-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMi4JRmFkDCBWw/gRHxbmTDUM22cMbQk8LuDXRDMw51l5dtEM9wCrl3OxSIzWr0r hLefsz3Z3VT6tMseohWJjw== 0000070858-00-000160.txt : 20000331 0000070858-00-000160.hdr.sgml : 20000331 ACCESSION NUMBER: 0000070858-00-000160 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BA MASTER CREDIT CARD TRUST / CENTRAL INDEX KEY: 0001013109 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 860645265 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-04152-01 FILM NUMBER: 586662 BUSINESS ADDRESS: STREET 1: 1825 EAST BUCKEYE RD CITY: PHOENIX STATE: AR ZIP: 85034 BUSINESS PHONE: 7043864103 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF AMERICA MASTER CREDIT CARD TRUSTS DATE OF NAME CHANGE: 19960429 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 COMMISSION FILE NUMBER: 333-4152 Bank of America, National Association (USA) ------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) on Behalf of the BA Master Credit Card Trust United States 86-0645265 - --------------- ------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER ID) INCORPORATION) 1825 East Buckeye Road Phoenix, Arizona 85034 - ------------------------------------------------------ (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (704) 386-4103 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Class A Series 1996-A Floating Rate Asset Backed Certificates Class B Series 1996-A Floating Rate Asset Backed Certificates Class A Series 1997-A Floating Rate Asset Backed Certificates Class B Series 1997-A Floating Rate Asset Backed Certificates Class A Series 1998-A Floating Rate Asset Backed Certificates Class B Series 1998-A Floating Rate Asset Backed Certificates Class A Series 1998-B Floating Rate Asset Backed Certificates Class B Series 1998-B Floating Rate Asset Backed Certificates Class A Series 1999-A Floating Rate Asset Backed Certificates Class B Series 1999-A Floating Rate Asset Backed Certificates Class A Series 1999-B Floating Rate Asset Backed Certificates Class B Series 1999-B Floating Rate Asset Backed Certificates Class A Series 1999-C Floating Rate Asset Backed Certificates Class B Series 1999-C Floating Rate Asset Backed Certificates (Title of Class) 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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation s-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 2 PART I Item 1. Business. --------- Not Applicable Item 2. Properties. ----------- Not Applicable Item 3. Legal Proceedings. ------------------- Not Applicable Item 4. Submission of Matters to a vote of Security-Holders. ----------------------------------------------------------- Not Applicable PART II Item 5. Market for Registrant's Common Equity and Related Stockholders Matters. --------------------------------------------------------------------- The certificates representing investors' interests in the BA Master Credit Card Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company. To the best knowledge of the registrant, there is no established public trading market for 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 Financial Disclosure. ---------------------------------------------------------------------- Not Applicable Item 10. Directors and Executive Officers of the Registrant. --------------------------------------------------------- Not Applicable Item 11. Executive Compensation. ------------------------ Not Applicable Items 12. Security Ownership of Certain Beneficial Owners and Management. -------------------------------------------------------------------- (a) the Certificates of each Class representing investors' interests in the BA Master Credit Card Trust are represented by one or more Certificates registered in the name of Cede & Co., the nominee of the Depository Trust Company ("DTC"), and an investor holding an interest in the BA Master Credit Card Trust is not entitled to receive a certificate representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Certificates, which it held on behalf of brokers, dealers banks and other direct participants in the DTC system at December 31, 1999. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1999, the following direct DTC participants held positions in the Certificates representing interests in the BA Master Credit Card Trust equal to or exceeding 5% of the total principal amount of the Certificates of each Class outstanding on the date: Participant Quantity Percentage --------------- ----------- -------------- SERIES 1996-A Class A SSB-Custodian $ 146,200,000 34.2% Trust Custody 225 Franklin Street, M4 Boston, MA 02110 Bank of New York 93,225,000 21.8% 925 Patterson Plank Rd. Secaucus, NJ 07094 Boston Safe Deposit and Trust Co 48,775,000 11.4% c/o Mellon Bank N.A. Three Mellon Bank Center, Room 153-3015 Pittsburgh, PA 15259 Chase Manhattan Bank 44,570,000 10.4% 4 New York Plaza 13th Floor New York, NY 10004 The Northern Trust Company 77,500,000 7.1% 801 S. Canal C-IN Chicago, IL 60607 Class B Bankers Trust Company 27,500,000 84.6% C/O BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 BNY/ITC 5,000,000 15.4% Dealers Clearance Special c/o N.A. Schapiro & Co. In. 4 The address of each above participant is: C/O The Depository Trust Company 55 Water Street New York, NY 10041 (b) Not Applicable (c) Not Applicable Item 13. Certain Relations and Related Transactions. ----------------------------------------------- Not Applicable PART IV Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K. --------------------------------------------------------------------- (a) The following documents are filed as part of this report. 1. Not Applicable 2. Not Applicable 3. Exhibits 99.1 Annual Servicer's Certificate 99.2 Annual Accountant's Reports (b) The following twelve (12) reports on Form 8-K were filed by the registrant during the period ending December 31, 1999: 1. Form 8-K, dated January 15, 1999 (Item 7) 2. Form 8-K, dated February 15, 1999 (Item 7) 3. Form 8-K, dated March 15, 1999 (Item 7) 4. Form 8-K, dated April 15, 1999 (Item 7) 5. Form 8-K, dated May 17, 1999 (Item 7) 6. Form 8-K, dated June 15, 1999 (Item 7) 7. Form 8-K, dated July 15, 1999 (Item 7) 8. Form 8-K, dated August 16, 1999 (Item 7) 9. Form 8-K, dated September 15, 1999 (Item 7) 10. Form 8-K, dated October 15, 1999 (Item 7) 11. Form 8-K, dated November 15, 1999 (Item 7) 12. Form 8-K, dated December 15, 1999 (Item 7) (c) See Item 14(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 duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BANK OF AMERICA NATIONAL ASSOCIATION (USA) As Servicer on Behalf of the BA Master Credit Card Trust By: /s/ DAVID M. BELK ---------------------------------- Name: David M. Belk Title: Senior Vice President 6 EX-99.1 2 EX-99.1 1 EXHIBIT 99.1 FORM OF ANNUAL SERVICER'S CERTIFICATE Bank of America, National Association (USA) BANK OF AMERICA MASTER CREDIT CARD TRUST The undersigned, a duly authorized representative of Bank of America, National Association (USA), ("Bank of America"), as Servicer pursuant to the Pooling and Servicing Agreement dated as of JULY 19, 1996 (the "Pooling and Servicing Agreement") by and between Bank of America and the [Trustee], as trustee (the "Trustee") does hereby certify that: Bank of America is Servicer under the Pooling and Servicing Agreement. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee. This Certificate is delivered pursuant to Section 3.05 of the Pooling and Servicing Agreement. A review of the Activities of the Servicer during the period from the Closing date until DECEMBER 31, 1999 was conducted under the supervision of the undersigned. Based on such review, the Servicer has, to the best knowledge of the undersigned, fully performed all its obligations under the Pooling and Servicing Agreement throughout such period and no default in the performance of such obligations has occurred or is continuing except as set forth in paragraph 6 below. The following is a description of each default in the performance of the Servicer's obligations under the provisions of the Pooling and Servicing Agreement, including any Supplement, known to the undersigned to have been made during such period which sets forth in detail: (i) the nature of each such default; (ii) the action taken by the Servicer, if any, to remedy each such default; (iii) the current status of each such default: None IN WITNESS WHEREOF, the undersigned has duly executed this certificate this 30th day of MARCH, 2000. By: /s/ DAVID M. BELK ------------------------------------- Name: David M. Belk Title: Senior Vice President EX-99.2 3 EX-99.2 1 EXHIBIT 99.2 Report of Independent Accountants To the Board of Directors of Bank of America, N.A. (USA) We have examined management's assertion that Bank of America, N.A. (USA), formerly Bank of America National Association, (the "Company") maintained an effective system of internal control over servicing of accounts and over safeguarding of assets against unauthorized acquisition, use or disposition in compliance with BA Master Credit Card Trust Pooling and Servicing Agreement dated July 19, 1996, as amended December 18, 1998 and including the Series 1996-A, the Series 1996-B, the Series 1997-A, the Series 1997-B, the Series 1997-C, the Series 1998-A, the Series 1998-B, the Series 1998-C, the Series 1999-A, the Series 1999-B and the Series 1999-C Supplements (collectively, the "Agreement"), between the Company, as Transferor and Servicer, and U.S. Bank National Association, formerly First Bank National Association, as Trustee, as of December 31, 1999 included in the accompanying Report of Management on Compliance with Pooling and Servicing Agreement. We have also examined management's assertion about the Company's compliance with sections 3.01(b-d, f), 3.02, 3.04(b), 3.05, 3.08, 3.09, 4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 8.08 - and as to section 4.19 with respect to the Series 1996-B and the Series 1997-B Supplements and as to section 13.05 where applicable in the previously delineated sections and except for references from such sections to a section (and references therefrom) not specifically delineated herein - of the Agreement for the period January 1, 1999 to December 31, 1999 for the Series 1996-A, the Series 1996-B, the Series 1997-A, the Series 1997-B, the Series 1997-C, the Series 1998-A, the Series 1998-B, the Series 1998-C, the Series 1999-A, the Series 1999-B and the Series 1999-C (collectively, the "Series"), included in the accompanying Report of Management on Compliance with Pooling and Servicing Agreement. Management is responsible for the Company's system of internal control over servicing of accounts and over safeguarding of assets against unauthorized acquisition, use or disposition in compliance with the Agreement (hereafter referred to as "servicing"), and for compliance with the aforementioned sections of the Agreement. Our responsibility is to express an opinion on management's assertions. Our examinations were made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of the Company's internal control over servicing and evaluating the design and operating effectiveness of internal control as of December 31, 1999. Our examinations also included examining, on a test basis, evidence about the Company's compliance with the aforementioned sections of the Agreement for the period January 1, 1999 to December 31, 1999 for the Series and performing such other procedures as we considered necessary in the circumstances. We believe that our examinations provide a reasonable basis for our opinion. Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal control over compliance with the specified requirements of the Agreement to future periods are subject to the risk that the internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. In our opinion, management's assertions that the Company maintained an effective system of internal control over servicing as of December 31, 1999, based upon the criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and that the Company complied with the aforementioned sections of the Agreement for the period January 1, 1999 to December 31, 1999, are fairly stated, in all material respects for the Series. March 24, 2000 4 Report of Management on Credit Card Trust Internal Controls and Pooling and Servicing Agreement Compliance INTERNAL CONTROLS Bank of America National Association (USA) ("BANA"), a wholly owned subsidiary of BankAmerica Corporation, is responsible for establishing and maintaining effective internal controls over the functions performed as servicer of the BA Master Credit Card Trust Series 1996-A, Series 1996-B, Series 1997-A Series 1997-B, Series 1998-A, Series 1998-B, Series 1999-A, Series 1999-B, and Series 1999-C (the "Trust"). These controls are designed to provide reasonable assurance to BANA's management that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Pooling and Servicing Agreement dated July 19, 1996 (the "Agreement") and the supplements to the Agreement relating to Series 1996-A, Series 1996-B, Series 1997-A Series 1997-B, Series 1998-A, Series 1998-B, Series 1999-A, Series 1999-B, and Series 1999-C, as applicable, between BANA and U.S. Bank National Association (formerly known as First Bank National Association) and are recorded properly to permit the preparation of the required financial reports. There are inherent limitations in any internal controls, including the possibility of human error and circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect of the achievement of any objectives of internal control. Further, because of changes in conditions, the effectiveness of the internal controls may vary over time. BANA has determined that the objectives of its internal controls with respect to servicing and reporting of credit card receivables sold to the Trust are to provide reasonable, but not absolute assurance that: - Funds collected are appropriately remitted to the Trustee in accordance with the Agreement and the supplements to the Agreement. - Trust assets are segregated from those retained by BANA in accordance with the Agreement and the supplements to the Agreement. - Expenses incurred by the Trust are properly calculated and remitted in accordance with the Agreement and the supplements to the Agreement. - The addition of accounts to the Trust are authorized in accordance with the Agreement and the supplements to the Agreement. - The removal of accounts from the Trust are authorized in accordance with the Agreement and the supplements to the Agreement. 5 - Trust assets amortizing out of the Trust are calculated in accordance with the Agreement and the supplements to the Agreement. - Monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by management prior to disbursing. - Monthly Trust reports generated in the form of "Exhibits" contain all information required by the Agreement and the supplements to the Agreement. BANA has assessed its internal controls over the functions performed as servicer of the Trust in relation to these criteria. Based upon this assessment, BANA maintained that, as of December 31, 1999, its internal controls over the functions performed as servicer of the Trust are effective in providing reasonable assurance that Trust assets are safeguarded against loss from unauthorized use or disposition and that transactions are executed in accordance with management's authorization in conformity with the Agreement between BANA and U.S. Bank National Association (formerly known as First Bank National Association) and the supplements to the Agreement and are recorded properly to permit the preparation of the required Monthly Trust reports in the form of "Exhibits". POOLING AND SERVICING AGREEMENT COMPLIANCE BANA is responsible for complying with the Agreement and the provisions of each supplement to the Agreement. BANA assessed its compliance with the relevant terms and conditions of Sections 3.01(f), 3.02, 3.04, 3.05, 3.09, 4.02(a), 4.03 and 9.01 of the Agreement and Sections 3(b), 4.05(a), 4.09, 4.10 and 5.02(a) of the supplements to the Agreement relating to Series 1996-A, Series 1996-B, Series 1997-A Series 1997-B, Series 1998-A, Series 1998-B, Series 1999-A, Series 1999-B, and Series 1999-C , as of December 31, 1999 and for the year then ended. Based upon this assessment, BANA was in compliance with the relevant terms and conditions identified in the Sections above for the Agreement and the supplements to the Agreement. In addition, BANA did not identify any instances of noncompliance in performing the assessment. March 30, 2000 /s/ DAVID M. BELK --------------------------------- David M. Belk Senior Vice President /s/ MICHAEL KOPP ---------------------------------- Michael Kopp Controller -----END PRIVACY-ENHANCED MESSAGE-----