<PAGE>
CONFORMED WITH EXHIBITS
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 333-3200-01
BANKAMERICA HOUSING SERVICES, AN UNINCORPORATED DIVISION
OF BANK OF AMERICA, FSB, SELLER AND SERVICER
(as Seller of certain Manufactured Housing Contracts
conveyed to a certain trust which trust issued)
5.910% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-1
6.015% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-2
6.060 BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-3
6.195% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-4
6265% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-5
6.340% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-6
6.580% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-7
6.725% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-8
7.015% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-9
6.800% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class M
6.940% BankAmerica Manufactured Housing Contract II
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class B-1
(Principal and interest payable on the 10th of each month beginning in
August, 1997)
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Bank of America, FSB
United States 91-0221850
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State or other jurisdiction of I.R.S. Employer
Incorporation of Organization Identification Number
555 California Street
San Francisco, California 94104
-----------------------------------------
(Address of principal executive offices)
(415) 622-2220
--------------------------
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
None None
Indicate by check mark whether the registrant 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
---- ----
Aggregate market value of voting stock held by non-affiliates of the
Registrant: Not applicable.
Documents Incorporated by Reference: None
Number of shares of Registrant's common stock outstanding as of December 31,
1997: Not applicable.
Item 1. Business
Bank of America, FSB, (the "Registrant") is filing this Annual
Report on Form 10-K in its capacity as Seller of certain Manufactured Housing
Contracts (the "Contracts") conveyed to a trust (the "Series 1997-1 Trust").
The Series 1997-1 Trust issued the 5.910% BankAmerica Manufactured Housing
Contract Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class
A-1, 6.015% BankAmerica Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1997-1, Class A-2, 6.060% BankAmerica
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 1997-1, Class A-3, 6.195% BankAmerica Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-4,
6.265% BankAmerica Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1997-1, Class A-5, 6.340% BankAmerica
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 1997-1, Class A-6, 6.580% BankAmerica Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1997-1, Class A-7,
6.725% BankAmerica Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificates, Series 1997-1, Class A-8, 7.015% BankAmerica
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 1997-1, Class A-9, 6.800% BankAmerica Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificates, Series 1997-1 Class M, 6.940%
BankAmerica Manufactured Housing Contract Senior/Subordinate Pass-Through
Certificates, Series 1997-1, Class B-1 (collectively, "the Certificates")*,
pursuant to a Pooling and Servicing Agreement dated as of July 1, 1997 (the
"Series 1997-1 Agreement"), between the Registrant, as Seller, and The First
National Bank of Chicago, as trustee (the "Trustee"). The Certificates
evidence undivided beneficial interests in the Trust Fund established by the
1997-1 Agreement.
In filing this Annual Report on Form 10-K, the Registrant is using
a reduced disclosure format pursuant to a "no action" letter and exemptive
order requested from the Securities and Exchange Commission on May 6, 1996,
as supplemented by a revised request letter submitted on September 16, 1996.
ITEM 2. PROPERTIES
Pursuant to the terms of the Order, reference is hereby made to
the Annual Statement as to Compliance delivered to the Trustee with respect
to the Series 1997-1 Trust (the "Annual Statement as to Compliance"), filed
as Exhibit 99.1 to this Annual Report on Form 10-K.
ITEM 3. LEGAL PROCEEDINGS
2
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The Registrant was a party to no material pending legal
proceedings during the period covered by this Annual Report and during such
period knew of no other material pending legal proceedings involving the
Series 1997-1 Trust, the manufactured housing contracts contained in such
Trust (the "Contract Pool"), or with respect to the Contract Pool, the
Trustee or the Servicer other than ordinary routine litigation incidental to
the Trustee's or the Servicer's duties under the Series 1997-1 Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant knows of no vote or consent of holders of any
Certificate that was solicited for any purpose during the calendar year
covered by this Annual Report on Form 10-K.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no established public trading market for the Class A
Certificates.
(b) As of December 31, 1997, the Class A Certificates were held of
record by 60 Depository Trust Company Participants.
3
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Annual Statement as to Compliance with respect to the Series
1997-1 Trust for the period covered by this Annual Report appears as Exhibit
99.1 to this Annual Report on Form 10-K.
The Annual Report on the Servicer's servicing activities for the
Series 1997-1 Trust for the period covered by this Annual Report is included as
Exhibit 99.2 to this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
PART IV
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transaction between the Series 1997-1 Trust and the holders of
the Certificates occurred during the period covered by this Annual Report on
Form 10-K, except routine distributions to such certificate holders as
contemplated by the Series 1997-1 Agreement.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Pursuant to the Order, the Registrant includes as an exhibit to
this Annual Report on Form 10-K the Annual Statement as to Compliance with
respect to the Series 1997-1 Trust for the year ended December 31, 1997
delivered by the Servicer under the Series 1997-1 Agreement and the annual
report on the Servicer's servicing activities for the Series 1997-1 Trust.
<TABLE>
<CAPTION>
Exhibit No.
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<S> <C>
99.1 Annual Statement as to Compliance for the Series
1997-1 Trust for the year ended December 31, 1997.
99.2 Annual Servicing Report for the Series 1997-1 Trust
for the year ended December 31, 1997.
99.3 Aggregate Payment Amounts for Calendar Years.
</TABLE>
4
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 31, 1998
/s/ John W. Wheeler
--------------------------------
John W. Wheeler
Executive Vice President
Bank of America, NT&SA
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following person on
behalf of the Registrant and in the capacity and on the date indicated.
Dated: March 31, 1998
/s/ John W. Wheeler
--------------------------------
John W. Wheeler
Executive Vice President
Bank of America, NT&SA
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
99.1 Annual Statement as to Compliance for the
Series 1997-1 Trust for the year ended December
31, 1997.............................................
99.2 Annual Servicing Report for the Series 1997-1 Trust
for the year ended December 31, 1997..................
99.3 Aggregate Payment Amounts for Calendar Years
</TABLE>
6
<PAGE>
EXHIBIT 99.1
[LOGO]
ANNUAL STATEMENT AS TO COMPLIANCE
The undersigned certifies that she is an Assistant Vice President of
BankAmerica Housing Services, a Division of Bank of America, FSB, (the
"Servicer") and that, as such, she is duly authorized to execute and deliver
this certificate on behalf of the Servicer pursuant to Section 4.20 of the
Pooling and Servicing Agreement (the "Agreement") dated as of July 1, 1997,
between Bank of America National Trust and Savings Association, Contract
Seller, BankAmerica Housing Services, a Division of Bank of America, FSB, as
Contract Seller and Services, and First National Bank, of Chicago, as
Trustee of the Trust 1997-1, (all capitalized terms used herein without
definition having the respective meanings specified in the Agreement) and
further certifies that:
1. I have reviewed the activities during the preceding calendar year
and performance under this agreement has been made under such
officer's supervision under Section 4.20 of the Agreement; and
2. To the best of my knowledge, based on such review, the Servicer
has fulfilled all its obligations under this Agreement throughout
such year.
IN WITNESS WHEREOF, I have affixed hereunto my signature this 31st day of
March, 1998.
BANKAMERICA HOUSING SERVICES,
a Division of Bank of America, FSB
By /s/ Mary Churley
-----------------------------------
Mary Churley
Assistant Vice President and Manager
Investor Servicing
<PAGE>
EXHIBIT 99.2
[LOGO]
Report of Independent Auditors
Management
BankAmerica Housing Services
A Division of Bank of America, FSB
We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Bank of America, FSB as of and for
the year ended December 31, 1997 and have issued our report thereon dated
March 17, 1998. The consolidated financial statements of Bank of America, FSB
include the financial statements of BankAmerica Housing Services, a Division
of Bank of America, FSB ("Division").
The audit referred to above included tests relating to manufactured housing
contracts included in 1) Merrill Lynch Mortgage Investors, Inc. Manufactured
Housing Contract Pass-Through Certificates, Series 1988J, Series 1988P, Series
1989C, Series 1989E, Series 1989G, Series 1990A, Series 1990C, Series 1990F,
Series 1990H, Series 1991A and Series 1991C, and 2) Security Pacific
Acceptance Corporation Manufactured Housing Contract Pass-Through
Certificates, Series 1991-2, Series 1991-3, Series 1992-1, Series 1992-2,
Series 1992-3, and Series 1995-1, serviced in accordance with Article V of
the related pooling and servicing agreements, and 3) Greenwich Capital
Acceptance Inc. Manufactured Housing Contracts Senior/Subordinate
Pass-Through Certificates, Series 1995-BA1, serviced in accordance with Article
III of the related pooling and servicing agreement, and 4) BankAmerica
Manufactured Housing Contract Trust Senior/Subordinate Pass-Through
Certificates, Series 1996-1, Series 1997-1, and Series 1997-2, serviced in
accordance with Article IV of the related pooling and servicing agreement. In
connection with our audit, nothing came to our attention that caused us to
believe that the Division failed to comply with Articles III, IV and V of the
related pooling and servicing agreements. However, it should be noted that
our audit was not directed primarily toward obtaining knowledge of such
noncompliance.
This report is intended solely for the use of the Division and the Trustee
and should not be used for any other purpose.
Ernst & Young LLP
March 17, 1998
<PAGE>
EXHIBIT 99.3
BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES
SERIES 1997-1, INVESTOR NUMBER 19972001
AGGREGATE PAYMENT AMOUNTS FOR CALENDAR YEAR
JANUARY 1, 1997 THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
PRINCIPAL DISTRIBUTIONS: CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Scheduled Principal Reduction 2,149,127.39 0.00 0.00 0.00 0.00
Partial Principal Prepayments 719,403.17 0.00 0.00 0.00 0.00
Principal Prepayments In Full 6,259,300.90 0.00 0.00 0.00 0.00
Contract Liquidations 1,379,302.44 0.00 0.00 0.00 0.00
Contract Repurchases 83,033.15 0.00 0.00 0.00 0.00
Previously Undistributed Shortfalls 0.00 0.00 0.00 0.00 0.00
------------- --------- --------- --------- ---------
TOTAL PRINCIPAL DISTRIBUTION 10,590,167.05 0.00 0.00 0.00 0.00
------------- --------- --------- --------- ---------
------------- --------- --------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL DISTRIBUTIONS: CLASS A-6 CLASS A-7 CLASS A-8 CLASS A-9 CLASS M
------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Scheduled Principal Reduction 0.00 0.00 0.00 0.00 0.00
Partial Principal Prepayments 0.00 0.00 0.00 0.00 0.00
Principal Prepayments In Full 0.00 0.00 0.00 0.00 0.00
Contract Liquidations 0.00 0.00 0.00 0.00 0.00
Contract Repurchases 0.00 0.00 0.00 0.00 0.00
Previously Undistributed Shortfalls 0.00 0.00 0.00 0.00 0.00
------------- --------- --------- --------- ---------
TOTAL PRINCIPAL DISTRIBUTION 0.00 0.00 0.00 0.00 0.00
------------- --------- --------- --------- ---------
------------- --------- --------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL DISTRIBUTIONS: CLASS B-1 CLASS B-2
--------- ---------
<S> <C> <C>
Scheduled Principal Reduction 0.00 0.00
Partial Principal Prepayments 0.00 0.00
Principal Prepayments In Full 0.00 0.00
Contract Liquidations 0.00 0.00
Contract Repurchases 0.00 0.00
Previously Undistributed Shortfalls 0.00 0.00
--------- ---------
TOTAL PRINCIPAL DISTRIBUTION 0.00 0.00
--------- ---------
--------- ---------
</TABLE>
<TABLE>
<CAPTION>
INTEREST DISTRIBUTIONS: CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5
------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Interest Distribution Amount 633,524.09 541,380.00 621,150.00 913,762.50 447,947.52
------------- ---------- ---------- ---------- ----------
------------- ---------- ---------- ---------- ----------
CLASS A-6 CLASS A-7 CLASS A-8 CLASS A-9 CLASS M
------------- ------------ ---------- ---------- ----------
Interest Distribution Amount 491,350.02 1,292,970.00 874,249.98 966,140.88 757,180.02
------------- ------------ ---------- ---------- ----------
------------- ------------ ---------- ---------- ----------
CLASS B-1 CLASS B-2
---------- ----------
Interest Distribution Amount 545,484.00 302,620.62
---------- ----------
---------- ----------
</TABLE>
<PAGE>
BANKAMERICA MANUFACTURED HOUSING CONTRACT TRUST
SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES
SERIES 1997-1
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1997 Distribution Allocable to Principal 10,590,167.05 0.00 0.00 0.00
1997 Distribution Allocable to Interest 633,524.09 541,380.00 621,150.00 913,762.50
12/31/97 Remaining Principal Balance 14,909,832.95 18,000,000.00 20,500,000.00 29,500,000.00
</TABLE>
<TABLE>
<CAPTION>
CLASS A-5 CLASS A-7 CLASS A-8 CLASS A-9
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1997 Distribution Allocable to Principal 0.00 0.00 0.00 0.00
1997 Distribution Allocable to Interest 447,947.52 1,292,970.00 874,249.98 966,140.88
12/31/97 Remaining Principal Balance 14,300,000.00 39,300,000.00 26,000,000.00 27,545,000.00
</TABLE>
<TABLE>
<CAPTION>
CLASS A-6 CLASS M CLASS B-1 CLASS B-2
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
1997 Distribution Allocable to Principal 0.00 0.00 0.00 0.00
1997 Distribution Allocable to Interest 491,350.02 757,180.02 545,484.00 302,620.62
12/31/97 Remaining Principal Balance 15,500,000.00 22,270,000.00 15,720,000.00 7,860,275.30
</TABLE>
NUMBER AND AGGREGATE REMAINING PRINCIPAL BALANCE OF CONTRACTS WITH PAYMENTS
DELINQUENTS:
<TABLE>
<CAPTION>
DAYS DELINQUENT NUMBER AGGREGATE REMAINING PRINCIPAL BALANCE
--------------- ------ -------------------------------------
<S> <C> <C>
31-59 143 4,048,262.89
60-89 36 1,132,877.51
90 or more 35 1,084,826.02
</TABLE>
<TABLE>
<S> <C>
Aggregate Amount of Servicing Fees and Expenses Payable
out of the Trust for 1997: 1,289,671.66
The number of Contracts that were repurchased or replaced during 1997: 3
1997 Aggregate Principal Balance of All Contracts
repossessed or foreclosed upon: 3,569,364.94
The balance on the Reserve Account as of 12/31/97: 0.00
1997 Cumulative Realized Lossess: 724,523.13
The amount of any outstanding Monthly Advance Amount as of 12/31/97: 0.00
1997 amounts deposited to Reserve Account: 0.00
The pool scheduled principal balance, expressed as a
percentage of the Cut-Off Date pool principal balance: 96.7176089%
The number of Manufactured Homes Currently held by the
Servicer due to Repossessions 66
and the aggregate principal balance of the related
defaulted Contracts: 2,147,888.84
</TABLE>
