-----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, UoDnbEFy57QjfhnoW2DIEwihhuH8Kc8/d5DVpEENcrx1UIzni7jF0auA20R4rRtZ NUbCsNDgLy9QrP8QZFxQuQ== 0000070858-99-000107.txt : 19990402 0000070858-99-000107.hdr.sgml : 19990402 ACCESSION NUMBER: 0000070858-99-000107 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONSBANK NA CENTRAL INDEX KEY: 0000928378 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 570236115 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-03557 FILM NUMBER: 99581153 BUSINESS ADDRESS: STREET 1: TRANSAMERICA SQUARE NCI-021-03-07 STREET 2: 401 N. TRYON ST. CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043865000 MAIL ADDRESS: STREET 1: NATIONSBANK CORP CENTER STREET 2: 401 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 10-K 1 BODY OF 12/31/98 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 1998 Commission file number 33-97436 -------- NationsBank, N.A. (as Servicer and on behalf of ----------------------------------------------- NationsBank Auto Grantor Trust 1995-A) -------------------------------------- (Exact name of registrant as specified in its charter) United States of America 57-0236115 - --------------------------- ---------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) Interstate Tower, 121 W. Trade Street, Charlotte, North Carolina 28255 - ---------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (704) 386-5000 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 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 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] State the aggregate market value of the voting stock held by non-affiliates of the registrant. None. Indicate the number of shares outstanding of the registrant's classes of common stock, as of the latest practicable date. None. Documents Incorporated by Reference. None. PART I - ------- Item 1. Business -------- Not applicable. Item 2. Properties ---------- Not applicable. Item 3. Legal Proceedings ------------------ There are no material pending legal proceedings with respect to NationsBank Auto Grantor Trust 1995-A (the "Trust") involving the Trust, The Chase Manhattan Bank, as Trustee, or NationsBank, N.A., as Servicer, other than ordinary routine litigation incidental to the Trust assets or the Trustee's or the Servicer's duties under the applicable Pooling and Servicing Agreement. Item 4. Submission of Matters to a Vote of Security Holders ----------------------------------------------------------- None. PART II - -------- Item 5. Market for the Registrant's Common Equity and Related Stockholder ------------------------------------------------------------------- Matters ----- (a) Market Information. There is no established public trading market for the Certificates. (b) Holders. Since each of the Certificates was issued in book entry form only, there is only one holder of record of each Series of Certificates. See Item 12 below. (c) Dividends. Not applicable. 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 ----------------- None. 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 --------------------------------------------------------------------- The Certificates 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 Trust is not entitled to receive a certificate representing such interest except in limited circumstances. Accordingly, Cede & Co. is the sole holder of record 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 address of Cede & Co. is: Cede & Co. c/o The Depository Trust Company Attention: Proxy Department Seven Hanover Square New York, New York 10004 Item 13. Certain Relationships and Related Transactions -------------------------------------------------- There has not been, and there is not currently proposed, any transaction or series of transactions, to which either the Trust or NationsBank, N.A., as Servicer, is a party with any Certificateholder or any member of the immediate family of any such Certificateholder who, to the knowledge of the Servicer, owns of record or beneficially more than five percent of the Certificates. PART IV - -------- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K --------------------------------------------------------------------- (a) 1. Not applicable. 2. Not applicable. 3. Exhibits: 99.1 Annual Statement as to Compliance 99.2 Report of Independent Accountants (b) Reports on Form 8-K. As Servicer and on behalf of the NationsBank Auto Grantor Trust 1995-A, NationsBank, N.A. filed a Current Report on Form 8-K pursuant to Items 5 and 7 for the following monthly distribution dates during 1998, including the Servicer's Certificate for each due period provided to The Chase Manhattan Bank, as Trustee. Dates of Reports on Form 8-K ---------------------------- January 15, 1998 February 17, 1998 March 16, 1998 April 15, 1998 May 15, 1998 June 15, 1998 July 15, 1998 August 17, 1998 September 15, 1998 October 15, 1998 November 16, 1998 December 15, 1998 (c) The exhibits filed as part of this report are listed in the Index to Exhibits on page 5. (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, thereunto duly authorized. NationsBank, N.A., as Servicer and on behalf of NationsBank Auto Grantor Trust 1995-A By: /s/ SUZANNE CASTLEBERRY ------------------------- Suzanne Castleberry Vice President (Duly Authorized Officer) Date: March 31, 1999 EX-99 2 EXHIBIT 10-K Exhibit 99.1 Annual Statement as to Compliance NationsBank, N.A. NationsBank Auto Grantor Trust 1995-A ------------------------------------- The undersigned, a duly authorized representative of NationsBank, N.A., as Servicer pursuant to the Pooling and Servicing Agreement dated as of December 6, 1995 (the "Agreement"), between NationsBank, N.A and NationsBank of Texas, N.A., as Sellers and NationsBank, N.A., as Servicer, and The Chase Manhattan Bank, as Trustee, does hereby certify that: 1. Capitalized terms used in this Officer's Certificate have their respective meanings set forth in the Agreement. 2. NationsBank, N.A. is as of the date hereof the Servicer under the Agreement. 3. The undersigned is duly authorized pursuant to the Agreement to execute and deliver this Officer's Certificate to the Trustee. 4. The certificate is delivered pursuant to Section 3.10 of the Agreement. 5. A review of the activities of the Servicer during the calendar year ended December 31, 1998, and of its performance under the Agreement was made under my supervision. 6. Based on such review, to the best of my knowledge, the Servicer has fully performed all its obligations under the Agreement throughout such calendar year, and no event which, with the giving of notice or passage of time or both, would constitute a default by the Servicer has occurred or is continuing. IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Servicer, has duly executed this Officer's Certificate this 31st day of March, 1999. By: /s/ SUZANNE CASTLEBERRY ------------------------- Suzanne Castleberry Vice President Exhibit 99.2 page 1 of 2 REPORT OF INDEPENDENT ACCOUNTANTS August 31, 1998 To the Board of Directors of NationsBank, N.A. and The Chase Manhattan Bank We have examined management's assertion about NationsBank, N.A.'s (the "Company") compliance with sections 3.1(d), 3.2, 3.3, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.13, 3.14, 4.1(a)(ii-iii), 4.1(b)(i-iii), 4.2, 4.3, 4.4, 4.5(a-b), 4.7, and 9.1, except for references from such sections to a section (and references therefrom) not specifically delineated herein, of the Pooling and Servicing Agreement for the Auto Grantor Trust 1995-A dated December 6, 1995 (the "Agreement"), between the Company, as successor, and NationsBank of Texas, N.A., as Sellers; the Company, as Servicer, and The Chase Manhattan Bank as Trustee and Collateral Agent, during the period September 1, 1997 to August 31, 1998 included in the accompanying Report of Management on Compliance with Pooling and Servicing Agreement. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company'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 the Company'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 on the Company's compliance with specified requirements. In our opinion, management's assertion that the Company complied with the aforementioned sections of the Agreement for the period referred to above is fairly stated, in all material respects. By: /s/ PriceWaterhouse Coopers LLP Exhibit 99.2 page 2 of 2 REPORT OF MANAGEMENT ON COMPLIANCE WITH POOLING AND SERVICING AGREEMENT NationsBank, N.A. (the "Company") has responsibility for the monthly and annual reporting in compliance with the Pooling and Servicing Agreement (the "Agreement") for the Auto Grantor Trust 1995-A (the "Trust") dated December 6, 1995 between the Company, as successor, and NationsBank of Texas, N.A., as Sellers; the Company, as Servicer; and The Chase Manhattan Bank, as Trustee and Collateral Agent. Management of the Company asserts that for the period of September 1, 1997 to August 31, 1998, the Company was in compliance with sections of the Agreement related to servicing of the Receivables held by the Trust in all material respects. /s/ RUTH S. QUEEN /s/ JOHN W. BROTHERS - -------------------- ----------------------- Ruth S. Queen John W. Brothers Senior Vice President Senior Vice President NationsBank, N.A. NationsBank, N.A. /s/ SUZANNE CASTLEBERRY /s/ TOM C. BOWERS - ------------------------- -------------------- Suzanne W. Castleberry Tom C. Bowers Vice President Senior Vice President NationsBank, N.A. NationsBank, N.A. /s/ WILLIAM K. KINYUA - ------------------------ William K. Kinyua Vice President NationsBank, N.A. August 31, 1998 -----END PRIVACY-ENHANCED MESSAGE-----