<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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: 333-4152
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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 ID)
INCORPORATION)
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: (704) 386-4103
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: 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
Class A Series 1998-A Floating Rate Asset Backed Certificates
Class B Series 1998-A Floating Rate Asset Backed Certificates
Class A Series 1998-B Floating Rate Asset Backed Certificates
Class B Series 1998-B Floating Rate Asset Backed Certificates
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. [X]
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
PART III
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.
(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, 1998.Such direct
participants may hold Certificates for their own
accounts or for the accounts of their customers. At
December 31, 1998, 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
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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
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
(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, 1998:
1. Form 8-K, dated October 29, 1998 (Item 7)
2. Form 8-K, dated November 20, 1998 (Item 7)
3. Form 8-K, dated December 17, 1998 (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
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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, 1998 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 30th day of MARCH, 1999.
By: /s/ Margaret A. Sprude
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Name: Margaret A. Sprude
Title: SVP & Chief Financial Officer
EXHIBIT 99.2
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Independent Accountant's Report
Bank of America National Association
and
Bank of New York
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, Series 1997-B,
Series 1997-C, Series 1998-A, Series 1998-B, and Series 1998-C
(the "Trust") that are effective, as of December 31, 1998, 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, 1998, 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 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 5.2 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
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Ernst & Young LLP
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, Series
1997-B, Series 1997-C, Series 1998-A, Series 1998-B, and
Series 1998-C (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, Series 1997-B, Series 1997-C,
Series 1998-A, Series 1998-B, and Series 1998-C, as
applicable, between BANA and U.S. 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.
- - 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, 1998, its internal controls over the
functions performed as servicer of the Trusts 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 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, Series 1997-B,
Series 1997-C, Series 1998-A, Series 1998-B and Series 1998-C,
as of December 31, 1998 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.
February 26, 1999
/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
