             NUMBER OF   AGGREGATE PRINCIPAL
STATE (1)                                                                                   RECEIVABLES        BALANCE
- ------------------------------------------------------------------------------------------  -----------  -------------------
                                                                                                   
Arizona...................................................................................      10,612    $     105,333,837
California................................................................................         506            5,554,738
Colorado..................................................................................         765            6,304,885
Florida...................................................................................       1,589           14,636,674
Georgia...................................................................................       3,541           33,304,423
Nevada....................................................................................       3,318           37,139,371
New Mexico................................................................................       3,089           30,214,021
North Carolina............................................................................       1,033            8,397,304
Oklahoma..................................................................................       2,261           24,453,130
South Carolina............................................................................         919            8,962,327
Tennessee.................................................................................         912            9,999,926
Texas.....................................................................................       1,825           10,989,802
Other.....................................................................................       1,225           10,396,294
                                                                                            -----------  -------------------
Total.....................................................................................      31,595    $     305,686,732
                                                                                            -----------  -------------------
                                                                                            -----------  -------------------
 

                                                                                                PERCENTAGE OF
 
                                                                                             AGGREGATE PRINCIPAL
 
STATE (1)                                                                                          BALANCE
 
- ------------------------------------------------------------------------------------------  ---------------------
 
                                                                                         
Arizona...................................................................................           34.46%
 
California................................................................................            1.82
 
Colorado..................................................................................            2.06
 
Florida...................................................................................            4.79
 
Georgia...................................................................................           10.89
 
Nevada....................................................................................           12.15
 
New Mexico................................................................................            9.88
 
North Carolina............................................................................            2.75
 
Oklahoma..................................................................................            8.00
 
South Carolina............................................................................            2.93
 
Tennessee.................................................................................            3.27
 
Texas.....................................................................................            3.60
 
Other.....................................................................................            3.40
 
                                                                                                    ------
 
Total.....................................................................................          100.00%
 
                                                                                                    ------
 
                                                                                                    ------
 

    
 
- ------------------------
 
   
(1) Based on billing addresses of the Obligors.
    
 
   
    Approximately 45.02% of the aggregate principal balance of the  Receivables,
constituting  37.02%  of  the number  of  Receivables,  as of  the  Cutoff Date,
represents financing of new vehicles; the remainder represents financing of used
vehicles. As of the Cutoff Date, 0.65% of the aggregate principal balance of the
Receivables, constituting 0.68% of the number of Receivables, were more than  30
days contractually past due. A Receivable is 30 days contractually past due if a
scheduled  payment  has not  been received  by  the subsequent  calendar month's
scheduled payment date.
    
 
    All of the Receivables  are Simple Interest  Receivables. A Simple  Interest
Receivable  provides  for  the amortization  of  the amount  financed  under the
receivable over a series of fixed  level monthly payments. Each monthly  payment
includes  an installment  of interest  which is calculated  on the  basis of the
outstanding principal balance of the receivable multiplied by the stated APR and
further multiplied by  the period  elapsed (as a  fraction of  a calendar  year)
since the preceding payment of interest was made. As payments are received under
a  Simple Interest Receivable, the amount  received is applied first to interest
accrued to the date of payment and  the balance is applied to reduce the  unpaid
principal  balance. Accordingly, if an Obligor  pays a fixed monthly installment
before its scheduled due date, the portion of the payment allocable to  interest
for  the period since the preceding payment was  made will be less than it would
have been had the payment been made as scheduled, and the portion of the payment
applied to reduce the unpaid principal balance will be correspondingly  greater.
Conversely,  if an Obligor pays a  fixed monthly installment after its scheduled
due date, the portion of the payment allocable to interest for the period  since
the  preceding payment was made will be greater  than it would have been had the
payment been made as scheduled, and the portion of the payment applied to reduce
the unpaid principal balance will be  correspondingly less. In either case,  the
Obligor pays a fixed monthly installment until the final scheduled payment date,
at  which time the amount of the  final installment is increased or decreased as
necessary to repay the then outstanding principal balance.
 
    The Bank or Valley National, as the case may be, may accede to an  Obligor's
request  to pay scheduled payments  in advance, in which  event the Obligor will
not be required  to make another  regularly scheduled payment  until the time  a
scheduled  payment not paid in advance is due. The amount of any payment made in
advance will be  treated as a  principal prepayment and  will be distributed  as
part  of the Principal Collections in  the month following the Collection Period
in which the prepayment was made. See "Maturity and Prepayment Assumptions."
 
                                       19

                      MATURITY AND PREPAYMENT ASSUMPTIONS
 
    All  the Receivables are prepayable  at any time. For  this purpose the term
"prepayments" includes  prepayments by  Obligors  in full  or in  part,  certain
partial prepayments related to liquidations due to default, including rebates of
extended  warranty contract costs and insurance premiums, as well as receipts of
proceeds from  physical  damage, credit  life,  theft and  disability  insurance
policies and certain other Receivables, purchased or repurchased pursuant to the
terms  of  the Agreement.  The rate  of  prepayments on  the Receivables  may be
influenced by a variety of economic, social and other factors, including changes
in interest  rates and  the  fact that  an Obligor  generally  may not  sell  or
transfer  the Financed Vehicle securing a  Receivable without the consent of the
secured party,  which  generally  results  in the  repayment  of  the  remaining
principal  balance of the Receivable.  In addition, under certain circumstances,
the Seller is obligated to repurchase  (or require the Bank to repurchase),  and
the  Servicer is obligated to purchase, Receivables pursuant to the Agreement as
a result of certain  uncured breaches of representations  and warranties in  the
case  of the Seller (and the Bank)  and certain uncured breaches of covenants in
the case of  the Servicer.  See "The  Certificates--Sale and  Assignment of  the
Receivables" and "--Servicing Procedures." See also "The
Certificates--Termination"   regarding  the  Seller's  option  to  purchase  the
Receivables when the aggregate  principal balance thereof is  5% or less of  the
Original  Pool Balance,  at a  purchase price equal  to the  sum of  the Class A
Principal Balance and  the Class  B Principal  Balance plus  accrued and  unpaid
interest thereon. Accordingly, under certain circumstances it is likely that the
Certificates  will be repaid  before the Final  Scheduled Distribution Date. Any
reinvestment risk (which  will vary  from investor  to investor,  but which  may
include  the risk that principal payments will  have to be reinvested at a lower
yield) resulting from the rate of prepayments in full of the Receivables and the
distribution of such prepayments to Certificateholders will be borne entirely by
the Certificateholders.
 
    If an Obligor pays  more than one  scheduled payment at  a time, the  entire
amount  of the additional payment will be  treated as a principal prepayment and
distributed as part  of the  Principal Collections  in the  month following  the
month  of receipt and the Bank and  Valley National do not generally require the
Obligor to  make  any  scheduled  payment  in  respect  of  such  Receivable  (a
"Paid-Ahead Receivable") for the number of due dates corresponding to the number
of  such additional scheduled  payments (the "Paid-Ahead  Period"). Although the
terms of the retail  installment contract require the  Obligor to make its  next
scheduled  payments, the Obligor's  Receivable is not  considered delinquent for
purposes of  the  Agreement during  the  Paid-Ahead Period  and,  interest  will
continue to accrue on the principal balance of the Receivable, as reduced by the
application  of  the early  payment.  When the  Obligor  pays the  next required
payment, although such payment  may be insufficient to  cover the interest  that
has  accrued since  the last  payment by  the Obligor,  the Obligor's Receivable
would be  considered to  be  current. This  situation  will continue  until  the
installments  are once  again sufficient  to cover  all accrued  interest and to
reduce the  principal balance  of  the Receivable.  Depending on  the  principal
balance  and the APR of the related Receivable and on the number of installments
that were  paid  early, there  may  be extended  periods  of time  during  which
Receivables  that  are  current  are not  amortizing.  During  such  periods, no
distributions in respect  of principal  will be made  to the  Certificateholders
with respect to such Receivables.
 
    Paid-Ahead  Receivables  will  affect  the  weighted  average  life  of  the
Certificates. The distribution of the paid-ahead amount on the Distribution Date
following the Collection Period in which such amount was received will generally
shorten the weighted average life of the Certificates. However, depending on the
length of  time  during which  a  Paid-Ahead  Receivable is  not  amortizing  as
described above, the weighted average life of the Certificates may be extended.
 
    The Bank's and Valley National's portfolio of motor vehicle installment sale
contracts  has historically included contracts which have been paid-ahead by one
or more scheduled monthly payments. There can  be no assurance as to the  number
of  Receivables which  may become  Paid-Ahead Receivables  or the  number or the
principal amount of the scheduled payments which may be paid-ahead.
 
                                       20

                              YIELD CONSIDERATIONS
 
    Interest on the Certificates  will accrue at the  Class A Pass-Through  Rate
and  the Class B Pass-Through Rate with respect to each Collection Period on the
Class A Principal Balance and the Class B Principal Balance, respectively, as of
the Distribution Date occurring in  such Collection Period (after giving  effect
to  any payments made  on such Distribution Date)  or, in the  case of the first
Distribution Date, on the  Original Class A Principal  Balance and the  Original
Class  B Principal Balance, respectively. In the event of a principal prepayment
on a Receivable during a Collection Period, Class A Certificateholders and Class
B Certificateholders will receive their pro rata share of interest for the  full
Collection  Period  with  respect  to  the  unpaid  principal  balance  of  such
Receivable as of  the first day  of such  Collection Period to  the extent  that
amounts  on  deposit in  the  Collection Account  and  in the  Reserve  Fund are
available for such  purpose. If  the Reserve Fund  is exhausted,  the amount  of
interest  distributed to the Class B  Certificateholders and, in certain limited
circumstances, the Class A  Certificateholders may be  less than that  described
above. See "The Certificates-- Distributions on Certificates."
 
    Although  the Receivables have different APRs, each Receivable's APR exceeds
the sum of (a)  the weighted average  of the Class A  Pass-Through Rate and  the
Class   B  Pass-Through  Rate  and  (b)   the  Servicing  Fee  Rate.  Therefore,
disproportionate rates of prepayments between Receivables with higher and  lower
APRs  will generally not affect the yield to Certificateholders. However, higher
rates of prepayments of  Receivables with higher APRs  will decrease the  amount
available  to  cover  delinquencies  and defaults  on  the  Receivables  and may
decrease   the   amount    available   to   the    Reserve   Fund.   See    "The
Certificates--Distributions on Certificates" and "--Reserve Fund."
 
                      POOL FACTORS AND TRADING INFORMATION
 
    The  "Class A  Pool Factor"  and the "Class  B Pool  Factor" will  each be a
seven-digit decimal which the  Servicer will compute  each month indicating  the
remaining Class A Principal Balance and Class B Principal Balance, respectively,
as  of the  close of  business on the  Distribution Date,  as a  fraction of the
respective initial outstanding principal balance of the Class A Certificates and
the Class B Certificates. The  Class A Pool Factor and  the Class B Pool  Factor
will  each be 1.0000000 as  of the Closing Date,  and thereafter will decline to
reflect  reductions  in  the  outstanding  principal  balance  of  the  Class  A
Certificates and the Class B Certificates, respectively.
 
    A Class A Certificateholder's portion of the aggregate outstanding principal
balance  of  the  Class  A  Certificates is  the  product  of  (i)  the original
denomination of  the holder's  Class A  Certificate and  (ii) the  Class A  Pool
Factor.  A  Class B  Certificateholder's  portion of  the  aggregate outstanding
principal balance of the Class B Certificates is the product of (i) the original
denomination of  the holder's  Class B  Certificate and  (ii) the  Class B  Pool
Factor.
 
    Pursuant  to the  Agreement, the  Trustee will  forward Certificateholders a
copy of the Servicer's monthly reports  concerning the payments received on  the
Receivables,  the Pool Balance, the Class A Pool Factor, the Class B Pool Factor
and various other items of information. Certificateholders during each  calendar
year will be furnished information for tax reporting purposes not later than the
latest   date   permitted   by  law.   See   "The   Certificates--Statements  to
Certificateholders."
 
                                USE OF PROCEEDS
 
   
    The Seller will use the  net proceeds from the  sale of the Certificates  to
purchase  the Receivables  from the  Bank and to  make the  initial Reserve Fund
deposit in the amount of $4,585,300.97.
    
 
                                   THE SELLER
 
    The Seller  is a  wholly-owned  subsidiary of  BANC ONE  CORPORATION  ("BANC
ONE"),  an Ohio corporation. The Seller was incorporated in the State of Ohio on
May 7, 1996. The principal  executive offices of the  Seller are located at  100
East  Broad Street, Columbus, Ohio 43271-0158  and its telephone number is (614)
248-5700.
 
                                       21

    The Seller has taken steps in structuring the transactions described  herein
that  are intended to  ensure that the voluntary  or involuntary application for
relief by BANC ONE under the United States Bankruptcy Code or similar applicable
state laws ("Insolvency Laws")  will not result in  consolidation of the  assets
and  liabilities of the Seller  with those of BANC  ONE. These steps include the
creation of the  Seller as  a separate, limited-purpose  subsidiary pursuant  to
articles of incorporation containing certain limitations (including restrictions
on the nature of the Seller's business and a restriction on the Seller's ability
to  commence a voluntary case or proceeding under any Insolvency Law without the
prior unanimous affirmative vote of all of its directors). However, there can be
no assurance that the  activities of the  Seller would not  result in a  court's
concluding  that the assets and liabilities of the Seller should be consolidated
with those of  BANC ONE  in a  proceeding under  any Insolvency  Law. See  "Risk
Factors--Certain Legal Aspects."
 
    In addition, the Trustee, and all Certificateholders will covenant that they
will not at any time institute against the Seller any bankruptcy, reorganization
or other proceeding under any Federal or state bankruptcy or similar law.
 
    The  Seller will warrant to the Trust in  the Agreement that the sale of the
Receivables by the Seller to the Trustee on behalf of the Trust is a valid  sale
of  such Receivables. In  addition, the Seller,  the Trustee and  the Trust will
treat the  conveyance  by  the Seller  of  the  Receivables as  a  sale  of  the
Receivables  by the Seller to the Trustee on  behalf of the Trust and the Seller
will take or  cause to be  taken all actions  that are required  to perfect  the
Trustee's  ownership in such Receivables. If the  Seller were to become a debtor
in a bankruptcy case and  a creditor or trustee in  bankruptcy of the Seller  or
the  Seller itself were to take the position that the sale of Receivables by the
Seller to the Trust should instead be treated as a pledge of the Receivables  to
secure  a borrowing of the Seller, then delays in payments of collections of the
Receivables could occur or (should the court rule in favor of any such  trustee,
debtor  or creditor) reductions in the amount  of such payments could result. If
the transfer of the Receivables  by the Seller to the  Trustee on behalf of  the
Trust  is treated as a pledge instead of a sale, a tax or government lien on the
property of the  Seller arising before  the transfer of  the Receivables to  the
Trustee on behalf of the Trust may have priority over such Trustee's interest in
the  Receivables. If the conveyance by the  Seller of the Receivables is treated
as a sale, the Receivables would not  be part of the Seller's bankruptcy  estate
and would not be available to the Seller's creditors.
 
                        THE SERVICER AND THE SUBSERVICER
 
   
    Bank One, Arizona, NA, a national banking association, is an indirect wholly
owned   subsidiary  of  BANC  ONE  CORPORATION,  a  multi-bank  holding  company
incorporated under  the laws  of  the State  of  Ohio. The  following  unaudited
financial  information  regarding  the  Bank  was  calculated  on  the  basis of
regulatory accounting  principles and  not on  the basis  of generally  accepted
accounting  principles, is based on the  Bank's Consolidated Report of Condition
as of March 31,  1996 (the "Call  Report") and is qualified  in its entirety  by
detailed  information included in  such Call Report.  As of March  31, 1996, the
Bank had  total  assets  of  approximately  $13.8  billion,  total  deposits  of
approximately  $10.9  billion  and  total equity  capital  of  approximately $.9
billion.
    
 
   
    The Servicer will be responsible for servicing the Receivables in accordance
with the terms set forth in the Agreement. The Servicer intends to perform  some
of  its servicing obligations under the  Agreement through the Loan Purchase and
Servicing Agreement with Valley National with respect to the Receivables sold by
Valley National to the Bank then sold by the Bank to the Seller and finally sold
by the Seller to the Trust. As  of the Cutoff Date, approximately 64.94% of  the
Receivables  by aggregate principal balance of  the Receivables as of the Cutoff
Date will be serviced by Valley National.
    
 
   
    The principal executive offices of the Bank are located at 201 North Central
Avenue, Phoenix, AZ 85004, and its telephone number is (602) 221-2900.
    
 
   
    The principal executive offices of Valley National are located at 1600  East
Northern Avenue, Phoenix, AZ 85020, and its telephone number is (602) 221-2900.
    
 
                                       22

                                THE CERTIFICATES
 
    The  Certificates will be issued pursuant to the Agreement, substantially in
the form  filed  as an  exhibit  to the  Registration  Statement of  which  this
Prospectus  forms  a  part. Copies  of  the  Agreement may  be  obtained  by the
Certificateholders  upon  written  request   to  the  Servicer.  The   following
information  summarizes  all material  provisions  of the  Certificates  and the
Agreement. The summary is subject to, and qualified in its entirety by reference
to, the Agreement.
 
GENERAL
 
   
    The Certificates will evidence fractional undivided interests in the  assets
of  the Trust to be created pursuant  to the Agreement. The Class A Certificates
will evidence in  the aggregate an  undivided ownership interest  of 96% of  the
Trust  and the Class B Certificates will  evidence in the aggregate an undivided
ownership interest of 4% of the Trust.
    
 
    The Certificates will be offered for purchase in denominations of $1,000 and
integral  multiples  of  $1,000  thereof  in  book-entry  form.  Each  Class  of
Certificates  will initially be  represented by a  certificate registered in the
name of  Cede, the  nominee of  DTC. No  beneficial owner  of a  Certificate  (a
"Certificate  Owner")  will  be  entitled to  receive  a  definitive certificate
representing such person's interest in the Trust except as set forth below under
"--Definitive Certificates." Unless and until Certificates of a Class are issued
in fully-registered certificated form ("Definitive Certificates") under  certain
limited   circumstances   described  below,   all   references  to   actions  by
Certificateholders shall refer to  actions taken by  DTC upon instructions  from
its Direct Participants (as defined herein) and all references to distributions,
notices,   reports  and   statements  to   Certificateholders  shall   refer  to
distributions, notices, reports and statements to  DTC or Cede, as the case  may
be, for the benefit of the Certificate Owners in accordance with DTC procedures.
See "--Book-Entry Registration" and "--Definitive Certificates."
 
BOOK-ENTRY REGISTRATION
 
    Persons  acquiring beneficial  ownership interests  in the  Certificates may
hold their interests through DTC in the  United States or Cedel or Euroclear  in
Europe.  Each Class of  Certificates will be  registered in the  name of Cede as
nominee for DTC. Cedel and Euroclear will hold omnibus positions with respect to
the Certificates on  behalf of  Cedel Participants  and Euroclear  Participants,
respectively,  through customers' securities accounts in Cedel's and Euroclear's
name  on  the  books  of   their  respective  depositories  (collectively,   the
"Depositories")  which in turn will hold such positions in customers' securities
accounts in  the  Depositories'  names  on the  books  of  DTC.  For  additional
information regarding clearance and settlement procedures see Annex I hereto.
 
    DTC is a limited purpose trust company organized under the laws of the State
of New York, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning  of  the  New York  Uniform  Commercial  Code, and  a  "clearing agency"
registered pursuant to Section 17A of the Exchange Act. DTC was created to  hold
securities  for its participating members ("Participants") and to facilitate the
clearance and settlement of securities transactions between Participants through
electronic book-entry changes in Participants' accounts, thereby eliminating the
need for  physical  movement  of  certificates.  "Direct  Participants"  include
securities   brokers   and  dealers,   banks,   trust  companies   and  clearing
corporations. Indirect access to the DTC system is also available to others such
as banks, brokers, dealers, and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or  indirectly
("Indirect  Participants"). The rules applicable to DTC and its Participants are
on file with the Commission.
 
    Certificate Owners that are not Direct Participants or Indirect Participants
but desire  to purchase,  sell  or otherwise  transfer  ownership of,  or  other
interests  in,  Certificates  may  do so  only  through  Direct  Participants or
Indirect  Participants.  In  addition,  Certificate  Owners  will  receive   all
distributions  of  principal  and  interest  from  the  Trustee  through  Direct
Participants. Under a book-entry format, Certificate Owners may experience  some
delay in their receipt of payments, since such payments will be forwarded by the
Trustee  to Cede,  as nominee  for DTC.  DTC will  forward such  payments to its
Direct Participants, which thereafter will forward them to Indirect Participants
or Certificate Owners. It is anticipated that the only
 
                                       23

"Certificateholder" will be Cede,  as nominee for  DTC. Certificate Owners  will
not  be recognized by the Trustee as Certificateholders, as such term is used in
the Agreement, and  Certificate Owners will  only be permitted  to exercise  the
rights of Certificateholders indirectly through DTC and its Participants.
 
    Transfers  between  Participants will  occur in  accordance with  DTC Rules.
Transfers between Cedel  Participants and Euroclear  Participants will occur  in
accordance with their respective rules and operating procedures.
 
    Because of time zone differences, credits of securities received in Cedel or
Euroclear  as a result of  a transaction with a  Participant will be made during
subsequent securities settlement processing and dated the business day following
the DTC  settlement date,  and any  such  credits or  any transactions  in  such
securities  settled  during such  processing will  be  reported to  the relevant
Euroclear or Cedel Participants on such business day. Cash received in Cedel  or
Euroclear as a result of sales of Certificates by or through a Cedel Participant
or Euroclear Participant to a DTC Participant will be received with value on the
DTC  settlement date but  will be available  in the relevant  Cedel or Euroclear
cash account only as of the business day following settlement in DTC.
 
    Cross-market transfers  between  persons directly  holding  Certificates  or
indirectly  through DTC,  on the  one hand,  and directly  or indirectly through
Cedel Participants or Euroclear Participants, on the other, will be effected  in
DTC   in  accordance  with  DTC  Rules   on  behalf  of  the  relevant  European
international clearing  system by  its  Depository; however,  such  cross-market
transactions  will  require delivery  of instructions  to the  relevant European
international clearing system by the  counterparty in such system in  accordance
with  its rules  and procedures  and within  its established  deadline (European
time).  The  relevant  European  international  clearing  system  will,  if  the
transaction  meets  its  settlement requirements,  deliver  instructions  to its
Depository to take action to effect final settlement on its behalf by delivering
or receiving securities in  DTC, and making or  receiving payment in  accordance
with  normal procedures for  same day funds settlement  applicable to DTC. Cedel
Participants and  Euroclear Participants  may not  deliver instructions  to  the
Depositories.
 
    Under  the rules, regulations and procedures  creating and affecting DTC and
its operations (the "Rules"),  DTC is required to  make book-entry transfers  of
Certificates  among Direct Participants on whose  behalf it acts with respect to
the Certificates and to receive and transmit distributions of principal of,  and
interest  on, the  Certificates. Direct  Participants and  Indirect Participants
with which Certificate  Owners have  accounts with respect  to the  Certificates
similarly  are required  to make book-entry  transfers and  receive and transmit
such payments on  behalf of  their respective  Certificate Owners.  Accordingly,
although  Certificate Owners will not possess  Certificates, the Rules provide a
mechanism by which Certificate Owners will receive payments and will be able  to
transfer their interests.
 
    Because  DTC can only act on behalf  of Direct Participants, who in turn act
on behalf  of  Indirect  Participants  and  certain  banks,  the  ability  of  a
Certificate  Owner to  pledge Certificates  to persons  or entities  that do not
participate in  the  DTC  system, or  to  otherwise  act with  respect  to  such
Certificates,  may be limited due to the lack of a physical certificate for such
Certificates.
 
    Cedel is  incorporated  under  the  laws of  Luxembourg  as  a  professional
depository.  Cedel holds securities for  its participating organizations ("Cedel
Participants") and  facilitates  the  clearance  and  settlement  of  securities
transactions between Cedel Participants through electronic book-entry changes in
accounts  of  Cedel  Participants,  thereby eliminating  the  need  for physical
movement of certificates.  Transactions may  be settled in  Cedel in  any of  28
currencies,  including  United  States  dollars.  Cedel  provides  to  its Cedel
Participants, among  other  things, services  for  safekeeping,  administration,
clearance  and settlement  of internationally  traded securities  and securities
lending and  borrowing.  Cedel  interfaces  with  domestic  markets  in  several
countries.  As a professional depository, Cedel  is subject to regulation by the
Luxembourg Monetary  Institute.  Cedel  Participants  are  recognized  financial
institutions  around the  world, including underwriters,  securities brokers and
dealers,  banks,  trust  companies,  clearing  corporations  and  certain  other
organizations.  Indirect access  to Cedel is  also available to  others, such as
banks, brokers, dealers  and trust companies  that clear through  or maintain  a
custodial relationship with a Cedel Participant, either directly or indirectly.
 
                                       24

    Euroclear  was  created  in 1968  to  hold securities  for  its participants
("Euroclear  Participants")  and  to  clear  and  settle  transactions   between
Euroclear  Participants  through  simultaneous  electronic  book-entry  delivery
against  payment,  thereby  eliminating  the  need  for  physical  movement   of
certificates  and any risk from lack of simultaneous transfers of securities and
cash. Transactions may  be settled  in any  of 32  currencies, including  United
States  dollars. Euroclear includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several  countries
generally  similar  to  the  arrangements for  cross-market  transfers  with DTC
described above. Euroclear is operated by the Brussels, Belgium office of Morgan
Guaranty Trust Company of  New York (the  "Euroclear Operator"), under  contract
with  Euroclear Clearance Systems, S.C.,  a Belgian cooperative corporation (the
"Cooperative"). All operations are conducted by the Euroclear Operator, and  all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with  the Euroclear Operator,  not the Cooperative.  The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks  (including central  banks), securities  brokers and  dealers  and
other  professional financial  intermediaries. Indirect  access to  Euroclear is
also available  to other  firms  that clear  through,  or maintain  a  custodial
relationship with a Euroclear Participant, either directly or indirectly.
 
    The  Euroclear  Operator  is  the  Belgian  branch  of  a  New  York banking
corporation which is a member bank of the Federal Reserve System. As such, it is
regulated and examined by the Board  of Governors of the Federal Reserve  System
and  the  New York  State Banking  Department,  as well  as the  Belgian Banking
Commission.
 
    Securities clearance accounts and cash accounts with the Euroclear  Operator
are  governed by  the Terms  and Conditions Governing  Use of  Euroclear and the
related  Operating  Procedures   of  Euroclear,  and   applicable  Belgian   law
(collectively,  the  "Terms and  Conditions"). The  Terms and  Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from  Euroclear and  receipts of  payments with  respect to  securities  in
Euroclear.  All securities  in Euroclear  are held  on a  fungible basis without
attribution of specific certificates to specific securities clearance  accounts.
The  Euroclear Operator acts  under the Terms  and Conditions only  on behalf of
Euroclear Participants and has no record of or relationship with persons holding
through Euroclear Participants.
 
    Distributions with respect to Certificates  held through Cedel or  Euroclear
will  be  credited  to the  cash  accounts  of Cedel  Participants  or Euroclear
Participants in accordance with the  relevant system's rules and procedures,  to
the extent received by its Depository. Such distributions will be subject to tax
reporting  in accordance with  relevant United States  tax laws and regulations.
Cedel or the Euroclear Operator, as the case may be, will take any other  action
permitted to be taken by a beneficial holder of Certificates under the Agreement
on  behalf of  a Cedel Participant  or Euroclear Participant  only in accordance
with its relevant rules and procedures  and subject to its Depository's  ability
to effect such actions on its behalf through DTC.
 
    DTC  has advised  the Seller that  it will  take any action  permitted to be
taken by a Certificateholder under the Agreement only at the direction of one or
more Direct Participants to whose accounts with DTC the applicable  Certificates
are  credited. DTC may take conflicting  actions with respect to other undivided
interests to  the  extent  that such  actions  are  taken on  behalf  of  Direct
Participants whose holdings include such undivided interests.
 
    Although DTC, Cedel and Euroclear have agreed to the foregoing procedures in
order  to facilitate  transfers of  interests in  the Certificates  among Direct
Participants of  DTC, Cedel  and  Euroclear, they  are  under no  obligation  to
perform  or  continue to  perform  such procedures  and  such procedures  may be
discontinued at any time.
 
    NEITHER THE TRUST, THE  SELLER, THE SERVICER,  THE SUBSERVICER, THE  TRUSTEE
NOR  ANY OF THE UNDERWRITERS  WILL HAVE ANY RESPONSIBILITY  OR OBLIGATION TO ANY
PARTICIPANTS, CEDEL PARTICIPANTS  OR EUROCLEAR PARTICIPANTS  OR THE PERSONS  FOR
WHOM  THEY  ACT AS  NOMINEES WITH  RESPECT TO  (1) THE  ACCURACY OF  ANY RECORDS
MAINTAINED BY DTC, CEDEL, EUROCLEAR OR ANY PARTICIPANT, (2) THE PAYMENT BY  DTC,
CEDEL, EUROCLEAR OR ANY PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN
RESPECT    OF    THE   PRINCIPAL    BALANCE    OF,   OR    INTEREST    ON,   THE
 
                                       25

CERTIFICATES,  (3)  THE  DELIVERY  BY  ANY  PARTICIPANT,  CEDEL  PARTICIPANT  OR
EUROCLEAR PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR
PERMITTED  UNDER THE TERMS OF THE AGREEMENT TO BE GIVEN TO CERTIFICATEHOLDERS OR
(4) ANY OTHER ACTION TAKEN BY DTC OR ITS NOMINEE AS THE CERTIFICATEHOLDER.
 
DEFINITIVE CERTIFICATES
 
    The Certificates  will  be issued  in  fully registered,  certificated  form
("Definitive  Certificates") to  Certificate Owners, rather  than to  DTC or its
nominee, only if (i) the  Seller advises the Trustee in  writing that DTC is  no
longer  willing or able to discharge properly its responsibilities as depository
with respect  to  the  Certificates and  the  Servicer  is unable  to  locate  a
qualified  successor, (ii)  the Seller, at  its option, elects  to terminate the
book-entry system  through DTC  or (iii)  after the  occurrence of  an Event  of
Servicing  Termination,  holders  of  Certificates evidencing  not  less  than a
majority  of  the  aggregate  outstanding  principal  balance  of  the  Class  A
Certificates  and the  Class B  Certificates taken  together as  a single Class,
advise the Trustee and DTC through Direct Participants in writing, and DTC shall
so notify the Trustee, that the continuation of a book-entry system through  DTC
(or a successor thereto) is no longer in the Certificate Owners' best interests.
 
    Upon  the occurrence  of any  event described  in the  immediately preceding
paragraph, the Trustee is required to notify all Certificate Owners, through DTC
and its  Participants,  of the  availability  of Definitive  Certificates.  Upon
surrender  by DTC of  the definitive certificates  representing the Certificates
and receipt by the Trustee of instructions for re-registration, the Trustee will
reissue the Certificates as Definitive Certificates, and thereafter the  Trustee
will recognize the holders of such Definitive Certificates as Certificateholders
under the Agreement ("Holders").
 
    Distributions  of principal of, and interest on, the Definitive Certificates
will be  made  by  the  Trustee  directly to  Holders  in  accordance  with  the
procedures set forth herein and in the Agreement. Distributions of principal and
interest  on each Distribution Date  will be made to  Holders in whose names the
Definitive Certificates  were  registered  at  the  close  of  business  on  the
applicable  Record Date specified for such Certificates. Such distributions will
be made by  check mailed  to the address  of such  Holder as it  appears on  the
register  maintained  by  the  Trustee.  The  final  payment  on  any Definitive
Certificate, however, will be made only upon presentation and surrender of  such
Definitive  Certificate at the office or agency specified in the notice of final
distribution mailed to Certificateholders.
 
    Definitive Certificates will be transferable and exchangeable at the offices
of the Trustee  or of a  registrar named in  a notice delivered  to Holders.  No
service charge will be imposed for any registration of transfer or exchange, but
the  Trustee may require payment  of a sum sufficient to  cover any tax or other
governmental charge imposed in connection therewith.
 
SALE AND ASSIGNMENT OF THE RECEIVABLES
 
   
    On or prior to the Closing Date, Valley National will sell and assign to the
Bank, without recourse, its entire interest in the Receivables sold by it to the
Bank pursuant  to  the Loan  Purchase  and Servicing  Agreement,  including  its
security interests in the related Financed Vehicles and all Collections received
and  to be received with  respect thereto for the period  on or after the Cutoff
Date and the  Bank will sell  and assign  to the Seller,  without recourse,  its
entire  interest  in the  Receivables  and all  Collections  received and  to be
received with respect thereto for the period on or after the Cutoff Date. On the
Closing Date, the Seller  will sell and assign  to the Trust, without  recourse,
its  entire interest in the Receivables, including its security interests in the
related Financed Vehicles, pursuant  to the Agreement.  Each Receivable will  be
identified  in a schedule appearing as an  exhibit to the Agreement. The Trustee
will, concurrently with such sale and assignment and at the written direction of
the Seller, execute, authenticate and deliver the Certificates.
    
 
    In the Agreement, the Seller will represent and warrant to the Trustee  (and
will  have assigned to the Trust such representations and warranties made by the
Bank in the Loan Sale Agreement),  among other things, that (i) the  information
provided  in a schedule to the Agreement is correct in all material respects and
the computer tape supplied to the Trustee describing certain characteristics  of
the Receivables is correct
 
                                       26

in  all  material respects  as  of the  Cutoff Date;  (ii)  the Obligor  on each
Receivable is  required  to  maintain physical  damage  insurance  covering  the
Financed  Vehicle; (iii) at the  Cutoff Date the Seller  has not received notice
that any right of rescission, setoff, counterclaim or defense has been  asserted
or  threatened with respect to any Receivable;  (iv) at the Closing Date each of
the Receivables  is  secured by  a  validly perfected  first  priority  security
interest in the Financed Vehicle in favor of the Bank or Valley National, as the
case  may be or appropriate  action has been taken to  obtain the same; (v) each
Receivable, at the time  it was originated, complied  and, at the Closing  Date,
complies  in  all  material respects  with  applicable Federal  and  state laws,
including, without limitation, consumer credit,  truth in lending, equal  credit
opportunity  and disclosure laws; and (vi) the Seller has not received notice of
any liens or claims, including liens for work, labor, materials or unpaid  state
or  federal  taxes  relating  to  any  Financed  Vehicle  securing  the  related
Receivable that are  or may be  prior to or  equal to the  lien granted by  such
Receivable.  Pursuant to the Agreement, the  Seller, the Servicer or the Trustee
must promptly advise the others in writing  upon a discovery of a breach of  any
of  the Seller's representations and warranties with respect to the Receivables.
Unless any  such breach  shall have  been  cured within  60 days  following  the
discovery  of such breach  by the Trustee  or receipt by  the Trustee of written
notice from  the  Seller  or  the  Servicer of  such  breach,  the  Seller  will
repurchase  (or cause the Bank  to repurchase) any Receivable  from the Trust in
which the  interests  of the  Certificateholders  are materially  and  adversely
affected  by such breach as of  the first day succeeding the  end of such 60 day
period that is the last day of a Collection Period (or, at the Seller's  option,
the  last day of the first Collection Period following the discovery) at a price
equal to the unpaid principal balance owed by the Obligor plus interest  thereon
at  the respective APR to the last day of the month of repurchase (the "Purchase
Amount"). The repurchase obligation will constitute the sole remedy available to
the Trustee or the Certificateholders for any such uncured breach.
 
    The Loan Sale Agreement will contain similar representations, warranties and
obligations pursuant to  which the Bank  will be obligated  to take the  actions
required  of the Seller as described above. The Trustee will have the ability to
enforce such obligations directly against the Bank in the event that the  Seller
fails to do so.
 
    To  assure  uniform  quality  in servicing  the  Receivables  and  to reduce
administrative costs, the Trustee will appoint the Servicer as custodian of  the
Receivables.
 
    The  Servicer, in its  capacity as custodian, will  hold the Receivables and
all electronic  entries, documents,  instruments and  writings relating  thereto
(each,  a "Receivable  File"), either  directly or  through the  Subservicer, on
behalf of the  Trustee for  the benefit of  Certificateholders. The  Receivables
will  not be stamped or  otherwise marked to reflect  the sale and assignment of
the Receivables to the Trust and  will not be segregated from other  receivables
held  by the Servicer or  the Subservicer. The Seller  will cause the accounting
records and  computer systems  used by  the Seller  as a  master record  of  the
Receivables  conveyed by it  to the Trust to  be marked to  reflect the sale and
assignment of  the  Receivables  to  the Trust,  and  will  file  UCC  financing
statements  reflecting  such sale  and assignment,  the  sale and  assignment of
Receivables from Valley National to the Bank and the sale and assignment of  the
Receivables   from  the  Bank  to   the  Seller  with  appropriate  governmental
authorities. The Obligors under the Receivables will not be notified of the sale
and assignment of the Receivables to the Trust. See "Formation of the Trust" and
"Certain Legal Aspects of the Receivables."
 
ACCOUNTS
 
   
    The Trustee will establish one or more segregated accounts (the  "Collection
Account"),  in  the  name  of  the  Trustee  on  behalf  of  the  Trust  and the
Certificateholders, into  which all  payments made  on or  with respect  to  the
Receivables  will be  deposited. The  Trustee will  also establish  a segregated
account (the "Class  A Distribution  Account"), in the  name of  the Trustee  on
behalf of the Trust and the Class A Certificateholders, and a segregated account
(the  "Class B Distribution Account"),  in the name of  the Trustee on behalf of
the Trust and the Class B Certificateholders, from which all distributions  with
respect  to the Class A Certificates and the Class B Certificates, respectively,
will be  made. The  Servicer will  establish the  Reserve Fund  as a  segregated
account  with  Bankers  Trust Company,  as  collateral  agent on  behalf  of the
Certificateholders (the "Collateral Agent"). The Collection Account, the Class A
Distribution Account, the
    
 
                                       27

Class B Distribution Account and the  Reserve Fund are collectively referred  to
as  the "Accounts." The Reserve  Fund will be maintained  for the benefit of the
Certificateholders, but will not be an asset of the Trust.
 
   
    The Accounts  will be  maintained as  Eligible Deposit  Accounts.  "Eligible
Deposit  Account"  means  either  (a)  a  segregated  account  with  an Eligible
Institution  or  (b)  a  segregated  trust  account  with  the  corporate  trust
department  of a depository institution (other  than the Seller or any affiliate
of the Seller) organized under the laws  of the United States of America or  any
one of the states thereof or the District of Columbia (or any domestic branch of
a  foreign bank), having corporate trust powers  and acting as trustee for funds
deposited in such account, so long as  any of the securities of such  depository
institution  have a credit rating from each  Rating Agency in one of its generic
rating  categories  which  signifies   investment  grade  (an  "Eligible   Trust
Company"). "Eligible Institution" means a depository institution (other than the
Seller  or any affiliate of  the Seller) organized under  the laws of the United
States of America or any one of  the states thereof or the District of  Columbia
(or  any domestic branch of a foreign bank) (i) which has either (A) a long-term
senior unsecured  debt  rating  acceptable  to the  Rating  Agencies  or  (B)  a
short-term  senior  unsecured  debt  rating  or  certificate  of  deposit rating
acceptable to the  Rating Agencies and  (ii) whose deposits  are insured by  the
FDIC.  The Accounts will  be established initially with  the trust department of
the Trustee or, in the case of  the Reserve Fund, with the Collateral Agent.  In
the event that the Trustee ceases to be an Eligible Institution, the Trustee or,
in  the  case of  the  Reserve Fund,  the  Collateral Agent  shall  transfer the
Accounts to an Eligible Institution or Eligible Trust Company.
    
 
   
    Funds in  the Accounts  will be  invested as  provided in  the Agreement  in
Eligible  Investments at the  direction of the  Servicer. "Eligible Investments"
are generally limited to investments acceptable to the Rating Agencies as  being
consistent  with  the  ratings  of the  Certificates.  Eligible  Investments may
include securities or other obligations issued by the Bank or its affiliates  or
trusts  originated  by  the Bank  or  its affiliates.  Eligible  Investments are
limited to obligations or securities that mature not later than the Business Day
before the date  on which the  funds invested in  such Eligible Investments  are
required  to be  withdrawn from  the Accounts. Any  earnings (net  of losses and
investment expenses)  on amounts  on deposit  in the  Accounts (other  than  the
Reserve  Fund)  will  be paid  to  the Servicer  and  will not  be  available to
Certificateholders.
    
 
SERVICING PROCEDURES
 
   
    The Servicer will make reasonable efforts  to collect all payments due  with
respect  to the Receivables and, in a manner consistent with the Agreement, will
continue such collection  procedures as  it follows with  respect to  automotive
retail  installment  sale  contracts  it services.  Consistent  with  its normal
procedures, the Servicer may, in its  discretion, arrange with the Obligor on  a
Receivable  to  extend  or  modify  the  payment  schedule,  subject  to certain
limitations contained in the Agreement. Pursuant to the Agreement, the  Servicer
or  the  Trustee shall  inform  the other  party  in writing  promptly  upon the
discovery of the breach by the Servicer of certain covenants made by it. If  the
Servicer  fails to cure the breaches with respect to a Receivable within 60 days
following the discovery of the breach or the receipt by the Trustee of notice of
such breach, the Servicer  is required to purchase  for the Purchase Amount  any
Receivable  in which the interests of  the Certificateholders are materially and
adversely affected by the breach as of the first day succeeding the end of  such
60 day period that is the last day of a Collection Period (or, at the Servicer's
option, the last day of the first Collection Period following the discovery).
    
 
   
    Pursuant  to the Agreement, the Bank, as Servicer, has the right to delegate
any of its responsibilities and obligations as Servicer to any of its affiliates
and to certain third-party service providers  that agree to conduct such  duties
in  accordance with the Agreement.  No such delegation will  relieve the Bank of
any of its obligations as Servicer under the Agreement and the Servicer shall be
responsible for such  functions as if  it alone were  performing such  functions
with  respect to  the Receivables. Pursuant  to the Loan  Purchase and Servicing
Agreement, the  Bank  has  delegated its  responsibilities  and  obligations  as
Servicer  to Valley National,  with respect to  all of the  Receivables that the
Bank has acquired from Valley National and conveyed to the Seller.
    
 
                                       28

PAYMENTS ON RECEIVABLES
 
   
    The Servicer will deposit all  payments, other than any nonsufficient  funds
charges  and  other  administrative fees  and  similar charges  retained  by the
Servicer as part of its compensation, on Receivables (from whatever source)  and
all  proceeds of  Receivables collected during  each Collection  Period into the
Collection Account within two Business Days of receipt thereof. For purposes  of
the  Agreement, the Servicer  will be deemed  to have received  any amounts with
respect to the Receivables that are  received by the Subservicer, regardless  of
whether such amounts are received by the Subservicer. However, in the event that
the  Servicer satisfies certain requirements for monthly remittances and neither
of the Rating  Agencies, after  10 days prior  notice, shall  have notified  the
Seller,  the Servicer  or the  Trustee in writing  that monthly  deposits by the
Servicer in  and of  itself will  result in  a reduction  or withdrawal  of  the
then-current  ratings  of the  Certificates, then  so  long as  the Bank  is the
Servicer and provided that  (i) there exists no  Event of Servicing  Termination
(as described below) and (ii) each other condition to making monthly deposits as
may  be specified by the Rating Agencies  is satisfied, the Servicer will not be
required to deposit such amounts into the Collection Account until on or  before
the  Business Day  preceding the Distribution  Date. It is  anticipated that the
Bank, as Servicer, will satisfy such  requirements on the Closing Date. In  such
event,  the  Servicer  will  also  deposit  the  aggregate  Purchase  Amount  of
Receivables repurchased by the Seller (or the Bank) or purchased by the Servicer
into the  Collection  Account  on  or before  the  Business  Day  preceding  the
Distribution  Date. Pending deposit into the Collection Account, Collections may
be invested by the Servicer  at its own risk and  for its own benefit, and  will
not be segregated from funds of the Servicer.
    
 
SERVICING COMPENSATION
 
   
    The  Servicer will be entitled to receive  on each Distribution Date, out of
interest collected on or  in respect of the  Receivables, the Servicing Fee  for
the  related Collection Period equal to one-twelfth of the product of 1.00% (the
"Servicing Fee  Rate")  and  the Pool  Balance  as  of the  first  day  of  such
Collection  Period. The Servicing Fee  will be calculated and  paid based upon a
360-day year consisting of twelve 30-day months. The Servicing Fee will be  paid
out  of Interest  Collections from  the Receivables,  prior to  distributions to
Certificateholders.
    
 
    The Servicer will also  collect and retain  any nonsufficient funds  charges
and  other administrative fees or similar charges allowed by applicable law with
respect to the Receivables, and will be entitled to reimbursement from the Trust
for certain expenses. Payments by or on behalf of Obligors will be allocated  to
scheduled  payments  and late  fees  and other  charges  in accordance  with the
Servicer's normal practices and  procedures. In addition,  the Servicer will  be
entitled  to any earnings (net of losses  and investment expenses) on amounts on
deposit in the Accounts (other than the Reserve Fund).
 
    The Servicing Fee will compensate the Servicer for performing the  functions
of  a  third party  servicer of  automotive  receivables as  an agent  for their
beneficial owner, including collecting and  posting all payments, responding  to
inquiries  of Obligors on the  Receivables, investigating delinquencies, sending
payment coupons  to  Obligors,  paying  costs of  disposition  of  defaults  and
policing the collateral. The Servicing Fee also will compensate the Servicer for
administering the Receivables, accounting for Collections and furnishing monthly
and  annual  statements  to  the  Trustee  with  respect  to  distributions  and
generating Federal income tax information. The Servicing Fee also will reimburse
the Servicer  for certain  taxes, accounting  fees, outside  auditor fees,  data
processing  costs and other costs incurred  in connection with administering the
Receivables. The  Servicer will,  and the  Trust will  not, be  responsible  for
paying any compensation to the Subservicer.
 
DISTRIBUTIONS ON CERTIFICATES
 
    DEPOSITS TO COLLECTION ACCOUNT.  On the later of the eighth Business Day and
the eleventh calendar day of each month in which a Distribution Date occurs (the
"Determination  Date"),  the  Servicer  will provide  the  Trustee  with certain
information with  respect  to the  preceding  Collection Period,  including  the
amount  of aggregate  Collections on  the Receivables,  the aggregate  amount of
Liquidated Receivables and the  aggregate Purchase Amount  of Receivables to  be
repurchased by the Seller or to be purchased by the Servicer.
 
                                       29

    No  later  than  the  Business Day  preceding  each  Distribution  Date, the
Servicer will cause Collections to be deposited into the Collection Account. See
"--Payments on Receivables." "Collections" for any Distribution Date will  equal
the  sum  of  Interest Collections  and  Principal Collections  for  the related
Distribution Date.
 
    "Interest Collections" for any Distribution Date  will equal the sum of  the
following  amounts with  respect to  the preceding  Collection Period:  (i) that
portion of all collections on the  Receivables allocable to interest in  respect
of  such Collection Period; (ii) all proceeds  (other than any proceeds from any
Dealer  reserve)  of  the  liquidation  of  defaulted  Receivables  ("Liquidated
Receivables"),  net of expenses incurred by the Servicer in connection with such
liquidation and any amounts  required by law  to be remitted  to the Obligor  on
such Liquidated Receivables ("Liquidation Proceeds"), to the extent attributable
to  interest  due  thereon,  which  became  Liquidated  Receivables  during such
Collection  Period  in  accordance  with  the  Servicer's  customary   servicing
procedures,  to the extent not included in  clause (i) above; (iii) the Purchase
Amount of each Receivable that  was repurchased by the  Seller (or the Bank)  or
purchased  by  the  Servicer  during  such  Collection  Period,  to  the  extent
attributable to accrued interest  thereon; and (iv)  all monies collected,  from
whatever source (other than any proceeds from any Dealer reserve), in respect of
Liquidated  Receivables during  any Collection  Period following  the Collection
Period in which such Receivable was written  off, net of the sum of any  amounts
expended by the Servicer for the account of the Obligor and any amounts required
by  law to  be remitted  to the Obligor  ("Recoveries"), to  the extent received
during such Collection Period.
 
    "Principal Collections" for any Distribution Date will equal the sum of  the
following  amounts with  respect to  the preceding  Collection Period:  (i) that
portion of all collections on the Receivables allocable to principal in  respect
of  such Collection  Period; (ii) all  Liquidation Proceeds  attributable to the
principal amount of Receivables which became Liquidated Receivables during  such
Collection   Period  in  accordance  with  the  Servicer's  customary  servicing
procedures, to the extent not included  in clause (i) above; (iii) the  Purchase
Amount  of each Receivable repurchased by the  Seller (or the Bank) or purchased
by the Servicer  during such  Collection Period  to the  extent attributable  to
principal;  and  (iv)  partial prepayments  on  Receivables in  respect  of such
Collection Period relating to refunds of extended warranty contract costs or  of
credit  life or disability insurance policy premiums,  but only if such costs or
premiums were financed  by the  respective Obligor and  only to  the extent  not
included in clause (i) above.
 
    Interest  Collections  and Principal  Collections  on any  Distribution Date
shall exclude all payments and proceeds (including Liquidation Proceeds) of  any
Receivables  the Purchase Amount of which has  been included in Collections in a
prior Collection Period.
 
    DEPOSITS TO  THE DISTRIBUTION  ACCOUNTS.   On  each Distribution  Date,  the
Servicer  shall  instruct  the  Trustee  to  make  the  following  deposits  and
distributions, to  the extent  of  Interest Collections  (and,  in the  case  of
shortfalls   occurring  under  clause  (ii)  below   in  the  Class  A  Interest
Distribution, the Class B Percentage of  Principal Collections to the extent  of
such shortfalls):
 
        (i)  to the  Servicer, the Servicing  Fee and all  unpaid Servicing Fees
    from prior Collection Periods (to the extent not retained by the Servicer as
    described under "-Net Deposits" below);
 
        (ii) to  the Class  A  Distribution Account,  after the  application  of
    clause (i), the Class A Interest Distribution; and
 
       (iii)  to  the Class  B Distribution  Account,  after the  application of
    clauses (i) and (ii), the Class B Interest Distribution.
 
    On each Distribution Date, the Servicer  shall instruct the Trustee to  make
the following deposits and distributions, to the extent of Principal Collections
and  Interest Collections remaining  after the application  of clauses (i), (ii)
and (iii) above:
 
        (iv) to  the  Class  A  Distribution  Account,  the  Class  A  Principal
    Distribution;
 
        (v) to the Class B Distribution Account, after the application of clause
    (iv), the Class B Principal Distribution; and
 
                                       30

        (vi) to the Reserve Fund, any amounts remaining after the application of
    clauses (i) through (v).
 
    To  the extent necessary  to satisfy the  distributions described above, the
Servicer shall  instruct the  Trustee  to withdraw  from  the Reserve  Fund  and
deposit  in the Class A Distribution Account or the Class B Distribution Account
as described below in the following order of priority on each Distribution Date:
 
        (i) an amount equal to the  excess of the Class A Interest  Distribution
    over the sum of Interest Collections and the Class B Percentage of Principal
    Collections will be deposited into the Class A Distribution Account;
 
        (ii)  an amount equal to the excess of the Class B Interest Distribution
    over the portion of Interest Collections remaining after the distribution of
    the Class  A  Interest Distribution  will  be  deposited into  the  Class  B
    Distribution Account;
 
       (iii) an amount equal to the excess of the Class A Principal Distribution
    over the portion of Principal Collections and Interest Collections remaining
    after  the distribution of the Class A Interest Distribution and the Class B
    Interest Distribution  will  be  deposited into  the  Class  A  Distribution
    Account; and
 
        (iv) an amount equal to the excess of the Class B Principal Distribution
    over the portion of Principal Collections and Interest Collections remaining
    after  the distribution  of the Class  A Interest Distribution,  the Class B
    Interest Distribution  and  the  Class  A  Principal  Distribution  will  be
    deposited into the Class B Distribution Account.
 
    On   each  Distribution  Date,  all  amounts  on  deposit  in  the  Class  A
Distribution Account will be distributed  to the Class A Certificateholders  and
all  amounts on deposit in the Class  B Distribution Account will be distributed
to the Class B Certificateholders.
 
    "Class  A  Interest  Carryover  Shortfall"   means,  with  respect  to   any
Distribution  Date, the  excess of  Class A  Monthly Interest  for the preceding
Distribution Date and any  outstanding Class A  Interest Carryover Shortfall  on
such preceding Distribution Date, over the amount in respect of interest that is
actually  deposited  in  the  Class A  Distribution  Account  on  such preceding
Distribution Date,  plus 30  days of  interest  on such  excess, to  the  extent
permitted by law, at the Class A Pass-Through Rate.
 
    "Class  A  Interest Distribution"  means, with  respect to  any Distribution
Date, the sum of  Class A Monthly  Interest for such  Distribution Date and  the
Class A Interest Carryover Shortfall for such Distribution Date.
 
    "Class  A Monthly  Interest" means, with  respect to  any Distribution Date,
one-twelfth (or, in  the case  of the first  Distribution Date  a fraction,  the
numerator  of which is equal to      and the denominator of which is 360) of the
product of the Class A Pass-Through Rate and the Class A Principal Balance as of
the Distribution Date occurring in the preceding Collection Period (after giving
effect to any payments made  on such Distribution Date) or,  in the case of  the
first Distribution Date, the Original Class A Principal Balance.
 
    "Class  A Monthly Principal"  means, with respect  to any Distribution Date,
the Class A Percentage of Principal Collections for such Distribution Date  plus
the  Class A  Percentage of  Realized Losses  with respect  to Receivables which
became Liquidated Receivables during the related Collection Period.
 
    "Class A Principal Balance" equals  the Original Class A Principal  Balance,
as  reduced by all  amounts allocable to  principal on the  Class A Certificates
previously distributed to Class A Certificateholders.
 
    "Class  A  Principal  Carryover  Shortfall"  means,  with  respect  to   any
Distribution  Date, the  excess of Class  A Monthly Principal  for the preceding
Distribution Date and any outstanding  Class A Principal Carryover Shortfall  on
such preceding Distribution Date over the amount in respect of principal that is
actually  deposited  in  the  Class A  Distribution  Account  on  such preceding
Distribution Date.
 
                                       31

    "Class  A Principal  Distribution" means,  with respect  to any Distribution
Date, the sum of Class  A Monthly Principal for  such Distribution Date and  the
Class  A  Principal Carryover  Shortfall for  such Distribution  Date; provided,
however, that the Class  A Principal Distribution shall  not exceed the Class  A
Principal  Balance immediately prior to such  Distribution Date. In addition, on
the Final Scheduled Distribution Date, the principal required to be deposited in
the Class A Distribution  Account will include the  lesser of (a) any  principal
due  and  remaining unpaid  on  each Receivable  in the  Trust  as of  the Final
Scheduled Maturity  Date  or  (b) the  portion  of  the amount  required  to  be
deposited  under clause (a) above that is  necessary (after giving effect to the
other amounts  to be  deposited in  the  Class A  Distribution Account  on  such
Distribution  Date and allocable  to principal) to reduce  the Class A Principal
Balance to zero.
 
    "Class  B  Interest  Carryover  Shortfall"   means,  with  respect  to   any
Distribution  Date, the  excess of  Class B  Monthly Interest  for the preceding
Distribution Date and any  outstanding Class B  Interest Carryover Shortfall  on
such preceding Distribution Date, over the amount in respect of interest that is
actually  deposited  in  the  Class B  Distribution  Account  on  such preceding
Distribution Date,  plus 30  days of  interest  on such  excess, to  the  extent
permitted by law, at the Class B Pass-Through Rate.
 
    "Class  B  Interest Distribution"  means, with  respect to  any Distribution
Date, the sum of  Class B Monthly  Interest for such  Distribution Date and  the
Class B Interest Carryover Shortfall for such Distribution Date.
 
    "Class  B Monthly  Interest" means, with  respect to  any Distribution Date,
one-twelfth (or, in  the case  of the first  Distribution Date  a fraction,  the
numerator of which is equal to       and the denominator of which is 360) of the
product of the Class B Pass-Through Rate and the Class B Principal Balance as of
the Distribution Date occurring in the preceding Collection Period (after giving
effect  to any payments made  on such Distribution Date) or,  in the case of the
first Distribution Date, the Original Class B Principal Balance.
 
    "Class B Monthly Principal"  means, with respect  to any Distribution  Date,
the  Class B Percentage of Principal Collections for such Distribution Date plus
the Class B  Percentage of  Realized Losses  with respect  to Receivables  which
became Liquidated Receivables during the related Collection Period.
 
    "Class  B Principal Balance" equals the  Original Class B Principal Balance,
as reduced by  all amounts allocable  to principal on  the Class B  Certificates
previously distributed to Class B Certificateholders.
 
    "Class   B  Principal  Carryover  Shortfall"  means,  with  respect  to  any
Distribution Date, the  excess of Class  B Monthly Principal  for the  preceding
Distribution  Date and any outstanding Class  B Principal Carryover Shortfall on
such preceding Distribution Date over the amount in respect of principal that is
actually deposited  in  the  Class  B Distribution  Account  on  such  preceding
Distribution Date.
 
    "Class  B Principal  Distribution" means,  with respect  to any Distribution
Date, the sum of Class  B Monthly Principal for  such Distribution Date and  the
Class  B  Principal Carryover  Shortfall for  such Distribution  Date; PROVIDED,
HOWEVER, that the Class  B Principal Distribution shall  not exceed the Class  B
Principal  Balance immediately prior to such  Distribution Date. In addition, on
the Final Scheduled Distribution Date, the principal required to be  distributed
to  Class B Certificateholders will include the  lesser of (a) any principal due
and remaining unpaid on each Receivable in  the Trust as of the Final  Scheduled
Maturity  Date or (b) the  portion of the amount  required to be deposited under
clause (a) above that is necessary (after giving effect to the other amounts  to
be  deposited in the Class B Distribution  Account on such Distribution Date and
allocable to principal) to reduce the Class B Principal Balance to zero, and, in
the case of clauses  (a) and (b), remaining  after any required distribution  of
the amount described in clause (a) to the Class A Distribution Account.
 
    "Realized Losses" means, for any period, the excess of the principal balance
of  any Liquidated Receivable over Liquidation  Proceeds to the extent allocable
to principal.
 
                                       32

SUBORDINATION OF THE CLASS B CERTIFICATES
 
    The rights of the Class  B Certificateholders to receive distributions  with
respect  to the Receivables  will be subordinated  to the rights  of the Class A
Certificateholders to the extent described below. This subordination is intended
to enhance the likelihood of timely receipt by Class A Certificateholders of the
full amount of interest and principal required to be paid to them, and to afford
such Class A Certificateholders limited protection against losses in respect  of
the Receivables.
 
    No  interest distribution will be made  to the Class B Certificateholders on
any Distribution Date in respect of  interest until the full amount of  interest
on  the  Class  A  Certificates  payable  on  such  Distribution  Date  has been
distributed to the Class A Certificateholders. No principal distribution will be
made to the Class  B Certificateholders on any  Distribution Date in respect  of
principal  until the  full amount of  interest on  and principal of  the Class A
Certificates  and  interest  on  the  Class  B  Certificates  payable  on   such
Distribution Date has been distributed to the Class A Certificateholders and the
Class B Certificateholders, respectively. Distributions of interest on the Class
B  Certificates, however, to the  extent of collections on  or in respect of the
Receivables allocable to interest  and certain available  amounts on deposit  in
the  Reserve Fund, will not  be subordinated to the  payment of principal of the
Class A Certificates.
 
RESERVE FUND
 
    In the event of delinquencies or  losses on the Receivables, the  protection
afforded  to  the  Class  A  Certificateholders will  be  effected  both  by the
preferential  right  of  the  Class  A  Certificateholders  to  receive  current
distributions  with respect  to the Receivables,  to the  extent described above
under "--Subordination of the Class  B Certificates," prior to any  distribution
being  made on  a Distribution  Date to the  Class B  Certificateholders, and to
receive amounts  on deposit  in the  Reserve  Fund. Amounts  on deposit  in  the
Reserve  Fund will also  be generally available to  cover shortfalls in required
distributions to the Class B  Certificateholders, in respect of interest,  after
payment  of interest on the  Class A Certificates and,  in respect of principal,
after payment  of interest  on and  principal of  the Class  A Certificates  and
interest  on the Class B Certificates. The Reserve Fund will not be a part of or
otherwise includible in the Trust and will be a segregated trust account held by
the Collateral Agent for the benefit of the Certificateholders.
 
   
    The Reserve Fund will be  created with an initial  deposit by the Seller  on
the  Closing Date of an amount equal to  1.50% of the Original Pool Balance, and
will be augmented on  each Distribution Date by  deposit therein of  Collections
remaining  after distribution  of the  Servicing Fee and  amounts to  be paid to
Class A Certificateholders  and Class  B Certificateholders  as described  above
under  "--Distributions on Certificates." Amounts on deposit in the Reserve Fund
will be released to the Seller on each Distribution Date to the extent that  the
amount  on deposit  in the Reserve  Fund exceeds the  Specified Reserve Balance.
Upon any such release to  the Seller of amounts  from the Reserve Fund,  neither
the  Class A Certificateholders nor the Class B Certificateholders will have any
further rights in, or claims to, such amounts.
    
 
   
    "Specified Reserve Balance" with respect to any Distribution Date means  the
greater  of (a) 3.25%  of the sum of  the Class A Principal  Balance and Class B
Principal Balance  on  such  Distribution  Date  (after  giving  effect  to  all
distributions  with respect to the Certificates  to be made on such Distribution
Date), except  that,  if  on  any  Distribution Date  (x)  the  average  of  the
Charge-off Rates for the three preceding Collection Periods exceeds 1.75% or (y)
the  average of the  Delinquency Percentages for  the three preceding Collection
Periods exceeds 1.75%,  then the Specified  Reserve Balance shall  be an  amount
equal  to the greater of 8.00%  of the sum of the  Class A Principal Balance and
the Class B Principal Balance on such Distribution Date (after giving effect  to
all  distributions  with  respect  to  the  Certificates  to  be  made  on  such
Distribution Date) and the amount specified in clause (b) below or (b) 1.00%  of
the sum of the Original Class A Principal Balance and Original Class B Principal
Balance.  In no circumstances will the Seller be required to deposit any amounts
in the Reserve Fund other  than the initial Reserve Fund  deposit to be made  on
the Closing Date.
    
 
   
    The  "Charge-off Rate"  with respect to  a Collection Period  will equal the
Aggregate Net Losses with respect to the Receivables expressed, on an annualized
basis, as a percentage of the average of (x) the Pool Balance on the last day of
the immediately preceding Collection Period and (y) the Pool Balance on the last
day in such  Collection Period.  The "Aggregate Net  Losses" with  respect to  a
Collection Period will equal the
    
 
                                       33

   
aggregate  principal  balance of  all Receivables  newly designated  during such
Collection Period as Liquidated Receivables minus Liquidation Proceeds collected
during such Collection Period with respect to all Liquidated Receivables and any
Recoveries collected during such Collection Period. The "Delinquency Percentage"
with respect to a Collection Period will equal the ratio of (a) the  outstanding
principal  balance of the  Receivables 60 days or  more delinquent (which amount
shall include  Receivables  in  respect  of Financed  Vehicles  that  have  been
repossessed but not yet sold or otherwise liquidated) as of the last day of such
Collection   Period,  determined  in  accordance   with  the  Servicer's  normal
practices, divided by (b) the  outstanding principal balance of all  Receivables
on the last day of such Collection Period.
    
 
    Amounts  held from time to time in the Reserve Fund will continue to be held
for the  benefit of  the  Certificateholders and  may  be invested  in  Eligible
Investments.  Any loss on such  investment will be charged  to the Reserve Fund.
Any investment earnings (net of losses) will be paid to the Seller.
 
    The time necessary for the Reserve Fund to reach and maintain the  Specified
Reserve  Balance at any time after the date of issuance of the Certificates will
be affected  by the  delinquency, credit  loss and  repossession and  prepayment
experience of the Receivables and, therefore, cannot be accurately predicted.
 
    If on any Distribution Date the protection afforded the Class A Certificates
by  the Class B Certificates  and by the Reserve Fund  is exhausted, the Class A
Certificateholders will directly bear the risks associated with ownership of the
Receivables. If on any Distribution Date amounts on deposit in the Reserve  Fund
have  been depleted,  the protection  afforded the  Class B  Certificates by the
Reserve Fund will be exhausted and the Class B Certificateholders will  directly
bear the risks associated with ownership of the Receivables.
 
    None  of  the Class  B Certificateholders,  the  Trustee, the  Servicer, the
Subservicer or  the Seller  will  be required  to  refund any  amounts  properly
distributed  or paid to them,  whether or not there  are sufficient funds on any
subsequent  Distribution  Date  to  make  full  distributions  to  the  Class  A
Certificateholders.
 
NET DEPOSITS
 
    As  an administrative convenience, unless the  Servicer is required to remit
Collections within two Business  Days of receipt thereof,  the Servicer will  be
permitted  to make the deposit  of Collections and Purchase  Amounts for or with
respect to the Collection Period net of distributions to be made to the Servicer
with respect to the  Collection Period. The Servicer,  however, will account  to
the  Trustee and  the Certificateholders as  if all  deposits, distributions and
transfers were made individually.
 
STATEMENTS TO CERTIFICATEHOLDERS
 
    On each Distribution Date, the  Trustee will include with each  distribution
to  each Class A Certificateholder and Class B Certificateholder as of the close
of business on the related Record Date  (which shall be Cede as the nominee  for
DTC  unless Definitive Certificates  are issued under  the limited circumstances
described herein) a statement prepared  by the Servicer (the "Distribution  Date
Statement"),  setting forth with respect to the related Collection Period, among
other things, the following information:
 
        (i) the amount of the distribution allocable to principal of the Class A
    Certificates and the Class B Certificates;
 
        (ii) the amount of the distribution allocable to interest on the Class A
    Certificates and the Class B Certificates;
 
       (iii) the Pool Balance  as of the  close of business on  the last day  of
    such Collection Period;
 
        (iv)  the amount of the Servicing Fee  paid to the Servicer with respect
    to such Collection Period and the Class A Percentage and Class B  Percentage
    of  the Servicing Fee paid  to the Servicer with  respect to such Collection
    Period;
 
        (v) the amount  of any  Class A  Interest Carryover  Shortfall, Class  A
    Principal  Carryover  Shortfall, Class  B  Interest Carryover  Shortfall and
    Class B Principal Carryover Shortfall  on the Distribution Date  immediately
    following  such Collection Period and the  change in such amounts from those
    with respect to the immediately preceding Distribution Date;
 
                                       34

        (vi) the Class  A Pool Factor  and the Class  B Pool Factor  as of  such
    Distribution  Date, after giving  effect to payments  allocated to principal
    reported under clause (i) above;
 
       (vii) the  amount of  the aggregate  Realized Losses,  if any,  for  such
    Collection Period;
 
      (viii)  the aggregate principal balance of all Receivables which were more
    than 60 days delinquent as of the close of business on the last day of  such
    Collection Period;
 
        (ix)  the amount  on deposit  in the  Reserve Fund  on such Distribution
    Date, after giving effect to distributions made on such Distribution Date;
 
        (x) the Class A Principal Balance  and the Class B Principal Balance  as
    of  such Distribution  Date, after  giving effect  to payments  allocated to
    principal reported under clause (i) above;
 
        (xi)   the   amount   otherwise    distributable   to   the   Class    B
    Certificateholders    that   is   being   distributed   to   the   Class   A
    Certificateholders on such Distribution Date; and
 
       (xii) the aggregate  Purchase Amount  of Receivables  repurchased by  the
    Seller or purchased by the Servicer with respect to such Collection Period.
 
    Each  amount set  forth pursuant  to clauses (i),  (ii), (iv)  and (v) above
shall be  expressed in  the  aggregate and  as a  dollar  amount per  $1,000  of
original  denomination  of  a  Certificate. Copies  of  such  statements  may be
obtained by Certificateholders by a request in writing addressed to the Trustee.
In addition, within  the prescribed period  of time for  tax reporting  purposes
after  the  end of  each calendar  year during  the term  of the  Agreement, the
Trustee will mail to each person who at any time during such calendar year shall
have been a  Certificateholder a  statement containing  the sum  of the  amounts
described  in clauses  (i), (ii), (iv)  and (v)  above for the  purposes of such
Certificateholder's preparation  of federal  income  tax returns.  See  "Federal
Income Tax Consequences--Information Reporting and Backup Withholding."
 
EVIDENCE AS TO COMPLIANCE
 
   
    The  Agreement will  provide that a  firm of  independent public accountants
will furnish to the Trustee one or more reports expressing a summary of findings
regarding the  Servicer's compliance  with the  Agreement during  the  preceding
calendar  year (or, in  the case of the  first such report,  the period from the
Closing Date to December 31, 1996).
    
 
   
    The Agreement will  also provide  for delivery to  the Trustee  concurrently
with the delivery of the reports referred to above of a certificate signed by an
officer  of the Servicer stating that the Servicer has fulfilled its obligations
under the Agreement throughout the preceding twelve months ended December 31 (or
in the case of the first such  certificate, the period from the Closing Date  to
December  31, 1996) or,  if there has been  a default in  the fulfillment of any
such obligation, describing each such default.  The Servicer has agreed to  give
the  Trustee  notice  of  certain  Events  of  Servicing  Termination  under the
Agreement.
    
 
    Copies  of   such   statements  and   certificates   may  be   obtained   by
Certificateholders  by a request  in writing addressed to  the Trustee. See "The
Certificates--The Trustee."
 
CERTAIN MATTERS REGARDING THE SERVICER
 
    The Agreement  will  provide that  the  Servicer  may not  resign  from  its
obligations  and duties as Servicer thereunder, except upon a determination that
the Servicer's  performance  of  such  duties is  no  longer  permissible  under
applicable  law or  if such resignation  is required  by regulatory authorities.
Such resignation will become effective on  the earlier of the date the  Servicer
is required by regulatory authorities to resign or the date on which the Trustee
or  a successor  servicer has assumed  the Servicer's  servicing obligations and
duties under the Agreement.
 
    The Agreement will further provide that neither the Servicer nor any of  its
directors,  officers, employees, and agents shall  be under any liability to the
Trust or the  Certificateholders for taking  any action or  for refraining  from
taking  any  action  pursuant  to  the Agreement,  or  for  errors  in judgment;
provided, however,  that  neither the  Servicer  nor  any such  person  will  be
protected  against any  liability that would  otherwise be imposed  by reason of
willful misfeasance, bad faith or negligence in the performance of its duties or
by
 
                                       35

reason of  reckless  disregard of  its  obligations and  duties  thereunder.  In
addition, the Agreement will provide that the Servicer is under no obligation to
appear  in,  prosecute or  defend any  legal  action that  is incidental  to its
servicing responsibilities under  the Agreement  and that, in  its opinion,  may
cause it to incur any expense or liability.
 
    Under  the circumstances specified  in the Agreement,  any entity into which
the Servicer may  be merged or  consolidated, or any  entity resulting from  any
merger  or  consolidation  to which  the  Servicer  is a  party,  or  any entity
succeeding to the business of the Servicer, which corporation or other entity in
each of the foregoing cases assumes the obligations of the Servicer, will be the
successor to the Servicer under the Agreement.
 
    The Servicer may appoint a subservicer to perform all or any portion of  its
obligations  under the Agreement;  however, the Servicer  shall remain obligated
and be  liable to  the Trust,  the Trustee  and the  Certificateholders for  the
servicing  and administering  of the Receivables  as if the  Servicer alone were
servicing and administering the Receivables.
 
EVENTS OF SERVICING TERMINATION
 
    "Events of Servicing Termination"  under the Agreement  will consist of  (i)
any  failure by the Servicer to deliver to the Trustee for deposit in any of the
Accounts any required payment or to direct the Trustee or the Collateral  Agent,
as applicable, to make any required distributions therefrom, that shall continue
unremedied  for  five Business  Days  after written  notice  of such  failure is
received  by  the  Servicer  from  the  Trustee  or  the  Collateral  Agent,  as
applicable, or after discovery of such failure by the Servicer; (ii) any failure
by  the Servicer duly  to observe or  perform in any  material respect any other
covenant or agreement in  the Agreement which  failure materially and  adversely
affects  the rights of Certificateholders and  which continues unremedied for 60
days after the giving of written notice  of such failure (1) to the Servicer  by
the  Trustee  or  (2)  to  the  Servicer  and  to  the  Trustee  by  holders  of
Certificates, evidencing  not  less  than 25%  aggregate  outstanding  principal
balance of the Class A Certificates and Class B Certificates taken together as a
single  Class (or  such longer  period, not  in excess  of 120  days, as  may be
reasonably necessary  to remedy  such  default; provided  that such  default  is
capable  of  remedy  within 120  days  and  the Servicer  delivers  an officer's
certificate to the Trustee to  such effect and to  the effect that the  Servicer
has  commenced, or will promptly commence,  and diligently pursue all reasonable
efforts to  remedy  such  default);  and (iii)  certain  events  of  insolvency,
receivership,  readjustment of  debt, marshalling  of assets  and liabilities or
similar proceedings with  respect to  the Servicer  and certain  actions by  the
Servicer  indicating  its  insolvency,  reorganization  pursuant  to bankruptcy,
receivership or similar proceedings, or inability to pay its obligations.
 
    If an  Event of  Servicing  Termination occurs,  the  Trustee will  have  no
obligation  to notify Certificateholders of  such event prior to  the end of any
cure period described above.
 
RIGHTS UPON AN EVENT OF SERVICING TERMINATION
 
    As long as an Event of Servicing Termination remains unremedied, the Trustee
or the  holders of  Certificates evidencing  not  less than  a majority  of  the
aggregate  outstanding principal  balance of  the Class  A Certificates  and the
Class  B  Certificates  taken   together  as  a   single  Class  may   terminate
substantially  all of the Servicer's rights and obligations under the Agreement,
whereupon the Trustee  or a  successor Servicer  appointed by  the Trustee  will
succeed  to all  the responsibilities,  duties and  liabilities of  the Servicer
under the Agreement. Thereafter, the successor Servicer will be entitled to  the
compensation  otherwise payable to  the Servicer. If,  however, a conservator or
receiver has  been  appointed  for  the Servicer,  and  no  Event  of  Servicing
Termination  other  than  such  appointment has  occurred,  such  conservator or
receiver may have  the power to  prevent the Trustee  or the  Certificateholders
from  terminating  substantially all  of the  Servicer's rights  and obligations
under the  Agreement. In  the event  that the  Trustee is  unwilling or  legally
unable  so to  act, the Trustee  may appoint,  or petition a  court of competent
jurisdiction for the appointment  of a successor  with a net  worth of at  least
$50,000,000  and  whose regular  business includes  the servicing  of automobile
receivables. In  no event  may the  servicing compensation  to be  paid to  such
successor  be greater  than the servicing  compensation payable  to the Servicer
under the Agreement.
 
                                       36

WAIVER OF PAST DEFAULTS
 
    The holders  of Certificates  evidencing not  less than  a majority  of  the
aggregate  outstanding principal balance of the Class A Certificates and Class B
Certificates taken together as a single Class, in the case of any default  which
does  not adversely affect the Trustee may, on behalf of all Certificateholders,
waive any default by  the Servicer in the  performance of its obligations  under
the  Agreement and  its consequences,  except a  default in  making any required
deposits to  or  payments  from any  of  the  Accounts in  accordance  with  the
Agreement.  No  such waiver  shall  impair the  Certificateholders'  rights with
respect to subsequent defaults.
 
AMENDMENT
 
    The Agreement may be  amended by the Seller,  the Servicer and the  Trustee,
without  the consent of any of the  Certificateholders, to cure any ambiguity or
defect, to correct  or supplement any  provision therein or  for the purpose  of
adding  any provision  to or changing  in any  manner or eliminating  any of the
provisions of  the  Agreement, or  of  modifying in  any  manner the  rights  of
Certificateholders;  provided,  that such  action will  not,  in the  opinion of
counsel reasonably satisfactory to the Trustee, materially and adversely  affect
the interest of any Certificateholder.
 
    The  Agreement  also may  be amended  by  the Seller,  the Servicer  and the
Trustee, with the  consent of the  holders of Certificates  evidencing not  less
than  a majority of the  aggregate outstanding principal balance  of the Class A
Certificates and the Class B Certificates taken together as a single Class,  for
the purpose of adding any provisions to or changing in any manner or eliminating
any  of the provisions of the Agreement or of modifying in any manner the rights
of the Certificateholders;  provided, however,  that no such  amendment may  (i)
increase  or reduce  in any  manner the  amount of,  or accelerate  or delay the
timing of,  collections of  payments on  Receivables or  distributions that  are
required  to be made  on any Certificate,  without the consent  of all adversely
affected Certificateholders  or  (ii) reduce  the  percentage of  the  aggregate
outstanding  principal balance  of the  Certificates, the  holders of  which are
required  to  consent  to  any  such  amendment,  without  the  consent  of  all
Certificateholders affected thereby.
 
LIST OF CERTIFICATEHOLDERS
 
    Upon  written  request of  the  Servicer, the  Trustee  will provide  to the
Servicer within  15 days  after receipt  of such  request a  list of  names  and
addresses of all Certificateholders of record as of the most recent Record Date.
Upon  written request by holders of  Certificates of either Class evidencing not
less that  25% of  the voting  interests thereof,  and upon  compliance by  such
Certificateholders  with certain provisions  of the Agreement,  the Trustee will
afford such Certificateholders access during business hours to the most  current
list   of   Certificateholders  for   purposes   of  communicating   with  other
Certificateholders with respect to their rights under the Agreement.
 
    The Agreement will not provide for  holding any annual or other meetings  of
Certificateholders.
 
TERMINATION
 
    The  obligations  of the  Seller,  the Servicer  and  the Trustee  under the
Agreement will, except with respect to certain reporting requirements, terminate
upon the earliest  of (i)  the Distribution  Date next  succeeding the  Seller's
purchase   of   the   Receivables,   as  described   below,   (ii)   payment  to
Certificateholders of all amounts  required to be paid  to them pursuant to  the
Agreement and (iii) the Distribution Date next succeeding the month which is six
months  after the maturity or  other liquidation of the  last Receivable and the
disposition of any amounts received  upon liquidation of any property  remaining
in the Trust (including any Liquidated Receivables) in accordance with the terms
and priorities set forth in the Agreement.
 
    The  Seller will  be permitted, at  its option,  in the event  that the Pool
Balance as of the first day of a Collection Period has declined to 5% or less of
the Original Pool Balance, to purchase from the Trust, on any Distribution  Date
occurring  in a subsequent  Collection Period, all  remaining Receivables in the
Trust at a purchase price equal to the sum of the Class A Principal Balance  and
the  Class B  Principal Balance  plus accrued  and unpaid  interest thereon. The
exercise of this right will effect an early retirement of the Certificates.
 
                                       37

    The Trustee will  give written notice  of termination of  the Trust to  each
Certificateholder  of record.  The final  distribution to  any Certificateholder
will be made only  upon surrender and  cancellation of such  Certificateholder's
Certificate  (whether  a  Definitive  Certificate  or  the  physical certificate
representing the Certificates) at the office or agency of the Trustee  specified
in  the  notice of  termination. Any  funds  remaining in  the Trust,  after the
Trustee has  taken  certain measures  to  locate a  Certificateholder  and  such
measures have failed, will be distributed to the Seller or as otherwise provided
in the Agreement.
 
DUTIES OF THE TRUSTEE
 
    The  Trustee will make no representations  as to the validity or sufficiency
of the Agreement, the Certificates (other than the execution and  authentication
of  the Certificates), the Receivables or any related documents, and will not be
accountable for the  use or application  by the  Seller or the  Servicer of  any
funds  paid to the Seller or the Servicer  in respect of the Certificates or the
Receivables, or the investment of any monies by the Servicer before such  monies
are  deposited into the  Collection Account. The  Trustee will not independently
verify the Receivables. If no Event of Servicing Termination has occurred and is
continuing,  the  Trustee  will  be  required  to  perform  only  those   duties
specifically  required of  it under the  Agreement. Generally,  those duties are
limited to the receipt of the various certificates, reports or other instruments
required to be furnished to  the Trustee under the  Agreement, in which case  it
will  only be required to examine them  to determine whether they conform to the
requirements of the Agreement. The Trustee will not be charged with knowledge of
a failure  by the  Servicer to  perform  its duties  under the  Agreement  which
failure  constitutes  an Event  of  Servicing Termination  unless  a responsible
officer of the Trustee obtains actual knowledge of such failure as specified  in
the Agreement.
 
    The  Trustee will be  under no obligation  to exercise any  of the rights or
powers vested in it  by the Agreement  or to make  any investigation of  matters
arising  thereunder or to institute, conduct or defend any litigation thereunder
or in  relation  thereto at  the  request, order  or  direction of  any  of  the
Certificateholders,  unless  such  Certificateholders have  offered  the Trustee
reasonable security or indemnity satisfactory to it against the costs,  expenses
and   liabilities  which  may  be  incurred  therein  or  thereby.  No  Class  A
Certificateholder or Class  B Certificateholder  will have any  right under  the
Agreement to institute any proceeding with respect to the Agreement, unless such
holder  has given the Trustee written notice of default and unless, with respect
to the Class A Certificates, the holders of Class A Certificates evidencing  not
less than a majority of the aggregate outstanding principal balance of the Class
A  Certificates or,  with respect  to the Class  B Certificates,  the holders of
Class B  Certificates evidencing  not  less than  a  majority of  the  aggregate
outstanding  principal balance of the Class  B Certificates, have made a written
request to the Trustee to institute such  proceeding in its own name as  Trustee
thereunder and have offered to the Trustee reasonable indemnity, and the Trustee
for 30 days has neglected or refused to institute any such proceedings.
 
THE TRUSTEE
 
   
    Bankers  Trust Company, a New York  banking corporation, will act as Trustee
under the Agreement. The Trustee, in  its individual capacity or otherwise,  and
any  of its affiliates, may hold Certificates  in their own names or as pledgee.
In addition,  for the  purpose  of meeting  the  legal requirements  of  certain
jurisdictions,  the  Servicer  and  the  Trustee,  acting  jointly  (or  in some
instances,  the  Trustee,  acting  alone),  will  have  the  power  to   appoint
co-trustees  or separate trustees of all or any  part of the Trust. In the event
of such appointment,  all rights,  powers, duties and  obligations conferred  or
imposed  upon the Trustee by the Agreement will be conferred or imposed upon the
Trustee and such co-trustee or separate trustee jointly, or, in any jurisdiction
where the Trustee is incompetent or unqualified to perform certain acts,  singly
upon  such co-trustee  or separate trustee  who shall exercise  and perform such
rights, powers, duties and obligations solely at the direction of the Trustee.
    
 
    The Trustee may  resign at any  time, in  which event the  Servicer will  be
obligated  to  appoint a  successor trustee.  The Servicer  may also  remove the
Trustee if the Trustee ceases to be eligible to serve, becomes legally unable to
act, is adjudged insolvent or is placed in receivership or similar  proceedings.
In  such circumstances,  the Servicer will  be obligated to  appoint a successor
trustee. However, any such resignation or removal of the Trustee and appointment
of a  successor  trustee will  not  become  effective until  acceptance  of  the
appointment by the successor trustee.
 
                                       38

    The  Agreement will provide  that the Servicer will  pay the Trustee's fees.
The  Agreement  will  also  provide  that  the  Trustee  will  be  entitled   to
indemnification  by the Seller for, and will be held harmless against, any loss,
liability or expense incurred  by the Trustee not  resulting from the  Trustee's
own  willful  misfeasance,  bad  faith or  negligence.  Indemnification  will be
unavailable to  the Trustee  to the  extent  that any  such loss,  liability  or
expense  results  from  a breach  of  any  of the  Trustee's  representations or
warranties set forth in  the Agreement, and  for any tax,  other than those  for
which the Seller or the Servicer is required to indemnify the Trustee.
 
   
    The  Trustee's Corporate  Trust Office  is located  at 4  Albany Street, New
York, New  York 10006.  The  Seller, the  Servicer,  the Subservicer  and  their
respective  affiliates may have other banking relationships with the Trustee and
its affiliates in the ordinary course of their business.
    
 
                    CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
 
RIGHTS IN THE RECEIVABLES
 
    The Receivables  are "chattel  paper" as  defined in  the Ohio  UCC and  the
Arizona  UCC. Pursuant to the UCC, for most purposes, a sale of chattel paper is
treated in a  manner similar to  a transaction creating  a security interest  in
chattel  paper. The  Seller will  cause appropriate  financing statements  to be
filed with the appropriate  governmental authorities in the  States of Ohio  and
Arizona  to  perfect  the  interest  of  the  Trustee  in  its  purchase  of the
Receivables from the Seller,  in the Seller's purchase  of the Receivables  from
the Bank and the Bank's purchase of Receivables from Valley National.
 
    Pursuant  to the Agreement,  the Servicer will  hold the Receivables, either
directly or through the Subservicer, as custodian for the Trustee following  the
sale  and assignment of the Receivables to  the Trust. The Seller will take such
action as is required to perfect the  rights of the Trustee in the  Receivables.
The  Receivables will not be segregated, stamped or otherwise marked to indicate
that they have been  sold to the Trust.  If, through inadvertence or  otherwise,
another  party purchases (or  takes a security interest  in) the Receivables for
new value  in  the ordinary  course  of business  and  takes possession  of  the
Receivables  without actual knowledge of the Trust's interest, the purchaser (or
secured party)  will acquire  an interest  in the  Receivables superior  to  the
interest of the Trust.
 
    Under  the Agreement, the  Servicer will be  obligated from time  to time to
take such actions as are necessary  to protect and perfect the Trust's  interest
in the Receivables and their proceeds.
 
SECURITY INTERESTS IN THE FINANCED VEHICLES
 
    Generally, retail motor vehicle loans such as the Receivables evidence loans
to  obligors to  finance the  purchase of  such motor  vehicles. The  loans also
constitute personal property security agreements and include grants of  security
interests  in the  vehicles under the  UCC. Perfection of  security interests in
motor vehicles is generally governed by  the motor vehicle registration laws  of
the  state in which the vehicle is located.  In Arizona and most other states, a
security interest in the vehicle is perfected by notation of the secured party's
lien on the vehicle's certificate of title.
 
    The Bank's  and Valley  National's practice  is to  take such  action as  is
required in order to perfect their security interest in a Financed Vehicle under
the laws of the jurisdiction in which the Financed Vehicle is registered. If the
Bank  or Valley National, because of clerical  error or otherwise, has failed to
take such  action  with respect  to  a Financed  Vehicle,  it will  not  have  a
perfected  security interest in  the Financed Vehicle  and its security interest
may be subordinate to the interests  of, among others, subsequent purchasers  of
the  Financed Vehicle that  give value without  notice of the  Bank's and Valley
National's security interest and to whom a certificate of ownership is issued in
such purchaser's name, holders of  perfected security interests in the  Financed
Vehicle,  and the  trustee in  bankruptcy of the  Obligor. The  Bank's or Valley
National's security interest may  also be subordinate to  such third parties  in
the  event of fraud or  forgery by the Obligor  or administrative error by state
recording officials or in the circumstances noted below. As described more fully
below, the Seller will warrant in the  Agreement (and will have assigned to  the
Trust  such  warranty made  by  the Bank  in the  Loan  Sale Agreement)  that an
enforceable first priority perfected security
 
                                       39

interest with respect  to each  Financed Vehicle on  the Closing  Date has  been
created  in favor of  either the Bank or  Valley National and  the Seller or the
Bank will be required to  repurchase the related Receivable  in the event of  an
uncured breach of such warranty.
 
   
    Pursuant  to the Loan Purchase and Servicing Agreement, Valley National will
assign its security interest in any  Financed Vehicles, along with the sale  and
assignment  of the  related Receivables  to the  Bank and  pursuant to  the Loan
Purchase Agreement, the Bank will assign  its security interest in the  Financed
Vehicles,  along with the sale and assignment  of the related Receivables to the
Seller. Pursuant to the Agreement, the Seller will assign its security interests
in the Financed  Vehicles, along  with the sale  and assignment  of the  related
Receivables,  to the Trust, and the Servicer will hold the certificates of title
or ownership or other documents evidencing the notation of Valley National's  or
the  Bank's  lien on  the  certificate of  title  or ownership  relating  to the
Financed Vehicles, either directly or through the Subservicer, as custodian  for
the  Trustee following such sale and  assignment. The certificates of title will
not be endorsed or otherwise amended to identify the Trust or Trustee as the new
secured party,  however,  because  of  the  administrative  burden  and  expense
involved.
    
 
    In  Arizona and most other states, an assignment of a security interest in a
Financed Vehicle  along  with the  applicable  Receivable is  effective  without
amendment  of any lien noted  on a vehicle's certificate  of title or ownership,
and the assignee succeeds thereby to the assignor's rights as secured party.  In
Arizona and most other states, in the absence of fraud or forgery by the vehicle
owner  or of fraud, forgery, negligence or error by Valley National, the Bank or
the Seller or administrative error by  state or local agencies, the notation  of
Valley  National's or the Bank's lien on  the certificates of title or ownership
and/or possession of such certificates with such notation will be sufficient  to
protect  the Trust  against the  rights of  subsequent purchasers  of a Financed
Vehicle or  subsequent  lenders who  take  a  security interest  in  a  Financed
Vehicle.  There exists a risk, however, in  not identifying the Trust or Trustee
as the new secured party on the certificate of title that the security  interest
of  the Trust or the Trustee may not  be enforceable. In the event the Trust has
failed to  obtain  or maintain  a  perfected  security interest  in  a  Financed
Vehicle,  its  security  interest  would  be  subordinate  to,  among  others, a
bankruptcy trustee  of  the Obligor,  a  subsequent purchaser  of  the  Financed
Vehicle or a holder of a perfected security interest.
 
    The  Seller will warrant in the Agreement  as to each Receivable conveyed by
it to the Trust  that, on the Closing  Date, the Bank or  Valley National has  a
valid,  subsisting and enforceable first priority perfected security interest in
the Financed Vehicle securing the  Receivable (subject to administrative  delays
and  clerical errors on the part of  the applicable government agency and to any
statutory or other lien arising by operation of law after the Closing Date which
is prior to such security interest) and such security interest has been assigned
to the Seller and will be assigned by the Seller to the Trustee for the  benefit
of  the Certificateholders. In the event of  an uncured breach of such warranty,
the Seller will be required to repurchase (or cause the Bank to repurchase) such
Receivable for its Purchase Amount.  This repurchase obligation will  constitute
the  sole remedy available to the  Trust, the Trustee and the Certificateholders
for such  breach.  The  Seller's  warranties  with  respect  to  perfection  and
enforceability  of  a security  interest in  a Financed  Vehicle will  not cover
statutory or other  liens arising  after the Closing  Date by  operation of  law
which  have priority  over such  security interest.  Accordingly, any  such lien
would not by  itself give rise  to a repurchase  obligation on the  part of  the
Seller (or the Bank).
 
    In  the event that an Obligor moves to a state other than the state in which
the Financed Vehicle is registered, under the laws of Arizona and most states, a
perfected security interest in a motor  vehicle continues for four months  after
such  relocation  and  thereafter,  in most  instances,  until  the  Obligor re-
registers the motor vehicle in  the new state, but in  any event not beyond  the
surrender  of  the certificate.  A  majority of  states  require surrender  of a
certificate of title to re-register a  motor vehicle and require that notice  of
such surrender be given to each secured party noted on the certificate of title.
In those states that require a secured party take possession of a certificate of
title  to perfect  a security  interest, the  secured party  would learn  of the
re-registration through the request from the Obligor to surrender possession  of
the  certificate of title. In those states  that require a secured party to note
its lien on a  certificate of title  to perfect a security  interest but do  not
require possession of the certificate of title, the secured party would learn of
the
 
                                       40

   
re-registration  through notification  from the  applicable state  department of
motor  vehicles  that  the  certificate  of  title  had  been  surrendered.  The
requirements that a certificate of title be surrendered and that notices of such
surrender be given to each secured party also apply to re-registrations effected
following a sale of a motor vehicle. The Bank or Valley National would therefore
have  the opportunity to re-perfect its  security interest in a Financed Vehicle
in the state of re-registration following relocation of the Obligor and would be
able to require satisfaction of the  related Receivable following a sale of  the
Financed  Vehicle. In  states that  do not  require a  certificate of  title for
registration of a motor vehicle, re-registration could defeat perfection. In the
ordinary course of servicing  motor vehicle loans, the  Servicer takes steps  to
effect  re-perfection upon receipt  of notice of  re-registration or information
from the Obligor  as to relocation.  However, there  is a risk  that an  Obligor
could relocate without notification to the Servicer, then file a false affidavit
with  the new  state to cause  a new certificate  of title to  be issued without
notation of the Bank's or Valley National's lien.
    
 
    Under the laws of  Arizona and many other  states, certain possessory  liens
for  repairs performed  on or storage  of a  motor vehicle and  liens for unpaid
taxes as well  as certain  rights arising  from the use  of a  motor vehicle  in
connection  with illegal activities, may take priority over a perfected security
interest in the motor vehicle. The Seller will warrant in the Agreement that, as
of the Closing Date, the Seller has not received notice that any such liens  are
pending.  In the  event of a  breach of such  warranty which has  a material and
adverse  effect  on   the  interests  of   the  Trust,  the   Trustee  and   the
Certificateholders, the Seller will be required to repurchase (or cause the Bank
to  repurchase) the  Receivable secured by  the Financed  Vehicle involved. This
repurchase obligation will constitute  the sole remedy  available to the  Trust,
the Trustee and the Certificateholders for such breach. Any liens for repairs or
taxes arising at any time after the Closing Date during the term of a Receivable
would not give rise to a repurchase obligation on the part of the Seller (or the
Bank).
 
REPOSSESSION
 
    In  the event of a default by an Obligor, the holder of a Receivable has all
the remedies of a secured party under the Arizona UCC, except where specifically
limited by other  state laws or  by contract.  The remedies of  a secured  party
under  the Arizona UCC include the right  to repossession by means of self-help,
unless such means would constitute a breach of the peace. Self-help repossession
is the method employed  by the Bank  and Valley National in  most cases, and  is
accomplished  simply by taking possession of the motor vehicle. Generally, where
the obligor objects or raises a defense  to repossession, a court order must  be
obtained  from the appropriate  state court and  the motor vehicle  must then be
repossessed in accordance  with that  order. In  the event  of a  default by  an
obligor,  Arizona  and many  jurisdictions require  that,  absent a  waiver, the
obligor be notified of the  default and be given a  time period within which  he
may  cure the default prior to repossession except such notice need not be given
in emergency situations pursuant to an order from the appropriate state court.
 
NOTICE OF SALE; REDEMPTION RIGHTS
 
    The Arizona UCC and other state laws require the secured party to provide an
obligor with reasonable notice of  the date, time and  place of any public  sale
and/or  the date after which any private sale of the collateral may be held. The
obligor generally has the right to redeem the collateral prior to actual sale by
paying the secured party the unpaid principal balance of the obligation plus, in
most cases,  reasonable expenses  for repossessing,  holding and  preparing  the
collateral   for  disposition  and   arranging  for  its   sale  plus,  in  some
jurisdictions, reasonable attorneys' fees. In  some states, the obligor has  the
right,  prior to actual sale, to reinstatement of the original loan terms and to
return of the  collateral by payment  of delinquent installments  of the  unpaid
balance.
 
DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS
 
    The  proceeds of resale of Financed Vehicles generally will be applied first
to the expenses of repossession and resale  and then to the satisfaction of  the
indebtedness on the related Receivable. While some states impose prohibitions or
limitations on deficiency judgments if the net proceeds from resale do not cover
the  full amount  of the  indebtedness, a deficiency  judgment can  be sought in
Arizona and those states that do not prohibit or limit such judgments. Any  such
deficiency    judgment   would    be   a    personal   judgment    against   the
 
                                       41

Obligor for the shortfall,  however, a defaulting Obligor  may have very  little
capital  or sources of income  available following repossession. Other statutory
provisions, including state and  federal bankruptcy laws,  may interfere with  a
lender's  ability to enforce a deficiency judgment  or to collect a debt owed or
realize upon collateral. Therefore, in many cases, it may not be useful to  seek
a deficiency judgment or, if one is obtained, it may be settled at a significant
discount or not paid at all.
 
    Occasionally, after resale of a repossessed motor vehicle and payment of all
expenses  and  indebtedness, there  is a  surplus  of funds.  In that  case, the
Arizona UCC requires the secured party to remit the surplus to any other  holder
of  a lien with respect to the motor vehicle or, if no such lienholder exists or
funds remain after paying such other lienholder, to the Obligor.
 
CONSUMER PROTECTION LAWS
 
    Numerous Federal and state consumer protection laws and related  regulations
impose  substantial requirements upon lenders and servicers involved in consumer
finance. These  laws  include  the  Truth  In  Lending  Act,  the  Equal  Credit
Opportunity  Act, the Federal Trade Commission Act, the Fair Credit Billing Act,
the Fair  Credit Reporting  Act, the  Fair Debt  Collection Practices  Act,  the
Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B, Z and AA,
and  other similar acts and regulations, state adoptions of the Uniform Consumer
Credit Code and other  similar laws, including the  Arizona Consumer Fraud  Act,
Title  6 of the Arizona Revised Statutes  and state usury laws. Also, state laws
impose  other  restrictions  on  consumer  transactions,  may  require  contract
disclosures  in addition to those  required under Federal law  and may limit the
remedies available in  the event of  default by an  Obligor. These  requirements
impose  specific statutory  liabilities upon creditors  who fail  to comply with
their provisions where applicable.  In most cases,  this liability could  affect
the  ability of an assignee, such as the Trust, to enforce secured loans such as
the Receivables.
 
    The FTC's  holder-in-due-course rule  (the  "FTC Rule")  has the  effect  of
subjecting  a seller  of motor vehicles  (and certain related  lenders and their
assignees) in a consumer  credit transaction and any  assignee of the seller  to
all  claims and  defenses which the  purchaser could assert  against the seller.
Liability under the FTC  Rule is limited  to the amounts  paid by the  purchaser
under the contract, and the holder of the contract may also be unable to collect
any  balance remaining due  thereunder from the  purchaser. The FTC  Rule may be
duplicated by state statutes or the common law in certain states. Although  none
of  Valley National, the  Bank or the Seller  is a seller  of motor vehicles and
they are  not  subject to  the  jurisdiction of  the  FTC, the  loan  agreements
evidencing  the Receivables contain provisions which contractually apply the FTC
Rule. Accordingly, Valley  National, the  Bank, the  Seller and  the Trustee  as
holder  of the Receivables, may  be subject to claims  or defenses, if any, that
the purchaser  of a  Financed Vehicle  may  assert against  the seller  of  such
vehicle.
 
    Under  the motor vehicle  dealer licensing laws of  Arizona and most states,
sellers of motor vehicles are required to  be licensed to sell such vehicles  at
retail sale. In addition, with respect to used motor vehicles, the FTC's Rule on
Sale  of Used Vehicles requires that all sellers of used motor vehicles prepare,
complete and display a "Buyer's Guide" which explains the warranty coverage  for
such  vehicles. Federal Odometer Regulations promulgated under the Motor Vehicle
Information and Cost Savings Act require that all sellers of used motor vehicles
furnish a written statement signed by the seller certifying the accuracy of  the
odometer  reading. If a seller  is not properly licensed  or if either a Buyer's
Guide or  Odometer  Disclosure  Statement  was  not  properly  provided  to  the
purchaser  of a Financed Vehicle,  such purchaser may be  able to assert a claim
against the seller of such vehicle.  Although none of Valley National, the  Bank
or  the Seller is a seller  of motor vehicles and they  are not subject to these
laws, a violation  thereof may form  the basis  for a claim  or defense  against
Valley  National,  the  Bank,  the  Seller  or  the  Trustee  as  holder  of the
Receivables.
 
    Courts have applied general equitable principles to secured parties pursuing
repossession  or  litigation  involving  deficiency  balances.  These  equitable
principles  may have the effect of relieving an  Obligor from some or all of the
legal consequences of a default.
 
    The Seller will warrant in the  Agreement as to each Receivable conveyed  by
it  to the Trust that such Receivable complied at the time it was originated and
as   of   the    Closing   Date    in   all   material    respects   with    all
 
                                       42

requirements  of applicable  law. If, as  of the  Cutoff Date, an  Obligor had a
claim against the Trust for violation of  any law and such claim materially  and
adversely  affected the Trust's  interest in a  Receivable, such violation would
create an  obligation  of  the  Seller  to repurchase  (or  cause  the  Bank  to
repurchase)  the  Receivable  unless  the  breach  were  cured.  This repurchase
obligation will constitute  the sole remedy  of the Trust,  the Trustee and  the
Certificateholders against the Seller in respect of any such uncured breach. See
"The Certificates--Sale and Assignment of the Receivables."
 
OTHER LIMITATIONS
 
    In  addition  to  the  laws limiting  or  prohibiting  deficiency judgments,
numerous other  statutory  provisions,  including Federal  bankruptcy  laws  and
related  state laws,  may interfere with  or affect  the ability of  a lender to
realize upon collateral  or enforce  a deficiency  judgment. For  example, in  a
Chapter  13 proceeding under the  Bankruptcy Code, a court  may prevent a lender
from repossessing  a motor  vehicle and,  as part  of the  rehabilitation  plan,
reduce  the  amount of  the secured  indebtedness  to the  market value  of such
vehicle at the  time of  bankruptcy (as determined  by the  court), leaving  the
party  providing financing as a general  unsecured creditor for the remainder of
the indebtedness. A bankruptcy  court may also reduce  the monthly payments  due
under  a contract or  change the rate of  interest and time  of repayment of the
indebtedness.
 
    The Seller intends that the transfer of the Receivables by it to the Trustee
on behalf  of  the  Trust under  the  Agreement  constitutes a  valid  sale  and
assignment  of such  Receivables. Notwithstanding  the foregoing,  if the Seller
were  to   become  a   debtor  in   a  bankruptcy   case  and   a  creditor   or
trustee-in-bankruptcy  of  the Seller  or  the Seller  itself  were to  take the
position that the  sale of the  Receivables by  the Seller to  the Trust  should
instead  be treated  as a  pledge of  Receivables to  secure a  borrowing of the
Seller, delays in payments or collections of Receivables could occur or  (should
the  court rule in favor of any  such trustee, debtor or creditor) reductions in
the amounts of such payments could result. If the transfer of Receivables by the
Seller to  the  Trust is  treated  as a  pledge  instead of  a  sale, a  tax  or
government lien on the property of the Seller arising before the transfer of the
Receivables  to the Trust  may have priority  over the Trust's  interest in such
Receivables.
 
   
    As an  insured depository  institution, the  Bank and  its subsidiaries  and
persons  owned or controlled by the Bank  or its subsidiaries are subject to the
examination, regulation and supervision of the Office of the Comptroller of  the
Currency  (the "OCC"). The OCC has broad  regulatory powers to prevent or remedy
unsafe or  unsound  practices or  other  violations of  applicable  regulations,
agreements  or policies. The  OCC may issue a  cease-and-desist order or require
affirmative action to  correct any  conditions resulting from  any violation  or
practice  with respect  to which such  order is issued  including requiring such
entity, among other  things, to  make restitution or  provide reimbursement,  to
dispose of any loan or asset involved, to rescind agreements or contracts and to
take  such  other action  as  the OCC  determines  to be  appropriate.  The Bank
believes that the transactions contemplated by the Prospectus do not  constitute
unsafe  or unsound practices and do  not violate any applicable OCC regulations,
agreements or policies.
    
 
                        FEDERAL INCOME TAX CONSEQUENCES
 
    The following is a  summary of the material  anticipated Federal income  tax
consequences  of the purchase,  ownership and disposition  of Certificates. This
summary is  based upon  laws, regulations,  rulings and  decisions currently  in
effect,  all of which are  subject to change. The  discussion does not deal with
all Federal tax consequences applicable to all categories of investors, some  of
which  may be subject to  special rules. In addition,  this summary is generally
limited to  investors  who  will  hold  the  Certificates  as  "capital  assets"
(generally,  property held for investment) within the meaning of Section 1221 of
the Code. Consequences to individual investors of investment in the Certificates
will vary  according to  circumstances;  accordingly, investors  should  consult
their  own tax advisors  to determine the  Federal, state, local,  and other tax
consequences of the  purchase, ownership  and disposition  of the  Certificates.
Prospective  investors should note that  no rulings have been  or will be sought
from the Internal Revenue Service (the "IRS") with respect to any of the Federal
income tax consequences discussed below, and no assurance can be given that  the
IRS will not take contrary positions.
 
                                       43

TAX STATUS OF THE TRUST
 
    In  the opinion of Squire, Sanders & Dempsey, special tax counsel, the Trust
will be classified as  a grantor trust  and not as an  association taxable as  a
corporation for Federal income tax purposes. Accordingly, each Certificate Owner
will  be subject to Federal income taxation as if it owned directly its interest
in each asset  owned by  the Trust  and paid  directly its  share of  reasonable
expenses paid by the Trust.
 
    IN  GENERAL.  For purposes of Federal income tax, the Bank will be deemed to
have retained  a fixed  portion of  the  interest due  on each  Receivable  (the
"Retained Yield") equal to the difference between (x) the APR of such Receivable
and (y)(i) with respect to the Class A Percentage of such Receivable, the sum of
the  Class A Pass-Through Rate and the Servicing Fee Rate, and (ii) with respect
to the  Class  B  Percentage  of  such  Receivable,  the  sum  of  the  Class  B
Pass-Through Rate and the Servicing Fee Rate. The Retained Yield will be treated
as  "stripped  coupons" within  the  meaning of  Section  1286 of  the  Code. In
addition, if the  Class B  Pass-Through Rate  exceeds the  Class A  Pass-Through
Rate, a portion of the interest accrued on each Receivable could be treated as a
"stripped  coupon" purchased by the  Class B Certificate Owners  or as an amount
received as consideration for a guaranty. Accordingly, each Class A  Certificate
Owner  will  be  treated as  owning  its  pro rata  percentage  interest  in the
principal of, and interest payable on, each Receivable (minus the portion of the
interest payable on such Receivable that  is treated as Retained Yield and  less
any  amount treated as  a stripped coupon  purchased by the  Class B Certificate
Owners or received as consideration for  a guaranty), and such interest in  each
Receivable  will be treated as  a "stripped bond" within  the meaning of Section
1286 of the Code. Similarly, each Class  B Certificate Owner will be treated  as
owning  its pro  rata percentage interest  in the principal  of each Receivable,
plus a disproportionate share of the interest payable on each Receivable or  any
amount treated as consideration for a guaranty.
 
CLASS A CERTIFICATE OWNERS
 
    Because  Class A Certificates represent stripped bonds, they will be subject
to the original issue discount ("OID")  rules of the Code. Accordingly, the  tax
treatment  of a Class A Certificate Owner will depend upon whether the amount of
OID on a  Class A  Certificate is  less than  a statutorily  defined de  minimis
amount.
 
   
    In  general, under  regulations issued under  Section 1286 of  the Code, the
amount of OID on a Receivable treated as a "stripped bond" will be de minimis if
it is less than  one quarter of  one percent of the  stated redemption price  at
maturity,  as defined  in Section  1273(a)(2) of  the Code,  for each  full year
remaining after the  purchase date  until the  maturity of  the Receivable.  The
maturity  date is based on the weighted  average maturity date (and a reasonable
prepayment assumption may have to be taken into account in determining  weighted
average  maturity). Under  the regulations, it  appears that the  portion of the
interest on each Receivable  payable to the Class  A Certificate Owners will  be
treated  as "qualified  stated interest." As  a result,  the amount of  OID on a
Receivable will equal the amount by which the price at which a Certificate Owner
is deemed to have acquired an interest in a Receivable (the "Purchase Price") is
less than  the portion  of the  remaining principal  balance of  the  Receivable
allocable  to the interest acquired. Although the matter is not free from doubt,
the Trust  intends to  take the  positions (i)  that the  amount of  OID on  the
Receivables  will be determined  by aggregating all  payments on the Receivables
allocable to the Class A Certificate Owners (not including the Retained  Yield),
and  treating the portion  of all payments  on the Receivables  allocable to the
Class A Certificate Owners as a single obligation on an aggregate basis,  rather
than  being determined separately with respect to each Receivable, and (ii) that
no separate allocation of consideration must  be made to accrued interest or  to
amounts held in the Collection Account.
    
 
    Based  on these positions, it is  anticipated that the Certificates will not
be issued initially with OID (or that  any OID present will be DE MINIMIS).  The
IRS   could  require,   instead,  that  the   computation  be   performed  on  a
Receivable-by-Receivable basis. In the preamble to the regulations under Section
1286 of the Code, the IRS requests comment on appropriate aggregation rules. Any
such recalculation could adversely affect the timing and character of a Class  A
Certificate  Owner's income. The  IRS might also  require that a  portion of the
purchase price  of  a Certificate  be  allocated  to accrued  interest  on  each
Receivable and to amounts held in the Collection Account pending distribution to
Certificate Owners at the
 
                                       44

time  of  purchase  as  though  such accrued  interest  and  collections  on the
Receivables were separate assets  purchased by the  Certificate Owner. Any  such
allocation  would reduce the  Purchase Price and thus  increase the discount (or
decrease the premium) on the Receivables.
 
    If the amount of OID is DE MINIMIS under the rule set forth above, the Class
A Certificates would  not be  treated as having  OID. Each  Class A  Certificate
Owner  would be required to report on its Federal income tax return its share of
the gross income  of the  Trust, including  interest and  certain other  charges
accrued  on the Receivables and  any gain upon collection  or disposition of the
Receivables (but not including  any portion of the  Retained Yield). Such  gross
income  attributable to  interest on  the Receivables  would exceed  the Class A
Certificate Rate by an amount equal to the Class A Certificate Owner's share  of
the  expenses  of the  Trust  for the  period  during which  it  owns a  Class A
Certificate. The Class A Certificate Owner would be entitled to deduct its share
of expenses of the Trust to the extent described below. Any amounts received  by
a  Class A Certificate Owner from the  Reserve Fund or from the subordination of
the Class B  Certificates will  be treated for  Federal income  tax purposes  as
having the same characteristics as the payments they replace.
 
    A  Class A  Certificate Owner would  report its  share of the  income of the
Trust under  its usual  method  of accounting.  Accordingly, interest  would  be
includible  in  a  Certificate  Owner's  gross income  when  it  accrues  on the
Receivables, or, in the case of Certificate Owners who are cash basis taxpayers,
when received  by the  Servicer on  behalf of  Certificate Owners.  Because  (i)
interest  accrues on the Receivables over  differing monthly periods and is paid
in arrears and  (ii) interest  collected on a  Receivable generally  is paid  to
Certificateholders  in the following month, the amount of interest accruing to a
Certificate Owner  during  any  calendar  month  will  not  equal  the  interest
distributed  in that month. The actual amount  of discount on a Receivable would
be includible in income as principal payments are received on the Receivables.
 
    If the OID on a Receivable is  not treated as being de minimis, in  addition
to  the amounts described above, a Class A Certificate Owner will be required to
include in income any  OID as it  accrues on a daily  basis, regardless of  when
cash  payments are received, using  a method reflecting a  constant yield on the
Receivables. It  is possible  that the  IRS could  require use  of a  prepayment
assumption  in computing the yield of a Receivable. If a Receivable is deemed to
be acquired by  a Certificate Owner  at a significant  discount, such  treatment
could accelerate the accrual of income by a Certificate Owner.
 
    The  Servicer intends to account  for OID, if any,  reportable by holders of
Class A Certificates by reference to the price paid for a Class A Certificate by
an initial purchaser,  although the  amount of  OID will  differ for  subsequent
purchasers.  Such  subsequent  purchasers  should  consult  their  tax  advisors
regarding  the  proper  calculation  of  OID  on  the  interest  in  Receivables
represented by a Class A Certificate.
 
    In  the event that a Receivable is  treated as purchased at a premium (i.e.,
its Purchase Price  exceeds the portion  of the remaining  principal balance  of
such  Receivable  allocable  to the  Certificate  Owner), such  premium  will be
amortizable by the  Certificate Owner as  an offset to  interest income (with  a
corresponding reduction in the Certificate Owner's basis) under a constant yield
method  over the term of the Receivable if  an election under Section 171 of the
Code is made with respect to the interests in the Receivables represented by the
Certificates or was previously in effect.  Any such election will also apply  to
all  debt instruments held by the Certificate Owner during the year in which the
election is made and all debt instruments acquired thereafter.
 
    A Certificate Owner will be entitled  to deduct, consistent with its  method
of  accounting, its pro rata  share of reasonable servicing  fees and other fees
paid or incurred by the Trust as provided in Section 162 or 212 of the Code.  If
a  Certificate Owner is an  individual, estate or trust,  the deduction for such
holder's share of such fees will be allowed only to the extent that all of  such
holder's  miscellaneous itemized  deductions, including  such holder's  share of
such fees, exceed 2% of such holder's adjusted gross income. In addition, in the
case of  Certificate Owners  who are  individuals, certain  otherwise  allowable
itemized  deductions will  be reduced, but  not by  more than 80%,  by an amount
equal to 3% of  such Certificate Owner's  adjusted gross income  in excess of  a
statutorily defined threshold.
 
                                       45

CLASS B CERTIFICATE OWNERS
 
    IN  GENERAL.   Except as described  below, it  is believed that  the Class B
Certificate Owners  will  be subject  to  tax in  the  same manner  as  Class  A
Certificate  Owners.  However, no  Federal  income tax  authorities  address the
precise method of taxation of an instrument such as the Class B Certificates. In
the absence of applicable authorities, the Servicer intends to report income  to
Class B Certificate Owners in the manner described below.
 
    Each  Class B Certificate  Owner will be  treated as owning  (i) the Class B
Percentage of  the principal  on each  Receivable plus  (ii) a  disproportionate
portion  of the interest on each  Receivable (not including the Retained Yield).
Income will be reported to a Class  B Certificate Owner based on the  assumption
that all amounts payable to the Class B Certificate Owners are taxable under the
coupon  stripping provisions of the Code and  treated as a single obligation. In
applying those provisions, the  Servicer will take the  position that a Class  B
Certificate Owner's entire share of the interest on a Receivable will qualify as
"qualified  stated interest". Thus, except to the extent modified by the effects
of subordination of the Class B Certificates, as described below, income will be
reported to Class B Certificate Owners in the manner described above for holders
of the Class A Certificates.
 
    EFFECT OF  SUBORDINATION.    If  the  Class  B  Certificate  Owners  receive
distributions  of less than their share of  the Trust's receipts of principal or
interest (the "Shortfall Amount")  because of the subordination  of the Class  B
Certificates,  holders of  Class B  Certificates would  probably be  treated for
Federal income tax purposes as if  they had (1) received as distributions  their
full  share of such receipts, (2) paid over to the Class A Certificate Owners an
amount  equal  to  such  Shortfall  Amount,  and  (3)  retained  the  right   to
reimbursement  of such  amounts to  the extent  of future  collections otherwise
available for deposit in the Reserve Fund.
 
    Under this analysis,  (1) Class B  Certificate Owners would  be required  to
accrue  as current  income any interest  or OID income  of the Trust  that was a
component of the Shortfall Amount, even though  such amount was in fact paid  to
the  Class A Certificate Owners, (2) a loss would only be allowed to the Class B
Certificate Owners when their right  to receive reimbursement of such  Shortfall
Amount became worthless (i.e., when it becomes clear that the amount will not be
available from any source to reimburse such loss), and (3) reimbursement of such
Shortfall  Amount prior to  such a claim  of worthlessness would  not be taxable
income to Class B Certificate Owners because such amount was previously included
in income. Those results should not significantly affect the inclusion of income
for Class B Certificate  Owners on the accrual  method of accounting, but  could
accelerate  inclusion of income to Class B Certificate Owners on the cash method
of accounting by, in effect, placing  them on the accrual method. Moreover,  the
character and timing of loss deductions is unclear.
 
SALES OF CERTIFICATES
 
    A  Certificate Owner  that sells a  Certificate will recognize  gain or loss
equal to the difference between the amount realized on the sale and its adjusted
basis in  the  Certificate. In  general,  such  adjusted basis  will  equal  the
Certificate  Owner's cost  for the Certificate,  increased by the  amount of any
income previously reported with respect to the Certificate, and decreased by the
amount of any losses previously reported with respect to the Certificate and the
amount of any distributions  received thereon. Any such  gain or loss  generally
will  be capital gain or loss if the assets underlying the Certificate were held
as capital assets, except that, in the  case of a Certificate that was  acquired
with more than a de minimis amount of market discount, such gain will be treated
as  ordinary interest income to the extent  of the portion of such discount that
accrued during the period in which the seller held the Certificate and that  was
not previously included in income.
 
FOREIGN CERTIFICATE OWNERS
 
    Interest   attributable  to  Receivables  which  is  payable  to  a  foreign
Certificate Owner will generally  not be subject to  the normal 30%  withholding
tax  imposed with respect to such payments, provided that such Certificate Owner
is not  engaged in  a trade  or  business in  the United  States and  that  such
Certificate  Owner  fulfills  certain  certification  requirements.  Under  such
certification requirements, the Certificate Owner
 
                                       46

must certify,  under penalties  of perjury,  that  it is  not a  "United  States
person" and it is the beneficial owner of the Certificates, and must provide its
name  and address. For this  purpose, "United States person"  means a citizen or
resident of  the United  States,  a corporation,  partnership, or  other  entity
created  or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is includible  in
gross  income for United  States Federal income tax  purposes, regardless of its
source.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING
 
    The Trustee will furnish or make available, within the prescribed period  of
time  for tax reporting  purposes after the  end of each  calendar year, to each
Certificate  Owner  or  each  person  holding  a  Certificate  on  behalf  of  a
Certificate  Owner at any time during such year, such information as the Trustee
deems necessary or  desirable to  assist Certificate Owners  in preparing  their
federal  income tax returns. Payments made on the Certificates and proceeds from
the sale of Certificates will  not be subject to  a "backup" withholding tax  of
31%  unless,  in general,  the Certificate  Owner fails  to comply  with certain
reporting procedures and is not an exempt recipient under applicable  provisions
of the Code.
 
                        STATE AND LOCAL TAX CONSEQUENCES
 
    The  discussion above  does not  address the  tax consequences  of purchase,
ownership or disposition of the Certificates  under any state or local tax  law.
Investors  should consult their  own tax advisors regarding  state and local tax
consequences.
 
                              ERISA CONSIDERATIONS
 
    A fiduciary  of  a pension,  profit-sharing,  retirement or  other  employee
benefit  plan  subject  to  Title  I of  ERISA,  should  consider  the fiduciary
standards under  ERISA in  the context  of the  plan's particular  circumstances
before  authorizing an  investment of  a portion  of such  plan's assets  in the
Certificates. Accordingly,  pursuant to  Section 404  of ERISA,  such  fiduciary
should  consider  among other  factors: (i)  whether the  investment is  for the
exclusive benefit of plan participants and their beneficiaries; (ii) whether the
investment satisfies the applicable diversification requirements; (iii)  whether
the investment is in accordance with the documents and instruments governing the
plan;  and (iv) whether the investment is prudent, considering the nature of the
investment. Fiduciaries of  plans also  should consider  ERISA's prohibition  on
improper delegation of control over, or responsibility for, plan assets.
 
    In  addition,  benefit  plans  subject  to  ERISA,  as  well  as  individual
retirement accounts or  certain types of  Keogh plans not  subject to ERISA  but
subject to Section 4975 of the Code and any entity whose source of funds for the
purchase  of Certificates includes  plan assets by  reason of a  plan or account
investing in such  entity (each, a  "Plan"), are prohibited  from engaging in  a
broad  range of  transactions involving Plan  assets and  persons having certain
specified relationships  to  a Plan  ("parties  in interest"  and  "disqualified
persons").  Such  transactions are  treated  as "prohibited  transactions" under
Sections 406 and 407 of ERISA and excise taxes are imposed upon such persons  by
Section 4975 of the Code.
 
    An  investment in Certificates by  a Plan might result  in the assets of the
Trust being deemed  to constitute  Plan assets, which  in turn  might mean  that
certain  aspects of such investment, including the operation of the Trust, might
be prohibited transactions under ERISA and the Code. Neither ERISA nor the  Code
defines  the term "plan  assets." Under Section 2510.3-101  of the United States
Department of Labor ("DOL") regulations (the "Regulation"), a Plan's assets  may
include  an interest in the underlying assets of an entity (such as a trust) for
certain purposes, including the prohibited  transaction provisions of ERISA  and
the  Code, if  the Plan  acquires an  "equity interest"  in such  entity, unless
certain exceptions apply. The  Seller believes that  the Certificates will  give
Certificateholders  an  equity  interest  in  the  Trust  for  purposes  of  the
Regulation and can give no assurance that the Certificates will qualify for  any
of the exceptions under the Regulation. As a result, the assets of the Trust may
be considered the assets of any Plan which acquires a Certificate.
 
                                       47

   
    The  DOL has issued individual  exemptions, Prohibited Transaction Exemption
("PTE") 95-89, Exemption Application No. D-10046, 60 Fed. Reg. 49011 (1995),  to
Banc  One Capital Corporation, and PTE  89-89, as amended, Exemption Application
No. D-6446, 54 Fed. Reg. 42,589  (1989), to Salomon Brothers Inc  (collectively,
the  "Exemption"). The Exemption  generally exempts from  the application of the
prohibited transaction provisions of Section 406  of ERISA and the excise  taxes
imposed  on such prohibited transactions pursuant  to Section 4975(a) and (b) of
the Code  and Section  502(i)  of ERISA  certain  transactions relating  to  the
initial  purchase, holding  and subsequent  resale by  Plans of  certificates in
pass-through trusts  that  consist  of  certain  receivables,  loans  and  other
obligations  that  meet  the  conditions  and  requirements  set  forth  in  the
Exemption. The  receivables  covered  by the  Exemption  include  motor  vehicle
installment  obligations such as  the Receivables. The  Seller believes that the
Exemption will  apply to  the acquisition,  holding and  resale of  the Class  A
Certificates by a Plan and that all conditions of the Exemption other than those
within the control of the investors have been or will be met.
    
 
    The Exemption sets forth six general conditions that must be satisfied for a
transaction  involving the acquisition of the Class  A Certificates by a Plan to
be eligible for the exemptive relief thereunder:
 
        (1) the acquisition of the  Class A Certificates by  a Plan is on  terms
    (including  the price  for the  Class A Certificates)  that are  at least as
    favorable to the Plan as they  would be in an arm's-length transaction  with
    an unrelated party;
 
        (2)  the  rights and  interests evidenced  by  the Class  A Certificates
    acquired by a Plan are not subordinated to the rights and interest evidenced
    by other certificates of the Trust;
 
        (3) the Class A Certificates acquired by the Plan have received a rating
    at the time of such acquisition that is in one of the three highest  generic
    rating categories from any one of four rating entities;
 
        (4)  the  Trustee  is  not  an affiliate  of  any  other  member  of the
    "Restricted Group",  which consists  of the  Underwriters, the  Seller,  the
    Trustee,  the Servicer, each subservicer, each  insurer and any Obligor with
    respect to the Receivables included in  the Trust constituting more than  5%
    of the aggregate unamortized principal balance of the assets of the Trust as
    of  the  date of  initial  issuance of  the  Class A  Certificates,  and any
    affiliate of such parties.
 
        (5) the sum of all payments made to and retained by the Underwriters  in
    connection with the offering of the Class A Certificates represents not more
    than  reasonable compensation for placing the  Class A Certificates. The sum
    of all payments  made to and  retained by the  Servicer represents not  more
    than  the  reasonable compensation  for  the Servicer's  services  under the
    Agreement  and  reimbursement  of  the  Servicer's  reasonable  expenses  in
    connection therewith; and
 
        (6)  the  Plan  investing  in  the  Class  A  Certificates  must  be  an
    "accredited investor" as defined  in Rule 501(a)(1) of  Regulation D of  the
    Commission under the Securities Act.
 
    Because  the  rights and  interests evidenced  by  the Class  A Certificates
acquired by a Plan are not subordinated to the rights and interests evidenced by
other certificates of the Trust, the second general condition set forth above is
satisfied. It is a condition  of the issuance of  the Class A Certificates  that
they  be rated in the highest rating  category by a nationally recognized rating
agency and thus the third general condition should be satisfied. The Seller  and
the  Servicer expect that the  fourth general condition set  forth above will be
satisfied with  respect to  the Class  A  Certificates. A  fiduciary of  a  Plan
contemplating  purchasing a Class A certificate  must make its own determination
that the  first, fifth  and sixth  general conditions  set forth  above will  be
satisfied with respect to the Class A Certificates.
 
    If  the general conditions of the Exemption are satisfied, the Exemption may
provide relief from the  restrictions imposed by Sections  406(a) and 407(a)  of
ERISA as well as the excise taxes imposed by Section 4975(a) and (b) of the Code
by  reason of Section 4975(c)(1)(A) through (D)  of the Code, in connection with
the direct  or indirect  sale, exchange,  transfer  or holding  of the  Class  A
Certificates  by a Plan. However, no exemption is provided from the restrictions
of Sections 406(a)(1)(E),  406(a)(2) and  407 of  ERISA for  the acquisition  or
holding  of a Class A Certificate on behalf  of an "Excluded Plan" by any person
who has
 
                                       48

discretionary authority or renders investment advice with respect to the  assets
of such Excluded Plan. For purposes of the Class A Certificates an Excluded Plan
is a Plan sponsored by any member of the Restricted Group.
 
    If  certain specific  conditions of  the Exemption  are also  satisfied, the
Exemption may provide relief from the restrictions imposed by Sections 406(b)(1)
and (b)(2) and 407(a) of ERISA and the taxes imposed by Section 4975(a) and  (b)
of  the Code by reason  of Section 4975(c)(1)(E) of  the Code in connection with
the  direct  or  indirect  sale,  exchange,  transfer  or  holding  of  Class  A
Certificates  in the initial issuance of Class A Certificates between the Seller
or the Underwriters and a Plan other  than an Excluded Plan when the person  who
has  discretionary authority  or renders investment  advice with  respect to the
investment of Plan assets  in the Class  A Certificates is  (a) an Obligor  with
respect  to 5% or  less of the  fair market value  of the Receivables  or (b) an
affiliate of such person.
 
    The Exemption  also  may provide  relief  from the  restriction  imposed  by
Sections   406(a)  and  407(a)  of  ERISA  and  the  taxes  imposed  by  Section
4975(c)(1)(A) through  (D)  of the  Code  if  such restrictions  are  deemed  to
otherwise apply merely because a person is deemed to be a party in interest or a
disqualified  person with  respect to an  investing Plan by  virtue of providing
services to a Plan  (or by virtue of  having certain specified relationships  to
such  a  person)  solely  as  a  result of  such  Plan's  ownership  of  Class A
Certificates.
 
    Before purchasing a Class A Certificate, a fiduciary of a Plan should itself
confirm (a) that the Class A Certificates constitute "certificates" for purposes
of the Exemption and (b) that the specific conditions set forth in Section II of
the Exemption and  the other  requirements set forth  in the  Exemption will  be
satisfied.
 
    Any  Plan fiduciary considering whether to purchase a Class A Certificate on
behalf of a Plan should consult with its counsel regarding the applicability  of
the  fiduciary responsibility and prohibited transaction provisions of ERISA and
the Code to such investment.
 
    Because the Class  B Certificates are  subordinate interests, the  Exemption
will  not  be  available  for  Class B  Certificates.  Accordingly,  no  Class B
Certificate may be purchased by or otherwise transferred to a Plan other than an
"insurance company general account" as defined  in, and which complies with  the
provisions  of,  PTE  95-60 which  may  be  deemed to  be  holding  Plan assets.
Furthermore, each  purchaser of  Class B  Certificates will  be deemed  to  have
represented  that  it  is  not  acquiring  Class  B  Certificates,  directly  or
indirectly, for or on behalf of a Plan other than an "insurance company  general
account" as defined in, and which complies with the provisions of, PTE 95-60. If
Definitive  Certificates are  issued, each transferee  of a  Class B Certificate
will be required to  deliver to the  Trustee a certificate  to such effect.  Any
purchaser  whose  source  of funds  for  the  purchase of  Class  B Certificates
includes such  assets of  an  insurance company  general account  should  itself
confirm  that  all  applicable  requirements  set forth  in  PTE  95-60  will be
satisfied, particularly  the requirement  (set  forth in  Section IV(c)  of  PTE
95-60)  that neither the  insurance company nor  an affiliate thereof  will be a
party in interest  or disqualified person  in connection with  the purchase  and
holding  of Class B  Certificates or the servicing,  management and operation of
the Trust.
 
                                       49

                                  UNDERWRITING
 
    Subject to the terms and conditions set forth in the underwriting  agreement
relating  to  the Certificates  (the "Underwriting  Agreement"), the  Seller has
agreed to  sell to  each  of the  Underwriters  named below  (collectively,  the
"Underwriters"),  and each of the Underwriters has severally agreed to purchase,
the principal balance of each Class of Certificates set forth opposite its  name
below:
 
   


                                                              PRINCIPAL         PRINCIPAL
                                                               BALANCE           BALANCE
                                                              OF CLASS A        OF CLASS B
UNDERWRITERS                                                 CERTIFICATES      CERTIFICATES
- ---------------------------------------------------------  ----------------  ----------------
                                                                       
Banc One Capital Corporation.............................   $  146,729,500   $   6,113,865.77
Salomon Brothers Inc.....................................   $  146,729,500   $   6,113,865.76
                                                           ----------------  ----------------
      Total..............................................   $  293,459,000   $  12,227,731.53
                                                           ----------------  ----------------
                                                           ----------------  ----------------

    
 
    The  Seller has been advised by the  Underwriters that they propose to offer
the Certificates to the public initially at the public offering prices set forth
on the cover page of this Prospectus, and to certain dealers at such prices less
a concession of 0.  % per Class A Certificate and 0.  % per Class B Certificate;
that the Underwriters and such dealers may allow a discount of 0.  % per Class A
Certificate and 0.   %  per Class  B Certificate on  the sale  to certain  other
dealers;  and that  after the initial  public offering of  the Certificates, the
public offering  prices and  the concessions  and discounts  to dealers  may  be
changed by the Underwriters.
 
    The  Seller has agreed to indemnify the several Underwriters against certain
liabilities, including civil liabilities under the Securities Act, or contribute
to payments which the Underwriters may be required to make in respect thereof.
 
    The Trustee or the Collateral Agent, as applicable, may, from time to  time,
invest  the  funds in  the Accounts  in Eligible  Investments acquired  from the
Underwriters.
 
    After the initial distribution of the Certificates by the Underwriters, this
Prospectus may be  used by  Banc One Capital  Corporation, an  affiliate of  the
Seller,  the Servicer and  the Subservicer, in connection  with offers and sales
relating to market  making transactions  in the Certificates.  Banc One  Capital
Corporation  may act as principal or agent in such transactions. Such sales will
be made at prices related to prevailing market prices at the time of sale.
 
                          NOTICE TO CANADIAN RESIDENTS
 
RESALE RESTRICTIONS
 
    The distribution  of the  Certificates in  Canada is  being made  only on  a
private  placement basis exempt from the  requirement that the Trust prepare and
file a prospectus with  the securities regulatory  authorities in each  province
where  trades of the  Certificates are effected. Accordingly,  any resale of the
Certificates in Canada  must be  made in accordance  with applicable  securities
laws  which  will vary  depending on  the relevant  jurisdiction, and  which may
require resales to be made in accordance with available statutory exemptions  or
pursuant  to  a  discretionary  exemption  granted  by  the  applicable Canadian
securities regulatory authority.  Purchasers are  advised to  seek legal  advice
prior to any resale of the Certificates.
 
REPRESENTATIONS OF PURCHASERS
 
    Each   purchaser  of  Certificates   in  Canada  who   receives  a  purchase
confirmation will be deemed to represent to the Seller, the Trust and the dealer
from whom such  purchase confirmation  is received  that (i)  such purchaser  is
entitled   under  applicable   provincial  securities  laws   to  purchase  such
Certificates without the benefit of a prospectus qualified under such securities
laws, (ii) where required by law, that such purchaser is purchasing as principal
and not as agent,  and (iii) such  purchaser has reviewed  the text above  under
"Resale Restrictions."
 
RIGHTS OF ACTION AND ENFORCEMENT
 
    The  securities  being offered  are those  of a  foreign issuer  and Ontario
purchasers will  not  receive the  contractual  right of  action  prescribed  by
section  32  of  the  Regulation  under  the  SECURITIES  ACT  (Ontario).  As  a
 
                                       50

result, Ontario purchasers must  rely on other remedies  that may be  available,
including  common law rights  of action for  damages or rescission  or rights of
action under the civil liability provisions of the U.S. federal securities laws.
 
    The Trust, the  Seller, the Servicer  and the Trustee  and their  respective
directors  and officers,  if any, as  well as  the experts named  herein, may be
located outside of Canada and, as a  result, it may not be possible for  Ontario
purchasers  to effect service of  process within Canada upon  the Issuer or such
persons. All or  a substantial  portion of  the assets  of the  Issuer and  such
persons  may  be located  outside of  Canada and,  as  a result,  it may  not be
possible to satisfy a judgment against the  Issuer or such persons in Canada  or
to enforce a judgment obtained in Canadian courts against such Issuer or persons
outside of Canada.
 
NOTICE TO BRITISH COLUMBIA RESIDENTS
 
    A  purchaser  of  the  Certificates  to  whom  the  SECURITIES  ACT (British
Columbia) applies is advised  that such purchaser is  required to file with  the
British  Columbia Securities Commission a report within  ten days of the sale of
any of the Certificates  acquired by such purchaser  pursuant to this  offering.
Such  report  must  be  in  the form  attached  to  British  Columbia Securities
Commission Blanket  Order BOR  #88/5. Only  one  such report  must be  filed  in
respect  of  the Certificates  acquired  on the  same  date and  under  the same
prospectus exemption.
 
                                 LEGAL MATTERS
 
    The validity  of the  Certificates will  be passed  upon for  the Seller  by
Squire, Sanders & Dempsey, Columbus, Ohio, and for the Underwriters by Stroock &
Stroock  & Lavan, New York, New York. Certain Federal income tax matters will be
passed upon for the Seller by Squire, Sanders & Dempsey.
 
                                       51

                                    ANNEX I
                        GLOBAL CLEARANCE, SETTLEMENT AND
                          TAX DOCUMENTATION PROCEDURES
 
    Except  in certain limited circumstances,  the globally offered Certificates
of Banc  One  Auto  Grantor  Trust 1996-B  (the  "Global  Securities")  will  be
available  only in book-entry form. Investors  in the Global Securities may hold
such Global  Securities through  any  of DTC,  Cedel  or Euroclear.  The  Global
Securities will be tradeable as home market instruments in both the European and
U.S.  domestic markets. Initial settlement and  all secondary trades will settle
in same-day funds.
 
    Secondary market trading between investors holding Global Securities through
Cedel and Euroclear  will be conducted  in the ordinary  way in accordance  with
their  normal rules and operating procedures and in accordance with conventional
eurobond practice (i.e., seven calendar day settlement).
 
    Secondary market trading between investors holding Global Securities through
DTC will be conducted according to  the rules and procedures applicable to  U.S.
corporate debt obligations.
 
    Secondary   cross-market  trading   between  Cedel  or   Euroclear  and  DTC
Participants holding Certificates will be effected on a delivery-against-payment
basis through  the  respective Depositories  of  Cedel and  Euroclear  (in  such
capacity) and as DTC Participants.
 
    Non-U.S.  holders (as described below) of  Global Securities will be subject
to U.S.  withholding taxes  unless such  holders meet  certain requirements  and
deliver  appropriate U.S. tax documents to the securities clearing organizations
or their Participants.
 
INITIAL SETTLEMENT
 
    All Global Securities will be held in book-entry form by DTC in the name  of
Cede  as nominee of DTC.  Investors' interests in the  Global Securities will be
represented through financial institutions acting on their behalf as direct  and
indirect  Participants  in  DTC. As  a  result,  Cedel and  Euroclear  will hold
positions on behalf of their Participants through their respective Depositories,
which in turn will hold such positions in accounts as DTC Participants.
 
    Investors electing to hold their  Global Securities through DTC will  follow
the  settlement  practices specified  by  the Underwriters.  Investor securities
custody accounts  will  be  credited  with their  holdings  against  payment  in
same-day funds on the settlement date.
 
    Investors  electing  to  hold  their  Global  Securities  through  Cedel  or
Euroclear  accounts  will  follow   the  settlement  procedures  applicable   to
conventional eurobonds, except that there will be no temporary global securities
and no "lock-up" or restricted period. Global Securities will be credited to the
securities  custody accounts on the settlement  date against payment in same-day
funds.
 
SECONDARY MARKET TRADING
 
    Since the purchaser  determines the place  of delivery, it  is important  to
establish  at the  time of  the trade  where both  the purchaser's  and seller's
accounts are located to insure that settlement can be made on the desired  value
date.
 
    TRADING  BETWEEN  DTC PARTICIPANTS.   Secondary  market trading  between DTC
Participants will be settled in same-day funds.
 
    TRADING BETWEEN  CEDEL  AND/OR  EUROCLEAR PARTICIPANTS.    Secondary  market
trading  between Cedel  Participants or  Euroclear Participants  will be settled
using the procedures applicable to conventional eurobonds in same-day funds.
 
    TRADING BETWEEN DTC SELLER  AND CEDEL OR EUROCLEAR  PURCHASER.  When  Global
Securities  are to be transferred  from the account of  a DTC Participant to the
account of a Cedel  Participant or a Euroclear  Participant, the purchaser  will
send instructions to Cedel or Euroclear through a Cedel Participant or Euroclear
Participant  at least one  business day prior to  settlement. Cedel or Euroclear
will instruct the  respective Depository,  as the case  may be,  to receive  the
Global  Securities against payment. Payment will include interest accrued on the
Global Securities  from  and including  the  last  coupon payment  date  to  and
excluding the settlement date, on the basis of the actual number of days in such
accrual period and year
 
                                       52

assumed  to consist of  360 days. For  transactions settling on  the 31st of the
month, payment will include interest accrued  to and excluding the first day  of
the  following month. Payment will then be  made by the respective Depository of
the DTC Participant's account against  delivery of the Global Securities.  After
settlement  has been  completed, the Global  Securities will be  credited to the
respective clearing system and  by the clearing system,  in accordance with  its
usual procedures, to the Cedel Participant's or Euroclear Participant's account.
The securities credit will appear the next day (European time) and the cash debt
will  be back-valued to, and  the interest on the  Global Securities will accrue
from, the value date (which would be the preceding day when settlement  occurred
in  New York). If settlement is not  completed on the intended value date (i.e.,
the trade fails), the Cedel or Euroclear cash debt will be valued instead as  of
the actual settlement date.
 
    Cedel Participants and Euroclear Participants will need to make available to
the  respective clearing systems  the funds necessary  to process same-day funds
settlement. The  most direct  means of  doing  so is  to preposition  funds  for
settlement,  either from cash on hand or existing lines of credit, as they would
for any settlement  occurring within  Cedel or Euroclear.  Under this  approach,
they  may  take  on credit  exposure  to  Cedel or  Euroclear  until  the Global
Securities are credited to their accounts one day later.
 
    As an alternative, if Cedel  or Euroclear has extended  a line of credit  to
them,  Cedel Participants or Euroclear Participants can elect not to preposition
funds and allow that  credit line to  be drawn upon  to finance the  settlement.
Under  this procedure,  Cedel Participants or  Euroclear Participants purchasing
Global Securities  would incur  overdraft  charges for  one day,  assuming  they
cleared  the  overdraft  when  the  Global  Securities  were  credited  to their
accounts. However, interest on the Global Securities would accrue from the value
date. Therefore, in many  cases the investment income  on the Global  Securities
earned  during that one-day period may substantially reduce or offset the amount
of such  overdraft charges,  although  this result  will  depend on  each  Cedel
Participant's or Euroclear Participant's particular cost of funds.
 
    Since  the settlement  is taking place  during New York  business hours, DTC
Participants can employ their usual procedures for sending Global Securities  to
the  respective European  Depository for  the benefit  of Cedel  Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller on
the settlement date. Thus,  to the DTC  Participants a cross-market  transaction
will settle no differently than a trade between two DTC Participants.
 
    TRADING  BETWEEN CEDEL OR EUROCLEAR  SELLER AND DTC PURCHASER.   Due to time
zone differences in their favor,  Cedel Participants and Euroclear  Participants
may   employ  their  customary  procedures  for  transactions  in  which  Global
Securities are to be transferred by the respective clearing system, through  the
respective  Depository, to a DTC Participant.  The seller will send instructions
to Cedel or Euroclear  through a Cedel Participant  or Euroclear Participant  at
least  one business day prior  to settlement. In these  cases Cedel or Euroclear
will instruct the respective Depository,  as appropriate, to deliver the  Global
Securities  to  the  DTC  Participant's account  against  payment.  Payment will
include interest accrued on  the Global Securities from  and including the  last
interest payment to and excluding the settlement date on the basis of the actual
number of days in such accrual period and a year assumed to consist of 360 days.
For  transactions  settling  on the  31st  of  the month,  payment  will include
interest accrued to  and excluding  the first day  of the  following month.  The
payment  will  then be  reflected in  the  account of  the Cedel  Participant or
Euroclear Participant the following day, and receipt of the cash proceeds in the
Cedel Participant's or Euroclear Participant's  account would be back-valued  to
the  value date (which would  be the preceding day,  when settlement occurred in
New York). Should the Cedel Participant or Euroclear Participant have a line  of
credit  with  its  respective  clearing  system  and  elect  to  be  in  debt in
anticipation of receipt of the sale proceeds in its account, the  back-valuation
will  extinguish any overdraft incurred over  that one-day period. If settlement
is not completed on the intended value date (i.e., the trade fails), receipt  of
the  cash proceeds in the Cedel Participant's or Euroclear Participant's account
would instead be valued as of the actual settlement date.
 
    Finally, day traders that  use Cedel or Euroclear  and that purchase  Global
Securities from DTC Participants for delivery to Cedel Participants or Euroclear
Participants  should note that these trades would automatically fail on the sale
side unless affirmative action were taken.  At least three techniques should  be
readily available to eliminate this potential problem:
 
                                       53

        (a) borrowing through Cedel or Euroclear for one day (until the purchase
    side  of the day trade is reflected in their Cedel or Euroclear accounts) in
    accordance with the clearing system's customary procedures;
 
        (b) borrowing the Global Securities in  the U.S. from a DTC  Participant
    no  later than  one day  prior to  settlement, which  would give  the Global
    Securities sufficient  time to  be  reflected in  their Cedel  or  Euroclear
    account in order to settle the sale side of the trade; or
 
        (c)  staggering the value dates for the  buy and sell sides of the trade
    so that the value date for the purchase from the DTC Participant is at least
    one day prior to  the value date  for the sale to  the Cedel Participant  or
    Euroclear Participant.
 
CERTAIN U.S. FEDERAL WITHHOLDING TAXES AND DOCUMENTATION REQUIREMENTS
 
    A  beneficial  owner of  Global Securities  through  Cedel or  Euroclear (or
through DTC if the holder  has an address outside the  U.S.) will be subject  to
30%  U.S.  withholding  tax  that  generally  applies  to  payments  of interest
(including original issue discount) on  registered debt issued by U.S.  Persons,
unless  (i) each clearing system, bank or other financial institution that holds
customers' securities in  the ordinary course  of its trade  or business in  the
chain  of  intermediaries  between such  beneficial  owner and  the  U.S. entity
required to withhold tax complies with applicable certification requirements and
(ii) such  beneficial  owners take  one  of the  following  steps to  obtain  an
exemption or reduced tax rate:
 
    EXEMPTION  FOR NON-U.S.  PERSONS (FORM  W-8).   Beneficial owners  of Global
Securities that are non-U.S.  Persons can obtain a  complete exemption from  the
withholding  tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes,  a new Form W-8 must be filed  within
30 days of such change.
 
    EXEMPTION  FOR  NON-U.S.  PERSONS WITH  EFFECTIVELY  CONNECTED  INCOME (FORM
4224).  A non-U.S. Person, including a non-U.S. corporation or bank with a  U.S.
branch,  for which the interest income is effectively connected with its conduct
of a trade or business  in the United States, can  obtain an exemption from  the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on Income
Effectively  Connected with  the Conduct  of a Trade  or Business  in the United
States).
 
    EXEMPTION OR REDUCED RATE FOR NON-U.S. PERSONS RESIDENT IN TREATY  COUNTRIES
(FORM  1001).  Non-U.S. Persons that  are beneficial owners of Global Securities
residing in a country that has a tax treaty with the United States can obtain an
exemption or reduced  tax rate (depending  on the treaty  terms) by filing  Form
1001  (Ownership, Exemption or Reduced Rate Certificate). If the treaty provides
for a reduced  rate, withholding tax  will be  imposed at that  rate unless  the
filer   alternatively  files   Form  W-8.  Form   1001  may  be   filed  by  the
Certificateholder or his agent.
 
    EXEMPTION FOR U.S. PERSONS (FORM W-9).   U.S. Persons can obtain a  complete
exemption  from  the withholding  tax by  filing Form  W-9 (Payer's  Request for
Taxpayer Identification Number and Certification).
 
    U.S. FEDERAL  INCOME  TAX REPORTING  PROCEDURE.    The holder  of  a  Global
Securities or, in the case of a Form 1001 or a Form 4224 filer, his agent, files
by  submitting the  appropriate form  to the person  through whom  it holds (the
clearing agency, in the  case of persons  holding directly on  the books of  the
clearing  agency). Form W-8 and Form 1001 are effective for three calendar years
and Form 4224 is effective for one calendar year.
 
    The term "U.S. Person" means (i) a citizen or resident of the United States,
(ii) a corporation or partnership organized in  or under the laws of the  United
States  or any  political subdivision  thereof or (iii)  an estate  or trust the
income of which is  includible in gross income  for United States tax  purposes,
regardless  of its source.  This summary of  documentation requirements does not
deal with  all  aspects of  U.S.  Federal income  tax  withholding that  may  be
relevant  to foreign holders of the  Global Securities. Investors are advised to
consult their own tax advisors for specific tax advice concerning their  holding
and disposing of the Global Securities.
 
                                       54

                            INDEX OF PRINCIPAL TERMS
 
   


                                                                                                                PAGE
                                                                                                                -----
                                                                                                          
Accounts...................................................................................................          28
Aggregate Net Losses.......................................................................................          33
Agreement..................................................................................................           3
Arizona UCC................................................................................................          10
APR........................................................................................................           4
Bank.......................................................................................................           3
BANC ONE...................................................................................................          21
Business Day...............................................................................................           5
Call Report................................................................................................          22
Cede.......................................................................................................           2
Cedel......................................................................................................           1
Cedel Participants.........................................................................................          24
Closing Date...............................................................................................          10
Collection Account.........................................................................................          27
Collection Period..........................................................................................           6
Certificate Owner..........................................................................................          23
Certificateholders.........................................................................................           5
Certificates...............................................................................................           1
Charge-off Rate............................................................................................          33
Class......................................................................................................           3
Class A Certificateholders.................................................................................           5
Class A Certificates.......................................................................................           1
Class A Distribution Account...............................................................................          27
Class A Interest Carryover Shortfall.......................................................................          31
Class A Interest Distribution..............................................................................          31
Class A Monthly Interest...................................................................................           5
Class A Monthly Principal..................................................................................           6
Class A Pass-Through Rate..................................................................................           4
Class A Percentage.........................................................................................           3
Class A Pool Factor........................................................................................          21
Class A Principal Balance..................................................................................           5
Class A Principal Carryover Shortfall......................................................................          31
Class A Principal Distribution.............................................................................          32
Class B Certificateholders.................................................................................           5
Class B Certificates.......................................................................................           1
Class B Distribution Account...............................................................................          27
Class B Interest Carryover Shortfall.......................................................................          32
Class B Interest Distribution..............................................................................          31
Class B Monthly Interest...................................................................................           5
Class B Monthly Principal..................................................................................           6
Class B Pass-Through Rate..................................................................................           5
Class B Percentage.........................................................................................           3
Class B Pool Factor........................................................................................          21
Class B Principal Balance..................................................................................          32
Class B Principal Carryover Shortfall......................................................................          32
Class B Principal Distribution.............................................................................          32
Closing Date...............................................................................................           4
Code.......................................................................................................           9
Collateral Agent...........................................................................................           3
Collection Account.........................................................................................          27

    
 
   
                                       55
    

   


                                                                                                                PAGE
                                                                                                                -----
Collection Period..........................................................................................           6
                                                                                                          
Collections................................................................................................          30
Commission.................................................................................................           2
Cooperative................................................................................................          25
Cutoff Date................................................................................................           1
Dealer Agreements..........................................................................................          14
Dealers....................................................................................................          14
Definitive Certificates....................................................................................          23
Delinquency Percentage.....................................................................................          34
Depositories...............................................................................................          23
Determination Date.........................................................................................          29
Direct Participants........................................................................................          23
Distribution Date..........................................................................................           5
Distribution Date Statement................................................................................          34
DOL........................................................................................................          47
DTC........................................................................................................           2
Eligible Deposit Account...................................................................................          28
Eligible Institution.......................................................................................          28
Eligible Investments.......................................................................................          28
Eligible Trust Company.....................................................................................          28
ERISA......................................................................................................           9
Euroclear..................................................................................................           1
Euroclear Operator.........................................................................................          25
Euroclear Participants.....................................................................................          25
Events of Servicing Termination............................................................................          36
Exchange Act...............................................................................................           2
Excluded Plan..............................................................................................          48
Exemption..................................................................................................          48
Final Scheduled Distribution Date..........................................................................           1
Final Scheduled Maturity Date..............................................................................           4
Financed Vehicles..........................................................................................           4
FTC Rule...................................................................................................          42
Global Securities..........................................................................................          52
Holders....................................................................................................          26
Indirect Participants......................................................................................          23
Insolvency Laws............................................................................................          22
Interest Collections.......................................................................................          30
Issuer.....................................................................................................           3
IRS........................................................................................................          43
Liquidated Receivables.....................................................................................          30
Liquidation Proceeds.......................................................................................          30
Loan Purchase and Servicing Agreement......................................................................           4
Loan Sale Agreement........................................................................................           4
Motor Vehicle Loans........................................................................................          14
Obligors...................................................................................................           4
OCC........................................................................................................          43
Ohio UCC...................................................................................................          10
OID........................................................................................................          44
Original Class A Principal Balance.........................................................................           3
Original Class B Principal Balance.........................................................................           3
Original Pool Balance......................................................................................           7
Originators................................................................................................          13

    
 
                                       56

   


                                                                                                                PAGE
                                                                                                                -----
Paid-Ahead Period..........................................................................................          20
                                                                                                          
Paid-Ahead Receivable......................................................................................          20
Participants...............................................................................................          23
Plan.......................................................................................................           9
Pool Balance...............................................................................................           7
Principal Collections......................................................................................           6
PTE........................................................................................................          48
Purchase Amount............................................................................................          27
Purchase Price.............................................................................................          44
Rating Agency..............................................................................................           8
Realized Losses............................................................................................          32
Receivable File............................................................................................          27
Receivables................................................................................................           1
Record Date................................................................................................           5
Recoveries.................................................................................................          30
Registration Statement.....................................................................................           2
Regulation.................................................................................................          47
Reserve Fund...............................................................................................           6
Restricted Group...........................................................................................          48
Retained Yield.............................................................................................          44
Rules......................................................................................................          24
Securities Act.............................................................................................           2
Seller.....................................................................................................           3
Servicer...................................................................................................           3
Servicing Fee..............................................................................................           8
Servicing Fee Rate.........................................................................................           8
Shortfall Amount...........................................................................................          46
Simple Interest Receivable.................................................................................          17
Specified Reserve Balance..................................................................................           7
Subservicer................................................................................................           3
Terms and Conditions.......................................................................................          25
Trust......................................................................................................           3
Trustee....................................................................................................           3
Trust Property.............................................................................................           4
UCC........................................................................................................          10
Underwriters...............................................................................................          50
Underwriting Agreement.....................................................................................          50
U.S. Person................................................................................................          54
Valley National............................................................................................           3

    
 
                                       57

- --------------------------------------------
                                    --------------------------------------------
- --------------------------------------------
                                    --------------------------------------------
 
NO  DEALER,  SALESPERSON  OR  OTHER  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE ANY
INFORMATION OR  TO  MAKE  ANY  REPRESENTATIONS OTHER  THAN  THOSE  CONTAINED  OR
INCORPORATED  BY REFERENCE IN THIS PROSPECTUS  IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS  AND, IF GIVEN  OR MADE, SUCH  INFORMATION OR  REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE SELLER, THE SERVICER OR
THE  UNDERWRITERS. THIS PROSPECTUS DOES NOT  CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED  OR
IN  WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO
OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
   


                                                      PAGE
                                                      -----
                                                
Reports to Certificateholders....................           2
Available Information............................           2
Incorporation of Certain Documents by
 Reference.......................................           2
Summary of Terms.................................           3
Risk Factors.....................................          10
Formation of the Trust...........................          12
The Trust Property...............................          13
The Portfolio of Motor Vehicle Loans.............          13
The Receivables Pool.............................          17
Maturity and Prepayment Assumptions..............          20
Yield Considerations.............................          21
Pool Factors and Trading Information.............          21
Use of Proceeds..................................          21
The Seller.......................................          21
The Servicer and the Subservicer.................          22
The Certificates.................................          23
Certain Legal Aspects of the Receivables.........          39
Federal Income Tax Consequences..................          43
State and Local Tax Consequences.................          47
ERISA Considerations.............................          47
Underwriting.....................................          50
Notice to Canadian Residents.....................          50
Legal Matters....................................          51
Annex I..........................................          52
Index of Principal Terms.........................          55

    
 
                            ------------------------
 
   
UNTIL SEPTEMBER     , 1996  (90 DAYS  AFTER THE  DATE OF  THIS PROSPECTUS),  ALL
DEALERS EFFECTING TRANSACTIONS IN THE CERTIFICATES, WHETHER OR NOT PARTICIPATING
IN  THIS  DISTRIBUTION, MAY  BE REQUIRED  TO  DELIVER A  PROSPECTUS. THIS  IS IN
ADDITION TO THE  OBLIGATION OF DEALERS  TO DELIVER A  PROSPECTUS WHEN ACTING  AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
    
 
   
                                $305,686,731.53
                          BANC ONE AUTO GRANTOR TRUST
                                     1996-B
    
 
   
                                $293,459,000.00
                                  CLASS A    %
                           ASSET BACKED CERTIFICATES
    
 
   
                                 $12,227,731.53
                                  CLASS B    %
                           ASSET BACKED CERTIFICATES
    
 
   
                            BANC ONE ABS CORPORATION
    
                                     SELLER
 
   
                             BANK ONE, ARIZONA, NA
    
                                    SERVICER
 
                             ---------------------
 
   
                                   PROSPECTUS
                                 JUNE   , 1996
    
 
                             ---------------------
 
   
                          BANC ONE CAPITAL CORPORATION
    
 
   
                              SALOMON BROTHERS INC
    
 
- --------------------------------------------
                                    --------------------------------------------
- --------------------------------------------
                                    --------------------------------------------

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
    The  following is an itemized list of  the estimated expenses to be incurred
in connection with the offering of the securities being offered hereunder  other
than underwriting discounts and commissions.
 
   

                                                                         
SEC Registration Fee......................................................  $ 105,410
Printing and Engraving....................................................  $  45,000
Trustee's Fees............................................................  $   4,000
Legal Fees and Expenses...................................................  $ 100,000
Blue Sky Fees and Expenses................................................  $  30,000
Accountant's Fees and Expenses............................................  $  50,000
Rating Agency Fees........................................................  $ 193,542
Miscellaneous Fees and Expenses...........................................  $   5,048
                                                                            ---------
    Total Expenses........................................................  $ 533,000
                                                                            ---------
                                                                            ---------

    
 
   
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
    
 
    Section 1701.13(E) of the Ohio General Corporation Law sets forth provisions
which  define the extent  which a corporation  may indemnify directors, officers
and employees. Those provisions have been  adopted by the Registrant in  Article
VI of Registrant's Code of Regulations, which provides as follows:
 
        The  Corporation  may  indemnify  any director  or  officer,  any former
    director or officer of the Corporation and  any person who is or has  served
    at  the request of the Corporation as  a director, officer or trustee of any
    other corporation,  partnership, joint  venture, trust  or other  enterprise
    (and  his heirs,  executors and administrators)  against expenses, including
    attorneys' fees, judgments, fines and  amounts paid in settlement,  actually
    and  reasonably incurred by him by reason of the fact that he is or was such
    director, officer or trustee in  connection with any threatened, pending  or
    completed   action,   suit   or   proceeding,   whether   civil,   criminal,
    administrative or investigative,  to the  full extent and  according to  the
    procedures and requirements set forth in the Ohio General Corporation Law as
    the  same may be in  effect from time to  time. The indemnification provided
    for herein shall not be deemed to  restrict the right of the Corporation  to
    (i)  indemnify  employees, agents  and others  permitted  by such  Law, (ii)
    purchase and maintain insurance or  provide similar protection on behalf  of
    directors,  officers  or  such other  persons  against  liabilities asserted
    against them or expenses  incurred by them arising  out of their service  to
    the Corporation as contemplated herein, and (iii) enter into agreements with
    such  directors,  officers, employees,  agents  or others  indemnifying them
    against any and all  liabilities (or such lesser  indemnification as may  be
    provided  in  such  agreement) asserted  against  them or  incurred  by them
    arising out of their service to the Corporation as contemplated herein.
 
    The  Registrant's   parent,  BANC   ONE   CORPORATION,  has   entered   into
indemnification  agreements with certain directors and executive officers of the
Registrant that provide for indemnification  unless the indemnitee's conduct  is
finally  adjudged by a court to  be knowingly fraudulent, deliberately dishonest
or willful misconduct.
 
    The  Underwriting  Agreement  filed  as  Exhibit  1.1  hereto  provides  for
indemnification  by  the  Underwriters  of  the  Registrant  and  its directors,
officers and  controlling  persons for  certain  liabilities arising  under  the
Securities Act of 1933 or otherwise.
 
                                      II-1

ITEM 16.  EXHIBITS
 
   

        
      1.1  Form of Underwriting Agreement
      3.1  Articles of Incorporation of Banc One ABS Corporation
      3.2  Code of Regulations of Banc One ABS Corporation
      4.1  Form of Pooling and Servicing Agreement
      4.2  Form of Certificate (included as part of Exhibit 4.1)
      5.1  Opinion of Squire, Sanders & Dempsey with respect to legality
           Opinion of Squire, Sanders & Dempsey with respect to federal income tax
      8.1   matters
     10.1  Form of Loan Sale Agreement
           Consent of Squire, Sanders & Dempsey (contained in Exhibit 5.1 and Exhibit
     23.1   8.1)
     24.1  Powers of Attorney (included as part of signature page)*

    
 
- ------------------------
   
*Previously filed.
    
 
ITEM 17.  UNDERTAKINGS
 
    The undersigned registrant hereby undertakes that:
 
        (1)  For purposes of determining any  liability under the Securities Act
    of 1933, as amended (the "Securities Act"), the information omitted from the
    form of prospectus filed as part of this registration statement in  reliance
    upon Rule 430A and contained in a form of prospectus filed by the registrant
    pursuant  to Rule 424(b)(1) or (4) or  497(h) under the Securities Act shall
    be deemed to be part  of this registration statement as  of the time it  was
    declared effective.
 
        (2)  For the purpose  of determining any  liability under the Securities
    Act, each post-effective amendment that contains a form of prospectus  shall
    be  deemed to  be a  new registration  statement relating  to the securities
    offered therein, and the  offering of such securities  at the time shall  be
    deemed to be the initial bona fide offering thereof.
 
        (3)  Insofar  as  indemnification  for  liabilities  arising  under  the
    Securities Act  may  be permitted  to  directors, officers  and  controlling
    persons   of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
    otherwise, the  Registrant has  been  advised that  in  the opinion  of  the
    Securities  and Exchange  Commission such indemnification  is against public
    policy as expressed in the Securities Act and is, therefore,  unenforceable.
    In  the  event that  a claim  for  indemnification against  such liabilities
    (other than the payment by the Registrant of expenses incurred or paid by  a
    director,  officer or controlling person of the Registrant in the successful
    defense of any  action, suit or  proceeding) is asserted  by such  director,
    officer  or  controlling  person  in connection  with  the  securities being
    registered, the Registrant will,  unless in the opinion  of its counsel  the
    matter  has  been settled  by controlling  precedent, submit  to a  court of
    appropriate jurisdiction the question whether such indemnification by it  is
    against  public  policy  as expressed  in  the  Securities Act  and  will be
    governed by the final adjudication of such issue.
 
        (4) For purposes of determining any liability under the Securities  Act,
    each  filing of the Registrant's annual  report pursuant to section 13(a) or
    section 15(d)  of the  Securities  Exchange Act  of  1934, as  amended  (the
    "Exchange  Act")  that  is  incorporated by  reference  in  the registration
    statement shall be deemed to be a new registration statement relating to the
    securities offered therein, and the offering of such securities at that time
    shall be deemed to be the initial bona fide offering thereof.
 
        (5) To  provide to  the Underwriters  at the  closing specified  in  the
    Underwriting  Agreement certificates in such denominations and registered in
    such names as required by the Underwriters to permit prompt delivery to each
    purchaser.
 
        (6) To file, during any period in which offers or sales are being  made,
    a post-effective amendment to this Registration Statement;
 
           (i)  To include  any prospectus required  by Section  10(a)(3) of the
       Securities Act of 1933;
 
                                      II-2

           (ii) To reflect in the Prospectus  any facts or events arising  after
       the  effective date  of the  registration statement  (or the  most recent
       post-effective  amendment  thereof)   which,  individually   or  in   the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement; and
 
          (iii)  To include any material information with respect to the plan of
       distribution not previously  disclosed in the  registration statement  or
       any material change to such information in the registration statement.
 
        (7)  That,  for  the  purpose of  determining  any  liability  under the
    Securities Act of 1933, each  such post-effective amendment shall be  deemed
    to  be  a  new registration  statement  relating to  the  securities offered
    therein, and the offering of such securities at that time shall be deemed to
    be the initial BONA FIDE offering thereof.
 
        (8) To remove from registration  by means of a post-effective  amendment
    any   of  the  securities  being  registered  which  remain  unsold  at  the
    termination of the offering.
 
                                      II-3

                                   SIGNATURES
 
   
    Pursuant  to the requirements  of the Securities  Act of 1933,  Banc One ABS
Corporation certifies that it  has reasonable grounds to  believe that it  meets
all  of  the  requirements for  filing  on Form  S-3  and has  duly  caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by  the
undersigned,  thereunto duly  authorized, in the  City of Columbus  and State of
Ohio on June 17, 1996.
    
 
                                          BANC ONE ABS CORPORATION
 
   
                                          By:         /s/ STEVEN R. BLUHM
    
                                             -----------------------------------
                                                     Steven R. Bluhm
                                                        President
 
   
    Pursuant to the requirements of the  Securities Act of 1933, this  Amendment
No.  1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
    
 
   
             SIGNATURE                         TITLE                  DATE
- -----------------------------------  -------------------------  ----------------
 
                                     President and Director
        /s/ STEVEN R. BLUHM           (principal executive,
- -----------------------------------   financial and accounting   June 17, 1996
          Steven R. Bluhm             officer)
 
      /s/ JEFFREY B. UPPERMAN
- -----------------------------------  Vice President and          June 17, 1996
        Jeffrey B. Upperman           Director
 
    
 
                                      II-4

                               INDEX TO EXHIBITS
 
   


  EXHIBIT
  NUMBER     EXHIBIT                                                                                              PAGE
- -----------  -------------------------------------------------------------------------------------------------  ---------
                                                                                                          
       1.1   Form of Underwriting Agreement
 
       3.1   Articles of Incorporation of Banc One ABS Corporation
 
       3.2   Code of Regulations of Banc One ABS Corporation
 
       4.1   Form of Pooling and Servicing Agreement
 
       4.2   Form of Certificate (included as part of Exhibit 4.1)
 
       5.1   Opinion of Squire, Sanders & Dempsey with respect to legality
 
       8.1   Opinion of Squire, Sanders & Dempsey with respect to federal income tax matters
 
      10.1   Form of Loan Sale Agreement
 
      23.1   Consent of Squire, Sanders & Dempsey (contained in Exhibit 5.1 and Exhibit 8.1)
 
      24.1   Powers of Attorney (included as part of signature page)*

    
 
- ------------------------
   
* Previously filed.