-----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, RyVzs8xIkqo/aLf8Ve0tWcF0ltKClkLl/B8jX2/FdeqUP4Ark0H1vAKG2tOOnQJ1 5fjoLteA3X7Gibr+G5XKOA== 0000950153-98-000305.txt : 19980401 0000950153-98-000305.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950153-98-000305 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NONE 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: 98582436 BUSINESS ADDRESS: STREET 1: 1825 EAST BUCKEYE RD CITY: PHOENIX STATE: AR ZIP: 85034 BUSINESS PHONE: 6025973738 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 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORT 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, 1997 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _____________ COMMISSION FILE NUMBER: 333-4152 Bank of America National Association (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: (602) 597-3738 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Title of each class Name of each exchange on which registered 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 (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. [ ] 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. 3 (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, 1997. Such direct participants may hold Certificates for their own accounts or for the accounts of their customers. At December 31, 1997, 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 $ 103,500,000 24.2% Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631 The Northern Trust Company 77,500,000 18.1% 801 S. Canal C-IN Chicago, IL 60607 Citibank, N.A. 56,250,000 13.2% P.O. Box 30576 Tampa, FL 33630-3576 Chase Manhattan Bank/Chemical 52,000,000 12.2% 4 New York Plaza Proxy Department 13th Floor New York, NY 10004 Bank of New York 46,000,000 10.8% 925 Patterson Plank Rd. Secaucus, NJ 07094 Chase Manhattan Bank 33,000,000 7.7% 4 New York Plaza 13th Floor New York, NY 10004 BNY/ITC - Dealers Clearance Special 25,450,000 6.0% C/O N.A. Schapiro & Co. In. One Chase Manhattan Plaza, 58th Floor New York, NY 10005 Class B Bankers Trust Company 27,500,000 84.6% C/O BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211 Chase Manhattan Bank 5,000,000 15.4% 4 New York Plaza 13th Floor
4 New York, NY 10004 SERIES 1997-A Class A SSB-Custodian $ 252,000,000 38.8% Global Corp Action Dept JAB5W P.O. Box 1631 Boston, MA 02105-1631 The Northern Trust Company 100,000,000 15.4% 801 S. Canal C-IN Chicago, IL 60607 Citibank, N.A. 68,000,000 10.5% P.O. Box 30576 Tampa, FL 33630-3576 Chase Manhattan Bank 59,000,000 9.1% 4 New York Plaza 13th Floor New York, NY 10004 Bank of New York 45,000,000 6.9% 925 Patterson Plank Rd. Secaucus, NJ 07094 Chase Manhattan Bank/FI-Trac 45,000,000 6.9% 4 New York Plaza 11th Floor New York, NY 10015 BNY/ITC - Dealers Clearance Special 34,750,000 5.4% C/O N.A. Schapiro & Co. In. One Chase Manhattan Plaza, 58th Floor New York, NY 10005 Class B Chase Manhattan Bank 15,000,000 36.4% 4 New York Plaza 13th Floor New York, NY 10004 NBD Bank Municipal Bond Dept 14,250,000 34.5% Attn: Securities Dept. 611 Woodward Avenue Detroit, MI 48226 Bankers Trust Company 12,000,000 29.1% C/O BT Services Tennessee Inc. 648 Grassmere Park Drive Nashville, TN 37211
The address of each above participant is: C/O The Depository Trust Company 55 Water Street New York, NY 10041 5 (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 three (3) reports on Form 8-K were filed by the registrant during the quarter ending December 31, 1997: 1. Form 8-K, dated October 24, 1997 (Item 7) 2. Form 8-K, dated November 24, 1997 (Item 7) 3. Form 8-K, dated December 19, 1997 (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 As Servicer on Behalf of the BA Master Credit Card Trust By: /s/ MARGARET A. SPRUDE ---------------------------------- Name: Margaret A. Sprude Title: SVP & Chief Financial Officer 6 EXHIBIT INDEX EXHIBIT NUMBER TITLE ------- ----- 99.1 -- Annual Servicer's Certificate 99.2 -- Annual Accountant's Reports - ---------- (b) The following three (3) reports on Form 8-K were filed by the registrant during the quarter ending December 31, 1997: 1. Form 8-K, dated October 24, 1997 (Item 7) 2. Form 8-K, dated November 24, 1997 (Item 7) 3. Form 8-K, dated December 19, 1997 (Item 7) (c) See Item 14(a)(3) above (d) Not Applicable EX-99.1 2 EX-99.1 1 EXHIBIT 99.1 FORM OF ANNUAL SERVICER'S CERTIFICATE Bank of America National Association BANK OF AMERICA MASTER CREDIT CARD TRUST The undersigned, a duly authorized representative of Bank of America National Association ("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, 1997 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 11th day of MARCH, 1998. By: /s/ MARGARET A. SPRUDE ------------------------------------- Name: Margaret A. Sprude Title: SVP & Chief Financial Officer EX-99.2 3 EX-99.2 1 EXHIBIT 99.2 Independent Accountant's Report Bank of America National Association and U.S. Bank National Association We have examined management's assertion, included in the accompanying Report of Management on Credit Card Trust Internal Controls and Pooling and Servicing Agreement Compliance (the "Report"), that Bank of America National Association ("BANA"), a wholly owned subsidiary of BankAmerica Corporation, maintained internal controls over the functions performed as servicer of the BA Master Credit Card Trust Series 1996-A, Series 1996-B, Series 1997-A and Series 1997-B (the "Trust") that are effective, as of December 31, 1997, 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 Pooling and Servicing Agreement (the "Agreement") dated as of July 19, 1996 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 financial reports. Management is responsible for BANA's internal controls over compliance with those requirements. Our responsibility is to express an opinion on management's assertion about BANA's internal controls over compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants, and accordingly, included obtaining an understanding of the internal controls over the functions performed by BANA as servicer of the Trust, testing and evaluating the design and operating effectiveness of the controls, and 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 BANA's internal controls over compliance with specified requirements. Because of inherent limitations in internal controls, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the internal controls over the functions performed by BANA as servicer of the Trust to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the controls may deteriorate. In our opinion, management's assertion that BANA maintained internal controls over the functions performed as servicer of the Trust that are effective, as of December 31, 1997, 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 are 2 recorded properly to permit the preparation of the required financial reports, is fairly stated, in all material respects, based upon the following criteria specified in the Report: - - Controls provide reasonable assurance that funds collected are appropriately remitted to the Trustee in accordance with the Agreement and the supplements to the Agreement. - - Controls provide reasonable assurance that Trust assets are segregated from those assets retained by BANA in accordance with the Agreement and the supplements to the Agreement. - - Controls provide reasonable assurance that expenses incurred by the Trust are properly calculated and remitted in accordance with the Agreement and the supplements to the Agreement. - - Controls provide reasonable assurance that the addition of accounts to the Trust are authorized in accordance with the Agreement and the supplements to the Agreement. - - Controls provide reasonable assurance that the removal of accounts from the Trust are authorized in accordance with the Agreement and the supplements to the Agreement. - - Controls provide reasonable assurance that Trust assets amortizing out of the Trust are calculated in accordance with the Agreement and the supplements to the Agreement. - - Controls provide reasonable assurance that Monthly Trust reports generated in the form of "Exhibits" and provided to the Trustee are reviewed by management prior to disbursing. - - Controls provide reasonable assurance that Monthly Trust reports generated in the form of "Exhibits" contain all required information per section 5.02 of the supplements to the Agreement. This report is intended solely for your information. However, this report is a matter of public record as a result of being included as an exhibit to the annual report on Form 10-K prepared by BANA and filed with the Securities and Exchange Commission on behalf of BA Master Credit Card Trust and its distribution is not limited. /s/ ERNST & YOUNG LLP -------------------------- Ernst & Young LLP March 11, 1998 3 Independent Accountant's Report Bank of America National Association and U.S. Bank National Association We have examined management's assertion, included in the accompanying Report of Management on Credit Card Trust Internal Controls and Pooling and Servicing Agreement Compliance (the "Report"), about Bank of America National Association's ("BANA"), a wholly owned subsidiary of BankAmerica Corporation, compliance with the 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 Pooling and Servicing Agreement dated as of July 19, 1996 between BANA and U.S. Bank National Association (formerly known as First Bank National Association) (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 and Series 1997-B as of December 31, 1997 and for the year then ended. Management is responsible for BANA's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about BANA's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about BANA's compliance with those requirements 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 of BANA's compliance with specified requirements. In our opinion, management's assertion that BANA was in compliance, in all material respects, with the terms and conditions of the sections of the Agreement and the provisions of each supplement to the Agreement referred to above, as of December 31, 1997 and for the year then ended, is fairly stated, in all material respects. This report is intended solely for your information. However, this report is a matter of public record as a result of being included as an exhibit to the annual report on Form 10-K prepared by BANA and filed with the Securities and Exchange Commission on behalf of BA Master Credit Card Trust and its distribution is not limited. /s/ ERNST & YOUNG LLP -------------------------- Ernst & Young LLP March 11, 1998 4 Report of Management on Credit Card Trust Internal Controls and Pooling and Servicing Agreement Compliance INTERNAL CONTROLS Bank of America National Association ("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 and Series 1997-B (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 and Series 1997-B, 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, 1997, 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 and Series 1997-B, as of December 31, 1997 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 11, 1998 /s/ MARGARET A. SPRUDE --------------------------------- Margaret A. Sprude SVP & Chief Financial Officer /s/ MICHAEL KOPP ---------------------------------- Michael Kopp Controller -----END PRIVACY-ENHANCED MESSAGE-----