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, 1999
COMMISSION FILE NUMBER: 333-4152
Bank of America, National Association (USA)
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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
Class A Series 1999-A Floating Rate Asset Backed Certificates
Class B Series 1999-A Floating Rate Asset Backed Certificates
Class A Series 1999-B Floating Rate Asset Backed Certificates
Class B Series 1999-B Floating Rate Asset Backed Certificates
Class A Series 1999-C Floating Rate Asset Backed Certificates
Class B Series 1999-C 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. [X]
<PAGE> 2
PART I
Item 1. Business.
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Not Applicable
Item 2. Properties.
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Not Applicable
Item 3. Legal Proceedings.
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Not Applicable
Item 4. Submission of Matters to a vote of Security-Holders.
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Not Applicable
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholders
Matters.
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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.
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Not Applicable
Item 7. Management's Discussion and Analysis of Financial condition and
Results of Operations.
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Not Applicable
Item 8. Financial Statements and Supplementary Data.
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Not Applicable
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
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Not Applicable
Item 10. Directors and Executive Officers of the Registrant.
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Not Applicable
Item 11. Executive Compensation.
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Not Applicable
Items 12. Security Ownership of Certain Beneficial Owners and Management.
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(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, 1999.
Such direct participants may hold Certificates for their own accounts
or for the accounts of their customers. At December 31, 1999, 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
--------------- ----------- --------------
SERIES 1996-A
Class A
SSB-Custodian $ 146,200,000 34.2%
Trust Custody
225 Franklin Street, M4
Boston, MA 02110
Bank of New York 93,225,000 21.8%
925 Patterson Plank Rd.
Secaucus, NJ 07094
Boston Safe Deposit and Trust Co 48,775,000 11.4%
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank 44,570,000 10.4%
4 New York Plaza
13th Floor
New York, NY 10004
The Northern Trust Company 77,500,000 7.1%
801 S. Canal C-IN
Chicago, IL 60607
Class B
Bankers Trust Company 27,500,000 84.6%
C/O BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
BNY/ITC 5,000,000 15.4%
Dealers Clearance Special
c/o N.A. Schapiro & Co. In.
<PAGE> 4
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.
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Not Applicable
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K.
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(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 twelve (12) reports on Form 8-K were filed
by the registrant during the period ending December 31, 1999:
1. Form 8-K, dated January 15, 1999 (Item 7)
2. Form 8-K, dated February 15, 1999 (Item 7)
3. Form 8-K, dated March 15, 1999 (Item 7)
4. Form 8-K, dated April 15, 1999 (Item 7)
5. Form 8-K, dated May 17, 1999 (Item 7)
6. Form 8-K, dated June 15, 1999 (Item 7)
7. Form 8-K, dated July 15, 1999 (Item 7)
8. Form 8-K, dated August 16, 1999 (Item 7)
9. Form 8-K, dated September 15, 1999 (Item 7)
10. Form 8-K, dated October 15, 1999 (Item 7)
11. Form 8-K, dated November 15, 1999 (Item 7)
12. Form 8-K, dated December 15, 1999 (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 (USA)
As Servicer on Behalf of the
BA Master Credit Card Trust
By: /s/ DAVID M. BELK
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Name: David M. Belk
Title: Senior Vice President
<PAGE> 6
<PAGE> 1
EXHIBIT 99.1
FORM OF ANNUAL SERVICER'S CERTIFICATE
Bank of America, National Association (USA)
BANK OF AMERICA MASTER CREDIT CARD TRUST
The undersigned, a duly authorized representative of Bank of
America, National Association (USA), ("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, 1999 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, 2000.
By: /s/ DAVID M. BELK
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Name: David M. Belk
Title: Senior Vice President
<PAGE> 1
EXHIBIT 99.2
Report of Independent Accountants
To the Board of Directors of
Bank of America, N.A. (USA)
We have examined management's assertion that Bank of America, N.A. (USA),
formerly Bank of America National Association, (the "Company") maintained an
effective system of internal control over servicing of accounts and over
safeguarding of assets against unauthorized acquisition, use or disposition in
compliance with BA Master Credit Card Trust Pooling and Servicing Agreement
dated July 19, 1996, as amended December 18, 1998 and including the Series
1996-A, the Series 1996-B, the Series 1997-A, the Series 1997-B, the Series
1997-C, the Series 1998-A, the Series 1998-B, the Series 1998-C, the Series
1999-A, the Series 1999-B and the Series 1999-C Supplements (collectively, the
"Agreement"), between the Company, as Transferor and Servicer, and U.S. Bank
National Association, formerly First Bank National Association, as Trustee, as
of December 31, 1999 included in the accompanying Report of Management on
Compliance with Pooling and Servicing Agreement. We have also examined
management's assertion about the Company's compliance with sections 3.01(b-d,
f), 3.02, 3.04(b), 3.05, 3.08, 3.09, 4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 8.08 - and as to
section 4.19 with respect to the Series 1996-B and the Series 1997-B Supplements
and as to section 13.05 where applicable in the previously delineated sections
and except for references from such sections to a section (and references
therefrom) not specifically delineated herein - of the Agreement for the period
January 1, 1999 to December 31, 1999 for the Series 1996-A, the Series 1996-B,
the Series 1997-A, the Series 1997-B, the Series 1997-C, the Series 1998-A, the
Series 1998-B, the Series 1998-C, the Series 1999-A, the Series 1999-B and the
Series 1999-C (collectively, the "Series"), included in the accompanying Report
of Management on Compliance with Pooling and Servicing Agreement. Management is
responsible for the Company's system of internal control over servicing of
accounts and over safeguarding of assets against unauthorized acquisition, use
or disposition in compliance with the Agreement (hereafter referred to as
"servicing"), and for compliance with the aforementioned sections of the
Agreement. Our responsibility is to express an opinion on management's
assertions.
Our examinations were made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the Company's internal control over servicing and
evaluating the design and operating effectiveness of internal control as of
December 31, 1999. Our examinations also included examining, on a test basis,
evidence about the Company's compliance with the aforementioned sections of the
Agreement for the period
January 1, 1999 to December 31, 1999 for the Series and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examinations provide a reasonable basis for our opinion.
Because of inherent limitations in any internal control, misstatements due to
error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal control over compliance with the specified
requirements of the Agreement to future periods are subject to the risk that the
internal control may become inadequate because of changes in conditions, or that
the degree of compliance with the policies and procedures may deteriorate.
In our opinion, management's assertions that the Company maintained an effective
system of internal control over servicing as of December 31, 1999, based upon
the criteria for effective internal control described in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission, and that the Company complied with the aforementioned
sections of the Agreement for the period January 1, 1999 to December 31, 1999,
are fairly stated, in all material respects for the Series.
March 24, 2000
<PAGE>
<PAGE> 4
Report of Management on Credit Card Trust Internal Controls
and Pooling and Servicing Agreement Compliance
INTERNAL CONTROLS
Bank of America National Association (USA) ("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 1998-A, Series 1998-B, Series 1999-A, Series 1999-B, and Series
1999-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 1998-A, Series 1998-B, Series 1999-A, Series 1999-B, and Series
1999-C, 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, 1999, 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 Series 1997-B, Series 1998-A, Series 1998-B, Series 1999-A, Series
1999-B, and Series 1999-C , as of December 31, 1999 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 30, 2000
/s/ DAVID M. BELK
---------------------------------
David M. Belk
Senior Vice President
/s/ MICHAEL KOPP
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Michael Kopp
Controller
