SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1996
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
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
on Behalf of the BA Master Credit Card Trust
United States 86-0645265
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION)
1825 East Buckeye Road
Phoenix, Arizona 85034
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(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
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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
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(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. [ ]
<PAGE>
PART I
Items 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,
1996. Such direct participants may hold Certificates for their own accounts or
for the accounts of their customers. At December 31, 1996, 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 that date:
SERIES 1996-A
Participant Quantity Percentage
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Class A
Bank of New York $41,000,000 9.6%
Commerzbank Capital Market 46,500,000 10.9%
Corporation
Chase Manhattan Bank 33,000,000 7.7%
Chase Manhattan/Chemical Bank 68,000,000 15.9%
Citicorp Service Inc. 37,000,000 8.7%
First National Bank of Chicago 50,000,000 11.7%
Goldman Sachs & Company 41,000,000 9.6%
in c/o ADP Proxy Service
Northern Trust Company 77,990,000 18.2%
Class B
Bankers Trust Company 27,500,000 84.6%
Chase Manhattan Bank 5,000,000 15.4%
The address of each above participant is:
c/o The Depository Trust Company
55 Water Street
New York, New York 10041
(b) Not Applicable.
(c) Not Applicable.
Item 13.Certain Relationships and Related Transactions.
Not Applicable.
PART IV
Item 14.Exhibits, Financial Statement 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, 1996:
1. Form 8-K, dated October 24, 1996 filed on October 21,
1996. (Item 7)
2. Form 8-K, dated November 26, 1996 filed on November 22,
1996. (Item 7)
3. Form 8-K, dated December 16, 1996 filed on December 20,
1996. (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
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Name: Margaret A. Sprude
Title: SVP & Chief Financial Officer
<PAGE>
EXHIBIT 99.1
FORM OF ANNUAL SERVICER'S CERTIFICATE
Bank of America National Association
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BANK OF AMERICA MASTER CREDIT CARD TRUST
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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:
1. Bank of America 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 during the period
from the Closing date until DECEMBER 31, 1996 was conducted under the
supervision of the undersigned.
5. Based on such review, the Servicer has, to the best of the
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: (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
<PAGE>
IN WITNESS WHEREOF, the undersigned has duly executed this
certificate this 12th day of MARCH, 1997.
/s/ MARGARET A. SPRUDE
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Name: Margaret A. Sprude
Title: SVP & Chief Financial Officer
<PAGE>
EXHIBIT 99.2
Independent Accountant's Reports
Bank of America National Association
and
First 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 ("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 and Series 1996-B ("Trust") that are effective,
as of December 31, 1996 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 ("Agreement") dated as of
July 19, 1996, between BANA and 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 internal
controls over the functions performed by BANA as servicer of the Trust to future
periods are subject to the risk that the policies and procedures 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, 1996, 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 First Bank National Association,
and are 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 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 and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement or the applicable supplements to
the Agreement. 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
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Ernst & Young LLP
Phoenix, Arizona
March 14, 1997
<PAGE>
Independent Accountant's Report
Bank of America National Association
and
First 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 ("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 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 and Series 1996-B as of December 31, 1996, and for the
period July 19, 1996 through December 31, 1996. 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 on
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, 1996 and for the period July 19, 1996 through December
31, 1996, is fairly stated, in all material respects.
This report is intended solely for your information and should not be referred
to or distributed for any purpose to anyone who is not authorized to receive
such information as specified in the Agreement or the applicable supplements to
the Agreement. 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
Phoenix, Arizona
March 14, 1997
<PAGE>
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 and 1996-B ("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 and
Series 1996-B, as applicable, between BANA and 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 sold credit card receivables 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.
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, 1996, 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 First Bank National Association and the supplements to the Agreement and are
recorded properly to permit the preparation of the required financial reports.
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(e), 4.09, 4.10 and 5.02(a) of
the supplements to the Agreement relating to Series 1996-A and Series 1996-B, as
of December 31, 1996, and for the period July 19, 1996 through December 31,
1996. 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 14, 1997
/s/ MARGARET A. SPRUDE
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Margaret A. Sprude
SVP & Chief Financial Officer
/s/ MICHAEL KOPP
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Michael Kopp
Controller
