SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[ x] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended DECEMBER 31, 2002
or
[ ] Transition Report Pursuant to Section 13 or 15d of the Securities
Exchange Act of 1934
For the transition period from _____________ to ________
Commission file Number 333-03911-10
Banc One HELOC Trust 1998-1
(Exact name of registrant as specified in its charter)
United States 36-1248602
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o Bank One, NA Global Corporate Trust Services
55 West Monroe St.
IL1-0481
Chicago, IL 60670
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 312-336-9730
HELOC Asset-Backed Certificates, Series 1998-1
(Title of each class of securities covered by this Form)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
X - Yes No
PART I
Item 1. Business
Available Information: BANK ONE CORPORATION, the parent corporation of Bank
One, National Association, has an Internet website at www.bankone.com
which includes certain Trust reports. Electronic copies of the Trust's annual
report on Form 10-K and current reports on Form 8-K are available free of
charge by visiting the "Investor Relations" section of www.bankone.com. The
reports can be found under "Asset Backed Securities" in the Investor Relations
section of the website. These reports are posted as soon as reasonably
practicable after they are electronically filed with the Securities and
Exchange Commission.
Item 2. Properties
Not applicable on reliance of Relief Letters
Item 3. Legal Proceedings
There were no legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Security Holders.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder matters
The HELOC Asset-Backed Certificates, Series 1998-1 (the "Certificates")
representing investors' interests in the Trust are held and delivered in book-
entry form through the facilities of the Depository Trust Company ("DTC"), a
'clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. The Certificates are held in the
name of Cede & Co., the nominee of DTC. The records of DTC indicate that as of
December 31, 2002, there were 9 participants holding a position in the
Certificates.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
PART IV
Item 12. Security Ownership of Certain Beneficial Owners and Management
The Certificates are represented by one or more certificates registered in
the name of Cede & Co., the nominee of The Depository Trust Company. An
investor holding Certificates is not entitled to receive a certificate
representing such Certificates, except in limited circumstances.
Accordingly, Cede & Co. is the sole holder of the Certificates, which it
holds on behalf of brokers, dealers, banks and other participants in the DTC
system. Such participants may hold Certificates for their own accounts or
for the accounts of their customers. The following table, based on
information provided to the Trust by DTC, sets forth the identity of each DTC
participant that holds a position in the Certificates in excess of 5% at
December 31, 2002.
Number of % of
Certificates Ownership
JPMorgan Chase Bank 349,000 41.06%
Proxy/Class Actions/Bankruptcy
14201 Dallas Parkway
Dallas, TX 75254
State Street Bank and Trust Company 210,000 24.71%
1776 Heritage Dr.
Global Corp. Action Unit JAB 5NW
No. Quincy, MA 02171
Deutsche Bank Trust Company Americas 45,000 5.29%
648 Grassmere Park Road
Nashville, TN 37211
HSBC Bank USA Omnibus 74,000 8.71%
140 Broadway Level A525
William Penn Place, Ste 3148
New York, NY 10015
Mizuho Trust & Banking Co. (USA) 70,000 8.24%
666 Fifth Avenue, Suite 802
New York, NY 10103
Wells Fargo Bank Minnesota, N.A. 43,000 5.06%
C/O ADP Proxy Services
Edgewood, NY 11717
Item 13. Certain Relationships and Related Transactions.
None.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Not Applicable
2. Not Applicable
3. Exhibits
99.1 Annual Summary Statement
99.2 Annual Statement as to Compliance.
99.3 Annual Independent Public
Accountant's Servicing Report.
(b) Reports on Form 8-K
The registrant has filed Current Reports on Form 8-K with the
Securities and Exchange Commission dated:
January 22, 2002; February 20, 2002; March 20, 2002
April 22, 2002; May 20, 2002; June 20, 2002
July 22, 2002; August 20, 2002; September 20, 2002
October 21, 2002; November 20, 2002; December 20, 2002
(c) See (a) 3 above
(d) Not Applicable
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on April 11, 2003.
Bank One, National Association
As Servicer for Banc One HELOC Trust 1998-1
By: /s/ Jeffrey T. Rigg
Name: Jeffrey T. Rigg
Title: Senior Vice President
..
Signature Title
/s/ Jonathon D. Dargusch* Director
Jonathon D. Dargusch
/s/ Jean Hilliard* Director
Jean Hilliard
/s/ Melissa P. Ingwersen* Director and President
Melissa P. Ingwersen
/s/ William C.Leiter* Director
William C. Leiter
/s/ Stephen M. Samford* Director and Chairman
Stephen M. Samford
Date: April 11, 2003
* The undersigned, by signing his or her name hereto, does sign this Form 10-K
on behalf of each of the above-indicated officers and directors of the Servicer
pursuant to the power of attorney signed by such officers and directors.
By: /s/ Jeffrey T. Rigg
Attorney-in-Fact
Certification
I, Jeffrey Rigg, the senior officer for securitization servicing of
Bank One, National Association, a national banking association which serves as
servicer for the Banc One HELOC Trust 1998-1, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of
Banc One HELOC Trust 1998-1;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required
to be provided to the trustee by the servicer under the pooling and servicing,
or similar, agreement, for inclusion in these reports is included
in these reports;
4. I am responsible for reviewing the activities performed by the servicer under
the pooling and servicing, or similar, agreement and based upon my knowledge
and the annual compliance review required under that agreement, and except as
disclosed in the reports, the servicer has fulfilled its obligations under that
agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's
compliance with the minimum servicing standards based upon the report provided
by an independent public accountant, after conducting a review in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
procedure, as set forth in the pooling and servicing, or similar, agreement,
that is included in these reports.
Dated: April 11, 2003:
/s/ Jeffrey T. Rigg
Name: Jeffrey T. Rigg
Title: Senior Officer for Securitization Servicing and Senior Vice President
EXHIBIT INDEX
Exhibit NumberDescription
99.1 Annual Summary Statement
99.2 Annual Statement of Compliance
99.3 Report of Independent Accountants
EXHIBIT 99.1 -- Summary of Aggregate Amounts or End of Year
Amounts for the period ending December 31, 2002
Banc One Home Equity Loan Trust
Series 1998-1
Statement to Certificateholders (Page 1 of 2)
Distribution Date: 12/20/02
INVESTOR CERTIFICATES DISTRIBUTION SUMMARY
(PER $1000 ORIGINAL PRINCIPAL AMOUNT)
A. INTEREST & PRINCIPAL DISTRIBUTIONS TO INVESTORS
Principal 103,340,936.12
Interest 6,033,059.56
Investor Certificate Interest Distributed 7.097717
Investor Certificate Interest Shortfall Distributed 0.000000
Remaining Unpaid Investor Certificate Interest Shortfall 0.000000
Managed Amortization Period ? (Yes=1; No=0) 1
Investors Certificate Principal Distributed 121.57757
Principal Distribution Amount 120.579208
Maximum Principal Payment 14.859216
Alternative Principal Payment 120.579208
Principal Collections less Additional Balances 120.579208
Investor Loss Amount Distributed to Investors 3.796824
Accelerated Principal Distribution Amount -2.798462
Credit Enhancement Draw Amount 0.00
Total Amount Distributed to Certificateholders (P & I) 128.675289
B. INVESTOR CERTIFICATE PRINCIPAL BALANCE
Beginning Investor Certificate Balance 339,365,079.32
Ending Investor Certificate Balance 236,024,143.20
Beginning Invested Amount 347,176,551.73
Ending Invested Amount 241,456,923.99
Investor Certificateholder Floating Allocation Percentage 93.6569%
Pool Factor 0.2776755
Liquidation Loss Amount for Liquidated Loans 3,414,217.14
Unreimbursed Liquidation Loss Amount 0.00
C. POOL INFORMATION
Beginning Pool Balance 364,308,065.51
Ending Pool Balance 258,401,520.50
Servicing Fee 1,560,863.36
D. INVESTOR CERTIFICATE RATE
Investor Certificate Rate 1.638130%
LIBOR Rate 1.388130%
Maximum Rate 4.974507%
E. DELINQUENCY & REO STATUS
Delinquent 30-59 days
No. of Accounts 124
Trust Balances 3,589,686.15
Delinquent 60-89 days
No. of Accounts 51
Trust Balances 1,683,445.49
Delinquent 90+ days
No. of Accounts 147
Trust Balances 5,389,190.47
Delinquent 9+ Months
No. of Accounts 0
Trust Balances 0
REO
No. of Accounts 0
Trust Balances 0.00
EXHIBIT 99.2 -- Servicer's Annual Statement of Compliance
BANK ONE, NATIONAL ASSOCIATION
Annual Officer's Certificate of the Servicer
Pursuant to Section 3.09(a) of the
Pooling and Servicing Agreement
The undersigned, duly authorized representatives of
Bank One, National Association, as servicer (the "Servicer"),
pursuant to Section 3.09(a) of the Pooling and Servicing
Agreement dated as of August 31, 1998 (the "Agreement") between
Banc One ABS Corporation, as depositor (the "Depositor"), the
Servicer and The Bank of New York, as trustee (the "Trustee"),
do hereby certify as follows:
(1) All terms used herein that are defined in the Agreement
shall have the meanings provided in the Agreement, unless
otherwise defined herein.
(2) The undersigned are officers of the Servicer who are
duly authorized pursuant to the Agreement to execute and
deliver this Certificate.
(3) A review of the activities of the Servicer during the
period from January 1, 2002 to December 31, 2002 (the
"Servicing Period") and of its performance under the
Agreement has been made under our supervision.
(4) Based on such review, the Servicer has, to the best of
our knowledge, fulfilled all of its material obligations under
the Agreement throughout the Servicing Period except as set
forth in paragraph (5) below.
(5) The following is a brief description of each default
in the fulfillment of the Servicer's obligations under the
Agreement known to us to have been made by the Servicer during
the Servicing Period, which sets forth in detail (i) the
nature of each such default and (ii) the current status of
each such default: "None".
IN WITNESS WHEREOF, the Servicer has caused this Certificate
to be executed by athe undersigned duly authorized officers
as of March 28, 2003.
Bank One, National Association, as Servicer
By: /s/ Michael J. Grubb
Name: Michael J. Grubb
Title: First Vice President
By: /s/ Kim D. Greaves
Name: Kim D. Greaves
Title: Senior Vice President
EXHIBIT 99.3 -- Report of Independent Auditors
Independent Accountants' Report
Board of Directors
Bank One, National Association (Columbus, Ohio):
We have examined management's assertion, included in the accompanying Assertion
by Bank One, National Association (Columbus, Ohio) (the "Company"), that the
Company complied with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002,
insofar as that assertion relates to the Banc One HELOC Asset Backed
Certificates Series 1998-1 (the "Certificates"). Management is responsible for
the Company's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Company's
compliance with the minimum servicing standards specified above and performing
such other procedures as we considered necessary in the circumstances. We
believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with the minimum servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards of the Certificates,
during the year ended December 31, 2002, is fairly stated, in all material
respects.
/s/ KPMG LLP
Columbus, Ohio
April 4, 2003
Assertion by Bank One, National Association (Columbus, Ohio)
As of and for the year ended December 31, 2002, Bank One, National Association
(Columbus, Ohio) (the "Company") complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers solely as
they relate to the Banc One HELOC Asset Backed Certificates Series 1998-1. As
of and for this same period, the Company had in effect a fidelity bond policy
in the amount of $50,000,000 and an errors and omissions policy in the
aggregate amount of $100,000,000 and $1,000,000 per home equity loan.
/s/ Michael J. Grubb
Name: Michael J. Grubb
Title: First Vice President
/s/ Corrine M. Burger
Name: Corrine M. Burger
Title: Retail Controller and Sr. Vice President