10-K 1 doc1.txt 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, 2001 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: (888) 279-3457 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: 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 Class A Series 2001-A Floating Rate Asset Backed Certificates Class B Series 2001-A Floating Rate Asset Backed Certificates 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] 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 PART III --------- Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------------- Not Applicable Item 11. Executive Compensation ----------------------- Not Applicable Item 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, 2001. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 2001, 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 1997-A CLASS A Participant Quantity Percentage ----------- -------- ---------- State Street Bank and Trust Co $ 278,145,000 42.9% 1776 Heritage Dr. No. Quincy, MA 02171 The Northern Trust Company $ 95,000,000 14.6% 801 S. Canal C-IN Chicago, IL 60607 The Bank of New York $ 93,105,000 14.4% 925 Patterson Plank Rd. Secaucus, NJ 07094 Deutsche Bank A.G., NY Branch $ 47,000,000 7.2% 34 Exchange Place Jersey City, NJ 07311 JPMorgan Chase Bank $ 41,000,000 6.3% C/O JP Morgan Investor Services Dallas, TX 75254 Citibank, N.A. $ 37,500,000 5.8% 3800 Citibank Center B3-15 Tampa, FL 33610 CLASS B Participant Quantity Percentage ----------- -------- ---------- Bank One Trust Compnay, N.A. $ 24,250,000 58.8% 340 South Cleveland Ave Building 350 Columbus, OH 43240 Bankers Trust Company $ 12,000,000 29.1% 648 Grassmere Park Road Nashville, TN 37211 SSB - Bank Portfolio $ 5,000,000 12.1% 1776 Heritage Dr. No. Quincy, MA 02171 SERIES 1998-A CLASS A Participant Quantity Percentage ----------- -------- ---------- State Street Bank and Trust Co $ 136,045,000 21.0% 1776 Heritage Dr. Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 Citibank, N.A. $ 118,785,000 18.4% 3800 Citibank Center B3-15 Tampa, FL 33610 Bankers Trust Company $ 118,400,000 18.3% 648 Grassmere Park Road Nashville, TN 37211 The Bank of New York $ 88,655,000 13.7% 925 Patterson Plank Road Secaucus, NJ 07094 JPMorgan Chase Bank $ 44,060,000 6.8% C/O JP Morgan Investor Services 14201 Dallas Pkwy 12th Fl Mail Code 121 Dallas, TX 75254 CLASS B The Bank of New York $ 15,000,000 36.4% 925 Patterson Plank Road Secaucus, NJ 07094 Citibank, N.A. $ 10,250,000 24.9% 3800 Citibank Center B3-15 Tampa, FL 33610 JPMorgan Chase Bank $ 6,000,000 14.6% C/O JP Morgan Investor Services 14201 Dallas Pkwy 12th Fl Mail Code 121 Dallas, TX 75254 State Street Bank and Trust Company $ 5,090,000 12.3% 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 SERIES 1998-B CLASS A Participant Quantity Percentage ----------- -------- ---------- JPMorgan Chase Bank $ 300,000,000 46.2% C/O JP Morgan Investor Services 14201 Dallas Pkwy 12th Fl Mail Code 121 Dallas, TX 75254 Citibank, N.A. $ 109,505,000 16.9% 3800 Citibank Center B3-15 Tampa, FL 33610 The Bank of New York $ 62,500,000 9.6% 925 Patterson Plank Road Secaucus, NJ 07094 Merrill Lynch, Pierce Fenner & $ 62,500,000 9.6% Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854 State Street Bank and Trust Company $ 46,000,000 7.1% 1776 Heritage Drive Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 Wells Fargo Bank Minnesota, N.A. $ 44,000,000 6.8% 733 Marquette Avenue Minneapolis, MN 55479 CLASS B Bankers Trust Company $ 28,000,000 67.9% 648 Grassmere Park Road Nashville, TN 37211 JPMorgan Chase Bank $ 6,250,000 15.2% C/O JP Morgan Investor Services Dallas, TX 75254 Bank One Trust Company, N.A. $ 5,000,000 12.1% 340 South Cleveland Avenue Building 350 Columbus, OH 43240 SERIES 1999-A CLASS A Participant Quantity Percentage ----------- -------- ---------- State Street Bank and Trust Co $ 286,000,000 66.1% 1776 Heritage Dr. NO. Quincy, MA 02171 Citibank, N.A. $ 100,000,000 23.1% 3800 Citibank Center B3-15 Tampa, FL 33610 Bankers Trust Co $ 30,000,000 6.9% 648 Grassmere Park Rd Nashville, TN 37211 CLASS B Bank One Trust Company, N.A. $ 18,750,000 68.2% 340 South Cleveland Ave Columbus, OH 43240 JPMorgan Chase Bank $ 8,750,000 31.8% C/O JP Morgan Investor Services 14201 Dallas Pkwy 12th FL Mail Code 121 Dallas, TX 75254 SERIES 1999-B CLASS A Participant Quantity Percentage ----------- -------- ---------- The Bank of New York $ 332,000,000 38.4% 925 Patterson Plank Rd Secaucus, NJ 07094 JPMorgan Chase Bank $ 200,750,000 23.2% C/O JP Morgan Investor Services 14201 Dallas Pkwy 12th FL Mail Code 121 Dallas, TX 75254 Citibank, N.A. $ 150,000,000 17.3% 3800 Citibank Center B3-15 Tampa, FL 33610 State Street Bank and Trust Co $ 107,000,000 12.4% 1776 Heritage Dr. Global Corporate Acion Unit JAB 5NW No. Quincy, MA 02171 CLASS B Citibank, N.A. $ 25,000,000 45.5% 3800 Citibank Center B3-15 Tampa, FL 33610 Bank One Trust Co, N.A. $ 15,000,000 27.3% 340 South Cleveland Ave Columbus, OH 43240 JPMorgan Chase Bank $ 15,000,000 27.3% C/O JP Morgan Investor Services Dallas, TX 75254 SERIES 1999-C CLASS A Participant Quantity Percentage ----------- -------- ---------- Boston Safe Deposit and Trust Co. $ 117,700,000 27.2% 525 William Penn Place Suite 3631 Pittsburgh, PA 15259 The Bank of New York $ 105,000,000 24.3% 925 Patterson Plank Rd Secaucus, NJ 07094 JPMorgan Chase Bank $ 85,000,000 19.7% C/O JP Morgan Investor Services 14201 Dallas Pkwy 12th FL Mail Code 121 Dallas, TX 75254 Brown Brothers Harriman & Co $ 45,000,000 10.4% 63 Wall Street New York, NY 10005 FUNB - Phila. Main $ 30,000,000 6.9% 123 South Broad Street DA4901 Philadelphia, PA 19109 US Bank N.A. / Trust West $ 29,800,000 6.9% 180 East Fifth Street St. Paul, MN 55101 CLASS B Bank One Trust Co, N.A. $ 14,000,000 50.9% 340 South Cleveland Avenue Columbus, OH 43240 Citibank, N.A. $ 8,500,000 30.9% 3800 Citibank Center B3-15 Tampa, FL 33610 JPMorgan Chase Bank $ 5,000,000 18.2% C/O JP Morgan Investor Services Dallas, TX 75254 SERIES 2001-A CLASS A Participant Quantity Percentage ----------- -------- ---------- Boston Safe Deposit and Trust Co. $265,000,000 38.1% 525 William Penn Place Suite 3631 Pittsburgh, PA 15259 JPMorgan Chase Bank $212,500,000 30.5% C/O JP Morgan Investor Services 14201 Dallas Pkwy 12th FL Mail Code 121 Dallas, TX 75254 State Street Bank and Trust Co $101,000,000 14.5% 1776 Heritage Dr Global Corporate Action Unit JAB 5NW No. Quincy, MA 02171 Citibank, N.A. $ 45,000,000 6.5% 3800 Citibank Center B3-15 Tampa, FL 33610 Bankers Trust Company $ 40,000,000 5.8% 648 Grassmere Park Road Nashville, TN 37211 CLASS B The Bank of New York $ 18,000,000 45.0% 925 Patterson Plank Rd Secaucus, NJ 07094 Bank One Trust Company, N.A. $ 15,000,000 38.0% 340 South Cleveland Ave Columbus, OH 43240 Bankers Trust Company $ 7,000,000 18.0% 648 Grassmere Park Rd Nashville, TN 37211 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, 2001: Date of Reports on Form 8-K --------------------------- January 16, 2001 (Item 7) February 15, 2001 (Item 7) March 15, 2001 (Item 7) April 15, 2001 (Item 7) May 15, 2001 (Item 7) June 15, 2001 (Item 7) July 16, 2001 (Item 7) August 15, 2001 (Item 7) September 17, 2001 (Item 7) October 15, 2001 (Item 7) November 15, 2001 (Item 7) December 17, 2001 (Item 7) (c) See Item 14(a)(3) above (d) Not Applicable SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BANK OF AMERICA, NATIONAL ASSOCIATION (USA) As Servicer on Behalf of the BA Master Credit Card Trust By: /s/ Leslie J. Fitzpatrick ---------------------------- Name: Leslie J. Fitzpatrick Title: Senior Vice President Date: March 29, 2002 EXHIBIT INDEX Exhibit Number Description of Exhibit --------------- ------------------------ 99.1 Annual Servicer's Certificate 99.2 Annual Accountant's Reports 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 U.S. Bank National Association, as 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, 2001 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 29th day of March, 2002. By: /s/ Leslie J. Fitzpatrick ------------------------------ Name: Leslie J. Fitzpatrick Title: Senior Vice President 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, included in the accompanying Report of Management on Compliance with Pooling and Servicing Agreement, 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 for the year ended December 31, 2001, in compliance with BA Master Credit Card Trust Pooling and Servicing Agreement dated July 19, 1996, as amended June 5, 2001 and including the Series 1996-B, the Series 1997-A, the Series 1997-B, the Series 1998-A, the Series 1998-B, the Series 1999-A, the Series 1999-B, the Series 1999-C, and the Series 2001-A Supplements (collectively, the "Agreement"), between the Company, as Transferor and Servicer, and U.S. Bank National Association, formerly First Bank National Association, as Trustee. We have also examined management's assertion, included in the accompanying Report of Management on Compliance with Pooling and Servicing Agreement, 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, 2001 to December 31, 2001 for the Series 1996-B, the Series 1997-A, the Series 1997-B, the Series 1998-A, the Series 1998-B, the Series 1999-A, the Series 1999-B, the Series 1999-C and the Series 2001-A (collectively, the "Series"). The Company's management is responsible for maintaining an effective 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 the assertions based on our examination. Our examinations were conducted 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, 2001. 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, 2001 to December 31, 2001 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, 2001, 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, 2001 to December 31, 2001, are fairly stated, in all material respects for the Series. March 1, 2002 REPORT OF MANAGEMENT ON COMPLIANCE WITH POOLING AND SERVICING AGREEMENT The management of Bank of America, N.A. (USA), formerly Bank of America National Association, (the "Company") is responsible for establishing and maintaining 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 June 5, 2001, including the Series 1996-B, the Series 1997-A, the Series 1997-B, the Series 1998-A, the Series 1998-B, the Series 1999-A, the Series 1999-B, the Series 1999-C and the Series 2001-A Supplements (collectively, the "Agreement"), between the Company, as Transferor and Servicer, and U.S. Bank National Association, formerly First Bank National Association, as Trustee. The system contains monitoring mechanisms, with actions taken to correct identified deficiencies. Even an effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of controls, and therefore, can provide only reasonable assurance with respect to the servicing of accounts and the safeguarding of assets against unauthorized acquisition, use or disposition in compliance with the Agreement. Further, because of changes in conditions, the effectiveness of an internal control system may vary over time. Management has assessed its internal control system over servicing of accounts and over safeguarding of assets in compliance with the Agreement as of December 31, 2001. This assessment was based on criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, insofar as such criteria related to servicing of accounts and safeguarding of assets in compliance with the Agreement. Based on this assessment, management believes that 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 the Agreement as of December 31, 2001 and that for the period January 1, 2001 to December 31, 2001 the Company was in compliance with the Agreement in all material respects. March 1, 2002 /s/Terry L. Schappert /s/Cynthia A. Brimacombe ----------------------- -------------------------- Terry L. Schappert Cynthia A. Brimacombe Senior Vice President Vice President /s/Victoria Jahanbani ---------------------- Victoria Jahanbani Vice President