<PAGE> 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. [ ]
<PAGE> 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.
<PAGE> 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:
<TABLE>
<CAPTION>
Participant Quantity Percentage
--------------- ----------- --------------
<S> <C> <C>
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
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
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
</TABLE>
The address of each above participant is:
C/O The Depository Trust Company
55 Water Street
New York, NY 10041
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<PAGE> 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
