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, 2002 COMMISSION FILE NUMBER: 333-4152 Bank of America, National Association (USA) (as Servicer and on behalf of the ----------------------------------------------------------------------------- BA Master Credit Card Trust) ---------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) United States of America 86-0645265 --------------------------- ---------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER ID) INCORPORATION) 1825 East Buckeye Road, Phoenix, Arizona 85034 --------------------------------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (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 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-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]. Indicated by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]. State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. None. Documents Incorporated by Reference. None. 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 Stockholder ------------------------------------------------------------------ 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. The number of direct DTC participants shown as holding beneficial ownership interests in the certificates is 84 as of December 31, 2002. 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 7A. Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------------- 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 and ------------------------------------------------------------------ Related Stockholder Matters ----------------------------- 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"). 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, 2002. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 2002, 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: SERIES 1998-A CLASS A Participant Quantity Percentage ----------------------------------- ------------ ---------- State Street Bank and Trust Company $157,750,000 24.32% 1776 Heritage Drive No. Quincy, MA 02171 ------------------------------------ Deutsche Bank Trust Company Americas $145,375,000 22.41% 638 Grassmere Park Road Nashville, TN 37211 ------------------------------------ Citibank, N.A. $118,285,000 18.23% 3800 Citibank Center B3-15 Tampa, FL 33610 ------------------------------------ JP Morgan Chase Bank $ 68,885,000 10.62% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ Bank of New York $ 62,295,000 9.60% One Wall Street New York, NY 10286 ------------------------------------ SERIES 1998-A CLASS B Participant Quantity Percentage ------------------------------------ ------------ ---------- Citibank, N.A. $ 15,250,000 36.97% 3800 Citibank Center B3-15 Tampa, FL 33610 ------------------------------------ Bank of New York $ 10,000,000 24.24% One Wall Street New York, NY 10286 ------------------------------------ JP Morgan Chase Bank $ 7,560,000 18.33% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ State Street Bank and Trust Company $ 6,035,000 14.63% 1776 Heritage Drive No. Quincy, MA 02171 ------------------------------------ SERIES 1998-B CLASS A Participant Quantity Percentage ------------------------------------ ------------ ----------- JP Morgan Chase Bank $300,000,000 46.24% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ Citibank, N.A. $104,505,000 16.11% 3800 Citibank Center B3-15 Tampa, FL 33610 ------------------------------------ Bank of New York $ 62,500,000 9.63% One Wall Street New York, NY 10286 ------------------------------------- Merrill Lynch, Pierce Fenner & $ 62,500,000 9.63% Smith Safekeeping 4 Corporate Place Piscataway, NJ 08854 ------------------------------------ State Street Bank and Trust Company $ 47,000,000 7.24% 1776 Heritage Drive No. Quincy, MA 02171 ------------------------------------ Wells Fargo Bank Minnesota, N.A. $ 44,000,000 6.78% 51 Mercedes Way Edgewood, NY 11717 ------------------------------------ SERIES 1998-B CLASS B Participant Quantity Percentage ------------------------------------ ------------ ----------- JP Morgan Chase Bank $ 21,250,000 51.52% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ Deutsche Bank Trust Company Americas $ 13,000,000 31.52% 638 Grassmere Park Road Nashville, TN 37211 ------------------------------------ Bank One Trust Company, N.A. $ 5,000,000 12.12% 340 South Cleveland Ave. Columbus, OH 43240 ------------------------------------ SERIES 1999-A CLASS A Participant Quantity Percentage ------------------------------------ ------------ ----------- State Street Bank and Trust Company $286,000,000 66.13% 1776 Heritage Drive No. Quincy, MA 02171 ------------------------------------ Citibank, N.A. $100,000,000 23.12% 3800 Citibank Center B3-15 Tampa, FL 33610 ------------------------------------ Deutsche Bank Trust Company Americas $ 30,000,000 6.94% 638 Grassmere Park Road Nashville, TN 37211 ------------------------------------ SERIES 1999-A CLASS B Participant Quantity Percentage ------------------------------------ ------------ ----------- JP Morgan Chase Bank $ 18,750,000 68.18% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ Bank One Trust Company, N.A. $ 8,750,000 31.82% 340 South Cleveland Ave. Columbus, OH 43240 ------------------------------------ SERIES 1999-C CLASS A Participant Quantity Percentage ------------------------------------ ------------ ----------- State Street Bank and Trust Company $107,700,000 24.90% 1776 Heritage Drive No. Quincy, MA 02171 ------------------------------------ Bank of New York $105,000,000 24.28% One Wall Street New York, NY 10286 ------------------------------------ JP Morgan Chase Bank $ 85,000,000 19.65% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ Brown Brothers Harriman & Co $ 45,000,000 10.40% 63 Wall Street New York, NY 10286 ------------------------------------ Wachovia Bank N.A. Phila. Main $ 30,000,000 6.94% 530 Walnut Street 1st Floor Philadelphia, PA 19101 ------------------------------------ U.S. Bank N.A. $ 29,800,000 6.89% 1555 N. Rivercenter Dr. Suite 0300 Milwaukee, WI 53212 ------------------------------------ SERIES 1999-C CLASS B Participant Quantity Percentage ------------------------------------ ------------ ----------- Bank One Trust Company, N.A. $ 14,000,000 50.91% 340 South Cleveland Ave. Columbus, OH 43240 ------------------------------------ Citibank, N.A. 3800 Citibank Center B3-15 $ 8,500,000 30.91% Tampa, FL 33610 ------------------------------------ JP Morgan Chase Bank $ 5,000,000 18.18% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ SERIES 2001-A CLASS A Participant Quantity Percentage ------------------------------------ ------------ ----------- JP Morgan Chase Bank $216,255,000 31.07% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ Boston Safe Deposit and Trust Company $202,860,000 29.15% 525 William Penn Place Suite 3148 Pittsburgh, PA 15259 ------------------------------------ State Street Bank and Trust Company $ 98,355,000 14.13% 1776 Heritage Drive No. Quincy, MA 02171 ------------------------------------ Citibank, N.A. $ 45,715,000 6.57% 3800 Citibank Center B3-15 Tampa, FL 33610 ------------------------------------ Bank of New York $ 44,343,000 6.37% One Wall Street New York, NY 10286 ------------------------------------ Deutsche Bank Trust Company Americas $ 41,765,000 6.00% 638 Grassmere Park Road Nashville, TN 37211 ------------------------------------ SERIES 2001-A CLASS B Participant Quantity Percentage ------------------------------------ ------------ ----------- JP Morgan Chase Bank $ 22,000,000 55.00% 14201 Dallas Pkwy Dallas, TX 75254 ------------------------------------ Bank of New York $ 18,000,000 45.00% One Wall Street New York, NY 10286 ------------------------------------ The address of Cede & Co. is: Cede & Co. C/O The Depository Trust Company 55 Water Street New York, NY 10041 Item 13. Certain Relations and Related Transactions ---------------------------------------------- Not Applicable. Item 14. Controls and Procedures ------------------------- Not Applicable. PART IV -------- Item 15. 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 Report of Independent Accountants 99.3 Report of Management on Compliance with Pooling and Servicing Agreement (b) Reports on Form 8-K. As Servicer and on behalf of the BA Master Credit Card Trust, Bank of America, National Association (USA) filed a Current Report on Form 8-K pursuant to Items 5 and 7 for the following monthly distribution dates during 2002, including the Certificateholders' Statements for each due period provided to US Bank National Association, as Trustee. DATE OF REPORTS ON FORM 8-K --------------------------- January 15, 2002 February 15, 2002 March 15, 2002 April 15, 2002 May 15, 2002 June 17, 2002 July 15, 2002 August 15, 2002 September 16, 2002 October 15, 2002 November 15, 2002 December 16, 2002 (c) See Item 15 (a) (3) above. (d) Not applicable. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 as amended, 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 ------------------------------ Leslie J. Fitzpatrick Senior Vice President Bank of America, National Association (USA) Duly Authorized Officer) Date: 3/31/2003 ------------ BA MASTER CREDIT CARD TRUST Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 ----------------------------------------------------------------------- I, Leslie J. Fitzpatrick, a duly authorized representative of Bank of America, National Association (USA), formerly Bank of America National Association, 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 the BA Master Credit Card Trust; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of 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 of 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. March 31, 2003 /s/ Leslie J. Fitzpatrick _____________________________ Leslie J. Fitzpatrick Senior Vice President Bank of America, National Association (USA) (Duly Authorized Officer) EXHIBIT INDEX Exhibit Number Description of Exhibit -------------- ---------------------------------------------------- 99.1 Annual Servicer's Certificate 99.2 Report of Independent Accountants 99.3 Report of Management on Compliance with Pooling and Servicing Agreement Exhibit 99.1 ANNUAL SERVICER'S CERTIFICATE Bank of America, National Association (USA) BA MASTER CREDIT CARD TRUST The undersigned, a duly authorized representative of Bank of America, National Association (USA), formerly Bank of America, National Association, (the "Company"), as Servicer pursuant to the Pooling and Servicing Agreement dated as of July 19, 1996, as amended June 5, 2001 (the "Pooling and Servicing Agreement") by and between the Company and U.S. Bank National Association, as trustee (the "Trustee") does hereby certify that: 1. The Company is Servicer under the Pooling and Servicing Agreement. 2. The undersigned is duly authorized pursuant to the Pooling and Servicing Agreement to execute and deliver this Certificate to the Trustee. 3. This Certificate is delivered pursuant to Section 3.05 of the Pooling and Servicing Agreement. 4. A review of the Activities of the Servicer for the calendar year ended December 31, 2002 was conducted under the supervision of the undersigned. 5. 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. 6. 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: the nature of each such default, (ii) the action taken by the Servicer, if any, to remedy each such default and (iii) the current status of each such default: None IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 31st day of March 2003. 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, National Association (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, 2002, in compliance with the 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 1998-A, the Series 1998-B, the Series 1999-A, 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 Supplement 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 there from) not specifically delineated herein - of the Agreement for the period January 1, 2002 to December 31, 2002 for the Series 1996-B, the Series 1998-A, the Series 1998-B, the Series 1999-A, 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, 2002. 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, 2002 to December 31, 2002 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, 2002, 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, 2002 to December 31, 2002, are fairly stated, in all material respects for the Series. /s/ PricewaterhouseCoopers LLP March 13, 2003 Exhibit 99.3 March 31, 2003 REPORT OF MANAGEMENT ON COMPLIANCE WITH POOLING AND SERVICING AGREEMENT The management of Bank of America, National Association (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 the BA Master Credit Card Trust Pooling and Servicing Agreement dated July 19, 1996, as amended June 5, 2001 (collectively, the "Agreement"), including the Series 1996-B, the Series 1998-A, the Series 1998-B, the Series 1999-A, the Series 1999-C and the Series 2001-A Supplements 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, 2002. 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, 2002 and that for the period January 1, 2002 to December 31, 2002 the Company was in compliance with the Agreement in all material respects. /s/ Robert S. Hull /s/ Gary S. Sunstrom _____________________ __________________________ Robert S. Hull Gary S. Sunstrom Senior Vice President Vice President /s/ Amy S. Clay ___________________ Amy S. Clay Senior Vice President